EXHIBIT 10(iii)

# FAMILY DOLLAR
EMPLOYEE SAVINGS AND RETIREMENT
PLAN AND TRUST
AMENDED AND RESTATED
AS OF
January 1, 2002

# Incentive Profit Sharing Plan

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# TABLE OF CONTENTS

`ARTICLE I.       RECITALS......................................................1

ARTICLE II.      DEFINITIONS AND CONSTRUCTION..................................2
         2.1  Definitions......................................................2
         2.2  Construction....................................................18
         2.3  Governing Law...................................................18
         2.4  Effect of Restatement...........................................18

ARTICLE III.     PARTICIPATION AND SERVICE....................................19
         3.1  Participation...................................................19
         3.2  Service.........................................................20
         3.3  Inactive Status.................................................20
         3.4  Participation and Service Upon Reemployment.....................20
         3.5  Qualified Military Service......................................21

ARTICLE IV.      CONTRIBUTIONS AND FORFEITURES................................22
         4.1  Employer Contributions and Salary Deferral Contributions........22
         4.2  Employee After-Tax Contributions by Participants................22
         4.3  Participants Election to Make Salary Deferral
              Contributions...................................................22
         4.4  Limitations on Salary Deferral Contributions and on Matching
              Contributions Applicable for Plan Years Beginning After
              December 31, 1996...............................................23
         4.5  Rollover Contributions..........................................28
         4.6  Disposition of Forfeitures......................................29
         4.7  Pay Back Provision..............................................30

ARTICLE V.       ALLOCATIONS TO PARTICIPANTS' ACCOUNTS....................... 31
         5.1  Individual Accounts.............................................31
         5.2  Account Adjustments.............................................31
         5.3  Maximum Additions...............................................34

ARTICLE VI.      BENEFITS.....................................................36
         6.1  Retirement or Disability........................................36
         6.2  Death and Designation of Beneficiary............................36
         6.3  Termination for Other Reasons...................................37
         6.4  Payment of Benefits.............................................39
         6.5  Hardship Withdrawals by Participants............................42
         6.6  Loans to Participants...........................................43
         6.7  Distributions Pursuant to Qualified Domestic Relations Orders...43

ARTICLE VII.     TRUST FUND AND THE TRUSTEE...................................47
         7.1  Trust Fund......................................................47
         7.2  Trustee.........................................................47
         7.3  Records and Accounts of Trustee.................................47
         7.4  Basis for Accounts..............................................47
         7.5  Annual Reports..................................................47
         7.6  Investment of the Trust Fund....................................48
         7.7  Investments in Pooled Fund......................................48
         7.8  Collective Investment Subaccounts...............................48
         7.9  Trustee's Powers................................................49
         7.10 Consultation with Counsel.......................................50
         7.11 Compensation and Expenses.......................................50
         7.12 Resignation, Removal, and Successor Trustee.....................51
         7.13 Acts of Multiple Trustee........................................52
         7.14 Insurance For Individual Trustee:...............................52

ARTICLE VIII.    ADMINISTRATION...............................................53
         8.1  Allocation of Responsibility Among Fiduciaries for Plan and
              Trust Administration............................................53
         8.2  Appointment of Committee........................................53
         8.3  Claims Procedure................................................54
         8.4  Records and Reports.............................................54
         8.5  Other Committee Powers and Duties...............................54
         8.6  Rules and Decisions.............................................55
         8.7  Committee Procedures............................................55
         8.8  Authorization of Benefit Payments...............................55
         8.9  Application and Forms for Benefits..............................56
         8.10 Facility of Payment.............................................56
         8.11 Inability to Locate Participant, Surviving Spouse or
              Beneficiary.....................................................56
         8.12 Omission of Eligible Employee...................................56
         8.13 Inclusion of Ineligible Employee................................56
         8.14 Bonding.........................................................56
         8.15 Indemnification.................................................57
         8.16 Plan Administrator's Discretion to Interpret the Plan...........57

ARTICLE IX.      ALLOCATED INSURANCE CONTRACTS................................58
         9.1  Purchase of Allocated Insurance Contracts.......................58
         9.2  Types of Allocated Insurance Contracts..........................58
         9.3  Ownership and Beneficiary of Allocated Insurance Contracts......58
         9.4  Special Provisions Affecting Allocated Insurance Contracts......58
         9.5  Death Prior to Issuance of Allocated Insurance Contract.........59
         9.6  Special Rules Regarding Investment in Insurance for Spouse
              and/or Children.................................................59
         9.7  Status of Insurer...............................................59

ARTICLE X.       MISCELLANEOUS................................................60
         10.1 Nonguarantee of Employment......................................60
         10.2 Rights to Trust Assets..........................................60
         10.3 Nonalienation of Benefits.......................................60
         10.4 Discontinuance of Employer Contributions........................60

ARTICLE XI.      AMENDMENTS AND ACTION BY EMPLOYER............................61
         11.1 Amendments......................................................61
         11.2 Special Rules Regarding Amendments Relating to Vesting..........61
         11.3 Action by Employer..............................................61

ARTICLE XII.     SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS......62
         12.1 Successor Employer..............................................62
         12.2 Plan Assets in the Event of Merger or Consolidation of Plan.....62

ARTICLE XIII.    PLAN TERMINATION.............................................63
         13.1 Right to Terminate..............................................63
         13.2 Partial Termination.............................................63
         13.3 Liquidation of the Trust Fund...................................63
         13.4 Forfeitures.....................................................63
         13.5 Manner of Distribution..........................................63

ARTICLE XIV.     RELATED CORPORATIONS.........................................65
         14.1 Joinder.........................................................65
         14.2 Contributions...................................................65
         14.3 Common Service..................................................65
         14.4 Commingling of Funds............................................65`

FAMILY DOLLAR
                         EMPLOYEE SAVINGS AND RETIREMENT
                                 PLAN AND TRUST
                              AMENDED AND RESTATED
                              As of January 1, 2002

THIS
PLAN AND TRUST, amended and restated as of January 1, 2002, by Family Dollar
Stores, Inc., and Family Dollar, Inc. for themselves and their related
corporations and other entities which have joined or will join as participating
employers under this Plan as identified in Appendix A to the Plan (collectively,
the Employer);

W  I  T  N  E  
S  S  E  T  H:
                                   ARTICLE I .
                                    RECITALS

A.    Effective as of August 1, 1986, the Employer had adopted the Family Dollar Employee
Savings and Retirement Plan and Trust to enable its eligible employees to share
in its profits.

B.    The Plan and Trust was subsequently amended; and, effective as of January 1, 2002
(or as otherwise provided herein), the Employer has adopted the amended and
restated Plan and Trust as set forth herein.

C.    The Plan and Trust are intended to meet the requirements of Sections 401(a), 401(k)
and 501(a) of the Internal Revenue Code.

D.    The provisions of this Plan and Trust shall apply only to an employee who has an
Hour of Service on or after the Effective Date. The rights and benefits, if any,
of a former employee shall be determined in accordance with the prior provisions
of the Plan in effect on the date his employment terminated.

NOW, THEREFORE, the Employer hereby amends and restates the Family Dollar Employee
Savings and Retirement Plan and Trust in accordance with the following terms and
provisions.

ARTICLE II.
                          DEFINITIONS AND CONSTRUCTION

2.1        Definitions: The following words and phrases, when used herein, unless their
context clearly indicates otherwise, shall have the following respective
meanings:

(1)
    
ACTUAL CONTRIBUTION PERCENTAGE or ACP: For any Plan Year beginning
after  December 31, 1986,  with respect to  Participants  who are members of the
Highly Compensated Employee group and the Non-Highly Compensated Employee group,
the average of the ratios  (expressed as a percentage and calculated  separately
for each Eligible Participant in each group) of:

(a)        
the Matching Contributions and, prior to January 1, 1994, any
employee after-tax  contributions paid under the Plan on behalf of each Eligible
Participant for such Plan Year (plus,  such other Salary Deferral  Contributions
or  qualified  non-elective  contributions  under  this or any other plan of the
Employer   or   Aggregated    Employer   as   may   be   permitted   under   the
Commissioners regulations), to

(b)
        
each Eligible  Participants  Compensation for such Plan Year.

If other plans of the
Employer or any Aggregated Employer have employee contributions or matching
contributions under Code§401(m), then all such plans shall be treated
as one plan for purposes of calculating the Participants ACP (using
for this purpose each such plans definition of ACP), but such aggregation
shall take place only to the extent that such plans are treated as one plan for
purposes of Code §410(b).

(2)
    
ACTUAL  DEFERRAL  PERCENTAGE  or ADP: For any Plan Year  beginning
after December 31, 1986, with respect to the Highly  Compensated  Employee group
and Non-Highly  Compensated Employee group, the average of the ratios (expressed
as a percentage and calculated  separately for each Eligible Participant in each
group) of:

(a)
        
the amount of Salary Deferral  Contributions paid over to the
Trust  on  behalf  of each  Eligible  Participant,  (plus  such  other  Matching
Contributions  and other qualified  nonelective  contributions  allocated to the
Participants  Salary  Deferral  Account,  as may be  permitted  under  the
Commissioners regulations), to

(b)
        each Eligible  Participants  Compensation  for the Plan
Year.

If other plans of the
Employer or any Aggregated Employer have cash or deferred arrangements under
Code §401(k), then all such plans shall be treated as one plan for
purposes of calculating Participants ADP, but only to the extent that
such plans are treated as one plan for purposes of Code §410(b).
Furthermore, for the purpose of determining the ADP of any Highly Compensated
Employee, all plans of the Employer and any Aggregated Employer which have cash
or deferred arrangements under Code §401(k) shall be treated as one
plan.

(3)
     
ADDITIONS or ANNUAL  ADDITIONS:  With respect to each  Participant
for each Limitation Year, the sum of: all Employer Contributions and Forfeitures
allocated  to his  Employer  Contribution  Account;  plus  all  Salary  Deferral
Contributions  allocated  to his  Salary  Deferral  Account;  plus all  Employee
After-Tax  Contributions  for such  Limitation  Year which were allocated

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to his Employee After-Tax
Contribution Account (provided, that Employee After-Tax Contributions for Plan
Years beginning prior to January 1, 1987 shall be considered to be Additions
only to the extent they were considered as Additions under the Code in existence
as of that Plan Year). The term Annual Additions does not
include the following: amounts contributed to an account because of an erroneous
Forfeiture or an erroneous failure to allocate in a prior Limitation Year, but
such Forfeiture reinstatement or contribution (less actual investment gains
attributable to the period subsequent to the Limitation Year to which it
relates) will be considered an Annual Addition for the Limitation Year to which
it relates; the allowable restoration of accrued benefits following either
repayment of withdrawn mandatory Employee contributions or repayments of
benefits paid out; amounts distributed from the Plan as permitted by Code
§402(g)(2) and Treasury Regulation §1.415-6(b)(6)(iv); or the
transfer of funds from another qualified plan. Furthermore, with respect to a
Participants employee after-tax contributions (if any under the Plan), the
term Annual Additions does not include the following: rollover
contributions as permitted under ERISA; repayments of loans made to a
Participant; allowable repayments of either withdrawn mandatory Employee
contributions or benefits paid out; qualified voluntary Employee contributions
allowed under Code §219(e)(2); or the direct transfer of funds from
another qualified plan, if any, pursuant to Section 4.5 of this Plan. Amounts
allocated after March 31, 1984 to an individual medical account (as defined in
Code §415(1)(2)) which is part of a pension or annuity plan maintained
by the Employer shall be treated as Annual Additions to a defined contribution
plan. Amounts derived from contributions paid or accrued after December 31, 1985
in taxable years ending after such date, which are attributable to
post-retirement medical benefits under a welfare benefit fund (as defined in
Code §419(e)) maintained by the Employer which are allocated to the
separate account of an Employee who is or was a Key Employee during the Plan
Year or the preceding Plan Year, also shall be treated as Annual Additions to a
defined contribution plan.

(4)    AGGREGATED  EMPLOYER:
An employer  (whether or not considered an
Employer  under the Plan)  required to be  aggregated  with the  Employer  under
subsection b, c, m, n or o of Code §414;  provided,  that another  employer
shall  be an  Aggregated  Employer  for any Plan  Year  only to the  extent  the
foregoing  subsections of Code §414 applied with respect to that Plan Year,
and  only  to  the  extent  such   employer   is   required  to  be   aggregated
notwithstanding the separate lines of business provisions of Code §414(r).

(5)     ALTERNATE PAYEE: A beneficiary as defined in Section 6.8.

(6)    ANNIVERSARY DATE: December 31 of each Plan Year.

(7)    AUTHORIZED LEAVE OF ABSENCE:  Any absence authorized in writing 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
Participant returns 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 to the extent  required by
applicable  statutes of the

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United States in effect
from time to time, provided that the Employee returns to employment with the
Employer within the period provided by law.

(8)    BENEFICIARY: A person or persons (natural or otherwise) designated
in accordance with the provisions of Section 6.2(b) to receive any death benefit
which shall be payable under this Plan.

(9)    BOARD OF DIRECTORS:  The Board of Directors of the Parent Company;
provided,  that action by the  Executive  Committee of the Board of Directors of
the  Parent  Company  also shall be  considered  to be an action of the Board of
Directors for purposes of this Plan and Trust.

(10)    BREAK  IN  SERVICE:  A Break  in  Service  shall  occur  for any
consecutive  twelve  month  period  after the  Effective  Date  during  which an
Employee  fails to complete  more than 500 Hours of Service due to a termination
of  employment.   For  eligibility  purposes,   before  an  Employee  becomes  a
Participant,  the Break in Service period shall be the consecutive  twelve month
period  beginning on the date of employment;  provided,  if an Employee does not
complete a Year of Service in the first twelve months of employment,  thereafter
a Break in Service for eligibility  shall be determined on the basis of the Plan
Year  beginning  with the first Plan Year after his date of  employment.  In all
other instances,  the period used for determining Breaks in Service for vesting,
benefit accrual and retention of eligibility  shall be the Plan Year. A Break in
Service  shall not be deemed to have  occurred  during any period of  Authorized
Leave of Absence if the Employee  returns to the employ of the  Employer  within
the period of authorized absence.

(11)    CHANGE  DATE:  January  1,  April 1, July 1 and  October  1. The
Plans Effective Date shall be a Change Date for the Plans first Plan
Year.  The  Committee  may designate  additional  Change Dates and/or  different
Change Dates for  different  purposes,  for  example,  fewer Change Dates may be
designated  to reduce  Salary  Deferral  Contributions  than to increase  Salary
Deferral Contributions.

(12)    CODE: The Internal Revenue Code of 1986, as amended.

(13)    COMMISSIONER:  The Commissioner of Internal Revenue. For purposes
of this Plan,  Commissioner  also refers to the  Department of the Treasury with
respect to official regulations and pronouncements under the Code.

(14)    COMMITTEE:  The person or persons  appointed under the provisions
of  Article  VIII to  administer  the Plan.  In the event that no  Committee  is
appointed,  any  references  to the  Committee  shall be  deemed  to be the Plan
Administrator.

(15)    COMPENSATION:

(a)        
For Plan Years  beginning on and after  January 1, 1987,  the
total of all amounts paid to a Participant by the Employer within the meaning of
Code  §3401(a)  and all other payments of  compensation to a Participant by
the Employer (in the course of the Employers  trade or business) for which
the Employer is required to furnish the  Participant a written  statement  under
Code §§6041(d), 6051(a)(3) and 6052 (Box 1 compensation on
2000

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Form W-2) for the calendar
year ending with or within the Plan Year, but determined without regard to any
rules that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code §3401(a)(2)), plus any amounts not
includible by the Employer in the Participants gross income for that
Plan Year by virtue of Code §§125, 401(k) or 403(b), or
408(k). Notwithstanding the foregoing, Compensation shall exclude reimbursements
or other expense allowances, fringe benefits (cash and noncash), moving
expenses, deferred compensation, income realized in connection with the exercise
of a stock option or similar equity compensation, and welfare benefits.

(b)        For  Plan  Years   beginning   prior  to  January  1,  1987,
Compensation  meant  an  Employees  Compensation  and  earnings  from  the
Employer, as defined in the Plan in effect prior to this restatement.

(c)        For purposes of allocating the Employer  Contribution for the
Plan Year in which a Participant begins or resumes  Participation,  Compensation
paid before the Entry Date  coincident  with or next following the date on which
the Participant completes the eligibility requirements shall be disregarded.

(d)        The  Compensation  taken into  account for any  Employee  for
determining  all benefits  provided under the Plan shall not exceed $150,000 for
any Plan  Year (or such  greater  amount  as  authorized  by the  Commissioner),
regardless  of whether the Plan is a Top-Heavy  Plan.  For Plan Years  beginning
after  December  31, 2001,  the  foregoing  $150,000  limit shall be adjusted to
$200,000, as adjusted by cost-of-living increases in accordance with Code §
401(a)(17)(B).  For Plan Years  beginning  prior to January 1, 1989 in which the
Plan is a Top-Heavy  Plan,  and for any Plan Year  beginning  after December 31,
1988 but before  January 1, 1994  (regardless of whether the Plan is a Top-Heavy
Plan),  the  Compensation  taken into account for any Employee  shall not exceed
$200,000  for any  Plan  Year (or  such  greater  amount  as  authorized  by the
Commissioner).  Solely  for Plan Years  beginning  before  January  1, 1997,  in
determining  the  Compensation  of a  Participant  for purposes of this adjusted
$150,000  (or  $200,000)  limitation,  the  family  aggregation  rules  of  Code
§414(q)(6)  shall  apply,  except that in applying  these  rules,  the term
Family  Member  shall  include only the spouse of a  Participant  and any lineal
descendants of a Participant  who have not attained age nineteen before the last
day of the Plan Year.  If the adjusted  $150,000  (or  $200,000)  limitation  is
exceeded as a result of the application of this family aggregation rule prior to
January  1, 1997,  then the  limitation  shall be  prorated  among the  affected
individuals  in  proportion  to  each  such  individuals  Compensation  as
determined under this Section prior to the application of this limitation.

(e)        For  Limitation  Years  beginning on and after the earlier of
January 1, 2001 or the first day of the first Limitation Year for which the Plan
was operated in accordance with the CRA amendment of Code Section 415(c)(3), but
in no case earlier than the first day of the first  limitation year beginning on
or after January 1, 1998, for purposes of applying the limitations  described in
Section  5.3 of the  Plan,  Compensation  paid or  made  available  during  such
Limitation Years shall include  qualified  transportation  plan elective amounts
that are not  includible  in the gross  income of the Employee by reason of Code
§132(f)(4).

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(16)    DETERMINATION  DATE: The last day of the preceding Plan Year (or,
in the case of the first Plan Year of the Plan,  the last day of that first Plan
Year).

(17)    DIRECT ROLLOVER: A payment by the Plan to the Eligible Retirement
Plan specified by the Distributee.

(18)    DISABILITY:  A physical or mental condition which in the judgment
of the Committee,  based upon medical reports and other evidence satisfactory to
the Committee,  permanently prevents an Employee from satisfactorily  performing
his usual  duties for the  Employer  or the duties of any other  position or job
which the  Employer  makes  available  to him and for  which  such  Employee  is
qualified by reason of his training, education or experience.

(19)     DISTRIBUTEE:  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 Code
§414(p),  are  Distributees  with  regard to the  interest of the spouse or
former spouse.

(20)    DOMESTIC RELATIONS ORDER: An order as defined in Section 6.8.

(21)    EARLIEST  RETIREMENT AGE: The date on which a Participant becomes
eligible to elect to receive normal retirement benefits under Section 6.1.

(22)    EFFECTIVE DATE: January 1, 2002, the date on which the provisions
of this amended and restated  Plan became  effective;  provided,  that  specific
provisions  of this  Plan  may be  effective  as of other  dates  to the  extent
specifically  stated in the Plan.  The Original  Effective Date of this Plan was
August 1, 1986.

(23)    ELIGIBLE   PARTICIPANT:   With  respect  to  any  Plan  Year,  a
Participant who is eligible to make a Salary Deferral Contribution (or, prior to
January 1, 1994, an employee after-tax  contribution),  or to receive a Matching
Contribution under this Plan.

(24)    ELIGIBLE  RETIREMENT  PLAN:  An  individual  retirement  account
described in Code  §408(a),  an individual  retirement annuity described in
Code  §408(b),  an  annuity  plan  described  in  Code  §403(a),  or a
qualified   trust   described   in   Code   §401(a),   that   accepts   the
Distributees Eligible Rollover Distribution; provided, that in the case of
an  Eligible  Rollover   Distribution  to  the  surviving  spouse,  an  Eligible
Retirement  Plan is an individual  retirement  account or individual  retirement
annuity.

(25)    ELIGIBLE  ROLLOVER  DISTRIBUTION:  Any distribution of all or any
portion of the balance to the credit of the Distributee, except that an Eligible
Rollover  Distribution  does not include (i) any  distribution  that is one of a
series of  substantially  equal  periodic  payments  (not less  frequently  than
annually) made for the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the Distributees
designated Beneficiary, or for a specified period of ten years or more; (ii) any
distribution   to  the  extent  such   distribution   is  required   under  Code
§401(a)(9);   (iii)   any   hardship   distribution   described   in   Code
§401(k)(2)(B)(i)(IV) received after December 31, 1999; and (iv) the portion
of any  distribution  that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with
respect to Employer securities).

