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                                                                    EXHIBIT 10.3









                           WILSONS THE LEATHER EXPERTS
                           401(K) PROFIT SHARING PLAN

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2002,
                    BUT WITH CERTAIN RETROACTIVE AMENDMENTS)


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                           WILSONS THE LEATHER EXPERTS
                           401(K) PROFIT SHARING PLAN

                                TABLE OF CONTENTS

ARTICLE I     GENERAL
Sec. 1.1      Name of Plan ....................................................1
Sec. 1.2      Purpose .........................................................1
Sec. 1.3      Effective Date ..................................................1
Sec. 1.4      Company .........................................................1
Sec. 1.5      Participating Employers .........................................1
Sec. 1.6      Construction and Applicable Law .................................1
Sec. 1.7      Benefits Determined Under Provisions in Effect at
                Termination of Employment .....................................2
Sec. 1.8      Effective Date of Document ......................................2
Sec. 1.9      Merger of El Portal and Bentley's Plans .........................2

ARTICLE II    MISCELLANEOUS DEFINITIONS
Sec. 2.1      Account .........................................................3
Sec. 2.2      Active Participant ..............................................3
Sec. 2.3      Affiliate .......................................................3
Sec. 2.4      Beneficiary .....................................................3
Sec. 2.5      Board ...........................................................3
Sec. 2.6      Certified Earnings ..............................................3
Sec. 2.7      Code ............................................................4
Sec. 2.8      Common Control ..................................................4
Sec. 2.9      ERISA ...........................................................4
Sec. 2.10     Family Member ...................................................4
Sec. 2.11     Forfeitures .....................................................4
Sec. 2.12     Fund ............................................................4
Sec. 2.13     Funding Agency ..................................................4
Sec. 2.14     Highly Compensated Associate ....................................4
Sec. 2.15     Leased Employee .................................................5
Sec. 2.16     Named Fiduciary .................................................6
Sec. 2.17     Non-Highly Compensated Associat .................................6
Sec. 2.18     Normal Retirement Age ...........................................6
Sec. 2.19     Participant .....................................................6
Sec. 2.20     Plan Year .......................................................6
Sec. 2.21     Predecessor Employer ............................................6
Sec. 2.22     Qualified .......................................................7
Sec. 2.23     Successor Employer ..............................................7
Sec. 2.24     Top-Heavy Plan ..................................................7
Sec. 2.25     Valuation Date ..................................................7

ARTICLE III   SERVICE PROVISIONS
Sec. 3.1      Employment Commencement Date ....................................8
Sec. 3.2      Termination of Employment .......................................8
Sec. 3.3      Hours of Service ................................................8
Sec. 3.4      Eligibility Computation Period ..................................9
Sec. 3.5      Year of Eligibility Service .....................................9


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Sec. 3.6      Vesting Service ................................................10
Sec. 3.7      Recognized Break in Service ....................................10
Sec. 3.8      Periods of Military Service ....................................11

ARTICLE IV    PLAN PARTICIPATION
Sec. 4.1      Entry Date .....................................................12
Sec. 4.2      Eligibility for Participation ..................................12
Sec. 4.3      Duration of Participation ......................................12
Sec. 4.4      No Guarantee of Employment .....................................13

ARTICLE V     CONTRIBUTIONS
Sec. 5.1      Pre-Tax Contributions ..........................................14
Sec. 5.2      Matching Contributions .........................................15
Sec. 5.3      Profit Sharing Contributions ...................................16
Sec. 5.4      Adjustment of Contributions Required by Code
                Section 401(k) ...............................................17
Sec. 5.5      Distribution of Excess Deferrals ...............................20
Sec. 5.6      Adjustment of Contributions Required by Code
                Section 401(m) ...............................................21
Sec. 5.7      Multiple Use of the Alternative Limitations ....................23
Sec. 5.8      Time of Contributions ..........................................24
Sec. 5.9      Allocations ....................................................25
Sec. 5.10     Limitations on Contributions ...................................25

ARTICLE VI    LIMITATION ON ALLOCATIONS
Sec. 6.1      Limitation on Allocations ......................................26

ARTICLE VII   INDIVIDUAL ACCOUNTS
Sec. 7.1      Accounts for Participants ......................................29
Sec. 7.2      Valuation Procedure ............................................29
Sec. 7.3      Investment of Accounts .........................................30
Sec. 7.4      Participant Statements .........................................31
Sec. 7.5      Rollover Accounts ..............................................31

ARTICLE VIII  DESIGNATION OF BENEFICIARY
Sec. 8.1      Persons Eligible to Designate ..................................33
Sec. 8.2      Special Requirements for Married Participants ..................33
Sec. 8.3      Form and Method of Designation .................................33
Sec. 8.4      No Effective Designation .......................................33
Sec. 8.5      Successor Beneficiary ..........................................34
Sec. 8.6      Insurance Contract .............................................34

ARTICLE IX    BENEFIT REQUIREMENTS
Sec. 9.1      Benefit on Retirement or Disability ............................35
Sec. 9.2      Other Termination of Employment ................................35
Sec. 9.3      Death ..........................................................37
Sec. 9.4      Withdrawals Before Termination of Employment ...................37
Sec. 9.5      Loans to Participants ..........................................39

ARTICLE X     DISTRIBUTION OF BENEFITS
Sec. 10.1     Time and Method of Payment .....................................43
Sec. 10.2     Distribution In Cash Only ......................................46
Sec. 10.3     Accounting Following Termination of Employment .................46


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Sec. 10.4     Reemployment ...................................................46
Sec. 10.5     Source of Benefits .............................................46
Sec. 10.6     Incompetent Payee ..............................................46
Sec. 10.7     Benefits May Not Be Assigned or Alienated ......................46
Sec. 10.8     Payment of Taxes ...............................................47
Sec. 10.9     Conditions Precedent ...........................................47
Sec. 10.10    Company Directions to Funding Agency ...........................47
Sec. 10.11    Effect on Unemployment Compensation ............................47
Sec. 10.12    Special Distribution Events ....................................47

ARTICLE XI    FUND
Sec. 11.1     Composition ....................................................48
Sec. 11.2     Funding Agency .................................................48
Sec. 11.3     Compensation and Expenses of Funding Agency ....................48
Sec. 11.4     Funding Policy .................................................48
Sec. 11.5     Securities and Property of Participating Employers .............48
Sec. 11.6     No Diversion ...................................................49

ARTICLE XII   ADMINISTRATION OF PLAN
Sec. 12.1     Administration by Company ......................................50
Sec. 12.2     Certain Fiduciary Provisions ...................................50
Sec. 12.3     Discrimination Prohibited ......................................51
Sec. 12.4     Evidence .......................................................51
Sec. 12.5     Correction of Errors ...........................................51
Sec. 12.6     Records ........................................................51
Sec. 12.8     Prohibited Transactions ........................................52
Sec. 12.9     Claims Procedure ...............................................52
Sec. 12.10    Bonding ........................................................52
Sec. 12.11    Waiver of Notice ...............................................52
Sec. 12.12    Agent For Legal Process ........................................52
Sec. 12.13    Indemnification ................................................52

ARTICLE XIII  AMENDMENT, TERMINATION, MERGER
Sec. 13.1     Amendment ......................................................53
Sec. 13.2     Permanent Discontinuance of Contributions ......................53
Sec. 13.3     Termination ....................................................54
Sec. 13.4     Partial Termination ............................................54
Sec. 13.5     Merger, Consolidation, or Transfer of Plan Assets ..............54
Sec. 13.6     Deferral of Distributions ......................................54
Sec. 13.7     Reorganizations of Participating Employers .....................54
Sec. 13.8     Discontinuance of Joint Participation of a
                Participating Employer .......................................55
Sec. 13.9     Participating Employers Not Under Common Control ...............55

ARTICLE XIV   TOP-HEAVY PLAN PROVISIONS
Sec. 14.1     Key Employee Defined ...........................................56
Sec. 14.2     Determination of Top-Heavy Status ..............................56
Sec. 14.3     Minimum Contribution Requirement ...............................58
Sec. 14.4     Vesting Schedule ...............................................59
Sec. 14.5     Definition of Employer .........................................59
Sec. 14.6     Exception For Collective Bargaining Unit .......................59


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ARTICLE XV    MISCELLANEOUS PROVISIONS
Sec. 15.1     Insurance Company Not Responsible for Validity of Plan .........60
Sec. 15.2     Headings .......................................................60
Sec. 15.3     Capitalized Definitions ........................................60
Sec. 15.4     Gender .........................................................60
Sec. 15.5     Use of Compounds of Word "Here" ................................60
Sec. 15.5     Construed as a Whole ...........................................60


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                           WILSONS THE LEATHER EXPERTS
                           401(K) PROFIT SHARING PLAN

                                    ARTICLE I

                                     GENERAL
                                     -------

     SEC. 1.1 NAME OF PLAN. The name of the discretionary contribution profit
sharing plan set forth herein is Wilsons The Leather Experts 401(k) Profit
Sharing Plan. It is sometimes herein referred to as the "Plan". The Plan holds
certain accounts that were transferred to this Plan in a spinoff of a portion of
the 401(k) Profit Sharing Plan of Melville Corporation and Affiliated Companies
(hereinafter referred to as the "Melville Plan").

     SEC. 1.2 PURPOSE. The Plan has been established so that eligible associates
may have an additional source of retirement income.

     SEC. 1.3 EFFECTIVE DATE. The "Effective Date" of the Plan, the date as of
which the Plan was established, is May 26, 1996.

     SEC. 1.4 COMPANY. The "Company" is Wilsons The Leather Experts Inc., a
Minnesota corporation, acting through its agent, River Hills Wilsons, Inc., and
any Successor Employer thereof.

     SEC. 1.5 PARTICIPATING EMPLOYERS. The Company is a Participating Employer
in the Plan. With the consent of the Company, any other employer may also become
a Participating Employer in the Plan effective as of the date specified by it in
its adoption of the Plan. Any Successor Employer to a Participating Employer
shall also be a Participating Employer in the Plan. The other Participating
Employers are:

     (a)  River Hills Wilsons, Inc., a Minnesota corporation, effective May 26,
          1996.
     (b)  Wilsons Leather Holdings Inc., a Minnesota corporation, effective May
          26, 1996.
     (c)  El Portal Group, Inc., a Nevada Corporation, effective January 1,
          2002.
     (d)  Bentley's Luggage Corp., a Florida corporation, effective January 1,
          2002.
     (e)  Any other direct or indirect domestic U.S. subsidiary of the Company
          which employs Qualified Associates, and which does not maintain a plan
          under Code section 401(a) or (k) that covers its employees, effective
          as of the earliest date on or after the Effective Date that any of its
          employees satisfies the eligibility requirements of Article IV.

     SEC. 1.6 CONSTRUCTION AND APPLICABLE LAW. The Plan is intended to meet the
requirements for qualification under section 401(a) of the Code and the
requirements applicable to qualified cash or deferred arrangements under section
401(k) of the Code. The Plan is also intended to be in full compliance with
applicable requirements of ERISA. The Plan shall be administered and construed
consistent with said intent. It shall also be construed and administered
according to the laws of the State of Minnesota to the extent that such laws are
not preempted by the laws of the United States of America. All controversies,
disputes, and claims arising hereunder shall be submitted to the United States
District Court for the District of Minnesota, except as otherwise provided in
any trust agreement entered into with a Funding Agency.

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     SEC. 1.7 BENEFITS DETERMINED UNDER PROVISIONS IN EFFECT AT TERMINATION OF
EMPLOYMENT. Except as may be specifically provided herein to the contrary,
benefits under the Plan attributable to service prior to a Participant's
Termination of Employment shall be determined and paid in accordance with the
provisions of the Plan as in effect as of the date the Termination of Employment
occurred unless he or she becomes an Active Participant after that date and such
active participation causes a contrary result under the provisions hereof.
However, the provisions of this document shall apply to any such Participant to
the extent necessary to maintain the qualified status of the Plan under Code
section 401(a) or to comply with the requirements of ERISA.

     SEC. 1.8 EFFECTIVE DATE OF DOCUMENT. Unless a different date is specified
for some purpose in this document, the provisions of this Plan document are
generally effective as of January 1, 2002. However, any provision necessary to
comply with a requirement of federal legislation or a Treasury regulation which
has an earlier effective date shall be effective retroactively to the date
required by the applicable law or regulation.

     SEC. 1.9 MERGER OF EL PORTAL AND BENTLEY'S PLANS. The El Portal Group
401(k) Plan and the Bentley's Luggage Corp. Employees' Profit Sharing Plan are
being merged into this Plan effective March 1, 2002. Each account held in said
plans shall continue to be held separately as the comparable type of Account
under this Plan until distributed to the Participant or Beneficiary pursuant to
the provisions of this Plan. Such Accounts shall be subject to the provisions of
this Plan that apply to that type of Account except to the extent special rules
are provided herein that specifically apply to such Accounts.

     (a)  To the extent any provision of this Plan is required to apply to
          either of the merged plans to conform that plan to a change in federal
          law or a Treasury regulation that has an effective date prior to the
          plan merger date, that provision shall be deemed to be an amendment of
          the merged plan retroactive to the effective date of the applicable
          law or regulation.

     (b)  Notwithstanding anything in Article X to the contrary, if all or any
          part of an Account from a merged plan was subject to any optional
          settlement under the provisions of the El Portal or Bentley's Plan in
          effect immediately prior to March 1, 2002 which is required to be
          maintained by Code section 411(d)(6), that optional settlement shall
          continue to apply to said portion (but only said portion) of the
          merged Account until June 30, 2002. Such optional settlement shall be
          governed by the applicable provisions of the El Portal Plan or the
          Bentley's Plan in effect immediately prior to March 1, 2002 to the
          extent that such provisions are not contrary to any applicable law or
          regulation.


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                                   ARTICLE II

                            MISCELLANEOUS DEFINITIONS
                            -------------------------

     SEC. 2.1 ACCOUNT. "Account" means a Participant's or Beneficiary's interest
in the Fund of any of the types described in Sec. 7.1.

     SEC. 2.2 ACTIVE PARTICIPANT. An individual is an "Active Participant" only
while he or she is both a Participant and a Qualified Associate.

     SEC. 2.3 AFFILIATE. "Affiliate" means any trade or business entity under
Common Control with a Participating Employer, or under Common Control with a
Predecessor Employer while it is such.

     SEC. 2.4 BENEFICIARY. "Beneficiary" means the person or persons designated
as such pursuant to the provisions of Article VIII.

     SEC. 2.5 BOARD. The "Board" is the board of directors of the Company, and
includes any executive committee thereof authorized to act for said board of
directors.

     SEC. 2.6 CERTIFIED EARNINGS. "Certified Earnings" of a Participant from a
Participating Employer for a Plan Year or other period means the amount
determined by the Participating Employer and reported to the Company to be the
total regular basic compensation, including bonuses under a position-specific
defined plan, overtime pay, pay for earned vacation, and sick pay or salary
continuance pay, paid to the Participant by the Participating Employer on or
after June 1, 1996 and during such Plan Year or other period for service as a
Qualified Associate, subject to the following:

     (a)  Certified Earnings include Pre-Tax Contributions to this Plan and any
          contributions made by salary reduction to any other plan which meets
          the requirements of Code sections 125 or 401(k) (or of Code section
          132(f)(4) commencing January 1, 2001) whether or not such
          contributions are actually excludable from the Participant's gross
          income for federal income tax purposes. Certified Earnings do not
          include Profit Sharing Contributions, Special Profit Sharing
          Contributions or Matching Contributions to this Plan.

     (b)  Allowances or reimbursements for expenses, relocation payments or cost
          of living allowances, severance pay, payments or contributions to or
          for the benefit of the individual under any other deferred
          compensation, pension, profit sharing, insurance, short-term
          disability, long-term disability, or other employee benefit plan or
          policy, workers' compensation payments, imputed income, stock options,
          stock appreciation rights, restricted stock awards or cash payments in
          lieu thereof, special ad hoc incentive awards such as individual
          recognition awards, contests or one-time incentive awards, merchandise
          or service discounts, equalization payments to expatriates, non-cash
          awards, benefits in the form of property or the use of property, or
          other similarfringe benefits or forms of special pay shall not be
          included in computing Certified Earnings, except as provided in
          subsection (a) or to the extent such amounts are required to be
          included in determining the individual's regular rate of pay under the
          Federal Fair Labor Standards Act for purposes of computing overtime
          pay thereunder.


                                       -3-

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     (c)  Effective for Plan Years commencing after 1996 and prior to 2000,
          Certified Earnings of a Participant for any Plan Year shall not exceed
          $160,000. Effective for the Plan Years commencing in 2000 and 2001,
          Certified Earnings of a Participant for any Plan Year shall not exceed
          $170,000. Effective for Plan Years commencing during or after 2002,
          Certified Earnings of a Participant for a Plan Year shall not exceed
          $200,000, adjusted for each Plan Year to take into account any
          increase provided for that year in accordance with the Code and
          regulations prescribed by the Secretary of the Treasury. The dollar
          increase in effect on January 1 of any calendar year shall apply to
          Plan Years beginning in that calendar year. If a Plan Year is shorter
          than 12 months, the limit under this subsection for that year shall be
          multiplied by a fraction, the numerator of which is the number of
          months in the short Plan Year and the denominator of which is 12.

     SEC. 2.7 CODE. "Code" means the Internal Revenue Code of 1986 as from time
to time amended.


     SEC. 2.8 COMMON CONTROL. A trade or business entity (whether a corporation,
partnership, sole proprietorship or otherwise) is under "Common Control" with
another trade or business entity (i) if both entities are corporations which are
members of a controlled group of corporations as defined in Code section 414(b),
or (ii) if both entities are trades or businesses (whether or not incorporated)
which are under common control as defined in Code section 414(c), or (iii) if
both entities are members of an affiliated service group as defined in Code
section 414(m), or (iv) if both entities are required to be aggregated pursuant
to regulations under Code section 414(o). Service for all entities under Common
Control shall be treated as service for a single employer to the extent required
by the Code; provided, however, that an individual shall not be a Qualified
Associate by reason of this section. In applying the first sentence of this
section for purposes of Article VI, the provisions of subsections (b) and (c) of
section 414 of the Code are deemed to be modified as provided in Code section
415(h).

     SEC. 2.9 ERISA. "ERISA" means the Employee Retirement Income Security Act
of 1974 as from time to time amended.

     SEC. 2.10 FAMILY MEMBER. Family aggregation rules ceased to apply to this
Plan effective January 1, 1997.

     SEC. 2.11 FORFEITURES. "Forfeitures" means that part of the Fund so
recognized under Sec. 9.2(b).

     SEC. 2.12 FUND. "Fund" means the aggregate of assets described in Sec.
11.1.

     SEC. 2.13 FUNDING AGENCY. "Funding Agency" is a trustee or trustees or an
insurance company appointed and acting from time to time in accordance with the
provisions of Sec. 11.2 for the purpose of holding, investing, and disbursing
all or a part of the Fund.

     SEC. 2.14 HIGHLY COMPENSATED ASSOCIATE. "Highly Compensated Associate" for
any Plan Year means an individual described as such in Code section 414(q).

     (a)  Commencing January 1, 1997, unless otherwise provided in Code section
          414(q), each individual who meets one of the following requirements is
          a Highly Compensated Associate:


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          (1)  The individual at any time during the current or prior Plan Year
               was a more than 5-percent owner as defined in Code section
               414(q)(2), or was the spouse, child, parent or grandparent of
               such an owner to whom the owner's stock is attributed pursuant to
               Code section 318 (regardless of the Compensation of the owner or
               family member).

