<PAGE>

                                                                   Exhibit 10.29

                             PACKAGING DYNAMICS LLC

                              EMPLOYEE 401(k) PLAN

               (As Amended and Restated Effective January 1, 2000)

<PAGE>

                                Table of Contents

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ARTICLE 1 - DEFINITIONS .................................................      1
    1.01     Account(s) .................................................      1
    1.02     Approved Leave of Absence ..................................      1
    1.03     Attained Age ...............................................      1
    1.04     Beginning Balance ..........................................      1
    1.05     Beneficiary ................................................      1
    1.06     Board ......................................................      1
    1.07     Closing Balance ............................................      2
    1.08     Code .......................................................      2
    1.09     Committee ..................................................      2
    1.10     Company ....................................................      2
    1.11     Compensation ...............................................      2
    1.12     Effective Date .............................................      2
    1.13     Eligible Employee ..........................................      2
    1.14     Employee ...................................................      3
    1.15     Employer ...................................................      3
    1.16     Employer Discretionary Contribution ........................      3
    1.17     Employer Discretionary Contribution Account ................      3
    1.18     Employer Matching Contribution .............................      3
    1.19     Employer Matching Contribution Account .....................      3
    1.20     ERISA ......................................................      4
    1.21     Highly Compensated Employee ................................      4
    1.22     Hour of Service ............................................      4
    1.23     Leased Employee ............................................      5
    1.24     Limitation Year ............................................      6
    1.25     Normal Retirement Age ......................................      6
    1.26     Normal Retirement Date .....................................      6
    1.27     Participant ................................................      6
    1.28     Participation Date .........................................      6
    1.29     Plan .......................................................      6
    1.30     Plan Administrator .........................................      6
    1.31     Plan Year ..................................................      6
    1.32     Pre-Tax Contribution Account ...............................      6
    1.33     Pre-Tax Contributions ......................................      6
    1.34     Rollover Contribution Account ..............................      6
    1.35     Rollover Contributions .....................................      7
    1.36     Total and Permanent Disability .............................      7
    1.37     Trust ......................................................      7
    1.38     Trust Fund .................................................      7
    1.39     Trustee ....................................................      7
    1.40     Valuation Date .............................................      7
    1.41     Year of Service ............................................      7

ARTICLE II - ELIGIBILITY AND PARTICIPATION ..............................      8
    2.01     Eligibility ................................................      8
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                               Table of Contents

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         2.02     Participation ...................................................................     8
         2.03     Participation Forms .............................................................     8
         2.04     Termination and Reemployment ....................................................     8
         2.05     Change in Employment Status .....................................................     8

ARTICLE III - CONTRIBUTIONS .......................................................................     9
         3.01     Pre-Tax Contributions ...........................................................     9
         3.02     Effective Date of Pre-Tax Salary Reduction Agreement ............................     9
         3.03     Limitations on Pre-Tax Contributions ............................................     9
         3.04     Transfer to Trust ...............................................................     9
         3.05     Modification of Pre-Tax Contributions ...........................................    10
         3.06     Pre-Tax Contribution Account ....................................................    10
         3.07     Limitations on Amount of Pre-Tax Contributions ..................................    10
         3.08     Limitation on Distribution of Pre-Tax Contributions .............................    13
         3.09     Employer Matching Contributions .................................................    13
         3.10     Employer Discretionary Contributions ............................................    13
         3.11     Limitations on Amount of Employer Matching Contributions ........................    13
         3.12     Multiple Use Test ...............................................................    15
         3.13     Limitation to Deductible Amount .................................................    16
         3.14     Qualified Non-Elective Contributions ............................................    16
         3.15     Employer Discretionary Contribution .............................................    16
         3.16     Qualified Employer Matching Contributions ("QMACs") .............................    16
         3.17     Reversion to Employer ...........................................................    16
         3.18     Rollover Contributions ..........................................................    16
         3.19     Continuity of Employment ........................................................    17
         3.20     Re-employed Veterans ............................................................    17

ARTICLE IV - ALLOCATIONS, ACCOUNTING AND ADJUSTMENTS ..............................................    18
         4.01     Valuation .......................................................................    18
         4.02     Composition of the Trust Fund ...................................................    18
         4.03     Allocation of Earnings and Losses ...............................................    18
         4.04     Contributions ...................................................................    18
         4.05     Maximum Annual Additions ........................................................    19
         4.06     Related Employers ...............................................................    21

ARTICLE V - VESTING ...............................................................................    22
         5.01     Pre-Tax Contribution, Rollover Contribution, Qualified Nonelective
                  Contributions, and Qualified Employer Matching Contributions ....................    22
         5.02     Employer Discretionary Contribution Account and Matching Contribution Account ...    22
         5.03     Forfeitures .....................................................................    22

ARTICLE VI - TIME AND METHOD OF PAYMENT ...........................................................    23
         6.01     Distribution Events .............................................................    23
         6.02     Time of Payment .................................................................    23
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                               Table of Contents

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         6.03     Method of Payment ..............................................    23
         6.04     Required Distribution Rules ....................................    24
         6.05     Distribution of Unallocated Contribution .......................    25
         6.06     Certain Delayed Payments .......................................    25
         6.07     Beneficiary ....................................................    26
         6.08     Administrative Powers Relating to Payments .....................    27
         6.09     Small Amounts ..................................................    27
         6.10     Consents, Elections and Revocations ............................    28
         6.11     Hardship Withdrawals ...........................................    28
         6.12     Eligible Rollover Distributions ................................    29
         6.13     Loans ..........................................................    30

ARTICLE VII - JOINT AND SURVIVOR ANNUITY REQUIREMENTS ............................    32
         7.01     Qualified Joint and Survivor Annuity ...........................    32
         7.02     Qualified Preretirement Survivor Annuity .......................    32
         7.03     Definitions ....................................................    32
         7.04     Notice Requirements ............................................    34
         7.05     Exception to the Joint and Survivor Annuity Requirements .......    35

ARTICLE VIII - TOP-HEAVY PROVISIONS ..............................................    36
         8.01     Definitions ....................................................    36
         8.02     Top-Heavy Plan Requirements ....................................    39
         8.03     Minimum Vesting Requirement ....................................    39
         8.04     Minimum Contribution Requirement ...............................    39
         8.05     Coordination with Other Plans ..................................    40

ARTICLE IX - MANAGEMENT OF FUNDS .................................................    41
         9.01     Trust Agreement ................................................    41
         9.02     Exclusive Benefit ..............................................    41
         9.03     Removal of Trustee .............................................    41
         9.04     Powers .........................................................    41
         9.05     Settlement of Accounts .........................................    41

ARTICLE X - PLAN ADMINISTRATION ..................................................    42
         10.01    Administrative Committee .......................................    42
         10.02    Powers and Duties of the Committee .............................    42
         10.03    Exercise of the Committee's Duties .............................    42
         10.04    Organization and Operations of the Committee ...................    43
         10.05    Records and Reports of the Committee ...........................    43
         10.06    Compensation and Expenses of the Committee .....................    43
         10.07    Indemnity of the Committee Members .............................    43

ARTICLE XI - CLAIMS PROCEDURE ....................................................    44
         11.01    Informal Review ................................................    44
         11.02    Formal Review ..................................................    44
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                               Table of Contents

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ARTICLE XII - AMENDMENT AND TERMINATION .........................................    45
         12.01    Amendment .....................................................    45
         12.02    Plan Termination or Discontinuance of Contributions ...........    46
         12.03    Procedure for Becoming an Employer ............................    46

ARTICLE XIII - MISCELLANEOUS ....................................................    47
         13.01    No Contract of Employment .....................................    47
         13.02    Merger or Consolidation of Plan, Transfer of Assets ...........    47
         13.03    Data ..........................................................    47
         13.04    Restrictions Upon Assignments and Creditors' Claims ...........    47
         13.05    Allocation of Fiduciary Duties ................................    48
         13.06    Applicable Law ................................................    48
         13.07    Restriction of Claims Against Trust Fund ......................    48
         13.08    Named Fiduciaries .............................................    48
         13.09    Benefits Payable by Trust Fund ................................    48
         13.10    Successor to Employer or Company ..............................    48
         13.11    Internal Revenue Service Approval .............................    49
         13.12    Deductibility of Employer Discretionary Contributions .........    49
</TABLE>

<PAGE>

                                  INTRODUCTION
                                  ------------

     Packaging Dynamics LLC ("Packaging Dynamics") adopted the Packaging
Dynamics LLC Employee 401(k) Plan (the "Plan") effective July 1, 1999. The Plan
was amended from time to time. Packaging Dynamics has three divisions: Bagcraft,
IPMC and ICI. "IPMC" and "ICI" each sponsored tax-qualified plans; the IPMC,
Inc. Pension and Profit Sharing Retirement Plan (the "IPMC Plan") and the
International Converter, Inc. 401(k) Profit Sharing Plan (the "ICI Plan"),
respectively. Effective as of July 1, 1999, the IPMC Plan and, effective as of
January 1, 2000, the ICI Plan were merged into the Plan.

     It is intended that this Plan together with the Trust satisfies the
requirements applicable to a qualified retirement plan under Section 401(a) and
501(a) of the Internal Revenue Code of 1986 ("Code"), and to cash or deferred
arrangements under Section 401(k) of the Code, and shall be interpreted to
comply with the terms of the Code and ERISA and the applicable regulations and
rulings issued thereunder.

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

       Whenever used herein with the initial letter capitalized, words and
phrases shall have the meanings stated below unless a different meaning is
plainly required by the context. All masculine terms shall include the feminine
and all singular terms shall include the plural, unless the context clearly
indicates otherwise.

1.01   Account(s)
       ----------

       The separate account or accounts, which are maintained for each
       Participant, including the Pre-Tax Contribution Account, Employer
       Matching Contribution Account, Employer Discretionary Contribution
       Account and Rollover Contribution Account.

1.02   Approved Leave of Absence
       -------------------------

       An absence from work approved by an Employer or Related Employers under
       Named Investment Fiduciary from rules and conditions for all Employees,
       including a "maternity or paternity leave of absence".

       A "maternity or paternity leave of absence" shall mean, for any Plan
       Year, an absence from work (for such period as may be required under
       Section 102(e) of the Retirement Equity Act of 1984 or regulations
       thereunder) by reason of the Participant's pregnancy, birth of the
       Participant's child, placement of a child with the Participant in
       connection with the adoption of such child, or any absence for the
       purpose of caring for such child for a period immediately following such
       birth or placement.

1.03   Attained Age
       ------------

       The age in years of an Employee as of the last anniversary of the
       Employee's date of birth.

1.04   Beginning Balance
       -----------------

       The fair market value of the Trust Fund, each Employer Discretionary
       Contribution Account, Employer Matching Contribution Account, Pre-Tax
       Contribution Account and each Rollover Contribution Account as of the
       Valuation Date immediately preceding the event for which the Beginning
       Balance is being determined.

1.05   Beneficiary
       -----------

       Any person or persons (or a trust) designated under Section 6.07 to
       receive a benefit under the Plan after the death of a Participant. This
       designation may be revoked by a Participant or former Participant as
       prescribed in Section 6.07.

<PAGE>

1.06   Board
       -----

       The Board of Directors of the Company.

1.07   Closing Balance
       ---------------

       The fair market value of the Trust Fund, each Employer Discretionary
       Contribution Account, Employer Matching Contribution Account, Pre-Tax
       Contribution Account and Rollover Contribution Account as of the
       Valuation Date coincident with or next following the event for which the
       Closing Balance is being determined.

1.08   Code
       ----

       The Internal Revenue Code of 1986, as amended.

1.09   Committee
       ---------

       The person or persons appointed by the Board pursuant to Article X.

1.10   Company
       -------

       Packaging Dynamics, LLC, its successors and assigns, and any corporation
       into which they may be merged or consolidated or to which all or
       substantially all of their assets may be transferred. The provisions of
       the immediately preceding sentence are subject to the successor,
       assigned, merged or consolidated corporation adopting the Plan and giving
       notice of such adoption in writing to the Trustee.

1.11   Compensation
       ------------

       (a)   The definition of Compensation is set forth in the Appendix.

       (b)   The annual Compensation of each Participant taken into account for
             determining all benefits provided under the Plan for any Plan year
             shall not exceed $150,000, as adjusted for increases in the
             cost-of-living in accordance with Section 401(a)(17)(B) of the
             Code. The annual Compensation of each Participant taken into
             account in determining allocations for any Plan Year beginning
             after December 31, 2001, shall not exceed $200,000, as adjusted for
             cost-of-living increases in accordance with Section 401(a)(17)(B)
             of the Code. The cost-of-living adjustment in effect for a calendar
             year applies to any determination period beginning in such calendar
             year.

       (c)   Compensation during an Employee's first year of participation shall
             be recognized as of the first day of the Plan Year in which the
             Participant entered the Plan.

1.12   Effective Date
       --------------

       The Effective Date of this amended and restated Plan is July 1, 2000. The
       original effective date of the Plan was July 1, 1999.

1.13   Eligible Employee
       -----------------

<PAGE>

       Eligible Employee shall mean all employees of the Employer, excluding
       Leased Employees, those Employees whose employment is governed by a
       collective bargaining agreement, unless such agreement includes a
       provision for retirement benefits that were the subject of good faith
       bargaining. As of the Effective Date of this amendment and restatement,
       members of Teamsters Local 743 shall be Eligible Employees.

1.14   Employee
       --------

       An Employee of an Employer, including Leased Employees. However, the term
       Employee shall exclude any individual who is retained by an Employer to
       perform services for the Employer (for either a definite or indefinite
       duration) and is characterized thereby as a fee-for-service worker or
       independent contractor or in a similar capacity (rather than in the
       capacity of an employee), regardless of such individual's status under
       common law, including without limitation, any such individual who is or
       has been determined by a third party, a government agency, board, court
       or arbitrator, to be an employee of the Employer for any purpose,
       including for purposes of participation in an employee benefit plan of
       the Employer (including this Plan) or for purposes of federal, state or
       local tax withholding, employment tax or employment law.

1.15   Employer
       --------

       The Company and any other Employer which, with the approval of the Board,
       shall adopt this Plan, in whole or part, for the benefit of its
       Employees, according to an appropriate written resolution of the board of
       directors of such Employer. Such an Employer shall execute such documents
       as may be deemed necessary by the Company. For purposes of eligibility,
       vesting, breaks in service and restrictions on contributions and
       benefits, Employer shall also include any member of (a) controlled group
       in which an Employer is a member within the meaning of Section 414(b) of
       the Code, (b) an affiliated service group within the meaning of Section
       414(m) of the Code, (c) a group of trades or businesses under common
       control (within the meaning of Code Section 414(c)) of which the Employer
       is a member, and (d) any other entity required to be aggregated with the
       Employer pursuant to Section 414(o).

1.16   Employer Discretionary Contribution
       -----------------------------------

       The contribution made to the Employer Discretionary Contribution Account
       of a Participant by an Employer as provided in Article III.

1.17   Employer Discretionary Contribution Account
       -------------------------------------------

       The separate Account maintained for each Participant to reflect Employer
       Discretionary Contributions made on behalf of the Participant and any
       earnings thereon.

1.18   Employer Matching Contribution
       ------------------------------

       The contribution made by the Employer on the condition that the Employee
       enters a salary reduction agreement to make Pre-Tax Contributions to the
       Plan, and in such amount provided in accordance with the Appendix, as
       provided in Article III.

1.19   Employer Matching Contribution Account
       --------------------------------------

<PAGE>

       The separate Account maintained for each Participant to which Employer
       Matching Contributions are allocated.

1.20   ERISA
       -----

       The Employee Retirement Income Security Act of 1974, as amended.

1.21   Highly Compensated Employee
       ---------------------------

       The term Highly Compensated Employee includes highly compensated active
       employees and highly compensated former employees.

       A "highly compensated active employee" includes any Employee who performs
       service for the Employer during the "determination year" and who:

       (a)   was a 5% owner of the Employer (within the meaning of Section
             416(i)(1) of the Code) at any time during the Plan Year or the
             preceding Plan Year; or

       (b)   received compensation from the Employer in excess of $80,000 (or
             such other amount as may be determined by the Secretary of the
             Treasury) and, effective as of the Plan Year beginning January 1,
             2001, was among the "top-paid group" of employees (as defined in
             Section 414(q)(3) of the Code for the preceding year. In
             determining a Highly Compensated Employee, "compensation" means
             compensation as defined in Section 414(q) of the Code.

       For this purpose, the "determination year" shall be the Plan Year.

       A "highly compensated former employee" includes any Employee who
       separated from service (or was deemed to have separated) prior to the
       determination year, performs no service for the Employer during the
       determination year, and was a highly compensated active Employee for
       either the separation year or any determination year ending on or after
       the Employee's 55th birthday.

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

1.22   Hour of Service
       ---------------

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

             (2) Each hour for which an Employee is directly or indirectly
                 paid, or entitled to payment, by an Employer for reasons (such
                 as vacation, sickness, disability, or similar leave of absence)
                 other than for the performance of duties, irrespective of
                 whether the employment relationship has terminated. In no event
                 shall more than five hundred and one (501) Hours of Service be
                 credited for any one continuous period of absence during or for
                 which the Employee receives payment for nonperformance of
                 duties. Hours of Service credited to an Employee under this
                 paragraph will be

<PAGE>

                   calculated and credited pursuant to DOL Regulations Section
                   2530.200b-2; and

             (3)   Each hour for which back pay, irrespective of mitigation of
                   damages, has been either awarded or agreed to by an Employer.
                   The same Hours of Service will not be credited both under
                   paragraph (1) or paragraph (2), as the case may be, and under
                   this paragraph (3). These hours will be credited to the
                   Employee for the computation period(s) to which the award
                   pertains rather than the computation period in which the
                   award, agreement or payment is made;

             Hours of Service will be credited for employment with other members
             of an affiliated service group (under Section 414(m) of the Code),
             a controlled group of corporations (under Section 414(b) of the
             Code), or a group of trades or businesses under common control
             (under Section 414(c) of the Code) of which the Company is a
             member, and any other entity required to be aggregated with the
             Employer.

       (b)   An individual who is absent from work for maternity or paternity
             reasons shall receive credit for purposes of vesting and
             eligibility to participate, for the Hours of Service which would
             otherwise have been credited to such individual but for such
             absence, or in any case in which such hours cannot be determined,
             eight (8) Hours of Service per day of such absence. For purposes of
             this paragraph, an absence from work for maternity or paternity
             reasons means an absence;

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

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

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

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

             The Hours of Service credited under this paragraph shall be
             credited;

             (i)   in the computation period in which the absence begins if the
                   crediting is necessary to accrue vesting or participation
                   service that period, or

             (ii)  in all other cases, in the following computation period.

1.23   Leased Employee
       ---------------

       Any person (other than an Employee) 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 one year, and such
       services are performed under primary direction and control by the
       recipient employer. Contributions or benefits provided to a Leased
       Employee by the leasing

<PAGE>

       organization which are attributable to services performed for the
       recipient employer shall be treated as provided by the recipient
       employer.

1.24   Limitation Year
       ---------------

       The Plan Year.

1.25   Normal Retirement Age
       ---------------------

       Normal Retirement Age shall have the meaning set forth in the Appendix.

1.26   Normal Retirement Date
       ----------------------

       Normal Retirement Date shall have the meaning set forth in the Appendix.

1.27   Participant
       -----------

       An Eligible Employee who has met the requirements of Article II for
       participation in the Plan. The term shall also include, where
       appropriate, a former Participant who terminated his service with an
       Employer and is entitled to a benefit hereunder.

1.28   Participation Date
       ------------------

       An Eligible Employee's Participation shall be the first day of the month
       coinciding with or next following the date the requirements set forth in
       Article II are met, except as provided in the Appendix.

1.29   Plan
       ----

       The Packaging Dynamics LLC Employee 401(k) Plan, as detailed herein.

1.30   Plan Administrator
       ------------------

       The Company.

1.31   Plan Year
       ---------

       A twelve (12) consecutive month period from January 1 to December 31 each
       year.

1.33   Pre-Tax Contribution Account
       ----------------------------

       The separate Account maintained for each Participant to reflect Salary
       Reduction Contributions and any earnings thereon.

1.33   Pre-Tax Contributions
       ---------------------

       The contributions made by an Employer that are attributable to the
       reduction in Compensation a Participant agrees to accept from an Employer
       each Plan Year as described in Section 3.01 of the Plan.

1.34   Rollover Contribution Account
       -----------------------------

<PAGE>

       The separate Account maintained for each Employee or Participant to
       reflect Rollover Contributions and any earnings thereon.

1.35   Rollover Contributions
       ----------------------

       The amounts contributed by an Employee or a Participant to another
       retirement plan or retirement arrangement, and which the Employee or
       Participant rolls into this Plan, subject to the applicable requirements
       of the Code and regulations to qualify for rollover treatment.