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(26)    EMPLOYEE:  Any person who, on or after the  Effective  Date,  is
shown on the  Employers  payroll  records as  receiving  remuneration  for
personal  services  rendered to the  Employer  (or who would be  receiving  such
remuneration except for an Authorized Leave of Absence).  Leased employees under
Code §414 (and as defined below) shall not be included in the definition of
Employee  for  purposes  of  Participation  or benefit  accrual  under the Plan;
provided,  that such leased  employees  shall be  considered  as  employees  for
purposes of applying the various tests under Code  §§401,  404, 408(k)
and 416, and Service as a leased  employee  shall be counted  under the Plan for
vesting  purposes in the event that a leased  employee  changes  status so as to
become eligible for Participation under the Plan. For purposes of the foregoing,
a leased  employee is any person (other than an employee of the  recipient)  who
pursuant to an agreement  between the recipient  and any other person  ("leasing
organization")  has  performed  services for the recipient (or for the recipient
and related persons determined in accordance with section 414(n)(6) of the Code)
on a  substantially  full-time  basis for a period of at least 1 year,  and such
services are performed under primary direction or control by the recipient.

The term  Employee  shall not include an Employee who
is retained by any Employer pursuant to a contract or arrangement that specifies
that the Employee is not eligible to participate  in the Plan. In addition,  the
term Employee  shall only include individuals reflected as employees
on the  records of an  Employer,  and shall not  include  individuals  paid by a
third-party and/or paid pursuant to a contract  stipulating that they are not an
Employers  employees. The foregoing shall apply even if it is subsequently
determined by a court or agency or otherwise  that such  individuals  are common
law employees of an Employer. The term Employee shall not include an
individual  whose  basic  compensation  for  services  rendered on behalf of any
Employer is not paid directly by the Employer.

(27)    EMPLOYER: Family Dollar Stores, Inc., a corporation organized and
existing  under the laws of the State of Delaware  and Family  Dollar,  Inc.,  a
corporation  organized  and  existing  under  the  laws of the  State  of  North
Carolina, or their successor or successors that assume Plan liabilities pursuant
to Article  XII,  and any related  corporation  or entity which adopts this Plan
with the  consent  of the  Parent  Company.  Adopting  Employers  are  listed on
Appendix A. Appendix A may be updated from time to time by an authorized officer
of the Parent Company.

(28)    EMPLOYER CONTRIBUTION:  Contributions (other than Salary Deferral
Contributions) made by the Employer pursuant to Section 4.1.

(29)    EMPLOYER CONTRIBUTION ACCOUNT: The account maintained to record a
Participants  share of  Employer  Contributions  under  Section  4.1,  and
adjustments relating thereto.

(30)    ENTRY DATE: The first practicable pay period on or after the date
on which the Employee has met the relevant  eligibility  requirements.  Prior to
April 1, 2001,  the Entry Date was  January 1, April 1, July 1 and  October 1 of
each Plan Year.

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(31)    ERISA:  Public Law No.  93-406,  the Employee  Retirement  Income
Security Act of 1974, as amended from time to time.

(32)    EXCESS  CONTRIBUTIONS:  With respect to any Plan Year, the excess
of:

(a)        The aggregate amount of Matching  Contributions actually made
(plus any Salary Deferral Contribution or qualified  non-elective  contributions
taken  into  account  in  computing  the ACP) for that  Plan Year on behalf of a
Highly Compensated Employee, over

(b)        The maximum amount of such contributions  permitted under the
limitations  of  Section  4.4(b),  determined  for Plan  Years  beginning  after
December  31,  1996 by  reducing  such  contributions  made on  behalf of Highly
Compensated  Employees  in order of their  individual  ACPs  beginning  with the
largest amounts of Matching Contributions, as provided in Section 4.4(b)(2)(ii).

(33)    EXCESS DEFERRALS: With respect to any Plan Year, the excess of:

(a)        The aggregate amount of Salary Deferral  Contributions  (plus
such other Matching Contributions and other qualified non-elective contributions
taken into account under Code  §401(k)(3)(D) in computing the ADP) actually
paid over to the  Trust  for that  Plan  Year on behalf of a Highly  Compensated
Employee, over

(b)        The  maximum  amount of such  deferrals  permitted  under the
limitations  of  Section  4.4(a),  determined  for Plan  Years  beginning  after
December 31, 1996 by reducing  Salary Deferral  Contributions  made on behalf of
Highly Compensated  Employees in order of their individual  ADPs beginning
with the largest amounts of Salary Deferral Contributions as provided in Section
4.4(a)(2)(iii).

(34)    FAMILY  MEMBER:  With respect to any  individual,  his spouse and
lineal ascendants or descendants,  and the spouses of such lineal ascendants and
descendants.

(35)    FIDUCIARIES or NAMED  FIDUCIARIES:  The Employer,  the Committee,
and the Trustee, but only with respect to the specific  responsibilities of each
for Plan and Trust  administration,  all as  described  in  Section  8.1.  If an
Investment  Manager is  appointed as provided in Section 8.1, it also shall be a
Fiduciary.

(36)    FIVE PERCENT OWNER: With respect to a Plan Year, an owner of more
than five percent of the outstanding stock (or an owner of stock possessing more
than five percent of the total combined  voting power,  or an owner of more than
five percent of the capital or profits interest in an  unincorporated  business)
of the  Employer or of any one of the  Aggregated  Employers  (ownership  in the
Employer and Aggregated Employers not being considered together). In determining
ownership,  the  constructive  ownership  rules of Code  §416(i)(1)(B)(iii)
shall apply.  In the case of an Employer  which is not a  corporation,  the term
Stock  shall be  interpreted  also to refer to  capital  or  profits
interests.

- 8 -

(37)    FORFEITURE:   The  portion  of  a  Participants   Employer
Contribution  Account  which is  forfeited  under  Section 6.3 below  because of
termination of employment before full vesting.

(38)    FORMER  PARTICIPANT:  A  Participant  whose  employment  with the
Employer has  terminated  but who has a vested  account  balance  under the Plan
which has not been paid in full.

(39)    415 COMPENSATION:  The total of all amounts paid to a Participant
by the Employer within the meaning of Code  §3401(a) and all other payments
of  compensation  to a  Participant  by  the  Employer  (in  the  course  of the
Employers trade or business) for which the Employer is required to furnish
the Participant a written statement under Code  §§6041(d),  6051(a)(3)
and 6052 (Box 1 compensation on 2000 Form W-2) for the calendar year
ending  with or within  the Plan Year.  In  addition,  effective  for Plan Years
beginning after December 31, 1997, 415 Compensation  also shall include elective
or salary reduction  contributions to a cash or deferred arrangement,  cafeteria
plan,  simplified  employee  pension or  tax-sheltered  annuity pursuant to Code
§§401(k),   125,  408(k)  or  403(b).  For  purposes  of  computing  a
Participants  ACP and ADP, only 415 Compensation  paid while a Participant
shall be  considered.  For Plan Years  beginning  prior to January 1, 1998,  415
Compensation means an Employees 415 Compensation as defined in the Plan in
effect  as of  the  date  such  Compensation  is  determined.  The  Compensation
limitation pursuant to Code  §401(a)(17) as described in Section 2.1(15)(d)
also shall apply to 415 Compensation.  The Compensation  limitation  pursuant to
Code §401(a)(17) as described in Section 2.1(15)(d) also shall apply to 415
Compensation. For limitation years beginning on and after the earlier of January
1, 2001 or the first  day of the  first  Limitation  Year for which the Plan was
operated in accordance with the CRA amendment of Code Section 415(c)(3),  but in
no case earlier than the first day of the first  Limitation Year beginning on or
after  January 1, 1998,  415  Compensation  paid or made  available  during such
Limitation Years shall include  qualified  transportation  plan elective amounts
that are not  includible  in the gross  income of the employee by reason of Code
Section 132(f)(4).

(40)    HIGHLY COMPENSATED  EMPLOYEE:  Effective for Plan Years beginning
on and after January 1, 1997, any Employee of the Employer who is a highly
compensated  employee  as defined in Code §414(q) and the regulations
thereunder.  With  respect to any Plan Year,  such  definition  generally  shall
include any Employee or former Employee who

(a)        was a Five Percent  Owner at any time during the current Plan
Year or preceding 12 month period; or

(b)        during the 12 month period  preceding  the Plan Year both (i)
received 415  Compensation  from the Employer  and all  Aggregated  Employers in
excess of $80,000 (or greater amount authorized by the Commissioner) and (ii) if
the Employer elects, was in the Top Paid Group.

For Plan Years prior to
January 1, 1997, if any employee is a Family Member of (i) a Five Percent Owner
or (ii) a Highly Compensated Employee who is in the group consisting of the ten
Highly Compensated Employees receiving the most 415 Compensation during the Plan
Year,

- 9 -

then such Employee shall not be considered a
separate employee, but shall be aggregated with all his Family Members so that any 415 Compensation and
any Plan contributions or benefits (including Salary Deferral Contributions) are
treated as if paid to or on behalf of one single Highly Compensated Employee.

A former  employee  also  shall  be  considered  a Highly  Compensated
Employee if he was a Highly Compensated  Employee (determined based on the rules
in effect  for that Plan  Year  applicable  to  determining  Highly  Compensated
Employee status,  in accordance with Section  1.414(q)-1T,  A-4 of the temporary
Income Tax Regulations and Notice 97-75) for the year of separation from Service
or for any Plan Year ending on or after the employee attains age fifty-five.

(41)    HOUR OF SERVICE or HOUR OF CREDITED SERVICE:

(a)        
Each hour during the applicable  computation  period when the
Employee is directly or  indirectly  paid or entitled to payment by the Employer
for the performance of duties for the Employer. An Hour of Service also includes
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),  lay-off, jury
duty, military duty or Authorized Leave of Absence.

(b)        Hours of Service  determined  under the  preceding  sentences
shall  include  each hour for which  back pay,  irrespective  of  mitigation  of
damages,  has been awarded or agreed to by the  Employer;  provided  that (i) no
more than 50l Hours of Service are  required  to be credited to the  Employee on
account of any single  continuous  period  during  which he  performs  no duties
whether or not such  period  occurs in a single  computation  period;  (ii) such
hours will be credited to the Employee for the computation  period or periods to
which the award or  agreement  pertains;  (iii) an hour for which an Employee is
directly or indirectly paid or entitled to payment on account of a period during
which no duties are performed will not be credited if such payment is on account
of compliance with  workers  compensation or unemployment  compensation or
disability  insurance  laws;  and (iv) hours will not be credited  for  payments
which solely  reimburse an Employee  for medical or medically  related  expenses
incurred by him.

(c)        In  applying  the  rules  of  the  preceding  sentences,  the
provisions of paragraphs (b) and (c) of Section 2530.200b-2 of the Department of
Labor regulations shall apply and are incorporated herein by reference.

(d)        For  Employees  for whom  hours of work  are  required  to be
maintained,  credit for Hours of Service will be given on an hour-for-hour basis
as determined by employment  records.  For Employees whose hours of work are not
maintained, Hours of Service will be computed using the following equivalencies:

- 10 -

Basis Upon Which Records Are Maintained
Credit to Employee Who Earns One or More
Hours of Service During Each Computation PeriodShift
Hours for Full ShiftDaily
10 Hours of ServiceWeekly
45 Hours of ServiceBi-Weekly
90 Hours of ServiceSemi-Weekly
95 Hours of ServiceMonthly
190 Hours of Service


(e)        
Solely for purposes of determining whether a Break in Service
has occurred in a computation period for participation and vesting purposes,  an
individual who is absent from work for a period by reason of Maternity Leave (as
defined in  Section  2.1) shall  receive  credit for the Hours of Service  which
otherwise  would have been  credited to such  individual  but for the  Maternity
Leave (or,  in any case in which the Plan is unable to  determine  such Hours of
Service, then eight Hours of Service per day of Maternity Leave);  provided that
no more than 501 Hours of  Service  shall be  credited  on account of any single
period of Maternity  Lease and such Hours of Service  shall be credited only (1)
in the  computation  period in which the Maternity Leave begins if the crediting
is necessary  to prevent a Break in Service in that period,  or (2) in all other
cases, in the immediately following computation period.

(f)        Effective December 31, 1996,  notwithstanding  any provisions
of the Plan to the  contrary,  contributions,  benefits and service  credit with
respect to qualified  military  service will be provided in accordance with Code
§414(u).

(42)    INCOME:  The net gain or loss of the Trust Fund from investments,
as reflected by interest payments,  dividends, realized and unrealized gains and
losses on securities,  other investment  transactions and expenses paid from the
Trust Fund. In determining  the Income of the Trust Fund for any period,  assets
shall be valued on the  basis of their  fair  market  value.  Amounts  which are
distributed to Participants as Excess Contributions, Excess Deferrals, or excess
amounts under Code  §402(g)  shall include Income for the Plan Year and for
the period from the end of the Plan Year to any  subsequent  Valuation Date that
precedes the distribution  date calculated under a reasonable  method which does
not discriminate in favor of Highly Compensated Employees and which otherwise is
in   accordance   with   the   Commissioners    regulations   under   Code
§§401(k),  401(m) and 402(g).  No Income on Excess  Deferrals,  Excess
Contributions or excess amounts under Code §402(g)  shall be attributed for
any gap  period  following the Valuation Date immediately  preceding
distribution.

- 11 -

(43)    INSURER:  Any legal reserve life insurance company  authorized to
do business in the state  where the Plan is  domiciled  which is selected by the
Committee to write insurance contracts to provide benefits under the Plan.

(44)    INVESTMENT  MANAGER: A Fiduciary (other than the Trustee or Named
Fiduciary) which:

(a)        has the power to manage,  acquire or dispose of any  asset(s)
of the Plan;

(b)        is  (i)  registered  as  an  investment  adviser  under  the
Investment Advisers Act of 1940, (ii) a bank as defined in that Act, or (iii) an
insurance  company  qualified to perform services  described in subparagraph (a)
under the laws of more than one State; and

(c)        has  acknowledged  that it is a Fiduciary with respect to the
Plan.

(45)    KEY EMPLOYEE:

(a)        
For  Plan  Years  beginning  after  December  31,  2001,  Key
Employee  shall mean any  employee or former  employee  (including  any deceased
employee) who at any time during the Plan Year that  includes the  Determination
Date was an officer of the Employer having annual 415 Compensation  greater than
$130,000 (as adjusted under Code  §415(i)(1) for Plan Years beginning after
December 31, 2002), a 5 percent owner of the Employer,  or a 1-percent  owner of
the  Employer  having  annual  415  Compensation  of  more  than  $150,000.  The
determination  of who is a Key  Employee  will be made in  accordance  with Code
§416(i)(1)  and the  applicable  regulations  and other guidance of general
applicability issued thereunder.

(b)        For Plan
Years  beginning  prior to  January  1,  2002,  Key Employee shall mean any employee
of the Employer or any Aggregated  Employer who is at any time during the Plan Year
containing the  Determination  Date, or was during any of the four preceding Plan
Years, any one or more of the following:

(i)        A duly authorized officer of the Employer in regular and
continued  service  having 415  Compensation  during the Plan Year  greater than
fifty percent of the maximum dollar limitation under Code  §415(b)(1)(A) in
effect for the calendar year containing the Determination Date, provided that if
during such Plan Year the number of employees  (whether or not  Employees  under
the Plan) of the Employer plus all other Aggregated Employers is:

(A)        less  than  thirty,  then no more  than a total of
three  individuals  shall be  considered  officers  for that  Plan  Year for the
Employer and all Aggregated Employers,

(B)        greater  than  thirty but less than five  hundred,

then no more than a total
of ten percent of the total employees shall be considered officers for that Plan
Year for the Employer and all Aggregated Employers, or

- 12 -

(C)        greater  than  five  hundred,  then no more than a
total of fifty employees shall be considered officers for that Plan Year for the
Employer and all Aggregated Employers; or

(ii)        
One of the ten  employees  (whether  or not  Employees
under the Plan)  owning the largest  interest  in the  Employer  and  Aggregated
Employers  during such Plan Year (the Employer and  Aggregated  Employers  being
considered as one unit) if he has 415 Compensation  during the Plan Year of more
than the maximum dollar limitation under Code  §415(c)(1)(A)  in effect for
the calendar year containing the Determination  Date;  provided that an employee
need not be  considered  if he does not have an ownership  interest of more than
one-half of one percent in value, and if two employees have the same interest in
the Employer and Aggregated  Employer,  then the employee having the greater 415
Compensation  from the Employer and  Aggregated  Employers for the calendar year
containing the Determination  Date shall be treated as having a larger interest;
or

(iii)        A Five Percent Owner; or

(iv)        An owner of one percent of the outstanding stock (or an
owner of stock possessing one percent of the total combined voting power) of the
Employer or of any one of the  Aggregated  Employers  (ownership in the Employer
and Aggregated  Employers not being considered  together) for such Plan Year, if
he has annual 415  Compensation  during the Plan Year from the  Employer and all
Aggregated Employers totaling more than $150,000.

For purposes of determining
ownership under subsections (ii), (iii) and (iv) above, the constructive
ownership rules of Code §318 shall apply as modified by Code
§416(i). The beneficiary of a former Key Employee shall continue to be
treated as such former Key Employee. If a maximum number of employees are to be
considered officers under subsection (i) above, the officers having the largest
annual 415 Compensation during such Plan Year shall be the officers considered
under subsection (i). In the case of an Employer which is not a corporation, the
term stock in subsection (c) and (d) above shall be
interpreted also to refer to capital or profits interests.

(46)    
LIMITATION  YEAR: The Limitation  Year shall be the twelve month
period ending on each Anniversary Date.

(47)    
MATCHING   CONTRIBUTION:   An  Employer  Contribution  which  is
allocated to the  Participants  Employer Contribution Account by reference
to the  Participants  Salary  Deferral  Contributions  for that Plan Year,
pursuant to Section 4.1.

(48)    
MATERNITY  LEAVE:  Absence from work for  maternity or paternity
reasons by an individual (male or female) on account of and by reason of (a) the
pregnancy of the individual, (b) the birth of a child of the individual, (c) the
placement of a child with the individual in connection with the adoption of such
child by such  individual,  or (d)  caring for a child  referred  to above for a
period  beginning  immediately  following  such birth or placement.  A period of
absence shall not be considered Maternity Leave for purposes of this Plan unless
both (i) such  absence  began on or after the  first day of the first  Plan Year
beginning  after  December  31,  1984,  and (ii) the  individual  furnishes  the
Committee  such  timely  information  as the  Plan

- 13 -

reasonably may require to establish that the absence
from work is for one of the reasons referred to above and the number of days for
which there was such an absence. The determination of whether an individual has
taken a Maternity Leave for purposes of this Plan shall not have any effect upon
whether such absence from work is entitled to any other special treatment by the
Employer for any other employment purposes, and the existence of these Maternity
Leave provisions in the Plan shall not be in any way determinative of whether
the Employer has any other maternity or paternity leave policy or the terms of
that policy (if any).

(49)    NON-HIGHLY  COMPENSATED  EMPLOYEE:  Any Participant who is not a
Highly Compensated Employee.

(50)    NONKEY  EMPLOYEE:  Any  employee  (or  former  employee)  of the
Employer or any Aggregated  Employer who is not a Key Employee.  The beneficiary
of a Nonkey Employee or a former Nonkey Employee shall continue to be treated as
such Nonkey Employee or former Nonkey Employee.

(51)    NORMAL  RETIREMENT  AGE:  The  date a  Participant  attains  age
sixty-five.

(52)    PARENT  COMPANY:  Family  Dollar  Stores,  Inc.,  a  corporation
organized and existing under the laws of the State of Delaware, or its successor
or successors.

(53)    PARTICIPANT:  An Employee participating in the Plan in accordance
with the provisions of Section 3.1;  provided,  that for purposes only of making
or  transferring  a rollover  contribution  to the Plan under  Section  4.5,  an
Employee shall be considered a Participant on the date he has completed at least
thirty days of Service with the Employer  (or, if earlier,  the date on which he
has completed the requirements set forth in Section 3.1).

(54)    PARTICIPATION:  The period  commencing  on the date the Employee
becomes a Participant  and ending on the date his  employment  with the Employer
terminates.

(55)    PAYMENT  STARTING  DATE: The latest date until which the Plan may
delay   payment  of   benefits   to  a   Participant   in  the  absence  of  the
Participants consent to later payment. Such date shall be the sixtieth day
after  the  close of the Plan  Year in which  the last of the  following  events
occurs:  (a) the  Participant  attains  Normal  Retirement  Age,  (b) the  tenth
anniversary of the year in which the Participant commenced  Participation in the
Plan, or (c) the Participant terminates his Service with the Employer;  provided
further,  that, effective January 1, 2000, benefits also must commence not later
than April 1 of the calendar  year  following  the later of the calendar year in
which a  Participant  attains age seventy and one-half and the calendar  year in
which the  Participant  terminates  Service  (except as  otherwise  provided  in
Section 6.4(e)),  except as may otherwise be allowable under  §242(b)(2) of
the Tax  Equity  and  Fiscal  Responsibility  Act of 1982 and  §521  of the
Deficit  Reduction  Act of 1984  (regarding  special  designations  filed before
January 1, 1984),  and except as may otherwise be allowable under  §1121(d)
of the Tax Reform Act of 1986 (regarding  Participants,  other than certain Five
Percent Owners,  who reached age seventy and one-half before January 1, 1988 and
certain collective  bargaining  agreements).  If the amount of payment cannot be
determined or the proper

- 14 -

recipient located before the Payment Starting Date, retroactive payment may be
made to such date in accordance with Treasury Regulation
§1.401(a)-14(d).

(56)    PLAN: The Family Dollar Employee  Savings and Retirement Plan and
Trust, the Plan set forth herein, as amended from time to time.

(57)    PLAN  ADMINISTRATOR:  The Committee appointed pursuant to Section
8.2 or, in the absence of such
appointment, the Parent Company.

