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EXHIBIT 10.7a




                                 HOT TOPIC, INC.

                           401(k) PROFIT SHARING PLAN




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                                TABLE OF CONTENTS

ARTICLE 1..................................................................- 2 -
DEFINITIONS................................................................- 2 -
     1.1   ACP or ACP TEST.................................................- 2 -
     1.2   ACTUAL DEFERRAL PERCENTAGE TEST.................................- 2 -
     1.3   ADP or ADP TEST.................................................- 4 -
     1.4   ADMINISTRATOR...................................................- 4 -
     1.5   ADOPTING EMPLOYER...............................................- 4 -
     1.6   AFFILIATED EMPLOYER.............................................- 5 -
     1.7   AGE.............................................................- 5 -
     1.8   ANNIVERSARY DATE................................................- 5 -
     1.9   ANNUITY STARTING DATE...........................................- 5 -
     1.10  AVERAGE CONTRIBUTION PERCENTAGE TEST............................- 5 -
     1.11  BENEFICIARY.....................................................- 8 -
     1.12  BREAK IN SERVICE................................................- 8 -
     1.13  CODE............................................................- 8 -
     1.14  CODE ss.3401 COMPENSATION.......................................- 9 -
     1.15  CODE ss.415 COMPENSATION........................................- 9 -
     1.16  COMPENSATION....................................................- 9 -
     1.17  DISABILITY.....................................................- 11 -
     1.18  EARLY RETIREMENT AGE...........................................- 11 -
     1.19  EARNED INCOME..................................................- 11 -
     1.20  ELECTIVE DEFERRAL..............................................- 11 -
     1.21  ELECTIVE DEFERRAL ACCOUNT......................................- 12 -
     1.22  ELIGIBLE PARTICIPANT...........................................- 12 -
     1.23  EMPLOYEE.......................................................- 12 -
     1.24  EMPLOYER.......................................................- 13 -
     1.25  ERISA..........................................................- 13 -
     1.26  EXCESS AGGREGATE CONTRIBUTIONS.................................- 13 -
     1.27  EXCESS CONTRIBUTIONS...........................................- 13 -
     1.28  EXCESS ELECTIVE DEFERRALS......................................- 13 -
     1.29  FIDUCIARY......................................................- 13 -
     1.30  FISCAL YEAR....................................................- 13 -
     1.31  FORFEITURE.....................................................- 13 -
     1.32  FORM W-2 COMPENSATION..........................................- 14 -
     1.33  HCE............................................................- 14 -
     1.34  HIGHLY COMPENSATED EMPLOYEE....................................- 14 -
     1.35  HOUR OF SERVICE................................................- 14 -
     1.36  KEY EMPLOYEE...................................................- 15 -
     1.37  LEASED EMPLOYEE................................................- 16 -
     1.38  LIMITATION YEAR................................................- 16 -




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     1.39  MATCHING CONTRIBUTION..........................................- 16 -
     1.40  MATCHING CONTRIBUTION ACCOUNT..................................- 16 -
     1.41  MATERNITY OR PATERNITY LEAVE...................................- 16 -
     1.42  NHCE...........................................................- 16 -
     1.43  NON-ELECTIVE CONTRIBUTIONS.....................................- 16 -
     1.44  NON-ELECTIVE CONTRIBUTION ACCOUNT..............................- 17 -
     1.45  NON-HIGHLY COMPENSATED EMPLOYEE................................- 17 -
     1.46  NON-KEY EMPLOYEE...............................................- 17 -
     1.47  NORMAL RETIREMENT AGE..........................................- 17 -
     1.48  NORMAL RETIREMENT DATE.........................................- 17 -
     1.49  OWNER-EMPLOYEE.................................................- 17 -
     1.50  PARTICIPANT....................................................- 17 -
     1.51  PARTICIPANT'S ACCOUNT..........................................- 17 -
     1.52  PERIOD OF SERVICE..............................................- 17 -
     1.53  PERIOD OF SEVERANCE............................................- 20 -
     1.54  PERMISSIVE AGGREGATION GROUP...................................- 20 -
     1.55  PLAN...........................................................- 20 -
     1.56  PLAN YEAR......................................................- 20 -
     1.57  POLICY.........................................................- 20 -
     1.58  QMAC...........................................................- 20 -
     1.59  QNEC...........................................................- 20 -
     1.60  QUALIFIED JOINT AND SURVIVOR ANNUITY...........................- 20 -
     1.61  QUALIFIED MATCHING CONTRIBUTION................................- 20 -
     1.62  QUALIFIED NON-ELECTIVE CONTRIBUTION............................- 21 -
     1.63  QUALIFIED PRERETIREMENT SURVIVOR ANNUITY.......................- 21 -
     1.64  REQUIRED AGGREGATION GROUP.....................................- 21 -
     1.65  REQUIRED BEGINNING DATE........................................- 21 -
     1.66  ROLLOVER ACCOUNT...............................................- 22 -
     1.67  ROLLOVER CONTRIBUTION..........................................- 22 -
     1.68  SAFE HARBOR CONTRIBUTION ACCOUNT...............................- 22 -
     1.69  SELF-EMPLOYED INDIVIDUAL.......................................- 22 -
     1.70  SHAREHOLDER-EMPLOYEE...........................................- 22 -
     1.71  SPONSOR........................................................- 23 -
     1.72  SPOUSE.........................................................- 23 -
     1.73  TERMINATION OF EMPLOYMENT......................................- 23 -
     1.74  TERMINATED PARTICIPANT.........................................- 23 -
     1.75  TOP HEAVY......................................................- 23 -
     1.76  TOP HEAVY MINIMUM ALLOCATION...................................- 23 -
     1.77  TOP HEAVY RATIO................................................- 23 -
     1.78  TRUSTEE........................................................- 24 -
     1.79  TRUST FUND.....................................................- 24 -
     1.80  VALUATION DATE.................................................- 24 -
     1.81  VESTED AGGREGATE ACCOUNT.......................................- 25 -



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     1.82  VESTED, VESTED INTEREST or VESTING.............................- 25 -
     1.83  VOLUNTARY EMPLOYEE CONTRIBUTION................................- 25 -
     1.84  VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT........................- 25 -

ARTICLE 2.................................................................- 26 -
PLAN PARTICIPATION........................................................- 26 -
     2.1   ELIGIBILITY REQUIREMENTS.......................................- 26 -
     2.2   ENTRY DATE.....................................................- 27 -
     2.3   WAIVER OF PARTICIPATION........................................- 27 -
     2.4   PARTICIPATION UPON REEMPLOYMENT................................- 27 -
     2.5   EXCLUSION OF ELIGIBLE EMPLOYEE.................................- 27 -
     2.6   INCLUSION OF INELIGIBLE EMPLOYEE...............................- 27 -

ARTICLE 3.................................................................- 28 -
CONTRIBUTIONS AND ALLOCATIONS.............................................- 28 -
     3.1   EMPLOYER CONTRIBUTIONS.........................................- 28 -
     3.2   ALLOCATION OF EMPLOYER CONTRIBUTIONS...........................- 30 -
     3.3   ALLOCATION OF EARNINGS AND LOSSES..............................- 34 -
     3.4   ALLOCATION OF FORFEITURES......................................- 34 -
     3.5   TOP HEAVY MINIMUM ALLOCATION...................................- 35 -
     3.6   SAFE HARBOR CONTRIBUTIONS......................................- 36 -
     3.7   ROLLOVER CONTRIBUTIONS.........................................- 39 -
     3.8   VOLUNTARY EMPLOYEE CONTRIBUTIONS...............................- 41 -

ARTICLE 4.................................................................- 42 -
PLAN BENEFITS.............................................................- 42 -
     4.1   BENEFIT UPON NORMAL RETIREMENT.................................- 42 -
     4.2   BENEFIT UPON LATE RETIREMENT...................................- 42 -
     4.3   BENEFIT UPON DEATH.............................................- 42 -
     4.4   BENEFIT UPON DISABILITY........................................- 42 -
     4.5   BENEFIT UPON TERMINATION.......................................- 42 -
     4.6   DETERMINATION OF VESTED INTEREST...............................- 43 -

ARTICLE 5.................................................................- 44 -
DISTRIBUTION OF BENEFITS..................................................- 44 -
     5.1   BENEFIT UPON RETIREMENT........................................- 44 -
     5.2   BENEFIT UPON DEATH.............................................- 44 -
     5.3   DISABILITY BENEFITS............................................- 45 -
     5.4   BENEFIT UPON TERMINATION.......................................- 46 -
     5.5   CASH-OUT OF BENEFITS...........................................- 46 -
     5.6   RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS........................- 47 -
     5.7   RESTORATION OF FORFEITED ACCOUNT BALANCE.......................- 48 -
     5.8   SPOUSAL CONSENT REQUIREMENTS...................................- 49 -
     5.9   APPLICATION OF CODE ss.401(a)(9) REQUIREMENTS..................- 49 -



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     5.10  STATUTORY COMMENCEMENT OF BENEFITS.............................- 49 -
     5.11  SEGREGATION OF BENEFIT BEFORE DISTRIBUTION.....................- 49 -
     5.12  DISTRIBUTION IN EVENT OF INCAPACITY............................- 50 -
     5.13  MISSING PARTICIPANTS AND UNCLAIMED BENEFITS....................- 50 -
     5.14  DIRECT ROLLOVERS...............................................- 51 -
     5.15  DISTRIBUTION OF PROPERTY.......................................- 51 -
     5.16  DISTRIBUTIONS SUBJECT TO CODE ss.401(a)(11) REQUIREMENTS.......- 52 -
     5.17  FINANCIAL HARDSHIP DISTRIBUTIONS...............................- 55 -
     5.18  IN-SERVICE DISTRIBUTIONS.......................................- 56 -
     5.19  DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS......................- 56 -
     5.20  DISTRIBUTION OF EXCESS CONTRIBUTIONS...........................- 57 -
     5.21  DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.................- 59 -
     5.22  ELIMINATION OF CERTAIN FORMS OF PAYMENT........................- 60 -

ARTICLE 6.................................................................- 61 -
CODE SS.415 LIMITATIONS...................................................- 61 -
     6.1   MAXIMUM ANNUAL ADDITION........................................- 61 -
     6.2   ADJUSTMENTS TO MAXIMUM ANNUAL ADDITION.........................- 61 -
     6.3   MULTIPLE PLANS AND MULTIPLE EMPLOYERS..........................- 62 -
     6.4   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS......................- 62 -
     6.5   MULTIPLE PLAN REDUCTION........................................- 62 -

ARTICLE 7.................................................................- 65 -
DUTIES OF THE TRUSTEE.....................................................- 65 -
     7.1   APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION...............- 65 -
     7.2   INVESTMENT ALTERNATIVES OF THE TRUSTEE.........................- 65 -
     7.3   VALUATION OF THE TRUST FUND....................................- 67 -
     7.4   COMPENSATION AND EXPENSES......................................- 68 -
     7.5   PAYMENTS FROM THE TRUST FUND...................................- 68 -
     7.6   PAYMENT OF TAXES...............................................- 68 -
     7.7   ACCOUNTS, RECORDS AND REPORTS..................................- 68 -
     7.8   EMPLOYMENT OF AGENTS AND COUNSEL...............................- 68 -
     7.9   DIVISION OF DUTIES AND INDEMNIFICATION.........................- 69 -
     7.10  APPOINTMENT OF INVESTMENT MANAGER..............................- 70 -
     7.11  ASSIGNMENT AND ALIENATION OF BENEFITS..........................- 70 -
     7.12  EXCLUSIVE BENEFIT RULE.........................................- 70 -
     7.13  PURCHASE OF INSURANCE..........................................- 71 -
     7.14  LOANS TO PARTICIPANTS..........................................- 72 -
     7.15  DIRECTED INVESTMENT ACCOUNTS...................................- 74 -
     7.16  SUPERSEDING TRUST OR CUSTODIAL AGREEMENT.......................- 76 -