1.36   Total and Permanent Disability
       ------------------------------

       Total and Permanent Disability shall have the meaning set forth in the
       Appendix.

1.37   Trust
       -----

       The Packaging Dynamics LLC Employee 401(k) Trust, as amended from time to
       time.

1.38   Trust Fund
       ----------

       All cash, securities and other property, held under the Trust for the
       purposes of the Plan, and any earnings thereon.

1.39   Trustee
       -------

       The person, persons, entity or entities appointed by the Company as
       Trustee of the Trust.

1.40   Valuation Date
       --------------

       Each business day that the New York Stock Exchange is open for trading.

1.41   Year of Service
       ---------------

       For vesting and eligibility purposes, a Plan Year during which a
       Participant is credited with at least 1,000 Hours of Service.

       All Years of Service with other members of a controlled group of
       corporations (as defined in Code Section 414(b), trades or business
       Lender common control (as defined in Code Section 414(c), or members of
       an affiliated service group (as defined, in Section 414(m) shall be
       credited for purposes of determining an Employee's Years of Service.

<PAGE>

                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

2.01   Eligibility
       -----------

       For purposes of merged plans, any Employee who was eligible, as of the
       date of merger, to participate in a plan that merged into this Plan shall
       be eligible to participate in this Plan.

       Each other Employee shall be eligible to participate in the Plan upon the
       later of the Effective Date or the completion of one-half Year of Service
       with the Employer and the attainment of age 18, except as otherwise
       provided for ICI in the Appendix.

2.02   Participation
       -------------

       Each Employee who meets the eligibility requirements described in Section
       2.01 shall become a Participant on the coinciding or next following
       Participation Date and may enter into a pre-tax salary reduction
       agreement relating to Compensation earned after the date he becomes a
       Participant.

2.03   Participation Forms
       -------------------

       Each Participant shall designate a Beneficiary in the manner prescribed
       by the Committee as provided in Section 6.07. Pre-Tax Contributions to be
       made pursuant to Article III must be elected by the Participant in the
       manner prescribed by the Committee.

2.04   Termination and Reemployment
       ----------------------------

       (a)   If an Employee who has met the eligibility requirements of Section
             2.01 terminates employment and is subsequently rehired by an
             Employer, he shall again be eligible to participate in the Plan on
             his date of reemployment and may enter into a pre-tax salary
             reduction agreement to be effective as of the first day of the
             month following his date of reemployment.

       (b)   If an Employee who has not met the eligibility requirements of
             Section 2.01 terminates employment and is subsequently rehired by
             an Employer, he shall be eligible to participate in the Plan when
             he meets the eligibility requirements of Section 2.01, based upon
             his date of reemployment.

2.05   Change in Employment Status
       ---------------------------

       If an Employee is excluded from participating in the Plan due to the
       Employee's employment status and the Employee subsequently becomes
       employed in an employment status eligible for participation in the Plan,
       all Years of Service of the Employee shall be counted for purposes of
       eligibility and participation.

<PAGE>

                                   ARTICLE III

                                  CONTRIBUTIONS
                                  -------------

3.01   Pre-Tax Contributions
       ---------------------

       Each Participant who has met the eligibility requirements of Section 2.01
       may enter into a written salary reduction agreement, in the manner
       prescribed by the Committee, with his Employer to make Pre-Tax
       Contributions.

3.02   Effective Date of Pre-Tax Salary Reduction Agreement
       ----------------------------------------------------

       A pre-tax salary reduction agreement shall be effective as of the date(s)
       set forth in the Appendix.

3.03   Limitations on Pre-Tax Contributions
       ------------------------------------

       A Participant may agree to make Pre-Tax Contributions in the amounts set
       forth in the Appendix. No Participant shall be permitted to make Pre-Tax
       Contributions during any calendar year of more than the maximum amount
       provided under Code Section 402(g) for such calendar year.

       A Participant may request a return of a portion of his Pre-Tax
       Contributions for a Plan Year, in the event that: (a) he has made Pre-Tax
       Contributions greater than the maximum amount allowable under Code
       Section 402(g) for the previous taxable year, and (b) he so notifies the
       Plan Administrator, in the manner prescribed, by March 1 of the amount to
       be returned. The Plan Administrator shall return such excess Pre-Tax
       Contributions to the Participant by the next following April 15 in the
       amount specified in the Participant's notification, together with
       earnings. A Participant is deemed to notify the Plan Administrator of any
       excess Pre-Tax Contributions that arise by taking into account only those
       Pre-Tax Contributions made to this Plan and any other plans of the
       Employer. The excess Pre-Tax Contributions shall be adjusted for any
       income or loss up to the last day of the year in which the excess Pre-Tax
       Contributions were withheld from the Participant's salary, based on the
       income or loss allocable to all of the Participant's Pre-Tax
       Contributions for the taxable year multiplied by a fraction where the
       numerator is the Participant's excess Pre-Tax Contributions for the year
       and the denominator is the Participant's account balance attributable to
       Pre-Tax Contributions without income or loss for the taxable year.

3.04   Transfer to Trust
       -----------------

       An Employer shall contribute to the Trust an Employee's Pre-Tax
       Contributions, as soon as can be reasonably segregated from the
       Employer's general assets (but not later than the date prescribed by
       law).

3.05   Modification of Pre-Tax Contributions
       -------------------------------------

       Each Participant may increase, decrease or resume his Pre-Tax
       Contributions by entering into a new salary reduction agreement in
       accordance with procedures established by the

<PAGE>

      Committee, to be effective as set forth in the Appendix. In addition, each
      Participant may suspend his Pre-Tax Contributions at any time by entering
      into a new salary reduction agreement and electing zero percent (0%)
      Pre-Tax Contributions. Such suspension election shall be made in
      accordance with procedures established by the Committee, to be effective
      as set forth in the Appendix.

3.06  Pre-Tax Contribution Account
      ----------------------------

      An Employer shall establish and maintain a Pre-Tax Contribution Account in
      the name of each Participant who elects to make Pre-Tax Contributions.

3.07  Limitations on Amount of Pre-Tax Contributions
      ----------------------------------------------

      (a)  Pre-Tax Contributions by Highly Compensated Employees for a Plan Year
           shall be subject to the following limitations:

           (1)  The Plan Administrator may limit or restrict the amount of
                Pre-Tax Contributions of Highly Compensated Employees before the
                end of the Plan Year, in the amount it determines necessary (and
                in the manner it determines), in order to ensure that the Actual
                Deferral Percentage ("ADP") for Participants who are Highly
                Compensated Employees for each Plan Year and the ADP for
                Participants who are non-Highly Compensated Employees for the
                preceding Plan Year satisfies either the test under (A) or (B)
                below:

                (A)  The ADP for Participants who are Highly Compensated
                     Employees is not greater than one hundred twenty-five
                     percent (125%) of the ADP for Participants who are
                     non-Highly Compensated Employees for the preceding Plan
                     Year.

                (B)  The ADP for Participants who are Highly Compensated
                     Employees for the Plan Year:

                     (i)   does not exceed the ADP for Participants who are
                           non-Highly Compensated Employees for the preceding
                           Plan Year, plus two percent (2%); and

                     (ii)  does not exceed two hundred percent (200%) of the ADP
                           for Participants who are non-Highly Compensated
                           Employees for the preceding Plan Year.

                     The Employer may apply paragraph (i) by using the current
                     Plan Year if the Employer so elects, except that if such an
                     election is made, it may not be changed except as provided
                     by the Secretary of the Treasury.

                     "Actual Deferral Percentage" (or "ADP") means the average
                     of the ratios (calculated separately for each Participant
                     in a group) of (i) the amount of Employer Discretionary
                     Contributions (as described below) actually paid to the
                     Trust on behalf of a Participant for the Plan Year to (ii)
                     a Participant's compensation for the Plan Year,

<PAGE>

                     whether or not the Employee was a Participant for the
                     entire Plan Year. Employer Discretionary Contributions for
                     this purpose shall include: (i) any Pre-Tax Contributions
                     made pursuant to a Participant's election, including excess
                     Pre-Tax Contributions, but excluding Pre-Tax Contributions
                     that are taken into account in the Actual Contribution
                     Percentage ("ACP") test under Section 3.10 (provided the
                     ADP test is satisfied both with and without exclusion of
                     these Pre-Tax Contributions; and (ii) any qualified
                     non-elective contributions ("QNECs") and qualified matching
                     after-tax contributions ("QMACs"). For purposes of
                     computing Actual Deferral Percentages, an Employee who
                     would be a Participant but for suspension due to a hardship
                     distribution or for the failure to make Pre-Tax
                     Contributions shall be treated as a Participant who is not
                     making Pre-Tax Contributions.

           (2)  For purposes of this Section 3.07, "compensation" means
                compensation as defined in Section 414(s) of the Code and the
                regulations thereunder.

           (3)  For the ADP test, Pre-Tax Contributions, QNECs and QMACs must be
                made before the last day of the twelve-month period immediately
                following the Plan Year to which the contributions relate.
                Provided; however, any QNECs or QMACs must be allocated as of a
                date within the Plan Year to which they relate. A Pre-Tax
                Contribution will be taken into account under the ADP test for a
                Plan Year only if it relates to compensation that either would
                have been received by the Participant in the Plan Year (but for
                the deferral election) or is attributable to services performed
                by the Participant in the Plan Year and would have been received
                by the Participant within 2 1/2 months after the close of the
                Plan Year (but for the deferral election).

           (4)  The Employer shall maintain records sufficient to demonstrate
                satisfaction of the ADP test and the amount of QNECs or QMACs,
                or both, used in such test.

      (b)  The Plan Administrator shall make a determination as of the last day
           of the Plan Year regarding the maximum Pre-Tax Contribution for each
           Participant who is a Highly Compensated Employee.

           (1)  Any Participant who elected to reduce his salary by more than
                his maximum permissible amount shall be deemed to have elected
                to defer the maximum permissible Pre-Tax Contribution as
                determined by the Plan Administrator. If, as of the end of the
                Plan Year, any amounts withheld by the Employer for a
                Participant exceeds the maximum permissible amount determined by
                the Plan Administrator, the Participant's excess Pre-Tax
                Contributions, together with interest thereon (if any), shall be
                returned by the Employer or the Trustee to the Participant as
                soon as practicable after the end of the Plan Year, but in no
                event later than the last day of the following Plan Year. The
                amount of excess Pre-Tax Contributions to be distributed shall
                be reduced by the excess aggregate contributions previously
                distributed for the taxable year ending in the same Plan Year.

<PAGE>

                If such excess amounts are distributed more than 2 1/2 months
                after the last day of the Plan Year in which such excess amounts
                arose, a ten (10) percent excise tax will be imposed on the
                Employer with respect to such amounts.

           (2)  For purposes of subsection (b)(1) above, Pre-Tax Contributions
                of Highly Compensated Employees shall be reduced on the basis of
                the dollar amount of their Pre-Tax Contributions in accordance
                with regulations issued by the Secretary of the Treasury under
                Section 401(k) of the Code.

           (3)  Excess Pre-Tax Contributions shall be adjusted for any income or
                loss up to the last day of the year in which the excess Pre-Tax
                Contribution were withheld from the Participant's salary, based
                on the income or loss allocable to the Participant's Pre-Tax
                Contributions (and, if applicable, the QNECs and/or QMACs for
                the Plan Year multiplied by a fraction, where the numerator is
                the Participant's excess Pre-Tax Contributions for the year and
                the denominator is the Participant's account balance
                attributable to Pre-Tax Contributions (and QNECs and/or QMACs,
                if applicable) without regard to any income or loss occurring
                during such Plan Year.

      (c)  The provisions of this paragraph (c) apply only to Highly Compensated
           Employees with respect to Plan Years beginning on and after January
           1, 1988. The salary reduction arrangement of this Plan and any other
           plans of the Employer (which include a cash or deferred arrangement
           under Section 401(k) of the Code and which are considered one plan
           for purposes of Section 401(a)(4), or 410(b) of the Code) shall be
           treated as one salary reduction arrangement for purposes of applying
           the provisions of this Section 3.07. In the event that this Plan
           satisfies the requirements of Sections 401(k), 401(a)(4), or 410(b)
           of the Code only if aggregated with one or more other plans, or if
           one or more other plans satisfy the requirements of such sections of
           the Code only if aggregated with this Plan, then this subsection
           shall be applied by determining the ADP of Employees as if all such
           plans were a single plan. Plans which are mandatorily disaggregated
           remain so for purposes of this Section 3.07. For Plan Years.
           Beginning after December 31, 1989, plans may be aggregated in order
           to satisfy Section 401 (k) of the Code only if they have the same
           Plan Year.

      (d)  The Plan Administrator shall have the right to otherwise limit or
           reduce the Pre-Tax Contributions of Participants, as it determines
           necessary and in any manner it determines, to ensure that the
           aggregate allocation of Pre-Tax Contributions to all Participants
           will not exceed the amount permitted as a deduction by the Employer
           pursuant to the Code and to ensure that, with respect to any
           particular Participant, the amount credited to such Participant's
           Account for the Plan Year does not exceed the amount permissible
           under Section 415 of the Code.

      (e)  The Plan Administrator may establish such rules and procedures
           regarding Pre-Tax Contributions under this Plan as it deems
           appropriate.

<PAGE>

      (f)  QNECs and/or matching contributions may be treated as Pre-Tax
           Contributions only if the conditions described in Section
           1.401(k)-1(b)(5) of the regulations are satisfied. QNECs and/or
           Employer Matching Contributions which may be treated as Pre-Tax
           Contributions for purposes of the ADP test of Section 401(k) must be
           nonforfeitable when made and subject to the same distribution
           restrictions that apply to Pre-Tax Contributions, without regard to
           whether they are actually taken into account as Pre-Tax
           Contributions.

3.08  Limitation on Distribution of Pre-Tax Contributions
      ---------------------------------------------------

      Distributions of a Participant's Pre-Tax Contribution Account shall not
      commence prior to the earliest of his retirement, death, Total and
      Permanent Disability, other termination of employment, or his
      demonstration of hardship as defined in Section 6.11, except upon the
      occurrence of an event described in Section 401(k)(10) of the Code.

3.09  Employer Matching Contributions
      -------------------------------

      If a Participant elects to make Pre-Tax Contributions, the Employer shall
      make an Employer Matching Contribution in an amount as set forth in the
      Appendix and allocated in accordance with the method set forth in the
      Appendix. Employer Matching Contributions shall be deposited into the
      Participant's Employer Matching Contribution Account monthly.

3.10  Employer Discretionary Contributions
      ------------------------------------

      The Employer may, from time to time and subject to the provisions detailed
      in the Appendix, make Employer Discretionary Contributions to the Plan, to
      be allocated among the Employees as provided in the Appendix. Any Employer
      Discretionary Contributions shall be deposited into the Participant's
      Employer Discretionary Contribution Account on an annual basis.

3.11  Limitations on Amount of Employer Matching Contributions
      --------------------------------------------------------

      (a)  To the extent not aggregated with Pre-Tax Contributions for purposes
           of determining the ADP limitations under Section 3.07, Employer
           Matching Contributions on behalf of Highly Compensated Employees for
           2 Plan Year shall be subject to the following limitations:

           (1)  The Plan Administrator may limit or restrict the Employer
                Matching Contributions of Highly Compensated Employees before
                the end of the Plan Year, in the amount it determines necessary
                (and in the manner it determines), in order to ensure that the
                Actual Contribution Percentage ("ACP") for Participants who are
                Highly Compensated Employees for each Plan Year and the ACP for
                Participants who are non-Highly Compensated Employees for the
                preceding Plan Year satisfies either the test under (A) or (B)
                below:

                (A)  The ACP for Participants who are Highly Compensated
                     Employees for the Plan Year shall not exceed the ACP for
                     Participants who are non-Highly Compensated Employees for
                     the preceding Plan Year multiplied by 125%.

<PAGE>

                (B)  Subject to Section 3.12, the ACP for Participants who are
                     Highly Compensated Employees for the Plan Year shall not
                     exceed the ACP for Participants who are non-Highly
                     Compensated Employees for the preceding Plan Year
                     multiplied by 200%, provided that the ACP for Participants
                     who are Highly Compensated Employees may not exceed the ACP
                     for Participants who are non-Highly Compensated Employees
                     for the preceding Plan Year by more than two (2) percentage
                     points.

                The Employer may apply paragraph (1) by using the current Plan
                Year if the Employer so elects, except that if such an election
                is made, it may not be changed except as provided by the
                Secretary of the Treasury.

                "Actual Contribution Percentage" ("ACP") means the average of
                the ratios (calculated separately for each Participant in a
                group) of (i) the amount of Employer Matching Contributions (and
                other included contributions as described below) actually paid
                to the Trust on behalf of a Participant for the Plan Year to
                (ii) a Participant's compensation for the Plan Year whether or
                not the Employee was a Participant for the entire Plan Year. The
                following contributions shall be included with Employer Matching
                Contributions for purposes of determining the ACP: (i) any
                Pre-Tax Contributions made pursuant to the Participant's salary
                reduction agreement including excess Pre-Tax Contributions, but
                excluding Pre-Tax Contributions that are taken into account in
                the Average Deferral Percentage test (provided the ADP test is
                met before the Pre-Tax Contributions are used in the ACP test
                and continues to be met following the exclusion of those Pre-Tax
                Contributions that are used to meet the ACP test); and (ii) at
                the election of the Employer, QNECs to the extent not taken into
                account in the average deferral percentage test. For purposes of
                computing Actual Contribution Percentages, an Employee who would
                receive an allocation of Employer Matching Contributions but for
                the failure to make Pre-Tax Contributions shall be treated as a
                Participant on whose behalf no Employer Matching Contributions
                are made.

           (2)  For purposes of this Section 3.11, "compensation" means
                compensation as defined in Section 414(s) of the Code and the
                regulations thereunder.

           (3)  For the ACP test, Employer Matching Contributions, Pre-Tax
                Contributions, and QNECs must be made before the last day of the
                twelve-month period immediately following the Plan Year to which
                the contributions relate.

           (4)  The Employer shall maintain records sufficient to demonstrate
                satisfaction of the ACP test and the amount of Pre-Tax
                Contributions or QNECs, or both, used in such test.

           (5)  The determination and treatment of the ACP amounts of any
                Participant shall satisfy such other requirements as may be
                prescribed by the Secretary of the Treasury.

<PAGE>

      (b)  If it is determined as of the end of the Plan Year that any amounts
           contributed by the Employer for a Participant exceed the amount
           determined permissible by the Plan Administrator to meet the ACP
           test, the excess aggregate contribution, to the extent that it is
           vested, together with allocable earnings and less allocable losses
           thereon (if any), shall be returned by the Trustee to the Participant
           as soon as practicable after the end of the Plan Year, but in no
           event later than the last day of the following Plan Year. To the
           extent such excess aggregate contribution is not vested, it shall be
           forfeited as of the last day of the Plan Year following the Plan Year
           for which the excess aggregate contribution was made. Vested Employer
           Matching Contributions with regard to excess Pre-Tax Contributions
           which were distributed under Section 3.07(b) of the Plan shall also
           be distributed at the same time and in the same manner as such excess
           Pre-Tax Contributions. The amount of excess aggregate contributions
           to be distributed shall be reduced by the excess Pre-Tax
           Contributions previously distributed for the taxable year ending in
           the same Plan Year.

           If such vested excess aggregate contributions are distributed more
           than 2 1/2 months after the last day of the Plan Year in which such
           excess aggregate amounts arose, a ten (10) percent excise tax will be
           imposed on the Employer with respect to such amounts.

           For purposes of this subsection, distributions or forfeitures of
           excess aggregate contributions of Highly Compensated Employees shall
           occur based on the dollar amount of excess aggregate contributions
           made on behalf of Highly Compensated Employees in accordance with
           regulations issued by the Secretary of the Treasury under Section
           401(m) of the Code.

           Vested excess aggregate contributions shall be adjusted for any
           income or loss up to the last day of the year in which the excess
           contributions were made, based on the income or loss allocable to the
           Participant's Pre-Tax Contributions, Employer Matching Contributions
           (and, if applicable, QNECs and QMACs) for the Plan Year multiplied by
           a fraction, where the numerator is the Participant's excess aggregate
           contributions for the year and the denominator is the Participant's
           account balance attributable to "contribution percentage amounts
           without regard to any income or loss occurring during such Plan Year.
           For purposes of this subsection, "contribution percentage amounts"
           shall mean the sum of the Employer Matching Contributions made under
           the Plan on behalf of the Participant for the Plan Year. Such
           "contribution percentage amounts" shall include forfeitures of excess
           aggregate contributions or matching contributions" allocated to the
           Participant's Account which shall be taken into account in the year
           in which such forfeiture is allocated. The Employer may elect to
           include QNECs in the "contribution percentage amounts." The Employer
           also may elect to use Pre-Tax Contributions in the "contribution
           percentage amounts" so long as the ADP test is met before the Pre-Tax
           Contributions are used in the ACP test and continues to be met
           following the exclusion of those Pre-Tax Contributions that are used
           to meet the ACP test.