(58)    PLAN YEAR:  The  consecutive  twelve month period  commencing  on
January 1 and ending on the following
December 31.

(59)    PRESENT VALUE OF ACCRUED BENEFITS: With respect to any individual
and as of any  Determination  Date,  the  sum of (a) his  Employer  Contribution
Account and Salary Deferral  Account  balances on the most recent Valuation Date
(which  for the first  Plan Year of the Plan shall  include  contributions  made
after the Determination  Date which are allocated as of a date in the first Plan
Year, but otherwise shall only include  allocated  contributions  which actually
were made after the Valuation Date if such  contributions were made on or before
the Determination Date), (b) his Employee After-Tax Contribution Account balance
(if  any)  on the  most  recent  Valuation  Date  less  any  Employee  After-Tax
Contributions  which were  deductible  under Code  §219(e)(2),  and (c) his
Rollover  Account  balance (if any) as of the most recent  Valuation Date to the
extent  it is  attributable  to any  rollover  contribution  from  a plan  of an
Aggregated  Employer  and/or any  rollover  contribution  accepted  on or before
December 31, 1983. For purposes of  determining  whether the Plan is a Top-Heavy
Plan,  the Present  Value of Accrued  Benefits  also shall include the amount of
Plan  distributions  (whether made on or after the Effective  Date and including
distributions  from a  terminated  plan  which  would have been  required  to be
aggregated  under  the  definition  of  Top-Heavy  Plan)  made  within  the five
consecutive  Plan Year period (or, for Plan Years  beginning  after December 31,
2001,  the one year  period,  but only to the extent a  distribution  is made by
reason  of  separation  from  service,  death,  or  disability)  ending  on  the
Determination Date to any Key Employee or Nonkey Employee or Beneficiary thereof
(regardless of whether such  individual is employed or has an accrued benefit as
of the Determination  Date);  provided,  that  distributions of benefits paid on
account of death shall be deemed to include  only the present  value of benefits
existing  immediately prior to death. If an individual has not performed an Hour
of Service  for any  employer  maintaining  the Plan at any time during the five
year period (or, for Plan Years  beginning after December 31, 2001, the one year
period) ending on the Determination Date, any account balance or accrued benefit
for such individual shall be disregarded.

(60)    QUALIFIED  DOMESTIC  RELATIONS  ORDER:  An order as  defined  in
Section 6.7.

(61)    ROLLOVER ACCOUNT: The account established pursuant to Section 4.5
hereof to record permissible rollover  contributions from another qualified plan
or an individual retirement account and adjustments relating thereto.

(62)    SALARY DEFERRAL  CONTRIBUTIONS:  Contributions elected to be made
by a Participant pursuant to Section 4.3 of the Plan.

- 15 -

(63)    SALARY  DEFERRAL  ACCOUNT:  The account  maintained  to record a
Participants   Salary  Deferral  Contributions  and  adjustments  relating
thereto.

(64)    SERVICE:  A  Participants  period of  employment  with the
Employer.

(65)    SUPER  TOP-HEAVY  PLAN:  The Plan will be a Super  Top-Heavy Plan
with  respect  to any Plan  Year in which as of the  Determination  Date it is a
Top-Heavy Plan in which the Present Value of Accrued  Benefits for Key Employees
exceeds  ninety  percent of the Present  Value of Accrued  Benefits  for all Key
Employees and Nonkey Employees who are or were Plan Participants. In determining
whether a Plan is a Super Top-Heavy  Plan, all the rules of determining  whether
the  Plan  is a  Top-Heavy  Plan  shall  be  applied  except  that  ninety
percent shall be substituted for sixty percent.

(66)    SURVIVING SPOUSE: The surviving spouse of a Participant, but only
if the  Participant  and that spouse had been  married  throughout  the one year
period ending on the earlier of (a) the Participants Payment Starting Date
or (b) the date of the Participants death. If a Participant marries within
one year before his Payment  Starting Date and the Participant and his spouse in
such  marriage  have been  married for at least a one year  period  ending on or
before  the date of his death,  such  Participant  and his spouse  also shall be
treated as having been  married  throughout  the one year  period  ending on the
Participants  Payment Starting Date. A former spouse of a Participant will
be treated as a Surviving Spouse to the extent it specifically is provided under
a Qualified Domestic Relations Order as described in Article VI of this Plan and
Code §414(p).

(67)    SUSPENSE  ACCOUNT:  The  account  maintained  for the Trustee to
record  Forfeitures  pending  reallocation  under Section 4.6 and 5.2(e) and any
part of the  Employer  Contribution  which is an excess  Annual  Addition  under
Section 5.3 of the Plan, and adjustments relating thereto.

(68)    TOP-HEAVY PLAN: The Plan will be a Top-Heavy Plan with respect to
any Plan Year in which as of the Determination Date the Present Value of Accrued
Benefits  under the Plan for all Key  Employees  exceeds  sixty  percent  of the
Present Value of Accrued Benefits for all Key Employees and Nonkey Employees who
are or were Plan  Participants;  provided,  that if any  individual  is a Nonkey
Employee  with respect to any Plan Year but was a Key  Employee  with respect to
any prior Plan Year, the Present Value of Accrued  Benefits for such  individual
shall not be taken into account in  determining  whether the Plan is a Top-Heavy
Plan. In  determining  whether the Plan is a Top-Heavy  Plan,  the Plan shall be
aggregated  with each plan of an Employer or Aggregated  Employer in which a Key
Employee is a participant  and with each other plan of an Employer or Aggregated
Employer  which  enables  any  such  plan  to  meet  the  requirements  of  Code
§§401(a)(4)  or 410, and may be aggregated with any or all other plans
of an Employer or Aggregated  Employer if such aggregation  group would continue
to meet the  requirements of Code  §§401(a)(4)  and 410 with such plan
being taken into account.  If the Plan must or may be aggregated  with any other
plan, the top-heavy ratio for the aggregated group shall be determined by adding
together the numerators for each plan, and then adding together the denominators
for each plan.

- 16 -

(69)    TOP-HEAVY  YEAR OF SERVICE:  A Year of Service  ending in a Plan
Year for which the Plan is a Top-Heavy Plan.

(70)    TOP PAID GROUP:  Effective for periods  beginning  after December
31, 1996,  the group  consisting of the top twenty  percent of employees  (other
than  employees  who are Five  Percent  Owners for the current  Plan Year or the
preceding 12 month  period) who performed  services for the Employer  during the
Plan Year when  ranked on the basis of 415  Compensation  paid during such year,
determined as provided in Code §414(q) and regulations  issued  thereunder.
All active  employees  and leased  employees  under Code  §414(n)  shall be
counted in  determining  the Top Paid Group,  without any  exclusion  for age or
service or  collective  bargaining  employees,  except  that  employees  who are
non-resident aliens with no United States source income shall be excluded.

(71)    TRUST or TRUST FUND: The fund known as the Family Dollar Employee
Savings and Retirement  Plan and Trust,  maintained in accordance with the terms
of the Trust Agreement,  as from time to time amended,  which constitutes a part
of this Plan.  Notwithstanding the foregoing, to the extent there is a currently
effective  written trust agreement outside this document which has been executed
by the  Employer and which  specifies  that its terms shall apply in lieu of any
other trust language, then the terms of that other trust document, to the extent
they differ from the trust  provisions  in this  document,  shall  supercede and
control.

(72)    TRUSTEE: The corporation or individuals appointed by the Board of
Directors of the Parent  Company to administer  the Trust.  For purposes of this
Plan and Trust, the Trustee shall be Merrill Lynch Trust Company,  until changed
as herein provided.

(73)    VALUATION DATE: The Anniversary Date in each Plan Year,  December
31,  plus any other  interim  dates  during  the Plan Year  which the  Committee
designates as Valuation Dates.  Additional  Valuation Dates may be designated by
the Committee at any time, and if designated  shall apply for all purposes under
the Plan (including pending distributions).

(74)    YEAR OF SERVICE:

(a)        A Year of Service for eligibility means a consecutive  twelve
month period in which an Employee completes at least 1,000 Hours of Service. The
first consecutive twelve month period for eligibility purposes shall be measured
from the first day the  Employee  is  entitled  to be  credited  with an Hour of
Service, and the second and subsequent consecutive twelve month periods shall be
measured by the Plan Year  beginning  with the Plan Year that includes the first
anniversary  of  the  Employees  date  of  employment.  The  participation
computation  periods  beginning  after a  one-year  Break  in  Service  shall be
measured from the date on which an Employee again performs an Hour of Service.

(b)        A Year of Service  for  vesting  means a  consecutive  twelve
month  period  coincidental  with the Plan Year in which an  Employee  completes
1,000 Hours of Service.  Solely for vesting purposes,  if an Employee  completes
1,000 Hours of Service in his first  twelve  months of  employment  but fails to
complete  1,000  Hours  of  Service  during  the Plan  Year in

- 17 -

which he  becomes eligible, he shall be given
credit for one Year of Service based upon his eligibility period Service and
Hours of Service.

(c)        A Year of Service  shall not be credited  for any  Authorized
Leave of  Absence  after the  Employee  incurs a Break in  Service  during  such
absence from the employ of the Employer.

(d)        Years of Service  completed  prior to the Original  Effective
Date of the Plan shall be  considered  for purposes of  eligibility  and vesting
under  the  Plan.  With  respect  to  Service  completed  prior to the  Original
Effective  Date,  if the  Employer  has not  maintained  records  sufficient  to
determine  precisely  the  number  of Hours of  Service  completed  during  each
computation   period,  then  the  Employee  shall  be  assumed  to  have  worked
continuously  during any period of employment,  and shall be credited with Hours
of Service based on the equivalency under the definition of Hours of Service for
the computation period used for him on the Original Effective Date.

(e)        Years of Service following  reemployment  shall be determined
in accordance with Section 3.4.

2.2        
Construction: The masculine gender, where appearing in the Plan, shall be deemed
to include the feminine gender, unless the context clearly indicates to the
contrary. The words hereof, herein,
hereunder and other similar compounds of the word
here shall mean and refer to the entire Plan and not to any
particular provision or Section.

2.3        
Governing Law: This Plan and Trust shall be governed to the maximum extent by
federal law under ERISA. To the extent not so preempted or otherwise governed by
ERISA, the laws of the State of North Carolina shall control on all other
matters.

2.4        
Effect of Restatement: If the Plan and Trusts restatement as of
January 1, 2002 fails to qualify under the Code upon its submission to the
Internal Revenue Service, the Parent Company may elect to make further
amendments as requested by the Internal Revenue Service or, alternatively, to
withdraw this restatement, return any Salary Deferral Contributions to the
Participant, and continue to operate the Plan and Trust under the documents in
effect prior to the restatement.

- 18-

# ARTICLE III
                            PARTICIPATION AND SERVICE

3.1        Participation:

(a)        Pre-Effective Date Participants: An Employee who became a Participant under the
prior provisions of the Plan as of the Effective Date shall continue to
participate in accordance with the provisions of this amended and restated Plan.

(b)        
Participation On and After March 1, 2002: Each Non-Highly Compensated Employee
who is shown on the Employers Plan records as a Regular Full-Time
Associate shall be eligible to participate in the Plan as of the first Entry
Date on or after the date on which he has both attained age eighteen and
completed ninety (90) days of employment for the Employer. Each Employee who is
shown on the Employers Plan records as a Part-Time Associate or as a
Full-Time Temporary Associate and each Highly Compensated Employee shall be
eligible to participate in the Plan as of the first Entry Date on or after the
date on which he both attained age eighteen and completed one Year of Service
(provided he is still in the Service of the Employer on such date).

(c)        
Participation On and After April 1, 2001, But Before March 1, 2002: Each
Employee who is shown on the Employers Plan records as a Regular
Full-Time Associate shall be eligible to participate in the Plan as of the first
Entry Date on or after the date on which he has both attained age eighteen and
completed ninety (90) days of employment for the Employer. Each Employee who is
shown on the Employers Plan records as a Part-Time Associate or as a
Full-Time Temporary Associate shall be eligible to participate in the Plan as of
the first Entry Date on or after the date on which he both attained age eighteen
and completed one Year of Service (provided he is still in the Service of the
Employer on such date).

(d)        
Participation Prior to April 1, 2001: Each Employee shall be eligible to
participate as of the first Entry Date on or after the date on which he both
attains age twenty-one and completes one Year of Service (provided that the
Employee is still in the Employers Service on such Entry Date).

(e)        
Plan Administrators Rules and Procedures: The Plan Administrator shall
have rules and procedures for determining how individuals who change status
during a Plan Year will be classified, which rules and procedures (without
limitation) may include a provision that considers an Employees status
as that which he had as of a certain day in a Plan Year (e.g., April 1), and
which provides that individual who becomes a Highly Compensated Employee after
he already has become a Participant in the Plan but before he has completed a
Year of Service, will cease Participation for the Plan Year in which he became
Highly Compensated until such time as he completes a Year of Service.

- 19 -

3.2        
Service: A Participants eligibility for benefits under the Plan shall
be based on his period of Service, determined in accordance with the following:
Subject to Section 3.4, a Participant shall accrue a Year of Service for each
Plan Year (or twelve month initial eligibility period under the conditions
described in paragraph (a) of the definition of Year of Service in Article II)
in which he has 1,000 or more Hours of Service.

3.3        Inactive Status: In the event that any Participant shall fail, in any Plan Year
of his employment after the Effective Date, to accumulate 1,000 Hours of
Service, such Plan Year shall not be considered as a period of Service for the
purpose of determining the Participants vested interest in accordance
with Section 6.3 (except as may otherwise be provided in the Plans
definition of Year of Service), but he shall continue to receive Income
allocations in accordance with Section 5.2(a) and shall share in Employer
Contributions if otherwise eligible under Section 5.2(c).

3.4        Participation and Service Upon Reemployment:

(a)    Participation Ceases Upon Termination of Employment: Participation
in the Plan shall cease upon  termination of employment with the Employer.  Such
termination of employment may have resulted from retirement,  death or voluntary
or involuntary termination of employment, unauthorized absence, or by failure to
return to active employment with the Employer by the date on which an Authorized
Leave of Absence expired.

(b)    Special Rules Regarding Reemployment: Upon the reemployment of any
person who had  previously  been employed by the Employer,  the following  rules
shall apply in determining his  Participation  in the Plan and his Service under
Section 3.2:

(1)        
Plan Participation:

(i)        
Employee  Who  Had  Not  Been  a  Participant:  If  the
reemployed Employee was not a Participant in the Plan during his prior period of
employment, he shall commence Participation after he has met the requirements of
Section  3.1  as  if he  were  a  new  Employee;  provided,  that,  any  Service
attributable  to his prior period of employment  shall be taken into account for
such  reemployed  Employee  unless the number of consecutive  one-year Breaks in
Service equals or exceeds the greater of (A) five or (B) the aggregate number of
Years of Service before the consecutive Breaks in Service (such aggregate number
not including Years of Service  disregarded by reason of prior periods of Breaks
in Service.

(ii)        
Employee Who Had Been a Participant:  If the reemployed
Employee was a Participant  in the Plan during his prior period of employment or
had completed the eligibility  requirements but had not become a Participant due
to an Entry Date  adjustment,  he shall be entitled to reparticipate in the Plan
for all  purposes  on his date of  reemployment;  provided,  that his ability to
elect to make Salary Deferral  Contributions shall be subject to the Plans
normal  rules and  procedures  which may delay  the  election  of making  Salary
Deferral Contributions to the next Change Date.

- 20 -

(2)        Computation of Service for Vesting Purposes:

(i)        
Employee Who Previously Had Vested Interest: In the case
of a  reemployed  Employee  whose  prior  employment  terminated  while he was a
Participant with any vested interest in his Employer Contribution Account or his
Salary Deferral Account under Article VI, any Service  attributable to his prior
period of employment shall be reinstated as of the date of his reparticipation.

(ii)        Employee Without Previous Vested Interest:  In the case
of a reemployed Employee who was a Participant whose prior employment terminated
without  a vested  interest  in his  Employer  Contribution  Account  or  Salary
Deferral  Account  under Article VI, any Service  which is  attributable  to his
prior  period of  employment  shall be taken into  account  unless the number of
consecutive one-year Breaks in Service equals or exceeds the greater of (i) five
or (ii) the aggregate  number of Years of Service before the consecutive  Breaks
in Service (such aggregate number not including Years of Service  disregarded by
reason of prior periods of Breaks in Service).

3.5        
Qualified Military Service: Notwithstanding any provision of the Plan to the
contrary, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Code §414(u).

- 21 -

# ARTICLE IV.
CONTRIBUTIONS AND FORFEITURES

4.1        Employer Contributions and Salary Deferral Contributions: The Employer may, for
each year, contribute an amount determined in the discretion of the Employer.
Such amount shall equal the amount which is elected to be deferred by
Participants as Salary Deferral Contributions under Section 4.3, plus any
additional amount contributed as an Employer Contribution by the Employer in its
discretion.

All
contributions of the Employer shall be made in cash or other property permitted
by ERISA, and shall be conditioned upon their deductibility under Code
§404 and shall be paid to the Trustee, and payments shall be made not
later than the date prescribed by law for filing the Employers federal
income tax returns for such year, including extensions which have been granted
for the filing of such tax returns; provided, that Salary Deferral Contributions
made pursuant to Participants elections under Section 4.3 shall be
paid to the Trustee on the earliest date on which such contributions can
reasonably be segregated from the Employers general assets but not
later than the 15th business day of the month following the month in which the
deferred amount otherwise would have been payable to the Participant (or such
other shorter or longer period permitted by the Commissioner or under ERISA).
Contributions of the Employer which are determined to be nondeductible shall be
returned to the Employer in accordance with Section 7.1. The Trustee shall not
be responsible for ensuring the timely payment of contributions.

4.2        Employee After-Tax Contributions by Participants:

Effective on and after January 1, 1994,  participants are not required
or permitted to make any after-tax contributions under this Plan.

4.3        Participants Election to Make Salary Deferral Contributions:

(a)    
Election:  By written election,  made and filed with the Committee
pursuant to the  Committees  rules and regulations and prior to the Change
Date at which such election is to take effect, a Participant may elect to have a
whole  percentage  between two percent and  eighteen  percent (or such higher or
lower percentage as may be allowed by the Committees rules or regulations)
of his Compensation  contributed as an Salary Deferral Contribution to the Plan.
A  Participants  Salary Deferral  Contribution shall at all times be fully
vested and  nonforfeitable.  As an  administrative  matter,  in calculating  the
amount  to be  withheld  from a  Participants  periodic  pay  as a  Salary
Deferral Contribution,  the Committee may adopt rules and procedures whereby the
amount of periodic  withholding  is  determined  by using a dollar  figure or by
using a percentage of base pay or of some other amount which is not identical to
Compensation;   provided,   that  for   purposes   of   applying   the   various
nondiscrimination  and other  tests  required  by the Code,  the  definition  of
Compensation will still be utilized.

(b)    General  $7,000  Limitation  on  Salary  Deferral  Contributions:
Notwithstanding the foregoing, for Plan Years beginning after December 31, 1986,
no Participants  Salary Deferral  Contributions to this Plan and any other
cash or deferred  arrangement  of any employer may exceed $7,000 for any taxable
year (i.e., generally the

- 22 -

calendar year) of the
Participant. The foregoing $7,000 limitation shall be adjusted automatically
each year to reflect changes in Code §402(g) and cost-of-living
adjustments announced by the Commissioner. Amounts contributed by a Participant
in excess of such limit (plus Income attributable thereto through the most
recent Valuation Date) may be distributed by the Plan to that Participant in
accordance with Code §402(g)(2) on or before April 15 of the following
calendar year; provided, that the Plan need not make such distribution unless so
requested in writing by the affected Participant on or before March 1 of the
following calendar year, but if not distributed, any amount contributed in
excess of the amount permitted under Code §402(g) shall be considered
an after-tax employee contribution and thereafter separately accounted for under
the Plan. Such distributed or redesignated amounts nevertheless shall continue
to be considered for Highly Compensated Employees (but not for Non-Highly
Compensated Employees) for purposes of the Plans Actual Deferral
Percentage.

(c)    
Modification or Revocation of Elections: Once made elections under
this Section 4.3 may not be modified except with regard to the day following the
Change Date at least 30 days  subsequent to the filing of a written  notice with
the Committee, or except as otherwise allowed by the Committee.  Elections under
this  Section  4.3  may  not  be  revoked  or  modified   and  Salary   Deferral
Contributions  modified or  discontinued  except with regard to a Change Date at
least  thirty  days  subsequent  to the  filing  of a  written  notice  with the
Committee  (or at such other time allowed under the  Committees  rules and
procedures).  If Salary Deferral  Contributions are so modified or discontinued,
they may not be resumed by that  Participant  until the  following  Change  Date
designated by the  Committee  for that purpose.  The Committee may develop rules
and  procedures  regarding  Change Dates and the  modification  or revocation of
elections,   which  rules  and  procedures  may   discriminate   against  Highly
Compensated Employees.

(d)    
Withdrawal and Distribution:  A Participant may request to have an
in-service  withdrawal from his Salary Deferral  Account only in accordance with
Section 6.5. Upon  termination of employment,  the Salary Deferral Account shall
be distributed in accordance with Article VI.