          (2)  The individual received Compensation from the employer in excess
               of $80,000 for the prior Plan Year in the case of determinations
               for Plan Years commencing prior to 2001, or in excess of $85,000
               for the prior Plan Year in the case of determinations for Plan
               Years commencing in 2001 or later.

          (3)  The individual is a former employee who had a separation year
               prior to the current Plan Year and such individual performed
               services for the employer and was a Highly Compensated Employee
               for either (i) such separation year, or (ii) any Plan Year ending
               on or after the individual's 55th birthday. A "separation year"
               is the Plan Year in which the individual separates from service
               with the employer. With respect to an individual who separated
               from service before January 1, 1987, the individual will be
               included as a Highly Compensated Employee only if the individual
               was a more than 5-percent owner or received Compensation in
               excess of $50,000 during (i) the employee's separation year (or
               the year preceding such separation year), or (ii) any year ending
               on or after such individual's 55th birthday (or the last year
               ending before such individual's 55th birthday).

     (b)  The dollar amount specified in paragraph (2) of subsection (a) shall
          be indexed for cost of living increases for each calendar year after
          2001 as provided in the applicable Treasury regulations. For any Plan
          Year, the applicable dollar amount shall be the dollar amount in
          effect for the calendar year in which the Plan Year commences.

     (c)  For purposes of this section, "employer" includes all Participating
          Employers and all Affiliates, and "individual" includes Leased
          Employees.


     (d)  For purposes of this section, commencing January 1, 1998,
          "Compensation" means the amount defined as such under Sec. 6.1(f).
          Prior to that date, "Compensation" means the amount defined as such
          under Sec. 6.1(f) plus the Pre-Tax Contributions to this Plan and any
          other elective deferral contributions made by or on behalf of the
          individual to any other plan maintained by a Participating Employer or
          an Affiliate which are not includible in the gross income of the
          individual under Code sections 125, 401(k), 402(h)(1)(B), or 403(b).

     SEC. 2.15 LEASED EMPLOYEE. "Leased Employee" means any person defined as
such by Code section 414(n). In general, commencing January 1, 1997, a Leased
Employee is any person who is not otherwise an employee of a Participating
Employer or an Affiliate (referred to collectively as the "recipient") and 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 Code section 414(n)(6)) on a
substantially full-time basis for a period of at least one year and such
services are performed under primary direction or control by the recipient. For
purposes of the requirements listed in Code section 414(n)(3), any Leased
Employee shall be treated as an employee of the recipient, and contributions or
benefits provided by the leasing organization which are attributable to services
performed for the recipient shall be treated as provided


                                       -5-

<PAGE>

by the recipient. However, if Leased Employees constitute less than 20% of the
Participating Employers' non-highly compensated work force within the meaning of
Code section 414(n)(5)(C)(ii), those Leased Employees covered by a plan
described in Code section 414(n)(5) shall be disregarded. Notwithstanding the
foregoing, no Leased Employee shall be a Qualified Associate or a Participant in
this Plan.

     SEC. 2.16 NAMED FIDUCIARY. The Company is a "Named Fiduciary" for purposes
of ERISA with authority to control or manage the operation and administration of
the Plan, including control or management of the assets of the Plan. Other
persons are also Named Fiduciaries under ERISA if so provided thereunder or if
so identified by the Company, by action of the Board. Such other person or
persons shall have such authority to control or manage the operation and
administration of the Plan, including control or management of the assets of the
Plan, as may be provided by ERISA or as may be allocated by the Company, by
action of the Board.

     SEC. 2.17 NON-HIGHLY COMPENSATED ASSOCIATE. "Non-Highly Compensated
Associate" means an individual employed by the Participating Employers who is
not a Highly Compensated Associate.

     SEC. 2.18 NORMAL RETIREMENT AGE. "Normal Retirement Age" is the later of
age 65 or the fifth anniversary of the date the individual first became a
Participant in the Plan.

     SEC. 2.19 PARTICIPANT. A "Participant" is an individual described as such
in Article IV.

     SEC. 2.20 PLAN YEAR. A "Plan Year" is the 12-consecutive-month period
commencing on January 1, and is the year on which the records of the Plan are
kept. However, the first Plan Year is the period commencing on the Effective
Date and ending on December 31, 1996.

     SEC. 2.21 PREDECESSOR EMPLOYER. Any corporation, partnership, firm, or
individual, a substantial part of the assets and employees of which are acquired
by a successor is a "Predecessor Employer" if named in this section, subject to
any conditions and limitations with respect thereto imposed by this section;
provided, however, that any such corporation, partnership, firm, or individual
may be named as a Predecessor Employer only if all of its employees who at the
time of the acquisition become employees of the successor and Participants
hereunder are treated uniformly, the use of service with it does not produce
discrimination in favor of Highly Compensated Associates, and there is no
duplication of benefits for such service. To be considered a Predecessor
Employer, the acquisition of assets and employees of a corporation, partnership,
firm, or individual must be by a Participating Employer, by an Affiliate, or by
another Predecessor Employer. Each of the following is a Predecessor Employer
for the period prior to the date indicated and subject to such other conditions
and limitations, if any, specified with respect thereto:

     (a)  Melville Corporation, a New York corporation, and any affiliate of
          that corporation, for periods of service prior to the Effective Date
          to the extent that service with such entities was recognized under the
          provisions of the Melville Plan in effect immediately prior to the
          Effective Date.

Any other employer shall be a Predecessor Employer if so required by regulations
prescribed by the Secretary of the Treasury.


                                       -6-

<PAGE>

     SEC. 2.22 QUALIFIED ASSOCIATE. "Qualified Associate" means any individual
(sometimes referred to herein as an "associate") employed by a Participating
Employer who is paid from a payroll maintained in the United States, Puerto Rico
or the U.S. Virgin Islands, subject to the following:

     (a)  An individual is not a Qualified Associate prior to the date as of
          which his or her employer becomes a Participating Employer.

     (b)  A nonresident alien within the meaning of Code section 7701(b)(1)(B)
          while not receiving earned income (within the meaning of Code section
          911(d)(2)) from a Participating Employer which constitutes income from
          sources within the United States (within the meaning of Code section
          861(a)(3)) is not a Qualified Associate.

     (c)  An individual who is classified by a Participating Employer as
          temporary is not a Qualified Associate. Notwithstanding anything
          herein to the contrary, an individual is not a Qualified Associate
          during any period during which the individual is classified by a
          Participating Employer as an independent contractor, as an employee of
          another entity whose services are leased to a Participating Employer,
          or as any other status in which the person is not treated as a common
          law employee of a Participating Employer for purposes of withholding
          of taxes, regardless of the correct legal status of the individual.
          The previous sentence applies to all periods of such service of an
          individual who is subsequently reclassified as an employee, whether
          the reclassification is retroactive or prospective.

     (d)  Eligibility of individuals in a collective bargaining unit to
          participate in the Plan is subject to negotiations with the
          representative of that unit. During any period that an individual is
          covered by the provisions of a collective bargaining agreement between
          a Participating Employer and such representative, he or she shall not
          be considered a Qualified Associate for purposes of this Plan unless
          such agreement expressly so provides. For purposes of this section
          only, such an agreement shall be deemed to continue after its formal
          expiration during collective bargaining negotiations pending the
          execution of a new agreement.

     (e)  An individual shall be deemed to be a Qualified Associate during a
          period of absence from active service which does not result from a
          Termination of Employment, provided he or she is a Qualified Associate
          at the commencement of such period of absence.

     SEC. 2.23 SUCCESSOR EMPLOYER. A "Successor Employer" is any entity that
succeeds to the business of a Participating Employer through merger,
consolidation, acquisition of all or substantially all of its assets, or any
other means and which elects before or within a reasonable time after such
succession, by appropriate action evidenced in writing, to continue the Plan;
provided, however, that in the case of such succession with respect to any
Participating Employer other than the Company, the acquiring entity shall be a
Successor Employer only if consent thereto is granted by the Company, by action
of the Board or a duly authorized officer.

     SEC. 2.24 TOP-HEAVY PLAN. "Top-Heavy Plan" is defined in Sec. 14.2(a).

     SEC. 2.25 VALUATION DATE. "Valuation Date" means the date on which the Fund
and Accounts are valued as provided in Article VII. Each business day is a
Valuation Date; provided, however, that the Company may designate in a written
notice to the Funding Agency that Valuation Dates shall instead occur on the
last day of each month or quarter or on such other dates as may be prescribed by
the Company.


                                       -7-

<PAGE>

                                   ARTICLE III

                               SERVICE PROVISIONS
                               ------------------

     SEC. 3.1 EMPLOYMENT COMMENCEMENT DATE. "Employment Commencement Date" means
the date on which an individual first performs an Hour of Service for a
Participating Employer (whether before or after the Participating Employer
becomes such), an Affiliate, or a Predecessor Employer.

     SEC. 3.2 TERMINATION OF EMPLOYMENT. The "Termination of Employment" of an
individual for purposes of the Plan shall be deemed to occur upon resignation,
discharge, retirement, death, failure to return to active work at the end of an
authorized leave of absence or the authorized extension or extensions thereof,
failure to return to work when duly called following a temporary layoff, or upon
the happening of any other event or circumstance which, under the policy of a
Participating Employer, Affiliate, or Predecessor Employer as in effect from
time to time, results in the termination of the employer-employee relationship;
provided, however, that a Termination of Employment shall not be deemed to occur
upon a transfer between any combination of Participating Employers, Affiliates,
and Predecessor Employers. Notwithstanding the foregoing, prior to January 1,
2002, a Termination of Employment shall be deemed not to have occurred for
purposes of entitling a Participant to distributions from his or her 401-K
Account or Special Profit Sharing Account if the Participant has not incurred a
"separation from service" or "disability" as defined in applicable regulations,
except as provided in Sec. 10.12.

     SEC. 3.3 HOURS OF SERVICE. "Hours of Service" are determined according to
the following subsections with respect to each applicable computation period.
The Company may round up the number of Hours of Service at the end of each
computation period or more frequently as long as a uniform practice is followed
with respect to all individuals determined by the Company to be similarly
situated for compensation, payroll, and recordkeeping purposes.

     (a)  Hours of Service are computed only with respect to service with
          Participating Employers (for service both before and after the
          Participating Employer becomes such), Affiliates, and Predecessor
          Employers and are aggregated for service with all such employers.

     (b)  For any portion of a computation period during which a record of hours
          is maintained for an individual, Hours of Service shall be credited as
          follows:

          (1)  Each hour for which the individual is paid, or entitled to
               payment, for the performance of duties as an employee for his or
               her employer during the applicable computation period is an Hour
               of Service.

          (2)  Each hour for which the individual is paid, or entitled to
               payment, by his or her employer on account of a period of time
               during which no duties are performed (irrespective of whether the
               employment relationship has terminated) due to vacation, holiday,
               illness, incapacity (including disability), layoff, jury duty,
               military duty, or leave of absence, is an Hour of Service. No
               more than 501 Hours of Service shall be credited under this
               paragraph for any single continuous period (whether or not such
               period occurs in a single computation period). Hours of Service
               shall not be credited under this paragraph with respect to
               payments under a plan maintained solely for the purpose of
               complying with applicable workers' compensation, unemployment
               compensation,


                                       -8-

<PAGE>

               or disability insurance laws or with respect to a payment which
               solely reimburses the individual for medical or medically related
               expenses incurred by the individual.

          (3)  Each hour for which back pay, irrespective of mitigation of
               damages, is either awarded or agreed to by the employer is an
               Hour of Service. Such Hours of Service shall be credited to the
               computation period or periods to which the award or agreement for
               back pay pertains, rather than to the computation period in which
               the award, agreement, or payment is made. Crediting of Hours of
               Service for back pay awarded or agreed to with respect to periods
               described in paragraph (2) shall be subject to the limitations
               set forth therein.

          (4)  Hours under this subsection shall be calculated and credited
               pursuant to section 2530.200b-2 of the Department of Labor
               Regulations, which are incorporated herein by this reference.

          (5)  The Company may use any records to determine Hours of Service
               which it considers an accurate reflection of the actual facts.

     (c)  For any portion of a computation period during which an individual is
          within a classification for which a record of hours for the
          performance of duties is not maintained, the individual shall be
          credited with 45 Hours of Service for each week for which he or she
          would otherwise be credited with at least one Hour of Service under
          subsection (b).

     (d)  Nothing in this section shall be construed as denying an individual
          credit for an Hour of Service if credit is required by any federal law
          other than ERISA. The nature and extent of such credit shall be
          determined under such other law.

     (e)  In no event shall duplicate credit as an Hour of Service be given for
          the same hour.

     (f)  This subsection shall apply to an individual who has service as (i)
          either a common law employee or a Leased Employee of (ii) either a
          Participating Employer or Affiliate. For purposes of determining Hours
          of Service, such an individual shall be considered an employee of the
          Participating Employer or Affiliate during any period he or she would
          have been a Leased Employee of such Participating Employer or
          Affiliate but for the requirement that he or she must have performed
          services for such Participating Employer or Affiliate on a
          substantially full-time basis for a period of at least one year. If
          this Plan is a multiple employer plan as defined in section 2530.210
          of the Department of Labor Regulations, service as a leased individual
          with more than one legal entity shall be aggregated only in accordance
          with the rules set forth in said section.

     SEC. 3.4 ELIGIBILITY COMPUTATION PERIOD. An individual's first Eligibility
Computation Period is the 12-consecutive-month period beginning on his or her
Employment Commencement Date. The second Eligibility Computation Period is the
Plan Year commencing in said 12-consecutive-month period. Each subsequent Plan
Year is an Eligibility Computation Period. For purposes of this section, the
Plan Year ending on December 31, 1996 shall be deemed to have commenced on
January 1, 1996.

     SEC. 3.5 YEAR OF ELIGIBILITY SERVICE. A "Year of Eligibility Service" is an
Eligibility Computation Period in which an individual has at least 1000 Hours of
Service.


                                       -9-

<PAGE>

     SEC. 3.6 VESTING SERVICE. An individual's "Vesting Service" is equal to the
aggregate time elapsed between his or her Employment Commencement Date and his
or her most recent Termination of Employment or any other date as of which a
determination of Vesting Service is to be made, expressed in years and days,
subject to the following:

     (a)  All Recognized Breaks in Service shall be subtracted. Any periods that
          would have been included in a Recognized Break In Service if Sec.
          3.7(a) did not apply shall also be subtracted.

     (b)  If a nonvested individual has had a Recognized Break in Service that
          was (i) of at least 60 months duration, and (ii) equal to or longer
          than his or her Vesting Service prior to such break, all Vesting
          Service prior to such Recognized Break in Service shall be
          disregarded, subject to the following:

          (1)  The individual's Vesting Service prior to a Recognized Break In
               Service shall not include any Vesting Service disregarded under
               this section because of any previous Recognized Break In Service.

          (2)  For purposes of this subsection, a "nonvested individual" is an
               individual who has no vested right to an accrued benefit under
               the Plan derived from employer contributions (including Pre-Tax
               Contributions).

     (c)  All Vesting Service prior to the date an individual attains age 18
          shall be disregarded.

     (d)  Notwithstanding anything in the foregoing provisions of this section
          to the contrary, in the case of an individual who was a Qualified
          Associate on the Effective Date, the individual shall be credited with
          Vesting Service as of the day preceding the Effective Date equal to
          the Vesting Service credited to the individual as of that date under
          the Melville Plan.

     (e)  For purposes of converting days into years, 365 days constitute one
          year.

     SEC. 3.7 RECOGNIZED BREAK IN SERVICE. A "Recognized Break in Service" is a
period of at least 12 consecutive months duration which begins on the day on
which an individual's Termination of Employment occurs. A Recognized Break in
Service ends, if ever, on the day on which the individual again performs an Hour
of Service for a Participating Employer, an Affiliate or a Predecessor Employer.

     (a)  If an individual is absent from work for maternity or paternity
          reasons, the 12-month period beginning with the first day of such
          absence shall not be included in a Recognized Break In Service.

     (b)  For purposes of subsection (a), an absence from work for maternity or
          paternity reasons means an absence (i) by reason of the pregnancy of
          the individual, (ii) by reason of the birth of a child of the
          individual, (iii) by reason of the placement of a child with the
          individual in connection with the adoption of such child by such
          individual, or (iv) for purposes of caring for such child for a period
          beginning immediately following such birth or placement.


                                       -10-

<PAGE>

     SEC. 3.8 PERIODS OF MILITARY SERVICE. Effective May 26, 1996,
notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will be
provided in accordance with Code section 414(u).


                                       -11-

<PAGE>

                                   ARTICLE IV

                               PLAN PARTICIPATION
                               ------------------

     SEC. 4.1 ENTRY DATE. Commencing January 1, 2002, "Entry Date" means each
day of the Plan Year.

     SEC. 4.2 ELIGIBILITY FOR PARTICIPATION. Each individual who was a
Participant in the Plan on December 31, 2001 and who is a Qualified Associate on
January 1, 2002 shall be a Participant on January 1, 2002. Commencing January 1,
2002, eligibility to participate in the Plan shall be determined as follows:

     (a)  An individual employed by a Participating Employer shall become a
          Participant in the Plan on the earliest Entry Date (on or after the
          date the Plan becomes effective with respect to his or her
          Participating Employer) on which all of the following requirements are
          met:

          (1)  He or she is a Qualified Associate.

          (2)  He or she satisfies one of the following requirements:

               (A)  The individual has completed 90 days of continuous service
                    prior to the Entry Date in a position in which he or she is
                    regularly scheduled to work 30 or more hours per week.

               (B)  The individual has completed one Year of Eligibility Service
                    during an Eligibility Computation Period that ended prior to
                    the Entry Date.

              (3)   He or she has attained age 21 prior to the Entry Date.

     (b)  If a former Participant is reemployed and meets the requirements of
          subsection (a) on the date of rehire, he or she will become a
          Participant again on that date.

     (c)  If a former employee who was not previously a Participant is
          reemployed as a Qualified Associate, and if the individual meets the
          requirements of subsection (a) on the date of rehire, the individual
          shall become a Participant on the date of rehire. However, if the
          individual was not a Qualified Associate at any time between the
          Effective Date and the date of rehire and has incurred a Plan Year in
          which he or she had 500 or fewer hours of Service, service prior to
          such break shall not be recognized for purposes of this subsection
          until the individual has completed a new Year of Eligibility Service
          following the break.

     (d)  If an individual employed by a Participating Employer or an Affiliate
          who is neither a Participant nor a Qualified Associate is transferred
          to a position in which he or she is a Qualified Associate, and if the
          individual meets the eligibility requirements of subsection (a) on the
          date of the transfer, the individual shall become a Participant on the
          date of transfer.

     SEC. 4.3 DURATION OF PARTICIPATION. A Participant shall continue to be such
until the later of:


                                       -12-

<PAGE>

     (a)  The Participant's Termination of Employment.

     (b)  The date all benefits, if any, to which the Participant is entitled
          hereunder have been distributed from the Fund.

     SEC. 4.4 NO GUARANTEE OF EMPLOYMENT. Participation in the Plan does not
constitute a guarantee or contract of employment with the Participating
Employers. Such participation shall in no way interfere with any rights the
Participating Employers would have in the absence of such participation to
determine the duration of an individual's employment.


                                       -13-

<PAGE>

                                    ARTICLE V

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

     SEC. 5.1 PRE-TAX CONTRIBUTIONS. Each Active Participant may elect to have
his or her Participating Employer make Pre-Tax Contributions on his or her
behalf, subject to the following:

     (a)  Commencing January 1, 2002, the Participant may elect to have his or
          her current earnings reduced by any whole percent the Participant may
          designate, but not exceeding 30% of Certified Earnings. Prior to that
          date, the Participant may elect to have his or her current earnings
          reduced by any whole percent the Participant may designate, but not
          exceeding 10% of Certified Earnings in the case of any Participant
          whose total compensation (as defined in Sec. 2.15(d)) for the
          preceding Plan Year was more than $80,000 (or such higher or lower
          dollar amount as the Company may prescribe for the Plan Year), and not
          exceeding 15% of Certified Earnings in the case of any other
          Participant. This election may only be made pursuant to a salary
          reduction agreement. The agreement shall be in such form and executed
          subject to such rules as the Company may prescribe. Each election
          shall apply only to earnings which become payable after the election
          is filed with the Company or its agent. Each election shall continue
          in effect until a new election is filed pursuant to this section.