      (c)  Employer Matching Contributions shall be distributable only in
           accordance with the distribution provisions applicable to a
           Participant's Pre-Tax Contributions.

3.12  Multiple Use Test
      -----------------

<PAGE>

         The multiple use test described in Treasury Regulation Section
         1.40(m)-2 shall not apply for Plan Years beginning after December 31,
         1999.

3.13     Limitation to Deductible Amount
         -------------------------------

         Employer Matching Contributions, Employer Discretionary Contributions
         and Pre-Tax Contributions under the Plan shall not exceed the amount
         allowable as a deduction under Section 404 of the Code, as amended from
         time to time.

3.14     Qualified Non-Elective Contributions
         ------------------------------------

         If provided for in the Appendix, in order to meet the nondiscrimination
         requirements of Section 401(k) of the Code, the Board may authorize the
         Employer to make additional contributions applicable only to those
         Participants who are non-Highly Compensated Employees. Contributions
         made under this Section 3.14 shall be deemed for all Plan purposes to
         be Pre-Tax Contributions, and shall be allocated to the Participant's
         Pre-Tax Contribution Account, except that no Employer Matching
         Contributions willbe based upon such contributions.

3.15     Employer Discretionary Contribution
         -----------------------------------

         In addition to Employer Matching Contributions, the Employer may, as
         set forth in the Appendix, pay to the Trustee Employer Discretionary
         Contributions in an amount as determined by the Board. Any Employer
         Discretionary Contribution made to the Plan on behalf of a Participant
         shall be allocated to his Employer Discretionary Contribution Account.

3.16     Qualified Employer Matching Contributions ("QMACs")
         ---------------------------------------------------

         If provided for in the Appendix, in order to meet the nondiscrimination
         requirements of Section 401(m) of the Code, the Board may authorize the
         Employer to make additional contributions applicable only to those
         Participants who are non-Highly Compensated Employees. QMACs are
         subject to the distribution and nonforfeitability requirements of Code
         Section 401(k) when made. Any QMAC made to the Plan on behalf of a
         Participant shall be allocated to such Participant's Pre-Tax
         Contribution Account.

3.17     Reversion to Employer
         ---------------------

         At no time shall any part of the corpus or income of the Trust Fund be
         used for or diverted to purposes other than for the exclusive benefit
         of Participants and their Beneficiaries and to pay the reasonable
         expenses of administration of the Plan and Trust, to the extent that
         such expenses are not paid by an Employer. Notwithstanding the above, a
         contribution which is made by an Employer by a mistake of fact may be
         returned to the Employer within one (1) year after the. payment of the
         contribution to the Trust. If a contribution is conditioned upon the
         deductibility of the contribution under Section 404 of the Code, then,
         to the extent the deduction is disallowed, such a contribution shall be
         returned to the Employer within one (1) year after the disallowance of
         the deduction. All contributions to the Plan are conditioned on their
         deductibility under Code Section 404.

3.18     Rollover Contributions
         ----------------------

<PAGE>

         Any Employee may, regardless of whether he is presently eligible to
         participate in this Plan and in accordance with procedures approved by
         the Committee, make Rollover Contributions to the Plan. The Employee
         shall furnish the Trustee with a written statement that the
         contribution is a Rollover Contribution, together with such other
         statements and information as may be required by the Trustee.

3.19     Continuity of Employment
         ------------------------

         Except as expressly provided to the contrary herein, the concept of
         "employment" shall be deemed to refer equally to employment with any
         participating Employer, so that for the purpose of measuring Years of
         Service of for any other purpose under the Plan, employment with any
         participating Employer shall be deemed to the equivalent of employment
         with any other participating Employer, and employment with any
         participating Employer may be combined with employment with any other
         participating Employer as if all employment had been with any one
         participating Employer. Regardless of the duration of service with any
         particular participating Employer in any given year or the number of
         participating Employers for whom an Employee works, an Employee will
         not be credited with more than one Year of Service in any Plan Year.

3.20     Re-employed Veterans
         --------------------

         Notwithstanding any provision of this Plan to the contrary,
         contributions, benefits and service credit with respect to qualified
         military service will be provided in accordance with Section 414(u) of
         the Code.

<PAGE>

                                   ARTICLE IV

                     ALLOCATIONS, ACCOUNTING AND ADJUSTMENTS
                     ----------------------------------------

4.01     Valuation
         ---------

         As of each Valuation Date, the Trustee shall determine the Closing
         Balance of the Trust, and the Plan Administrator shall determine the
         Closing Balance of the Employer Discretionary Contribution Account,
         Employer Matching Contribution Account, if any, Pre-Tax Contribution
         Account, if any, and Rollover Contribution Account, if any, of each
         Participant and former Participant. The Closing Balance of these
         Accounts of each active Participant and former Participant shall be
         equal to the Beginning Balance of such Accounts plus or minus the
         applicable adjustments contained in Section 4.03, 4.04, 4.05, 4.06 and
         13.12.

4.02     Composition of the Trust Fund
         -----------------------------

         (a)  A separate Employer Discretionary Contribution Account shall be
              maintained for each Participant or Employee covered under the Plan
              for whom Employer Discretionary Contributions and Employer
              Matching Contributions are made. Additional Accounts, if
              necessary, will be maintained for each Participant who elects to
              make Pre-Tax Contributions pursuant to Section 3.01.

         (b)  Each Participant may elect to have his Pre-Tax Contribution
              Account and Rollover Account, if any, invested among the various
              investment funds offered in 1% increments.

         (c)  A Participant may change his investment election for his Pre-Tax
              Contribution Account on a daily basis (subject to the approval of
              the Plan's recordkeeper in the case of excessive transactions). If
              for any reason multiple investment elections are made on the same
              day, the last investment election made on any such day will be the
              investment election that takes effect.

         (d)  All investment elections must be made by calling the toll-free
              number or accessing by such electronic method provided by the Plan
              Administrator. Such investment elections will be effective the
              same day, or the next Valuation Date, depending on the time of day
              such election was made using a toll-free telephone number or using
              an electronic method designated by the Administrator.

4.03     Allocation of Earnings and Losses
         ---------------------------------

         As of each Valuation Date, the Accounts of each Participant and former
         Participant shall be adjusted to account for investment earnings or
         losses. The investment earnings (or losses) of the Trust Fund will
         equal the sum of all income received and realized and unrealized
         appreciation since the last Valuation Date, less all charges, expenses
         and realized and unrealized depreciation since the last Valuation Date.

<PAGE>

4.04     Contributions
         -------------

         Employer Discretionary Contributions may be made as set forth in Plan
         Sections 3.10 and 3.15 and the Appendix. To the extent Employer
         Discretionary Contributions may be made as set forth in the Appendix,
         they shall be allocated as follows:

         (a)  As of each Valuation Date which coincides with the fast day of the
              Plan Year, discretionary Employer Discretionary Contributions, if
              made, shall be allocated as set forth in the Appendix. Such
              amounts shall be allocated among Participants in the same
              proportion that each Participant's Compensation bears to the
              aggregate Compensation of all Participants eligible for Employer
              Discretionary Contributions.

         (b)  As of each Valuation Date, Employer Matching Contributions shall
              be allocated among those Participants who since the last Valuation
              Date made Pre-Tax Contributions and were eligible to receive an
              allocation as provided in the Appendix. Such amounts shall be
              allocated among Participants who made Pre-Tax Contributions in
              the matching percentage as set forth in the Appendix.

         (c)  As of each Valuation Date, the Pre-Tax Contribution Account, or
              Rollover Contribution Account, as applicable, of each Participant
              shall be increased by any Pre-Tax Contributions, or Rollover
              Contributions made by or on behalf of the Participant since the
              preceding Valuation Date pursuant to Article III.

4.05     Maximum Annual Additions
         ------------------------

         (a)  If the Employer Matching Contribution or Employer Discretionary
              Contribution that would otherwise be contributed or allocated to a
              Participant's Account would cause the annual additions for a
              Limitation Year to exceed the maximum permissible amount, the
              amount contributed or allocated will be reduced so that the annual
              additions for the Limitation Year will equal the maximum
              permissible amount.

              Prior to determining a Participant's actual Compensation for a
              Limitation Year, the Employer may determine the maximum
              permissible amount for a Participant on a basis of a reasonable
              estimate of a Participant's Compensation for the Limitation Year,
              uniformly determined for all Participants similarly situated. As
              soon as is administratively feasible after the end of the
              Limitation Year, the maximum permissible amount for the Limitation
              Year will be determined on the basis of the Participant's actual
              Compensation for the Limitation Year.

              If pursuant to the preceding paragraph there is an excess amount,
              the excess will be disposed of as follows:

              (1) Any unmatched Pre-Tax Contributions to the extent they would
                  reduce the excess amount will be returned to the Participant.

              (2) If after the application of paragraph (1) an excess amount
                  still exists, and the Participant is covered by the Plan at
                  the end of the Limitation Year, the excess amount in the
                  Participant's account will be used to reduce Employer
                  Discretionary Contributions (including any allocation of

<PAGE>

                   forfeitures) for such Participant in the next Limitation
                   Year, and each succeeding Limitation Year, if necessary.

              (3)  If after the application of paragraph (1) an excess amount
                   still exists, and the Participant is not covered by the Plan
                   at the end of the Limitation Year, the excess amount will be
                   held unallocated in a suspense account. The suspense account
                   will be applied to reduce future Employer Discretionary
                   Contributions (including allocation of any forfeitures) for
                   all remaining Participants in the next Limitation Year, and
                   each succeeding Limitation Year, if necessary.

              (4)  If a suspense account is in existence at any time during the
                   Limitation Year pursuant to this paragraph, it will not
                   participate in the allocation of investment gains and losses.
                   If a suspense account is in existence at any time during a
                   particular Limitation Year, all amounts in the suspense
                   account must be allocated and reallocated to Participants'
                   accounts before any Employer Discretionary Contributions may
                   be made to the Plan for that Limitation Year. Excess amounts
                   may not be distributed to Participants or former
                   Participants.

        (b)   Definitions.
              -----------

              (1)  Annual additions: The sum of the following amounts credited
                   ----------------
                   to a Participant's Account for the Limitation Year:

                   (A) Employer Discretionary Contributions (including Employer
                       Matching Contributions and Employer Discretionary
                       Contributions); and

                   (B) Employee contributions (but not including Rollover
                       Contributions).

              (2)  Compensation: Compensation as defined in Section 1.11 and
                   ------------
                   excluding the Employee Discretionary Contributions to a plan
                   of deferred compensation (other than as described in Section
                   402(g)(3) of the Code) which are not includable in the
                   Employee's gross income for the taxable year in which
                   contributed, or Employer Discretionary Contributions under a
                   simplified employee pension plan, or any distributions from a
                   plan of deferred compensation;

                   For purposes of applying the limitations of this Section
                   4.05, Compensation for a Limitation Year is the Compensation,
                   actually paid or made available in gross income during such
                   Limitation Year. For Limitation Years beginning on and after
                   January 1, 2001, compensation paid or made available during
                   such Limitation Year shall include elective amounts that are
                   not includible in the gross income of the employee by reason
                   of Code Section 132(f)(4).

              (3)  Defined contribution dollar limitation: $30,000, as adjusted
                   --------------------------------------
                   by the Secretary of the Treasury pursuant to Code Section
                   415(d). Effective as of January 1, 2002, the defined
                   contribution dollar limitation shall be

<PAGE>

                       $40,000, as adjusted by the Secretary of the Treasury
                       pursuant to Code Section 415(d).

                   (4) Employer: For purposes of this Section 4.05, Employer
                       --------
                       shall mean the Employer that adopts this Plan, and all
                       members of a controlled group of corporations (as defined
                       in Section 414(b) of the Code as modified by Section
                       415(h), all commonly controlled trades or businesses (as
                       defined in Section 414(c) as modified by Section 415(h))
                       or affiliated service groups (as defined in Section
                       414(m)) of which the adopting Employer is a part, and any
                       other entity required to be aggregated with the Employer
                       pursuant to regulations under Section 414(o) of the Code.

                   (5) Excess amount: The excess of the Participant's annual
                       -------------
                       additions for the Limitation Year over the maximum
                       permissible amount.

                   (6) Maximum permissible amount: The maximum annual addition
                       --------------------------
                       that may be contributed or allocated to a Participant's
                       Account under the Plan for any Limitation Year shall not
                       exceed tile lesser of:

                       (A) the defined contribution dollar limitation, or

                       (B) 100 percent of the Participant's Compensation for
                           Limitation Years after 2001, and 25 percent of the
                           Participant's Compensation for Limitation Years prior
                           to 2002.

4.06      Related Employers
          -----------------

          In the event that more than one Employer becomes signatory to the
          Plan, completely independent records, allocations and contributions
          shall be maintained for each Employer.

<PAGE>

                                    ARTICLE V

                                     VESTING
                                     -------

5.01     Pre-Tax Contributions, Rollover Contributions, Qualified Non-elective
         ---------------------------------------------------------------------
         Contributions and Qualified Employer Matching Contributions
         -----------------------------------------------------------

         A Participant or former Participant shall at all times be one hundred
         percent (100%) vested in his Pre-Tax Contribution Account and Rollover
         Contribution, if any, Account. Notwithstanding any other provision of
         the Plan, a Participant's right to his or her normal retirement benefit
         is nonforfeitable upon attainment of Normal Retirement Age while
         employed by the Employer, upon a Participant's death or Total and
         Permanent Disability, and upon termination of the Plan.

5.02     Employer Discretionary Contribution Account and Employer Matching
         -----------------------------------------------------------------
         Contribution Account
         --------------------

         A Participant or former Participant shall be vested in his Employer
         Discretionary Contribution Account and Employer Matching Contribution
         Account as set forth in the Appendix.

         Any amount in a Participant's Employer Discretionary Contribution
         Account and Matching Contribution Account which is not vested at the
         time of the Participant's separation from service shall be forfeited
         and allocated as provided in the Appendix.

5.03     Forfeitures
         -----------

         Forfeitures of Employer Discretionary Contributions and Employer
         Matching Contributions shall be used to reduce future Employer Matching
         Contributions.

<PAGE>

                                   ARTICLE VI

                           TIME AND METHOD OF PAYMENT
                           --------------------------

6.01     Distribution Events
         -------------------

         The Committee shall direct the Trustee to make payment of his Accounts
         to a Participant or his Beneficiary upon termination of the
         Participant's employment with the Employer (whether by reason of
         retirement on or after his Normal Retirement Age, death, Total and
         Permanent Disability, or for other reasons) as provided in this Article
         Vl.

6.02     Time of Payment
         ---------------

         (a)  The distribution of benefits to which a Participant becomes
              entitled as a result of retirement on or after his Normal
              Retirement Age, death, Total and Permanent Disability, or
              termination of employment will generally be made or commence, as
              of the Valuation Date following date the Trustee receives
              notification regarding the Participant's termination of employment
              or change in eligibility status. If the value of a Participant's
              Accounts exceeds $5,000 or ever exceeded, a distribution will
              occur before Normal Retirement Age only with the Participant's
              consent. However, at the election of the Participant or former
              Participant or Beneficiary, the Committee will defer commencement
              of payments to a later date, but not later than the applicable
              date specified in Section 6.04.

              Notwithstanding the foregoing, distribution to an Alternate Payee
              under a qualified domestic relations order under Code Section
              414(p) shall be made as of the Valuation Date following the date
              of receipt of such qualified order by the Plan Administrator or as
              of any subsequent Valuation Date, pursuant to the terms of such
              order.

         (b)  Except as provided herein, unless a Participant otherwise elects,
              the payment of benefits under the Plan to a Participant may not be
              delayed beyond the later of the sixtieth (60th) day after the
              close of the Plan Year in which the latest of the following events
              occurs:

              (1) the earlier of the date on which the Participant attains age
                  65 or Normal Retirement Age; or

              (2) the tenth (10th) anniversary of the year in which the
                  Participant commenced participation in the Plan; or

              (3) the Participant's termination of service with the Employer.

6.03     Method of Payment
         -----------------

         Except as otherwise provided in Article VII, payment to a Participant
         or his Beneficiary shall be made in accordance with one of the
         following forms, as applicable to such Participant or Beneficiary in
         accordance with the Appendix:

<PAGE>

         (a)  Annuity (including a Qualified Joint and Survivor Annuity or
              Qualified Pre-Retirement Survivor Annuity);

         (b)  Single sum, in cash or in kind,

         (c)  Installment payments;

         (d)  Cash-out; or

         (e)  Direct rollover.

6.04     Required Distribution Rules
         ---------------------------

         (a)  Notwithstanding any provision in this Plan to the contrary, a
              Participant's Accounts shall be distributed to him: (i) not later
              than April 1 of the calendar year following the calendar year in
              which the later occurs: (A) the Participant attains age 70 1/2, or
              (B) the Participant terminates employment with the Employer; or
              (ii) in the case of a 5% owner, not later than the April 1 of the
              calendar year in which the Participant attains age 70 1/2.
              Alternatively, installment payments or annuity payments to a
              Participant shall begin no later than the April 1 following such
              calendar year. Installment payments shall be made in an amount not
              less than the minimum required distribution amount as provided
              under Code Section 401(a)(9) and regulations promulgated
              thereunder. Annuity payments must be made over the life of the
              Participant (or the lives of the Participant and his Beneficiary)
              or a period not exceeding the life expectancy of the Participant
              or the life expectancies of the Participant and his Beneficiary.

         (b)  If the distribution of a Participant's interest has begun and the
              Participant dies before his entire interest has been distributed
              to him, the remaining portion of such interest shall be
              distributed at least as rapidly as under the method of
              distribution being used prior to the Participant's death.

         (c)  If a Participant dies before he has begun to receive any
              distributions of his interest under the Plan, the death benefit
              that is payable depends on whether the joint and survivor annuity
              requirements of Article VII apply, as determined under the terms
              of the Appendix. A Participant's entire interest must be
              distributed within five years of his death.

              (1) If the Joint and Survivor Annuity Requirements Apply. In this
                  ----------------------------------------------------
                  case, the death benefit shall be paid in the form of a
                  qualified pre-retirement survivor annuity ("QPSA") or, in the
                  event that the QPSA is defined to be less than 100% of the
                  Participant's vested Account balance, a non-QPSA payment. The
                  QPSA shall be payable in accordance with Section 7.02, unless
                  the Participant has waived such death benefit under the waiver
                  procedures described in that Section. In the event the
                  Participant has waived the QPSA, then such portion of the
                  benefit shall be payable in the same manner as the non-QPSA
                  death benefit. The non-QPSA death benefit is payable in the
                  form and at the time described in Section 6.02.

<PAGE>

               (2) If the Joint and Survivor Annuity Requirements Do Not Apply.
                   -----------------------------------------------------------
                   In this case, the entire death benefit is payable in the form
                   and at the time as described in Section 6.02.

          (d)  The 5-year distribution requirement of subsection (c) shall not
               apply to any portion of the deceased Participant's interest which
               is payable to or for the benefit of a designated Beneficiary. In
               such event, such portion may be distributed over the life of such
               designated Beneficiary (or over a period not extending beyond the
               life expectancy of such designated Beneficiary) provided such
               distribution begins not later than one year after the date of the
               Participant's death (or such later date as may be prescribed by
               Treasury regulations). However, in the event the Participant's
               spouse is his Beneficiary, the requirement that distributions
               commence within one year of a Participant's death shall not
               apply. In lieu thereof, such distribution must commence no later
               than the date on which the deceased participant would have
               attained age seventy and one-half (70 1/2). If the surviving
               spouse dies before the distributions to such spouse begin, then
               the 5-year distribution requirements of subsection (c) shall
               apply as if the spouse were the Participant.

          (e)  With respect to distributions under the Plan made on or after
               November 1, 2001 for calendar years beginning on or after January
               1, 2001, the Plan shall apply the minimum distribution
               requirements of Section 401(a)(9) of the Code in accordance with
               the proposed regulations under Section 401(a)(9) that were issued
               on January 17, 2001 (the 2001 Proposed Regulations),
               notwithstanding any provision of the Plan to the contrary. If the
               total amount of the required minimum distributions made to a
               Participant for 2001 prior to October 5, 2001 are equal to or
               greater than the amount of required minimum distributions
               determined under the 2001 Proposed Regulations, then no
               additional distributions are required for such Participant for
               2001 on or after such date. If the total amount of required
               minimum distributions made to a Participant for 2001 prior to
               October 5, 2001 are less than the amount determined under the
               2001 Proposed Regulations, then the amount of required minimum
               distributions for 2001 on or after such date will be determined
               so that the total amount of required minimum distributions for
               2001 is the amount determined under the 2001 Proposed
               Regulations. This provision shall continue in effect until the
               last calendar year beginning before the effective date of the
               final regulations under section 401(a)(9) or such other date as
               may be published by the Internal Revenue Service.