4.4        Limitations  on  Salary  Deferral   Contributions   and  on  Matching
Contributions Applicable for Plan Years Beginning After December 31, 1996:

(a)        Special  Rules  Limiting  Salary  Deferral   Contributions  under
Code §401(k):

(1)        Upon receipt of all Salary Deferral Contribution elections at
the adoption of the Plan, and  periodically  thereafter  (but no less frequently
than as of the  Anniversary  Date each Plan Year),  the Employer shall check the
Actual Deferral Percentages against the tests set forth in subsection (4) below.
The Committee  shall  formulate  limits and rules  regarding  the  percentage of
Compensation  which  may be  deferred  by  Participants  to the  extent it deems
necessary or  desirable  in order to meet one of the tests.  Any such limits and
rules  may  discriminate   against   Participants  who  are  Highly  Compensated
Employees.

(2)        In the event that neither test in subsection (4) is met as of
the last day of any Plan Year, the Committee  shall, to the extent  permitted by
IRS Notice 98-1 and any superseding guidance,  take one or more of the following
actions:

- 23 -

(i)        
If the  Employer is  utilizing  the current  years
Actual Deferral Percentage for Non-Highly Compensated Employees under subsection
(4),  request that the Employer  make an  additional  contribution  to the Plan,
which  contribution  shall be allocated among Salary Deferral Accounts in one of
the  following  manners,  as  specified by the  Committee:  (A) as if it were an
additional  Matching  Contribution  allocated  based upon some stated  amount of
Salary Deferral Contributions, either among all Participants or just among those
Participants who are Non-Highly Compensated Employees;  or (B) in the proportion
that each Participants Compensation bears to the total Compensation of all
affected Participants,  with such additional contribution either being made with
respect to all Participants or just among those  Participants who are Non-Highly
Compensated Employees.

(ii)        
If the  Employer is utilizing  the current  years
Actual Deferral Percentage for Non-Highly Compensated Employees under subsection
(4), in addition to or as an  alternative  to the  foregoing,  the Committee may
request  that  the  Employer   designate  that  all  or  part  of  the  Matching
Contribution  which it will put into the accounts of either all  Participants or
just those Participants who are Non-Highly Compensated Employees be allocated to
such Participants Salary Deferral Accounts.

(iii)        
In addition to or as an  alternative to the foregoing,
the Committee may in its  discretion  require that  Participants  who are Highly
Compensated  Employees be required to amend their Salary Deferral  Contributions
percentage  elections  and/or  to  receive  as a cash  distribution  under  Code
§401(k)(8) Excess Deferrals already contributed to the Plan with respect to
the Plan Year, plus any Income attributable thereto (computed in accordance with
the Trustees usual procedures for allocating Income to  Participants
accounts. If any Salary Deferral  Contributions are distributed pursuant to this
Section, any Matching Contributions allocated to the Participants Employer
Contribution  Account by reference to those Salary Deferral  Contributions  also
must be distributed (if such Matching Contributions are vested) or forfeited (if
such  matching  Contributions  are not  vested) as  required  to comply with the
Commissioners  regulations  under§401(a)   and§401(m).   In  all
events,  the  Committees  determination as to which  Participants  will be
affected  under this  subparagraph  (iii) shall be  determined  by reducing  the
maximum dollar amount of deferrals of  Participants  who are Highly  Compensated
Employees,  beginning  with the Highly  Compensated  Employee  with the  largest
amount of such Salary Deferral  Contributions and continuing in descending order
until all of the Salary Deferrals  Contributions  have been allocated.  For this
purpose, the largest amount  is determined after distribution of any
Excess Contributions.  Any cash distributions under the foregoing sentence shall
be treated as if they had never been deferred to the Plan under Section 4.3.

(3)        The timing of any corrective  measures  under  subsection (2)
above should be as follows:  (i) any additional amounts contributed  pursuant to
subsection   (2)(i)  or  (ii)  above  shall  be   deposited   in  the   affected
Participants Salary Deferral Accounts no later than the date prescribed by
law for  filing  the  Employers  federal  income  tax  returns,  including
extensions  which have been granted for the filing of such tax return;  and (ii)
any cash distribution of Excess Deferrals pursuant to subsection  (2)(iii) above
must be made to the appropriate Highly Compensated  Employees after the close of
the Plan Year in which the Excess  Deferral arose and within twelve months after
the close of that Plan Year.

- 24 -

(4)        As of each  Anniversary  Date (and more  frequently as deemed
necessary by the Committee),  all  Participants  who were directly or indirectly
eligible to make a Salary Deferral Contribution for all or a portion of the Plan
Year shall be separated into the Highly  Compensated  Employee group (including,
for Plan  Years  beginning  before  January 1,  1997,  Family  Members of Highly
Compensated Employees) and the Non-Highly Compensated Employee group. One of the
following two tests must be satisfied as of each  Anniversary Date for there not
to be a further  Employer  Contribution  and/or  amendment  of  salary  deferral
elections  and/or  required cash election  and/or  recharacterization  by Highly
Compensated Employees under subsection (2) above:

| | Test I - the Actual Deferral Percentage for the Highly Compensated Employee group is
not more than the Actual Deferral Percentage of the Non-Highly Compensated
Employee group for the preceding Plan Year multiplied by 1.25.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Test II - the excess of the Actual Deferral Percentage for the Highly Compensated
Employee group over the Non-Highly Compensated Employee group for the preceding
Plan Year is not more than two percentage points, and the Actual Deferral
Percentage for the Highly Compensated Employee group is not more than the Actual
Deferral Percentage of the Non-Highly Compensated Employee group multiplied by
2.0.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding the
foregoing, for Plan Years beginning prior to January 1, 2002, the use of Test II
shall be limited to the extent necessary in order to avoid any restrictions on
the use of this alternative limitation which have been
promulgated by the Commissioner, as further described in subsection (b)(5)
below. In addition, for the first Plan Year during which deferral elections are
permitted under the Plan, the limitations under Test I and II shall be computed
using three percent (3%) as the ADP for the Non-Highly Compensated Employee
group, or, if the Employer elects, using the ADP of the Non-Highly Compensated
Employee group for that first Plan Year. In any other year, the Employer also
may elect to use the ADP of the Non-Highly Compensated Employee group for the
same Plan Year, but such election must be made, and if made can only be changed,
in accordance with the Commissioners rules and regulations.

(5)        Each  groups  ADP  and  Test I and  Test II  shall  be
determined  in  accordance  with  Code  §401(k)  and any  related  rules or
regulations of the Commissioner.

(b)        Special Rules  Limiting  Matching  Contributions  and Any Employee
After-Tax Contributions:

(1)        
At the adoption of the Plan, and periodically thereafter (but
not less frequently than twice a year as of the Anniversary  Date each Plan Year
and the date six months prior thereto), the Employer shall check the ACP against
the tests set forth in subsection (4) below.  The Committee may formulate limits
and rules regarding the contribution and/or allocation of any employee after-tax
contributions  and Matching  Contributions  to the extent it deems  necessary or
desirable  in order to meet one of the  tests.  Any such  limits  and  rules may
discriminate against Participants who are Highly Compensated Employees.

- 25 -

(2)        In the event that neither test in subsection (4) is met as of
the last day of any Plan Year, the Committee shall:

(i)        If the Employer is utilizing the current years ACP
for Non-Highly  Compensated  Employees under  subsection  (4),  request that the
Employer  make  an  additional   Matching   Contribution  to  the  Plan,   which
contribution  shall be  allocated  among  Employer  Contribution  Accounts as an
additional  Matching  Contribution  allocated  based upon some stated  amount of
Salary Deferral  Contributions either among all Participants or just among those
Participants who are Non-Highly  Compensated  Employees.  Any amount contributed
pursuant to this subparagraph (i) shall be a new Matching  Contribution,  and no
amount previously  contributed to the Plan as a Salary Deferral  Contribution or
as a qualified non-elective contribution as described in § 1.401(m)-1(b)(5)
of  the   Commissioners   regulations  may  be  redesignated  as  Matching
Contributions under this subparagraph.

(ii)        In addition to or as an  alternative  to the foregoing,
the Committee may, in its discretion,  require that  Participants who are Highly
Compensated  Employees  be required  to elect to receive as a cash  distribution
under  Code   §401(m)(6)  any  Excess   Contributions  of  vested  Matching
Contributions  already  contributed  to the Plan with  respect to the Plan Year,
plus  any  Income   attributable   thereto  (computed  in  accordance  with  the
Trustees  usual  procedures  for allocating  Income to  Participants
accounts).  In  all  events,  the  Committees  determination  as to  which
Participants  will be affected shall be determined under this  subparagraph (ii)
by reducing the maximum  dollar amount of Matching  Contributions  and after-tax
employee  contributions  (if any) by or on behalf of Participants who are Highly
Compensated  Employees in order of their ACP, beginning with the largest amounts
of Matching Contributions taken into account in calculating the ACP for the Plan
Year in which the excess arose,  beginning with the Highly Compensated  Employee
with the  largest  amount  of such  Matching  Contributions  and  continuing  in
descending order until all of the Excess Contributions have been allocated.  For
this purpose, the largest amount is determined after distribution of
any Excess  Contributions.  Any cash distributions  under the foregoing sentence
shall be treated as if they had never been contributed to the Plan under Section
4.1.

(iii)        In addition to or as an  alternative to the foregoing,
the Committee may require that non-vested Matching Contributions be forfeited to
correct Excess Contributions.

(3)        The timing of any corrective  measures  under  subsection (2)
above shall be as follows:  (i) any additional amount to be contributed pursuant
to subsection (2)(i) above shall be deposited in the affected Participants
Employer  Contribution  Accounts  no later than the date  prescribed  by law for
filing the Employers federal income tax return, including extensions which
have  been  granted  for the  filing  of such  tax  return;  and  (ii)  any cash
distribution  of Excess  Contributions  of  Matching  Contributions  pursuant to
subsection  (2)(ii)  above must be made to the  appropriate  Highly  Compensated
Employees  after the close of the Plan  Year in which  the  Excess  Contribution
arose and within twelve months after the close of that Plan Year.

(4)        As of each  Anniversary  Date (and more  frequently as deemed
necessary by the Committee),  all Participants  shall be divided into the Highly
Compensated

- 26 -

Employee group (including,
for Plan Years beginning before January 1, 1997, Family Members of Highly
Compensated Employees) and the Non-Highly Compensated Employee group. One of the
following two tests must be satisfied as of each Anniversary Date for there not
to be a further Employer Matching Contribution election and/or required cash
election by Highly Compensated Employees under subsection (2) above:

| | Test I - the ACP for the Highly Compensated Employee group is not more than the ACP
of the Non-Highly Compensated Employee group for the preceding Plan Year
multiplied by 1.25.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Test II - the excess of the ACP for the Highly Compensated Employee group over the
Non-Highly Compensated Employee group for the preceding Plan Year is not more
than two percentage points, and the ACP for the Highly Compensated Employee
group is not more than the ACP of the Non-Highly Compensated Employee group
multiplied by 2.0.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notwithstanding the
foregoing, for Plan Years beginning prior to January 1, 2002, the use of Test II
shall be limited to the extent necessary in order to avoid any restrictions on
the use of this alternative limitation which have been
promulgated by the Commissioner, as described in subsection (5) below. In
addition, for the first Plan Year during which matching contributions are
permitted under the Plan (including any predecessor plan), the limitations under
Tests I and II shall be computed using three percent (3%) as the ACP for the
Non-Highly Compensated Employee group or, if the Employer elects, using the ACP
of the Non-Highly Compensated Employee group for the first Plan Year. In any
other year, the Employer also may elect to use the ACP of the Non-Highly
Compensated Employee group for the same Plan Year, but such election must be
made, and if made can only be changed, in accordance with the
Commissioners rules and regulations.

(5)        Restriction  on Multiple  Use of Test II prior to January 1,
2002:  For Plan  Years  beginning  prior  to  January  1,  2002,  the  following
restrictions  shall  apply in any case where the Plan is required to use Test II
for computing both the maximum ADP and ACP  limitations  for Highly  Compensated
Employees.  In such  case,  the sum of the  ADP and ACP for  Highly  Compensated
Employees may not exceed the greater of (i) or (ii) below:

(i)        the sum of:

(A)        1.25  times the  greater  of the ADP or the ACP for
the Plan Year for Non-Highly Compensated Employees, plus

(B)        
2.0 times the  lesser of the ADP or the ACP for the Plan Year for Non-Highly
Compensated Employees, provided that this figure may not exceed the lesser of
the ADP or the ACP for Non-Highly Compensated Employees by more than two
percentage points.

(A)        
1.25 times the lesser of the ADP or the ACP for the
Plan Year for Non-Highly Compensated Employees, plus

- 27 -

(B)        
2.0 times the greater of the ADP or the ACP for the Plan Year for Non-Highly
Compensated Employees, provided that this figure may not exceed the greater of
the ADP or the ACP for Non-Highly Compensated Employees by more than two
percentage points.

In the event that such
aggregate limitation is exceeded, correction shall be made by reducing the ACP
for Highly Compensated Employees in accordance with this subsection (b) to the
extent necessary to meet this aggregate limitation.

(6)        Each  groups  ACP  and  Test I and  Test II  shall  be
determined  in  accordance  with Code  §401(m)  and any  related  rules and
regulations of the Commissioner.

4.5        Rollover Contributions:

(a)        In  General:  Subject  to all  the  provisions  of  this  Plan,  a
Participant,  may direct the appropriate  fiduciary of any qualified  retirement
plan of another  employer to distribute or transfer  directly to the Trustee any
portion  or all of  such  Participants  interest  in the  distributing  or
transferring plan, exclusive of contributions made by the Participant thereunder
except that a Participant  may roll over into this Plan  employee  contributions
deductible under Code  §219(e)(2) to the extent such amounts are thereafter
accounted  for  separately  and  also  may  roll  over  elective   contributions
considered employer  contributions under Code §401(k).  Alternatively,  the
Participant may personally  present such amount to the Trustee within sixty days
of receipt thereof as a distribution from another qualified  retirement plan. In
addition,  an  Employee  who has become a  Participant  who has  established  an
individual  retirement account solely for the purpose of serving as a repository
for distributions from the qualified  retirement plan of a former employer,  and
who has not made any contributions to such individual  retirement account on his
own behalf also may transfer or present within sixty days of receipt part or all
of the assets of such individual retirement account to the Trustee.

Upon the receipt of such a rollover  contribution,  the Trustee  shall
establish  a  Rollover   Account  for  the   Participant  on  whose  behalf  the
distribution  was  received.  The value of the Rollover  Account so  established
shall be fully vested and nonforfeitable at all times.

(b)        Requirements   and   Conditions   With   Respect   to   Rollover
Contributions:  Rollover contributions shall further be subject to the following
conditions:

(1)        No Interim Withdrawals: No withdrawals from Rollover Accounts
shall be permitted until such time as the  Participant is otherwise  eligible to
receive his vested  interest  attributable to Employer  Contributions  (or would
have been  eligible had he been vested in any part of his Employer  Contribution
Account) or until such earlier time permitted under Section 6.5.

(2)        Certification:  The Participant shall at the Committees
request present a written certification in a form acceptable to the Committee to
the effect that: The amount received as a rollover  contribution is attributable
only to amounts to the Participants  credit in a qualified retirement plan
or rollover individual retirement account; no portion of such amount consists of
contributions  made  by  the  Participant  other  than  employee   contributions

- 28 -

deductible under Code
§219(e)(2) and elective contributions considered employer contributions
under §401(k); specifying any amounts transferred which are subject to
any restrictions under Code §401(a)(9) or §402(c)(4) or
otherwise; and if such amount is being paid by the Participant personally, it
was received within the prior sixty calendar days.

(3)    Participation  for  Purposes of this  Section:  For the sole
purpose of determining  whether an Employee has become eligible to utilize these
rollover  provisions,  and not for any other purpose under the Plan, an Employee
shall be considered a Plan  Participant on the date he has completed thirty days
of Service with the Employer.

(4)    Other Limitations: No rollover contribution shall be accepted
(i) directly or indirectly  from an individual  retirement  account to which the
Participant contributed on his own behalf; or (ii) which consists in whole or in
part of insurance  contract(s) with respect to which future premium payments are
or may become due, unless there are sufficient other assets being transferred so
as to make  maintenance of such contract(s)  feasible  without  violation of any
limitation  on assets  which may be applied  for that  purpose;  or (iii)  which
consists   of   amounts   not   eligible   for    rollover    treatment    under
Code §402(c)(4)(B).

(5)    No  Transfer  Allowed  from Plan  Subject to Code  §417:
Except as otherwise  described in this Section,  no direct or indirect  transfer
will be  permitted  into this Plan  from (i) a plan  which is a defined  benefit
pension plan,  (ii) a defined  contribution  plan subject to the minimum funding
standards of Code §412  (e.g.,  a money purchase or target benefit  pension
plan),  or (iii)  any  other  defined  contribution  plan that does not meet the
requirements  of Code  §401(a)(11)(B)(iii)(I)  and (II) regarding all death
benefits being paid to a Surviving  Spouse absent spousal  consent and regarding
the  Participants  ability  to  elect  a life  annuity  form  of  payment.
Rollovers into this Plan which are Eligible Rollover Distributions (whether they
are  transferred  directly to this Plan in a trustee to trustee  transfer or are
distributed to the Participant by the other plan) will be permitted with respect
to benefits attributable to such a plan.

(c)        Directed Rollover Option: Effective January 1, 1993, distributions
from this Plan may be  directly  rolled  over to another  plan  pursuant  to the
provisions of subsection 6.4(h).

4.6
        Disposition of Forfeitures: Upon termination of employment, a
Participants Forfeiture, if any, shall be maintained in his Employer
Contribution Account until his Forfeiture Date, which is the earlier of (a) the
date on which he has received a distribution of the entire nonforfeitable
portion of his account (or deemed distribution in the case of a Participant
without any vesting, which deemed distribution date shall be the date of his
termination of employment with the Employer) or (b) the last day of the Plan
Year in which the Participant incurs five consecutive one-year Breaks in
Service, and shall continue to receive Income allocations pursuant to Section
5.2(a) until such time. If the terminated Participant returns to the employ of
the Employer before his Forfeiture Date, the undistributed amount in his
Employer Contribution Account, including any Forfeiture still maintained in his
Employer Contribution Account, plus Income allocations, shall upon
reparticipation become the beginning balance in his new Employer Contribution
Account. If the terminated Participant does not return before his Forfeiture
Date, any vested amounts remaining in the terminated Participants
accounts will be distributed to him as hereinafter provided; and his Forfeiture,
plus Income allocations shall be

- 29 -

transferred  to the
Suspense Account and become available as of such
Forfeiture Date for use as provided in Section 5.2(e) as a current or subsequent
Employer Contribution of the Employer as of the Valuation Date next following
such Forfeiture Date or as soon as practicable thereafter. If a terminated
Participant who is less than one hundred percent vested in his Employer
Contribution Account is reemployed after five consecutive one-year Breaks in
Service, but before distribution of his vested account balance, any portion of
his account that has not been distributed will be segregated in the records of
the Trust and separately accounted for until such time as the Participant is one
hundred percent vested in his Employer Contribution Account.

4.7         Pay Back Provision:
If a terminated Participant who is less than one hundred
percent vested in the Plan receives a distribution of his entire nonforfeitable
benefit derived from his Salary Deferral Account and/or his Employer
Contribution Account, and such Former Participant returns to the employ of the
Employer, then such reemployed Participant shall be given an opportunity to
repay the full amount of any such prior distribution of amounts derived from
Salary Deferral Contributions and Employer Contributions as provided below. If
such a reemployed Employee repays such prior amounts from his Salary Deferral
Account and Employer Contribution Account before the earlier of five years after
the first date on which he is subsequently reemployed by the Employer or the
close of the first period of five consecutive one-year Breaks in Service
commencing after distribution (or, in the case of a distribution from the Plan
other than by reason of separation from Service, five Years after the date of
the distribution), then his prior account balance shall be restored to the
amount which was allocated to such accounts on the date of distribution. In the
case of a reemployed Former Participant who had no vested interest in either his
Salary Deferral Account or Employer Contribution Account at the time of his
previous separation from Service and who therefore was deemed to have received a
distribution, if such Former Participant is reemployed before he has incurred
five consecutive one-year Breaks in Service, then repayment of his Salary
Deferral Account and Employer Contribution Account shall be deemed to be made on
the date following the Anniversary Date following reemployment.

If the Plan is required to restore forfeited amounts by virtue of a pay back under
this Section, such restoration shall be made no later than the end of the Plan
Year following the Plan Year of repayment, and the Committee may choose among
any or a combination of the following permissible sources for restoration:
Forfeitures which become available that Plan Year, or additional Employer
contributions (which Employer contributions shall be in addition to those
required or permitted by Section 4.1 of the Plan).

In the event a Participant exercises his right to buy back a previous Forfeiture
through a repayment of a prior distribution pursuant to this Section, no part of
the amount which is repaid to the Plan by the Participant may be invested in any
stock or other security of the Employer or any affiliate of the Employer.

- 30 -

# ARTICLE V.
ALLOCATIONS TO Participants ACCOUNTS

5.1        
Individual Accounts: The Committee shall create and maintain adequate records to
disclose the interest in the Trust of each Participant, Former Participant and
Beneficiary. Such records shall be in the form of individual accounts and
credits and charges shall be made to such accounts in the manner herein
described. When appropriate, a Participant shall have an Salary Deferral
Account, an Employer Contribution Account, a Rollover Account, and (but only for
Participants who made after-tax contributions during a time where the Plan
permitted after-tax contributions) an after-tax employee contribution account.
Subaccounts also may be maintained pursuant to rules and regulations of the
Committee to reflect collective investment subaccounts, segregated subaccounts
and any other subaccounts deemed necessary or desirable by the Committee. The
maintenance of individual accounts is only 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 account as of the date paid.