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ARTICLE 8.................................................................- 77 -
DUTIES OF THE ADMINISTRATOR...............................................- 77 -
     8.1   APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION...............- 77 -
     8.2   POWERS AND DUTIES OF THE ADMINISTRATOR.........................- 77 -
     8.3   APPOINTMENT OF ADMINISTRATIVE COMMITTEE........................- 77 -
     8.4   FINALITY OF ADMINISTRATIVE DECISIONS...........................- 77 -
     8.5   MULTIPLE ADMINISTRATORS........................................- 77 -
     8.6   COMPENSATION AND EXPENSES......................................- 77 -
     8.7   APPOINTMENT OF AGENTS AND COUNSEL..............................- 78 -
     8.8   CORRECTING ADMINISTRATIVE ERRORS...............................- 78 -
     8.9   PROMULGATING NOTICES AND PROCEDURES............................- 78 -
     8.10  CLAIMS PROCEDURES..............................................- 78 -
     8.11  QUALIFIED DOMESTIC RELATIONS ORDERS............................- 81 -

ARTICLE 9.................................................................- 83 -
AMENDMENT, TERMINATION AND MERGER.........................................- 83 -
     9.1   AMENDMENT OF THE PLAN..........................................- 83 -
     9.2   TERMINATION OF PLAN BY SPONSOR.................................- 83 -
     9.3   TERMINATION OF PARTICIPATION BY ADOPTING EMPLOYER..............- 84 -
     9.4   MERGER OR CONSOLIDATION........................................- 84 -

ARTICLE 10................................................................- 85 -
MISCELLANEOUS PROVISIONS..................................................- 85 -
     10.1  NO CONTRACT OF EMPLOYMENT......................................- 85 -
     10.2  TITLE TO ASSETS................................................- 85 -
     10.3  QUALIFIED MILITARY SERVICE.....................................- 85 -
     10.4  BONDING OF FIDUCIARIES.........................................- 85 -
     10.5  SEVERABILITY OF PROVISIONS.....................................- 85 -
     10.6  GENDER AND NUMBER..............................................- 85 -
     10.7  HEADINGS AND SUBHEADINGS.......................................- 85 -
     10.8  LEGAL ACTION...................................................- 85 -
     10.9  QUALIFIED PLAN STATUS..........................................- 86 -
     10.10 MAILING OF NOTICES TO ADMINISTRATOR, EMPLOYER OR TRUSTEE.......- 86 -
     10.11 PARTICIPANT NOTICES AND WAIVERS OF NOTICES TO PARTICIPANTS.....- 86 -
     10.12 NO DUPLICATION OF BENEFITS.....................................- 86 -
     10.13 EVIDENCE FURNISHED CONCLUSIVE..................................- 86 -
     10.14 RELEASE OF CLAIMS..............................................- 86 -
     10.15 MULTIPLE COPIES OF PLAN AND/OR TRUST...........................- 86 -
     10.16 LIMITATION OF LIABILITY AND INDEMNIFICATION....................- 86 -



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                                 HOT TOPIC, INC.
                           401(k) PROFIT SHARING PLAN

         THIS AGREEMENT is made and entered into as of the _______ day of
____________________, __________, between HOT TOPIC, INC. (hereafter referred to
as the "Sponsor") and JAMES MCGINTY, ELIZABETH MCLAUGHLIN, JANE CRUZ, GERALD
COOK AND GEORGE WEHLITZ (hereafter collectively referred to as the Trustee).

                              W I T N E S S E T H:

         WHEREAS, the Sponsor originally established a Code ss.401(k) plan
(hereafter referred to as the "Plan"), effective August 1, 1995, in order to
provide retirement and other incidental benefits to Employees who are eligible
to participate therein; and

         WHEREAS, in accordance with the terms of the Plan, the Sponsor has the
ability at any time, and from time to time, to amend the Plan;

         NOW, THEREFORE, effective January 1, 2003 (except for those specific
provisions that have an earlier effective date), the Sponsor hereby amends and
restates the Plan in its entirety in order to comply with the requirements of
the Employee Retirement Income Security Act of 1974 and the Internal Revenue
Code of 1986, as amended by the Uruguay Round Agreements Act, the Small Business
Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the Uniformed
Services Employment and Reemployment Rights Act of 1994, the Internal Revenue
Service Restructuring and Reform Act of 1998, the Community Renewal Tax Relief
Act of 2000, and all applicable rulings and regulations issued thereunder, and
the Trustee accepts the Plan under the following terms and conditions:
ARTICLE 1

                                     - 1 -


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                                   DEFINITIONS

1.1      ACP OR ACP TEST
         The term ACP means the Average Contribution Percentage as defined in
         Section 1.10(c). The term ACP Test means the Average Contribution
         Percentage Test.

1.2      ACTUAL DEFERRAL PERCENTAGE TEST
         The term Actual Deferral Percentage Test (or ADP Test) means either of
         the following nondiscrimination tests for Elective Deferrals: (1) the
         ADP for Participants who are HCEs will not exceed the ADP for
         Participants who are NHCEs multiplied by 1.25; or (2) the ADP for
         Participants who are HCEs will not exceed the ADP for Participants who
         are NHCEs multiplied by 2.0, provided that the ADP for Participants who
         are HCEs does not exceed the ADP for Participants who are NHCEs by more
         than 2 percentage points. The ADP Test for any Plan Year will be
         determined in accordance with the following provisions:

         (a)      TESTING METHOD: The ADP Test will be determined each Plan Year
                  by either Current Year Testing or Prior Year Testing (as
                  described in paragraph (b) below) as follows: Current Year
                  Testing is used for the 1997 Plan Year; Current Year Testing
                  is used for the 1998 Plan Year; Current Year Testing is used
                  for the 1999 Plan Year; Current Year Testing is used for the
                  2000 Plan Year; Current Year Testing is used for the 2001 Plan
                  Year; and Prior Year Testing is used for the 2002 Plan Year
                  and for each Plan Year thereafter until otherwise elected by
                  the Employer by means of a Plan amendment.

         (b)      DEFINITION OF CURRENT AND PRIOR YEAR TESTING: The term Current
                  Year Testing means the ADP Test will be determined for a Plan
                  Year by comparing the ADP of Participants who are Highly
                  Compensated Employees for that Plan Year to the ADP of
                  Participants who were Non-Highly Compensated Employees for
                  that Plan Year. The term Prior Year Testing means the ADP Test
                  will be determined for a Plan Year by comparing the ADP of
                  Participants who are Highly Compensated Employees for that
                  Plan Year to the ADP of Participants who were Non-Highly
                  Compensated Employees for the prior Plan Year. If Prior Year
                  Testing is specified in paragraph (a), then in the case of the
                  first Plan Year in which the Plan permits any Participant to
                  make Elective Deferrals (unless this is a successor Plan), the
                  ADP used for Participants who were Non-Highly Compensated
                  Employees in the prior Plan Year will be the greater of 3% or
                  their actual ADP for the first Plan Year in which Elective
                  Deferrals were permitted. Prior Year Testing cannot be used in
                  any Plan Year in which a supplemental Safe Harbor Notice is
                  issued that reduces or eliminates a Safe Harbor Matching
                  Contribution for that Plan Year.

         (c)      DEFINITION OF ACTUAL DEFERRAL PERCENTAGE: The term Actual
                  Deferral Percentage (ADP) means, for a specified group of
                  Participants for a Plan Year, the average of the ratios
                  calculated separately for each Participant in such group of
                  (1) the amount of Employer contributions actually paid on
                  behalf of such Participant for the Plan Year to (2) the
                  Compensation of such Participant for such Plan Year.

         (d)      CONTRIBUTIONS USED TO DETERMINE ADP TEST: Employer
                  contributions used to determine the ADP Test include Elective
                  Deferrals, including Excess Elective Deferrals as defined in
                  Section 1.28, but excluding Excess Elective Deferrals of NHCEs
                  that arise solely from Elective Deferrals made to this Plan or
                  any other plans maintained by this Employer and Elective
                  Deferrals that are taken into account in the ACP Test if the
                  ADP Test is satisfied both with and without exclusion of these
                  Elective Deferrals. The Employer may also elect each Plan Year


                                     - 2 -


<PAGE>

                  to include QMACs and/or QNECs, and in any Plan Year in which
                  Current Year Testing is used, may further elect to include
                  such QNECs and/or QMACs only to the extent necessary to pass
                  the ADP Test. In computing ADPs, an Employee who would be a
                  Participant but for the failure to make Elective Deferrals
                  will be treated as a Participant on whose behalf no Elective
                  Deferrals are made.

         (e)      HIGHLY COMPENSATED EMPLOYEES: A Participant is a Highly
                  Compensated Employee for a particular Plan Year if he or she
                  meets the definition of a Highly Compensated Employee in
                  effect for that Plan Year. A Participant is a Non-Highly
                  Compensated Employee for a particular Plan Year if he or she
                  does not meet the definition of a Highly Compensated Employee
                  in effect for that Plan Year. The ADP for any Participant who
                  is a HCE for the Plan Year and who is eligible to have
                  Elective Deferrals (and QNECs or QMACs, or both, if treated as
                  Elective Deferrals for purposes of the ADP Test) allocated to
                  his or her accounts under two or more arrangements described
                  in Code ss.401(k) that are maintained by this Employer will be
                  determined as if such Elective Deferrals (and, if applicable,
                  QNECs or QMACs, or both) were made under a single arrangement.
                  If a HCE participates in two or more cash or deferred
                  arrangements that have different Plan Years, all cash or
                  deferred arrangements ending with or within the same calendar
                  year will be treated as a single arrangement; except that
                  certain plans will be treated as separate if mandatorily
                  disaggregated under regulations under Code ss.401(k).

         (f)      OTHER RULES: In determining the ADP Test, (1) if this Plan
                  satisfies the requirements of Code ss.401(k), ss.401(a)(4), or
                  ss.410(b) only if aggregated with one or more other plans, or
                  if one or more other plans satisfy such requirements only if
                  aggregated with this Plan, then this section will be applied
                  by determining the ADP of Employees as if all such plans were
                  a single plan. For any Plan Year in which the Employer elects
                  prior year testing under this Section, adjustments to the ADP
                  of Non-Highly Compensated Employees for the prior Plan Year
                  will be made in accordance with Notice 98-1 and any
                  superseding guidance. Plans may be aggregated to satisfy Code
                  ss.401(k) only if they have the same Plan Year and use the
                  same ADP testing method; (2) Elective Deferrals, QNECs and
                  QMACs must be made before the last day of the 12-month period
                  immediately following the Plan Year to which contributions
                  relate; (3) the Employer will maintain records sufficient to
                  demonstrate satisfaction of the ADP test and the amount of
                  QNECs or QMACs, or both, used in such test; and (4) the
                  determination and treatment of the ADP amounts of any
                  Participant will satisfy such other requirements as may be
                  prescribed by the Secretary of the Treasury.

         (g)      CHANGE TO PRIOR YEAR TESTING: If the Employer elects Current
                  Year Testing for any Plan Year, the Employer can only elect to
                  change to Prior Year Testing in accordance with the
                  requirements in Notice 98-1 (or superseding guidance). If the
                  Employer elects to change to Prior Year Testing, the ADP for
                  NHCEs for the prior year will be determined by counting only
                  (1) Elective Deferrals for those NHCEs that were counted for
                  purposes of the ADP Test (and not the ACP Test) under the
                  Current Year Testing method for the prior year, and (2) QNECs
                  that were allocated to the accounts of those NHCEs for the
                  prior year but that were not used to satisfy the ADP Test or
                  the ACP Test under the Current Year Testing method for the
                  prior year. Thus, if the Employer elects to change to Prior
                  Year Testing, the following contributions made for the prior
                  year will be disregarded: QNECs used to satisfy either the ADP
                  Test or ACP Test under the Current Year Testing method for the


                                     - 3 -


<PAGE>

                  prior testing year, Elective Deferrals taken into account for
                  purposes of the ACP Test, and all QMACs. The limitations on
                  double counting do not apply for testing years beginning
                  before January 1, 2001, and if the Plan changes to Prior Year
                  Testing for the first time for any Plan Year after 1997, the
                  ADP for NHCEs will be the same as for the Plan Year
                  immediately preceding the Plan Year for which the change to
                  Prior Year Testing was effective.