     (b)  Each Participating Employer will make a Pre-Tax Contribution with
          respect to each Participant in its employ who elects to have earnings
          for that period reduced pursuant to this section. The amount of the
          contribution will be equal to the amount by which the Participant's
          earnings were reduced.

     (c)  The salary reduction agreement may be effective as of the first day of
          the first pay period beginning on or after the date on which the
          individual becomes a Participant or the first day of any subsequent
          pay period; provided that the individual has filed the agreement with
          the Company or its designated agent prior to the deadline established
          by the Company for the effective date, which deadline may vary
          depending on the form in which the election is filed.

     (d)  An Active Participant may amend his or her salary reduction agreement
          to increase or decrease the contribution rate effective as of the
          first day of any pay period by filing an approved amendment with the
          Company or its designated agent, in a manner authorized by the
          Company, prior to the deadline established by the Company from time to
          time for such amendments.

     (e)  An Active Participant may discontinue making Pre-Tax Contributions at
          any time by filing an election with the Company or its designated
          agent. That election shall be effective as of the first pay period
          beginning after the election is filed, provided it is filed before the
          deadline established by the Company for that pay period. The
          Participant may thereafter resume Pre-Tax Contributions as of the
          first day of any subsequent pay period by filing a new salary
          reduction agreement prior to the deadline established by the Company
          from time to time for such elections.

     (f)  All Pre-Tax Contributions by a Participant shall cease when the
          Participant ceases to be a Qualified Associate.



                                       -14-

<PAGE>

     (g)  Effective January 1, 2002, Pre-Tax Contributions by a Participant for
          any calendar year may not exceed $11,000, and shall cease at the point
          that limit is reached during the year. The limit in the previous
          sentence shall be adjusted for any increases provided for any calendar
          year after 2002 in accordance with the Code or regulations issued by
          the Secretary of the Treasury. The limit in this subsection does not
          apply to any catch-up contributions permitted by the Plan which are
          subject to Code section 414(v) and subsection (j) of this section.

     (h)  Notwithstanding the foregoing provisions, if the Participant has
          received a hardship distribution from this Plan in accordance with
          Sec. 9.4(a) or from any other plan maintained by a Participating
          Employer or by an Affiliate, Pre-Tax Contributions on behalf of the
          Participant shall be suspended in accordance with Sec. 9.4(a)(2)(C),
          and the limit under subsection (g) for the applicable year or years
          shall be modified as provided in Sec. 9.4(a)(2)(D).

     (i)  If a Participant's Pre-Tax Contributions are suspended under
          subsection (h), the Participant may elect to recommence Pre-Tax
          Contributions effective as of the first day of the first pay period
          immediately following the end of the applicable suspension period or
          as of any subsequent pay period by filing a new election form prior to
          the deadline established by the Company for such elections.

     (j)  Commencing January 1, 2002, each Participant who is eligible to make
          Salary Reduction Contributions under this section for a Plan Year and
          who will have attained age 50 on or before the last day of the Plan
          Year may elect to make Catch-up Contributions in accordance with, and
          subject to the limitations of, Code section 414(v) and any applicable
          Treasury regulations or IRS Notices or Announcements. Catch-up
          Contributions by a Participant shall be limited to $1,000 for the Plan
          Year commencing in 2002, as adjusted for subsequent Plan Years to
          reflect any increases provided in accordance with the Code or
          regulations issued by the Secretary of the Treasury. Such Catch-up
          Contributions shall be disregarded for purposes of the limitations
          under Code sections 402(g) and 415, and for purposes of applying
          Sections 5.1(g), 5.5 and 6.1 of this Plan. The Plan shall not be
          treated as failing to satisfy the requirements of Code sections
          401(a)(4), 401(k)(3), 401(k)(12), 410(b) or 416, Sec. 5.4 or Article
          XIV of this Plan, or any other provision of this Plan implementing
          said Code provisions, by reason of the making of such Catch-up
          Contributions. Catch-up Contributions shall be made pursuant to such
          rules and procedures as the Company may establish from time to time,
          which shall be consistent with the Code and any applicable
          regulations.


     SEC. 5.2 MATCHING CONTRIBUTIONS. The Participating Employers will match
each Participant's Pre-Tax Contributions as follows:

     (a)  If the Participant is credited with at least three full years of
          Vesting Service prior to the first day of a calendar month, the
          Matching Contribution for the Participant for pay periods ending
          during that month will be equal to 50% of the Pre-Tax Contributions
          made by the Participant for pay periods ending during that month. If
          the Participant is credited with less than three full years of Vesting
          Service prior to the first day of a calendar month, the Matching
          Contribution will be equal to 25% of the Pre-Tax Contributions made by
          the


                                       -15-

<PAGE>

          Participant for pay periods ending during that month. In either case,
          all Pre-Tax Contributions for a month in excess of 4% of the
          Participant's Certified Earnings for pay periods ending during the
          month will be disregarded in applying this subsection (a). In the case
          of any individual who was not a Qualified Associate on the Effective
          Date, any Vesting Service prior to the Effective Date for any employer
          that is not a Participating Employer shall be disregarded for purposes
          of this section.

     (b)  No Matching Contribution will be made with respect to any Pre-Tax
          Contribution related to earnings for pay periods beginning prior to
          the first Entry Date on which the individual has completed one year of
          Eligibility Service during an Eligibility Computation Period that
          ended prior to the Entry Date.

     (c)  No Matching Contribution will be made with respect to any amount by
          which the Participant's Pre-Tax Contributions must be reduced pursuant
          to Sec. 5.4, Sec. 5.5, Sec. 5.7 or Sec. 6.1. Any such Matching
          Contributions which are made before the amount of the reduction is
          determined shall be forfeited and shall be applied as a credit against
          future contributions from the Participating Employers.

     (d)  Any Forfeitures for a Plan Year which are not used to reinstate
          Accounts pursuant to Sec. 9.2(b), and which the Company does not
          direct are to be allocated as Special Profit Sharing Contributions
          under Sec. 5.3(b) or used to pay Plan expenses, shall be credited
          against the future Matching Contributions due from the Participating
          Employers.

     SEC. 5.3 PROFIT SHARING CONTRIBUTIONS. For each Plan Year the Company shall
determine whether it will make a Profit Sharing Contribution to the Fund for
such Plan Year and, if it is determined that a contribution will be made, the
amount of the contribution or the formula by which the amount of the
contribution will be calculated. The contribution of each Participating Employer
other than the Company for a Plan Year shall be an amount which is the same
percent of the Certified Earnings of Participants in its employ who are eligible
to share in the contribution for that year as the contribution of the Company
for the Plan Year bears to the total Certified Earnings of Participants in its
employ who are eligible to share in the contribution for that year, unless the
Participating Employer determines that its contribution for such Plan Year shall
be in a different amount and also determines the amount or the formula by which
the amount of the contribution shall be calculated. Profit Sharing Contributions
shall be paid to the Funding Agency designated by the Company.

     (a)  To be eligible to share in the Profit Sharing Contributions of a
          Participating Employer for a Plan Year, a Participant (i) must have
          been an Active Participant at some time during the Plan Year, (ii)
          must be employed by the Participating Employer or an Affiliate on the
          last day of the Plan Year, (iii) must have completed at least 1,000
          Hours of Service during the Plan Year, and (iv) must have completed at
          least one Year of Eligibility Service during Eligibility Computation
          Periods that ended prior to December 31 of that Plan Year. Profit
          Sharing Contributions of a Participating Employer shall be allocated
          in proportion to the Certified Earnings from that Participating
          Employer of those eligible Participants who are employed by that
          Participating Employer.

     (b)  The Company may designate that part or all of the Profit Sharing
          Contribution of the Participating Employers under this section for a
          Plan Year shall be classified as a Special Profit Sharing Contribution
          which shall be used to satisfy the requirements of Sec. 5.4(c) and/or
          Sec. 5.6(c) for that Plan Year. The Company may also designate that
          some or all


                                       -16-

<PAGE>

          of the Forfeitures for a Plan Year which are not used to reinstate
          Accounts pursuant to Sec. 9.2(b) shall be allocated as Special Profit
          Sharing Contributions. The Company shall designate whether the Special
          Profit Sharing Contribution will be allocated (i) among all those
          Participants who satisfy the requirements of subsection (a), or (ii)
          only among the Non-Highly Compensated Associates who satisfy those
          requirements, or (iii) among those Non-Highly Compensated Associates
          included in the tests under Sec. 5.4 and/or Sec. 5.6, whether or not
          they satisfy the requirements of subsection (a). The Company shall
          also designate whether the Special Profit Sharing Contribution shall
          be allocated (i) in proportion to the Certified Earnings of the
          eligible Participants, or (ii) first to the eligible Participant with
          the lowest amount of Certified Earnings until he or she has received
          the maximum allocation permitted under Sec. 6.1, and then to the next
          lowest paid eligible Participant, and so on until the entire amount
          has been allocated. Notwithstanding any provisions of the Plan to the
          contrary, any contributions that are classified as Special Profit
          Sharing Contributions shall be placed in a separate Account as
          provided in Sec. 7.1, may not be withdrawn prior to Termination of
          Employment except as required under Sec. 10.1, and shall be 100%
          vested and nonforfeitable when made.

     SEC. 5.4 ADJUSTMENT OF CONTRIBUTIONS REQUIRED BY CODE SECTION 401(k). If
necessary to satisfy the requirements of Code section 401(k), Pre-Tax
Contributions shall be adjusted in accordance with the following commencing
January 1, 1997:

     (a)  Each Plan Year, the "deferral percentage" will be calculated for each
          Active Participant. Each Participant's deferral percentage is
          calculated by dividing the amount referred to in paragraph (1) by the
          amount referred to in paragraph (2):

          (1)  The total Pre-Tax Contributions (including Excess Deferrals of
               Highly Compensated Associates distributed under Sec. 5.5 but
               excluding Excess Deferrals of Non-Highly Compensated Associates
               that arise solely from contributions made under plans of the
               Participating Employers or Affiliates), if any, allocated to the
               Participant's Accounts with respect to the Plan Year. The Company
               may also elect to include all or part of the Special Profit
               Sharing Contributions to be allocated to the Participant's
               Accounts with respect to that Plan Year, provided that the
               provisions of Treasury Regulation ss. 1.401(k)-1(b) are
               satisfied.

          (2)  The Participant's Compensation with respect to the Plan Year. For
               purposes of this section, a Participant's "Compensation" for the
               Plan Year means compensation determined according to a definition
               selected by the Company for that year which satisfies the
               requirements of Code section 414(s). The same definition of
               Compensation shall be used for all Participants for a particular
               Plan Year, but different definitions may be used for different
               Plan Years. The Company shall also determine whether Compensation
               includes or does not include the Pre-Tax Contributions to this
               Plan and any contributions made pursuant to a salary reduction
               agreement by or on behalf of the Participant to any other plan
               which meets the requirements of Code sections 125, 401(k),
               402(h)(1)(B) or 403(b), or of Code section 132(f)(4) commencing
               January 1, 2001, and whether or not it includes amounts paid
               prior to the date an individual became a Participant.
               Compensation shall be subject to the limit provided under Sec.
               2.6(c).



                                       -17-

<PAGE>

          (3)  For the short Plan Year commencing on the Effective Date,
               paragraphs (1) and (2) shall be applied based on contributions
               for and Compensation during the period beginning on the Effective
               Date and ending on December 31, 1996.

     (b)  Each Plan Year, the average deferral percentage for Active
          Participants who are Highly Compensated Associates and the average
          deferral percentage for Active Participants who are Non-Highly
          Compensated Associates will be calculated. A separate average deferral
          percentage shall be calculated for Active Participants in a collective
          bargaining unit who are required to be disaggregated pursuant to
          applicable Treasury Regulations. Such Participants shall be
          disregarded in calculating the average deferral percentage for Active
          Participants who are not in such collective bargaining units. In each
          case, the average is the average of the percentages calculated under
          subsection (a) for each of the individuals in the particular group.

          (1)  The deferral percentage for each Participant and the average
               deferral percentage for a particular group of individuals shall
               be calculated to the nearest one-hundredth of one percent.

          (2)  For Plan Years commencing on or after January 1, 1997, the
               average deferral percentage for Active Participants who are
               Non-Highly Compensated Associates that is used in applying this
               section for a particular Plan Year shall be the percentage
               determined for the current Plan Year unless the Company elects to
               use the percentage for the preceding Plan Year in accordance with
               applicable regulations.

     (c)  If the requirements of either paragraph (1) or (2) are satisfied, then
          no further action is needed under this section:

          (1)  The average deferral percentage for Participants who are Highly
               Compensated Associates is not more than 1.25 times the average
               deferral percentage for Participants who are Non-Highly
               Compensated Associates.

          (2)  The excess of the average deferral percentage for Participants
               who are Highly Compensated Associates over the average deferral
               percentage for Participants who are Non-Highly Compensated
               Associates is not more than two percentage points, and the
               average deferral percentage for such Highly Compensated
               Associates is not more than 2 times the average deferral
               percentage for such Non-Highly Compensated Associates.

          The requirements of this subsection (c) shall be applied separately
          with respect to Participants in a collective bargaining unit who are
          required to be disaggregated pursuant to applicable Treasury
          Regulations.

     (d)  If neither of the requirements of subsection (c) is satisfied, then
          the Pre-Tax Contributions with respect to Highly Compensated
          Associates shall be reduced, beginning with the contributions
          representing the greatest dollar amount per Participant, to the extent
          necessary to make the aggregate dollar amount of such reductions equal
          to the amount by which the Pre-Tax Contributions (prior to such
          reduction) had exceeded the requirements of subsection (c)(1) or
          (c)(2), whichever is less. Such reduction shall be made in


                                       -18-

<PAGE>

          accordance with the methodology prescribed at the time of the
          reduction by the Internal Revenue Service under Notice 97-2 or other
          applicable Notices or Treasury Regulations.

     (e)  At any time during the Plan Year, the Company may make an estimate of
          the amount of Pre-Tax Contributions by Highly Compensated Associates
          that will be permitted under this section for the year and may reduce
          the percent specified in Sec. 5.1(a) for such Participants to the
          extent the Company determines in its sole discretion to be necessary
          to satisfy at least one of the requirements in subsection (c).

     (f)  If Pre-Tax Contributions with respect to a Highly Compensated
          Associates are reduced pursuant to subsection (d), the Excess Pre-Tax
          Contributions shall be distributed, subject to the following:

          (1)  For purposes of this subsection, "Excess Pre-Tax Contributions"
               mean the amount by which Pre-Tax Contributions for Highly
               Compensated Associates have been reduced under subsection (d).

          (2)  Excess Pre-Tax Contributions (adjusted for income or losses
               allocable thereto as specified in paragraph (3), if any) shall be
               distributed to Participants on whose behalf such excess
               contributions were made for the Plan Year no later than the last
               day of the following Plan Year. Furthermore, the Company shall
               attempt to distribute such amount by the 15th day of the third
               month following the Plan Year for which the excess contributions
               were made to avoid the imposition on the Participating Employers
               of an excise tax under Code section 4979.

          (3)  Income or losses allocable to Excess Pre-Tax Contributions for
               the Plan Year shall be determined by multiplying the amount of
               income or loss for the Plan Year which is allocable to the
               Participant's Pre-Tax Contributions (and to other amounts
               credited to the Participant that the Company elects to include
               under subsection (a)(1)) by a fraction. The numerator of the
               fraction is the Participant's Excess Pre-Tax Contributions for
               the Plan Year. The denominator of the fraction is the total
               balance in the Participant's Accounts attributable to Pre-Tax
               Contributions (and to other amounts the Company has elected to
               include under subsection (a)(1)) on the first day of the Plan
               Year, plus Pre-Tax Contributions for the Plan Year and any other
               amounts the Company has elected to include under subsection
               (a)(1) for the Plan Year.

          (4)  The amount of Excess Pre-Tax Contributions and income or losses
               allocable thereto which would otherwise be distributed pursuant
               to this subsection shall be reduced, in accordance with
               regulations, by the amount of Excess Deferrals and income or
               losses allocable thereto previously distributed to the
               Participant pursuant to Sec. 5.5 for the calendar year ending
               with or within the Plan Year.

     (g)  The deferral percentage for any Participant who is a Highly
          Compensated Associate for the Plan Year, and who is eligible to
          participate in two or more plans with cash or deferred arrangements
          described in Code section 401(k) to which any Participating Employer
          or Affiliate contributes, shall be determined as if all employer
          contributions were made under a single arrangement unless mandatorily
          disaggregated pursuant to regulations under Code section 401(k). This
          subsection shall be applied by treating all cash or deferred


                                       -19-

<PAGE>

          arrangements with Plan Years ending within the same calendar year as a
          single arrangement.

     (h)  If two or more plans which include cash or deferred arrangements are
          considered as one plan for purposes of Code section 401(a)(4) or Code
          section 410(b), the cash or deferred arrangements shall be treated as
          one for the purposes of applying the provisions of this section unless
          mandatorily disaggregated pursuant to regulations under Code section
          401(k).

     (i)  If the entire Account balance of a Highly Compensated Associate has
          been distributed during the Plan Year in which an excess arose, the
          distribution shall be deemed to have been a corrective distribution of
          the excess and income attributable thereto to the extent that a
          corrective distribution would otherwise have been required under
          subsection (f) of this section, Sec. 5.5 or Sec. 5.6(f).

     (j)  A corrective distribution of excess contributions under subsection (f)
          of this section, Excess Aggregate Contributions under Sec. 5.6(f), or
          Excess Deferrals under Sec. 5.5 may be made without regard to any
          notice or Participant or spousal consent required under Article VIII
          or X.

     (k)  In the event of a complete termination of the Plan during the Plan
          Year in which an excess arose, any corrective distribution under
          subsection (f) of this section or Sec. 5.6(f) shall be made as soon as
          administratively feasible after the termination, but in no event later
          than 12 months after the date of termination.

     SEC. 5.5 DISTRIBUTION OF EXCESS DEFERRALS. Notwithstanding any other
provisions of the Plan, Excess Deferrals for a calendar year and income or
losses allocable thereto shall be distributed no later than the following April
15 to Participants who claim such Excess Deferrals, subject to the following:

     (a)  For purposes of this section, "Excess Deferrals" means the amount of
          Pre-Tax Contributions for a calendar year that the Participant claims
          pursuant to the procedure set forth in subsection (b) because the
          total amount deferred for the calendar year, disregarding any catch-up
          contributions subject to Code section 414(v) and Sec. 5.1(j), exceeds
          $11,000 for 2002, adjusted as provided in Code section 402(g) or
          applicable Treasury regulations for subsequent calendar years, or such
          other limit imposed on the Participant for that year under Code
          section 402(g).

     (b)  The Participant's written claim, specifying the amount of the
          Participant's Excess Deferral for any calendar year, shall be
          submitted to the Company no later than the March 1 following such
          calendar year. The claim shall include the Participant's written
          statement that if such amounts are not distributed, such Excess
          Deferrals, when added to amounts deferred under other plans or
          arrangements described in Code section 401(k), 403(b), or 408(k),
          exceed the limit imposed on the Participant by Code section 402(g) for
          the year in which the deferral occurred. A Participant shall be deemed
          to have submitted such a claim to the extent the Participant has
          Excess Deferrals for the calendar year taking into account only
          contributions under this Plan and any other plan maintained by a
          Participating Employer or an Affiliate.