6.05      Distribution of Unallocated Contribution
          ----------------------------------------

          If, on the date of termination of a Participant's employment, an
          Employer shall be holding Plan contributions made by or on behalf of
          the Participant, but not yet allocated to his specific Accounts, the
          Employer shall pay such amounts either directly to the Participant (or
          his Beneficiary, as the case may be), or to the Trustee, to be
          distributed by the Trustee in accordance with the method of
          distribution determined under Section 6.03.

6.06      Certain Delayed Payments
          ------------------------

          If the amount of the payment required to commence on the date
          determined under Section 6.02 cannot be ascertained by such date, a
          payment retroactive to such date may

<PAGE>

      be made no later than sixty (60) days after the earliest date on which the
      amount of such payment can be ascertained under the Plan.

6.07  Beneficiary
      -----------

      The Participant may designate a Beneficiary to receive the death benefits
      described in Section 6.04. Any Beneficiary designation is subject to the
      rules under (a) through (d) below.

      (a)  Spousal Consent to Beneficiary designation - Post-Retirement Death
           ------------------------------------------------------------------
           Benefit. If a Participant is married at the time distribution
           -------
           commences to the Participant, the Beneficiary of any post-retirement
           death benefit is the Participant's surviving spouse, regardless of
           whether the Joint and Survivor Annuity requirements of Article VII
           apply, unless there is no surviving spouse or the spouse has
           consented to the Beneficiary designation in a manner that is
           consistent with the requirements for a "qualified election" under
           Section 7.03(d), or makes a valid disclaimer of the benefit. If the
           Joint and Survivor Annuity requirements apply, the spouse is
           determined as of the "annuity starting date" for purposes of the
           spousal consent requirements. If the Joint and Survivor Annuity
           requirements do not apply, the spouse is determined as of the
           Participant's date of death for purposes of this spousal consent
           requirement.

      (b)  Spousal Consent to Beneficiary designation - Pre-Retirement Death
           -----------------------------------------------------------------
           Benefit. The terms of the Appendix set forth whether the Joint and
           -------
           Survivor Annuity requirements apply.

           (1)  If the Joint and Survivor Annuity Requirements Apply. In this
                ----------------------------------------------------
                case, the QPSA death benefit may be payable to a non-spouse
                Beneficiary only if the spouse consents to the Beneficiary
                designation, pursuant to the "qualified election" requirements
                under Section 7.03(d) or makes a valid disclaimer. The non-QPSA
                death benefit, if any, is payable to the person named in the
                Beneficiary designation, without regard to whether spousal
                consent is obtained for such designation. Thus, if a spouse does
                not properly consent to a Beneficiary designation, the QPSA
                waiver is invalid, and the QPSA death benefit is still payable
                to the spouse, but the Beneficiary designation remains valid
                with respect to any non-QPSA death benefit.

           (2)  If the Joint and Survivor Annuity requirements do no apply. In
                ----------------------------------------------------------
                this case, the surviving spouse (determined at the time of the
                Participant's death), if any, must be treated as the sole
                Beneficiary, regardless of any contrary Beneficiary designation,
                unless there is no surviving spouse, or the spouse has consented
                to the Beneficiary designation in a manner that is consistent
                with the requirements for a "qualified election" under Section
                7.03(d) or makes a valid disclaimer.

      (c)  Default beneficiaries. To the extent a Beneficiary has not been named
           ---------------------
           by the Participant (subject to the spousal consent rules discussed
           above) and is not designated under the terms of this Plan to receive
           all or any portion of the deceased Participant's death benefit, such
           amount shall be distributed to the Participant's surviving spouse (if
           the Participant was married at the time of death).

<PAGE>

           If the Participant does not have a surviving spouse at the time of
           death, distribution will be made to his named secondary beneficiary.
           If the Participant does not have a surviving spouse or a named
           secondary beneficiary, the distribution will be made to his estate.

      (d)  Subject to subsection (b) of this Section 6.07, each Participant or
           former Participant shall have the right to designate, in a manner
           prescribed by the Committee, a person or persons, or entity or
           entities, to receive any benefits which may become payable upon his
           death or any installments under Section 6.03(b) remaining unpaid at
           his death. Successive designations may be made, and the last valid
           designation received by the Committee prior to the Participant's
           death shall be effective and shall revoke all prior designations. If
           a designated Beneficiary shall die before the Participant or former
           Participant, his interest shall terminate and, unless otherwise
           provided in the written designation, such interest shall be paid in
           equal shares to those Beneficiaries, if any, who survive the
           Participant or former Participant. The Participant or former
           Participant shall have the right to revoke the designation of any
           Beneficiary without the consent of the Beneficiary, unless such
           Beneficiary is the spouse of the Participant.

      (e)  Notwithstanding any provision in the Plan to the contrary, the
           designated Beneficiary of a married Participant shall be his spouse,
           unless the spouse consents, in writing, to a designation by the
           Participant of a different Beneficiary (which consent shall be in
           accordance with Section 6.10).

      (f)  The Committee may determine the identity of the distributees and in
           so doing may act and rely upon any information it may deem reliable
           upon reasonable inquiry, or upon any affidavit, certificate, or other
           paper believed by it to be genuine, or upon any evidence believed by
           its sufficient.

6.08  Administrative Powers Relating to Payments
      ------------------------------------------

      If a Participant, former Participant or Beneficiary is under a legal
      disability or, by reason of illness or mental or physical disability, is
      unable, in the opinion of the Committee, to attend properly to his
      personal financial matters, the Trustee may make such payments in such of
      the following ways as the Committee shall direct:

      (a)  To such Participant, former Participant or Beneficiary;

      (b)  To the legal representative of such Participant, former Participant
           or Beneficiary; or

      (c)  To the legal guardian of the Participant or Beneficiary, for the
           benefit of such Participant, former Participant, or Beneficiary.

      Any payment made pursuant to this Section 6.08 shall be in complete
      discharge of the obligation for such payment under the Plan.

6.09  Small Amounts
      -------------

      If the value of the Participant's Accounts does not exceed $5,000 and has
      not exceeded $5,000 at the time of any prior distribution, the Committee
      shall direct that such benefit be paid to the Participant or Beneficiary
      in a single sum in cash. Provided, however, if the

<PAGE>

      value of the Participant's Accounts exceeds $5,000 or has ever exceeded
      $5,000, a distribution shall occur prior to age 65 only with the
      Participant's consent.

6.10  Consents, Elections and Revocations
      -----------------------------------

      Any consents, elections and revocations provided for in this Article VI
      shall be made by the Participant in writing during the applicable election
      period. If the Participant's spouse is required to join in any such
      consent or election, such spouse's consent must acknowledge the effect of
      such election and be witnessed by a Plan representative or a notary
      public. At the time of such election, the Participant shall designate a
      Beneficiary or a form of benefit which may not be changed without spousal
      consent. Such spousal consent shall not be required if it is established
      to the satisfaction of the Committee that the required consent cannot be
      obtained because there is no spouse, the spouse cannot be located, or
      other circumstances exist that may be prescribed by Treasury regulations.
      The election made by the Participant and consented to by his spouse may be
      revoked by the Participant in writing without the consent of the spouse at
      any time during the applicable election period. Any new election must
      comply with the requirements of this Section 6.10 of the Plan. A former
      spouse's waiver shall not be binding on a new spouse.

6.11  Hardship Withdrawals
      --------------------

      A Participant who has a Pre-Tax Contribution Account may elect in writing
      to withdraw at any time any amount up to the lesser of (i) the balance of
      his Pre-Tax Contribution Account, or (ii) the balance of his Pre-Tax
      Contribution Account reduced by all allocations of earnings and increased
      by all allocations of losses subject to the following conditions:

      (a)  Any request for a withdrawal must be submitted in accordance with
           procedures established by the Committee.

           All hardship withdrawals are subject to approval by the Committee.
           Such a withdrawal shall be permitted only to the extent that the
           withdrawal is made on account of a hardship based on a Participant's
           immediate and heavy financial need and is necessary to satisfy such
           financial need.

      (b)  For purposes of this Section; hardship is defined as an immediate and
           heavy financial need of the Participant where such Participant lacks
           other available resources. Financial needs considered immediate and
           heavy shall include:

           (i)   nonreimbursable medical expenses (within the meaning of Section
                 213(d) of the Code) of the Participant, or the Participant's
                 spouse, children, or dependents (as defined in Section 152 of
                 the Code);

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

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

<PAGE>

           (iv)  the need to prevent the eviction of the Participant from, or a
                 foreclosure on the mortgage of, the Participant's principal
                 residence.

      (c)  A distribution generally may be treated as necessary to satisfy a
           financial need if the Employer relies upon the Employee's written
           representation, unless the Employer has actual knowledge to the
           contrary, that the need cannot reasonably be relieved:

           (1)  Through reimbursement or compensation by insurance or otherwise;

           (2)  By liquidation of the Employee's assets;

           (3)  By cessation of elective contributions or Employee contributions
                under the Plan; or

           (4)  By other distributions or nontaxable (at the time of the loans)
                loans from plans maintained by the Employer or by any other
                employer, or by borrowing from commercial sources on reasonable
                commercial terms, in an amount sufficient to satisfy the need.

      (d)  Such a withdrawal shall be charged against the Participant's Pre-Tax
           Contribution Account.

      (e)  Participants are prohibited from making Pre-Tax Contributions for a
           period of 12 months following receipt of a hardship withdrawal.

6.12  Eligible Rollover Distributions
      -------------------------------

      (a)  Notwithstanding any provision of the Plan to the contrary that would
           otherwise limit a distributee's election under this Section 6.12, a
           distributee may elect, at the time and in the manner prescribed by
           the Plan Administrator, to have any portion of an eligible rollover
           distribution paid directly to an eligible retirement plan specified
           by the distributee in a direct rollover.

      (b)  Definitions
           -----------

           (1)  "Eligible rollover distribution" -- An eligible rollover
                distribution is any distribution of all or any portion of the
                balance to the credit of the distributee, except that an
                eligible rollover distribution does not include: any
                distribution that is one of a series of substantially equal
                periodic payments (not less frequently than annually) made for
                the life (or life expectancy) of the distributee or the joint
                lives (or, joint life expectancies) of the distributee and the
                distributee's designated beneficiary, or for a specified period
                of ten years or more; any distribution to the extent such
                distribution is required under Section 401(a)(9) of the Code;
                the portion of any distribution that is not includable in gross
                income (determined without regard to the exclusion for net
                unrealized appreciation with respect to employer securities);
                and any hardship distribution described in Code Section
                401(K)(2)(B)(i)(iv).

<PAGE>

           (2)  "Eligible retirement plan" -- An eligible retirement plan is an
                individual retirement account described in Section 408(a) of the
                Code, an individual retirement annuity described in
                Section.408(b) of the Code, an annuity plan described in Section
                403(a) of the Code, or a qualified trust described in Section
                401(a) of the Code, that accepts the distributee's eligible
                rollover distribution. However, 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.

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


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

      (c)  If a distribution is one to which Sections 401(a)(11) and 417 of the
           Internal Revenue Code do not apply, such distribution may commence
           less than 30 days after the notice required under Section
           1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

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

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

6.13  Loans
      -----

      Upon the application of any Participant, using the method selected by the
      Committee, a loan or loans from the Participant's Accounts to such
      Participant may be granted in accordance with rules established by the
      Committee and upon the following specific conditions:

      (a)  The loan is none which is not made available to highly-compensated
           Participants in an amount greater in proportion to the size of such
           Participants' Accounts than that available to other Participants;

      (b)  The loan shall bear reasonable interest consistant with its nature as
           a prudent investment of the Trust. At the time any loan is approved,
           the Committee shall establish a reasonable interest rate thereon,
           taking into account such factors as (i) the amount of the requested
           loan; (ii) the term during which the requested loan would be
           outstanding, and (iii) the security held under the requested loan;

      (c)  The loan shall be adequately secured by assignment of a portion of
           the Participant's Accounts in an amount equal to the principal amount
           of the loan. In

<PAGE>

           the event that a Participant shall default upon his obligation to
           repay amounts loaned to him, the Trustee may offset amounts owed by
           such Participant against benefits owed to him hereunder without being
           in violation of Section 13.04. To the extent the loan is secured
           against an Account that is subject to the terms of Article VII, such
           loan may not be made without the prior written consent of the
           Participant's spouse. In addition, any Participants employed by ICI
           must obtain spousal consent prior to securing a loan;

      (d)  The minimum amount shall be $1,000.

      (e)  The maximum amount which may be loaned hereunder to any Participant
           will be established by the Committee and, whether by one or more
           loans, shall not exceed the lesser of (i) $50,000, reduced by the
           excess (if any) of the highest outstanding balance of all loans to
           the Participant from all tax_qualified plans of the Employer during
           the one_year period ending on the day before the date on which such
           loan is made, over the outstanding balance of all loans to the
           Participant from all tax_qualified plans of the Employer on the date
           on which such loan is made, or (ii) fifty percent (50%) of the vested
           balance of the Participant's Accounts;

      (f)  Any loan shall by its terms require that repayment of principal and
           interest be amortized in level payments not extending beyond five
           years from the date of the loan, unless such loan is used to acquire
           a dwelling unit which within a reasonable time will be used as the
           principal residence of the Participant; and

      (g)  Subject to the terms set forth in the Appendix, the Committee shall
           adopt a loan policy, provided that it shall not conflict with the
           Plan. Such Participant loan program shall be contained in a separate
           written document which, when properly executed, is hereby
           incorporated by reference and made a part of this Plan.

<PAGE>

                                   ARTICLE VII

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS
                     ---------------------------------------

This Article provides rules concerning the application of the Joint and Survivor
Annuity requirements under this Plan. The provisions of this Article apply only
as provided in the Appendix.

7.01  Qualified Joint-and Survivor Annuity
      ------------------------------------

      If the Joint and Survivor Annuity requirements apply to a Participant as
      set forth in the Appendix, any distribution from the Plan to that
      Participant must be in the form of a qualified joint and survivor annuity
      ("QJSA") (as defined in Section 7.03(a), unless the Participant (and the
      Participant's spouse, if the Participant is married) elects to receive the
      distribution in an alternative form. Any election of an alternative form
      of distribution must be pursuant to a "qualified election." Only the
      Participant shall be required to consent (pursuant to Section 7.06) to the
      commencement of a distribution in the form of a QJSA.

7.02  Qualified Pre-retirement Survivor Annuity
      -----------------------------------------

      If the Joint and Survivor Annuity requirements apply to a Participant who
      dies before the annuity starting date, the spouse of that Participant is
      entitled to receive a qualified pre-retirement survivor annuity ("QPSA")
      (as defined in Section 7.03(b)), unless the Participant and spouse have
      waived the QPSA pursuant to the requirements for a "qualified election." A
      surviving spouse is not entitled to a QPSA benefit if the Participant and
      surviving spouse were not married throughout the one year period ending on
      the date of the Participant's death. Any portion of a Participant's vested
      Account balance that is not payable to the surviving spouse as a QPSA (or
      other form elected by the surviving spouse) constitutes a non-QPSA death
      benefit and is payable under the rules described in Section 6.02.

7.03  Definitions
      -----------

      (a)  Qualified Joint and Survivor Annuity("QJSA")
           --------------------------------------------

           A QJSA is an immediate annuity payable over the life of the
           Participant with a survivor annuity payable over the life of the
           spouse. If the Participant is not married as of the "annuity starting
           date", the QJSA is an immediate annuity payable over the life of the
           Participant. The survivor annuity must provide for payments to the
           surviving spouse equal to 50% of the payments which the Participant
           is entitled under the annuity during the joint lives of the
           Participant and the spouse.

      (b)  Qualified Preretirement Survivor Annuity ("QPSA")
           -------------------------------------------------

           A QPSA is an annuity payable over the life of the surviving spouse
           which is purchased using 50% of the Participant's vested Account
           Balance as of the date of the death. The remaining vested Account
           Balance will be distributed in accordance with the death distribution
           provisions under Section 6.04.

<PAGE>

           The surviving spouse may elect to have the QPSA distributed at any
           time following the Participant's death (subject to the required
           minimum distribution rules under Article VI) and may elect to receive
           distribution in any form permitted under Section 6.03 of the Plan. If
           the surviving spouse fails to elect distribution upon the
           Participant's death, the QPSA benefit will be distributed in
           accordance with Section 6.04.

      (c)  Annuity Starting Date
           ---------------------

           The "annuity starting date" is the date an employee commences
           distributions from the Plan. If distribution is made in the form of
           an annuity, the "annuity starting date" is the first day of the first
           period for which annuity payments are made.

      (d)  Qualified Election
           ------------------

           A Participant (and the Participant's spouse) may waive the QJSA or
           QPSA pursuant to a "qualified election". If it is established to the
           satisfaction of a Plan representative that there is no spouse or that
           the spouse cannot be located, any waiver signed by the Participant is
           deemed to be a "qualified election". For this purpose, a former
           spouse of the Participant will be treated as the spouse or surviving
           spouse and any current spouse will not be treated as the spouse or
           surviving spouse to the extent provided under a qualified domestic
           relations order ("QDRO").

           A "qualified election" is a written election signed by both the
           Participant and the Participant's spouse (if applicable), which
           specifically acknowledges the effect of the. election. The spouse's
           consent must be witnessed by a plan representative or notary public.
           In the case of a waiver of the QJSA, the election must designate an
           alternative form of benefit payment, which may not be changed without
           spousal consent (unless the spouse expressly permits the Participant
           to change the form of payment without any further spousal consent.)
           In the case of a waiver of the QPSA, the election must be made within
           the "QPSA election period" and the election must designate a specific
           alternate Beneficiary, including any class of Beneficiaries of any
           contingent Beneficiaries, which may not be changed without spousal
           consent (unless the spouse expressly permits the Participant to
           change the Beneficiary designation without any further spousal
           consent.)

           Any consent by a spouse under a "qualified election" (or the
           determination that the consent of a spouse is not required) shall be
           effective only with respect to such spouse. If the "qualified
           election" permits the Participant to change a payment form or
           Beneficiary designation without any further consent by the spouse,
           the "qualified election" must acknowledge that the spouse has the
           right to limit consent to a specific form of benefit or a specific
           Beneficiary, as applicable, and that the spouse voluntarily elects to
           relinquish either or both of such rights. A revocation of a prior
           waiver may be made by a Participant without the consent of the spouse
           at any time before the commencement of benefits. No consent obtained
           under this provision shall be valid unless the Participant has
           received notice as provided in Section 7.05 below.

      (e)  QPSA Election Period
           --------------------

<PAGE>

           A Participant (and the Participant's spouse) may waive the QPSA at
           any time during the "QPSA election period." The "QPSA election
           period" is the period beginning on the first day of the Plan Year in
           which the Participant attains age 35 and ending on the date of the
           Participant's death. If a Participant separates from service prior to
           the first day of the Plan Year in which age 35 is attained, with
           respect to the Account balance as of the date of separation, the
           "QPSA election period" begins on the date of separation.

      (f)  Pre-Age 35 Waiver
           -----------------

           A Participant who as not yet attained age 35 as of the end of a Plan
           Year may make a special "qualified election" to waive, with spousal
           consent, the QPSA for the period beginning on the date of such
           election and ending on the first day of the Plan Year in which the
           Participant will attain age 35. Such election is not valid unless the
           Participant receives the proper notice required under Section 7.04
           below. QPSA coverage is automatically reinstated as of the first day
           of the Plan Year in which the Participant attains age 35. Any new
           waiver on or after such date must satisfy all the requirements for a
           "qualified election".

7.04  Notice Requirements
      -------------------

      (a)  For Qualified Joint and Survivor Annuity ("QJSA")

           In the case of a QJSA, the Plan Administrator shall provide each
           Participant with a written explanation of: (1) the terms and
           conditions of the QJSA; (2) the Participant's right to make and the
           effect of an election to waive the QJSA form of benefit; (3) the
           rights of the Participant's spouse; and (4) the right to make, and
           the effect of, a revocation of a previous election to waive the QJSA.
           The notice must be provided to each Participant under the Plan no
           less than 30 days and no more than 90 days prior to the "annuity
           starting date".