1.3      ADP OR ADP TEST
         The term ADP means the Actual Deferral Percentage as defined in Section
         1.2(c). The term ADP Test means the Actual Deferral Percentage Test.

1.4      ADMINISTRATOR
         The term Administrator means the Employer unless another Administrator
         is appointed by the Employer pursuant to the provisions of Section 8.1
         of the Plan.

1.5      ADOPTING EMPLOYER
         The term Adopting Employer means any entity that adopts this Plan with
         the consent of the Sponsor. An Employee's transfer to or from any
         Employer or Adopting Employer will not affect his or her Participant's
         Account balance, total Years of Service (or Periods of Service) and
         total Years of Service as a Participant (or Periods of Service as a
         Participant). All Adopting Employers will be subject to the following
         provisions:

         (a)      MULTIPLE EMPLOYER PLAN PROVISIONS UNDER CODE SS.413(C):
                  Notwithstanding any other provision in the Plan to the
                  contrary, unless the Plan is a collectively bargained plan
                  described in Regulation ss.1.413-1(a), the following
                  provisions will apply with respect to any Adopting Employer
                  that is not an Affiliated Employer of the Sponsor:

                  (1)      INSTANCES OF SEPARATE EMPLOYER TESTING: Employees of
                           any such Adopting Employer will be treated separately
                           for purposes of testing under the provisions of Code
                           ss.401(a)(4), Code ss.401(k), Code ss.401(m) and, if
                           the Sponsor and the Adopting Employer do not share
                           Employees, Code ss.416. Furthermore, the terms of
                           Code ss.410(b) will be applied separately on an
                           employer-by-employer basis by the Sponsor (and the
                           Adopting Employers which are part of the Affiliated
                           Group which includes the Sponsor) and each Adopting
                           Employer that is not an Affiliated Employer of the
                           Sponsor, taking into account the generally applicable
                           rules described in Code ss.401(a)(5), ss.414(b) and
                           ss.414(c).

                  (2)      INSTANCES OF SINGLE EMPLOYER TESTING: Employees of
                           the Adopting Employer will be treated as part of a
                           single employer plan for purposes of eligibility to
                           participate under Article 2 and under the provisions
                           of Code ss.410(a). Furthermore, the terms of Code
                           ss.411 relating to Vesting will be applied as if all
                           Employees of all such Adopting Employers and the
                           Sponsor were employed by a single employer, except
                           that the rules regarding Breaks in Service will be
                           applied under such regulations as may be prescribed
                           by the Secretary of Labor.

                  (3)      COMMON TRUST: Contributions made by any such Adopting
                           Employer will be held in a common Trust Fund with
                           contributions made by the Sponsor, and all such
                           contributions will be available to pay the benefits
                           of any Participant or Beneficiary who is an Employee
                           of the Sponsor or any such Adopting Employer.

                  (4)      COMMON DISQUALIFICATION PROVISION: The failure of
                           either the Sponsor or any such Adopting Employer to
                           satisfy the qualification requirements under Code
                           ss.401(a), as modified by the provisions of Code
                           ss.413(c), will result in the disqualification of the
                           Plan for all such Employers maintaining the Plan.

                                     - 4 -


<PAGE>

         (b)      TERMINATION OF ADOPTION: An Adopting Employer may terminate
                  participation in the Plan by delivering written notice to the
                  Sponsor, the Administrator and the Trustee; but in accordance
                  with Article 9, only the Sponsor can terminate the Plan. If a
                  request for and approval of a transfer of assets from this
                  Plan to any successor qualified retirement plan maintained by
                  the Adopting Employer or its successor is not made in
                  accordance with Section 9.3, Participants who are no longer
                  Employees because the Adopting Employer terminates Plan
                  participation will only be entitled to the commencement of
                  their benefits (1) in the case of Participants who are no
                  longer Employees of an Adopting Employer that is an Affiliated
                  Employer of the Sponsor, in accordance with Article 5 after
                  their death, retirement, Disability or Termination of
                  Employment from the Adopting Employer or former Adopting
                  Employer; and (2) in the case of Participants who are no
                  longer Employees of an Adopting Employer that is not an
                  Affiliated Employer of the Sponsor, within a reasonable time
                  thereafter as if the Plan had been terminated under Section
                  9.2.

1.6      AFFILIATED EMPLOYER
         The term Affiliated Employer means any of the following of which the
         Employer is a part: (1) a controlled group of corporations as defined
         in Code ss.414(b); (2) a trade or business (whether or not
         incorporated) under common control under Code ss.414(c); (3) any
         organization (whether or not incorporated) which is a member of an
         affiliated service group under Code ss.414(m); and (4) any other entity
         required to be aggregated under Code ss.414(o).

1.7      AGE
         The term Age means an Employee's actual attained age.

1.8      ANNIVERSARY DATE
         The term Anniversary Date means December 31st.

1.9      ANNUITY STARTING DATE
         The term Annuity Starting Date means the first day of the first period
         for which an amount is paid as an annuity, or, in the case of a benefit
         not payable as an annuity, the first day all events have occurred which
         entitle the Participant to such benefit. The first day of the first
         period for which a benefit is to be received by reason of Disability
         will be treated as the Annuity Starting Date only if such benefit is
         not an auxiliary benefit.

1.10     AVERAGE CONTRIBUTION PERCENTAGE TEST
         The term Average Contribution Percentage (or ACP) Test means the
         greater of one of the following nondiscrimination tests for Matching
         Contributions and Employee contributions: (1) the ACP for Participants
         who are HCEs will not exceed the ACP for Participants who are NHCEs
         multiplied by 1.25; or (b) the ACP for Participants who are HCEs will
         not exceed the ACP for Participants who are NHCEs multiplied by 2.0,
         provided that the ACP for Participants who are HCEs does not exceed the
         ACP for Participants who are NHCEs by more than 2 percentage points.
         The ACP Test for any Plan Year will be determined in accordance with
         the following:

         (a)      TESTING METHOD: The ACP Test will be determined each Plan Year
                  by the Current Year Testing method as described in paragraph
                  (b) below.

         (b)      DEFINITION OF CURRENT AND PRIOR YEAR TESTING: The term Current
                  Year Testing means the ACP Test will be determined for a Plan
                  Year by comparing the ACP of Participants who are Highly
                  Compensated Employees for that Plan Year to the ACP of
                  Participants who were Non-Highly Compensated Employees for
                  that Plan Year. The term Prior Year Testing means the ACP Test
                  will be determined for a Plan Year by comparing the ACP of
                  Participants who are Highly Compensated Employees for that
                  Plan Year to the ACP of Participants who were Non-Highly
                  Compensated Employees for the prior Plan Year. If Prior Year


                                     - 5 -


<PAGE>

                  Testing is specified in paragraph (a), then for the first Plan
                  Year in which the Plan permits any Participant to make
                  Voluntary Employee Contributions, provides for Matching
                  Contributions, or both (unless this Plan is a successor Plan),
                  the ACP used for Participants who were Non-Highly Compensated
                  Employees in the prior Plan Year will be the greater of 3% or
                  their actual ACP for the first Plan Year. Prior Year Testing
                  cannot be used in any Plan Year in which a supplemental Safe
                  Harbor Notice is issued that reduces or eliminates a Safe
                  Harbor Matching Contribution for that Plan Year.

         (c)      DEFINITION OF AVERAGE CONTRIBUTION PERCENTAGE: For purposes of
                  this Section, the term Average Contribution Percentage (or
                  ACP) means the average of the Contribution Percentages of the
                  "eligible" Participants in a group.

         (d)      DEFINITION OF CONTRIBUTION PERCENTAGE: For purposes of this
                  Section, the term Contribution Percentage means the ratio
                  (expressed as a percentage) of the Participant's Contribution
                  Percentage Amounts to the Participant's Compensation for the
                  Plan Year.

         (e)      DEFINITION OF CONTRIBUTION PERCENTAGE AMOUNTS: For purposes of
                  this Section, the term Contribution Percentage Amounts means
                  the sum of the Employee Contributions, Matching Contributions
                  and Qualified Non-Elective Contributions (to the extent not
                  used in the ADP Test) made under the plan on behalf of the
                  participant for the Plan Year.

         (f)      CONTRIBUTIONS USED IN DETERMINING CONTRIBUTION PERCENTAGE
                  AMOUNTS: Contribution Percentage Amounts will not include
                  Matching Contributions that are forfeited either to correct
                  Excess Aggregate Contributions or because the contributions to
                  which they relate are Excess Deferrals, Excess Contributions,
                  or Excess Aggregate Contributions. The Employer may elect each
                  Plan Year to include as Contribution Percentage Amounts QNECs
                  and/or Elective Deferrals so long as the ADP Test is met
                  before the Elective Deferrals are used in the ACP Test and
                  continues to be met following the exclusion of those Elective
                  Deferrals that are used to meet the ACP Test. For any Plan
                  Year in which Current Year Testing is specified in paragraph
                  (a) above, the Employer may further elect to include such
                  QNECs and/or Elective Deferrals as Contribution Percentage
                  Amounts only to the extent necessary to satisfy the ACP (and
                  Multiple Use) Test.

         (g)      MULTIPLE USE: If one or more HCEs participate in both a cash
                  or deferred arrangement and in a plan subject to the ACP Test
                  maintained by the Employer, and if the sum of the ADP and ACP
                  of those HCEs subject to either or both tests exceeds the
                  Aggregate Limit, then the ACP of those HCEs who also
                  participate in a cash or deferred arrangement will be reduced
                  as described in Section 5.21 so that the limit is not
                  exceeded. The amount by which each HCE's Contribution
                  Percentage Amount is reduced will be treated as an Excess
                  Aggregate Contribution. The ADP and ACP of HCEs are determined
                  after any corrections required to meet the ADP Test and the
                  ACP Test and are deemed to be the maximum permitted under such
                  tests for the Plan Year. Multiple use does not occur if either
                  the ADP or the ACP of the HCEs does not exceed 1.25 multiplied
                  by the ADP and the ACP of the NHCEs.

         (h)      HIGHLY COMPENSATED EMPLOYEES: A Participant is a HCE for a
                  particular Plan Year if he or she meets the definition of a
                  HCE in effect for that Plan Year; and a Participant is a NHCE
                  for a particular Plan Year if he or she does not meet the
                  definition of a HCE in effect for that Plan Year. The
                  Contribution Percentage for any Participant who is a HCE and
                  who is eligible to have Contribution Percentage Amounts
                  allocated to his or her account under two or more plans
                  described in Code ss.401(a), or arrangements described in Code
                  ss.401(k) that are maintained by the Employer, will be


                                     - 6 -


<PAGE>

                  determined as if the total of such Contribution Percentage
                  Amounts was made under each plan. If a HCE participates in two
                  or more cash or deferred arrangements that have different plan
                  years, all cash or deferred arrangements ending with or within
                  the same calendar year will be treated as a single
                  arrangement. Notwithstanding the foregoing, certain plans will
                  be treated as separate if mandatorily disaggregated under
                  regulations under Code ss.401(m).