                                       -20-

<PAGE>

     (c)  Excess Deferrals distributed to a Participant with respect to a
          calendar year shall be adjusted to include income or losses allocable
          thereto using the same method specified for excess Pre-Tax
          Contributions under Sec. 5.4(f)(3).

     (d)  The amount of Excess Deferrals and income allocable thereto which
          would otherwise be distributed pursuant to this section shall be
          reduced, in accordance with applicable regulations, by the amount of
          excess Pre-Tax Contributions and income allocable thereto previously
          distributed to the Participant pursuant to Sec. 5.4 for the Plan Year
          beginning with or within such calendar year, and by the amount of any
          deferrals properly distributed as excess annual additions under Sec.
          6.1.

     SEC. 5.6 ADJUSTMENT OF CONTRIBUTIONS REQUIRED BY CODE SECTION 401(m). After
the provisions of Sec. 5.4 and Sec. 5.5 have been satisfied, the requirements
set forth in this section must also be met. If necessary to satisfy the
requirements of Code section 401(m), Matching Contributions shall be adjusted in
accordance with the following commencing January 1, 1997:

     (a)  Each Plan Year, the "contribution percentage" will be calculated for
          each Active Participant (other than an Active Participant who is in a
          collective bargaining unit required to be disaggregated pursuant to
          Treasury Regulation ss. 1.401(m)-1(b)(3)(ii)). Each Participant's
          contribution percentage is calculated by dividing the amount referred
          to in paragraph (1) by the amount referred to in paragraph (2).

          (1)  The total Matching Contributions under Sec. 5.2, if any,
               allocated to the Participant's Accounts with respect to the Plan
               Year. The Company may also elect to include all or part of the
               Pre-Tax Contributions and Special Profit Sharing Contributions to
               be allocated to the Participant's Accounts with respect to that
               Plan Year, provided that the requirements of Treasury Regulation
               ss.1.401(m)-1(b) are satisfied and provided that the requirements
               of Sec. 5.4 are met before such contributions are used under this
               section and continue to be met after the exclusion for purposes
               of Sec. 5.4 of those contributions that are used to satisfy the
               requirements of this section. However, any Matching Contributions
               that are forfeited, either to correct excess contributions under
               subsection (f) of this section, or because the contributions to
               which they relate are Excess Pre-Tax Contributions under Sec.
               5.4, Excess Deferrals under Sec. 5.5 or excess contributions
               under subsection (f) of this section, shall be disregarded.

          (2)  The Participant's Compensation with respect to the Plan Year For
               purposes of this section, "Compensation" has the same meaning as
               provided in Sec. 5.4(a)(2).

          (3)  For the short Plan Year commencing on the Effective Date,
               paragraphs (1) and (2) shall be applied based on contributions
               for and Compensation during the period beginning on the Effective
               Date and ending on December 31, 1996.

     (b)  Each Plan Year, the average contribution percentage of Active
          Participants who are Highly Compensated Associates and the average
          contribution percentage for Active Participants who are Non-Highly
          Compensated Associates will be calculated. In each case, the average
          is the average of the percentages calculated under subsection (a) for
          each of the individuals in the particular group. In calculating
          average contribution percentages, Participants


                                       -21-

<PAGE>

          employed in a collective bargaining unit required to be disaggregated
          pursuant to applicable Treasury Regulations shall be disregarded.

          (1)  The contribution percentage for each Participant and the average
               contribution percentage for a particular group of Participants
               shall be calculated to the nearest one-hundredth of one percent.

          (2)  For Plan Years commencing on or after January 1, 1997, the
               average contribution percentage for Active Participants who are
               Non-Highly Compensated Associates that is used in applying this
               section for a particular Plan Year shall be the percentage
               determined for the current Plan Year unless the Company elects to
               use the percentage for the preceding Plan Year in accordance with
               applicable regulations.

     (c)  If the requirements of either paragraph (1) or (2) are satisfied, then
          no further action is needed under this section:

          (1)  The average contribution percentage for Participants who are
               Highly Compensated Associates is not more than 1.25 times the
               average contribution percentage for Participants who are
               Non-Highly Compensated Associates.

          (2)  The excess of the average contribution percentage for
               Participants who are Highly Compensated Associates over the
               average contribution percentage for Participants who are
               Non-Highly Compensated Associates is not more than two percentage
               points, and the average contribution percentage for such Highly
               Compensated Associates is not more than 2 times the average
               contribution percentage for such Non-Highly Compensated
               Associates.

     (d)  If neither of the requirements of subsection (c) is satisfied, then
          the Matching Contributions with respect to Highly Compensated
          Associates shall be reduced, beginning with the contributions
          representing the greatest dollar amount per Participant, to the extent
          necessary to make the aggregate dollar amount of such reductions equal
          to the amount by which the Matching Contributions (prior to such
          reduction) had exceeded the requirements of subsection (c)(1) or
          (c)(2), whichever is less. Such reduction shall be made in accordance
          with the methodology prescribed at the time of the reduction by the
          Internal Revenue Service under Notice 97-2 or other applicable Notices
          or Treasury Regulations.

     (e)  At any time during the Plan Year, the Company may make an estimate of
          the amount of Matching Contributions on behalf of Highly Compensated
          Associates that will be permitted under this section for the year. If
          the Company determines in its sole discretion that reductions are
          necessary to assure that at least one of the requirements in
          subsection (c) are satisfied, the Company may take written action
          modifying Sec. 5.2 to reduce or eliminate Matching Contributions for
          Highly Compensated Associates with respect to Certified Earnings to be
          paid from the date such action is adopted to the end of the Plan Year.

     (f)  If contributions with respect to a Highly Compensated Associate are
          reduced pursuant to subsection (d), the Excess Aggregate Contributions
          shall be treated as follows:

          (1)  For purposes of this subsection, "Excess Aggregate Contributions"
               mean the amount by which Matching Contributions must be reduced
               under subsection (d).


                                       -22-

<PAGE>

          (2)  Excess Matching Contributions (adjusted for income or losses
               allocable thereto) shall be forfeited (if otherwise forfeitable
               under the provisions of Sec. 9.2 if the Participant were to
               terminate employment on the last day of the Plan Year for which
               the contribution was made). Excess Matching Contributions which
               are non-forfeitable (adjusted for income or losses allocable
               thereto) shall be distributed to Participants on whose behalf
               such excess contributions were made for the Plan Year no later
               than the last day of the following Plan Year. Furthermore, the
               Company shall attempt to distribute such amount by the 15th day
               of the third month following the Plan Year for which the excess
               contributions were made to avoid the imposition on the
               Participating Employers of an excise tax under Code section 4979.

          (3)  Income or losses allocable to Excess Aggregate Contributions
               shall be determined in the same manner specified for Excess
               Pre-Tax Contributions under Sec. 5.4(f)(3).

          (4)  Amounts forfeited by Highly Compensated Associates pursuant to
               paragraph (2) shall be applied to reduce future Matching
               Contributions as provided in Sec. 5.2.

     (g)  The contribution percentage for any Participant who is a Highly
          Compensated Associate for the Plan Year, and who is eligible to make
          nondeductible employee contributions or to receive matching
          contributions under two or more plans described in Code section 401(a)
          that are maintained by the Participating Employers or any Affiliate,
          shall be determined as if all such contributions were made under a
          single arrangement unless mandatorily disaggregated pursuant to
          regulations under Code section 401(m).

     (h)  If two or more plans maintained by the Participating Employers or
          Affiliates are treated as one plan for purposes of satisfying the
          eligibility requirements of Code section 410(b), those plans must be
          treated as one plan for purposes of applying the provisions of this
          section unless mandatorily disaggregated pursuant to regulations under
          Code section 401(m).

     (i)  Notwithstanding the foregoing, for Plan Years commencing prior to
          2002, if neither subparagraph (c)(1) of this section nor Sec.
          5.4(c)(1) was satisfied, the requirements set forth in Sec. 5.7 must
          also be satisfied.

     SEC. 5.7 MULTIPLE USE OF THE ALTERNATIVE LIMITATIONS. This section does not
apply to Plan Years commencing on or after January 1, 2002. Prior to that date,
if neither Sec. 5.4(c)(1) nor Sec. 5.6(c)(1) was satisfied, the following
additional requirements must also be satisfied:

     (a)  The sum of the following two amounts must not exceed the greater of
          the limit determined under subsection (b) or the limit determined
          under subsection (c):

          (1)  The average deferral percentage for Highly Compensated Associates
               (determined under Sec. 5.4(b) following any adjustments required
               by Sec. 5.4).

          (2)  The average contribution percentage for Highly Compensated
               Associates (determined under Sec. 5.6(b) following any
               adjustments required by Sec. 5.6).

     (b)  The limit under this subsection is the sum of the following amounts:


                                       -23-

<PAGE>

          (1)  1.25 multiplied by the greater of:

               (A)  The average deferral percentage for Non-Highly Compensated
                    Associates (determined under Sec. 5.4(b) following any
                    adjustments required by Sec. 5.4), or

               (B)  The average contribution percentage for Non-Highly
                    Compensated Associates (determined under Sec. 5.6(b)
                    following any adjustments required by Sec. 5.6).

          (2)  Two percentage points plus the lesser of:

               (A)  The average deferral percentage for Non-Highly Compensated
                    Associates, or

               (B)  The average contribution percentage for Non-Highly
                    Compensated Associates.

               Notwithstanding the foregoing, the amount under this paragraph
               (2) cannot exceed the lesser of (A) or (B) above, multiplied by
               two, or such other limit as may be prescribed by Treasury
               Regulations.

     (c)  The limit under this subsection (c) is the amount that would be
          determined under subsection (b) by:

          (1)  Substituting "lesser" for "greater" in paragraph (1) of
               subsection (b), and

          (2)  Substituting "greater" for "lesser" each place that word appears
               in paragraph (2) of subsection (b).

     (d)  If the amount determined under subsection (a) exceeds the greater of
          the limits determined under subsections (b) and (c), an additional
          amount must be treated as Excess Pre-Tax Contributions and distributed
          under Sec. 5.4. In addition, any Matching Contributions attributable
          to those Pre-Tax Contributions shall be treated as forfeited and shall
          be applied as a credit against future contributions from the
          Participating Employers. Appropriate adjustments under this subsection
          must be made pursuant to Treasury regulations until the sum of the
          average deferral percentage and average contribution percentage for
          Highly Compensated Associates is equal to the greater of the limits
          determined under subsections (b) and (c).

     (e)  For Plan Years commencing on or after January 1, 1997, this section
          shall be applied in accordance with the provisions of IRS Notice 97-2
          or other applicable Notices or Treasury Regulations.

     SEC. 5.8 TIME OF CONTRIBUTIONS. Pre-Tax Contributions, Matching
Contributions, and Profit Sharing Contributions by a Participating Employer for
a Plan Year shall be paid to the Funding Agency no later than the time
(including extensions thereof) prescribed by law for filing the employer's
federal income tax return for the tax year in which the Plan Year ends. Pre-Tax
Contributions and any other contributions taken into account under Sec.
5.4(a)(1) shall be paid to the Funding Agency no later than 12 months following
the end of the Plan Year, if earlier. In addition, Pre-Tax Contributions


                                       -24-

<PAGE>

or Matching Contributions shall be paid to the Funding Agency by any earlier
date that may be specified in Treasury or Department of Labor regulations.

     SEC. 5.9 ALLOCATIONS. Contributions under Sections 5.1, 5.2, and 5.3 shall
be allocated to the Accounts of Participants as follows:

     (a)  Pre-Tax Contributions with respect to each Participant electing
          deferrals pursuant to Sec. 5.1 for a Plan Year shall be allocated to
          the 401(k) Account of each such Participant as of the last day of the
          Plan Year.

     (b)  Matching Contributions for a Plan Year, and the Forfeitures credited
          against such Contributions, shall be allocated to the Matching Account
          of each eligible Participant as of the last day of the Plan Year.

     (c)  Profit Sharing Contributions and Special Profit Sharing Contributions
          for a Plan Year shall be allocated to the Profit Sharing Account or
          Special Profit Sharing Account, as the case may be, of each eligible
          Participant as of the last day of the Plan Year.

     (d)  Allocations shall be reflected in Accounts as provided in Article VII.
          However, the Funding Agency shall treat contributions as though they
          had been allocated to the Accounts as of the Valuation Date coinciding
          with or following the date they were deposited with the Funding Agency
          for purposes of allocating investment gains and losses pursuant to
          Sec. 7.2 and Sec. 7.3.

     SEC. 5.10 LIMITATIONS ON CONTRIBUTIONS. In no event shall the amount of a
Participating Employer's contribution under this Article for any Plan Year
exceed the lesser of:

     (a)  The maximum amount allowable as a deduction in computing its taxable
          income for that Plan Year for federal income tax purposes.

     (b)  The aggregate of the amount of contributions by such Participating
          Employer that may be allocated to the Accounts of each Participant
          under the provisions of Article VI.


                                       -25-

<PAGE>

                                   ARTICLE VI

                            LIMITATION ON ALLOCATIONS
                            -------------------------

     SEC. 6.1 LIMITATION ON ALLOCATIONS. Notwithstanding any provisions of the
Plan to the contrary, allocations to Participants under the Plan shall not
exceed the maximum amount permitted under Code section 415. For purposes of the
preceding sentence, the following rules shall apply unless otherwise provided in
Code section 415:

     (a)  The Annual Additions with respect to a Participant for any Plan Year
          shall not exceed the lesser of:

          (1)  $30,000 for Plan Years ending prior to 2001, $35,000 for the Plan
               Year ending in 2001, and $40,000 for Plan Years commencing in
               2002 or later, adjusted for each subsequent Plan Year to reflect
               cost of living increases for that Plan Year provided under Code
               section 415(d) or published by the Secretary of the Treasury.

          (2)  25% of the Compensation of such Participant for Plan Years
               commencing prior to 2002, and 100% of the Compensation of such
               Participant for Plan Years commencing in 2002 or later. This
               paragraph (2) shall not apply to any contribution for medical
               benefits after separation from service within the meaning of Code
               sections 401(h) or 419A(f)(2) which is otherwise treated as an
               Annual Addition.

     (b)  If a Participant is also a participant in one or more other defined
          contribution plans maintained by a Participating Employer or an
          Affiliate, and if the amount of employer contributions and forfeitures
          otherwise allocated to the Participant for a Plan Year must be reduced
          to comply with the limitations under Code section 415, such
          allocations under this Plan and each of such other plans shall be
          reduced pro rata in the sequence specified in subsection (c), and pro
          rata within each category within that sequence, to the extent
          necessary to comply with said limitations, except that reductions to
          the extent necessary shall be made in allocations under profit sharing
          plans and stock bonus plans before any reductions are made under money
          purchase plans.

     (c)  If for any Plan Year the limitation described in subsection (a) would
          otherwise be exceeded by contributions to this Plan with respect to
          any Participant, the Participant's Annual Additions shall be adjusted
          in the following sequence, but only to the extent necessary to reduce
          Annual Additions to the level permitted in subsection (a):

          (1)  The Participant's after-tax voluntary employee contributions for
               the Plan Year, if any, shall be refunded to the Participant
               during the Plan Year or as soon as reasonably possible following
               the end of the Plan Year.

          (2)  The Participant's Pre-Tax Contributions for the Plan Year, if
               any, shall be reduced, and that amount shall be refunded to the
               Participant.

          (3)  If, after the adjustments in paragraphs (1) and (2) there is an
               excess amount with respect to a Participant for a Plan Year, such
               excess amount shall be held unallocated in a suspense account.
               The suspense account will be applied to reduce future employer
               contributions for all Participants in the current Plan Year, the
               next Plan


                                       -26-

<PAGE>

               Year, and in each succeeding Plan Year, if necessary. The
               suspense account will participate in the allocation of the
               investment gains and losses of the Fund and the value of such
               account will be considered in valuing other Accounts under the
               Plan.

          (4)  Any amounts refunded under paragraphs (1) or (2) shall be
               disregarded for purposes of applying the limits under Sec. 5.4,
               Sec. 5.5 and Sec. 5.6.

     (d)  Code section 415(e) ceased to apply to this Plan effective January 1,
          2000.

     (e)  For purposes of this section, "Annual Additions" means the sum of the
          following amounts allocated to a Participant for a Plan Year under
          this Plan and all other defined contribution plans maintained by a
          Participating Employer or an Affiliate in which he or she
          participates:

          (1)  Employer contributions, including Pre-Tax Contributions made
               under this Plan. Excess Pre-Tax Contributions, and Excess
               Aggregate Contributions which are distributed under the
               provisions of Article V are included in Annual Additions, but
               Excess Deferrals which are distributed under Sec. 5.5 are not
               included in Annual Additions.

          (2)  Forfeitures, if any.

          (3)  Voluntary non-deductible contributions, if any.

          (4)  Amounts attributable to medical benefits as described in Code
               sections 415(1)(2) and 419A(d)(2).

          An Annual Addition with respect to a Participant's Accounts shall be
          deemed credited thereto with respect to a Plan Year if it is allocated
          to the Participant's Accounts under the terms of the Plan as of any
          date within such Plan Year. Annual Additions do not include any
          rollover contributions as defined in Code sections 402(c), 403(a)(4),
          403(b)(8) or 457(e)(16), or in any other provision of the Code which
          may allow rollover contributions to be made to this Plan from time to
          time. For Plan Years commencing in 2002 or later, any catch-up
          contributions under Code section 414(v) and Sec. 5.1(j) shall be
          disregarded in determining Annual Additions.

     (f)  For purposes of this section, "Compensation" means an individual's
          earned income, wages, salaries, fees for professional services and
          other amounts received (without regard to whether or not an amount is
          paid in cash) for personal services actually rendered in the course of
          employment with the Participating Employers and Affiliates to the
          extent that the amounts are includible in gross income (including, but
          not limited to, commissions, compensation for services on the basis of
          a percentage of profits, tips, bonuses, fringe benefits, and
          reimbursements or other expense allowances under a nonaccountable plan
          described in Treasury Regulation ss. 1.62-2(c)), subject to the
          following:

          (1)  For Plan Years commencing on or after January 1, 1998,
               Compensation includes the Pre-Tax Contributions to this Plan and
               any elective salary reduction contributions to any other plan
               which meets the requirements of Code sections 125, 401(k),
               402(h)(1)(B) or 403(b) (or of Code section 132(f)(4) commencing
               January 1, 2001).


                                       -27-

<PAGE>

               Compensation excludes any other employer contributions to a plan
               of deferred compensation which are not includible in the
               individual's gross income for the taxable year in which
               contributed, any distributions from a plan of deferred
               compensation, and any other amounts which receive special tax
               benefits. However, any amounts received by an individual pursuant
               to an unfunded non-qualified plan of deferred compensation may be
               considered as Compensation in the year such amounts are
               includible in the individual's gross income.

          (2)  Compensation excludes amounts realized from the exercise of a
               non-qualified stock option, or when restricted stock (or
               property) either becomes transferable or is no longer subject to
               a substantial risk of forfeiture.


                                       -28-

<PAGE>

                                   ARTICLE VII

                               INDIVIDUAL ACCOUNTS
                               -------------------

     SEC. 7.1 ACCOUNTS FOR PARTICIPANTS. The following Accounts may be
established under the Plan for a Participant:

     (a)  A 401(k) Account, Matching Account, and Profit Sharing Account shall
          be established for each Participant who makes or receives
          contributions allocable to such an Account.