           A Participant may commence receiving a distribution in a form other
           than a QJSA less than 30 days after receipt of a written explanation
           described in the preceding paragraph provided: (1) the Participant
           has been provided with information that clearly indicates that the
           Participant has at least 30 days to consider whether to waive the
           QJSA and elect (with spousal consent) a form of distribution other
           than a QJSA; (2) the Participant is permitted to revoke any
           affirmative distribution election at least until the "annuity
           starting date" or, if later, at any time prior to the expiration of
           the 7-day period that begins the day after the explanation of the
           QJSA is provided to the Participant; and (3) the "annuity starting
           date" is after the date the written explanation was provided to the
           Participant. The "annuity starting date" may be a date prior to the
           date the written explanation is provided to the Participant if the
           distribution does not commence until at least 30 days after such
           written explanation is provided, subject to the waiver of the 30-day
           period.

      (b)  For Qualified Pre-retirement Survivor Annuity ("QPSA")

           In the case of a QPSA, the Plan Administrator shall provide each
           Participant within the applicable period for such Participant a
           written explanation of the QPSA in such terms and in such manner as
           would be comparable to the explanation provided for the QJSA in
           Section (a) above. The applicable period for a

<PAGE>

           Participant is whichever of the following periods ends last: (1) the
           period beginning with the first day of the Plan Year in which the
           Participant attains age 32 and ending with the close of the Plan Year
           preceding the Plan Year in which the Participant attains age 35; (2)
           a reasonable period ending after the individual becomes a
           Participant; or (3) a reasonable period ending after the joint and
           survivor annuity requirements first apply to the Participant.
           Notwithstanding the foregoing, notice must be provided within a
           reasonable period ending after separation from service in the case of
           a Participant who separates from service before attaining age 35.

           For purposes of applying the preceding paragraph, a reasonable period
           ending after the enumerated events described in (2) and (3) is the
           end of the two-year period beginning one year prior to the date the
           applicable event occurs, and ending one year after that date. In the
           case of a Participant who separates from service before the Plan Year
           in which age 35 is attained, notice shall be provided within the
           two-year period beginning one year prior to separation and ending one
           year after separation. If such a Participant thereafter returns to
           employment with the employer, the applicable period for such
           Participant shall be redetermined.

7.05  Exception to the Joint and Survivor Annuity Requirements
      --------------------------------------------------------

      If as of the "annuity starting date", the vested Account balance (if the
      QJSA is payable) or the value of the QPSA death benefit does not exceed
      $5,000, the Participant or surviving spouse, as applicable, will receive a
      lump sum distribution pursuant to Section 6.09, in lieu of any QJSA or
      QPSA benefits. If a Participant's vested Account Balance exceeds $5,000 at
      the time of any distribution from the Plan, the Participant's vested
      Account Balance is deemed to exceed $5,000 for purposes of determining
      whether the QJSA is payable. The rule in the preceding sentences is known
      as the "lookback rule." The lookback rule will not apply to the QJSA or
      QPSA requirements after the effective date of any repeal of the lookback
      rule that is announced in final regulations issued by the Internal Revenue
      Service.

<PAGE>

                                  ARTICLE VIII

                              TOP-HEAVY PROVISIONS
                              --------------------

The provisions of this Article VIll shall not apply to Participants who are
members of Teamsters Local 743.

8.01  Definitions
      -----------

      For the purpose of this Article VILL, the following terms, when used with
      initial capital letters, shall have the following respective meanings:

      (a)  Aggregation Group
           -----------------

           Permissive Aggregation Group or Required Aggregation Group, as the
           context shall require.

      (b)  Compensation
           ------------

           The amount of Compensation from an Employer that would be stated on a
           Participant's Form W-2 for federal income tax purposes for the
           calendar year that ends with or within the Plan Year.

      (c)  Determination Date
           ------------------

           For any Plan Year, the last day of the immediately preceding Plan
           Year, except that in the case of the first Plan Year, the
           Determination Date shall be the last day of such first Plan Year.

      (d)  Extra Top-Heavy Group
           ---------------------

           An Aggregation Group if, as of the Determination Date, the sum of the
           present value of the aggregate accrued benefits for Key Employees
           under all defined benefit plans included in the Aggregation Group and
           benefit plans included in the Aggregation Group and the aggregate of
           the accounts of Key Employees under all defined contribution plans
           included in the Aggregation Group is more than ninety percent (90%)
           of a similar sum determined for all Employees in such plans. For
           purposes of determining such sums, aggregate distributions made to
           any Employee during the five (5) consecutive Plan Years ending with
           the Plan Year that includes the Determination Date shall be included.
           The aggregate accrued benefits and/or the aggregate of accounts of
           former Employees who have not performed any service for an Employer
           maintaining the Plan at any time during the five-year period ending
           on the Determination Date shall be excluded from the foregoing
           calculation.

      (e)  Extra Top-Heavy Plan
           --------------------

           (1)  Except as provided by paragraph (2) of this subsection, the Plan
                shall be an Extra Top-Heavy Plan if as of a Determination Date:

<PAGE>

                (A)  the aggregate of Top-Heavy Account Balances for Key
                     Employees is more than ninety percent (90%) of the
                     aggregate of the Top-Heavy Account Balances for all
                     Employees, excluding for this purpose the aggregate
                     Top-Heavy Account Balances of Former Key Employees; or

                (B)  the Plan is included in a Required Aggregation Group which
                     is an Extra Top-Heavy Group.

           (2)  If the Plan is included in a Permissive Aggregation Group which
                is not an Extra Top-Heavy Group, the Plan shall not be an Extra
                Top-Heavy Plan notwithstanding the fact that the Plan would
                otherwise be an Extra Top-Heavy Plan under paragraph (1) of
                this subsection.

      (f)  Former Key Employee
           -------------------

           A Non-Key Employee with respect to a Plan Year who was a Key Employee
           in a prior Plan Year. Such term shall also include his Beneficiary in
           the event of his death.

      (g)  Key Employee
           ------------

           An Employee or former Employee (and the Beneficiaries of such
           Employee) who, at any time during the current Plan Year or any of the
           four preceding Plan Years, is:

           (1)  an officer of the Employer having an annual Compensation greater
                than 150% of the amount in effect under Section 415(b)(1)(A) of
                the Code for any such Plan Year (limited to no more than fifty
                (50) Employees or, if lesser, the greater of three (3) or ten
                percent (10%) of the Employees);

           (2)  one of the ten (10) Employees who, (A) owns (or are considered
                as owning within the meaning of Section 318 of the Code) during
                the Plan Year containing the Determination Date or any of the
                four preceding Plan Years the largest percentage ownership
                interests in value of the Employer and (B) have, during the Plan
                Year of ownership, annual Compensation from the Employer of more
                than the limitation in effect under Section 415(c)(1)(A) of the
                Code for the calendar year in which such Plan Year ends;

           (3)  a five percent (5%) owner (as such term is defined in Section
                16(i)(1)(B)(i) of the Code); or

           (4)  a one percent (1%) owner (as such term is defined in Section
                416(i)(1)(B)(ii) of the Code) having an annual Compensation of
                more than $150,000.

           The term "Key Employee" shall also include such Employee's
           Beneficiary in the event of his death.

      (h)  Non-Key Employee
           ----------------

<PAGE>

           An Employee or former Employee who is not a Key Employee. Such term
           shall also include his Beneficiary in the event of his death.

      (i)  Permissive Aggregation Group
           ----------------------------

           The group of qualified plans of an Employer consisting of:

           (1)  the plans in the Required Aggregation Group; plus

           (2)  one (1) or more plans designated from time to time by the
                Employer that are not part of the Required Aggregation Group but
                that satisfy the requirements of Sections 401(a)(4) and 410 of
                the Code when considered with the Required Aggregation Group.

      (j)  Required Aggregation Group
           --------------------------

           The group of qualified plans of an Employer consisting of:

           (1)  each plan in which a Key Employee participates in the Plan Year
                containing the Determination Date, or any of the four (4)
                preceding Plan Years, plus

           (2)  each other plan which enables a plan in which a Key Employee
                participates to meet the requirements of Section 401(a)(4) or
                410 of the Code.

      (k)  Top-Heavy Account Balances
           --------------------------

           An Employee's or former Employee's (or his Beneficiary's) aggregate
           balance standing to his Account as of the Valuation Date coinciding
           with or immediately preceding the Determination Date (as adjusted by
           the amount of any Employer Discretionary Contributions made or due to
           be made after such Valuation Date but before the expiration of the
           extended payment period in Section 412(c)(10) of the Code), provided,
           however, that such balance shall include the aggregate distributions
           made to such Employee or former Employee (or Beneficiary) during the
           five (5) consecutive Plan Years ending with the Plan Year that
           includes the Determination Date. The Account of a former Employee who
           had not performed any service with any Employer during the five-year
           period ending on the Determination Date shall be excluded in
           determining Top-Heavy Account Balances under the Plan.

      (l)  Top-Heavy Group
           ---------------

           An Aggregation Group if, as of the Determination Date, the sum of the
           present value of the aggregate accrued benefits for Key Employees
           under all defined benefit plans included in the Aggregation Group and
           the aggregate of the Accounts of Key Employees under all defined
           contribution plans included in the Aggregation Group is more than
           sixty percent (60%) of a similar sum determined for all Employees in
           such plans. For purposes of determining such sums, aggregate
           distributions made to any Employee during the five (5) consecutive

<PAGE>

           Plan Years ending with the Plan Year that includes that Determination
           Date shall be included. The aggregate accrued benefits and/or the
           aggregate of Accounts of former Employees who have not performed any
           service for any Employer maintaining the Plan at any time during the
           five-year period ending on the Determination Date shall be excluded
           from the foregoing calculation.

      (m)  Top-Heavy Plan
           --------------

           (1)  Except as provided by paragraph (2) of this subsection, the Plan
                shall be a Top-Heavy Plan, if as of a Determination Date:

                (A)  the aggregate of Top-Heavy Account Balances for Key
                     Employees is more than sixty percent (60%) of the aggregate
                     of the Top-Heavy Account Balances for all Employees,
                     excluding for this purpose the aggregate Top-Heavy Account
                     Balances for Former Key Employees; or

                (B)  the Plan is included in a Required Aggregation Group which
                     is a Top-Heavy Group.

           (2)  If the Plan is included in a Permissive Aggregation Group which
                is not a Top-Heavy Group, the Plan shall not be a Top-Heavy Plan
                notwithstanding the fact that the Plan would otherwise be a
                Top-Heavy Plan under paragraph (1) of this subsection.

8.02  Top-Heavy Plan Requirements
      ---------------------------

      Notwithstanding any other provisions of the Plan to the contrary, if the
      Plan is a Top-Heavy Plan for any Plan Year, the Plan shall then satisfy
      the following requirements for such Plan Year:

      (a)  the minimum vesting requirement as set forth in Section 8.03;

      (b)  the minimum contribution requirement as set forth in Section 8.04;

      (c)  the adjustment to maximum benefits and allocations as set forth in
           Section 8.05.

8.03  Minimum Vesting Requirement
      ---------------------------

      A Participant or former Participant shall at all times be one hundred
      percent (100%) vested in his Accounts.

8.04  Minimum Contribution Requirement
      --------------------------------

      (a)  If the Plan is a Top-Heavy Plan for any Plan Year, then each
           Participant who is a Non-Key Employee shall be entitled to an
           allocation from Employer Base Contributions which is at least equal
           to three percent (3%) of his Compensation for such Plan Year).

      (b)  The percentage minimum contribution requirement set forth in
           paragraph (a) with respect to a Plan Year shall not exceed the
           percentage at which Employer

<PAGE>

                  Discretionary Contributions, including Pre-Tax Contributions,
                  are made (or required to be made) under the Plan for such Plan
                  Year for the Key Employee for whom such percentage is the
                  highest for such Plan Year. The determination referred to in
                  the immediately preceding sentence shall be determined for
                  each Key Employee by dividing the Employer Discretionary
                  Contributions (including amounts that the Employee elects to
                  defer pursuant to Section 401(k) of the Code) allocated to
                  such Key Employee in that Plan Year by such Key Employee's
                  Compensation for such Plan Year.

         (c)      The percentage minimum contribution requirement as set forth
                  in paragraph (a) above may also be reduced or eliminated in
                  accordance with Section 8.05.

         (d)      For purposes of paragraph (b) above, contributions taken into
                  account shall include like contributions under all other
                  defined contribution plans in the Required Aggregation Group,
                  excluding any such plan in the Required Aggregation Group if
                  that plan enables a defined benefit plan in such Required
                  Aggregation Group to meet the requirements of Section
                  401(a)(4) or Section 410 of the Code.

         (e)      The minimum benefit provided for herein shall be made even
                  though, under other Plan provisions, the Participant would not
                  otherwise be entitled to receive an allocation, or would have
                  received a lesser allocation for the Plan Year because of:

                  (1)    the Participant's failure to complete 1,000 Hours of
                         Service; or

                  (2)    Compensation less than a stated amount.

                  The preceding sentence shall not apply to any Participant who
                  was not employed by the Employer on the last day of the Plan
                  Year. Further, said sentence shall not apply to any
                  Participant to the extent the Participant is covered under any
                  other plan or plans of an Employer and the minimum allocation
                  of benefit requirement applicable to Top-Heavy Plans will be
                  met in the other plan or plans.

                  In the event that a Participant participates in both a defined
                  benefit and a defined contribution plan sponsored by an
                  Employer, the minimum contribution/benefit required by Section
                  416(c) of the Code shall be provided under the defined benefit
                  plan.

8.05     Coordination with Other Plans
         -----------------------------

         (a)      In applying this Article VIII, an Employer required to be
                  combined under Section 414(b), (c), or (m) of the Code shall
                  be treated as a single employer, and the qualified plans
                  maintained by such single employer shall be taken into
                  account.

         (b)      In the event that another defined contribution plan or defined
                  benefit plan maintained by an Employer provides contributions
                  or benefits on behalf of Participants in this Plan, such other
                  plan(s) shall be taken into account in determining whether
                  this Plan satisfies Section 8.02; and the minimum contribution
                  required for a Non-Key Employee in this Plan under Section
                  8.04 will be reduced or eliminated, in accordance with the
                  requirements of Section 416 of

<PAGE>

                  the Code and the Regulations thereunder, if a minimum
                  contribution or benefit is made or accrued in whole or in part
                  in respect of such other plan(s).

<PAGE>

                                     ARTICLE

                               MANAGEMENT OF FUNDS
                               -------------------

9.01     Trust Agreement
         ---------------

         The Employer has entered into a Trust with the Trustee to hold the fund
         necessary to provide the benefits under this Plan. The Trust shall be
         deemed to form a part of the Plan, and all rights of Participants or
         others under this Plan shall be subject to the provisions of the Trust.

9.02     Exclusive Benefit
         -----------------

         Contributions and earnings thereon shall be received, held in Trust,
         and disbursed by the Trustee in accordance with the provisions of the
         Trust and this Plan. No part of the Trust shall be used for or diverted
         to purposes other than for the exclusive benefit of Participants,
         former Participants, retired Participants, disabled Participants or
         their Beneficiaries under this Plan, except as provided in Section 3.17
         and 13.04. No person shall have any interest in or right to the Trust
         Fund or any part thereof, except as specifically provided for in this
         Plan and the Trust.

9.03     Removal of Trustee
         ------------------

         The Board may remove the Trustee at any time upon the notice required
         by the terms of the Trust and, upon such removal or upon the
         resignation of the Trustee, the Board shall appoint a successor
         Trustee.

9.04     Powers
         ------

         The Trustee shall have such powers to hold, invest, reinvest, or to
         control and disburse the funds as at that time shall be set forth in
         the Trust or in this Plan.

9.05     Settlement of Accounts
         ----------------------

         The Trust may contain provisions granting authority to an Employer to
         settle the Accounts of the Trustee on behalf of all persons having or
         claiming an interest in the Trust.

<PAGE>

                                    ARTICLE X

                               PLAN ADMINISTRATION
                               -------------------

10.01    Committee
         ---------

         The Board shall appoint an administrative committee, to be known as the
         "Committee," to assist the Company (which is the Plan Administrator) in
         the administration of the Plan, to keep records of Accounts, and to
         notify each Participant, former Participant, or Beneficiary of his
         benefit. The members of the Committee shall serve at the pleasure of
         the Board; they may be officers, directors, or employees of an Employer
         or any other individuals. Any member may resign by delivering his
         written resignation to the Board. Vacancies arising by resignation,
         death, removal or otherwise shall be filled by the Board. The Company
         shall advise the Trustee in writing of the names of the members of the
         Committee and of any changes in membership. The Committee shall consist
         of up to three (3) persons.

10.02    Powers and Duties of the Committee
         ----------------------------------

         The Committee shall administer the Plan in accordance with its terms
         and shall have all powers necessary to carry out the provisions of the
         Plan. The Committee shall direct the Trustee in writing concerning all
         payments that shall be made out of the Trust pursuant to the Plan. Such
         written order to the Trustee shall specify the name of the person, his
         address, and the amount and frequency of payments. The Committee shall
         make recommendations to the Board with respect to the appointment and
         dismissal of investment managers under the Trust and will review the
         performance of the investment managers periodically. The Committee
         shall interpret the Plan and shall determine all questions arising in
         the administration, interpretation, and application of the Plan,
         including but not limited to questions of eligibility and the status
         and rights of Participants, former Participants, Beneficiaries, and
         other persons. Any such determination by the Committee shall be
         conclusive and binding upon all persons. The regularly kept records of
         the Employers shall be conclusive and binding upon all persons with
         respect to an Employee's Years of Service, date and length of
         employment, amount of Compensation, type and length of any absence from
         work and all other matters contained therein relating to Employees. All
         rules and determinations of the Committee shall be uniformly and
         consistently applied to all persons in similar circumstances. If
         challenged in court, the Committee's determinations shall not be
         subject to de novo review and shall not be overturned unless proven to
         be arbitrary and capricious based on the evidence considered by the
         Committee at the time of such determination. The Committee may take any
         steps it deems necessary and advisable pursuant to the Internal Revenue
         Service's Administrative Policy Regarding Self Correction program to
         correct any operational violations that occur in the administration of
         the Plan.

10.03    Exercise of the Committee's Duties
         ----------------------------------

         The Committee and the Trustee shall discharge their duties:

         (a)    For the exclusive purpose of providing benefits to Plan
                Participants, former Participants, and Beneficiaries; and

<PAGE>

         (b)      With the care, skill, prudence, and diligence under the
                  circumstances then prevailing that a prudent man acting in a
                  like capacity and familiar with such matters would use in the
                  conduct of an enterprise of a like character and with like
                  aims.

10.04    Organization and Operations of the Committee
         --------------------------------------------

         (a)      The Committee may adopt such by-laws and regulations as it
                  deems desirable for the conduct of its affairs and, with the
                  consent of the Company may appoint such accountants, counsel,
                  actuaries, and other person as it deems necessary or desirable
                  in connection with the administration of this Plan. The
                  Committee shall be entitled to rely conclusively upon, and
                  shall be fully protected in any action taken by it in good
                  faith in relying upon, any opinions or reports that shall be
                  furnished to it by any such accountant, counsel, actuary, or
                  other specialist.

         (b)      The Committee shall act by a majority vote of its members at
                  the time in office, and such action may be taken either by a
                  vote at a meeting or in writing without a meeting. The
                  signature of any one of the members will be sufficient to
                  authorize Committee action. A Committee member shall not
                  participate in discussions of or vote upon matters pertaining
                  to his own participation in the Plan, except to the extent
                  such matters affect Participants generally.

         (c)      The Committee may authorize any one of its members or any
                  other person to execute any document or documents on behalf of
                  the Committee, in which event the Committee shall notify the
                  Trustee in writing of such action and the name or names of
                  such member or person. The Trustee thereafter shall accept and
                  rely upon any document executed by such member or person as
                  representing action by the Committee, until the Committee
                  shall file with the Trustee a written revocation of such
                  designation.

10.05    Records and Reports of the Committee
         ------------------------------------

         The Committee shall keep a record of all its proceedings and acts and
         shall keep all such records and other data as may be necessary for the
         proper administration of the Plan. The Committee shall notify the
         Trustee of any action taken by the Committee relative to the Trustee's
         role hereunder and, when required, shall notify any other interested
         person or persons.

10.06    Compensation and Expenses of the Committee
         ------------------------------------------

         The members of the Committee shall serve without compensation for
         service as such, but all proper expenses incurred by the Committee
         incident to the functioning of the Plan shall be paid by the Trust,
         unless such expenses are paid by the Employers.

10.07    Indemnity of the Committee Members
         ----------------------------------

         The Employer shall indemnify and defend each member of the Committee
         against any and all claims, losses, damages, expenses (including
         reasonable attorneys' fees), and liability arising from any action or
         failure to act in connection with the administration of the Plan,
         except when the same is judicially determined or admitted by the
         Committee member to be due to the gross negligence or willful
         misconduct of such member.