         (i)      OTHER RULES: In determining the ACP Test, if this Plan
                  satisfies the requirements of Code ss.401(m), ss.401(a)(4) or
                  ss.410(b) only if aggregated with one or more other plans, or
                  if one or more other plans satisfy such requirements only if
                  aggregated with this Plan, then this section will be applied
                  by determining the Contribution Percentage of Employees as if
                  all such plans were a single plan. For any Plan Year in which
                  the Employer elects Prior Year Testing under this Section,
                  adjustments to the ACP of Non-Highly Compensated Employees for
                  the prior Plan Year will be made in accordance with Notice
                  98-1 and any superseding guidance. Plans with the same Plan
                  Year may be aggregated to satisfy Code ss.401(m). In
                  determining the Contribution Percentage test, Employee
                  contributions are considered to have been made in the Plan
                  Year in which contributed to the Plan, and Matching
                  Contributions and QNECs will be considered made for a Plan
                  Year if made no later than the end of the twelve-month period
                  beginning on the day after the close of the Plan Year. The
                  Employer will maintain records sufficient to demonstrate
                  satisfaction of the ACP Test and the amount of QNECs or QMACs,
                  or both, used in such test. The determination and treatment of
                  the Contribution Percentage of any Participant will satisfy
                  such other requirements as may be prescribed by the Secretary
                  of the Treasury.

         (j)      AGGREGATE LIMIT: The term Aggregate Limit means the sum of (1)
                  125% of the greater of the ADP of Participants who are NHCEs
                  for the current Plan Year (or for the prior Plan Year for any
                  Plan Year for which prior year testing has been elected) or
                  the ACP of Participants who are NHCEs subject to Code
                  ss.401(m) for the Plan Year beginning with or within the
                  current Plan Year (or for the prior Plan Year for any Plan
                  Year for which prior year testing has been elected) of the
                  cash or deferred arrangement (2) the lesser of 200% or two
                  plus the lesser of such ADP or ACP. The word "lesser" will be
                  substituted for "greater" in (1) above, and the word "greater"
                  will be substituted for "lesser" after "two plus the" in (2)
                  above if that would result in a larger Aggregate Limit.

         (k)      "ELIGIBLE" PARTICIPANT: For purposes of this Section, an
                  "eligible" Participant is any Employee who is eligible to make
                  an Employee Contribution, or an Elective Deferral (if the
                  Employer takes such contributions into account in the
                  calculation of the Contribution Percentage), or to receive a
                  Matching Contribution (including forfeitures) or a QMAC. If an
                  Employee Contribution is required as a condition of Plan
                  participation, any Employee who would be a Participant if such
                  Participant made such a contribution will be treated as an
                  "eligible" Participant on behalf of whom no Employee
                  Contributions are made. An Employee Contribution means any
                  contribution made by or on behalf of a Participant that is
                  included in the Participant's gross income in the year in
                  which made and that is maintained under a separate account to
                  which earnings and losses are allocated.

         (l)      CHANGE TO PRIOR YEAR TESTING: If the Employer elects Current
                  Year Testing for any Plan Year, the Employer can only elect to
                  change to prior year testing in accordance with the
                  requirements in Notice 98-1 (or superseding guidance). If the
                  Employer amends the Plan to elect prior year testing, the ACP
                  for NHCEs for the prior year will be determined by taking into
                  account only (1) Voluntary Employee Contributions for those
                  NHCEs for the prior year, and (2) Matching Contributions for
                  those NHCEs that were taken into account in the ACP Test (and


                                     - 7 -


<PAGE>

                  not the ADP Test) under the current year testing method for
                  the prior year, and (3) QNECs that were allocated to the
                  accounts of those NHCEs for the prior year but that were not
                  used to satisfy the ACP Test or the ADP Test under the current
                  year testing method for the prior year. Thus, if the Employer
                  elects to change to prior year testing, the following
                  contributions made for the prior year will be disregarded:
                  QNECs used to satisfy either the ADP or ACP Test under the
                  current year testing method for the prior testing year, QMACs
                  taken into account in the ADP Test, and all Elective
                  Deferrals. These limitations on double counting do not apply
                  for testing years beginning before January 1, 1999, and if the
                  Plan changes to prior year testing for the first time for the
                  1998 Plan Year, the ACP for NHCEs will be the same as for the
                  1997 Plan Year.

1.11     BENEFICIARY
         The term Beneficiary means the recipient designated by the Participant
         to receive the Plan benefits payable upon the death of the Participant,
         or the recipient designated by a Beneficiary to receive any benefits
         which may be payable in the event of the Beneficiary's death prior to
         receiving the entire death benefit to which the Beneficiary is
         entitled. All such Beneficiary designations will be made in accordance
         with the following provisions:

         (a)      BENEFICIARY DESIGNATIONS BY A PARTICIPANT: Subject to the
                  provisions of Section 5.8 regarding the rights of a
                  Participant's Spouse, each Participant may designate a
                  Beneficiary on a form supplied by the Administrator, and may
                  change or revoke that designation by filing written notice
                  with the Administrator. If a Participant completes or has
                  completed a Beneficiary designation form in which the
                  Participant designates his or her Spouse as the Beneficiary,
                  and the Participant and the Participant's Spouse are legally
                  divorced subsequent to the date of such designation, then the
                  designation of such Spouse as a Beneficiary hereunder will be
                  deemed null and void unless the Participant, subsequent to the
                  legal divorce, reaffirms the designation by completing a new
                  Beneficiary designation form. In the absence of a written
                  Beneficiary designation form, the Participant will be deemed
                  to have designated the following Beneficiaries in the
                  following order: (1) the Participant's Spouse, if then living;
                  (2) the Participant's issue, per stirpes; and (3) the
                  Participant's estate.

         (b)      BENEFICIARY DESIGNATIONS BY A BENEFICIARY: In the absence of a
                  Beneficiary designation or other directive from the deceased
                  Participant to the contrary, any Beneficiary may name his or
                  her own Beneficiary in accordance with Section 5.2(e) to
                  receive any benefits which may be payable in the event of the
                  Beneficiary's death prior to the receipt of all the
                  Participant's death benefits to which the Beneficiary was
                  entitled.

         (c)      BENEFICIARIES CONSIDERED CONTINGENT UNTIL DEATH OF
                  PARTICIPANT: Notwithstanding any provision in this Section,
                  any Beneficiary named hereunder will be considered a
                  contingent Beneficiary until the death of the Participant (or
                  Beneficiary, as the case may be), and until such time will
                  have no rights granted to Beneficiaries under the Plan.

1.12     BREAK IN SERVICE
         The term Break in Service means a 1-Year Period of Severance.
         Notwithstanding the foregoing, a Participant who incurs a Break in
         Service but does not terminate employment with the Employer will
         continue to be eligible to make Elective Deferrals to the Plan, but
         will no longer be eligible to receive an allocation of any other
         Employer contributions.

1.13     CODE
         The term Code means the Internal Revenue Code of 1986, as amended, and
         the regulations and rulings promulgated thereunder by the Internal
         Revenue Service.

                                     - 8 -


<PAGE>

1.14     CODE SS.3401 COMPENSATION
         The term Code ss.3401 Compensation means wages within the meaning of
         Code ss.3401(a) that are actually paid or made available in gross
         income for the purposes of income tax withholding at the source but
         determined without regard to any rules under Code ss.3401 that limit
         the remuneration included in wages based on the nature or location of
         the employment or the services performed (such as the exception for
         agricultural labor in Code ss.3401(a)(2)).

1.15     CODE SS.415 COMPENSATION
         The term Code ss.415 Compensation means 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
         Employer maintaining the Plan, including, but not limited to,
         commissions paid salespersons, compensation for services based on a
         percentage of profits, commissions on insurance premiums, tips,
         bonuses, fringe benefits, and reimbursements, or other expense
         allowances under a non-accountable plan as described in IRS regulation
         ss.1.62-2(c). A Participant's Code ss.415 Compensation will be
         determined subject to the following provisions:

         (a)      AMOUNTS EXCLUDED FROM CODE SS.415 COMPENSATION: Code ss.415
                  Compensation does not include (1) Employer contributions to a
                  plan of deferred compensation which are not includible in
                  gross income for the taxable year in which contributed, or
                  Employer contributions to a simplified employee pension plan
                  to the extent such contributions are deductible by the
                  Employee, or any distributions from a plan of deferred
                  compensation; (2) amounts realized from a non-qualified stock
                  option, or when restricted stock or property held by the
                  Employee either becomes freely transferable or is no longer
                  subject to a substantial risk of forfeiture; (3) amounts
                  realized from the sale, exchange or other disposition of stock
                  acquired under a qualified stock option; and (4) other amounts
                  which receive special tax benefits, or contributions made by
                  an Employer (whether or not under a salary reduction
                  agreement) towards the purchase of an annuity described in
                  Code ss.403(b) (whether or not the amounts are excludible from
                  an Employee's gross income).

         (b)      TREATMENT OF ELECTIVE DEFERRALS AND OTHER AMOUNTS: For
                  Limitation Years beginning on or after January 1, 1998, Code
                  ss.415 Compensation will include any elective deferrals as
                  defined in Code ss.402(g)(3), and any amounts contributed or
                  deferred at the election of the Employee that were not
                  includible in the gross income by reason of Code ss.125 or
                  ss.457. Code ss.415 Compensation will also include elective
                  amounts that are not includible in the gross income of the
                  Employee by reason of Code ss.132(f)(4) for Limitation Years
                  beginning on or after January 1, 2001 (or if elected by the
                  Administrator on a non-discriminatory basis, any earlier
                  Limitation Year beginning on or after January 1, 1998).

1.16     COMPENSATION
         The term Compensation means amounts received by a Participant from the
         Employer during a Compensation Determination Period, determined subject
         to the following provisions:

         (a)      COMPENSATION USED TO DETERMINE ELECTIVE DEFERRALS: In
                  determining the amount of a Participant's Elective Deferrals
                  for a Plan Year, the term Compensation means a Participant's
                  Form W-2 Compensation actually paid during a Compensation
                  Determination Period, determined subject to the following
                  provisions:

                  (1)      COMPENSATION DETERMINATION PERIOD: Under this
                           paragraph (a), the Compensation Determination Period
                           is the Plan Year.

                                     - 9 -


<PAGE>

                  (2)      TREATMENT OF ELECTIVE DEFERRALS: For purposes of this
                           paragraph (a), Employer contribution amounts made
                           pursuant to a salary reduction agreement which are
                           not currently includible in the gross income of an
                           Employee by reason of Code ss.125, ss.402(e)(3),
                           ss.402(h)(1)(B), or ss.403(b) will, at the election
                           of the Administrator on a non-discriminatory basis,
                           be included in determining Compensation. In addition,
                           if elected by the Administrator on a
                           non-discriminatory basis, Compensation will also
                           include elective amounts that are not includible in
                           the gross income of the Employee by reason of Code
                           ss.132(f)(4), beginning with the Plan Year elected by
                           the Administrator but not earlier than the Plan Year
                           beginning on or after January 1, 1998.

                  (3)      CERTAIN AMOUNTS EXCLUDED FROM COMPENSATION: For
                           purposes of this paragraph (a), any amount which
                           would otherwise be considered Compensation under this
                           paragraph but which is received by a Participant
                           under the following circumstances will not be
                           considered Compensation for purposes of this
                           paragraph: (1) any amount received as a bonus; (2)
                           any amount received as a commission; (3) any amount
                           intended as reimbursement for moving expenses; (4)
                           any amount intended as reimbursement for car
                           expenses; and (5) any amount taxable for purposes of
                           Domestic Partner medical coverage and Stock Options.

                  (4)      AMOUNTS RECEIVED PRIOR TO BECOMING A PARTICIPANT: All
                           amounts which would be considered Compensation under
                           this paragraph but which are received by an Employee
                           prior to the date the Employee becomes a Participant
                           in the Plan will be considered Compensation for
                           purposes of this paragraph (a). However, the
                           Administrator may elect to limit Compensation under
                           this paragraph to Compensation received during the
                           period during which the cash or deferred arrangement
                           was in effect under the Plan.