     (b)  A Special Profit Sharing Account shall be established for each
          Participant who receives a Special Profit Sharing Contribution under
          Sec. 5.3(b).

     (c)  A Forfeiture Account shall be established for each Participant whose
          Termination of Employment occurs under circumstances such that at that
          time the Participant has not become 100% vested in his or her Matching
          or Profit Sharing Account.

     (d)  A Rollover Account shall be established for each Participant who makes
          a Rollover Contribution, as provided by Sec. 7.5.

     (e)  One or more Transfer Accounts shall be maintained to hold any amounts
          transferred to this Plan from the Melville Plan with respect to the
          Participant.

More than one of any of the above types of Accounts may be established if
required by the Plan or if considered advisable by the Company in the
administration of the Plan. Except as expressly provided herein to the contrary,
the Fund shall be held and invested on a commingled basis, Accounts shall be for
bookkeeping purposes only, and the establishment of Accounts shall not require
any segregation of Fund assets.

     SEC. 7.2 VALUATION PROCEDURE. As of each Valuation Date, the value of each
Account shall be adjusted to reflect the effect of distributions, transfers,
withdrawals, income, realized and unrealized profits and losses, contributions,
and all other transactions with respect to the Account since the next preceding
Valuation Date, as follows:

     (a)  The value of each Account determined in accordance with this section
          as of the preceding Valuation Date (and adjusted as provided in
          subsection (c) below) shall be adjusted to reflect any investment
          gains, losses or expenses credited to or charged against the Account
          by the Funding Agency pursuant to Sec. 7.3.

     (b)  There shall be added to the adjusted value of each Account the amount
          of any contributions made for that Account pursuant to Article V
          during the period subsequent to the preceding Valuation Date and
          ending on the current Valuation Date.

     (c)  From the value of each Account determined as of the next preceding
          Valuation Date, there shall be deducted the amount of all
          distributions and withdrawals, if any, made from the Account since the
          preceding Valuation Date.

If a Participant's Termination of Employment (or any other event) occurred after
the preceding Valuation Date and on or before the current Valuation Date, and if
the Participant was not 100%



                                       -29-

<PAGE>

vested in his or her Matching and Profit Sharing Accounts, the value of such
Accounts as determined above shall be adjusted by deducting the percentage of
such Accounts not so vested and crediting them to the Participant's Forfeiture
Account.

     SEC. 7.3 INVESTMENT OF ACCOUNTS. Each Participant shall direct the
investment of his or her Accounts, subject to the following:

     (a)  The Company shall determine the class or classes of investments which
          will be made available as investment options under this Plan from time
          to time. The Company may in its sole discretion add additional options
          or delete existing options at any time.

     (b)  All investment directions shall be filed with the Company, or with
          such agent or agents as may be designated from time to time by the
          Company for this purpose, and shall be made in writing or in such
          other manner as the Company may authorize from time to time. Each
          investment direction shall remain in effect until a new investment
          direction is filed by the Participant. An initial investment direction
          shall be filed by the Participant when an Account is first established
          for the Participant. Thereafter, a Participant may change the
          investment of the existing Account balances and/or the investment of
          future contributions as of any Valuation Date (or as of such other
          dates as may be authorized by the Company from time to time). All
          investment designations must be in whatever increments for any
          investment option are established by the Company from time to time.
          All such investment designations must be filed with the Company or its
          agent prior to the deadline established by the Company for the
          effective date. Except where the foregoing provisions establish a
          later effective date, investment directions shall be implemented as
          soon as reasonably possible after they are received by the Funding
          Agency.

     (c)  All investment directions by a Participant shall be complete as to the
          terms of the investment transaction. The Participant shall provide for
          both the investment of existing Account balances and the investment of
          future contributions on behalf of the Participant. No Funding Agency
          shall have any obligation whatsoever to invest or manage any assets
          held in a Participant's Accounts, its sole duty being to follow within
          a reasonable period of time all proper directions of the Participant
          which are made in accordance with the Plan and which are not contrary
          to ERISA. If a Participant fails to provide directions as to the
          investment of any cash held in his or her Accounts, the Company may in
          its sole discretion designate an investment vehicle to be used to hold
          such funds.

     (d)  All earnings and losses on the investments held for each of the
          Participant's Accounts shall be credited directly to such Account, and
          the Account shall be charged with all expenses attributable to such
          investments. If assets of an Account are commingled for investment
          with assets of other Accounts, all such Accounts shall share
          proportionately in the investment experience of and expenses
          chargeable to the commingled fund according to a method which the
          Funding Agency determines in its sole discretion to be reasonable. The
          Funding Agency may also charge to each such Account such portion of
          the general expenses of the Fund as the Funding Agency determines in
          its sole discretion to be reasonable.

     (e)  Following the death of the Participant, each of his or her
          Beneficiaries shall have the right to direct the investment of the
          portion of the Participant's Accounts held on behalf of the
          Beneficiary. An "alternate payee" pursuant to the terms of a qualified
          domestic relations


                                       -30-

<PAGE>

          order shall have the right to direct the investment of the Accounts
          held on behalf of the alternate payee after the order is determined to
          be qualified, unless the order specifically provides to the contrary.
          In each such case, the directions shall be subject to the same terms
          and conditions as applied to the Participant.

     (f)  The Funding Agency shall at all times retain title to all assets held
          for Accounts, and shall have the voting power with respect to all
          stock or other securities held for Accounts, unless that voting power
          has been delegated in writing to an investment manager or other entity
          or individual.

     (g)  All investment directions shall be in accordance with such rules and
          regulations as the Company or the Funding Agency may establish from
          time to time for this purpose.

     (h)  Each Account shall be valued by the Funding Agency at fair market
          value as of each Valuation Date and at such other times as may be
          necessary for the proper administration of the Plan. If fair market
          value of an asset is not available, it shall be deemed to be fair
          value as determined in good faith by the Company or other Named
          Fiduciary assigned such function, or if such asset is held in trust
          and the trust agreement so provides, as determined in good faith by
          the trustee. If any portion of the fund is invested in a contract
          issued by an insurance company, of a type sometimes referred to as a
          "guaranteed income contract", under which the insurance company pays a
          guaranteed minimum rate of interest for a stated period of time, and
          if no event has occurred that will result in repayment of principal at
          a discounted value, the fair market value of the contract shall be
          deemed to be its book value.

     (i)  Notwithstanding anything herein to the contrary, if the Plan receives
          a recovery on an investment (including, but not limited to, a recovery
          from the Federal Deposit Insurance Corporation, a state insurance
          guaranty association or the Securities Industry Protection
          Corporation, or a recovery under federal or state securities laws)
          which recovery is earmarked by the paying entity as attributable to a
          specific Participant or Beneficiary, the amount recovered shall be
          allocated only to the Account(s) of such Participant or Beneficiary,
          and the Accounts of other Participants and Beneficiaries shall not
          share in the recovery. The Company shall make appropriate adjustments
          in allocations of investment earnings and losses and Account values to
          reflect the provisions of this subsection.

     SEC. 7.4 PARTICIPANT STATEMENTS. Each Plan Year the Company may cause each
Participant to be provided with a statement of Account balances as of the end of
the immediately preceding Plan Year.

     SEC. 7.5 ROLLOVER ACCOUNTS. At the request of a Qualified Associate and
with the consent of the Company, the Plan may accept a transfer to the Fund of
an amount that constitutes a Rollover Contribution. The Company shall grant such
consent in its sole discretion and only if it is certain that the amount to be
transferred will constitute a proper Rollover Contribution. All Rollover
Contributions shall be in the form of cash or cash equivalents. Notwithstanding
any provisions of the Plan to the contrary, the following shall apply with
respect to a Rollover Contribution:

     (a)  A Rollover Account shall be established for each individual who makes
          a Rollover Contribution. From the date the assets of the Rollover
          Contribution are transferred to the


                                       -31-

<PAGE>

          Fund through the first Valuation Date following such transfer, the
          Rollover Account shall be valued at the fair market value of said
          assets on the date of such transfer.

     (b)  A Rollover Account shall be treated in all respects the same as a
          Profit Sharing Account except as provided in (a) above, and any
          references in the Plan to a Profit Sharing Account shall apply equally
          to a Rollover Account, except that no employer or employee
          contributions shall ever be added to a Rollover Account, and in the
          event of the individual's Termination of Employment entitling him or
          her to a benefit under Sec. 9.2, the vested percentage in the Rollover
          Account shall be 100%.

     (c)  The individual shall be treated the same as a Participant hereunder
          from the time of the transfer, but shall not actually be a Participant
          and shall not be eligible to receive an allocation of employer
          contributions or to make employee contributions until he or she has
          satisfied the requirements of Article IV.

     (d)  For purposes of this section, "Rollover Contribution" means a
          contribution of an amount which may be rolled over to this Plan
          pursuant to Code section 401(a)(31), 402(c), 403(a)(4), or 408(d)(3),
          or pursuant to any other provision of the Code which may permit
          rollovers to this Plan from time to time. However, no Rollover
          Contribution will be permitted to this Plan to the extent it consists
          of amounts attributable to after-tax contributions, regardless of the
          provisions of Code section 402(c)(2), and no Rollover Contribution
          will be permitted pursuant to Code section 403(b)(8) or 457(e)(16).


                                       -32-

<PAGE>

                                  ARTICLE VIII

                           DESIGNATION OF BENEFICIARY
                           --------------------------

     SEC. 8.1 PERSONS ELIGIBLE TO DESIGNATE. Any Participant may designate a
Beneficiary to receive any amount payable from the Fund as a result of the
Participant's death, provided that the Beneficiary survives the Participant. The
Beneficiary may be one or more persons, natural or otherwise. By way of
illustration, but not by way of limitation, the Beneficiary may be an
individual, trustee, executor, or administrator. The Beneficiary with respect to
one Account may be different from the Beneficiary with respect to another
Account. A Participant may also change or revoke a designation previously made,
without the consent of any Beneficiary named therein.

     SEC. 8.2 SPECIAL REQUIREMENTS FOR MARRIED PARTICIPANTS. Notwithstanding the
provisions of Sec. 8.1, if a Participant is married at the time of his or her
death, the Beneficiary shall be the Participant's spouse unless the spouse has
consented in writing to the designation of a different Beneficiary, the spouse's
consent acknowledges the effect of such designation, and the spouse's consent is
witnessed by a representative of the Plan or a notary public. Such consent shall
be deemed to have been obtained if it is established to the satisfaction of the
Company that such consent cannot be obtained because there is no spouse, because
the spouse cannot be located, or because of such other circumstances as may be
prescribed by federal regulations. Any consent by a spouse shall be irrevocable.
Any designation of a Beneficiary which has received spousal consent may be
changed (other than by being revoked) without spousal consent only if the
consent by the spouse expressly permits subsequent designations by the
Participant without any requirement for further consent by the spouse. Any such
consent shall be valid only with respect to the spouse who signed the consent,
or in the case of a deemed consent, the designated spouse.

     SEC. 8.3 FORM AND METHOD OF DESIGNATION. Any designation or a revocation of
a prior designation of Beneficiary shall be in writing on a form acceptable to
the Company and shall be filed with the Company. The Company and all other
parties involved in making payment to a Beneficiary may rely on the latest
Beneficiary designation on file with the Company at the time of payment or may
make payment pursuant to Sec. 8.4 if an effective designation is not on file,
shall be fully protected in doing so, and shall have no liability whatsoever to
any person making claim for such payment under a subsequently filed designation
of Beneficiary or for any other reason.

     SEC. 8.4 NO EFFECTIVE DESIGNATION. If there is not on file with the Company
an effective designation of Beneficiary by a deceased Participant, the
Beneficiary shall be the person or persons surviving the Participant in the
first of the following classes in which there is a survivor, share and share
alike:

     (a)  The Participant's spouse.

     (b)  The Participant's children, except that if any of the Participant's
          children predecease the Participant but leave issue surviving the
          Participant, such issue shall take by right of representation the
          share their parent would have taken if living.

     (c)  The Participant's parents.

     (d)  The Participant's brothers and sisters.


                                       -33-

<PAGE>

     (e)  The Participant's estate.

Determination of the identity of the Beneficiary in each case shall be made by
the Company.

     SEC. 8.5 SUCCESSOR BENEFICIARY. If a Beneficiary who survives the
Participant subsequently dies before receiving all payments to which the
Beneficiary was entitled, the successor Beneficiary, determined in accordance
with the provisions of this section, shall be entitled to the balance of any
remaining payments due. A Beneficiary who is not the surviving spouse of the
Participant may not designate a successor Beneficiary. A Beneficiary who is the
surviving spouse may designate a successor Beneficiary only if the Participant
specifically authorized such designations on the Participant's Beneficiary
designation form. If a Beneficiary is permitted to designate a successor
Beneficiary, each such designation shall be made according to the same rules
(other than Sec. 8.2) applicable to designations by Participants. If a
Beneficiary is not permitted to designate a successor Beneficiary, or is
permitted to do so but fails to make such a designation, the balance of any
payments remaining due will be payable to a contingent Beneficiary if the
Participant's Beneficiary designation so specifies, and otherwise to the estate
of the deceased Beneficiary.

     SEC. 8.6 INSURANCE CONTRACT. Notwithstanding the foregoing provisions of
this Article VIII, as to benefits payable under a contract issued by an
insurance company, said contract shall govern the designation of Beneficiary
entitled to benefits thereunder except to the extent the contract is
inconsistent with the provisions of Sec. 8.2 or Sec. 10.1.


                                       -34-

<PAGE>

                                   ARTICLE IX

                              BENEFIT REQUIREMENTS
                              --------------------

     SEC. 9.1 BENEFIT ON RETIREMENT OR DISABILITY. If a Participant's
Termination of Employment occurs (for any reason other than death) after either
of the following events, the Participant shall be 100% vested and shall be
entitled to a benefit equal to the value of all of his or her Accounts:

     (a)  The Participant has reached Normal Retirement Age.

     (b)  The Participant's Termination of Employment has occurred due to a
          bodily injury or disease which the Company determines, based on
          competent medical evidence, makes the Participant permanently disabled
          from performing the normal duties of his or her position with a
          Participating Employer.

The benefit shall be paid at the times and in the manner determined under
Article X.

     SEC. 9.2 OTHER TERMINATION OF EMPLOYMENT. If a Participant's Termination of
Employment occurs (for any reason other than death) under circumstances such
that the Participant is not entitled to a benefit under Sec. 9.1, the
Participant shall be entitled to a benefit equal to the value of all of his or
her Accounts other than Matching and Profit Sharing Accounts and also a benefit
equal to the vested percentage of the value of the Participant's Matching and
Profit Sharing Accounts, subject, however, to the following:

     (a)  If the Participant's Termination of Employment occurs on or after
          January 1, 2002, the vested percentage shall depend upon the number of
          the Participant's full Years of Vesting Service at the time of the
          Termination of Employment, as follows:

          (1)  The vested percentage of the Participant's Profit Sharing Account
               shall be determined from the following schedule:

                                         Vesting Schedule
                                         ----------------

                  Full Years of Vesting Service            Vested Percentage
                  -----------------------------            -----------------

                            Less than 5                            0%
                            5 or more                            100%

          (2)  The vested percentage of the Participant's Matching Account shall
               be determined from the following schedule:

                                         Vesting Schedule
                                         ----------------

                  Full Years of Vesting Service            Vested Percentage
                  -----------------------------            -----------------

                            Less than 3                            0%
                            3 or more                            100%


                                       -35-

<PAGE>

          (3)  Notwithstanding paragraphs (1) and (2), if the Participant has a
               separate Profit Sharing Account or Matching Account established
               pursuant to Sec. 1.9 which holds funds that were transferred to
               this Plan from the El Portal Group 401(k) Plan or the Bentley's
               Luggage Corp. Employees' Profit Sharing Plan as a result of the
               merger of those plans into this Plan effective March 1, 2002, the
               Participant's vested percentage in such Account shall not be less
               than the vested percentage determined under the provisions of the
               applicable merged plan that applied to such Account as in effect
               on December 31, 2001.

     (b)  The portion of the Matching and Profit Sharing Accounts that is not
          vested shall be transferred to the Participant's Forfeiture Account as
          of the Valuation Date coincident with or next following his or her
          Termination of Employment, as provided in Sec. 7.2. Thereafter, the
          disposition of said Forfeiture Account shall be as provided below:

          (1)  If the Participant is subsequently reemployed before the date the
               Forfeiture occurs under paragraph (2), the Forfeiture Account
               shall be reinstated as separate Matching and Profit Sharing
               Accounts, to which the Participant shall be entitled in
               accordance with the provisions of this Article IX upon a
               subsequent Termination of Employment.

          (2)  The value of the Forfeiture Account shall be recognized as
               Forfeitures as of the earlier of the following dates:

               (A)  The date the Participant incurred a five-year Recognized
                    Break In Service.

               (B)  The date that the vested portion of all of the Participant's
                    Accounts has been distributed to the Participant. If the
                    Participant was 0% vested in a particular Account, that
                    Account will be deemed for purposes of this subparagraph (B)
                    to have been distributed when the Participant's Termination
                    of Employment occurred.

               The Participant shall lose all claim to the Forfeiture Account
               when the Forfeiture occurs. The Forfeiture Account shall then be
               (i) applied to reinstate Accounts pursuant to paragraph (4), (ii)
               allocated as Special Profit Sharing Contributions under Sec.
               5.3(b), (iii) applied as a credit against future Matching
               Contributions under Sec. 5.2, or (iv) used to pay administrative
               expenses of the Plan, as directed by the Company.

          (3)  If a former Participant whose Account was forfeited under
               paragraph (2) on or after the Effective Date is subsequently
               reemployed before incurring a Recognized Break In Service of at
               least 60 months duration, separate Matching and Profit Sharing
               Accounts shall be reinstated for the Participant as of the
               Valuation Date coincident with the last day of the Plan Year in
               which the reemployment occurred. The Participant shall be
               entitled to such Accounts in accordance with the provisions of
               this Article IX upon any subsequent Termination of Employment.
               The total value of such Accounts as of such Valuation Date shall
               be equal to the value of the Forfeiture Account as of the
               Valuation Date referred to in paragraph (2). The reinstated
               Accounts shall be funded as provided in paragraph (4).


                                       -36-

<PAGE>

          (4)  The amount required to reinstate an Account pursuant to paragraph
               (3) as of the last day of a Plan Year shall be provided from the
               following sources in the priority indicated:

               (A)  Amounts forfeited under this subsection (b) for the Plan
                    Year.

               (B)  Employer contributions for the Plan Year.

               (C)  Net income or gain of the Fund not previously allocated to
                    other Accounts.

          (5)  If Forfeitures are to be applied as a credit against future
               contributions and a Forfeiture would exceed the amount remaining
               due from the Participating Employers for the Plan Year, the
               Forfeiture shall instead occur on the first day of the following
               Plan Year.

     (c)  If the Participant has had a Recognized Break In Service of at least
          60 months duration, for purposes of determining the vested portion of
          the Participant's Accounts attributable to employer contributions
          which accrued before such break, Vesting Service after the break in
          service shall not be taken into account.

     (d)  The benefit under this section shall be paid at the times and in the
          manner determined under Article X.

     SEC. 9.3 DEATH. If a Participant's Termination of Employment is the result
of death, his or her Beneficiary shall be entitled to a benefit equal to the
value of all of the Participant's Accounts. Such benefit shall be paid at the
times and in the manner determined under Article X. If a Participant's death
occurs after his or her Termination of Employment, distribution of the vested
balance of the Participant's Accounts shall be made to the Beneficiary in
accordance with the provisions of Article X.