5.2        Account Adjustments: The accounts of Participants,  Former Participants
and  Beneficiaries and the Suspense Account shall be adjusted in accordance with
the following:

(a)        
Income:  As of each  Valuation  Date, the Income of the Trust Fund
since the last Valuation Date shall be allocated among the Suspense  Account and
the accounts of  Participants,  Former  Participants and  Beneficiaries  who had
unpaid  balances in their  accounts on the  Valuation  Date in proportion to the
balances in such accounts  immediately  following the prior  Valuation Date, but
after  first   reducing  each  such  account   balance  by  the  amount  of  any
distributions,  withdrawals,  directed  investments,  and loans from the account
since the prior Valuation Date, and after  increasing the balance in each Salary
Deferral  Account  and  Rollover  Account  since the prior  Valuation  Date by a
weighted   proportion  of  any  Salary  Deferral   Contributions   and  rollover
contributions  since the last  Valuation  Date weighted in  accordance  with the
Trustees  customary and reasonable accounting procedures and in accordance
with  non-discriminatory  procedures  and rules  adopted by the  Committee.  The
interest paid by a Participant  since the prior  Valuation  Date in respect of a
loan from his  accounts as  provided  in Section  6.6 or in any loan  procedures
pursuant to Section 6.6 shall be segregated  and credited to such accounts under
the  rules  for such  accounts.  At the  Committees  discretion  uniformly
applied  and  otherwise  not  violative  of the  Commissioners  rules  and
regulations  regarding  domestic  relations orders or otherwise,  administrative
expenses directly  connected or associated with a particular  Participants
account may be charged to that  account.  The Income  since the prior  Valuation
Date attributable to any investment of any directed investment account which has
been established in accordance with Sections 7.8 also shall be allocated to such
account  as of each  Valuation  Date,  or at such  other  times  (including  any
distribution  date),  as may be  appropriate  under  the  Trustees  normal
procedures for such accounts.  All valuations  shall be based on the fair market
value of assets in the Trust Fund on the  Valuation  Date.  Notwithstanding  the
foregoing,  in  the  event  that  the  Plans  assets  are  invested  among
collective  investment  funds as  provided  in  Section  7.8 of this  Plan,  the
foregoing  allocation of Income shall be adjusted to reflect the  segregation of
each such collective investment fund.

(b)        Salary  Deferral  Contributions:   A  Participants   Salary
Deferral Contributions under Section 4.3 during the Plan Year, and other amounts
contributed by the

- 31 -

Employer to the Salary
Deferral  Accounts of  Participants pursuant to Section
4.4(a)(2)(i), shall be allocated to his Salary Deferral Account when received by
the Trustee (less amounts withdrawn as cash under Section 4.4).

(c)        Employer  Contributions:
As of each  Anniversary  Date  (or more
frequently if designated by the Employer),  the Employer  Contributions (if any)
made with respect to that period in the Plan Year shall be allocated among those
Participants  who were in the employ of the Employer on that Valuation  Date, or
at such  earlier  times as provided by  Committee  rules and  regulations.  Such
allocations  shall be made in accordance with the following  formula (subject to
subsection (f) below):

(1)        Matching  Contributions:  Any Employer  Contribution shall be
allocated in a manner specified by the Parent Company so as to provide a uniform
stated percentage match of each Participants Salary Deferral Contributions
up to a  uniform  stated  percentage  of each  Participants  Compensation;
provided,   that  no  such  allocation   shall  exceed  a  100%  match  of  each
Participants  Salary Deferral Contributions which are equal to six percent
of his Compensation.

(2)        Notwithstanding   the  foregoing,   the  allocation  of  the
aforesaid  Matching  Contribution  also may be  modified by  stipulation  of the
Parent Company so as to discriminate  against Highly  Compensated  Employees and
their Family Members if such  modification  is deemed  necessary or desirable by
the Committee in order to comply with one of the tests set forth in Section 4.3.

(3)        Nothing in the  foregoing  shall require the Employer to make
any amount of Employer Contribution.

(d)        Suspension  of  Accrual
Requirements:  If,  for  any  Plan  Year
beginning  after December 31, 1988, the Plan fails to satisfy the  Participation
Test under Code  §401(a)(26)  or the Coverage Test under Code  §410(b)
this Section 5.2(d) will apply. The Plan will satisfy the Participation Test for
Plan Years  beginning  before  January 1, 1997 if, using any  allowable  testing
method,  the number of Employees who benefit under the Plan is at least equal to
the lesser of fifty or forty percent of the total number of Includible Employees
or the Plan  otherwise  satisfies  Code  §401(a)(26).  Notwithstanding  the
foregoing, the Participation Test shall not apply for Plan Years beginning after
December  31,  1996.  The Plan will  satisfy  the  Coverage  Test if,  using any
allowable  testing method,  the number of Non-Highly  Compensated  Employees who
benefit under the Plan is at least equal to seventy  percent of the total number
of  Includible  Non-Highly  Compensated  Employees  or  if  the  Plan  otherwise
satisfies Code §410(b). Includible  Employees are all Employees
other than (1) those Employees  excluded from  participating in the Plan for the
entire Plan Year by reason of the  collective  bargaining  unit exclusion or the
nonresident  alien  exclusion or by reason of the age and Service  participation
requirements   of  Sections  3.1;  and  (2)  to  the  extent   required  by  the
Commissioners  then  applicable  rules and  regulations,  any Employee who
separates  from Service  during the Plan Year and fails to complete at least 501
Hours of Service for the Plan Year.

For  purposes of the  Participation  Test and the  Coverage  Test,  an
Employee is benefiting  under the Plan on a particular date if he is entitled to
an allocation for the Plan Year

- 32 -

under Section  5.2(c).  Under the  Participation Test, when determining
whether an Employee is entitled to an allocation under Section 5.2(c), the
Committee shall disregard any allocation required solely by reason of the
Top-Heavy minimum allocation under Section 5.2(f), unless the Top-Heavy minimum
allocation is the only allocation made under the Plan for the Plan Year.

If this Section 5.2(d)  applies for a Plan Year,  the Committee  shall
suspend the  accrual  requirements  for the  Non-Highly  Compensated  Includible
Employees who are Participants,  beginning first with the Non-Highly Compensated
Includible  Employee(s)  employed  with the Employer on the last day of the Plan
Year, then the Non-Highly Compensated Includible Employee(s) who have the latest
separation  from  Service  during the Plan Year,  and  continuing  to suspend in
descending  order  the  accrual  requirements  for each  Non-Highly  Compensated
Includible  Employee who incurred an earlier  separation from Service,  from the
latest to the earliest  separation  from Service date,  until the Plan satisfies
both the  Participation  Test (for Plan Years beginning  before January 1, 1997)
and the Coverage Test for the Plan Year. If two or more  Non-Highly  Compensated
Includible  Employees  have a  separation  from  Service  on the same  day,  the
Committee  shall  suspend  the  accrual  requirements  for all  such  Non-Highly
Compensated  Includible Employees,  irrespective of whether the Plan can satisfy
the Participation Test and the Coverage Test by accruing benefits for fewer than
all such Non-Highly Compensated  Includible Employees.  If the Plan suspends the
accrual requirements for an Non-Highly  Compensated  Includible  Employee,  that
Employee shall share in the allocation of Employer Contributions and Participant
Forfeitures,  if any,  without  regard to the  number of Hours of Service he has
earned for the Plan Year and  without  regard to whether he is  employed  by the
Employer on the last day of the Plan Year.

The  suspension  of  accrual   requirements   for  Employer   Matching
Contributions  applies separately to the Code §401(m)  portion of the Plan,
and the Committee will treat an Employee as benefiting under that portion of the
Plan  if he is an  eligible  Employee  for  purposes  of the  Code  §401(m)
nondiscrimination test.

(e)        Forfeitures:   Forfeitures  assessed  against  Participants
accounts as provided  in Section 4.6 shall be retained in the  Suspense  Account
and shall be available for reallocation as provided in this Section.  As of each
Valuation Date (or, if earlier, the Plans  termination date),  Forfeitures
which have become  available for  reallocation  since the prior  Valuation  Date
shall be used to reduce  current  or future  Employer  Contributions  to be made
under subsection (c) above and to the extent not so used to pay Plan expenses.

(f)        Minimum  Contributions  and  Forfeitures for a Top-Heavy Plan: For
any Plan Year in which the Plan is a Top-Heavy Plan, the allocation formula will
be changed  to the extent  necessary  so that each  Participant  who is a Nonkey
Employee  and  who  has not  separated  from  Service  on the  Anniversary  Date
(regardless  of whether he has completed at least 1,000 Hours of Service in that
Plan Year) will receive a total allocation to his Employer  Contribution Account
(including both Employer Contributions and Forfeitures for that Plan Year) which
is equal to the lesser of the following  percentages of his 415 Compensation for
that Plan Year: (i) three percent or (ii) the highest percentage  provided under
the Plan during that Plan Year on behalf of a Key Employee  (with the percentage
being  determined  for  each  Key  Employee  by  using  that  part  of  his  415
Compensation  which is not in excess of  $150,000  (or  $200,000  for Plan Years
beginning  before  January  1, 1994) or other  higher  amount  applicable  under

- 33 -

Code §401(a)(17)
and, effective for Plan Years beginning after December 31, 1988, by taking into
account all elective deferrals under Code §401(k) and matching
contributions for that Key Employee); provided, that the minimum contribution
may be less than three percent only if the Plan is not used by a defined benefit
plan (whether active or wasting) to meet the participation tests of Code
§§401(a)(4) or 410. Effective for Plan Years beginning after
December 31, 1988, amounts contributed at a Participants election
under Code §401(k) and any matching contributions (other than Matching
Contributions for Plan Years beginning after December 31, 2001) allocated to
Nonkey Employees which are necessary in order to satisfy the requirements of
Code §§401(k) and 401(m) may not be offset against the
aforesaid minimum contribution for a Participant, but amounts contributed by the
Employer as qualified non-elective contributions under Code
§401(m)(4)(C) and matching contributions not necessary to satisfy Code
§401(k) or (m) may be offset. In all cases, Employer contributions and
forfeitures allocated to a Participant from any other tax-qualified defined
contribution plan of the Employer and any Aggregated Employer required or
permitted to be aggregated as described in the definition of Top-Heavy Plan in
Section 2.1 which meet the top-heavy minimum contribution shall be offset. In
the case of a Participant covered both by tax-qualified defined contribution
plan(s) and tax-qualified defined benefit plan(s) of the Employer and any
Aggregated Employer required or permitted to be aggregated as described in the
definition of Top-Heavy Plan in Section 2.1, each Participant shall receive an
aggregate minimum benefit and contribution at least equal (using a comparability
analysis) to the minimum defined benefit (as defined in the Employers
defined benefit plan) in any Plan Year in which the Plan is a Top-Heavy Plan.

(g)        Rollover    Contributions:
A Participants rollover
contributions  for the Plan Year shall be allocated to his Rollover Account when
received by the Trustee.

5.3        Maximum Additions:

(a)        415 Limitation:
Notwithstanding  anything contained herein to the
contrary,  the total  Additions  made to the Employer  Contribution  Account and
Salary  Deferral  Account (or comparable  accounts) of a Participant in the Plan
and all other defined  contribution  plans  (whether or not  terminated)  of the
Employer and any Aggregated  Employer for any  Limitation  Year shall not exceed
the 415 Limitation which is the lesser of (i) $30,000 (or, effective
for Plan Years  beginning  after  December 31, 2001,  $40,000) as  automatically
adjusted  each  year to  reflect  cost-of-living  adjustments  announced  by the
Commissioner or (ii) twenty-five percent (or, effective for Plan Years beginning
after  December 31, 2001,  one hundred  percent) of the  Participants  415
Compensation  for such  Limitation  Year. If a short  Limitation Year is created
because of an amendment changing the Limitation Year to a different  consecutive
twelve month period,  the (a)(i)  amount will be multiplied by a fraction  whose
numerator  is the  number  of  months  in the  short  Limitation  Year and whose
denominator  is  twelve;   and  the  (a)(ii)  amount  will  be  based  upon  the
Participants  415  Compensation  for the short  Limitation  Year. For Plan
Years  beginning  after December 31, 2001,  the  compensation  percentage  limit
referred  to in (ii)  above  shall not  apply to any  contribution  for  medical
benefits after separation from Service (within the meaning of Code  §401(h)
or §419A(f)(2)) which is otherwise treated as an Annual Addition.

(b)        Return of Salary Deferral  Contributions:  The Trustee will return
any Salary Deferral Contributions (within the meaning of Code §402(g)) by a
Participant (plus

- 34 -

earnings and gains
attributable thereto) to the extent necessary to reduce the total Additions for
that Plan Year so as not to exceed the 415 Limitation on Annual Additions. Any
Salary Deferral Contributions returned (or transferred to a Suspense Account
under subsection (c) below) shall be disregarded for purposes of the ADP test of
Code §401(k), the ACP test of Code §401(m) and the limitations
of Code §402(g).

(c)        Suspense Account:  If as a result of the allocation of Forfeitures
or a reasonable error in estimating a Participants annual Compensation, or
in  determining  the amount of  elective  deferrals  within the  meaning of Code
§402(g)  that may be made  within  the limits of Code  §415  (or under
other limited facts and circumstances  which the Commissioner  finds justify the
availability of the rules set forth in this Plan pursuant to Commissioners
Regulation  §l.415-6),  the Annual Additions for a Participant would exceed
the 415  Limitation,  then  amounts  in  excess of the 415  Limitation  shall be
treated  in  accordance  with  this  subparagraph.   Any  excess  amounts  in  a
Participants  account shall be used to reduce Employer  Contributions  for
the  next  Limitation  Year  (and  succeeding  years,  as  necessary)  for  that
Participant  if that  Participant  is  covered  by the Plan as of the end of the
Limitation Year. If that Participant is not covered by the Plan as of the end of
the  Limitation  Year,  then the excess amounts shall be transferred to and held
unallocated  in a Suspense  Account for the  Limitation  Year and  allocated and
reallocated  as necessary to prevent the  relevant  415  Limitations  from being
exceeded  in the  next  Limitation  Year  (and  succeeding  Limitation  Years as
necessary)  to all the  remaining  Participants  in the Plan.  Furthermore,  the
excess  amounts  in the  Suspense  Account  must  be  used  to  reduce  Employer
Contributions  for the next Limitation Year (and succeeding  Limitation Years as
necessary) for all  Participants in the Plan. In no event may any excess amounts
which are due to Employer  Contributions  be distributed  out to Participants or
Former Participants.

(d)        Aggregate Limitations: Because of the repeal of Code §415(e),
no aggregate limitations (restricting the combined benefits which may be payable
to a  Participant  covered  by both a  defined  benefit  plan(s)  and a  defined
contribution  plan(s)) shall apply for Limitation Years beginning after December
31, 1999.  The aggregate  limitations  for  Limitation  Years  beginning  before
January 1, 2000 shall be those provided under the terms of the Plan as in effect
on that date.

- 35 -

# ARTICLE VI.
BENEFITS

6.1        
Retirement or Disability: If a Participant has attained Normal Retirement Age or
if his employment is terminated at an earlier age because of Disability, he
shall be fully vested in the amount allocated to each of his accounts and shall
be entitled to receive such amount following the termination of his employment
payable in accordance with Section 6.4.

6.2        Death and Designation of Beneficiary:

(a)        
Death Benefits: In the event that the termination of employment of
a Participant  is caused by his death,  the entire amount then allocated to each
of his accounts  shall be fully vested and shall be payable to his  Beneficiary,
after receipt by the Committee of an  acceptable  proof of death,  in accordance
with this Section. In the event that the  Participants  death occurs after
his  termination  of  employment  but  before  he has  received  all of his Plan
benefits,  the entire amount then allocated to each of his accounts shall not be
fully  vested but the vested  amount then  allocated  to each of his accounts as
provided in Section 6.3 shall be payable to his  Beneficiary,  after  receipt by
the Committee of an acceptable proof of death, in accordance with this Section.

(b)        Designation of Beneficiary: Each Participant from time to time may
designate  any  person  or  persons  (who  may  be  designated  contingently  or
successively  and who may be an  entity  other  than a  natural  person)  as his
Beneficiary or  Beneficiaries  to whom his Plan benefits will be paid if he dies
before  receipt of all such benefits;  provided,  that a  Participants  or
Former Participants Beneficiary in all cases shall be his Surviving Spouse
as  defined  in  Section  2.1,  unless  either  (i)  the  present  value  of the
Participants  nonforfeitable  account  balance is not more than $5,000 (or
such larger amount permitted by the  Commissioners  regulations) as of the
Payment  Starting Date, or (ii) there is no such Surviving Spouse at the time of
death or (iii) the  Surviving  Spouse  consents  to the  appointment  of another
Beneficiary pursuant to a waiver of spousal rights as provided in subsection (c)
below.  Each  beneficiary  designation  shall  be in a  form  prescribed  by the
Committee and will be effective  only when filed with the  Committee  during the
Participants  lifetime,  and shall be subject to and conditioned  upon any
and all provisions of federal law (including, but not limited to, the Retirement
Equity  Act of 1984)  regarding  the  choice of  Beneficiary.  Each  beneficiary
designation  filed with the Committee will cancel all  beneficiary  designations
previously  filed with the Committee.  If any  Participant  fails to designate a
Beneficiary in the manner provided above, or if the designated  Beneficiary dies
before  the  deceased  Participant  or  before  complete   distribution  of  the
Participants  benefits,  then,  and in any such event,  the  person(s) who
shall constitute the Beneficiary shall be:

(1)        The then surviving spouse of the deceased Participant; or

(2)        In the event that there is no such surviving spouse,  but the
Participant is then survived by a child,  children, or issue of a deceased child
or children,  then the  Beneficiary  shall be such then  surviving  children and
surviving issue of such deceased children, to share on a per stirpes basis; or

- 36 -

(3)        In the  event  that  there  is no such  surviving  spouse  or
surviving  children or their issue,  then the Beneficiary shall be the estate of
the deceased Participant.

(c)        
Requirements   of  Surviving   Spouse   Consent  to  Alternative
Beneficiary: A Participants or Former Participants  Surviving Spouse
or spouse may consent to the designation of another  Beneficiary if such consent
is  in  a  writing  which  is  signed  by  the   Participants   or  Former
Participants  Surviving  Spouse or spouse,  acknowledges the effect of the
consent,  and is  witnessed  by a Plan  representative  or  notary  public.  The
spouses consent must acknowledge the specific non-spouse Beneficiary,  and
such  Beneficiary  may  not  subsequently  be  changed  to  another   non-spouse
Beneficiary  unless the  spouses  consent  again is  obtained  in the form
prescribed above, or unless the spouses  prior consent expressly permitted
new  designations by the Participant  without the requirement of further consent
by the spouse.  Any consent necessary under this Section will be valid only with
respect to the spouse who signs the consent,  but shall be  irrevocable  by that
spouse as to the specified  non-spouse  Beneficiary.  However,  a Participant or
Former  Participant  may revoke a  spouses  waiver (and thereby  cause the
spouse to become a Beneficiary) at any time before the  commencement of benefits
by filing a new  Beneficiary  designation  form, even without the consent of the
spouse or Surviving Spouse,  and the number of such revocations by a Participant
or  Former  Participant  shall not be  limited.  Notwithstanding  the  foregoing
written consent requirement,  if the Participant establishes to the satisfaction
of a Plan  representative  that such written consent may not be obtained because
there is no spouse or the spouse cannot be located,  or if a  Participant  has a
court order that he either is legally separated or has been abandoned within the
meaning of local law, then a valid  spousal  consent will be deemed to have been
made.

6.3        
Termination for Other Reasons: If a Participants employment with the
Employer is terminated before Normal Retirement Age for any reason other than
Disability or death, the Participant (or his Beneficiary under Section 6.2 in
the event of the Participants death prior to his receipt of all Plan
benefits shall be entitled to the sum of the amounts determined under (a) and
(b) below:

(a)        Salary Deferral  Account and Other Employee  Accounts:  The entire
amount  credited to his Salary  Deferral  Account and his  Rollover  Account and
after-tax employee contribution account (if any), plus

(b)        Vested  Employer  Contribution  Account:  An amount  equal to the
vested  percentage of his Employer  Contribution  Account  balance.  Such vested
percentage shall be determined in accordance with the following:

(1)        For  Employer  Contributions  Made with Respect to Plan Years
Beginning  on and after  January  1,  2002:  Solely  with  respect  to  Employer
Contributions  made on account of Plan Years  beginning on and after  January 1,
2002 (and specifically not including  Employer  Contributions made on account of
Plan Years beginning prior to January 1, 2002, even if such contributions are in
fact  made on or  after  January  1,  2002),  the  vested  percentage  shall  be
determined in accordance with the following non-Top-Heavy schedule:

- 37 -

Vested
ForfeitedYears of Service
Percentage
PercentageLess than 2
0%
100%2 but less than 3
20%
80%3 but less than 4
40%
60%4 but less than 5
60%
40%5 or more
100%
0%


(2)    For  Contributions  Made With Respect to Plan Years Beginning
Prior to January 1, 2002 but after  December  31, 1988:  For  Participants
having at least one hour of service with the  Employer for Plan Years  beginning
after December 31, 1988, the vested  percentage of Employer  Contributions  made
with  respect  to Plan  Years  beginning  prior  to  January  1,  2002  shall be
determined in accordance with the following non-Top-Heavy schedule:

Vested
ForfeitedYears of Service
Percentage
PercentageLess than 5
0%
100%5 or more
100%
0%


(3)    Prior to January 1, 1989:

(i)        
Class Year  Vesting:  The vested rights of a Participant
in his Employer Contribution Account shall be determined separately for Employer
Contributions  made on  account of each Plan Year.  A  Participant  will have no
vesting in Employer  Contributions for any Plan Year until the end of the second
complete Plan Year following the Plan Year for which such Employer Contributions
were made. A Participant will be 100% vested in Employer  Contributions  for any
Plan Year if he is employed  by the  Employer on the last day of the second Plan
Year  following the Plan Year for which those Employer  Contributions  were made
and he has not  separated  from service  during that time. A  Participants
Employer  Contributions  for any Plan Year shall be forfeited in accordance with
Section 4.5 if he separates  from Service before the end of the second Plan Year
following the Plan Year for which the Employer Contributions were made.