                  (5)      COMPENSATION RECEIVED WHILE IN AN INELIGIBLE CLASS OF
                           EMPLOYEES: Compensation for purposes of this
                           paragraph (a) will exclude any amount received while
                           an Employee is a member of an ineligible class of
                           Employees as described in Section 2.1(a)(2).

         (b)      COMPENSATION USED TO DETERMINE MATCHING CONTRIBUTIONS:
                  Matching Contributions are not currently permitted under the
                  terms of the Plan.

         (c)      COMPENSATION USED TO DETERMINE NON-ELECTIVE CONTRIBUTIONS:
                  Non-Elective Contributions are not currently permitted under
                  the terms of the Plan.

         (d)      COMPENSATION USED IN DETERMINING THE ACP TEST AND ADP TEST: In
                  determining the ACP Test, the term Compensation means a
                  Participant's Form W-2 Compensation. In determining the ADP
                  Test, the term Compensation means a Participant's Form W-2
                  Compensation. However, in determining a Participant's ADP or
                  ACP, the Administrator may elect (1) to include or exclude
                  Elective Deferrals; (2) to include or exclude any items of
                  compensation includible or excludible under Code ss.414(s) and
                  the regulations thereunder, provided such adjusted definition
                  conforms to the nondiscrimination requirements of those
                  regulations; and/or (3) to limit Compensation taken into
                  account in computing a Participant's ADP or ACP to
                  Compensation received only for the portion of the Plan Year in
                  which the Participant was a Participant and only for the
                  portion of the Plan Year during which the Plan contained a
                  cash or deferred arrangement. The Plan Administrator's
                  election as described above must be consistent and uniform
                  with respect to all Participants and all plans of the Employer
                  for any particular Plan Year.

                                     - 10 -


<PAGE>

         (e)      COMPENSATION USED FOR TOP HEAVY PURPOSES: Notwithstanding
                  anything in this Section to the contrary, in determining Top
                  Heavy allocations under Section 3.5, the term Compensation
                  means the Code ss.415 Compensation received by an Employee
                  during an entire Compensation Determination Period excluding
                  amounts received while a member of an ineligible class of
                  Employees as described in Section 2.1(a)(2).

         (f)      COMPENSATION OF OWNER-EMPLOYEES AND SHAREHOLDER-EMPLOYEES: For
                  purposes of this Plan, the Compensation of an Owner-Employee
                  or a Self-Employed Individual will equal his or her Earned
                  Income up to the dollar limit described in the next paragraph.

         (g)      DOLLAR LIMITATION ON COMPENSATION: Notwithstanding anything in
                  this Section to the contrary, a Participant's Compensation for
                  any Compensation Determination Period will not exceed the
                  limitation set forth in Code ss.401(a)(17) as in effect for
                  that determination period. If a Compensation Determination
                  Period consists of fewer than 12 months, the Code
                  ss.401(a)(17) limitation will be multiplied by a fraction, the
                  numerator of which is the number of months in that
                  determination period, and the denominator of which is 12.

         (h)      COMPENSATION LIMITATION ELECTION AVAILABLE TO CERTAIN
                  PARTICIPANTS: Except for purposes of determining Top Heavy
                  allocation requirements under Section 3.5 or the Code ss.415
                  limitations under Article 6, any Participant who is a Key
                  Employee, an Owner-Employee, a Self-Employed Individual, or a
                  Highly Compensated Employee may elect for any Plan Year, on a
                  form prescribed by the Administrator to limit Compensation for
                  all purposes under this Plan.

         (i)      REPEAL OF FAMILY AGGREGATION RULES: The family aggregation
                  rules that were described in Code ss.401(a)(17)(A) as in
                  effect prior to January 1, 1997 will not apply to this Plan
                  for Plan Years beginning on or after January 1, 1997.

1.17     DISABILITY
         The term Disability means a physical or mental condition arising after
         an Employee has become a Participant that qualifies the Participant for
         disability benefits under the Social Security Act in effect on the date
         the Participant suffers the Disability.

1.18     EARLY RETIREMENT AGE
         There is no Early Retirement Age under the Plan.

1.19     EARNED INCOME
         The term Earned Income means net earnings from self-employment in the
         trade or business with respect to which the Plan is established and for
         which personal services of the individual are a material
         income-producing factor. Net earnings (1) will be determined without
         regard to items not included in gross income and the deductions
         allocable thereto, and for taxable years beginning after December 31,
         1989, with regard to the deduction allowed by Code ss.164(f); and (2)
         will be reduced by deductible Employer contributions to a qualified
         retirement plan for taxable years beginning after December 31, 1989.

1.20     ELECTIVE DEFERRAL
         The term Elective Deferrals means Employer contributions made to the
         Plan at the election of the Participant in lieu of cash compensation,
         and will include contributions made pursuant to a salary reduction
         agreement or other deferral mechanism, as follows:

                                     - 11 -


<PAGE>

         (a)      DETERMINATION OF AMOUNT: In any taxable year, a Participant's
                  Elective Deferral is the sum of all Employer contributions
                  made on behalf of such Participant pursuant to an election to
                  defer under any qualified cash or deferred arrangement under
                  Code ss.401(k), any simplified employee pension cash or
                  deferred arrangement under Code ss.402(h)(1)(B), any SIMPLE
                  individual retirement plan under Code ss.408(p), any eligible
                  deferred compensation plan under Code ss.457, any plan under
                  Code ss.501(c)(18), and any Employer contributions made on the
                  behalf of a Participant for the purchase of an annuity
                  contract under Code ss.403(b) pursuant to a salary reduction
                  agreement. Elective Deferrals will not include any deferrals
                  properly distributed as excess Annual Additions.

         (b)      RESTRICTIONS ON WITHDRAWAL: Elective Deferrals (exclusive of
                  earnings thereon) can only be withdrawn upon the earlier of
                  the date (1) a Participant incurs a Termination of Employment;
                  (2) a Participant dies; (3) a Participant suffers a
                  Disability; (4) an event described in Code ss.401(k)(10)
                  occurs; (5) a Participant receives a hardship distribution if
                  hardship distributions are permitted by the Employer under
                  Section 5.17; and (6) a Participant reaches Age 59 1/2 if on
                  or after such date a pre-retirement in-service withdrawal of
                  Elective Deferrals is permitted by the Employer under Section
                  5.18.

1.21     ELECTIVE DEFERRAL ACCOUNT
         The term Elective Deferral Account means the sub-account of a
         Participant's Account to which the Participant's Elective Deferrals are
         credited.

1.22     ELIGIBLE PARTICIPANT
         The term Eligible Participant means a Participant eligible in
         accordance with the following provisions to receive an allocation of
         any Matching Contributions, Non-Elective Contributions and Forfeitures
         that are allocable for the Plan Year:

         (a)      MATCHING CONTRIBUTIONS AND RELATED FORFEITURES: Matching
                  Contributions are not currently permitted under the terms of
                  the Plan.

         (b)      NON-ELECTIVE CONTRIBUTIONS AND RELATED FORFEITURES:
                  Non-Elective Contributions are not currently permitted under
                  the terms of the Plan.

1.23     EMPLOYEE
         The term Employee means (a) any person reported on the payroll records
         of the Employer as an employee who is deemed by the Employer to be a
         common law employee; (b) except for determining eligibility to
         participate in this Plan, any person reported on the payroll records of
         an Affiliated Employer of the Sponsor or an Adopting Employer as an
         employee who is deemed by the Affiliated Employer to be a common law
         employee, even if the Affiliated Employer is not an Adopting Employer;
         (c) any Self-Employed Individual who derives Earned Income from the
         Employer; (d) any Owner-Employee; and (e) any person who is considered
         a Leased Employee but who (1) is not covered by a plan described in
         Code ss.414(n)(5), or (2) is covered by a plan described in Code
         ss.414(n)(5), but Leased Employees constitute more than 20% of the
         Employer's non-highly compensated workforce. However, the term Employee
         will not include any individual who is not reported on the payroll
         records of the Employer or an Affiliated Employer as a common law
         employee. If such person is later determined by the Sponsor or by a
         court or governmental agency to be or to have been an Employee, he or
         she will only be eligible for participation prospectively and may
         participate in the Plan as of the next entry date in Section 2.2
         following such determination and after the satisfaction of all other
         eligibility requirements.

                                     - 12 -


<PAGE>

1.24     EMPLOYER
         The term Employer means the Sponsor, any Adopting Employer, and any
         direct predecessor business entity of the Sponsor or an Adopting
         Employer that was or would have been considered an Affiliated Employer
         of the Sponsor or an Adopting Employer. Where applicable, such as
         determining Hours of Service, Periods of Service and Years of Service,
         the term Employer or Adopting Employer will also mean any business
         entity that was an Adopting Employer. As to any Employee, the term
         Employer at the time of reference means the employer of such Employee.

1.25     ERISA
         The term ERISA means the Employee Retirement Income Security Act of
         1974, as amended, and the regulations and rulings promulgated
         thereunder.

1.26     EXCESS AGGREGATE CONTRIBUTIONS
         The term Excess Aggregate Contributions means, with respect to any Plan
         Year, the excess of (1) the aggregate Contribution Percentage Amounts
         used in computing the numerator of the Contribution Percentage actually
         made on behalf of Participants who are Highly Compensated Employees for
         such Plan Year, over (2) the maximum Contribution Percentage Amounts
         permitted by the ACP Test (determined by hypothetically reducing
         contributions made on behalf of Participants who are Highly Compensated
         Employees in order of their Contribution Percentages beginning with the
         highest of such percentages). Such determination will be made after
         first determining Excess Elective Deferrals and then determining Excess
         Contributions. The terms Average Contribution Percentage, Contribution
         Percentage and Contribution Percentage Amount are defined in Sections
         1.10(c), 1.10(d) and 1.10(e).

1.27     EXCESS CONTRIBUTIONS
         The term Excess Contributions means, with respect to any Plan Year, the
         excess of the aggregate amount of Employer contributions actually taken
         into account in computing the ADP of Participants who are Highly
         Compensated Employees for such Plan Year, over the maximum amount of
         such contributions permitted by the ADP Test (determined by
         hypothetically reducing contributions made for Participants who are
         Highly Compensated Employees in order of their ADPs, beginning with the
         highest of such percentages).

1.28     EXCESS ELECTIVE DEFERRALS
         The term Excess Elective Deferrals means Elective Deferrals that are
         includible in a Participant's gross income under Code ss.402(g) to the
         extent such Participant's Elective Deferrals for a taxable year exceed
         the dollar limit under such Code Section.

1.29     FIDUCIARY
         The term Fiduciary means any individual or entity which exercises any
         discretionary authority or control over the management of the Plan or
         over the disposition of the assets of the Plan; renders investment
         advice for a fee or other compensation (direct or indirect); has any
         discretionary authority or responsibility over Plan administration; or
         acts to carry out a fiduciary responsibility, when designated by a
         named Fiduciary pursuant to authority granted by the Plan; subject,
         however, to any exception granted directly or indirectly by the
         provisions of ERISA or any applicable regulations. The Sponsor is the
         "named Fiduciary" for purposes of ERISA ss.402(a)(2).

1.30     FISCAL YEAR
         The term Fiscal Year means the Employer's accounting year beginning
         February 1st and ending the following January 31st.