     SEC. 9.4 WITHDRAWALS BEFORE TERMINATION OF EMPLOYMENT. A Participant may
request a cash withdrawal from his or her vested Accounts at any time prior to
the date benefits first become payable to the Participant under Sec. 9.1 or Sec.
9.2 pursuant to the following:

     (a)  Until the Participant reaches age 59 1/2, a withdrawal may be made
          from his or her vested Accounts (other than any Rollover Account) only
          to meet a financial hardship. A hardship withdrawal will be permitted
          only if the Company determines that both of the following requirements
          are met:

          (1)  The distribution must be made on account of one of the following
               reasons:

               (A)  Expenses for medical care described in Code section 213(d)
                    incurred by the Participant, the Participant's spouse, or
                    any dependents of the Participant, as defined in Code
                    section 152, or expenses necessary for any of those persons
                    to obtain such medical care.

               (B)  Costs directly related to the purchase of the principal
                    residence of the Participant (excluding mortgage payments).


                                       -37-

<PAGE>

               (C)  Payment of tuition and related educational fees for the next
                    12 months of post-secondary education for the Participant,
                    or for his or her spouse, children or dependents.

               (D)  The need to prevent the eviction of the Participant from his
                    or her principal residence or foreclosure on the mortgage of
                    the Participant's principal residence.

          (2)  All of the following requirements must be satisfied:

               (A)  The amount of the distribution cannot exceed the amount of
                    the immediate and heavy financial need of the Participant.
                    The Company may reasonably rely on the Participant's
                    representation as to that amount. However, the amount of the
                    distribution may include any amounts determined by the
                    Company to be necessary to pay any federal, state or local
                    income taxes or penalties reasonably expected to result from
                    the distribution.

               (B)  The Participant must have obtained all distributions, other
                    than hardship distributions, and all nontaxable loans
                    currently available under all plans maintained by the
                    Participating Employers or any Affiliate.

               (C)  The Participant's elective contributions and employee
                    contributions under the Plan and all other qualified and
                    nonqualified plans of deferred compensation maintained by
                    the Participating Employers or any Affiliate will be
                    suspended pursuant to the terms of the plan or an otherwise
                    legally enforceable agreement for at least six months after
                    the receipt of the hardship distribution in the case of
                    distributions occurring on or after January 1, 2002, and for
                    at least twelve months after the receipt of the hardship
                    distribution in the case of distributions occurring during
                    2001.

               (D)  For the calendar year immediately following the calendar
                    year of the hardship distribution, the Participant may not
                    make contributions under all plans maintained by the
                    Participating Employers or any Affiliate in excess of the
                    applicable limit under Code section 402(g) for such next
                    calendar year less the amount of the Participant's elective
                    contributions for the calendar year of the hardship
                    distribution. Commencing January 1, 2002, this subparagraph
                    (D) shall be modified as provided in any applicable Treasury
                    regulations or IRS notices.

               (E)  Notwithstanding the foregoing provisions of this paragraph
                    (2), this paragraph (2) will be satisfied if the IRS issues
                    a revenue ruling, notice, or other document of general
                    applicability which establishes an alternative method under
                    which distributions will be deemed to be necessary to
                    satisfy an immediate and heavy financial need and all of the
                    requirements of such alternative method are met.

     (b)  After the Participant reaches age 59 1/2, a withdrawal may be made
          from his or her vested Accounts for any reason.


                                       -38-

<PAGE>

     (c)  A withdrawal may be made from the Participant's Rollover Account, if
          any, at any age and for any reason.

     (d)  Any Rollover Account of the Participant shall be withdrawn in full
          before any withdrawals will be permitted under subsection (a) or (b).
          Amounts shall be withdrawn under subsections (a) and (b) from the
          Participant's remaining Accounts in the following order:

          (1)  Transfer Account.

          (2)  Matching Account (if 100% vested)

          (3)  Profit Sharing Account (if 100% vested)

          (4)  401(k) Account.

          (5)  Special Profit Sharing Account.

     (e)  Notwithstanding the foregoing, earnings credited to the Participant's
          401(k) Account cannot be withdrawn under subsection (a). No
          withdrawals under subsection (a) may be made from any Special Profit
          Sharing Account.

     (f)  Requests for withdrawals under this section shall be made pursuant to
          applicable rules and regulations adopted by the Company which are
          uniform and non-discriminatory as to all Participants and shall be
          submitted to the Company or its designated agent in such form as the
          Company prescribes for this purpose. The Company or its agent shall
          determine whether the requirements of this section have been met.

     (g)  The Company or its designated agent shall direct the Funding Agency
          respecting the payment of withdrawals under this section. Payment
          shall be made to the Participant as soon as administratively feasible
          after the withdrawal request has been approved.

     SEC. 9.5 LOANS TO PARTICIPANTS. The Company may authorize a loan to a
Participant who is employed by a Participating Employer or an Affiliate and who
makes application therefor. Each such loan shall be subject to the following
provisions:

     (a)  The amount of any loan to a Participant, when added to the balance of
          all other loans to the Participant under this Plan and all related
          plans which are outstanding on the day on which such loan is made,
          shall not exceed the lesser of:

          (1)  $50,000, reduced by the excess (if any) of (i) the highest
               outstanding balance of loans to the Participant from the Plan and
               all related plans during the one-year period ending on the day
               before the date the loan is made, over (ii) the outstanding
               balance of loans to the Participant from the Plan and all related
               plans on the date the loan is made; or

          (2)  50% of the amount to which the Participant would be entitled in
               the event his or her Termination of Employment were to occur on
               the date the loan is made.


                                       -39-

<PAGE>

          For purposes of this section, a related plan is any "qualified
          employer plan", as defined in Code section 72(p)(4), sponsored by the
          Participant's Participating Employer or any related employer,
          determined according to Code section 72(p)(2)(D).

     (b)  The minimum amount of any loan shall be $1,000.00. Only one loan can
          be outstanding to a Participant at any time.

     (c)  Each loan shall be evidenced by the Participant's promissory note
          payable to the order of the Funding Agency. Each loan shall be
          adequately secured as determined by the Company. A loan shall be
          considered adequately secured whenever the outstanding balance does
          not exceed the amount in which the Participant would have a vested
          interest in the event of his or her Termination of Employment.

     (d)  The Company shall determine the rate of interest to be paid with
          respect to each loan, which shall be a reasonable rate of interest
          within the meaning of Code section 4975. The rate shall be based on
          the interest rates charged by persons in the business of lending money
          in the region in which the Company operates for loans which would be
          made under similar circumstances. As of February 1, 1998, the interest
          rate is 1% above the prime rate as published in the Wall Street
          Journal as of the first business day of the month in which the loan is
          requested.

     (e)  Each such loan shall provide for the payment of accrued interest and
          for repayment of principal in substantially equal installments not
          less frequently than quarterly. There will be no penalty for
          prepayments of any loan in full. Partial prepayments are not allowed.
          While the Participant is employed by the Participating Employers, all
          loans shall be repaid through payroll deductions on each regular
          payroll period to the extent possible. The Participant shall execute
          any documents required to authorize such deductions. If the
          Participant's payroll frequency changes, any remaining loan principal
          will be reamortized over the remainder of the current amortization
          period using the new payroll frequency.

     (f)  Each loan shall extend for a stated period determined by agreement of
          the Participant and the Company, not exceeding five years. The
          limitation in the preceding sentence shall not apply to any loan
          designated by the Company as a home loan. For purposes of this
          paragraph, a home loan is a loan used to acquire any dwelling unit
          which within a reasonable time is to be used as the principal
          residence of the Participant. The duration of home loans shall be
          determined by the Company, and shall not exceed 15 years.

     (g)  Failure to pay any installment of interest or principal when due shall
          constitute a default of the loan, subject to the following:

          (1)  The default shall not occur if the installment is paid on or
               before the last day of the calendar quarter following the quarter
               in which the installment was due (or such earlier deadline for
               correcting the default as may be established by the Company from
               time to time). If the default is not corrected within the
               applicable grace period, the default shall occur on the last day
               of said grace period. In addition, loan repayments may be
               suspended under this Plan as permitted under Code section
               414(u)(4) (relating to periods of military service).


                                       -40-

<PAGE>

          (2)  If a Participant takes a leave of absence authorized by a
               Participating Employer, and if the leave is unpaid or the
               Participant's pay during the leave (after income and employment
               tax withholding) is not sufficient to pay the installments when
               due, a default shall not occur during the period of the leave if
               the Participant returns to employment with a Participating
               Employer by the first anniversary of the date the leave began. If
               the Participant does not return to employment with a
               Participating Employer by the first anniversary of the date the
               leave began, a default with respect to any installment due during
               the leave shall occur on the later of (i) the first anniversary
               of the date the leave began, or (ii) the last day of the
               applicable grace period with respect to that installment under
               paragraph (1).

          (3)  If a failure to pay installments on a loan during a leave of
               absence does not result in a default under paragraph (2), the
               installments under the Participant's note shall be extended for a
               period of time sufficient to repay the principal and accrued
               interest on the loan in full; provided that the repayment period
               shall not be extended beyond the maximum period allowed under
               subsection (f) from the date the loan was made.

          Events of default shall also include any other events identified as
          such in the Participant's note. Upon any default, the entire loan
          balance shall become due and payable in full.

     (h)  Notwithstanding subsections (f) and (g), all loans shall become due
          and payable in full 60 days following the date on which the
          Participant's Termination of Employment occurs (unless the Participant
          is reemployed by a Participating Employer prior to that deadline). If
          the loan has not been repaid in full by that time, the remaining
          principal and accrued interest shall become a default on that date,
          and the loan shall be distributed in kind by distributing the note to
          the Participant.

     (i)  In the event of a default on a loan, foreclosure on the note and
          application of the Participant's Accounts to satisfy the note will
          occur on the earliest date on which the Participant or Beneficiary is
          eligible to receive payment of benefits under the Plan (to the extent
          the payment is sufficient to satisfy the note), but shall not occur
          prior to such date.

     (j)  If a loan to a Participant is outstanding on the date a distribution
          is to be made from the Fund with respect to the portion of the
          Participant's Account or Accounts represented by the loan, the balance
          of the loan, or a portion thereof equal to the amount to be
          distributed, if less, shall on such date become due and payable (if
          not already due and payable). The portion of the loan due and payable
          shall be satisfied by offsetting such amount against the amount to be
          distributed to the Participant. Alternatively, the portion of the
          Participant's Account or Accounts equal to the outstanding balance on
          the loan may be distributed in kind by distribution of the
          Participant's note.

     (k)  If a loan to a Participant is outstanding at the time of the
          Participant's death, and if the loan is not repaid by the
          Participant's executor or administrator by the last day of the
          calendar quarter following the quarter in which the Participant died,
          the note shall be distributed in kind to the Participant's
          Beneficiary.

     (l)  The Company shall administer the loan program under this section and
          shall direct the Funding Agency with respect to the making of loans to
          Participants, the collection thereof, and all other matters pertaining
          thereto. The Funding Agency shall follow such directions


                                       -41-

<PAGE>

          to the extent possible and shall not take any independent action with
          respect to such loans. The Funding Agency shall have no responsibility
          whatsoever with respect to loans to Participants except to follow the
          directions of the Company to the extent possible.

     (m)  In accordance with the foregoing standards and requirements, loans
          shall be available to all Participants on a reasonably equivalent
          basis.

     (n)  All loans shall be governed by such non-discriminatory written rules
          as the Company may adopt, which shall be deemed to be a part of this
          Plan. Applications for loans shall be filed with the Company or its
          agent in such form as the Company may prescribe for this purpose.

     (o)  The Company shall cause to be furnished to any Participant receiving a
          loan any information required to be furnished pursuant to the Federal
          Truth In Lending Act, if applicable, or pursuant to any other
          applicable law.

     (p)  The portion of a Participant's Account or Accounts represented by the
          outstanding loan principal shall be segregated for investment
          purposes. In lieu of sharing in income or losses on investments of the
          Fund, the segregated portion of the Participant's Accounts shall be
          credited with all interest paid by the Participant on the loan.
          Repayments of principal and interest on a loan shall be reinvested in
          accordance with the investment designation in effect under Sec. 7.3
          for future contributions on the date the repayment is received by the
          Funding Agency. The Funding Agency may charge to the Participant's
          Accounts any expenses attributable to the loan and such portion of the
          general expenses of the Fund as the Funding Agency determines in its
          discretion to be reasonable. If a Participant's Termination of
          Employment results in a transfer to a Forfeiture Account, no portion
          of an Account attributable to an outstanding loan may be transferred
          to the Forfeiture Account.

     (q)  The Participant shall provide directions as to the investments held in
          his or her Accounts that are to be liquidated to provide the Fund with
          cash equal to the loan principal.

     (r)  Solely for purposes of this section, a former Participant (or any
          Beneficiary of a deceased Participant) who is entitled to a benefit
          from the Plan, and who is a "party in interest" as defined in section
          3(14) of ERISA, is considered to be still employed by a Participating
          Employer.


                                       -42-

<PAGE>

                                    ARTICLE X

                            DISTRIBUTION OF BENEFITS
                            ------------------------

     SEC. 10.1 TIME AND METHOD OF PAYMENT. The benefit to which a Participant or
Beneficiary may become entitled under Article IX shall be distributed to that
individual at such time as he or she elects, subject to the following:

     (a)  The distribution may be made at any time after the date as of which
          the Participant or Beneficiary becomes entitled to a benefit payment.
          All distributions shall be made by payment in a single sum, except as
          provided in subsection (j).

     (b)  Distribution must be made no later than the 60th day after the close
          of the Plan Year in which the Participant reaches age 65 or in which
          the Participant's Termination of Employment occurs, whichever is
          later; provided, however, that if the amount of the payment to be made
          cannot be determined by the later of the aforesaid dates, a payment
          retroactive to such date may be made no later than 60 days after the
          earliest date on which the amount of such payment can be ascertained.

     (c)  Commencing January 1, 1997, the distribution to a Participant must be
          made by April 1 of the calendar year following the later of (i) the
          calendar year in which the Participant attained age 70 1/2, or (ii)
          the calendar year in which the Participant's Termination of Employment
          occurs. However, clause (ii) of the previous sentence does not apply
          to any Participant who is a more than 5-percent owner of a
          Participating Employer (as defined in Code section 416) with respect
          to the Plan Year ending in the calendar year in which the Participant
          attains age 70 1/2. Any Participant who had begun receiving minimum
          distributions for years prior to 1997, but who is not required to
          receive such distributions under the provisions of this subsection,
          may file a written election with the Company to stop those
          distributions until the required beginning date under this subsection.

     (d)  If the Participant dies before receiving the distribution, the
          Participant's vested Accounts shall be distributed to the Beneficiary
          as soon as administratively practicable following the Participant's
          death, but in no event not later than December 31 of the year
          containing the fifth anniversary of the Participant's death.

     (e)  If more than one Beneficiary is entitled to benefits following the
          Participant's death, the interest of each Beneficiary shall be
          segregated into a separate Account for purposes of applying this
          section.

     (f)  For purposes of this section, "designated Beneficiary" means any
          individual who is a Beneficiary pursuant to Article VIII.

     (g)  Notwithstanding the foregoing, on and after January 1, 1998, if the
          total vested value of the Accounts of a Participant is $5,000 or less
          on the Valuation Date coincident with or immediately following the
          date the Participant's Termination of Employment occurs, or on any
          subsequent Valuation Date, a single-sum distribution shall be made to
          the Participant as soon as administratively feasible. This subsection
          shall also apply to any Participant whose Termination of Employment
          occurred prior to January 1, 1998 and whose total vested benefit


                                       -43-

<PAGE>


          on January 1, 1998 is $5,000 or less, in which case, the distribution
          shall be made as soon as administratively feasible after January 1,
          1998.

     (h)  Notwithstanding any provision of the Plan to the contrary,
          distributions under this section shall be made in accordance with the
          requirements of Code section 401(a)(9), including the incidental death
          benefit requirements of Code section 401(a)(9)(G) and the regulations
          thereunder. No distribution option otherwise permitted under this Plan
          will be available to a Participant or Beneficiary if such distribution
          option does not meet the requirements of Code section 401(a)(9),
          including subparagraph (G) thereof.

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

          (1)  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 to the extent such distribution is required
               under Code section 401(a)(9).

               (A)  Any hardship withdrawal from a Participant's 401(k) Account
                    prior to age 59 1/2 pursuant to Sec. 9.4 which is described
                    in Code section 401(k)(2)(B)(i)(IV) and which occurs after
                    December 31, 1998 and prior to January 1, 2002, and any
                    withdrawal from any of the Participant's Accounts due to
                    financial hardship prior to age 59 1/2 pursuant to Sec. 9.4
                    which occurs on or after January 1, 2002, is not an eligible
                    rollover distribution.

               (B)  Commencing January 1, 2002, a portion of a distribution
                    shall not fail to be an eligible rollover distribution
                    merely because the portion consists of after-tax employee
                    contributions which are not includible in gross income.
                    However, such portion may be transferred only to an
                    individual retirement account or annuity described in Code
                    section 408(a) or (b), or to a qualified defined
                    contribution plan described in Code section 401(a) or 403(a)
                    that agrees to separately account for the amounts so
                    transferred, including separately accounting for the portion
                    of such distribution which is includible in gross income and
                    the portion of such distribution which is not so includible.

          (2)  An "eligible retirement plan" is an individual retirement account
               described in Code section 408(a), an individual retirement
               annuity described in Code section 408(b), an annuity plan
               described in Code section 403(a), or a qualified trust described
               in Code section 401(a) with respect to a defined contribution
               plan, that accepts the distributee's eligible rollover
               distribution. Commencing January 1, 2002, an eligible retirement
               plan also means an annuity contract described in Code section
               403(b), or an eligible plan under Code section 457(b) which is
               maintained by a state, a political subdivision of a state, or any
               agency or instrumentality of a state or political subdivision of
               a state and which agrees to account separately for amounts
               transferred into such plan from this Plan. Prior to January 1,
               2002, in the case of an eligible rollover distribution to the
               surviving spouse, an eligible retirement plan is limited to an
               individual retirement account or individual retirement annuity.


                                       -44-

<PAGE>

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

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

     (j)  If a Participant is employed by a Participating Employer on the date
          that a distribution is required to occur under subsection (c), the
          lump sum distribution requirement under subsection (a) shall not apply
          until the Participant's Termination of Employment occurs. The amount
          to be distributed on each date by which a distribution is required
          prior to the Participant's Termination of Employment will be
          determined under paragraphs (1) and (2) below.

          (1)  The amount to be distributed to the Participant on or before
               April 1 following the calendar year in which the Participant
               attains age 70 1/2 shall be equal to the Participant's entire
               interest in the Plan as of the December 31st preceding such
               calendar year divided by the smaller of:

               (A)  The joint life and last survivor expectancy (determined
                    pursuant to Treasury Regulation ss.1.72-9) of the
                    Participant and the Participant's oldest designated
                    Beneficiary, if any, based on the age of each individual as
                    of their birthdays in such calendar years.

               (B)  In the case of distributions to a Participant whose
                    designated Beneficiary is not the Participant's spouse, the
                    applicable divisor provided in regulations under Code
                    section 401(a)(9)(G) relating to incidental death benefits.

          (2)  The amount to be distributed to the Participant by December 31st
               of each calendar year following the year in which the Participant
               attains age 70 1/2 shall be equal to the Participant's entire
               interest in the Plan as of the December 31st preceding each such
               calendar year divided by the smaller of (i) the life expectancy
               determined in paragraph (1)(A) reduced by one year for each
               subsequent calendar year, or (ii) the applicable divisor
               determined under paragraph (1)(B).

          (3)  The Participant's entire remaining interest in the Plan shall be
               distributed not later than December 31st of the calendar year in
               which the Participant's Termination of Employment occurs, unless
               the Participant's death occurs prior to that date.