<PAGE>

                                     ARTICLE

                                CLAIMS PROCEDURE
                                ----------------

11.01    Informal Review
         ---------------

         Any Participant, former Participant, or Beneficiary who wishes to
         request an informal review of a claim for benefits or who wishes an
         explanation of a benefit or its denial may direct to the Committee a
         written request for an informal review. The Committee shall respond to
         the request by issuing a notice to the claimant as soon as possible but
         in no event later than sixty (60) days from the date of the request.
         This notice furnished by the Committee shall be written in a manner
         calculated to be understood by the claimant and shall include the
         following:

         (a)    The specific reason or reasons for denial of benefits;

         (b)    The specific Plan provisions on which any denial is based;

         (c)    A description of any further material or information which is
                necessary for the claimant to perfect his claim and an
                explanation of why the material or information is needed; and

         (d)    An explanation of the Plan's formal claim review procedure.

         If the claimant does not respond to the notice, posted by first class
         mail to the address of record of the claimant, within one hundred
         twenty (120) days from the posting of the notice, the claimant shall be
         considered satisfied in all respects. If the Committee fails to respond
         to the claimant's written request for an informal review, the claimant
         shall be entitled to proceed to the formal claim review procedure
         described in Section 11.02.

11.02    Formal Review
         -------------

         In the event that the notice concerning the informal review is
         insufficient to satisfy the claimant, the claimant or his duly
         authorized representative shall submit to the Committee within one
         hundred twenty (120) days of the posting of the notice, a written
         notification of appeal of the claim denial. The notification of appeal
         of the claim denial shall permit the claimant or his duly authorized
         representative to utilize the following formal claim review procedures:

         (a)    To review pertinent documents; and

         (b)    To submit issues and comments in writing to which the Committee
                shall respond.

         The Committee shall furnish a written decision on formal review not
         Iater than sixty (60) days after receipt of the notification of appeal,
         unless special circumstances require an extension of the time for
         processing the appeal. In no event, however, shall the Committee
         respond later than one hundred twenty (120) days after a request for a
         formal review. The decision on formal review shall be in writing and
         shall include specific reasons for the decision, and shall be written
         in a manner calculated to be understood by the claimant and contain
         specific reference to the pertinent Plan provisions on which the
         decision is based.

<PAGE>

                                   ARTICLE XII

                            AMENDMENT AND TERMINATION
                            -------------------------

12.01    Amendment
         ---------

         The Company reserves the right, at any time and from time to time, to
         amend the whole or part either retroactively or prospectively any or
         all of the provisions of this Plan without the consent of any
         Participant or Beneficiary hereunder. Such amendment shall be stated in
         an instrument executed by each Employer in the same manner and form as
         this document and upon the execution thereof, this Plan as adopted by
         such Employer shall be deemed to have been amended in the manner
         therein set forth. Neither the Company nor the Trustee shall have the
         right to amend the Plan document in the following respects:

         (a)    No amendment shall authorize, cause or permit any part of the
                Trust (other than such part as if required to pay taxes and
                administration expenses) to be used or diverted for purposes
                other than the exclusive benefit of the Participants, former
                Participants or Beneficiaries;

         (b)    No amendment shall have the effect of vesting in an Employer any
                interest in or control over any part of the Trust subject to the
                terms of this Plan;

         (c)    No amendment shall affect the rights, duties, or
                responsibilities of the Trustee without its consent;

         (d)    No amendment shall have any retroactive effect so as to deprive
                any Participant of his nonforfeitable interest already accrued,
                save only that any amendment may be made retroactive which is
                necessary to conform the Plan to mandatory provisions of federal
                or state law, regulations or rulings; or

         (e)    No amendment shall decrease a Participant's account balance or
                eliminate an optional form of distribution.

12.02    Plan Termination or Discontinuance of Contributions
         ---------------------------------------------------

         (a)    Each Employer by a resolution of its board of directors may
                terminate its participation in the Plan. If the Plan is
                terminated by fewer than all Employers, it shall continue in
                effect for Participants employed by the remaining Employers.

         (b)    In the event an Employer terminates the Plan but does not
                terminate the Trust, the Trustee in its sole discretion, may
                either continue to maintain and administer the Trust or
                terminate the same. No termination of the Plan or Trust shall
                have the effect of vesting in an Employer any interest in or
                control over any part of the Trust subject to the terms of
                this Plan.

         (c)    An affected participant shall receive 100% of his or her Account
                upon Plan termination, partial termination, or termination due
                to a complete discontinuance of contributions. An "affected
                participant" is an employee who has an Account at the time the
                Plan terminated.

<PAGE>

12.03    Procedure for Becoming an Employer
         ----------------------------------

         An Employer may become a party to this Plan and Trust and an Employer
         hereunder by adopting a resolution of its board of directors approving
         such action and executing an adoption agreement specifying which Plan
         provision, if any, will not be adopted by such Employer and specifying
         any additional Plan provisions which will be adopted by such Related
         Employer. Such Employer shall become an Employer hereunder as of an
         effective date specified in the adoption agreement and shall be subject
         to the terms and provisions of this Plan and the Trust so adopted as
         then in effect or thereafter amended.

<PAGE>

                                  ARTICLE XIII

                                  MISCELLANEOUS
                                  -------------

13.01    No Contract of Employment
         -------------------------

         Nothing herein contained shall be construed to constitute a contract of
         employment between the Company, any Employer and/or any Employee. The
         employment records of the Employers and the Trustee shall be final and
         binding upon all Employees as to liability and participation.

13.02    Merger or Consolidation of Plan, Transfer of Assets
         ---------------------------------------------------

         Any merger or consolidation of the Plan with another plan, or transfer
         of Plan assets or liabilities to any other plan, shall be effected in
         accordance with such regulations, if any, as may be issued pursuant to
         Section 208 of ERISA, in such manner that each Plan Participant would
         receive, if the merged, consolidated, or transferred Plan were
         terminated immediately following such event, a benefit which is equal
         to or greater than the benefit he would have been entitled to receive
         if the Plan had terminated immediately before such event.

13.03    Data
         ----

         It shall be a condition precedent to the payment of all benefits under
         the Plan that each Participant, former Participant, and Beneficiary
         must furnish to the Employer such documents evidence or information as
         the Employer considers necessary or desirable for the purposes of
         administering the Plan, or to protect an Employer or Trustee.

13.04    Restrictions Upon Assignments and Creditors' Claims
         ---------------------------------------------------

         (a)    Except as in the Plan otherwise provided, no Participant,
                former Participant, or Beneficiary, or the estate of any such
                person, shall have any power to assign, pledge, encumber, or
                transfer any interest in the Trust Fund while the same shall
                be in the possession of the Trustee. Any such attempt at
                alienation shall be void. No such interest shall be subject to
                attachment, garnishment, execution, levy, or any other legal
                or equitable proceeding or process and any attempt to so
                subject such interest shall be void.

         (b)    Notwithstanding the foregoing, this Section 13.04 shall not
                apply to a qualified domestic relations order as defined in
                Section 414(p) of the Code. The Committee shall establish a
                procedure to determine the qualified status of domestic relation
                orders and to administer distributions under such qualified
                orders. Further, to the extent provided under a qualified
                domestic relations order, a former spouse of a Participant shall
                be treated as the spouse or surviving spouse for all purposes
                under the Plan.

         (c)    Notwithstanding the foregoing, a Participant's Accounts may be
                reduced due to a crime involving the Plan, a civil judgment in
                connection with ERISA fiduciary

<PAGE>

                violation, or settlement agreement between the Department of
                Labor and the Participant in connection with a violation of
                ERISA's fiduciary provisions.

13.05    Allocation of Fiduciary Duties
         ------------------------------

         Each Employer shall be responsible for the administration and
         management of the Plan as adopted by the Employer except for those
         duties specifically allocated to the Company, the Trustee or the
         Committee. The Trustee shall have exclusive responsibility for all
         matters specifically delegated to it by an Employer and this Plan. Each
         fiduciary shall be responsible only for the specific duties assigned to
         it and shall not be directly or indirectly responsible for the duties
         assigned to another fiduciary. The Company shall be deemed the
         administrator for the purposes of ERISA.

13.06    Applicable Law
         --------------

         The Plan shall be construed and administered in accordance with ERISA
         and with the laves of the State of Delaware to the extent that such
         laws are not preempted by ERISA.

13.07    Restriction of Claims Against Trust Fund
         ----------------------------------------

         The Trust Fund under this Plan and Trust from its inception shall be a
         separate entity aside and apart from each Employer and its assets. The
         Trust Fund and the corpus and income thereof shall in no event and in
         no manner whatsoever be subject to the rights or claims of any creditor
         of an Employer. Neither the establishment of the Trust Fund, the
         modification thereof, the creation of any fund or account, nor the
         payment of any benefits shall be construed as giving any Participant or
         any other person whomsoever any legal or equitable rights against an
         Employer or the Trustee unless the same shall be specifically provided
         for in this Plan.

13.08    Named Fiduciaries
         -----------------

         For the purpose of Part 4 of Title I of ERISA, the Employer, the
         Trustee, the Committee and those parties to whom any investment
         management duties are allocated pursuant to the Trust shall each be
         named fiduciaries. All actions by named fiduciaries shall be in
         accordance with the terms of this Plan and of the Trust insofar as such
         documents are consistent with the provisions of Title I of ERISA. Each
         named fiduciary shall act solely in the interest of Participants,
         former Participants and Beneficiaries and for the exclusive purpose of
         providing benefits and defraying reasonable administrative expenses.
         Each named fiduciary shall discharge his respective duties hereunder
         with the care, skill, prudence and diligence under the circumstances
         then prevailing that a prudent man acting in a like capacity and
         familiar with such matters would use in the conduct of an enterprise of
         a like character and with like aims.

13.09    Benefits Payable by Trust Fund
         ------------------------------

         All benefits payable under the Plan shall be paid or provided for
         solely from the Trust, and the Company and Employers assume no
         liability or responsibility therefor.

13.10    Successor to Employer or Company
         --------------------------------

         In the event that any successor to the Company or an Employer, by
         merger, consolidation, purchase or otherwise, shall elect to adopt the
         Plan, such successor shall

<PAGE>

         be substituted hereunder for the Company or such Employer upon filing
         in writing with the Trustee of its election to do so.

13.11    Internal Revenue Service Approval
         ---------------------------------

         This Plan shall be effective as of January 1, 2000, provided that the
         Company shall obtain a favorable determination letter from the Internal
         Revenue Service that this Plan and the related Trust qualify under
         Sections 401(a) and 501(a) of the Code. Any modification or amendment
         of this Plan may be made retroactive as necessary or appropriate in
         order to satisfy such qualification requirements.

13.12    Deductibility of Employer Discretionary Contributions
         -----------------------------------------------------

         All contributions under this Plan shall be paid to the Trustee and
         deposited in the Trust. However, all contributions made by an Employer
         are expressly conditioned upon the continued qualified status of the
         Plan under the Code, including any amendments to the Plan, and upon
         their deductibility under Section 404 of the Code. In the event the
         Plan would require contributions to be made to the Trust which would
         not be deductible under Section 404 of the Code, such contributions
         shall be reduced in the same manner and in the same order as provided
         in Section 4.05(b).

IN WITNESS THEREOF, the Company has caused this Plan to be executed by a duly
authorized officer this 28th day of February , 2002.
                        ----        --------

                                          PACKAGING DYNAMICS, LLC


                                          By:/s/ Michael F Arduino
                                             ----------------------------------

<PAGE>

                                    APPENDIX

This Appendix provides specific Plan terms applicable to certain divisions of
Packaging Dynamics, LLC. Those divisions are:

         A.       BAGCRAFT
         B.       IPMC
         C.       ICI

A.       BAGCRAFT

Notwithstanding the foregoing, the following Plan provisions are supplemented as
follows for employees of Bagcraft:

1.11     Compensation: The term Compensation means wages, tips and other
         ------------
         compensation actually paid and reported on Form W-2 excluding
         reimbursements or other expense allowances, fringe benefits (cash or
         non_cash) moving expenses, deferred compensation and welfare benefits.
         In addition, Compensation shall include bonuses and all salary deferral
         elections under this Plan and any other Code Section 401(k) or Code
         Section 125 plan.

1.22     Hour of Service. Each Participant will receive 45 Hours of Service
         --------------
         for each week during which he performs an Hour of Service.

1.25     Normal Retirement Age. The Participant's attainment of age 65.
         ---------------------

1.26     Normal Retirement Date. The first day of the month coinciding
         ---------------------
         with or next following the Participant's attainment of Normal
         Retirement Age.

1.36     Total and Permanent Disability. The inability to engage in any
         ------------------------------
         substantial gainful activity by reason of any medically determinable
         physical or mental impairment that can be expected to last for a
         continuous period of not less than twelve (12) consecutive months. The
         disability must be determined by a licensed physician chosen by the
         Plan Administrator. However, if the condition qualifies as a disability
         under the Social Security Act, the Plan Administrator may rely upon
         such determination.

3.02     A Participant's pre-tax salary reduction agreement shall be effective
         as of the first day of any month.

3.03     A Participant may make Pre-Tax Contributions on any amount between
         two percent (2%) of his Compensation and sixteen percent (16%) of his
         Compensation.

3.05     Participants may modify the amount of their Pre-Tax Contributions
         as of the first day of any month. Participants may suspend their
         Pre-Tax Contributions at any time. Participants may resume their
         Pre-Tax Contributions as of the first day of any month.

3.09     Employer Matching Contributions - If a Participant elects to make
         Pre-Tax Contributions, the Employer may make an Employer Matching
         Contribution in a discretionary amount to be determined by the Board.
         Only Pre-Tax Contributions up to 8% of a non-union Participant's

<PAGE>

         Compensation will be matched. In determining Employer Matching
         Contributions, only Pre-Tax Contributions of 5% of a union
         Participant's Compensation will be matched.

         All Participants shall share in the Employer Matching Contributions,
         regardless of Hours of Service or termination of employment.

3.15     The Employer is not permitted to make an Employer Discretionary
         Contribution.

5.02     A Participant's interest in his Employer Discretionary Contribution and
         Matching Contribution Accounts, if applicable, shall vest according to
         the following schedule:

                         Years of Service        Vested Percentage
                    ------------------------ ------------------------
                             0-2 years                  0%
                    ------------------------ ------------------------
                             3 or more                100%
                    ------------------------ ------------------------

6.03     Distributions under the Plan shall be made in one of the following
         forms:

                (a)      Single sum;
                (b)      Cash-out; or
                (c)      Direct rollover.

         Distributions may be made in cash.

<PAGE>

B.       IPMC

         Notwithstanding the foregoing, the following Plan provisions are
         supplemented as follows for employees of IPMC:

1.11     Compensation: The term Compensation means earned income, wages,
         ------------
         salaries, fees for professional services and other amounts received for
         personal services rendered (including commissions, compensation for
         services, tips and bonuses. In addition, Compensation shall include
         bonuses and deferrals for Code Sections 125, 402(a)(8) or 4024(h). The
         following items are excluded from the definition of Compensation:
         Amounts realized from the exercise of non- qualified stock options or
         restricted stock (which is freely transferable), amounts realized from
         the sale, exchange or disposition of stock under a qualified stock
         option, incentive bonus or compensation paid to key employees.

1.25     Normal Retirement Age. The Participant's attainment of age 59-1/2.
         ---------------------

1.26     Normal Retirement Date. The Participant's attainment of his Normal
         ----------------------
         Retirement Age.

1.36     Total and Permanent Disability. The incapacity from disease or bodily
         ------------------------------
         injury where:

         (i)    the incapacity lasts for at least three (3) months; or
         (ii)   the irrevocable loss of sight or both eyes or loss by severance
                of both hands above the wrists or both feet above the ankles or
                the loss of one hand above the wrist and one foot above the
                ankle.

3.02     A Participant's pre-tax salary reduction agreement shall be effective
         as of the first day of any month.

3.03     A Participant may make Pre-Tax Contributions on any amount between 2%
         of his Compensation and 16% of his Compensation.

3.05     Participants may modify the amount of their Pre-Tax Contributions
         as of the first day of any month. Participants may suspend future
         Pre-Tax Contributions as of the first day of any month. Participants
         may resume their Pre-Tax Contributions as of the first day of any
         month.

3.09     Employer Matching Contributions - If a Participant elects to make
         Pre-Tax Contributions, the Employer will contribute a match on such
         Participant's behalf based on the following:

                     Years of Participation      Max. Percentage of Eligible Pay
                 ------------------------------- -------------------------------
                           Up to 1                           2%
                 ------------------------------- -------------------------------
                       1 but less than 2                     3%
                 ------------------------------- -------------------------------
                       2 but less than 3                     4%
                 ------------------------------- -------------------------------
                          3 or more                          5%
                 ------------------------------- -------------------------------

             A Participant shall share in a monthly Employer Matching
             Contribution if the Participant is employed by the Employer at
             the end of such quarter or is no longer employed due to death,
             Total and Permanent Disability, or death.

<PAGE>

3.15     The Employer is permitted to make a discretionary Employer
         Discretionary Contribution to the Plan.

4.04     If an Employer Discretionary Contribution is made, it will be made
         following the end of the Plan Year. Participants will share in the
         allocation of the Employer Discretionary Contribution, if any, if they
         are Eligible Employees at the end of the Plan Year or if they have
         terminated employment with the Company during the Plan Year due to
         death, Total and Permanent Disability or the attainment of Normal
         Retirement Age.

Article VII The provisions of Article VII shall apply to Participant's employed
by IPMC.

5.02     A Participant's interest in his Employer Discretionary Contribution
         and Matching Contribution Accounts, if applicable, shall vest according
         to the following schedule:

                       Years of Service                    Vested Percentage
                  ----------------------------------- -------------------------
                          Less than 2                             20%
                  ----------------------------------- -------------------------
                        2 but less than 3                         40%
                  ----------------------------------- -------------------------
                        3 but less than 4                         60%
                  ----------------------------------- -------------------------
                        4 but less than 5                         80%
                  ----------------------------------- -------------------------
                          5 or more                              100%
                  ----------------------------------- -------------------------


         Notwithstanding the foregoing, an Employee that was employed by the
         Employer on July 1, 1991 shall be fully vested.

6.03     Distributions from the Plan shall be paid in the form a single life
         annuity to single Participants and in the form of a Qualified Joint
         and Survivor Annuity for married Participants as provided in Article
         VII of the Plan. The Participant may elect one of the following
         optional forms of distribution, subject to the terms of Article VII:

         (a)    Single sum;
         (b)    Partial single sum distribution with remainder paid later;
         (c)    Periodic installment payments over a period not to exceed the
                life expectancy of the Participant or his Beneficiary;
         (d)    Cash-out; or
         (e)    Direct rollover.

         All distributions will be paid in cash.

<PAGE>

C.       ICI

         Notwithstanding the foregoing, the following Plan provisions are
         supplemented as follows for employees of ICI:

1.11     Compensation: The term Compensation means the total salary, pay or
         ------------
         earned income from the Employer (including Compensation for services on
         the basis of profits); provided, however, the following items are
         excluded: amounts realized from the exercise of non-qualified stock
         options or the disposition of stock under a qualified stock option;
         other amounts which receive special tax benefits or contributions made
         by the Employer under a Code Section 403(b) plan; reimbursements or
         other expense allowances; fringe benefits (whether cash or non cash);
         moving expenses; deferred compensation; and welfare benefits (even if
         includible in gross income). Compensation for Plan purposes includes
         401(k) deferrals and 125 deferrals.

1.25     Normal Retirement Age: The Participant's attainment of age 62:
         ---------------------

1.26     Normal Retirement Date: The Participant's attainment of his Normal
         ----------------------
         Retirement Age.

1.28     Participation Date: The term Participation Date means the first
         ------------------
         January 1 or July 1 coinciding with or next following the date on which
         the Employee completes 90 days of service.

1.36     Total and Permanent Disability: The term disability means an illness or
         ------------------------------
         injury of a potentially permanent nature, expected to last for a
         continuous period of not less than 12 months, certified by a physician
         selected by or satisfactory to the Employer, which prevents the
         Employee from engaging in any occupation for wage or profit for which
         the Employee is reasonably fitted by training, education or experience.

2.01     An Employee will be eligible to participate in the Plan upon the later
         of the Effective Date or upon the Employee's attainment of age 18 and
         completion of a quarter of a Year of Service.

3.02     A Participant's pre-tax salary reduction agreement shall be effective
         as of the first day of the next payroll period.

3.03     A Participant may agree to make Pre_Tax Contributions equal to at least
         two percent (2%) of his Compensation, up to the maximum of fifteen
         (15%) of his Compensation.

3.05     Participants may modify or suspend their Pre-Tax Contributions as of
         the first day of the next payroll period.