1.31     FORFEITURE
         The term Forfeiture means the amount by which a Participant's Account
         balance exceeds his or her Vested Interest upon the earlier to occur of
         (a) the date the Participant receives a distribution of his or her


                                     - 13 -


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         Vested Interest under Article 5; or (b) the date the Participant incurs
         5 consecutive Breaks in Service after Termination of Employment. No
         Forfeitures will occur solely as a result of the withdrawal of a
         Participant's own contributions to the Plan or a Participant's transfer
         to an Affiliated Employer or Adopting Employer. All Forfeitures will be
         placed in the Forfeiture Account pending allocation pursuant to Section
         3.4.

1.32     FORM W-2 COMPENSATION
         The term Form W-2 Compensation means wages within the meaning of Code
         ss.3401(a) and all other payments of compensation actually paid or made
         available in gross income to an Employee by the Employer in the course
         of the Employer's trade or business for which the Employer is required
         to furnish the Employee a Form W-2 under Code ss.6041(d), ss.6051(a)(3)
         and ss.6052. Compensation must be determined without regard to any
         rules under Code ss.3401(a) limiting remuneration included in wages
         based on the nature or location of the employment or services performed
         (such as the exception for agricultural labor in Code ss.3401(a)(2)).

1.33     HCE
         The term HCE means a Highly Compensated Employee.

1.34     HIGHLY COMPENSATED EMPLOYEE
         The term Highly Compensated Employee means, for Plan Years beginning
         after December 31, 1996, any Employee who during the Plan Year or
         during the look-back year was a 5% owner as defined in Code
         ss.416(i)(1), or who for the look-back year had Code ss.415
         Compensation in excess of $80,000 as adjusted in accordance with Code
         ss.415(d) (except that the base year will be the calendar quarter
         ending September 30, 1996). In determining who is a highly compensated
         former Employee, the rules for determining Highly Compensated Employee
         status as in effect for the Plan Year or look-back year for which the
         determination is being made (in accordance with temporary regulation
         1.414(q)-1T, A-4 and Notice 97-45) will be applied. In determining if
         an Employee is a Highly Compensated Employee for Plan Years beginning
         in 1997, the amendments to Code ss.414(q) are deemed to have been in
         effect for years beginning in 1996. If the Employer maintains more than
         one qualified retirement plan, the definition of Highly Compensated
         Employee must be consistently applied to all such plans.

         (a)      DETERMINATION OF LOOK-BACK YEAR: The look-back year will be
                  the 12 month period immediately preceding the Plan Year for
                  which the determination is being made.

         (b)      TOP PAID GROUP ELECTION: In determining if an Employee is a
                  Highly Compensated Employee based on Code ss.415 Compensation,
                  the top paid group election set forth in Code ss.414(q)(3) is
                  not being applied for any Plan Year beginning on or after
                  January 1, 1997.

         (c)      REPEAL OF FAMILY AGGREGATION RULES: The family aggregation
                  rules that were described in Code ss.414(q)(6) as in effect
                  prior to January 1, 1997 will not apply to this Plan for Plan
                  Years beginning on or after January 1, 1997.

1.35     HOUR OF SERVICE
         The term Hour of Service means, with respect to any provision of the
         Plan in which service is determined by reference to an Employee's
         Periods of Service, each hour for which an Employee is paid, or is
         entitled to payment, by the Employer or an Affiliated Employer for the
         performance of duties. With respect to any provision of the Plan in
         which service is determined by reference to an Employee's Years of
         Service, the term Hour of Service means the following:

                                     - 14 -


<PAGE>

         (a)      DETERMINATION OF HOURS: The term Hour of Service means (1)
                  each hour an Employee is paid, or entitled to payment, for the
                  performance of duties for the Employer or an Affiliated
                  Employer, which will be credited to the Employee for the
                  computation period in which the duties are performed; (2) each
                  hour for which an Employee is paid, or entitled to payment, by
                  the Employer or an Affiliated 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, except
                  that no more than 501 hours will be credited under this clause
                  (2) for any single continuous period (whether or not such
                  period occurs in a single computation period); and (3) each
                  hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Employer or an
                  Affiliated Employer, except that the same hours will not be
                  credited both under clause (1) or clause (2) and under this
                  clause (3), and these hours will be credited for the
                  computation period or periods to which the award or agreement
                  pertains rather than the computation period in which the
                  award, agreement or payment is made. Hours of Service will be
                  calculated and credited pursuant to DOL regulation
                  2530.200b-2(b) and (c), which are incorporated herein by
                  reference.

         (b)      MATERNITY OR PATERNITY LEAVE: In determining if a Break in
                  Service for participation and vesting has occurred in a
                  computation period, an individual on Maternity or Paternity
                  Leave will receive credit for up to 501 Hours of Service which
                  would otherwise have been credited but for such absence, or in
                  any case in which such Hours of Service cannot be determined,
                  8 Hours of Service per day of such absence. Hours of Service
                  credited for Maternity or Paternity Leave will be credited in
                  the computation period in which the absence begins if the
                  crediting is necessary to prevent a Break in Service in that
                  period, or in all other cases, in the following computation
                  period.

         (c)      USE OF EQUIVALENCIES: Notwithstanding paragraph (a), the
                  Administrator may elect for all Employees or for one or more
                  different classifications of Employees (provided such
                  classifications are reasonable and are consistently applied)
                  to apply one or more of the following equivalency methods in
                  determining the Hours of Service of an Employee paid on an
                  hourly or salaried basis. Under such equivalency methods, an
                  Employee will be credited with either (1) 190 Hours of Service
                  for each month in which he or she is paid or entitled to
                  payment for at least one Hour of Service; or (2) 95 Hours of
                  Service for each semi-monthly period in which he or she is
                  paid or entitled to payment for at least one Hour of Service;
                  or (3) 45 Hours of Service for each week in which he or she is
                  paid or entitled to payment for at least one Hour of Service;
                  or (4) 10 Hours of Service for each day in which he or she is
                  paid or entitled to payment for at least one Hour of Service.

1.36     KEY EMPLOYEE
         The term Key Employee means any Employee, Former Employee, deceased
         Employee, or Beneficiary who at any time during the Plan Year
         containing the Determination Date for the Plan Year in question or any
         of the prior 4 Plan Years was one of the following:

         (a)      OFFICERS: An officer of the Employer whose Code ss.415
                  Compensation exceeds 50% of the amount in effect under Code
                  ss.415(b)(1)(A), except that no more than fifty Employees (or,
                  if lesser, the greater of three or 10% of the Employees) will
                  be treated as officers.

         (b)      OWNERS: An owner (or was considered an owner under Code
                  ss.318) of one of the ten largest interests in the Employer
                  whose Code ss.415 Compensation exceeds 100% of the dollar
                  limitation in effect under Code ss.415(c)(1)(A), but if two
                  Employees own the same interest in the Employer, the Employee


                                     - 15 -


<PAGE>

                  with the greater annual Code ss.415 Compensation will be
                  treated as owning a larger interest; or a 5% owner of the
                  Employer as defined in Code ss.416(i)(1)(B)(i); or a 1% owner
                  of the Employer as defined in Code ss.416(i)(1)(B)(ii) whose
                  annual Code ss.415 Compensation is more than $150,000.

1.37     LEASED EMPLOYEE
         The term Leased Employee means, for Plan Years beginning on or after
         January 1, 1997, any person within the meaning of Code ss.414(n)(2) and
         ss.414(o) who is not reported on the payroll records of the Employer as
         a common law employee and who provides services to the Employer if (a)
         the services are provided under an agreement between the Employer and a
         leasing organization; (b) the person has performed services for the
         Employer or for the Employer and related persons as determined under
         Code ss.414(n)(6) on a substantially full time basis for a period of at
         least one year; and (c) the services are performed under the primary
         direction and control of the Employer. Contributions or benefits
         provided to a Leased Employee by the leasing organization attributable
         to services performed for the Employer will be treated as provided by
         the Employer. A Leased Employee will not be considered an Employee of
         the recipient if he is covered by a money purchase plan providing (a) a
         non-integrated Employer contribution rate of at least 10% of Code
         ss.415 Compensation, including amounts contributed by the Employer
         pursuant to a salary reduction agreement which are excludible from the
         Leased Employee's gross income under a cafeteria plan covered by Code
         ss.125, a cash or deferred plan under Code ss.401(k), a SEP under Code
         ss.408(k) or a tax-deferred annuity under Code ss.403(b), and also
         including, for Plan Years beginning on or after January 1, 2001, any
         elective amounts that are not includible in the gross income of the
         Leased Employee because of Code ss.132(f)(4); (b) immediate
         participation; and (c) full and immediate vesting. This exclusion is
         only available if Leased Employees do not constitute more than 20% of
         the recipient's non-highly compensated work force.

1.38     LIMITATION YEAR
         The term Limitation Year means the Plan Year.

1.39     MATCHING CONTRIBUTION
         The term Matching Contribution means an Employer contribution made to
         this or any other defined contribution plan on behalf of a Participant
         on account of Voluntary Employee Contributions made by such
         Participant, or on account of a Participant's Elective Deferral, under
         a Plan maintained by the Employer.

1.40     MATCHING CONTRIBUTION ACCOUNT
         The term Matching Contribution Account means the sub-account of a
         Participant's Account to which Matching Contributions are credited.

1.41     MATERNITY OR PATERNITY LEAVE
         The term Maternity or Paternity Leave means that an Employee is absent
         from work because of the Employee's pregnancy; because of the birth of
         the Employee's child; because of the placement of a child with the
         Employee in connection with the adoption of such child by the Employee;
         or because of the need to care for such child for a period beginning
         immediately following the child's birth or placement as set forth
         above.

1.42     NHCE
         The term NHCE means a Non-Highly Compensated Employee.

1.43     NON-ELECTIVE CONTRIBUTIONS
         The term Non-Elective Contribution means an Employer contribution other
         than a Matching Contribution or a QMAC that the Participant may not
         elect to receive in cash until such contributions are distributed from
         the Plan.

                                     - 16 -


<PAGE>

1.44     NON-ELECTIVE CONTRIBUTION ACCOUNT
         The term Non-Elective Contribution Account means the sub-account of a
         Participant's Account to which Non-Elective Contributions are credited.

1.45     NON-HIGHLY COMPENSATED EMPLOYEE
         The term Non-Highly Compensated Employee means any Employee who is not
         a Highly Compensated Employee.

1.46     NON-KEY EMPLOYEE
         The term Non-Key Employee means any Employee who is not a Key Employee.

1.47     NORMAL RETIREMENT AGE
         The term Normal Retirement Age means the date a Participant reaches Age
         59 1/2. There is no mandatory retirement age.

1.48     NORMAL RETIREMENT DATE
         The term Normal Retirement Date means the date a Participant reaches
         Normal Retirement Age.

1.49     OWNER-EMPLOYEE
         The term Owner-Employee means (1) in the case of an Employer or
         Affiliated Employer which is an unincorporated trade or business, an
         individual who owns the entire interest in such Employer or Affiliated
         Employer; and (2) in the case of an Employer or Affiliated Employer
         which is a partnership, an individual who owns more than 10% of either
         the capital interest or the profit interest in such Employer or
         Affiliated Employer.

1.50     PARTICIPANT
         The term Participant means any Employee who has met the eligibility and
         participation requirements of the Plan. However, an individual who is
         no longer an Employee will not be deemed a Participant if his or her
         entire Plan benefit (a) is fully guaranteed by an insurance company and
         is legally enforceable at the sole choice of such individual against
         such insurance company, provided that a contract, Policy, or
         certificate describing the benefits to which such individual is
         entitled under the Plan has been issued to such individual; or (b) is
         paid in a lump sum distribution which represents such individual's
         entire interest in the Plan; or (c) is paid in some other form of
         distribution and the final payment thereunder has been made.