          (4)  If the Participant attains age 70 1/2 prior to January 1, 1999,
               and if the Participant's Termination of Employment has not
               occurred by April 1 of the calendar year following the year in
               which he or she attained age 70 1/2, the Participant may elect to
               receive distributions pursuant to this subsection (j).

     (k)  With respect to distributions under subsection (j) made on or after
          January 1, 2002, for calendar years beginning on or after January 1,
          2001, the Plan will apply the minimum


                                       -45-

<PAGE>

          distribution requirements of Code section 401(a)(9) that were proposed
          on January 17, 2001 (the "2001 Proposed Regulations"), notwithstanding
          any provision of the Plan to the contrary. This subsection shall
          continue in effect until the last calendar year beginning before the
          effective date of the final regulations under Code section 401(a)(9)
          or such other date as may be published by the Internal Revenue
          Service. Notwithstanding anything in the foregoing provisions of this
          subsection to the contrary, nothing in this subsection in any way
          modifies or expands the methods of payment permitted under subsections
          (a) through (h).

     SEC. 10.2 DISTRIBUTION IN CASH ONLY. Distributions will be made in cash
only, except as otherwise provided in Sec. 9.5.

     SEC. 10.3 ACCOUNTING FOLLOWING TERMINATION OF EMPLOYMENT. If distribution
of a benefit is deferred or delayed for any reason, the undistributed Accounts
shall continue to be revalued as of each Valuation Date as provided in Article
VII. If Sec. 10.1(g) does not apply, payment shall be made as of a Valuation
Date determined by the Funding Agency which occurs as soon as administratively
practicable after the date the Participant files the request for payment with
the Company or its agent, but not later than the date the distribution is
required to be made under Sec. 10.1. If Sec. 10.1(g) applies to the Participant,
or in the case of the Participant's death, payment shall be made as of a
Valuation Date determined by the Funding Agency which occurs as soon as
administratively practicable after the Participant's Termination of Employment
or death occurred (or after the total vested value of the Participant's (or
Beneficiary's) Accounts is determined to be $5,000 or less, if later).

     SEC. 10.4 REEMPLOYMENT. Except where distributions are required under Sec.
10.1, entitlement to a distribution from the Fund shall cease upon reemployment
of a Participant in a regular position by a Participating Employer, and shall
recommence in accordance with the provisions of this Article upon the
Participant's subsequent Termination of Employment.

     SEC. 10.5 SOURCE OF BENEFITS. All benefits to which persons become entitled
hereunder shall be provided only out of the Fund and only to the extent that the
Fund is adequate therefor. No benefits are provided under the Plan except those
expressly described herein.

     SEC. 10.6 INCOMPETENT PAYEE. If in the opinion of the Company a person
entitled to payments hereunder is disabled from caring for his or her affairs
because of mental or physical condition, or age, payment due such person may be
made to such person's guardian, conservator, or other legal personal
representative upon furnishing the Company with evidence satisfactory to the
Company of such status. Prior to the furnishing of such evidence, the Company
may cause payments due the person under disability to be made, for such person's
use and benefit, to any person or institution then in the opinion of the Company
caring for or maintaining the person under disability. The Company shall have no
liability with respect to payments so made. The Company shall have no duty to
make inquiry as to the competence of any person entitled to receive payments
hereunder.

     SEC. 10.7 BENEFITS MAY NOT BE ASSIGNED OR ALIENATED. Except as otherwise
expressly permitted by the Plan or required by law, the interests of persons
entitled to benefits under the Plan may not in any manner whatsoever be assigned
or alienated, whether voluntarily or involuntarily, or directly or indirectly.
However, the Plan shall comply with the provisions of any court order which the
Company determines is a qualified domestic relations order as defined in Code
section 414(p). Notwithstanding any provisions in the Plan to the contrary, an
individual who is entitled to payments


                                       -46-

<PAGE>


from the Plan as an "alternate payee" pursuant to a qualified domestic relations
order shall receive a lump sum payment from the Plan as soon as administratively
feasible after the Valuation Date coincident with or next following the date of
the Company's determination that the order is a qualified domestic relations
order, unless the order specifically provides for payment to be made at a later
time.

     SEC. 10.8 PAYMENT OF TAXES. The Funding Agency may pay any estate,
inheritance, income, or other tax, charge, or assessment attributable to any
benefit payable hereunder which in the Funding Agency's opinion it shall be or
may be required to pay out of such benefit. The Funding Agency may require,
before making any payment, such release or other document from any taxing
authority and such indemnity from the intended payee as the Funding Agency shall
deem necessary for its protection.

     SEC. 10.9 CONDITIONS PRECEDENT. No person shall be entitled to a benefit
hereunder until his or her right thereto has been finally determined by the
Company nor until the person has submitted to the Company relevant data
reasonably requested by the Company, including, but not limited to, proof of
birth or death.

     SEC. 10.10 COMPANY DIRECTIONS TO FUNDING AGENCY. The Company shall issue
such written directions to the Funding Agency as are necessary to accomplish
distributions to the Participants and Beneficiaries in accordance with the
provisions of the Plan.

     SEC. 10.11 EFFECT ON UNEMPLOYMENT COMPENSATION. For purposes of any
unemployment compensation law, a distribution hereunder in one sum to the extent
attributable to employer contributions, shall be considered to be a severance
payment and shall be allocated over a period of weeks equal to the one sum
payment divided by the individual's regular weekly pay while employed by the
Participating Employers, which period shall commence immediately following the
individual's Termination of Employment.

     SEC. 10.12 SPECIAL DISTRIBUTION EVENTS. This section ceases to apply
effective January 1, 2002. Prior to that date, notwithstanding anything herein
to the contrary, if the agreement between the buyer and the seller in one of the
following types of transaction provides that distributions are to be made to
affected Participants, each such Participant shall receive a distribution of his
or her vested Account balance as soon as administratively feasible after either
of the following events:

     (a)  The disposition by a Participating Employer to an unrelated
          corporation of substantially all of the assets (within the meaning of
          Code section 409(d)(2)) used in a trade or business of such
          Participating Employer if such Participating Employer continues to
          maintain this Plan after the disposition, but only with respect to
          individuals who continue employment with the corporation acquiring
          such assets.

     (b)  The disposition by a Participating Employer or by an Affiliate to an
          unrelated entity of such corporation's interest in a subsidiary
          (within the meaning of Code section 409(d)(3)) which was a
          Participating Employer if such corporation continues to maintain this
          Plan, but only with respect to individuals who continue employment
          with such subsidiary.

All distributions under this section are subject to any applicable consent
requirements under Sec. 10.1. In addition, distributions under this section must
be made in a lump sum.


                                       -47-

<PAGE>

                                   ARTICLE XI

                                      FUND
                                      ----

     SEC. 11.1 COMPOSITION. All sums of money and all securities and other
property received by the Funding Agency for purposes of the Plan, together with
all investments made therewith, the proceeds thereof, and all earnings and
accumulations thereon, and the part from time to time remaining shall constitute
the "Fund". The Company may cause the Fund to be divided into any number of
parts for investment purposes or any other purposes necessary or advisable for
the proper administration of the Plan.

     SEC. 11.2 FUNDING AGENCY. The Fund may be held and invested as one fund or
may be divided into any number of parts for investment purposes. Each part of
the Fund, or the entire Fund if it is not divided into parts for investment
purposes, shall be held and invested by one or more trustees or by an insurance
company. The trustee or trustees or the insurance company so acting with respect
to any part of the Fund is referred to herein as the Funding Agency with respect
to such part of the Fund. The selection and appointment of each Funding Agency
shall be made by the Company. The Company shall have the right at any time to
remove a Funding Agency and appoint a successor thereto, subject only to the
terms of any applicable trust agreement or group annuity contract. The Company
shall have the right to determine the form and substance of each trust agreement
and group annuity contract under which any part of the Fund is held, subject
only to the requirement that they are not inconsistent with the provisions of
the Plan. Any such trust agreement may contain provisions pursuant to which the
trustee will make investments on direction of a third party.

     SEC. 11.3 COMPENSATION AND EXPENSES OF FUNDING AGENCY. The Funding Agency
shall be entitled to receive such reasonable compensation for its services as
may be agreed upon with the Company. The Funding Agency shall also be entitled
to reimbursement for all reasonable and necessary costs, expenses, and
disbursements incurred by it in the performance of its services. Such
compensation and reimbursements shall be paid from the Fund if not paid directly
by the Participating Employers in such proportions as the Company shall
determine.

     SEC. 11.4 FUNDING POLICY. The Company shall adopt a procedure, and revise
it from time to time as it shall consider advisable, for establishing and
carrying out a funding policy and method consistent with the objectives of the
Plan and the requirements of ERISA. It shall advise each Funding Agency of the
funding policy in effect from time to time.

     SEC. 11.5 SECURITIES AND PROPERTY OF PARTICIPATING EMPLOYERS. An agreement
with a Funding Agency may provide that all or any part of the Fund may be
invested in qualifying employer securities or qualifying employer real property,
as those terms are used in ERISA; provided, however, that the Company shall take
any steps necessary to assure that investments in securities of any
Participating Employer or any trade or business entity directly or indirectly
controlling, controlled by, or under Common Control with a Participating
Employer do not exceed those that can be acquired by that part of the Fund
attributable to contributions by Participating Employers (other than Pre-Tax
Contributions), as distinguished from that part of the Fund, if any,
attributable to contributions by Participants or Pre-Tax Contributions, unless
there has been compliance with any applicable securities laws. If qualifying
employer securities or qualifying employer real property are purchased or sold
as an investment of the Fund from or to a disqualified person or party in
interest, as those terms are used in ERISA, and if there is no generally
recognized market for such securities or property, the purchase shall be for not
more than fair market value and the sale shall be for not less than fair market
value, as


                                       -48-

<PAGE>


determined in good faith by the Company or other Named Fiduciary assigned such
function, or if such assets are held in trust and the trust agreement so
provides, as determined in good faith by the trustee.

     SEC. 11.6 NO DIVERSION. The Fund shall be for the exclusive purpose of
providing benefits to Participants under the Plan and their beneficiaries and
defraying reasonable expenses of administering the Plan. Such expenses may
include premiums for the bonding of Plan officials required by ERISA. No part of
the corpus or income of the Fund may be used for, or diverted to, purposes other
than for the exclusive benefit of employees of the Participating Employers or
their beneficiaries. Notwithstanding the foregoing:

     (a)  If any contribution or portion thereof is made by a Participating
          Employer by a mistake of fact, the Funding Agency shall, upon written
          request of the Company, return such contribution or portion thereof to
          the Participating Employer within one year after the payment of the
          contribution to the Funding Agency; however, earnings attributable to
          such contribution or portion thereof shall not be returned to the
          Participating Employer but shall remain in the Fund, and the amount
          returned to the Participating Employer shall be reduced by any losses
          attributable to such contribution or portion thereof.

     (b)  Contributions by a Participating Employer are conditioned upon initial
          qualification of the Plan as to such Participating Employer under Code
          section 401(a). If the Plan receives an adverse determination letter
          from the Internal Revenue Service with respect to such initial
          qualification, the Funding Agency shall, upon written request of the
          Company, return the amount of such contribution to the Participating
          Employer within one year after the date of denial of qualification of
          the Plan. For this purpose, the amount to be so returned shall be the
          contributions actually made, adjusted for the investment experience
          of, and any expenses chargeable against, the portion of the Fund
          attributable to the contributions actually made.

     (c)  Contributions by the Participating Employers are conditioned upon the
          deductibility of each contribution under Code section 404. To the
          extent the deduction is disallowed, the Funding Agency shall return
          such contribution to the Participating Employer within one year after
          the disallowance of the deduction; however, earnings attributable to
          such contribution (or disallowed portion thereof) shall not be
          returned to the Participating Employer but shall remain in the Fund,
          and the amount returned to the Participating Employer shall be reduced
          by any losses attributable to such contribution (or disallowed portion
          thereof).

In the case of any such return of contribution the Company shall cause such
adjustments to be made to the Accounts of Participants as it considers fair and
equitable under the circumstances resulting in the return of such contribution.


                                       -49-

<PAGE>

                                   ARTICLE XII

                             ADMINISTRATION OF PLAN
                             ----------------------

     SEC. 12.1 ADMINISTRATION BY COMPANY. The Company is the "administrator" of
the Plan for purposes of ERISA. Except as expressly otherwise provided herein,
the Company shall have full discretion to control and manage the operation and
administration of the Plan and to make all decisions and determinations incident
thereto. In carrying out its Plan responsibilities, the Company shall have full
discretionary authority to construe the terms of the Plan and to make any
factual determinations necessary to determine eligibility for benefits or the
amount of any benefits. It is intended that the Company have discretion to the
fullest extent permitted by law and that the Company's exercise of its
discretion be given deference to the greatest extent allowed under the law. This
discretion includes, but is not limited to, the authority to make any rules,
regulations or computations that the Company deems necessary to administer the
Plan. Except in cases where the Plan expressly provides to the contrary, action
on behalf of the Company may be taken by any of the following:

     (a)  The Board.

     (b)  The chief executive officer of the Company.

     (c)  Any person or persons, natural or otherwise, or committee, to whom
          responsibilities for the operation and administration of the Plan are
          allocated by the Company, by resolution of the Board or by the chief
          executive officer of the Company, but action of such person or persons
          or committee shall be within the scope of said allocation.

     SEC. 12.2 CERTAIN FIDUCIARY PROVISIONS. For purposes of the Plan:

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

     (b)  A Named Fiduciary, or a fiduciary designated by a Named Fiduciary
          pursuant to the provisions of the Plan, may employ one or more persons
          to render advice with regard to any responsibility such fiduciary has
          under the Plan.

     (c)  To the extent permitted by any applicable trust agreement or group
          annuity contract a Named Fiduciary with respect to control or
          management of the assets of the Plan may appoint an investment manager
          or managers, as defined in ERISA, to manage (including the power to
          acquire and dispose of) any assets of the Plan.

     (d)  At any time the Plan has more than one Named Fiduciary, if pursuant to
          the Plan provisions fiduciary responsibilities are not already
          allocated among such Named Fiduciaries, the Company, by action of the
          Board or its chief executive officer, may provide for such allocation;
          except that such allocation shall not include any responsibility, if
          any, in a trust agreement to manage or control the assets of the Plan
          other than a power under the trust agreement to appoint an investment
          manager as defined in ERISA.

     (e)  Unless expressly prohibited in the appointment of a Named Fiduciary
          which is not the Company acting as provided in Sec. 12.1, such Named
          Fiduciary by written instrument


                                       -50-

<PAGE>


          may designate a person or persons other than such Named Fiduciary to
          carry out any or all of the fiduciary responsibilities under the Plan
          of such Named Fiduciary; except that such designation shall not
          include any responsibility, if any, in a trust agreement to manage or
          control the assets of the Plan other than a power under the trust
          agreement to appoint an investment manager as defined in ERISA.

     (f)  A person who is a fiduciary with respect to the Plan, including a
          Named Fiduciary, shall be recognized and treated as a fiduciary only
          with respect to the particular fiduciary functions as to which such
          person has responsibility.

Each Named Fiduciary (other than the Company), each other fiduciary, each person
employed pursuant to (b) above, and each investment manager shall be entitled to
receive reasonable compensation for services rendered, or for the reimbursement
of expenses properly and actually incurred in the performance of their duties
with the Plan and to payment therefor from the Fund if not paid directly by the
Participating Employers in such proportions as the Company shall determine.
Notwithstanding the foregoing, no person so serving who already receives
full-time pay from any employer or association of employers whose employees are
Participants, or from an employee organization whose members are Participants,
shall receive compensation from the Plan, except for reimbursement of expenses
properly and actually incurred. Furthermore, no Participant, Beneficiary, or
"alternate payee" under a qualified domestic relations order who is eligible to
direct the investment of his or her Accounts shall receive any compensation or
reimbursement of expenses with respect to such investing.

     SEC. 12.3 DISCRIMINATION PROHIBITED. No person or persons in exercising
discretion in the operation and administration of the Plan shall discriminate in
favor of Highly Compensated Associates.

     SEC. 12.4 EVIDENCE. Evidence required of anyone under this Plan may be by
certificate, affidavit, document, or other instrument which the person acting in
reliance thereon considers to be pertinent and reliable and to be signed, made,
or presented to the proper party.

     SEC. 12.5 CORRECTION OF ERRORS. It is recognized that in the operation and
administration of the Plan certain mathematical and accounting errors may be
made or mistakes may arise by reason of factual errors in information supplied
to the Company or Funding Agency. The Company shall have power to cause such
equitable adjustments to be made to correct for such errors as the Company in
its discretion considers appropriate. Such adjustments shall be final and
binding on all persons. Any return of a contribution due to a mistake in fact
will be subject to Sec. 11.6.

     SEC. 12.6 RECORDS. Each Participating Employer, each fiduciary with respect
to the Plan, and each other person performing any functions in the operation or
administration of the Plan or the management or control of the assets of the
Plan shall keep such records as may be necessary or appropriate in the discharge
of their respective functions hereunder, including records required by ERISA or
any other applicable law. Records shall be retained as long as necessary for the
proper administration of the Plan and at least for any period required by ERISA
or other applicable law.

     SEC. 12.7 GENERAL FIDUCIARY STANDARD. Each fiduciary shall discharge its
duties with respect to the Plan solely in the interests of Participants and
their beneficiaries and with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person acting in a like


                                       -51-

<PAGE>

capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.

     SEC. 12.8 PROHIBITED TRANSACTIONS. A fiduciary with respect to the Plan
shall not cause the Plan to engage in any prohibited transaction within the
meaning of ERISA.

     SEC. 12.9 CLAIMS PROCEDURE. The Company shall establish a claims procedure
consistent with the requirements of ERISA. Such claims procedure shall provide
adequate notice in writing to any Participant or beneficiary whose claim for
benefits under the Plan has been denied, setting forth the specific reasons for
such denial, written in a manner calculated to be understood by the claimant and
shall afford a reasonable opportunity to a claimant whose claim for benefits has
been denied for a full and fair review by the appropriate Named Fiduciary of the
decision denying the claim.

     SEC. 12.10 BONDING. Plan personnel shall be bonded to the extent required
by ERISA. Premiums for such bonding may, in the sole discretion of the Company,
be paid in whole or in part from the Fund. Such premiums may also be paid in
whole or in part by the Participating Employers in such proportions as the
Company shall determine. The Company may provide by agreement with any person
that the premium for required bonding shall be paid by such person.

     SEC. 12.11 WAIVER OF NOTICE. Any notice required hereunder may be waived by
the person entitled thereto.

     SEC. 12.12 AGENT FOR LEGAL PROCESS. The Company shall be the agent for
service of legal process with respect to any matter concerning the Plan, unless
and until the Company designates some other person as such agent.

     SEC. 12.13 INDEMNIFICATION. In addition to any other applicable provisions
for indemnification, the Participating Employers jointly and severally agree to
indemnify and hold harmless, to the extent permitted by law, each director,
officer, and employee of the Participating Employers against any and all
liabilities, losses, costs, or expenses (including legal fees) of whatsoever
kind and nature which may be imposed on, incurred by, or asserted against such
person at any time by reason of such person's services as a fiduciary in
connection with the Plan, but only if such person did not act dishonestly, or in
bad faith, or in willful violation of the law or regulations under which such
liability, loss, cost, or expense arises.