(ii)        
Special  Rule  for  Participants  with  Ten  Years  of
Service:  Notwithstanding  the above,  any  Participant who has completed ten or
more years of Service shall be 100% vested in all Employer  Contributions to his
account.

(4)        Special Top-Heavy  Vesting  Provisions:  Notwithstanding  the
foregoing,  if the Plan becomes a Top-Heavy  Plan, the vested  percentage of all
amounts then existing in the Employer  Contribution  Account of any  Participant
who  completes  at least one Hour of Service  after the Plan becomes a Top-Heavy
Plan (including amounts attributable to Employer Contributions  allocated before
the Plan became a Top-Heavy  Plan) shall be determined  in  accordance  with the
following  Top-Heavy  schedule  (unless another vesting

- 38 -

schedule is permitted by Code
§416 which fully vests in a less rapid manner, in which event such
other permissible vesting schedule hereby is instead incorporated by reference):

Vested
ForfeitedYears of Service
Percentage
PercentageLess than 5
0%
100%5 or more
100%
0%


If the Plan ceases to be a
Top-Heavy Plan, the Plans vesting schedule automatically will be
changed to the non-Top-Heavy vesting schedule.

(5)        Special  Vesting  Provisions
Applicable  Where Prior Vesting
Schedule More Favorable:  Notwithstanding  any amendment (or automatic change by
virtue  of  the  Plan  becoming  or  ceasing  to be a  Top-Heavy  Plan)  of  the
Plans vesting schedule,  the vested percentage of the amounts allocated to
the Employer  Contribution  Account of a Participant  who had been covered under
the prior  provisions of the Plan (such amounts being determined as of the later
of (i) the date the  amendment  or change is adopted or (ii) the date it becomes
effective)  shall  not be less than the  vested  percentage  of such  previously
allocated  amounts which the Participant would have had if the provisions of the
Plan as in effect  immediately prior to the effective date had continued without
change. In addition, in the event the vesting provisions of the Plan are amended
(or are changed  automatically by virtue of the Plan becoming or ceasing to be a
Top-Heavy Plan),  each Participant in the Plan who has had three (or five in the
case of a  Participant  who does not have at least one Hour of Service  with the
Employer  for Plan Years  beginning  after  December  31, 1988) or more Years of
Service shall be permitted to make an election as provided under Section 11.2 of
this Plan.

(6)        Effect of Vesting:  The percentage of the  Participants
Employer  Contribution Account which is not vested shall be a Forfeiture subject
to the provisions of Section 4.5. Payment of benefits due under this Section 6.3
shall be made in accordance with Section 6.4.

6.4        Payment of Benefits:

(a)        
Participants    Claim for Benefits:  Upon a Participants
entitlement   to  payment  of   benefits   under   Section  6.1  or  6.3,  or  a
Beneficiarys  entitlement to payment under Section 6.2, he shall file with
the Committee his written  request as to time and manner of payment on such form
or forms, and subject to such conditions, as the Committee shall provide.

(b)        Committees  Determination:  Subject  to the  provisions  of
subsections  (c) through  (h) below,  and also  subject to the  spousal  consent
requirements  of Section 6.2, the Committee  shall  determine  when payment of a
Participants  benefits is to commence and the method by which his benefits
will be paid, and shall direct the Trustee accordingly. The

- 39 -

Committee  shall act in accordance with this Plan
in making any determinations under this Section and shall not be bound by a
Participants request under this Section.

(c)        When Benefit Payments Commence:

(1)        
Payment of a  Participants  benefits  must  commence no
later than the  Payment  Starting  Date (as defined in Section 2.l of the Plan),
unless the  Participant  elects  later  payment  (subject to the  provisions  of
subsection  (e) below) or is deemed to have elected to defer payment of benefits
by failing to give consent to a distribution in excess of $5,000 (or such larger
amount permitted by the Commissioners Regulations).

(2)        
Unless  the  Participant  has  elected  payment  as  soon as
possible under Section  6.4(c)(3)  below, a distribution  will be deferred until
Normal Retirement Age, or his death;  provided,  that if the total of his vested
benefits in all accounts does not exceed  $5,000 or such other greater  cash-out
amount as may be provided under the Commissioners rulings and regulations,
the Committee shall require a mandatory cash-out and provide for distribution of
vested  benefits in a lump sum as of the earliest date  permitted  under Section
6.4(c)(3) below. For purposes of this mandatory cash-out provision, if the value
of a Participants vested account balance is zero, the Participant shall be
deemed to have received a  distribution  of such vested  account  balance on the
date of his termination of employment.

Within a period  of no less  than  thirty  days and no more  than
ninety days prior to a distribution, the Committee shall provide the Participant
notice of his rights to  consent to the  distribution  in  accordance  with Code
§411   and  §417  and   applicable   Commissioners   regulations
thereunder;  provided  that,  subject  to the rules  relating  to the  timing of
distributions in Section  6.4(c)(3) below,  such  distribution may commence less
than  thirty  days  after such  notice is given,  if (i) the  Committee  clearly
informs the Participant that the Participant has a right to a period of at least
thirty days after  receiving  the notice to consider  the decision of whether or
not to elect a  distribution  (and,  if  applicable,  a particular  distribution
option), (ii) the Participant,  after receiving the notice, affirmatively elects
a distribution,  and (iii) the distribution commences more than seven days after
such notice is provided.

(3)        Distributions  to a  Participant,  Beneficiary  or Alternate
Payee who has consented to payment to the extent  required under  Subsection (2)
above  shall  be  made as soon as  administratively  practicable  following  the
Valuation  Date  following  the date on which the  Participant,  Beneficiary  or
Alternate Payee has become  entitled to payment under the foregoing,  subject to
the following exceptions:

(i)        Distributions   to  the   extent   required   by  Code
§401(a)(9) may be made at other times as required by law; and

(ii)        Notwithstanding the foregoing,  in any event where the
Trustee has  determined  that the value of the Trust has declined since the last
Valuation  Date in a manner  which would cause the  distribution  of Plan assets
based on the prior Valuation Date to injure other Plan Participants or where the
Trustee  is  unable  to  liquidate  assets  due  to  securities  laws  or  other
circumstances beyond the Trustees  control,  then distributions under this
Plan will

- 40 -

be delayed (except to the
extent required in Code §401(a)(9) and the regulations thereunder)
until the next Valuation Date as of which such circumstances no longer exist.

(d)        Method of  Payment:  Subject to  subsection  (e) below and to the
spousal   consent   requirements  of  Section  6.2,  and  also  subject  to  any
Beneficiarys  right to  waive  his  right  to  receive  Plan  benefits,  a
Participant  may direct the Committee to distribute  his benefits in a lump sum.
No periodic payments are permitted under this Plan.

(e)        When Distribution Must be Completed and Minimum Amount of Periodic
Payments:

(1)     
Before Death of Participant: Anything to the contrary in this
Plan notwithstanding, the entire interest of a Participant or Former Participant
in the Plan must be  distributed  to him not later than the  required  beginning
date indicated below:

(i)        With  respect  to any  Participant  (other  than a Five
Percent  Owner)  reaching age seventy and one-half after 1998, the required
beginning  date of a Participant  is April 1 of the calendar year following
the calendar year in which the Participant attains age seventy and one-half
or the calendar year he retires, if later.

(ii)        With  respect  to a Five  Percent  Owner  reaching  age
seventy  and one  half,  the  required  beginning  date  is  April 1 of the
calendar year following the calendar year in which the Participant  attains
age seventy and one-half.

(iii)        With  respect to any  Participant  (other  than a Five
Percent  Owner)  reaching  age  seventy  and  one-half  prior to 1998,  the
required  beginning  date is April 1 of the  calendar  year  following  the
calendar  year in which the  Participant  attains age seventy and one-half;
provided, that:

(A)        Any  Participant  (other than a Five Percent Owner)
attaining  age seventy  and  one-half in years after 1995 may elect by
April  1 of  the  calendar  year  following  the  year  in  which  the
Participant attained age seventy and one-half (or by December 31, 1997
in the case of a  Participant  attaining  age seventy and  one-half in
1996) to defer  distributions  until the calendar  year  following the
calendar year in which the Participant retires. If no such election is
made, the  Participant  will receive a distribution  by the April 1 of
the calendar year following the year in which the Participant attained
age seventy  and  one-half  (or by December  31, 1997 in the case of a
Participant attaining age seventy and one-half in 1996).

(B)         Any  Participant  (other  than  a Five  Percent  Owner)
reaching age 701⁄2 in years prior to 1997 may elect to not take a
distribution  until April 1 of the calendar year following the year in
which the Participant retires.

(iv)        The  entire   interest  of  a   Participant   must  be
distributed  as a lump sum to such  Participant or Former  Participant  not
later than the required beginning date specified above.

- 41 -

(2)         After  Death of  Participant  (or  Surviving  Spouse):  If a
Participant   or   Former   Participant   dies   before   distribution   of  the
Participants  or  Former  Participants  interest  in  the  Plan  has
commenced,  then  distribution  of such  interest of the  Participant  or Former
Participant must be completed by December 31 of the calendar year containing the
fifth anniversary of the Participants or Former Participants death.

(3)        Forms of Benefit:  Nothing in this Section shall be construed
as  permitting  distribution  in a form other  than the lump sum form  permitted
under the other Sections of this Article VI.

(4)        Commissioners Regulations: This subsection (e) shall be
construed in accordance  with the  Commissioners  Regulations  promulgated
under Code §401(a)(9).

(f)        Form  of  Payment:   The  amount  which  a  Participant,   Former
Participant,  or Beneficiary is entitled to receive at any time and from time to
time  may be  paid  in cash or in  securities,  or in any  combination  thereof,
provided no discrimination in value results therefrom.

(g)        Direct Rollover Option:  This subsection  applies to distributions
made on or after January 1, 1993.  Notwithstanding  any provision of the Plan to
the contrary that would otherwise limit a Distributees election under this
subsection,  a Distributee  who otherwise has become  entitled to a distribution
under  the Plan may  elect,  at the time  and in the  manner  prescribed  by the
Committee to have any portion of that distribution which is an Eligible Rollover
Distribution  paid  directly to an Eligible  Retirement  Plan  specified  by the
Distributee  in a Direct  Rollover.  The Committee  may establish  rules whereby
rollovers are not permitted in cases where the anticipated  annual  distribution
is less than $200,  in cases where the  Participant  wishes to have a portion of
the distribution paid to him but the entire  distribution is $500 or less, where
the Participant seeks a rollover to more than one Eligible  Retirement Plan, and
in other limited circumstances permitted by the Commissioner.

6.5        
Hardship Withdrawals by Participants:

(a)        Withdrawals:   Upon  a  written   application  to  the  Committee
demonstrating  Hardships (as defined below), a Participant may withdraw from his
Employer  Contribution  Account,  his Rollover  Account and his Salary  Deferral
Account, an amount up to the total of (1) the value of the vested portion of his
Employer  Contribution  Account as of the Valuation  Date  preceding the date of
withdrawal;  plus (2) the value of his Rollover Account as of the Valuation Date
preceding  the date of  withdrawal;  plus (3) the value of his  Salary  Deferral
Account  (subject to the  limitations in this Section ) as of the Valuation Date
preceding  the date of  withdrawal  up to the  amount  authorized  by  virtue of
Hardship.  The amount of withdrawn funds from the Employer Contribution Account,
Rollover Account, and Salary Deferral Account cannot be less than $500.00 nor in
an amount in excess of the amount  required by the Hardship  and not  reasonably
available from other resources of the Participant.

No   withdrawals   may  be  made  from  the   vested   portion   of  a
Participants   Employer   Contribution   Account  until  the  full  amount
permissible has been withdrawn from his Rollover

- 42 -

Account, and no withdrawals
may be made from a Participants Salary Deferral Account until the full
amount permissible has been withdrawn from his Employer Contribution Account.

(b)        Definition of Hardship:  The  determination  of Hardship shall be
made by the Committee using uniform,  non-discriminatory and objective standards
and shall be limited to genuine  financial  emergencies when the Participant has
an  immediate  and  heavy  financial  need of the  funds  and the  funds are not
reasonably  available from other resources of the Participant.  The amount of an
immediate  and heavy  financial  need may include any amounts  necessary  to pay
federal,  state or local  income taxes or penalties  reasonably  anticipated  to
result from the distribution.  Hardships justifying  withdrawal shall be limited
solely to the (1) costs  directly  related to the purchase of a primary home for
the Participant (not including mortgage  payments);  (2) the need to prevent the
eviction of a Participant  from his principal  residence or  foreclosure  on the
mortgage of the  Participants  principal  residence;  (3) paying  tuition,
related  educational fees and room and board expenses for the next twelve months
of post-secondary education of the Employee, his spouse, children or dependents;
(4)  providing  income  for  medical  expenses  described  in Code  §213(d)
incurred by the Participant, his spouse, or any of his dependents (as defined in
Code  §152)  or necessary for these persons to obtain such medical care; or
(5) other  hardships  deemed  immediate  and  heavy  financial  needs  under the
Commissioners  regulations;  provided, that the interpretation of Hardship
shall in all cases be  consistent  with  final  regulations  issued  under  Code
§401(k).

6.6        Loans to Participants: Loans shall be available to Participants and
Beneficiaries on a reasonably equivalent basis and in accordance with written
procedures and rules adopted by the Committee which shall be considered a part
of this Plan. Any amendments to such written procedures and rules also shall be
in writing, shall be adopted by the Committee, and shall be considered a part of
this Plan. Loan repayments will be suspended under the Plan as permitted under
Code §414(u)(4).

6.7        Distributions Pursuant to Qualified Domestic Relations Orders:

(a)        Payments  to  an  Alternate  Payee  Under  a  Qualified  Domestic
Relations Order:  The Committee shall pay benefits to the Alternate  Payee(s) in
accordance with the terms of this Section,  any government  regulations  adopted
under ERISA §206,  and the applicable  provisions of any Qualified Domestic
Relations Order entered by a court of competent jurisdiction on or after January
1,  1985.  In the  case of a  Domestic  Relations  Order  entered  by a court of
competent  jurisdiction  before  January 1, 1985,  the Committee (1) shall treat
such order as a Qualified  Domestic  Relations  Order under this  Section if the
Committee is paying  benefits  pursuant to such order on January 1, 1985 and (2)
may,  in its  discretion,  treat any other  such order as a  Qualified  Domestic
Relations  Order  under  this  Section  even if such  order  does  not  meet the
requirements therefor.

(b)        Plan Procedures Relative to Qualified Domestic Relations Orders:

(1)        Notification: Following its receipt of any Domestic Relations
Order,  the Committee shall promptly notify in writing the affected  Participant
or Former  Participant and Alternate  Payee(s) of its receipt of the order,  and
shall furnish such persons a copy of the order and of these Plan procedures (and
any  other  procedures  which  may  have  been

- 43 -

adopted  by the  Committee) for determining whether the
order is a Qualified Domestic Relations Order. This notice and all other notices
pursuant to this Section will be sent to the address included in the Domestic
Relations Order (or to such other address as is known to the Committee or as may
thereafter be specified in writing by the addressee). Any Alternate Payee shall
be permitted to designate a representative for receipt of copies of notices that
are to be sent to the Alternate Payee.

(2)        Determination  of Committee:  Within a reasonable time after
receipt of the  Domestic  Relations  Order,  the  Committee  shall  examine  the
Domestic  Relations  Order  in light of any  comments  received  and in light of
applicable law and regulations, and shall make one of three determinations:  (i)
that the order is a Qualified  Domestic  Relations Order; (ii) that the order is
not a Qualified  Domestic  Relations  Order; or (iii) that the  determination of
whether the order is a Qualified Domestic Relations Order should be submitted to
and made by a court of competent  jurisdiction.  If, within eighteen months from
the date on which the first  payment of  benefits  would be  required to be made
under such order,  the Committee or court of competent  jurisdiction  determines
that the order (or  modification  thereof)  is a  Qualified  Domestic  Relations
Order,  the  Committee  shall pay any  separately  accounted-for  amounts  (plus
adjustments  required  by the  order)  to the  specified  Alternate  Payee,  and
thereafter  shall pay the Alternate Payee the amount  specified by the Qualified
Domestic  Relations Order. If, within the aforesaid  eighteen month period,  the
Committee or a court of competent jurisdiction  determines that the order is not
a Qualified  Domestic Relations Order, or the question of whether the order is a
Qualified  Domestic  Relations  Order is not so  determined,  then the Committee
shall  pay any  amounts  (plus any  Income or  allocated  interest  or  earnings
thereon) separately  accounted for below to the Participant,  Former Participant
or other  person or persons  who would have been  entitled  thereto if there had
been no Domestic Relations Order. Any determination  other than that an order is
a Qualified  Domestic  Relations Order after the close of the aforesaid eighteen
month period shall be applied prospectively only.

(3)        Separate  Accounting  of  Participants  and  Alternate
Payees  Benefits:  During  any period in which the  Participant  otherwise
would  have had a right to payment  of Plan  benefits  and in which the issue of
whether an order is a Qualified  Domestic  Relations Order is being  determined,
the Committee shall separately  account for (but need not physically escrow) the
amounts as to which the Participant or Former  Participant  otherwise would have
had a right to payment  during  such  period and which  amounts  would have been
payable  to the  Alternate  Payee  during  such  period  if the  order  had been
determined to be a Qualified Domestic Relations Order.  Amounts determined to be
payable to an Alternate Payee in accordance with a Qualified  Domestic Relations
Order (or otherwise  separately  accounted for by this subsection)  shall not be
considered  to be part of the  Participants  account  with  respect to any
other spouse or beneficiary of the Participant.

(4)        Expenses of Domestic Relations Order: To the extent permitted
by the Code and ERISA, all unusual or unreasonable fees and expenses incurred by
the Plan,  the  Committee  and/or the  Trustee in  evaluating  and  effecting  a
Domestic  Relations  Order above and beyond the usual costs of such an Order may
be charged to the  Employer  Contribution  Account,  Rollover  Account or Salary
Deferral Account of the Participant with respect to whom the Domestic  Relations
Order was received;  provided,  that if a separate account is established for an
Alternate Payee pursuant to a Qualified  Domestic  Relations Order, such unusual
or unreasonable

- 44 -

fees and expenses shall be
charged equally to the Participants Plan accounts and the Alternate
Payees Plan accounts. Such fees and expenses may include, but need not
be limited to, attorneys fees, accountants fees, court
costs, mailing expenses and other unusual or unreasonable expenses attributable
to the Domestic Relations Order.

(c)        Notification  of Pending  Order:  In the event the  Committee  is
notified in writing by the attorney  representing  a potential  Alternate  Payee
that  the  attorney  has  commenced   legal  action  in  a  court  of  competent
jurisdiction  and has  requested a Qualified  Domestic  Relations  Order or will
request an Order in connection  with such legal action,  the Committee may delay
any distribution  from the Plan for which the Participant is eligible until such
time as the court makes a  disposition  with respect to the Order or the pending
action or such earlier time as the  Participant  and potential  Alternate  Payee
otherwise agree in writing.

(d)    Definitions:

(1)        Alternate  Payee: Any spouse,  former spouse,  child or other
dependent of a Participant or Former Participant who is recognized by a Domestic
Relations  Order as having a right to receive all, or a portion of, the benefits
payable under the Plan with respect to such Participant or Former Participant.

(2)        
Domestic  Relations  Order:  Any  judgment,  decree or order
(including  approval of a property  settlement  agreement)  which relates to the
provision of child support,  alimony  payments,  or marital property rights to a
spouse,  former spouse,  child or other dependent of a Participant,  and is made
pursuant to a states domestic relations law or community property law.

(3)        Qualified  Domestic  Relations  Order:  A Domestic  Relations
Order which:

(i)        Creates or  recognizes  the  existence  of an  Alternate
Payees  right to, or assigns to an Alternate  Payee the right to,  receive
all or a portion of the Plan benefits  payable with respect to a Participant  or
Former Participant; and

(ii)        In the order  clearly  specifies  (A) the name and last
known mailing address (if any) of the Participant or Former Participant,  and of
each Alternate  Payee covered by the order,  (B) the amount or percentage of the
Participants or Former Participants  benefits to be paid by the Plan
to each Alternate  Payee, or the manner in which such amount or percentage is to
be determined, (C) the number of payments or period to which such order applies,
and (D) each plan to which such order applies; and

(iii)        Does not  require the Plan to provide any type or form
of benefit, or any option, not otherwise provided by the Plan; and

(iv)        Does  not  require  the  Plan  to  provide   increased
benefits, determined on the basis of actuarial value; and

- 45 -

(v)        Does not require the payment of benefits to an Alternate
Payee which are  required to be paid to another  Alternate  Payee under  another
order previously determined to be a Qualified Domestic Relations Order; and

(vi)        In the case of any payment before a Participant
has separated  from  Service,  does not require  payment to the Alternate  Payee
before the  earlier of (A) the date the  Participant  or Former  Participant  is
entitled  to a  distribution  under the  Plan,  or (B) the later of the date the
Participant  or Former  Participant  attains age fifty or the  earliest  date on
which he could begin receiving benefits if he separated from Service; and

(vii)        In the case of an order which requires  benefits to be
paid to an Alternate Payee as if the Participant had retired on the date payment
is to begin under such  order,  only takes into  account  the  present  value of
benefits  actually  accrued  using,  in the event the Plan is a defined  benefit
plan,  the  interest  rate  specified  in the  Plan  for  determining  actuarial
equivalence, (or five percent if no interest rate is specified); and

(viii)        Requires  payment  in a form  provided  by the Plan,
except  that in no event  may  payment  be in the form of a joint  and  survivor
annuity with respect to the Alternate Payee and his subsequent spouse.