1.51     PARTICIPANT'S ACCOUNT
         The term Participant's Account means the account to which is credited a
         Participant's share of Employer contributions, Forfeitures (if any)
         that are allocated under Section 3.4, investment earnings or losses
         allocated under Section 3.3, and the proceeds of insurance Policies (if
         any) that are purchased on a Participant's life under Section 7.13.
         Each Participant's Account will be divided into the following Employer
         contribution sub-accounts for accounting purposes: the Elective
         Deferral Account, and if applicable, the Matching Contribution Account,
         the Qualified Matching Contribution Account, the Non-Elective
         Contribution Account, the Qualified Non-Elective Contribution Account,
         the Safe Harbor Contribution Account, and any other sub-accounts as the
         Administrator may determine necessary from time to time.

1.52     PERIOD OF SERVICE
         The term Period of Service means a period during which an Employee is
         employed by an Employer or an Affiliated Employer beginning on an
         Employee's Employment Commencement Date or Re-employment Commencement
         Date as defined in paragraph (b), and ending on the Severance from
         Service Date as defined in paragraph (d). For any provision of the Plan
         in which an Employee's service is determined by his or her Period of
         Service, a 1-Year Period of Service and all other Periods of Service
         will be determined in accordance with the following provisions:

                                     - 17 -


<PAGE>

         (a)      CREDIT FOR AN HOUR OF SERVICE AS A PERIOD OF SERVICE: If an
                  Employee performs an Hour of Service during a period which
                  would otherwise be considered a Period of Severance as
                  indicated in paragraph (c) below, the Plan must take into
                  account such period and the Employee will receive credit for
                  such as a Period of Service.

         (b)      DEFINITION OF EMPLOYMENT COMMENCEMENT DATE: The term
                  Employment Commencement Date means the first day an Employee
                  performs an Hour of Service for an Employer or an Affiliated
                  Employer; and the term Reemployment Commencement Date means
                  the first day following a Period of Severance on which an
                  Employee performs an Hour of Service for an Employer or an
                  Affiliated Employer.

         (c)      DEFINITION OF PERIOD OF SEVERANCE: The term Period of
                  Severance means the period beginning on the Severance from
                  Service Date and ending on the Reemployment Commencement Date.
                  A Participant will incur a 1-Year Period of Severance if the
                  Employee fails to perform an Hour of Service during a
                  12-consecutive month period following the earlier of either
                  (1) the Severance from Service Date on which an Employee
                  retires, dies, quits or is discharged from employment by an
                  Employer or an Affiliated Employer, or (2) the Severance from
                  Service Date on which an Employee remains absent from service
                  with an Employer or an Affiliated Employer (with or without
                  pay) for any reason other than the Employee retiring, dying,
                  quitting or being discharged from employment by an Employer or
                  an Affiliated Employer, such as for vacation, holiday,
                  illness, incapacity (including disability), layoff, jury duty,
                  military duty or leave of absence. In the case of a
                  Participant who is on Maternity or Paternity Leave, the
                  12-consecutive month period beginning on the first anniversary
                  of the first day of such Maternity or Paternity Leave will not
                  constitute a Period of Severance. If the Employee does perform
                  an Hour of Service during the periods indicated in clauses (1)
                  or (2) above, the Plan must take into account such period and
                  the Employee will receive credit for such as a Period of
                  Service.

         (d)      DEFINITION OF SEVERANCE FROM SERVICE DATE: The term Severance
                  from Service Date means the date on which an Employee retires,
                  dies, quits or is discharged from employment by an Employer or
                  an Affiliated Employer; or if earlier the first anniversary of
                  the date on which an Employee remains absent from service with
                  an Employer or an Affiliated Employer (with or without pay)
                  for any reason other than the Employee retiring, dying,
                  quitting or being discharged from employment by an Employer or
                  an Affiliated Employer, such as for vacation, holiday,
                  illness, incapacity (including disability), layoff, jury duty,
                  military duty or leave of absence.

         (e)      AGGREGATING PERIODS OF SERVICE AND FRACTIONAL PERIODS OF
                  SERVICE: A 1-Year Period of Service is a 12-consecutive month
                  Period of Service. An Employee will receive credit for Periods
                  of Service of less than 12 consecutive months, by aggregating,
                  subject to the limitations below, all non-successive Periods
                  of Service and all Periods of Service which are fractional
                  years or which do not constitute a whole 1-Year Period of
                  Service, whether or not consecutive. Fractional periods of a
                  year are expressed in terms of days, on the basis that a day
                  of service is credited if an Employee completes an Hour of
                  Service during such day, and on the basis that 12 months of
                  service (30 days being deemed to be a month in the case of the
                  aggregation of fractional months) or 365 days of service
                  equals a 1-Year Period of Service.

                                     - 18 -


<PAGE>

         (f)      PRIOR SERVICE CREDIT: An Employee will not receive credit for
                  Periods of Service with any other entity except as otherwise
                  set forth herein with respect to the Employer, an Affiliated
                  Employer, and any business that was an Adopting Employer.

         (g)      REEMPLOYMENT BEFORE A 1-YEAR PERIOD OF SEVERANCE: If an
                  Employee terminates employment but is re-employed by the
                  Employer before a Period of Severance, his or her Periods of
                  Service and employment will not be deemed to have been
                  interrupted during such Plan Year and, if the Employee was a
                  Participant (or otherwise satisfied the requirements for
                  participation specified in Section 2.1 of the Plan), he or she
                  will remain (or become) a Participant immediately upon his or
                  her re-employment by the Employer. If an Employee was not a
                  Participant in the Plan but otherwise satisfied the
                  requirements for participation specified in the Plan, he or
                  she will become a Participant on the later of the date the
                  Employee would have entered the Plan had he or she not
                  terminated employment with the Employer, or upon his
                  Reemployment Commencement Date.

         (h)      REEMPLOYMENT AFTER A 1-YEAR PERIOD OF SEVERANCE: If a former
                  Employee terminates employment and is re-employed by an
                  Employer or an Affiliated Employer after a 1-Year Period of
                  Severance, Periods of Service completed prior to the 1-Year
                  Period of Severance will be counted, subject to the following:

                  (1)      DETERMINATION OF PERIODS OF SERVICE FOR ELIGIBILITY:
                           For eligibility purposes, if such Employee did not
                           have a Vested Interest in his or her Participant's
                           Account before the 1-Year Period of Severance and the
                           number of the Employee's consecutive 1-Year Periods
                           of Severance equals or exceeds the greater of five or
                           the aggregate number of 1-Year Periods of Service,
                           Periods of Service completed prior to the 1-Year
                           Period of Severance will not be counted. The
                           aggregate number of 1-Year Periods of Service will
                           not include any Period of Service previously
                           disregarded hereunder by reason of prior 1-Year
                           Periods of Severance. If such Employee's Periods of
                           Service are disregarded under this paragraph, he or
                           she will be treated as a new Employee for eligibility
                           purposes.

                  (2)      DETERMINATION OF PERIODS OF SERVICE FOR PURPOSES
                           OTHER THAN ELIGIBILITY: For all purposes other than
                           eligibility, if the Employee has incurred five
                           consecutive 1-Year Periods of Severance, Periods of
                           Service completed prior to such five consecutive
                           1-Year Periods of Severance will not be counted for
                           such purposes if the Participant did not have a
                           Vested Interest in his or her Participant's Account
                           and the number of the Employee's consecutive 1-Year
                           Periods of Severance equals or exceeds the aggregate
                           number of 1-Year Periods of Service before such
                           period.

                  (3)      ENTRY OR REENTRY INTO THE PLAN: If such Employee was
                           a Participant before the 1-Year Period of Severance,
                           such Employee will be reinstated as a Participant
                           upon his or her Reemployment Commencement Date. If
                           the Employee was not a Participant before incurring
                           the 1-Year Period of Severance but (A) had satisfied
                           the eligibility requirements in Section 2.1, such
                           Employee will enter the Plan as a Participant on the
                           later of his or her Reemployment Commencement Date or
                           the date the Employee would have entered the Plan had
                           he or she not terminated employment with the
                           Employer; or (B) had not satisfied the eligibility
                           requirements set forth in Section 2.1, such Employee
                           will be eligible to enter the Plan as a Participant
                           after satisfaction of any such eligibility
                           requirements, in which event the Employee will enter
                           the Plan as a Participant on the applicable entry
                           date set forth in Section 2.2. In all events, the
                           Employee will receive credit for all Periods of
                           Service which were completed prior to the 1-Year
                           Period of Severance.

                                     - 19 -


<PAGE>

                  (4)      RE-ENTRY FOR PURPOSES OF MAKING DEFERRALS:
                           Notwithstanding the preceding subparagraph, such
                           Employee, solely for the purpose of making Elective
                           Deferrals, will re-enter the Plan immediately upon
                           re-employment.

         (i)      IGNORING SERVICE FOR ELIGIBILITY IF MORE THAN 1-YEAR PERIOD OF
                  SERVICE IS REQUIRED: If this Plan at any time provides that an
                  Employee must complete more than either a 1-Year Period of
                  Service or 12 months of service for eligibility purposes, and
                  provides that an Employee will have a 100% Vested Interest in
                  his or her Participant's Account upon becoming a Participant
                  in the Plan, then the Period of Service of an Employee who
                  incurs a 1-Year Period of Severance before satisfying such
                  eligibility requirement will not be counted for eligibility
                  purposes.

1.53     PERIOD OF SEVERANCE
         See Section 1.52(c).

1.54     PERMISSIVE AGGREGATION GROUP
         The term Permissive Aggregation Group means a Required Aggregation
         Group plus any Employer plan(s) which when considered as a group with
         the Required Aggregation Group would continue to satisfy Code
         ss.401(a)(4) and ss.410.

1.55     PLAN
         The term Plan means this plan and trust agreement, which is named the
         Hot Topic, Inc. 401(k) Profit Sharing Plan.

1.56     PLAN YEAR
         The term Plan Year means the Plan's accounting year beginning January
         1st and ending the following December 31st.

1.57     POLICY
         The term Policy means a life insurance policy or annuity contract
         purchased pursuant to the provisions of Section 7.13 of the Plan.

1.58     QMAC
         The term QMAC means a Qualified Matching Contribution.

1.59     QNEC
         The term QNEC means a Qualified Non-Elective Contribution.

1.60     QUALIFIED JOINT AND SURVIVOR ANNUITY
         The term Qualified Joint and Survivor Annuity means an immediate
         annuity for the life of the Participant with a survivor benefit for the
         life of the Participant's Spouse that is not less than 50% or more than
         100% of the annuity payable during the joint lives of the Participant
         and his or her Spouse and is the benefit that can be purchased with the
         Participant's Vested Aggregate Account. The survivor benefit will be
         50% unless a higher percentage is elected by the Participant.

1.61     QUALIFIED MATCHING CONTRIBUTION
         The term Qualified Matching Contribution means a Matching Contribution
         that (a) is used for the purpose of satisfying the ADP Test or the ACP
         Test; (b) a Participant may not elect to receive in cash until
         distributed from the Plan; and (c) is subject to the distribution and
         nonforfeitability requirements of Code ss.401(k) when made to the Plan.

                                     - 20 -


<PAGE>

1.62     QUALIFIED NON-ELECTIVE CONTRIBUTION
         The term Qualified Non-Elective Contribution means a contribution
         (other than a Matching Contribution or a Qualified Matching
         Contribution) that is made by the Employer that (a) is used for the
         purpose of satisfying the ADP Test or the ACP Test; (b) a Participant
         may not elect to receive in cash until distributed from the Plan; and
         (c) is subject to the distribution and nonforfeitability requirements
         of Code ss.401(k) when made to the Plan. Qualified Non-Elective
         Contributions may be considered in determining the Top Heavy Minimum
         Contribution under Section 3.5. For any Plan Year in which the Employer
         elects Current Year Testing under Sections 1.2 and/or 1.10, in lieu of
         distributing Excess Contributions under Section 5.20 or Excess
         Aggregate Contributions under Section 5.21, the Employer may make a
         Qualified Non-Elective Contribution on behalf of Participants in an
         amount sufficient to satisfy the ADP Test and/or the ACP Test, to the
         extent permitted in Sections 1.2 and 1.10.