                                       -52-

<PAGE>

                                  ARTICLE XIII

                         AMENDMENT, TERMINATION, MERGER
                         ------------------------------

     SEC. 13.1 AMENDMENT. Subject to the non-diversion provisions of Sec. 11.6,
the Company, by action of the Board, by written action of the chief executive
officer or the chief operating officer of the Company, or by written action of
any other person so authorized by resolution of the Board, may amend the Plan at
any time and from time to time. No action by a person other than the Board shall
be an amendment of the Plan unless it specifically references the Plan and
states that it alters the terms or conditions of the Plan. No amendment of the
Plan shall have the effect of changing the rights, duties, and liabilities of
any Funding Agency without its written consent. Also, no amendment shall divest
a Participant or Beneficiary of Accounts accrued prior to the amendment or
decrease a Participant's accrued benefit except to the extent permitted by Code
section 411(d)(6).

     (a)  Promptly upon adoption of any amendment to the Plan, the Company will
          furnish a copy of the amendment, together with a certificate
          evidencing its due adoption, as follows:

          (1)  To each Funding Agency then acting.

          (2)  To any other Participating Employer who is not under Common
               Control with the Company. The amendment shall be effective as to
               such a Participating Employer and individuals in its employ
               unless, within 30 days of receipt of the certificate it notifies
               the Company and each Funding Agency in writing that it is
               discontinuing its joint participation in the Plan pursuant to
               Sec. 13.8.

     (b)  If an amendment to the Plan changes the vesting schedule of the Plan,
          each Participant having not less than three years of service by the
          end of the election period with respect to such amendment shall be
          permitted within such election period to elect to have his or her
          vested percentage computed under the Plan without regard to such
          amendment. Each election shall be made in writing by filing with the
          Company within the election period a form available from the Company
          for the purpose. The election period shall be a reasonable period
          determined by the Company commencing not later than the date the
          amendment is adopted and shall be in conformance with any applicable
          regulation prescribed by the Secretary of Labor or the Secretary of
          the Treasury. Notwithstanding the foregoing, no election need be
          provided for any Participant whose vested percentage under the Plan,
          as amended, cannot at any time be less than the vested percentage
          determined without regard to such amendment.

     SEC. 13.2 PERMANENT DISCONTINUANCE OF CONTRIBUTIONS. The Company, by action
of the Board, may completely discontinue contributions in support of the Plan by
all Participating Employers. In such event, notwithstanding any provisions of
the Plan to the contrary, (i) no individual shall become a Participant after
such discontinuance, (ii) any then existing Forfeiture Account of a Participant
shall revert to its prior status as a Matching or Profit Sharing Account and be
nonforfeitable, and (iii) the Accounts of each Participant in the employ of the
Participating Employers at the time of such discontinuance shall be
nonforfeitable. Subject to the foregoing, all of the provisions of the Plan
shall continue in effect, and upon entitlement thereto distributions shall be
made in accordance with the provisions of Article X.


                                       -53-

<PAGE>

     SEC. 13.3 TERMINATION. The Company, by action of the Board, may terminate
the Plan as applicable to all Participating Employers and their employees. After
such termination no individual shall become a Participant, no further
contributions shall be made, and any then existing Forfeiture Account of a
Participant shall revert to its prior status as a Matching or Profit Sharing
Account and be nonforfeitable. The Accounts of each Participant in the employ of
the Participating Employers at the time of such termination shall be
nonforfeitable, the Participant shall be entitled to a benefit equal to the
value of those Accounts determined as of the Valuation Date coincident with or
next following the termination of the Plan, distributions shall be made to
Participants, Beneficiaries and alternate payees promptly after the termination
of the Plan, but not before the earliest date permitted under the Code and
applicable regulations, and the Plan and any related trust agreement or group
annuity contract shall continue in force for the purpose of making such
distributions.

     SEC. 13.4 PARTIAL TERMINATION. If there is a partial termination of the
Plan, either by operation of law, by amendment of the Plan, or for any other
reason, which partial termination shall be confirmed by the Company, any then
existing Forfeiture Account of a Participant (who was in the classification of
individuals with respect to which the partial termination occurs) shall revert
to its prior status as a Matching or Profit Sharing Account and be
nonforfeitable, and the Accounts of each Participant with respect to whom the
partial termination applies shall be nonforfeitable. Subject to the foregoing,
all of the provisions of the Plan shall continue in effect as to each such
Participant, and upon entitlement thereto distributions shall be made in
accordance with the provisions of Article X.

     SEC. 13.5 MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS. In the case of
any merger or consolidation of the Plan with any other plan, or in the case of
the transfer of assets or liabilities of the Plan to any other plan, provision
shall be made so that each Participant, Beneficiary and alternate payee would
(if such other plan then terminated) receive a benefit immediately after the
merger, consolidation, or transfer which is equal to or greater than the benefit
he or she would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated). No such merger,
consolidation, or transfer shall be effected until such statements with respect
thereto, if any, required by ERISA to be filed in advance thereof have been
filed.

     SEC. 13.6 DEFERRAL OF DISTRIBUTIONS. Notwithstanding any provisions of the
Plan to the contrary, in the case of a complete discontinuance of contributions
to the Plan or of a complete or partial termination of the Plan, the Company or
the Funding Agency may defer any distribution of benefit payments to
Participants and Beneficiaries with respect to which such discontinuance or
termination applies (except for distributions which are required to be made
under Sec. 10.1) until after the following have occurred:

     (a)  Receipt of a final determination from the Treasury Department or any
          court of competent jurisdiction regarding the effect of such
          discontinuance or termination on the qualified status of the Plan
          under Code section 401(a).

     (b)  Appropriate adjustment of Accounts to reflect taxes, costs, and
          expenses, if any, incident to such discontinuance or termination.

     SEC. 13.7 REORGANIZATIONS OF PARTICIPATING EMPLOYERS. In the event two or
more Participating Employers are consolidated or merged or in the event one or
more Participating Employers acquires the assets of another Participating
Employer, the Plan shall be deemed to have continued, without termination and
without a complete discontinuance of contributions, as to all the Participating
Employers involved in such reorganization and their employees. In such event, in



                                       -54-

<PAGE>

administering the Plan the corporation resulting from the consolidation, the
surviving corporation in the merger, or the employer acquiring the assets shall
be considered as a continuation of all of the Participating Employers involved
in the reorganization.

     SEC. 13.8 DISCONTINUANCE OF JOINT PARTICIPATION OF A PARTICIPATING
EMPLOYER. The Company, by action of the Board, may discontinue the joint
participation in the Plan by another Participating Employer. A Participating
Employer which is not under Common Control with the Company may discontinue its
joint participation in the Plan with the other Participating Employers by action
of its board of directors and on appropriate written notice to the Company and
each Funding Agency then acting.

     (a)  If the Company determines in its sole discretion to spin off the
          portion of the Plan attributable to the withdrawing employer, the
          Company shall cause a determination to be made of the equitable part
          of the Fund assets held on account of Participants of the withdrawing
          employer and their Beneficiaries. The Company shall direct the Funding
          Agency or Funding Agencies to transfer assets representing such
          equitable part to a separate fund for the plan of the withdrawing
          employer. Such withdrawing employer may thereafter exercise, with
          respect to such separate fund, all the rights and powers reserved to
          the Company with respect to the Fund. The plan of the withdrawing
          employer shall, until amended by the withdrawing employer, continue
          with the same terms as the Plan herein, except that with respect to
          the separate plan of the withdrawing employer the words "Participating
          Employer", "Participating Employers", and "Company" shall thereafter
          be considered to refer only to the withdrawing employer. Any such
          spinoff shall be effected in such manner that each Participant or
          Beneficiary would (if the Plan and the plan of the withdrawing
          employer then immediately terminated) receive a benefit which is equal
          to or greater than the benefit the individual would have been entitled
          to receive immediately before such spinoff if the Plan had then
          terminated. No transfer of assets pursuant to this section shall be
          effected until such statements with respect thereto, if any, required
          by ERISA to be filed in advance thereof have been filed.

     (b)  If subsection (a) does not apply, the Accounts of Participants of the
          withdrawing employer and their Beneficiaries shall continue to be held
          in the Plan for distribution in accordance with the provisions hereof.

     SEC. 13.9 PARTICIPATING EMPLOYERS NOT UNDER COMMON CONTROL. If a
Participating Employer is not under Common Control with the Company, the
provisions of the Plan (other than this Article XIII) shall be applied as though
a separate plan is being maintained for that Participating Employer to the
extent required by Code section 413(c).


                                       -55-

<PAGE>

                                   ARTICLE XIV

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

     SEC. 14.1 KEY EMPLOYEE DEFINED. "Key Employee" means any employee or former
employee of the employer who at any time during the determination period was an
officer of the employer or is deemed to have had an ownership interest in the
employer and who is within the definition of key employee in Code section 416(i)
and the regulations thereunder in effect for the particular Plan Year. "Non-Key
Employee" means any employee who is not a Key Employee.

     SEC. 14.2 DETERMINATION OF TOP-HEAVY STATUS. The top-heavy status of the
Plan shall be determined according to Code section 416 and the regulations
thereunder, using the following standards and definitions:

     (a)  The Plan is a Top-Heavy Plan for a Plan Year if either of the
          following applies:

          (1)  If this Plan is not part of a required aggregation group and the
               top-heavy ratio for this Plan exceeds 60 percent.

          (2)  If this Plan is part of a required aggregation group of plans and
               the top-heavy ratio for the group of plans exceeds 60 percent.

          Notwithstanding paragraphs (1) and (2) above, the Plan is not a
          Top-Heavy Plan with respect to a Plan Year if it is part of a
          permissive aggregation group of plans for which the top-heavy ratio
          does not exceed 60 percent.

     (b)  The "top-heavy ratio" shall be determined as follows:

          (1)  If the employer maintains one or more defined contribution plans
               (including any simplified employee pension plan) and has not
               maintained any defined benefit plan which during the 5-year
               period ending on the determination date has or has had accrued
               benefits, the top-heavy ratio for this Plan or for the required
               or permissive aggregation group (as appropriate) is a fraction,
               the numerator of which is the sum of the account balances of all
               Key Employees under the Plan or plans as of the determination
               date (including any part of any account balance distributed in
               the five-year period ending on the determination date), and the
               denominator of which is the sum of the account balances
               (including any part of any account balance distributed in the
               five-year period ending on the determination date) of all
               Participants under the Plan or plans as of the determination
               date. Both the numerator and denominator of the top-heavy ratio
               shall be increased to reflect any contribution not actually made
               as of the determination date but which is required to be taken
               into account on that date under Code section 416 and the
               regulations thereunder.

          (2)  If the employer maintains one or more defined contribution plans
               (including any simplified employee pension plan) and maintains or
               has maintained one or more defined benefit plans which during the
               5-year period ending on the determination date has or has had any
               accrued benefits, the top-heavy ratio for any required or
               permissive aggregation group (as appropriate), is a fraction, the
               numerator of which is the sum of the account balances of all Key
               Employees under the aggregated


                                       -56-

<PAGE>

               defined contribution plan or plans, determined according to
               paragraph (1) above, and the present value of accrued benefits of
               all Key Employees under the defined benefit plan or plans as of
               the determination date, and the denominator of which is the sum
               of such account balances of all participants under the aggregated
               defined contribution plan or plans and the present value of
               accrued benefits of all participants under the defined benefit
               plan or plans as of the determination date. The account balances
               and accrued benefits in both the numerator and denominator of the
               top-heavy ratio shall be adjusted to reflect any distributions
               made in the five-year period ending on the determination date and
               any contributions due but unpaid as of the determination date.

          (3)  For purposes of paragraphs (1) and (2), the value of account
               balances and the present value of accrued benefits will be
               determined as of the most recent valuation date that falls within
               the 12-month period ending on the determination date, except as
               provided in Code section 416 and the regulations thereunder for
               the first and second plan years of a defined benefit plan. The
               account balances and accrued benefits of an individual (i) who is
               not a Key Employee but who was a Key Employee in a prior year, or
               (ii) who has not been credited with at least one hour of service
               with any employer maintaining the Plan at any time during the
               5-year period ending on the determination date, will be
               disregarded. The calculation of the top-heavy ratio and the
               extent to which distributions, rollovers, and transfers are taken
               into account will be made in accordance with Code section 416 and
               the regulations thereunder. When aggregating plans, the value of
               account balances and accrued benefits will be calculated with
               reference to the determination dates that fall within the same
               calendar year.

          (4)  Commencing January 1, 2002, any distribution due to separation
               from service, death or disability which was made prior to the
               one-year period ending on the determination date shall be
               disregarded for purposes of applying this subsection (b).
               Paragraphs (1) and (2) of this subsection shall also apply to
               distributions under a terminated plan which, had it not been
               terminated, would have been aggregated with this Plan under Code
               section 416(a)(2)(A)(i).

     (c)  "Required aggregation group" means (i) each qualified plan of the
          employer in which at least one Key Employee participates in the Plan
          Year containing the determination date, or any of the four preceding
          Plan Years, and (ii) any other qualified plan of the employer that
          enables a plan described in (i) to meet the requirements of Code
          sections 401(a)(4) and 410.

     (d)  "Permissive aggregation group" means the required aggregation group of
          plans plus any other plan or plans of the employer which, when
          consolidated as a group with the required aggregation group, would
          continue to satisfy the requirements of Code sections 401(a)(4) and
          410.

     (e)  "Determination date" means, for any Plan Year subsequent to the first
          Plan Year, the last day of the preceding Plan Year. For the first Plan
          Year of the Plan, the last day of that year is the determination date.

     (f)  The "determination period" for a Plan Year is the Plan Year in which
          the applicable determination date occurs and the four preceding Plan
          Years.


                                       -57-

<PAGE>

     (g)  The "valuation date" is the last day of each Plan Year and is the date
          as of which account balances or accrued benefits are valued for
          purposes of calculating the top-heavy ratio.

     (h)  For purposes of establishing the "present value" of benefits under a
          defined benefit plan to compute the top-heavy ratio, any benefit shall
          be discounted only for mortality and interest based on the interest
          rate and mortality table specified in the defined benefit plan for
          this purpose.

     (i)  If an individual has not performed any services for the employer at
          any time during the five-year period ending on the determination date
          with respect to a Plan Year commencing prior to 2002, or during the
          one-year period ending on the determination date with respect to a
          Plan Year commencing in 2002 or later, any account balance or accrued
          benefit for such individual shall not be taken into account for such
          Plan Year.

     (j)  For purposes of determining if a defined benefit plan included in a
          required aggregation group of which this Plan is a part is a Top-Heavy
          Plan, the accrued benefit to any individual (other than a Key
          Employee) shall be determined as follows:

          (1)  Under the method which is used for accrual purposes under all
               defined benefit plans maintained by the employer.

          (2)  If there is no method described in paragraph (1), as if such
               benefit accrued not more rapidly than the lowest accrual rate
               permitted under Code section 411(b)(1)(C).

     SEC. 14.3 MINIMUM CONTRIBUTION REQUIREMENT. For any Plan Year with respect
to which the Plan is a Top-Heavy Plan, the employer contributions and
Forfeitures allocated to each Active Participant who is not a Key Employee and
whose Termination of Employment has not occurred prior to the end of such Plan
Year shall not be less than the minimum amount determined in accordance with the
following:

     (a)  The minimum amount shall be the amount equal to that percentage of the
          Participant's Compensation for the Plan Year which is the smaller of:

          (1)  3 percent.

          (2)  The percentage which is the largest percentage of Compensation
               allocated to any Key Employee from employer contributions and
               Forfeitures for such Plan Year.

          For purposes of this section, "Compensation" means the amounts
          specified in Sec. 6.1(f), subject to the limitation in Sec. 2.6(c).

     (b)  For purposes of this section, any employer contribution attributable
          to a salary reduction or similar arrangement shall be taken into
          account. Any employer contribution attributable to a salary reduction
          or similar arrangement (including Pre-Tax Contributions under this
          Plan) may not be used to satisfy the minimum amount of employer
          contributions which must be allocated under subsection (a). However,
          commencing January 1, 2002, Matching Contributions under this Plan
          (and employer matching contributions under any other plan whose
          contributions are to be used to satisfy the requirements of subsection
          (a)) may be


                                       -58-

<PAGE>

          used to satisfy the minimum amount of employer contributions which
          must be allocated under subsection (a). Matching Contributions that
          are used to satisfy subsection (a) shall be treated as employer
          matching contributions for purposes of the actual contribution
          percentage test and other requirements of Code section 401(m).

     (c)  This section shall not apply to any Participant who is covered under
          any other plan of the employer under which the minimum contribution or
          minimum benefit requirement applicable to Top-Heavy Plans will be
          satisfied.

     SEC. 14.4 VESTING SCHEDULE. If the Plan is a Top-Heavy Plan, a
Participant's vested accrued benefit under the Plan derived from employer
contributions shall be the greater of the vested accrued benefit attributable to
such contributions determined under Sec. 9.2 or the vested accrued benefit
determined under the following subsections:

     (a)  Subject to the following subsections, the vested percentage applied to
          the Participant's Accounts attributable to employer contributions
          shall be determined from the following table:

                 Full Years of Vesting Service               Vested Percentage
                 -----------------------------               -----------------

                     Less than 2                                      0%
                     2 but less than 3                               20%
                     3 but less than 4                               40%
                     4 but less than 5                               60%
                     5 or more                                      100%

     (b)  Years of Vesting Service for purposes of this section shall be as
          defined in Sec. 3.6.

     (c)  This section shall not apply to a Participant who has no Hours of
          Service after the Plan becomes a Top-Heavy Plan.

     (d)  If the Plan ceases to be a Top-Heavy Plan and continues to be a
          non-Top-Heavy Plan until the Participant's Termination of Employment,
          the Participant's Accounts attributable to employer contributions for
          purposes of this section shall not include the portion of such
          Accounts attributable to employer contributions for periods after such
          cessation. However, for purposes of Sec. 13.1(b), the vesting schedule
          of the Plan shall be deemed to have been amended effective as of the
          first day of the Plan Year following the last Plan Year for which the
          Plan was a Top-Heavy Plan.

     SEC. 14.5 DEFINITION OF EMPLOYER. For purposes of this Article XIV, the
term "employer" means all Participating Employers and any trade or business
entity under Common Control with a Participating Employer.

     SEC. 14.6 EXCEPTION FOR COLLECTIVE BARGAINING UNIT. Sections 14.3, and 14.4
shall not apply with respect to any individual included in a unit covered by an
agreement which the Secretary of Labor finds to be a collective bargaining
agreement between employee representatives and one or more employers if there is
evidence that retirement benefits were the subject of good faith bargaining
between such employee representative and such employer or employers.


                                       -59-

<PAGE>

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS
                            ------------------------

     SEC. 15.1 INSURANCE COMPANY NOT RESPONSIBLE FOR VALIDITY OF PLAN. No
insurance company that issues a contract under the Plan shall have any
responsibility for the validity of the Plan. An insurance company to which an
application may be submitted hereunder may accept such application and shall
have no duty to make any investigation or inquiry regarding the authority of the
applicant to make such application or any amendment thereto or to inquire as to
whether a person on whose life any contract is to be issued is entitled to such
contract under the Plan.

     SEC. 15.2 HEADINGS. Headings at the beginning of articles and sections
hereof are for convenience of reference, shall not be considered a part of the
text of the Plan, and shall not influence its construction.

     SEC. 15.3 CAPITALIZED DEFINITIONS. Capitalized terms used in the Plan shall
have their meaning as defined in the Plan unless the context clearly indicates
to the contrary.

     SEC. 15.4 GENDER. Any references to the masculine gender include the
feminine and vice versa.

     SEC. 15.5 USE OF COMPOUNDS OF WORD "HERE". Use of the words "hereof",
"herein", "hereunder", or similar compounds of the word "here" shall mean and
refer to the entire Plan unless the context clearly indicates to the contrary.

     SEC. 15.5 CONSTRUED AS A WHOLE. The provisions of the Plan shall be
construed as a whole in such manner as to carry out the provisions thereof and
shall not be construed separately without relation to the context.


                                       -60-