3.09     Matching. If a Participant elects to make Pre-Tax Contributions,
         --------
         the Employer shall make an Employer Matching Contribution of 100% of
         the Participant's Pre-Tax Contributions; not to exceed 5% of the
         Participant's Compensation. However, no Employer Matching Contribution
         or Employer Discretionary Contribution shall be made on behalf of a
         Participant who is no longer employed by the Employer on the last day
         of the Plan Year unless his termination of service was due to
         retirement after reaching his Normal Retirement Date under the Plan,
         death or Total and Permanent Disability.

3.14     The Employer is authorized to make additional contributions, QNECs
         and QMACs, to the Plan to satisfy the ADP test and/or the ACP test.
         Also, the Employer is permitted to designate all or a portion of
         Employer Matching Contributions as "qualified."

<PAGE>

3.15     The Employer is permitted to make a discretionary Employer
         Discretionary Contribution to the Plan.

4.04     To the extent Employer Discretionary Contributions are made, a
         Participant will receive an allocation of such Employer Discretionary
         Contribution if he is employed on the last day of the Plan Year without
         regard to Hours of Service or separated from service with more than 500
         Hours of Service or due to death, Total and Permanent Disability, or
         death.

5.02     A Participant's interest in his Employer Discretionary Contribution and
         Matching Contribution Accounts, if applicable, shall vest according to
         the following schedule:

                    Years of Service             Vested Percentage
                 ---------------------- -------------------------------
                           1                            0%
                 ---------------------- -------------------------------
                           2                           25%
                 ---------------------- -------------------------------
                           3                           50%
                 ---------------------- -------------------------------
                           4                           75%
                 ---------------------- -------------------------------
                           5                          100%
                 ---------------------- -------------------------------

         Any forfeitures shall be used to reduce the next Employer Matching
         Contribution to the Plan.

6.03     Distributions from the Plan shall be paid in the form a single
         life annuity to single Participants and in the form of a Qualified
         Joint and Survivor Annuity for married Participants as provided in
         Article VII of the Plan. The Participant may elect one of the following
         optional forms of distribution, subject to the terms of Article VII:

         (a)    Single sum;
         (b)    Joint and 50% Survivor Annuity;
         (c)    Cash-out; or
         (d)    Direct rollover.

Distributions will be paid in cash.

<PAGE>

                                 Trust Agreement

<PAGE>

V. Mid-Market Trust Agreement
--------------------------------------------------------------------------------

NOTE: The Employer must complete the blanks below (except shaded areas) and have
an authorized party complete and sign both signature pages at the end of this
Trust Agreement. This Trust Agreement is NOT used if the Employer will be using
a Merrill Lynch prototype plan. The shaded areas of the Trust Agreement will be
completed by Merrill Lynch Trust.

         TRUST AGREEMENT between Merrill Lynch Trust ________________________,
as the Trustee, and Packaging Dynamics L.L.C., as the Employer.
Trust Agreement entered into as of 1 July, 1999 by and between the above-named
employer (the "Employer") and Merrill Lynch Trust _________________, a
________________ corporation (the "Trustee"), with respect to a trust ("Trust")
forming part of the Packaging Dynamics L.L.C. Plan (the "Plan").

The Employer and the Trustee hereby agree as follows:

ARTICLE I

Status of Trust and Appointment and Acceptance of Trustee

1.01     Status of Trust. The Trust is intended to be a qualified trust under
         section 401(a) of the Internal Revenue Code of 1986, as amended from
         time to time (the "Code"), and exempt from taxation pursuant to section
         501(a) of the Code.

1.02     Appointment of Trustee. The Employer represents that all necessary
         action has been taken for the appointment of the Trustee as trustee of
         the Trust and that the Trust Agreement constitutes a legal, valid and
         binding obligation of the Employer.

1.03     Acceptance of Appointment. The Trustee accepts its appointment as
         trustee of the Trust.

1.04     Title of Trust. The Trust shall be known as the ______________________
         Trust.

1.05     Effectiveness. This Trust Agreement shall not become effective until
         executed and delivered by both the Employer and the Trustee.

Article II

Administrative Investment Fiduciaries

2.01     Named Administrative and Investment Fiduciaries. For purposes of this
         Trust Agreement, the term "Named Administrative Fiduciary" refers to
         the person named or provided for in the Plan as responsible for the
         administration and operation of the Plan and the term "Named Investment
         Fiduciary" refers to the person provided for in the Plan as responsible
         for the investment and management of Plan assets to the extent provided
         for in this Trust Agreement. The Named Administrative Fiduciary and the
         Named Investment Fiduciary may be the same person. If any such person
         is not named or provided for in the Plan, or if so named or provided
         for, is not then serving, the Employer shall be the Named
         Administrative Fiduciary or the Named Investment Fiduciary or both, as
         the case may be.

<PAGE>

2.02     Identification of Named Fiduciaries and Designees. The Named
         Administrative Fiduciary and the Named Investment Fiduciary under the
         Plan shall each be identified to the Trustee in writing by the
         Employer, and specimen signatures of each, or of each member thereof,
         as appropriate, shall be provided to the Trustee by the Employer. The
         Employer shall promptly give written notice to the Trustee of a change
         in the identity either of the Named Administrative Fiduciary or Named
         Investment Fiduciary, or any member thereof, as appropriate, and until
         such notice is received by the Trustee, the Trustee shall be fully
         protected in assuming that the identity of the Named Administrative
         Fiduciary or Named Investment Fiduciary, and the members thereof, as
         appropriate, is unchanged. Each person authorized in accordance with
         the Plan to give a direction to the Trustee on behalf of the Named
         Administrative Fiduciary or the Named Investment Fiduciary shall be
         identified to the Trustee by written notice from the Employer or the
         Named Administrative Fiduciary or the Named Investment Fiduciary, as
         the case may be, and such notice shall contain a specimen of the
         signature. The Trustee shall be entitled to rely upon each such written
         notice as evidence of the identity and authority of the persons
         appointed until a written cancellation of the appointment, or the
         written appointment of a successor, is received by the Trustee from the
         Employer, the Named Administrative Fiduciary or the Named Investment
         Fiduciary, as the case may be.

Article III

Receipts and Trust Fund

3.01     Receipt by Trustee. The Trustee shall receive in cash or other assets
         acceptable to the Trustee all contributions paid or delivered to it
         which are allocable under the Plan and to the Trust and all transfers
         paid or delivered under the Plan to the Trust from a predecessor
         trustee or another trust (including a trust forming part of another
         plan qualified under section 401(a) of the Code), provided that the
         Trustee shall not be obligated to receive any such contribution or
         transfer unless prior thereto or coincident therewith, as the Trustee
         may specify, the Trustee has received such reconciliation, allocation,
         investment or other information concerning, or such direction,
         instruction or representation with respect to, the contribution or
         transfer or the source thereof as the Trustee may require. The Trustee
         shall not no duty or authority to (a) require any contributions or
         transfers to be made under the Plan or to the Trustee, (b) compute any
         amount to be contributed or transferred under the Plan to the Trustee,
         or (c) determine whether amounts received by the Trustee comply with
         the Plan.

3.02     Trust Fund. For purposes of this Trust Agreement, the "Trust Fund"
         consists of all money and other property received by the Trustee
         pursuant to Section 3.01 hereof, increased by any income or gains on or
         increment in such assets and decreased by any investment loss or
         expense, benefit or disbursement paid pursuant to this Trust Agreement.
         The Trustee shall hold the Trust Fund, without distinction between
         principal and income, as a nondiscretionary trustee pursuant to the
         terms of this Trust Agreement. Assets of the Trust may be held in an
         account maintained with an affiliate of the Trustee.

3.03     Additional Trust Fund. Notwithstanding any other provision of this
         Trust Agreement, to the extent that assets of the Plan are held in
         trust by a trustee other than the Trustee (such other trustee to be
         referred to as a "Second Trustee"), the Employer shall have created two
         trust funds under the Plan. The appointment of a Second Trustee shall
         be deemed a representation by the Employer that the Plan contains all
         appropriate provisions relating to the Second Trustee. The Trustee (i)
         shall discharge its duties and responsibilities hereunder solely with
         respect to those assets delivered into its possession, (ii) shall have
         no duties, responsibilities or obligations with respect to assets held
         in trust by the Second Trustee unless and until such assets are
         delivered to the

<PAGE>

         Trustee and (iii) except as otherwise required under the Employee
         Retirement Income Security Act of 1974, as amended from time to time
         ("ERISA"), shall have no liability or responsibility for the acts or
         omissions of the Second Trustee. To the extent that assets of the Plan
         are held in trust by multiple trustees other than the Trustee, the
         foregoing shall apply to each such other trustee.

Article IV

Payments, Administrative Directions and Expenses

4.01     Payments by Trustee. Payments of money or property from the Trust Fund
         shall be made by the Trustee upon direction from the Named
         Administrative Fiduciary or its designee. Payments by the Trustee shall
         be transmitted to the Named Administrative Fiduciary or its designee
         for delivery to the proper payees or to payee addresses supplied by the
         Named Administrative Fiduciary or its designee, and the Trustee's
         obligation to make such payment shall be satisfied upon such
         transmittal. The Trustee shall have no obligation to determine the
         identity of persons entitled to payments under the Plan or their
         addresses.

4.02     Named Administrative Fiduciary's Directions. Directions from or on
         behalf of the Named Administrative Fiduciary or its designee shall be
         communicated to the Trustee or the Trustee's designee only in a manner
         and in accordance with procedures acceptable to the Trustee. The
         Trustee's designee shall not, however, be empowered to implement any
         such directions except in accordance with procedures acceptable to the
         Trustee. The Trustee shall have no liability for following any such
         directions or failing to act in the absence of any such directions. The
         Trustee shall have no liability for the acts or omissions of any person
         making or failing to make any direction under the Plan or this Trust
         Agreement nor any duty or obligation to review any such direction, act
         or omission.

4.03     Disputed Payments. If a dispute arises over the propriety of the
         Trustee making any payment from the Trust Fund, the Trustee may
         withhold the payment until the dispute has been resolved by a court of
         competent jurisdiction or settled by the parties to the dispute. The
         Trustee may consult legal counsel and shall be fully protected in
         acting upon the advice of counsel.

4.04     Trustee's Compensation and Expenses. If the Employer so elects in a
         manner satisfactory to the Trustee, the Employer shall (a) pay the
         Trustee compensation for its services under this Trust Agreement in
         accordance with the Trustee's fee schedule in effect and applicable at
         the time such compensation becomes payable, and (b) pay or reimburse
         the Trustee for all expenses incurred by the Trustee in connection with
         or relating to the performance of its duties under this Trust Agreement
         or its status as Trustee, including reasonable attorneys' fees. If the
         Employer does not so elect, such compensation and expenses shall be
         charged against and withdrawn from the Trust Fund as provided below.

         Until paid by the Employer or charged against and withdrawn from the
         Trust Fund, as the case may be, the Trustee's compensation and expenses
         shall be a lien upon the Trust Fund. The Trustee is authorized to
         charge the Trust Fund for and withdraw from the Trust Fund, without
         direction from the Named Administrative Fiduciary or any other person,
         the amount of any such fees or expenses which the Employer has so
         elected to pay but which remain unpaid for a period of 60 days after
         presentation of a statement for such amount to the Employer. Trust Fund
         assets shall be applicable to pay such fees and expenses in the
         following priority by asset category to the extent thereof held at the
         time of withdrawal in the Trust Fund subfund or account to which the
         fee or expense is allocated: (i) uninvested cash balances: (ii) shares
         of any money market fund or

<PAGE>

         funds held in the Trust Fund; and (iii) any other Trust Fund assets.
         The Trustee is authorized to allocate its fees and expenses among these
         subfunds or accounts to which the fees or expenses pertain in such
         manner as the Trustee deems appropriate under the circumstances unless
         prior to such allocation the Employer or the Named Administrative
         Fiduciary specifies the manner in which the allocation is to be made.
         The Trustee is also authorized but not required to sell any shares or
         other assets referred to above to the extent necessary for the purpose.

         By signing this Trust Agreement, the Employer authorizes the Trustee
         and/or its affiliates to receive payments from certain mutual funds
         (and/or collective trusts) for which no affiliate of the Trustee acts
         as investment manager or advisor (or from the principal distributors
         and/or advisors of those funds or trusts), in connection with the
         performance of reasonable and necessary services (including
         recordkeeping, subaccounting, account maintenance, administrative and
         other shareholder services). Because different mutual funds for
         collective trusts may be subject to different fee arrangements, the
         Employer should contact the Trustee or its designee to obtain further
         details on any specified fee arrangements that may be applicable to
         investments under the Plan.

4.05     Taxes. The Trustee is authorized, with or without direction from the
         Named Administrative Fiduciary or any other person, to withdraw from
         the Trust Fund and pay any federal, state or local taxes, charges or
         assessments of any kind levied or assessed against the Trust or assets
         thereof. Until paid, such taxes shall be a lien against the Trust Fund.
         The Trustee shall give notice to the Named Administrative Fiduciary of
         its receipt of a demand for any such taxes, charges or assessments. The
         trustee shall not be personally liable for any such taxes, charges or
         assessments.

4.06     Expenses of Administration. Expenses incurred by the Employer, the
         Named Administrative Fiduciary, the Named Investment Fiduciary, any
         Investment Manager designated pursuant to Section 5.02 or any other
         persons designated to act on behalf of the Employer, the Named
         Administrative Fiduciary or the Named Investment Fiduciary, including
         reimbursement for expenses incurred in the performance of their
         respective duties, shall be the obligation of the Employer or other
         person specified in the Plan. Such expenses, however, may be paid from
         the Trust Fund upon the written direction to the Trustee of the Named
         Administrative Fiduciary.

4.07     Restriction on Alienation. Except as provided in Section 4.08 or under
         section 401(a)(13) of the Code, the interest of any Plan participant or
         beneficiary in the Trust Fund shall not be subject to the claims of
         such person's creditors and may not be assigned, sold, transferred,
         alienated or encumbered. Any attempt to do so shall be void; and the
         Trustee shall disregard any attempt. Trust assets shall not in any
         manner be liable for or subject to debts, contracts, liabilities,
         engagement or torts of any Plan participant or beneficiary and benefits
         shall not be considered an asset of any such person in the event of the
         person's insolvency or bankruptcy.

4.08     Payment on Court Order. The Trustee is authorized to make any payments
         directed by court order in any action in which the Trustee is a party
         or pursuant to a "qualified domestic relations order" under section
         414(p) of the Code; provided that the Trustee shall not make such
         payment if the Trustee is indemnified and held harmless by the Employer
         in a manner satisfactory to the Trustee against all consequences of
         such failure to pay. The Trustee is not obligated to defend actions in
         which the Trustee is named but shall notify the Employer or Named
         Administrative Fiduciary of any such action and may tender defense of
         the action to the Employer, the Named Administrative Fiduciary or the
         participant or beneficiary whose interest is affected. The Trustee may
         in its discretion defend any action in which the Trustee is named and
         any expenses, including

<PAGE>

         reasonable attorneys' fees, incurred by the Trustee in that connection
         shall be paid or reimbursed in accordance with Section 4.04 hereof.

Article V

Investments

5.01     Investment Management. The Named Investment Fiduciary shall manage the
         investment of the Trust fund except insofar as (a) a person (an
         "Investment Manager") who meets the requirements of section 3(38) of
         ERISA has authority to manage Trust assets as referred to in Section
         5.02 hereof or (b) the Plan provides for participant or beneficiary
         direction of the investment of assets allocable under the Plan to the
         accounts of such participants and beneficiaries. In the latter
         situation, a list of the participants and beneficiaries and such
         information concerning them as the Trustee may specify shall be
         provided by the Employer or the Named Administrative Fiduciary to the
         Trustee and/or such person(s) as are necessary for the implementation
         of the directions in accordance with procedures acceptable to the
         Trustee. Except as required by ERISA, the Trustee shall invest the
         Trust Fund as directed by the Named Investment Fiduciary, an Investment
         Manager or a Plan participant or beneficiary, as the case may be, and
         the Trustee shall have no discretionary control over, nor any other
         discretion regarding, the investment or reinvestment of any asset of
         the Trust. The Trustee may limit the categories of assets in which the
         Trust Fund may be invested.

         It is understood that the Trustee may, from time to time, have on hand
         funds which are received as contributions or transfers to the Trust
         which are awaiting investment or funds from the sale of Trust assets
         which are awaiting reinvestment or disbursement. Absent receipt by the
         Trustee of a direction from the proper person for the investment or
         reinvestment of such funds or otherwise prior to the application of
         funds in implementation of such a direction the Trustee shall in
         accordance with the Trustee's normal procedures in this regard cause
         such funds to be invested in shares of the applicable money market
         fund. Any such fund may be sponsored, managed or distribution by an
         affiliate of the Trustee. The Employer or the Named Investment
         Fiduciary, as the case may be, hereby acknowledges that it has read the
         current prospectus for the applicable fund, as supplied by the Trustee
         or its designee.

5.02     Investment Managers. The Employer or the Named Investment Fiduciary may
         appoint one or more Investment Managers, who may be an affiliates of
         the Trustee, to direct the Trustee in the investment of all or a
         specified portion of the assets of the Trust. Any such Investment
         Manager shall be directed by the Employer or the Named Investment
         Fiduciary, as the case may be, to act in accordance with the procedures
         referred to in Section 5.04. The Named Investment Fiduciary shall
         notify the Trustee in writing before the effectiveness of the
         appointment or removal of any Investment Manager.

         If there is more than one Investment Manager whose appointment is
         effective under the Plan at any one time, the Trustee shall, upon
         written instructions from the Employer or the Named Investment
         Fiduciary, establish separate funds for control by each such Investment
         Manager. The funds shall consist of those Trust assets designated by
         the Employer or the named Investment Fiduciary.

5.03     Direction of Voting and Other Rights. The voting and other rights in
         securities or other assets held in the Trust shall be exercised by the
         Trustee as directed by the Named Investment Fiduciary or other person
         who at the time has the right as referred to in Section 5.01 hereof to
         direct the investment or reinvestment of the security or other asset
         involved, provided that notwithstanding

<PAGE>

         any provision of the Plan to the contrary, (a) except as provided in
         clause (b) of this Section, such voting and other rights in any such
         security or other asset selected by the Employer or the Named
         Investment Fiduciary shall be exercised by the Named Investment
         Fiduciary and (b) such voting and other rights in any "employer
         security" with respect to the Plan within the meaning of Section
         407(d)(1) of ERISA ("Employer Securities") which is held in an account
         under the Plan over which a Plan participant or beneficiary has control
         as to specific assets to be held therein or which is held in an account
         which consists solely or primarily of Employer Securities shall be
         exercised by the participants or beneficiaries having interest in that
         account. Notwithstanding any provision hereof or of the plan to the
         contrary, (i) in the event a Plan participant or beneficiary or an
         Investment Manager with the right to direct a voting or other decision
         with respect to any security or other asset held in the Trust does not
         communicate any decision on the matter to the Trustee or the Trustee's
         designee by the time prescribed by the Trustee or the Trustee's
         designee for that purpose or if the Trustee notifies the named
         Investment Fiduciary either that it does not have precise information
         as to the securities or other assets involved allocated on the
         applicable record date to the accounts of all participants and
         beneficiaries or that time constraints make it unlikely that
         participant, beneficiary or Investment Manager direction, as the case
         may be, can be received on a timely basis, the decision shall be the
         responsibility of the Named Investment Fiduciary and shall be
         communicated to the Trustee on a timely basis, and (ii) in the event
         the Named Investment Fiduciary with any right under the Plan or
         hereunder to direct a voting or other decision with respect to any
         security or other asset held in the Trust, including any such right
         under clause (a) or clause (i) of this Section, does not communicate
         any decision on the matter to the Trustee or directions the Trustee's
         designee by the time prescribed by the Trustee for that purpose, the
         Trustee may, at the cost of the Employer, obtain advice from a bank,
         insurance company, investment adviser or other investment professional
         (including any affiliate of the Trustee) or retain an Investment
         Manager or independent fiduciary with full discretion to make the
         decision. Except as required by ERISA, the Trustee shall (a) follow all
         directions above-referred to in this Section and (b) shall have no duty
         to exercise voting or other rights relating to any such security or
         other asset.