- 46 -

# ARTICLE VII.
TRUST FUND AND THE TRUSTEE

7.1        
Trust Fund: All contributions under this Plan shall be paid to the Trustee and
deposited in the Trust Fund. All assets of the Trust Fund, including investment
income, shall be retained for the exclusive benefit of Participants, Former
Participants, and Beneficiaries and shall be used to pay benefits to such
persons or to pay administrative expenses of the Plan and Trust Fund to the
extent not paid by the Employer, and shall not revert to or inure to the benefit
of the Employer except as specifically provided by the Plan. The provisions of
this Article VII shall apply regarding the Trust Fund, except to the extent that
the Employer has subsequently executed a separate trust document with the
Trustee in which case the terms of that separate trust document shall control.

At the Employers request, a contribution made to the Trust under a good
faith mistake of fact or a good faith mistake in determining the deductibility
of a contribution will revert and be returned to the Employer in the amount
determined as follows: The amount which may be returned is the amount
contributed minus the amount which would have been contributed in the absence of
the mistake, exclusive of earnings thereon but reduced by losses attributable
thereto; provided, no Participants account may be reduced by the
reversion to an amount less than the account would have been if the mistake had
not occurred. If the Plan fails to qualify upon its initial submission to the
Internal Revenue Service for a determination under the Code, the entire assets
of the Trust will revert to the Employer, except that Salary Deferral
Contributions, and rollover contributions shall be returned to the Participant
making or electing such contributions. In either case, the return to the
Employer of the appropriate amount must be made within one year of the mistaken
payment of the contribution or disallowance of the deduction or the date of
denial of qualification.

7.2        
Trustee: The Trustee shall receive, hold, invest, administer, and distribute the
Trust Fund in accordance with the provisions of the Plan as herein set forth.
The interest of others in the assets of the Trust Fund shall be only the right
to have such assets received, held, invested, administered, and distributed in
accordance with the provisions of the Plan.

7.3        
Records and Accounts of Trustee: The Trustee shall maintain accurate and
detailed records and accounts of all transactions of the Plan, which shall be
available at all reasonable times for inspection or audit by any person
designated by the Employer and by any other person or entity to the extent
required by law.

7.4        
Basis for Accounts: All accounts of the Trustee shall be kept on a consistent
basis and shall be based on the fair market value of the assets held in the
Trust Fund.

7.5        
Annual Reports: As soon as practicable following the close of each Plan Year and
following the effective date of the termination of the Plan, the Trustee shall
file with the Committee, as the Plan Administrator, a written report setting
forth all transactions with respect to the Trust Fund during such Plan Year or
during the period from the close of the last Plan Year to the date of such
termination and listing the assets of the Trust Fund and the fair market value
thereof as of the close of the period covered by such report. The Trustee also
shall provide the Committee, as the Plan Administrator, with such other
information in its possession as may be

- 47 -

necessary  for the  Committee and the Employer to conform with
the requirements of ERISA §103.

7.6        
Investment of the Trust Fund: Except as otherwise provided in the Plan, the net
income and profits of the Trust Fund shall be accumulated, added to the
principal of the Trust Fund and invested and reinvested therewith as a single
fund. Subject to direction by the Investment Manager or the Committee, the
Trustee is authorized to invest the Trust Fund in such bonds, notes, debentures,
mortgages, equipment trust certificates, investment trust certificates,
preferred or common stocks, open-end and closed-end mutual funds, deposit
administration contracts, fixed and variable annuity or other insurance
contracts, and in such other property, real or personal, within the United
States, as the Trustee may deem advisable, subject to the provisions of ERISA
§§404 and 406. Furthermore, the Trustee may invest up to fifty
percent of the total value of the Trust Fund represented by Employer
Contribution Accounts at the time of such investment in qualifying Employer
securities of the Employer and/or in qualifying Employer real property of the
Employer as those terms are defined in ERISA, and any investment presently
maintained in Employers securities and/or real property may be
continued, subject to the provisions of ERISA. In addition, the Trustee is
authorized to invest the Trust Fund in other investments identified herein, in
accordance with investment direction received from a Participant, to the extent
the Plan is Participant directed, or from an Investment Manager appointed as a
Named Fiduciary of the Plan. Notwithstanding the foregoing, no monies in a
Participants Salary Deferral Account, Rollover Account, or other
monies derived from a Participants buy-back of
Forfeitures (as described in Section 4.6) actually may be invested in Employer
securities unless it is established that such Plan investments have been
registered or otherwise approved under relevant securities laws. The Trustee in
its discretion may hold in cash such portion of the Trust Fund as shall be
reasonable under the circumstances, pending investment or payment of expenses or
distribution of benefits. Trustees may earmark specific investments (including
insurance contracts), but only if the Participant for whom such earmarked
investment is made has consented to the investment or if such earmarked
investments are purchased ratably for all Participants.

7.7        
Investments in Pooled Fund: Notwithstanding any other provision of this Article,
all or any part of the assets may be invested in any collective investment trust
(including a collective investment trust maintained by a bank which is the
Trustee) which then provides for the pooling of the assets of plans described in
Code §401(a) and exempt from taxation under Code §501(a)
(whether or not such collective investment trust provides for the pooling of
assets of other tax-exempt trusts), provided that such collective investment
trust is exempt from tax under the Code or regulations or rulings issued by the
Internal Revenue Service. The provisions of the document governing any such
collective investment trust, as amended from time to time, shall govern any
investment therein and are hereby made a part of this Plan and Trust.

7.8        Collective Investment Subaccounts:

- 48 -

accounts, less loans under Section 6.6.
Investments of each such collective investment fund shall be managed and
otherwise shall be the responsibility of the Trustee (or Investment Manager
appointed by the Board of Directors to manage the fund), and separate records
shall be maintained to record the performance and Income of each such fund. The
Committee shall develop guidelines for collective investments, which guidelines
may apply to all Plan Participants or only to certain groups of Participants
designated on the basis of age, years of Participation, type of account (for
example, Employer Contribution Accounts or Rollover Accounts or accounts
relating to a predecessor plan), or other basis, so long as such different
groupings do not discriminate in favor of Highly Compensated Employees or
violate regulations under Code §401(a)(4).

(b)        Subaccounts:  The Committee shall cause separate subaccounts to be
maintained to reflect each  Participants  direction  among each collective
investment  fund, and each such subaccount shall be adjusted each Valuation Date
to reflect its share of the Income of the collective investment fund of which it
is a part.  Distributions  and Forfeitures  from accounts of a Participant,  and
contributions  allocated to the accounts of a Participant  shall be allocated by
the  Trustee  among the  Participants  collective  investment  subaccounts
pursuant  to the  most  recent  direction  of the  Participant,  subject  to the
reasonable rules and procedures of the Committee and Trustee.

(c)        Direction:  Direction among such collective  investment funds by a
Participant  shall  be given in  writing  to the  Committee  on such  forms  and
pursuant to other  reasonable  rules and procedures of the Committee and Trustee
as to time,  percentage and amount. Any such direction once made shall remain in
effect as to contributions, Forfeitures and distributions for that Plan Year and
succeeding Plan Years,  unless the Participant  shall file a timely  application
made in accordance  with  applicable  Committee and Trustee rules and procedures
which  effectively  redesignates  the investment of his account.  In the event a
Participant  shall fail for any  reason to make an  effective  direction  of his
accounts at a time when  different  collective  investment  funds are available,
then the amounts in his accounts  shall be deemed to have been  designated  to a
fund or funds as selected by the Trustee to apply in such instances,  subject to
any funding policy statement or any other restrictions or guidelines provided by
the Committee and to the standards that would be followed by a prudent fiduciary
in similar circumstances.

7.9        
Trustees Powers: The Trustee shall have the following powers, rights
and duties in addition to those vested in it elsewhere in the Plan or by law,
subject to any funding policy statement or any other restrictions or guidelines
by the Committee and to the standards that would be followed by a prudent
fiduciary in similar circumstances:

(a)        Control Assets: To retain,  manage,  improve,  repair, operate and
control any assets of the Trust Fund;

(b)        Dispose of Assets: To sell, convey, transfer, exchange, partition,
grant options with respect to, lease for any term (even though such terms extend
beyond the  duration of this Trust Fund or commence  in the  future),  mortgage,
pledge or otherwise  deal with or dispose of any asset of the Trust Fund in such
manner,  for such  consideration  and upon  such  terms  and  conditions  as the
Trustee, in its discretion, shall determine;

- 49 -

(c)        Bank  Deposits:  To invest  the  Trust  Fund in  deposits  (and in
certificates  of deposit)  which bear a  reasonable  interest  rate in any bank,
including a bank which is acting as Trustee;

(d)        Employ  Agents:  To employ  such  agents  and  counsel  as may be
reasonably  necessary  in  collecting,   managing,   administering,   investing,
distributing and protecting the Trust Fund or the assets thereof and to pay them
reasonable compensation;

(e)        Claims: To litigate,  settle, compromise or abandon all claims and
demands in favor of or against the Trust Fund;

(f)        Borrow  Money:  To borrow  money for the Trust  Fund from  anyone,
other than a party in interest as defined in Section 3(14) of ERISA,
with or without giving security from the Trust Fund;

(g)        Deal with  Corporations:  To vote any  corporate  stock  either in
person  or by proxy for any  purpose;  to  exercise  any  conversion  privilege,
subscription  right,  or any other  right or option  given to the Trustee as the
owner  of any  security  owned  by the  Trust  Fund  and to  make  any  payments
incidental  thereto;  to consent to,  take any action in  connection  with,  and
receive  and  retain  any   securities   resulting   from  any   reorganization,
consolidation,  merger, readjustment of the financial structure, sale, lease, or
other  disposition of the assets of any corporation or other  organization,  the
securities of which may be an asset of the Trust Fund;

(h)        
Organize Corporations: To organize and incorporate (or participate
in the  organization  or  incorporation  of)  under  the  laws of any  state,  a
corporation for the purpose of acquiring and holding title to any property which
the Trustee is  authorized  to acquire  for the Trust Fund and to exercise  with
respect  thereto  any of the  powers,  rights and duties it has with  respect to
other assets of the Trust Fund;

(i)        Facility of Title: To cause title to the assets of the Trust Fund
to be  held  in the  name  of  the  Trustee,  in the  name  of a  nominee,  in a
brokers  street name,  in bearer form so that title will pass by delivery,
or in any other manner authorized by applicable law in effect from time to time,
provided the records of the Trustee  shall  indicate the true  ownership of such
asset; and

(j)        General  Powers:  To  exercise  any of the powers and rights of an
individual  owner with  respect to any  property of the Trust Fund and to do all
other acts in its judgment necessary or desirable for the proper  administration
of the Trust Fund  although  the power to do such acts is not  specifically  set
forth herein; and

(k)        Sub-Trust: The Employer may authorize the Trustee to establish one
or more Sub-Trusts to hold designated assets separately from other assets of the
Plan.

7.10        Consultation with Counsel:
The Trustee may consult with legal counsel, who may
be counsel for the Employer, in respect to any of its rights, duties or
obligations hereunder.

7.11        Compensation and Expenses:  All reasonable costs, charges and expenses
incurred by the Trustee in connection  with its  administration  of the Plan and
Trust Fund

- 50 -

(including, without
limitation, fees for legal or accounting services rendered to the Employer,
Trustee and/or Committee, fees for investment advisors and related services, and
such reasonable compensation to the Trustee as may be agreed upon from time to
time between the Employer and the Trustee) may be paid by the Employer, but if
not paid by the Employer, shall be paid from the Trust Fund. The Trustee also
may reimburse the Employer for such reasonable costs, charges and expenses
related to the administration of the Plan and Trust in accordance with
applicable regulations under ERISA. Provided, however, a Trustee who is an
Employee of the Employer shall not receive any compensation from the Trust Fund
for serving as Trustee (although such compensation may be paid by the Employer),
but may be reimbursed from the Trust Fund or by the Employer for reasonable
costs and expenses incurred by him in connection therewith.

Any
administration expense paid to the Trust Fund as a reimbursement shall not be
considered an Employer Contribution.

7.12        Resignation, Removal, and Successor Trustee:

(a)        Resignation of Trustee:  The Trustee may resign from the Trust at
any time by giving sixty days prior written notice thereof to the Employer,  and
such  resignation  shall take effect sixty days from the date of the delivery of
such  written  notice (or at such earlier time agreed to by the Employer and the
Trustee),  or upon the  appointment of a successor  Trustee  pursuant to Section
7.12(c),  whichever shall first occur. Upon such resignation becoming effective,
the Trustee shall render to the Employer an account of the administration of the
Plan  during the period  following  that  which was  covered by the last  annual
accounting,  and the Trustee  shall  perform all acts  necessary to transfer and
deliver  the  assets  of the  Trust and any and all  information  in  connection
therewith   or   the   administration   thereof   to  its   successor   Trustee.
Notwithstanding the foregoing, even in the event of a Trustees resignation
or any other  removal or  termination,  a Trustee in all events shall retain its
on-going fiduciary relationship with the Plan and its assets and Participants to
the  extent  it has not yet  completely  transferred  all  assets  and  relevant
information to the successor Trustee.

(b)        Removal of  Trustee:  The  Employer  may remove the Trustee at any
time upon the delivery of prior written  notice  thereof to the Trustee.  In the
event of such removal, the Trustee shall be under the same duties to account and
to transfer and deliver the assets of the Trust and any and all  information  in
connection  therewith or the administration  thereof to its successor Trustee as
provided hereinabove in the event of the Trustees resignation.

(c)        Successor Trustee: In the event of a vacancy in the trusteeship of
the Plan  occurring at any time,  the  Employer  shall  designate  and appoint a
qualified  successor  Trustee of the Plan. Any successor  Trustee shall have all
the  rights  and  powers  and  all of the  duties  and  responsibilities  herein
conferred  upon the original  Trustee.  If a successor  Trustee is not appointed
within sixty days after the Trustee gives notice of its resignation  pursuant to
Section  7.12(a)  above,  the  Trustee  may  apply  to any  court  of  competent
jurisdiction  for  appointment  of  a  successor,   and  the  expenses  of  such
application may be paid by the Employer, but if not paid by the Employer,  shall
be paid by the Trust Fund.

- 51 -

7.13
        
Acts of Multiple Trustee: If the Trustee consists of more than one individual or
entity, all acts and decisions of the Trustee shall be by vote of the majority
of them, provided, that the signature on any document (other than an amendment
to the Plan or Trust provisions requiring the Trustees written consent
under Section 11.1) of any one such individual or entity constituting the
Trustee shall be sufficient evidence to any party that such document is valid
and in accordance with the terms of this Plan and Trust.

7.14
        
Insurance For Individual Trustee: The Board of Directors may in its discretion
act to indemnify and save harmless the Trustee up to the maximum extent
permitted under ERISA against any and all claims, losses, damages, expenses and
liabilities the Trustee may incur in the exercise and performance of its duties
hereunder; provided, that the Board of Directors may limit such indemnification
to the extent such actions by the Trustee are determined to be due to gross
misconduct, negligence, or as otherwise determined by the Board of Directors.
The Plan (at the Committees discretion) or the Employer may purchase
insurance for the Plan and any or all Fiduciaries to cover any liability or loss
resulting from Fiduciary acts or omissions; provided, that any such insurance
which is purchased by the Plan with the Plans assets must permit
recourse by the insurer against the Fiduciary to the extent required by ERISA.

- 52 -

# ARTICLE VIII.
ADMINISTRATION

8.1
        Allocation of Responsibility Among Fiduciaries for Plan and Trust
Administration: The Fiduciaries shall have only those powers, duties,
responsibilities, and obligations as are specifically given them under this Plan
and Trust.

(a)        Employer Responsibilities: In general, the Employer shall have the
sole responsibility for making the contributions  provided for under Section 4.1
and through its Board of Directors  shall have the sole authority to appoint and
remove the Trustee,  members of the Committee, and any Investment Manager and to
amend or terminate, in whole or in part, this Plan and Trust.

(b)        Committee  Responsibilities:  The  Committee  shall have the sole
responsibility  for the  administration  of this Plan, which  responsibility  is
specifically described in this Plan and the Trust.

(c)        Trustee Responsibilities:  The Trustee (subject to such directions
as may be given by the Committee  and/or any Investment  Manager) shall have the
sole  responsibility  for the  administration of the Trust and the management of
the assets held under the Trust,  all as specifically  provided in the Trust or,
if there is a subsequent  separate trust document  executed by the Employer,  as
provided in that trust document.

(d)        Investment Manager Responsibilities:  If any Investment Manager is
appointed as described above, then it shall have the sole responsibility for the
management of the Trust assets under its control.

Each Fiduciary warrants
that any directions given, information furnished, or action taken by it shall be
in accordance with the provisions of the Plan and Trust authorizing or providing
for such direction, information, or action. Furthermore, each Fiduciary may rely
upon any such direction, information or action of another Fiduciary as being
proper under this Plan and Trust, and is not required under this Plan and Trust
to inquire into the propriety of any such direction, information, or action. It
is intended under this Plan and Trust that each Fiduciary shall be responsible
for the proper exercise of its own powers, duties, and responsibilities and not
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 Committee: The Plan shall be administered by a Committee
consisting of at least one person who shall be appointed by and serve at the
pleasure of the Board of Directors. All usual and reasonable expenses of the
Committee (including, without limitation, fees for legal services, accounting
services and investment related services) may be paid in whole or in part by the
Employer, and any expenses not paid by the Employer shall be paid by the Trustee
out of the principal or income of the Trust Fund. Except as otherwise provided
under ERISA and regulations thereunder, no person who is an Employee of the
Employer shall receive any compensation from the Trust Fund with respect to his
services for the Committee (although such compensation may be paid to that
person by the Employer), but may be reimbursed from the Trust Fund or by the
Employer for reasonable costs and expenses incurred in connection

- 53 -

therewith. Any administrative expenses
paid to the Trust Fund as a reimbursement or otherwise shall not be considered
an Employer Contribution. In the absence of the appointment of a Committee, the
Employer shall be the Plan Administrator whose duties shall include all those
duties given to the Committee under this Plan.

8.3    
    
Claims Procedure: The Committee shall make all determinations as to the right of
any person to a benefit. All claims for benefits shall be presented by the
Participant or his Beneficiary to the Committee on application forms provided by
the Committee. Such Participant or Beneficiary will subsequently be notified in
writing of acceptance or denial in whole or in part of his claim. In the event
of denial, the notification shall specify the reason(s) for denial, refer to
Plan provisions on which the denial is based, include a description of any
additional material or information necessary and an explanation of why it is
necessary, and advise the Participant or Beneficiary of the procedure for appeal
of such denial. The Participant or Beneficiary whose claim has been denied shall
file a written notice of desire to appeal the denial within sixty days of
notification of claim denial by the Committee, including all of the facts upon
which the appeal is based. The Committee shall review its original decision
within sixty days of the date of appeal. Prior to such review, the Participant
or Beneficiary, or his representative may present relevant evidence, written
issues and comments. Within sixty days after the review, the Committee shall
render a determination upon the appealed claim, accompanied by a written
statement as to the reasons therefor. The determination so rendered shall be
final and binding upon all parties. Notwithstanding the foregoing, to the extent
required by relevant regulations under ERISA, to the extent a claim and appeal
thereof involve a determination of Disability under the Plan, the relevant time
periods for decision shall be modified, and a special Appeals Committee shall be
appointed to hear and determine any appeal which does not consist of any
individual who either is on the Committee or reports to a member of the
Committee.

8.4        
Records and Reports: The Committee shall exercise such authority and
responsibility as it deems appropriate in order to comply with ERISA and
government 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 registrations with the Internal Revenue Service; and annual
reports to the Department of Labor.

8.5        Other Committee Powers and Duties: The Committee 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)        To construe and interpret the Plan (including, without limitation,
any of its  terms  which  are  uncertain,  doubtful  or  disputed),  decide  all
questions of eligibility and determine the amount, manner and time of payment of
any benefits hereunder;

(b)        To  prescribe  requirements,  guidelines  and  procedures  to  be
followed  by   Participants   or   Beneficiaries   in  making  Salary   Deferral
Contributions and in filing applications for benefits, loans or withdrawals;

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

- 54 -

(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;

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

(h)        To develop  and carry out a funding  and/or  investment  policy in
cooperation with the Trustee (and an Investment Manager, if any) consistent with
the aims and objectives of the Plan.

The Committee shall have no power to add to, subtract from, or modify any of the
explicit terms of the Plan, or to change or add to any specific benefits
provided by the Plan, or to waive or fail to apply any specific requirements of
eligibility for a benefit under the Plan. However, any construction or
interpretation of the Plans provisions or decisions as to benefits
under this Plan which is adopted by the Committee in good faith shall be binding
upon all parties to or Beneficiaries of the Plan, subject only to any
administrative intra-Plan rights of review provided by this Plans
claim procedure.