5.04     Investment Directions. Directions for the investment or reinvestment of
         Trust assets or directions of a type referred to in Section 5.03 from
         the Employer, the Named Investment Fiduciary, an Investment Manager or
         a Plan participant or beneficiary, as the case may be, shall, in a
         manner and in accordance with procedures acceptable to the Trustee, be
         communicated to and implemented by, as the case may be, the Trustee,
         the Trustee's designee or, with the Trustee's consent, the
         broker/dealer designated for the purpose by the Employer or the Named
         Investment Fiduciary. Communication of any such direction to such a
         designee or broker/dealer shall conclusively be deemed an authorization
         to the designee or broker/dealer to implement the direction even though
         coming from a person other than the Trustee. The Trustee shall have no
         liability for its or any other person's following such directions or
         failing to act in the absence of any such directions. The Trustee shall
         have no liability for the acts or omissions of any person directing the
         investment or reinvestment of Trust Fund assets or making or failing to
         make any direction referred to in Section 5.03. Neither shall the
         Trustee have any duty or obligation to review any such investment or
         other direction, act or omission or, except upon receipt of a proper
         direction, to invest or otherwise manage any asset of the Trust which
         is subject to the control of any such person or to exercise any voting
         or other right referred to in Section 5.03.

5.05     Communication of Proxy and Other Materials. The Employer or Named
         Administrative Fiduciary shall establish a procedure acceptable to the
         Trustee for the timely dissemination to each person entitled to direct
         the Trustee or its designee as to a voting or other decision called for
         thereby or referred to therein of all proxy and other materials bearing
         on the decision. In the case of Employer Securities, at such time as
         proxy or other materials bearing thereon are disseminated

<PAGE>

         generally to owners of Employer Securities in accordance with appliable
         law, the Employer shall cause a copy of such proxy or other materials
         to be delivered directly to the Trustee and, thereafter, shall promptly
         deliver to the Trustee such number of additional copies of the proxy or
         other materials as the Trustee may request.

5.06     Common and Collective Trust Funds. Any person authorized to direct the
         investment of Trust assets may, if the Trustee and the Named Investment
         Fiduciary so permit, direct the Trustee to invest such assets in a
         common or collective trust maintained by the Trustee or its affiliate
         for the investment of assets of qualified trusts under section 401(a)
         of the Code, individual retirement accounts under section 408(a) of the
         Code and plans or governmental units described in section 818(a)(6) of
         the Code. The documents governing any such common or collective trust
         fund maintained by the Trustee, or its affiliate and in which Trust
         assets have been invested, are hereby incorporated into this Trust
         Agreement by reference.

Article VI

Responsibilities and Indemnity

6.01     Relationship of Fiduciaries. Each fiduciary of the Plan and the Trust
         shall be solely responsible for its own acts or omissions. The Trustee
         shall have no duty to question any other Plan fiduciary's performance
         of fiduciary duties allocated to such other fiduciary pursuant to the
         Plan. The Trustee shall not be responsible for the breach of
         responsibility by any other Plan fiduciary except as required under
         ERISA.

6.02     Benefit of Participants. Each fiduciary shall, within the meaning of
         the Code and ERISA, discharge its duties with respect to the Trust
         solely in the interest of participants in the Plan and their
         beneficiaries and for the exclusive purpose of providing benefits to
         such participants and beneficiaries and defraying reasonable expenses
         of administering the Plan.

6.03     Status of Trustee. The Trustee acknowledges its status as a "fiduciary"
         of the Plan within the meaning of ERISA.

6.04     Location of Indicia of Ownership. Except as permitted by ERISA, the
         Trustee shall not maintain the indicia of ownership of any assets of
         the Trust outside the jurisdiction of the district courts of the United
         States.

6.05     Trustee's Reliance. The Trustee shall have no duty to inquire whether
         directions by the Employer, the Named Administrative Fiduciary the
         Named Investment Fiduciary or any other person conform to the Plan, and
         the Trustee shall be fully protected in relying on any such direction
         communicated in accordance with procedures acceptable to the Trustee
         from any person who the Trustee reasonably believes is a proper person
         to give the direction. The Trustee shall have no liability to any
         participation, any beneficiary or any other person for payments made,
         any failure to make payments, or any discontinuance of payments, on
         direction of the Named Administrative Fiduciary, the Named Investment
         Fiduciary or any designee of either of them or for any failure to make
         payments in the absence of directions from the Named Administrative
         Fiduciary or any person responsible for or purporting to be responsible
         for directing the investment of Trust assets. The Trustee shall have no
         obligation to request proper directions from any person. The Trustee
         may request instructions from the Named Administrative Fiduciary or the
         Named Investment Fiduciary and shall have no duty to act or liability
         for failure to act if such instructions are not forthcoming. The
         Trustee shall have no responsibility to determine whether the Trust
         Fund is sufficient to meet the liabilities under the Plan, and shall
         not be liable for payments or Plan liabilities in excess of the Trust
         Fund.

<PAGE>

6.06     Indemnification. The Employer hereby indemnifies the Trustee against,
         and shall hold the Trustee harmless from, any and all loss, claims,
         liability and expense, including reasonable attorneys' fees, imposed
         upon the Trustee or incurred by the Trustee as a result of any acts
         taken, or any failure to act, in accordance with the directions from
         the Named Administrative Fiduciary, Named Investment Fiduciary,
         Investment Manager or any other person specified in Article IV or V
         hereof, or any designee of any such person, or by reason of the
         Trustee's good faith execution of its duties with respect to the Trust,
         including, but not limited to, its holding of assets of the Trust as
         provided for in Section 3.02, the Employer's obligations in the
         foregoing regard to be satisfied promptly on request by the Trustee,
         unless the loss, claim, liability or expense involved resulted from the
         negligence or willful misconduct of the Trustee.

6.07     Protection of Designees. To the extent that any designee of the Trustee
         is performing a function of the Trustee under this Trust Agreement, the
         designee shall have the benefit of all of the applicable limitations on
         the scope of the Trustee's duties and liabilities, all applicable
         rights of indemnification granted hereunder to the Trustee and all
         other applicable protections of any nature afforded to the Trustee.

Article VII

Powers of Trustee

7.01     Nondiscretionary Investment Powers. At the direction of the person
         authorized to direct such action as referred to in Article V hereof,
         but limited to those assets or categories of assets acceptable to the
         Trustee as referred to in Section 5.01, the Trustee, or the Trustee's
         designee or a broker/dealer as referred to in Section 5.04, is
         authorized and empowered:

         (a)   To invest and reinvest the Trust Fund, together with the income
               therefrom, in common stock, preferred stock, convertible
               preferred stock, bonds, debentures, convertible debentures and
               bonds, mortgages, notes, commercial paper and other evidences of
               indebtedness (including those issued by the Trustee), shares of
               mutual funds (which funds may be sponsored, managed or offered by
               an affiliate of the Trustee), guaranteed investment contracts,
               bank investment contracts, other securities, policies of life
               insurance, annuity contracts, options, options to buy or sell
               securities or other assets and all other property of any type
               (personal, real or mixed, and tangible or intangible);

         (b)   To deposit or invest all or any part of the assets of the Trust
               in savings accounts or certificates of deposit or other deposits
               in a bank or savings and loan association or other depository
               institution, including the Trustee or any of its affiliates;
               provided that with respect to such deposits with the Trustee or
               an affiliate, the deposits bear a reasonable interest rate;


         (c)   To hold, manage, improve, repair and control all property, real
               or personal, forming part of the Trust Fund: to sell, convey,
               transfer, exchange, partition, lease for any term, even extending
               beyond the duration of this Trust, and otherwise dispose of the
               same from time to time;

         (d)   To have, respecting securities, all the rights, powers and
               privileges of an owner, including the power to give proxies, pay
               assessments and other sums deemed by the Trustee necessary for
               the protection of the Trust Fund: to vote any corporate stock
               either in person or by proxy, with or without power of
               substitution, for any purpose; to participate in voting trusts,
               pooling agreements, foreclosures, reorganizations, consolidation,
               mergers

<PAGE>

               and liquidations, and in connection therewith to deposit
               securities with or transfer title to any protective or other
               committee; to exercise or sell stock subscriptions or conversion
               rights; and, regardless of any limitation elsewhere in this
               instrument relative to investments by the Trustee, to accept and
               retain as an investment any securities or other property received
               through the exercise of any of the foregoing powers;

         (e)   Subject to Section 5.01 hereof, to hold in cash such portion of
               the Trust Fund which it is directed to so hold pending
               investments, or payment of expenses, or the distribution of
               benefits;

         (f)   To take such actions as may be necessary or desirable to protect
               the Trust from loss due to the default on mortgages held in the
               Trust including the appointment of agents or trustees in such
               other jurisdictions as may seem desirable, to transfer property
               to such agents or trustees, to grant to such agents such powers
               as are necessary or desirable to protect the Trust Fund, to
               direct such agent or trustee, or to delegate such power to
               direct, and to remove such agent or trustee;

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

         (h)   To invest in any common or collective trust fund of the type
               referred to in Section 5.06 hereof maintained by the Trustee or
               its affiliate;

         (i)   To exercise all of the further rights, powers, options and
               privileges granted, provided for, or vested in trustees generally
               under the laws of the state in which the Trustee is incorporated
               as set forth above, so that the powers conferred upon the Trustee
               herein shall not be in limitation of any authority conferred by
               law, but shall be in addition thereto;

         (j)   To borrow money from any source and to execute promissory notes,
               mortgages or other obligations and to pledge or mortgage any
               trust assets as security, subject to applicable requirements of
               the Code and ERISA; and

         (k)   To maintain accounts at, execute transactions through, and lend
               on an adequately secured basis stocks, bonds or other securities
               to, any brokerage or other firm, including any firm which is an
               affiliate of the Trustee.

7.02     Additional Powers of Trustee. To the extent necessary or which it deems
         appropriate to implement its powers under Section 7.01 or otherwise to
         fulfill any of its duties and responsibilities as trustee of the Trust
         Fund, the Trustee shall have the following additional powers and
         authority;

         (a)   to register securities, or any other property, in its name or in
               the name of any nominee, including the name of any affiliate or
               the nominee name designated by any affiliate, with or without
               indication of the capacity in which property shall be held, or to
               hold securities in bearer form and to deposit any securities or
               other property in a depository or clearing corporation;

         (b)   to designate and engage the services of, and to delegate powers
               and responsibilities to, such agents, representatives, advisors,
               counsel and accountants as the Trustee considers necessary or
               appropriate, any of whom may be an affiliate of the Trustee or a
               person who renders services to such an affiliate, and, as a part
               of its expenses under this Trust Agreement, to pay their
               reasonable expenses and compensation;

<PAGE>

         (c)   to make, execute and deliver, as Trustee, any and all deeds,
               leases, mortgages, conveyances, waivers, releases or other
               instruments in writing necessary or appropriate for the
               accomplishment of any of the powers listed in this Trust
               Agreement; and
         (d)   generally to do all other acts which the Trustee deems necessary
               or appropriate for the protection of the Trust Fund.

Article VIII

Records, Accountings and Valuations

8.01     Records. The Trustee shall maintain or cause to be maintained accurate
         records and accounts of all Trust transactions and assets. The records
         and accounts shall be available at reasonable times during normal
         business hours for inspection or audit by the Named Administrative
         Fiduciary and the Named Investment Fiduciary or any person designated
         for the purpose by either of them.

8.02     Accountings. Within 90 days following the close of each fiscal year of
         the Plan or the effective date of the removal or resignation of the
         Trustee, the Trustee shall file with the Named Administrative Fiduciary
         a written accounting setting forth all transactions since the end of
         the period covered by the last previous accounting. The accounting
         shall include a listing of the assets of the Trust showing the value of
         such assets at the close of the period covered by the accounting. On
         direction of the Named Administrative Fiduciary, and if previously
         agreed to by the Trustee, the Trustee shall submit to the Named
         Administrative Fiduciary interim valuations, reports or other
         information pertaining to the Trust.

         The Named Administrative Fiduciary may approve the accounting by
         written approval delivered to the Trustee or by failure to deliver
         written objections to the Trustee within 60 days after receipt of the
         accounting. Any such approval shall be binding on the Employer, the
         Named Administrative Fiduciary, the Named Investment Fiduciary and, to
         the extent permitted by ERISA, all other persons.

8.03     Valuation. The assets of the Trust shall be valued as of each valuation
         date under the Plan at fair market value as determined by the Trustee
         based upon such sources of information as it may deem reliable,
         including, but not limited to, stock market quotations, statistical
         evaluation services, newspapers of general circulation, financial
         publications, advice from investment counselors or brokerage firms, or
         any combination of sources. The reasonable costs incurred in
         establishing values of the Trust Fund shall be a charge against the
         Trust Fund, unless paid by the Employer.

         When The Trustee is unable to arrive at a value based upon information
         from independent sources, it may rely upon information from the
         Employer, Named Administrative Fiduciary, Named Investment Fiduciary,
         appraisers, or other sources, and shall not incur any liability for
         inaccurate valuation based in good faith upon such information.

8.04     Loans. In the event that participant loans are available under the
         Plan, the Trustee shall reflect one aggregate balance for participant
         loans under the Plan and shall reflect changes thereto only as directed
         by the Employer or Named Administrative Fiduciary. The Trustee has no
         responsibility with respect to maintenance of promissory notes or
         monitoring of loan amortization schedules.

Article IX

Resignation and Removal of Trustee

<PAGE>

9.01     Resignation. The Trustee may resign at any time upon at least 30 days'
         written notice to the Employer.

9.02     Removal. The Employer may remove the Trustee upon at least 30 days'
         written notice to the Trustee.

9.03     Appointment of a Successor. Upon resignation or removal of the Trustee,
         the Employer shall appoint a successor trustee. Upon failure of the
         Employer to appoint, or the failure of the effectiveness of the
         appointment by the Employer of, a successor trustee by the effective
         date of the resignation or removal, the Trustee may apply to any court
         of competent jurisdiction for the appointment of a successor.

         Promptly after receipt by the Trustee of notice of the effectiveness of
         the appointment of the successor trustee, the Trustee shall deliver to
         the successor trustee such records as may be reasonably requested to
         enable the successor trustee to properly administer the Trust Fund and
         all property of the Trust after deducting therefrom such amounts as the
         Trustee deems necessary to provide for expenses, taxes, compensation or
         other amounts due to or by the Trustee pursuant to Sections 4.04 or
         5.03 hereof not paid by the Employer prior to the delivery.

9.04     Settlement of Account. Upon resignation or removal of the Trustee,
         the Trustee shall have the right to a settlement of its account, which
         settlement shall be made, at the Trustee's option, either by an
         agreement of settlement between the Trustee and the Employer or by a
         judicial settlement in an action instituted by the Trustee.

9.05     Expenses and Compensation. The Trustee shall not be obligated to
         transfer Trust assets until the Trustee is provided assurance by the
         Employer satisfactory to the Trustee that all fees and expenses
         reasonably anticipated will be paid.

9.06     Termination of Responsibility and Liability. Upon settlement of the
         account and transfer of the Trust Fund to the successor trustee, all
         rights and privileges under this Trust Agreement shall vest in the
         successor trustee and all responsibility and liability of the Trustee
         with respect to the Trust and assets thereof shall, except as otherwise
         required by ERISA, terminate subject only to the requirement that the
         Trustee execute all necessary documents to transfer the Trust assets to
         the successor Trustee.

Article X

Amendment and Termination

10.01    Amendment. The Employer reserves the right to amend this Trust
         Agreement, provided that no amendment of this Trust Agreement or the
         Plan shall be effective which would (a) cause any assets of the Trust
         Fund to be used for, or diverted to, purposes other than the exclusive
         benefit of Plan participants or their beneficiaries other than an
         amendment permissible under the Code and ERISA, or (b) affect the
         rights, duties, responsibilities, obligations or liabilities of the
         Trustee without the Trustee's written consent. The Employer shall amend
         this Trust Agreement as requested by the Trustee to reflect changes in
         law which counsel for the Trustee advises the Trustee require such
         changes. Amendments to the Trust Agreement or a certified copy of the
         amendments shall be delivered to the Trustee promptly after adoption,
         and if practicable under the circumstances, any proposed amendment
         under consideration by the Employer shall be communicated to the
         Trustee to permit the Trustee to review and comment thereon in due
         course before the Employer acts on the proposed amendment.

<PAGE>

10.02    Termination. The Trust may be terminated by the Employer upon at
         least 60 days' written notice to the Trustee. Upon such termination,
         and subject to Section 11.01 hereof, the Trust Fund shall be
         distributed as directed by the Named Administrative Fiduciary.

Article XI

Miscellaneous

11.01    Exclusive Benefit Rule. Except as provided in Section 11.02, or as
         otherwise permitted or required by ERISA or the Code, no asset of the
         Trust shall be used for, or diverted to, purposes other than the
         exclusive benefit of Plan participants or their beneficiaries or for
         the reasonable expenses of administering the Plan and Trust until all
         liabilities for benefits due Plan participants or their beneficiaries
         have been satisfied.

11.02    Refunds to Employer. The Trustee shall, upon the written direction of
         the Named Administrative Fiduciary which shall include a certification
         that such action is proper under the Plan, ERISA and the Code
         specifying any relevant sections thereof, return to the Employer any
         amount referred to in Section 403(e)(2) of ERISA.

11.03    Authorized Action. Any action to be taken under this Trust Agreement
         by an Employer or other person which is: (a) a corporation shall be
         taken by the board of directors of the corporation or any person or
         persons duly empowered by the board of directors to take the action
         involved, (b) a partnership shall be taken by an authorized general
         partner of the partnership, and (c) a sole proprietorship by the sole
         proprietor.

11.04    Text of Plan. The Employer represents that, prior to the execution of
         this Trust Agreement by both parties, it delivered to the Trustee the
         text of the Plan as in effect as of the date of this Trust Agreement.
         The Employer shall deliver to the Trustee promptly after adoption
         thereof a certified copy of any amendment of the Plan.

11.05    Conflict with Plan. The rights, duties, responsibilities, obligations
         and liabilities of the Trustee are as set forth in this Trust
         Agreement, and no provision of the Plan or any other document shall be
         deemed to affect such rights, duties, responsibilities, obligations and
         liabilities. If there is a conflict between provisions of the Plan and
         this Trust Agreement with respect to any subject involving the Trustee,
         including but not limited to the responsibility, authority or powers of
         the Trustee, the provisions of this Trust Agreement shall be
         controlling.

11.06    Failure to Maintain Qualification. If the Trust fails to qualify as a
         qualified trust under section 401(a) of the Code, or loses its status
         as such a qualified trust, the Employer shall immediately so notify the
         Trustee, and the Trustee shall, without further notice or direction,
         remove the Trust assets from any common or collective trust fund
         maintained by the Trustee or its affiliate for investments by qualified
         trusts.

11.07    Governing Law and Construction. This Trust Agreement and the Trust
         shall be construed, administered and governed under ERISA and other
         pertinent federal law, and to the extent that federal law is
         inapplicable, under the laws of the state in which the Trustee is
         incorporated as set forth above. If any provision of this Trust
         Agreement is susceptible to more than one interpretation, the
         interpretation to be given is that which is consistent with the Trust
         being a qualified trust under section 401(a) of the Code. If any
         provision of this Trust Agreement is held by a court of competent
         jurisdiction to be invalid or unenforceable, the remaining provisions
         shall continue to be fully effective to the extent possible under the
         circumstances.

<PAGE>

11.08    Successors and Assigns. This Trust Agreement shall inure to the
         benefit of and be binding upon the parties hereto and their respective
         successors and assigns.

11.09    Gender. As used in this Trust Agreement, the masculine gender shall
         include the feminine and the neuter genders and the singular shall
         include the plural and the plural the singular, as the context
         requires.

11.10    Headings. Headings and subheadings in this Trust Agreement are for
         convenience of reference only and are not to be considered in the
         construction of the provisions of the Trust Agreement.

11.11    Counterparts. This Trust Agreement may be executed in several
         counterparts, each of which shall be deemed an original, and these
         counterparts shall constitute one and the same instrument which may be
         sufficiently evidenced by any one counterpart.

<PAGE>

IN WITNESS WHEREOF, the Employer and the Trustee have executed this Trust
Agreement each by action of a duly authorized person.

Employer:_______________________________________________________________________

By (signature):_________________________________________________________________

Name:___________________________________________________________________________

Title:__________________________________________________________________________


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         Merrill Lynch Trust____________________________________

         By:_____________________________________________________________

         Name:___________________________________________________________

         Title:__________________________________________________________
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Plan Sponsor Copy

   The shaded areas will be completed by Merrill Lynch Trust.

<PAGE>

IN WITNESS WHEREOF, the Employer and the Trustee have executed this Trust
Agreement each by action of a duly authorized person.

Employer:______________________________________________________________________

By (signature):________________________________________________________________

Name:__________________________________________________________________________

Title:_________________________________________________________________________

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         Merrill Lynch Trust_____________________________

         By:__________________________________________________________

         Name:________________________________________________________

         Title:_______________________________________________________
--------------------------------------------------------------------------------


Merrill Lynch Trust Copy

   The shaded areas will be completed by Merrill Lynch Trust.