8.6    
    
Rules and Decisions: The Committee may adopt such rules as it deems necessary,
desirable, or appropriate. All rules and decisions of the Committee shall be
uniformly and consistently applied to all Participants in similar circumstances.
When making a determination or calculation, the Committee shall be entitled to
rely upon information furnished by a Participant or Beneficiary, the Employer,
the legal counsel of the Employer, or the Trustee.

8.7    
    
Committee Procedures: The Committee may act at a meeting or in writing 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. The
Committee may adopt such by-laws and regulations as it deems desirable for the
conduct of its affairs. All decisions of the Committee shall be made by the vote
of the majority including actions in writing taken without a meeting; provided,
that the Committee may adopt rules whereby one or more Committee members may act
for the Committee either with respect to all Committee duties or only as to
specific Committee duties. A dissenting Committee member who, within a
reasonable time after he has knowledge of any action or failure to act by the
majority, registers his dissent in writing delivered 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 Committee 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.

- 55 -

8.9        
Application and Forms for Benefits: The Committee may require a Participant to
complete and file with the Committee an application for a benefit on forms
approved by the Committee, and to furnish any other pertinent information
requested by the Committee. The Committee may rely upon all such information so
furnished it, including the Participants current mailing address.

8.10        
Facility of Payment: Whenever, in the Committees opinion, a person
entitled to receive any payment of a benefit or installment of a benefit
hereunder is under a legal disability or is incapacitated in any way so as to be
unable to manage his financial affairs, the Committee 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 Committee may direct the Trustee
to apply the payment for the benefit of such person in such manner as the
Committee 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        
Inability to Locate Participant, Surviving Spouse or Beneficiary: In the event
that a Participant, Surviving Spouse or Beneficiary entitled to receive Plan
benefits fails to respond or cannot be located by the Committee within six
months following the sending of notice by certified mail to his last known
address, his Plan benefits shall be declared by the Committee to be forfeited
and shall be used to reduce the Employer Contribution on the next Valuation
Date. If the Participant, Surviving Spouse or Beneficiary is later located or
makes a claim for benefits, any amount treated as a Forfeiture by reason of this
Section shall be reinstated by the Committee from a special Employer
Contribution or from Forfeitures available in the year of reinstatement.

8.12        
Omission of Eligible Employee: If, in any Plan Year, any Employee who should be
included as a Participant in the Plan is erroneously omitted and discovery of
such omission is not made until after a contribution by the Employer for the
year has been made and allocated, the Employer shall make a subsequent
contribution with respect to the omitted Employee in the amount which the
Employer would have contributed with respect to him had he not been omitted.
Such contribution shall be made regardless of whether or not it is deductible in
whole or in part in any taxable year under applicable provisions of the Code by
such Employer.

8.13        
Inclusion of Ineligible Employee: If, in any Plan Year, any person who should
not have been included as a Participant in the Plan is erroneously included and
discovery of such incorrect inclusion is not made until after a contribution for
the year has been made and allocated, the appropriate Employer shall not be
entitled to recover the contribution made with respect to the ineligible person
regardless of whether or not a deduction is allowable with respect to such
contribution. In such event, the amount contributed with respect to the
ineligible person shall constitute a Forfeiture for the Plan Year in which the
discovery is made.

8.14        
Bonding: Every Fiduciary (including any Committee and any employee of the
Employer who handles the Plans contributions, distributions or
assets), except a bank or an insurance company, unless exempted by ERISA and
regulations thereunder, shall be bonded in an amount not less than ten percent
of the amount of the funds such Fiduciary handles; provided, however, that the
minimum bond shall be $1,000 and the maximum bond, $500,000. The amount of funds
handled shall be determined at the beginning of each Plan Year by the amount

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of funds handled by such
person, group, or class to be covered and their predecessors, if any, during the
preceding Plan Year, or if there is no preceding Plan Year, then by the amount
of the funds to be handled during the then current year. If the amount handled
cannot be determined with reasonable accuracy, then it may be deemed to be the
total amount of Plan assets at the end of the preceding Plan Year. The bond
shall provide protection to the Plan against any loss by reason of acts of fraud
or dishonesty by the Fiduciary alone or in connivance with others. The surety
shall be a corporate surety company (as such term is used in ERISA
§412(a)(2)), and the bond shall be in a form approved by the Secretary
of Labor. Notwithstanding anything in the Plan to the contrary, the cost of such
bonds shall be an expense of and may, at the election of the Committee, be paid
from the Trust Fund or by the Employer.

8.15        
Indemnification: The Employer shall indemnify and save harmless the Committee
members to the maximum extent permitted under ERISA against any and all claims,
losses, damages, expenses and liabilities the Committee may incur in the
exercise and performance of its duties hereunder, unless such actions are
determined to be due to gross negligence or willful misconduct.

8.16        
Plan Administrators Discretion to Interpret the Plan: It is the Plan
settlors original intention that the Committee, as Plan Administrator
under this Plan (which term includes for these purposes all related documents,
including, but not limited to, insurance or trust documents), in addition to the
authority granted in Section 8.5 above, has discretionary authority to interpret
and construe this Plans provisions as necessary to determine
eligibility for benefits and otherwise to construe disputed, doubtful or
uncertain terms under the Plan.

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# ARTICLE IX.
ALLOCATED INSURANCE CONTRACTS

9.1        
Purchase of Allocated Insurance Contracts: Subject to the limitations as set
forth in Section 9.4(a) hereof, the Trustee shall invest such portion or
percentage of each Participants Salary Deferral Account and/or
Employer Contribution Account in individual allocated insurance contracts as the
Committee may direct. All premium payments on such insurance contracts shall be
an investment for the account of the Participant for whom such contract is
issued. The balance of such Participants Employer Contribution Account
after the payment of such premiums shall, together with such insurance contracts
and his employee after-tax contribution account, if any, constitute the
Participants account.

9.2        
Types of Allocated Insurance Contracts: The types of allocated insurance
contracts to be made available shall be fixed by agreement between the Committee
and the Insurer and may be modified from time to time. Such types may include,
but need not be limited to, ordinary life insurance policies with cash values.

9.3        
Ownership and Beneficiary of Allocated Insurance Contracts: Any allocated
insurance contract issued hereunder shall be held by the Trustee as owner and
beneficiary thereof and shall provide that the right to change the beneficiary
and to exercise all options and privileges available under the contract shall
vest in the Trustee. Such options and privileges shall be exercised only in
accordance with the terms of this Plan and Trust.

9.4        Special Provisions Affecting Allocated Insurance Contracts:

(a)        Limitation  on Amount:  The aggregate of the premiums paid by the
Trustee  from  Employer  Contributions   (including   contributions  made  under
§401(k) of the Code) with respect to any Participant:

(1)        for ordinary life insurance protection,  shall always be less
than fifty percent; or

(2)        for term,  universal life insurance  protection and all other
life insurance  contracts that are not ordinary life insurance,  shall always be
less than twenty-five percent; or

(3)        where  there is both  ordinary,  term and/or  universal  life
insurance  with  respect to a  Participant,  the sum of one-half of the ordinary
life premium(s) and all other life insurance  premiums shall always be less than
twenty-five percent

of the aggregate of the
Salary Deferral Contributions plus all Employer Contribution(s) made on behalf
of such Participant at any time without regard to Trust earnings, capital gains
and losses. If at any time the total investment of a Participants
account in life insurance premiums, together with the current premium payable,
equals or exceeds the maximum above specified, the amount of life insurance in
effect with respect to said Participants account shall be reduced so
that the premium test herein set forth shall be satisfied.

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(b)        Valuation of Allocated  Insurance  Contracts:  Allocated insurance
contracts  shall have a value as  determined  by the Insurer on the basis of the
then  current  cash value  thereof and any  accumulations  attributable  to such
contracts by reason of interest or dividend  credits.  All  insurance  contracts
held as  investments  by  individual  accounts  shall be  valued at zero for the
purposes of allocating Income to said individual accounts.

(c)        Dividends:  All dividends payable on allocated insurance contracts
held under the terms of this Plan and  forming a part of the Trust shall be held
by the  Insurer  and,  at the  direction  of the  Participant,  shall be used to
purchase paid-up additions, or shall be held by the Insurer at interest or shall
be paid to the  Trustee  to be  invested  in such  manner as the  Committee  may
direct.

(d)        Termination of Employment:  Upon a Participants  termination
of  employment,  subject to the vesting  provisions  of Section 6.3 hereof,  any
allocated insurance contract(s) held for such Participant may be (i) surrendered
by the  Trustee  for  its  cash  value,  (ii)  assigned  by the  Trustee  to the
Participant, or (iii) purchased by the Participant from the Trustee.

(e)        Retirement:  At or before the  retirement of a  Participant,  the
Trustee shall,  at the direction of the Committee,  (i) convert the entire value
of  insurance  contracts  held  as an  investment  for  such  Participants
individual  account which provide ordinary life insurance  protection into cash,
or (ii)  distribute  such  contracts  to the  Participant;  provided  that if no
annuity  distribution  option is provided  under  Article VI, then no  insurance
contract which is distributed shall contain an annuity option.

(f)        No  Annuity  Options  Permitted:  No  insurance  contract  may be
distributed in kind to any Participant, Former Participant, or Beneficiary which
is in the form of a life  annuity or which  contains a life  annuity  conversion
option.

9.5        
Death Prior to Issuance of Allocated Insurance Contract: If a Participant shall
die after the Trustee has been directed by the Committee to invest a percentage
of the contribution made on such Participants behalf in insurance
contracts, but before a policy shall be in force on his life, there shall be
paid to the Beneficiary designated pursuant to Section 6.2(b) hereof death
benefits in accordance with the provisions of Section 6.2 hereof as if such
direction had not been given.

9.6        
Special Rules Regarding Investment in Insurance for Spouse and/or Children:
Benefits payable with respect to a life insurance policy on the life of a
Participants spouse or children shall be paid to the
Participants account to the extent of the cash value of the policy on
the date of the spouses or childs death. Any benefits in
excess of the cash value shall be paid directly to the Participant.

9.7        
Status of Insurer: The Insurer by issuing allocated insurance contracts pursuant
to the Plan shall be deemed to agree to supply annually such information about
each transaction affecting a Participant as the Secretary of the Treasury or his
delegate or any other regulatory officials, state or federal, shall prescribe,
and otherwise to comply with the terms of this Plan and Trust.

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# ARTICLE X.
MISCELLANEOUS

10.1        
Nonguarantee of Employment: Nothing contained in this Plan shall be construed as
a contract of employment between the Employer and any Employee, or as a right of
any Employee to be continued in the employment of the Employer, or as a
limitation of the right of the Employer to discharge any of its Employees, with
or without cause.

10.2        
Rights to Trust Assets: No Employee or Beneficiary shall have any right to, or
interest in, any assets of the Trust Fund upon termination of his employment or
otherwise, except as provided from time to time under this Plan, and then only
to the extent of the benefits payable under the Plan to such Employee out of the
assets of the Trust Fund. All payments of benefits as provided for in this Plan
shall be made solely out of the assets of the Trust Fund and none of the
Fiduciaries shall be liable therefor in any manner.

10.3        
Nonalienation of Benefits: The Trust Fund shall not in any manner be liable for,
or subject to, the debts, contracts, liabilities, engagements, or torts of any
person entitled to benefits hereunder. Benefits payable under this Plan shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any
kind, either voluntary or involuntary, including any such liability which is for
alimony or other payments for the support of a spouse or former spouse, or for
any other relative of the Employee, prior to actually being received by the
person entitled to the benefit under the terms of the Plan; and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to benefits payable hereunder, shall be void. The
preceding sentence shall not apply to (a) the creation, assignment or
recognition of a right to any benefit payable with respect to a Participant
pursuant to an order which is determined under Section 6.7 to be a Qualified
Domestic Relations Order as defined in Code §414(p), which was entered
into on or after January 1, 1985 or (b) any other alienation permitted under
Code §401(a)(13) or rules and regulations thereunder. Provided, that a
Beneficiary who has been designated in accordance with Article VI to receive
benefits in the event of a Participants death may elect to disclaim
all or any part of such benefits in favor of another designated Beneficiary.

10.4        Discontinuance of Employer  Contributions:  In the event of permanent
discontinuance of contributions to the Plan by the Employer, the accounts of all
Participants   shall,   as  of  the   date   of  such   discontinuance,   become
nonforfeitable.

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# ARTICLE XI.
AMENDMENTS AND ACTION BY EMPLOYER

11.1        
Amendments: The Parent Company reserves the right from time to time to make any
amendment or amendments to this Plan, including its related Trust, which does
not cause any part of the Trust Fund to be used for, or diverted to, any purpose
other than the exclusive benefit of Participants, Former Participants, or their
Beneficiaries; provided, however, that the Parent Company may make any amendment
it determines necessary or desirable, with or without retroactive effect, to
comply with ERISA. No action of the participating Employers will be required to
implement or effectuate any amendment to the Plan made by the Parent Company.
The procedure followed for making any amendment shall consist of the preparation
of a written Plan amendment and its execution by one or more officers of the
Parent Company. Such amendment may, but need not, be authorized (or later
ratified) by the Parent Companys Board of Directors. The
Trustees signature on the Plans documents (including any
Plan amendments) shall not be necessary and shall only indicate the
Trustees receipt of those documents and its consent to any amendment
to the Trust provisions of Article VII.

No amendment made by the Parent Company shall:

(a)        Reduce the vested percentages  (determined  without regard to such
amendment as of the later of the date the  amendment was adopted or the date the
amendment  was  effective)  of any  Participant;  or decrease the balance in any
Participants  account;  or  eliminate  an  optional  form  of  benefit  in
violation of Code  §411(d)(6) and regulations  thereunder,  with respect to
benefits attributable to Service prior to the amendment; or

(b)        Provide  for the use of any  portion  of the  Trust  Fund for any
purpose other than for the exclusive benefit of Participants and  Beneficiaries,
or provide that any portion of the Trust Fund shall ever revert to or be used by
the Employer, except as provided in Section 7.1.

11.2        
Special Rules Regarding Amendments Relating to Vesting: In the event the vesting
provisions of the Plan are amended, each Participant in the Plan who has three
(or five in the case of a Participant who does not have at least one Hour of
Service with the Employer for Plan Years beginning after December 31, 1988) or
more Years of Service shall be given an election to have the nonforfeitable
percentage of his Employer Contribution Account determined without regard to
such amendment. The election period will begin on the date the amendment is
adopted and will end on the last to occur of (a) sixty days after the day the
amendment is adopted, (b) sixty days after the day the amendment becomes
effective, and (c) sixty days after the date the Participant is given written
notice of the amendment and of the election by the Employer or the Committee. If
the election, as herein provided, is not given to any such Participant, his
nonforfeitable percentage under the Plan, as amended, cannot at any time be less
than such percentage determined without regard to such amendment.

11.3        
Action by Employer: Any action by the Parent Company or any Employer under this
Plan may be by resolution of its board of directors, or by any person or persons
duly authorized by said board or having apparent authority by virtue of his
corporate office to take such action.

- 61 -

# ARTICLE XII.
SUCCESSOR EMPLOYER AND MERGER
OR CONSOLIDATION OF PLANS

12.1        
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 of the powers, duties, and responsibilities of
the Employer under the Plan.

12.2        
Plan Assets in the Event of Merger or Consolidation of Plan: In the event of any
merger or 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 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 this Plan had then terminated);

(b)        The Parent Company shall  authorize such transfer of assets;  and,
in the case of the new or successor employer of the affected Participants,  such
authorization  shall include an assumption of  liabilities  with respect to such
Participants inclusion in the new employers plan; and

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

- 62 -

# ARTICLE XIII.
PLAN TERMINATION

13.1        
Right to Terminate: In accordance with the procedure set forth in this Article,
the Employer may terminate the Plan at any time. In the event of the
dissolution, merger, consolidation, or reorganization of the Employer, the Plan
shall terminate and the Trust Fund shall be liquidated unless the Plan is
continued by a successor to the Employer in accordance with Section 12.1.

13.2        
Partial Termination: Upon termination of the Plan with respect to a group of
Participants which constitutes a partial termination of the Plan, the accounts
of all Employees affected thereby shall become fully vested and nonforfeitable.
The Trustee shall, in accordance with the directions of the Committee, allocate
and segregate for the benefit of the affected Employees then or theretofore
employed by the Employer with respect to which the Plan is being terminated the
amount necessary to pay the proportionate interest of such Employees who are
Participants in the Trust Fund. The funds so allocated and segregated shall be
used by the Trustee to pay benefits to or on behalf of all affected Employees in
accordance with Article VI.

13.3        
Liquidation of the Trust Fund: Upon complete termination of the Plan, the
accounts of all Employees affected thereby shall become fully vested and
nonforfeitable, and the Committee shall direct the Trustee to distribute (or
transfer directly in accordance with Section 6.4(g)) the assets remaining in the
Trust Fund, after payment of any expenses properly chargeable thereto, to
Participants, Former Participants, and Beneficiaries in proportion to their
respective account balances; provided, however, that any amounts properly
allocated to the Plans Suspense Account, pursuant to Section 5.3 of
the Plan, shall upon termination of the Plan revert to the Employer. For
purposes of calculating Forfeitures with respect to any Former Participants who
were not employed on the Plans termination date, but who still had
account balances in the Plan immediately prior to the Plans
termination, such Former Participants vested percentages shall be
calculated in accordance with the Plans vesting schedule immediately
prior to the Plans termination. Any amounts not vested with respect to
such Former Participants shall be treated as a Forfeiture under the Plan, and
such Former Participants shall be treated as if they had incurred five
consecutive Breaks in Service as of the date of Plan termination.

13.4        
Forfeitures: Upon a partial or complete termination of the Plan, for purposes of
calculating Forfeitures with respect to any Former Participants who were not
employed on the Plans termination date, but who still had account
balances in the Plan immediately prior to the Plans termination, such
Former Participants vested percentages shall be calculated in
accordance with the Plans vesting schedule in effect on each such
Former Participants date of termination of employment with the
Employer. Any amounts not vested with respect to such Former Participants shall
be treated as a Forfeiture under the Plan, and such Former Participants shall be
treated as if they had incurred five consecutive Breaks in Service as of the
date of Plan termination.

13.5        
Manner of Distribution: To the extent that no discrimination in value results,
any distribution after termination of the Plan may be made, in whole or in part,
in cash, in securities or other assets in kind, as the Committee (in its
discretion) may determine; provided, that if no

- 63 -

annuity distribution option is permitted under Article
VI of the Plan, then no distribution upon termination may include an annuity.
All noncash distributions shall be valued at fair market value at the date of
distribution.

- 64 -

# ARTICLE XIV.
RELATED CORPORATIONS

14.1        
Joinder: Any corporation or other entity which is related to the Employer by
stock or other equity ownership may adopt this Plan and Trust with the consent
of the Parent Company.

14.2        
Contributions: Each corporation or entity which joins the Plan and Trust and
thereby becomes an Employer hereunder shall make its own contributions to the
Plan, except to the extent otherwise permitted under the Code.

14.3        
Common Service: For purposes of Participation and vesting, transfer from one
Employer to another shall not cause an interruption of Service, and Service with
an Aggregated Employer shall be credited from the later of the date the Plan was
adopted or the date such corporation or entity became an Aggregated Employer.
However, in determining a Participants Service for benefit accrual
purposes, only Service with an Employer during periods of Participation covered
under the Plan with any Employer shall be taken into account.

14.4        
Commingling of Funds: Notwithstanding that the Plan may for some purposes be
considered the separate Plan of each Employer or that contributions are made and
Forfeitures are allocated separately, the assets of the Plan and Trust may be
invested and commingled as a single fund without allocation, except as among
Participants, on the books and records of the Trustee.

- 65 -

IN
WITNESS WHEREOF, the Employer has caused this Plan and Trust to be properly
executed on the ___day of ______, 2002.

| | FAMILY DOLLAR  STORES,  INC., and all other
Employers  listed on the attached Exhibit A
By:_________________________________
Title:
FAMILY DOLLAR, INC.
By:_________________________________
Title:______________________________
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

- 66 -

# EXHIBIT A
FAMILY DOLLAR STORES, INC.
Corporations and other Entites (Active and Inactive)

Family Dollar Stores, Inc.
Family Dollar, Inc.
Family Dollar Holdings, Inc.
Family Dollar Services, Inc.
Family Dollar Operations, Inc.
Family Dollar Trucking, Inc.
Family Dollar Merchandising, L.P.
Family Dollar Stores of Alabama, Inc.
Family Dollar Stores of Arkansas, Inc.
Family Dollar Stores of Colorado, Inc.
Family Dollar Stores of Connecticut, Inc.
Family Dollar Stores of Delaware, Inc.
Family Dollar Stores of D.C., Inc.
Family Dollar Stores of Florida, Inc.
Family Dollar Stores of Georgia, Inc.
Family Dollar Stores of Indiana, L.P.
Family Dollar Stores of Iowa, Inc.
Family Dollar Stores of Kentucky, Ltd.
Family Dollar Stores of Louisiana, Inc.
Family Dollar Stores of Maryland, Inc.
Family Dollar Stores of Massachusetts, Inc.
Family Dollar Stores of Michigan, Inc.
Family Dollar Stores of Mississippi, Inc.
Family Dollar Stores of Missouri, Inc.
Family Dollar Stores of New Jersey, Inc.
Family Dollar Stores of New Mexico, Inc.
Family Dollar Stores of New York, Inc.
Family Dollar Stores of North Carolina, Inc.
Family Dollar Stores of Ohio, Inc.
Family Dollar Stores of Oklahoma, Inc.
Family Dollar Stores of Pennsylvania, Inc.
Family Dollar Stores of Rhode Island, Inc.
Family Dollar Stores of South Carolina, Inc.
Family Dollar Stores of South Dakota, Inc.

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