1.63     QUALIFIED PRERETIREMENT SURVIVOR ANNUITY
         The term Qualified Preretirement Survivor Annuity means a survivor
         annuity for the life of a deceased Participant's surviving Spouse that
         is equal to the amount of benefit that can be purchased by 50% of the
         deceased Participant's Vested Aggregate Account balance determined at
         the date of death. In determining a Participant's Vested Aggregate
         Account balance for purposes of this Section, any security interest
         held by the Plan because of a loan outstanding to the Participant will
         be taken into consideration.

1.64     REQUIRED AGGREGATION GROUP
         The term Required Aggregation Group means (a) each qualified deferred
         compensation Plan of the Employer in which at least one Key Employee
         participates or participated at any time during the determination
         period (regardless of whether the plan has terminated), and (b) any
         other qualified deferred compensation plan of the Employer which
         enables a plan described in (a) to meet the requirements of Code
         ss.401(a)(4) or ss.410.

1.65     REQUIRED BEGINNING DATE
         The term Required Beginning Date means, for Plan Years beginning on or
         after January 1, 1997, for a Participant who is not a 5% owner, April
         1st of the calendar year following the later of the calendar year in
         which the Participant reaches Age 70 1/2 or the calendar year in which
         the Participant actually retires. For a Participant who is a 5% owner,
         the term Required Beginning Date means April 1st of the calendar year
         following the calendar year in which the Participant reaches Age 70
         1/2. A Participant will be treated as a 5% owner if he or she is a 5%
         owner as defined in Code ss.416 at any time during the Plan Year ending
         with or within the calendar year in which such Participant reaches Age
         70 1/2. Once distributions have begun to a 5% owner, they must continue
         even if the Participant ceases to be a 5% owner in a subsequent year.
         Notwithstanding the foregoing to the contrary, however, a Participant
         may have a later Required Beginning Date determined as follows:

         (a)      ELIMINATION OF PRE-RETIREMENT AGE 70 1/2 DISTRIBUTION OPTION:
                  The pre-retirement Age 70 1/2 distribution option will only be
                  eliminated for Employees who reach Age 70 1/2 in or after a
                  calendar year that begins after the later of December 31,
                  1998, or the adoption date of this amended Plan. The
                  pre-retirement Age 70 1/2 distribution option is an optional
                  form of benefit under which benefits payable in a particular
                  distribution form (including any modifications that may be
                  elected after benefit commencement) begin at a time during the
                  period that begins on or after January 1st of the calendar
                  year in which an Employee reaches Age 70 1/2 and ends April 1
                  of the immediately following calendar year.

                                     - 21 -


<PAGE>

         (b)      ELECTION TO DEFER: If the Administrator offered an election to
                  defer distributions, a Participant who is not a 5% owner who
                  reaches Age 70 1/2 in years after 1995 and who made the
                  election by April 1st of the calendar year following the year
                  in which he or she reached Age 70 1/2 (or by December 31, 1997
                  in the case of a Participant who reached Age 70 1/2 in 1996)
                  may defer distribution until the calendar year following the
                  calendar year in which his or her retirement occurs. If the
                  Administrator does not offer such an election, or if the
                  election is offered but not made, the Participant will begin
                  receiving distributions by April 1st of the calendar year
                  following the year in which he or she reaches age 70 1/2 (or
                  by December 31, 1997 in the case of a Participant who reached
                  Age 70 1/2 in 1996).

         (c)      ELECTION TO SUSPEND: If the Administrator offered an election
                  to suspend distributions, a Participant who is not a 5% owner
                  who reaches Age 70 1/2 prior to 1997 and who made the election
                  may stop distributions and recommence by April 1st of the
                  calendar year following the year in which the Participant
                  actually retires. In such an event, the Administrator may, on
                  a uniform non-discriminatory basis, elect that a new Annuity
                  Starting Date will begin upon the distribution recommencement
                  date.

1.66     ROLLOVER ACCOUNT
         The term Rollover Account means the account to which a Participant's
         Rollover Contributions (if permitted under Section 3.7) are allocated.
         A Participant will at all times have a 100% Vested Interest in all
         amounts credited to his or her Rollover Account.

1.67     ROLLOVER CONTRIBUTION
         The term Rollover Contribution means an amount transferred to this Plan
         (a) in a trustee to trustee transfer from another qualified plan; (b)
         from another qualified plan as a distribution eligible for tax free
         rollover treatment and which is transferred by the Participant to this
         Plan within 60 days following his receipt thereof; (c) from a conduit
         individual retirement account if the only assets therein were
         previously distributed to the Participant by another qualified plan as
         a distribution eligible for a tax free rollover within 60 days of
         receipt thereof and earnings on the assets; or (d) from a conduit
         individual retirement account meeting the requirements of (a) and
         transferred to this Plan within 60 days of receipt thereof.. Any
         portion of a Rollover Contribution made under clause (a) as part of a
         trustee to trustee transfer which was subject at the time of the
         transfer to the Qualified Joint and Survivor Annuity and Qualified
         Pre-retirement Survivor Annuity requirements of Code ss.401(a)(11) must
         be distributed in accordance with Section 5.16.

1.68     SAFE HARBOR CONTRIBUTION ACCOUNT
         The term Safe Harbor Contribution Account means the sub-account of a
         Participant's Account to which is credited any Employer "safe harbor"
         contributions that are made to the Plan pursuant to the provisions of
         Section 3.6.

1.69     SELF-EMPLOYED INDIVIDUAL
         The term Self-Employed Individual means anyone who owns an interest
         (other than stock) in the Employer and has Earned Income for the Plan
         Year or who would have had Earned Income but for the fact the Employer
         had no net profits for the Plan Year.

1.70     SHAREHOLDER-EMPLOYEE
         The term Shareholder-Employee means, in the case of an Employer or
         Affiliated Employer which is an electing small business corporation, an
         individual who is an employee or officer of such electing small
         business corporation and owns, or is considered as owning within the
         meaning of Code ss.318(a)(1), on any day during the taxable year of
         such corporation, more than 5% of the outstanding stock of the
         corporation.

                                     - 22 -


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1.71     SPONSOR
         The term Sponsor means Hot Topic, Inc. (and any successor thereto that
         elects to assume sponsorship of this Plan).

1.72     SPOUSE
         The term Spouse means the person to whom a Participant is legally
         married; provided, however, that such person has been married to the
         Participant throughout the one year period ending on the earlier of the
         Annuity Starting Date or the date of the Participant's death.

1.73     TERMINATION OF EMPLOYMENT
         The term Termination of Employment means that a Participant has ceased
         to be an Employee for reasons other than retirement, death, or
         Disability.

1.74     TERMINATED PARTICIPANT
         The term Terminated Participant means a Participant who has ceased to
         be an Employee for reasons other than retirement, death or Disability.

1.75     TOP HEAVY
         The term Top Heavy means for any Plan Year beginning after December 31,
         1983 (a) that the Top Heavy Ratio exceeds 60% and the Plan is not part
         of a Required Aggregation Group or Permissive Aggregation Group; or (b)
         that the Plan is a part of a Required Aggregation Group but not a
         Permissive Aggregation Group and the Top Heavy Ratio for the group
         exceeds 60%; or (c) that the Plan is a part of a Required Aggregation
         Group and a Permissive Aggregation Group and the Top Heavy Ratio for
         the Permissive Aggregation Group exceeds 60%.

1.76     TOP HEAVY MINIMUM ALLOCATION
         The term Top Heavy Minimum Allocation means an amount of Employer
         contributions and Forfeitures equal to 3% of an Employee's Compensation
         (or such higher or lesser percentage of Compensation as may otherwise
         be indicated in Section 3.5).

1.77     TOP HEAVY RATIO
         In determining if this Plan is Top Heavy or Super Top Heavy, the Top
         Heavy Ratio will be determined in accordance with the following
         provisions:

         (a)      RULE 1: If the Employer maintains one or more defined
                  contribution plans (including any simplified employee pension
                  plans) and has not maintained any defined benefit plan which
                  during the 5-year period ending on the Determination Date had
                  accrued benefits, the Top Heavy Ratio for this Plan alone or
                  for the Required or Permissive Aggregation Group is a
                  fraction, the numerator of which is the sum of the account
                  balances of all Key Employees as of the Determination Date
                  (including any part of any account balance distributed during
                  the 5-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 during
                  the 5-year period ending on the Determination Date) determined
                  under Code ss.416 and the regulations thereunder. Both the
                  numerator and the denominator of the Top Heavy Ratio will be
                  increased to reflect any contribution that are not actually
                  made as of the Determination Date but that are required to be
                  taken into account under Code ss.416 and the regulations
                  thereunder.

         (b)      RULE 2: If the Employer maintains one or more defined
                  contribution plans (including a 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 had any accrued benefits, the Top Heavy
                  Ratio for any Required or Permissive Aggregation Group is a
                  fraction, the numerator of which is the sum of account


                                     - 23 -


<PAGE>

                  balances under the aggregated defined contribution plans for
                  all Key Employees determined in accordance with paragraph (a)
                  above, and the present value of accrued benefits under the
                  aggregated defined benefit plans for all Key Employees as of
                  the Determination Date, and the denominator of which is the
                  sum of the account balances under the aggregated defined
                  contribution plans for all Participants, determined in
                  accordance with paragraph (a), and the present value of
                  accrued benefits under the aggregated defined benefit plans
                  for all Participants as of the Determination Date, all
                  determined under Code ss.416 and the regulations thereunder.
                  The accrued benefits under a defined benefit plan in both the
                  numerator and denominator of the Top Heavy Ratio are increased
                  for any distribution made in the 5-year period ending on the
                  Determination Date.

         (c)      RULE 3: For purposes of paragraphs (a) and (b), 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 or ends with the 12-month period ending on the
                  Determination Date, except as provided in Code ss.416 and the
                  regulations thereunder for the first and second Plan Years of
                  a defined benefit plan. The account balances and accrued
                  benefits will be disregarded for a Participant who (1) is not
                  a Key Employee but who was a Key Employee in a prior year or
                  (2) has not been credited with at least 1 Hour of Service with
                  any Employer maintaining the Plan at any time during the
                  5-year period ending on the Determination Date. 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 ss.416 and the
                  regulations thereunder. When aggregating plans, the value of
                  accounts and accrued benefits will be calculated with
                  reference to the Determination Date that falls within the same
                  calendar year. The accrued benefit of a Participant other than
                  a Key Employee will be determined under (1) the method, if
                  any, that uniformly applies for accrual purposes under all
                  defined benefit plans maintained by the Employer, or (2)
                  effective as of the first Plan Year beginning after December
                  31, 1986, if there is no such method, as if such benefit
                  accrued not more rapidly than the slowest accrual rate
                  permitted under the fractional rule of Code ss.411(b)(1)(C).
                  Deductible employee contributions will not be taken into
                  account in determining the Top Heavy Ratio.

         (d)      DEFINITION OF DETERMINATION DATE: In determining the Top Heavy
                  Ratio, the term Determination Date means the last day of the
                  preceding Plan Year except for the first Plan Year when the
                  Determination Date means the last day of such first Plan Year.

1.78     TRUSTEE
         The term Trustee means the person(s) or entity named as trustee or
         trustees in this Plan, or in any superseding trust under Section 7.16,
         and any successor to such Trustee or Trustees.

1.79     TRUST FUND
         The term Trust Fund or Trust means the assets of the Plan.

1.80     VALUATION DATE
         Except as otherwise provided in paragraph (c) of the definition of Top
         Heavy Ratio, the term Valuation Date means the date on which the
         Trustee determines the value of the Trust Fund. The Trust Fund must be
         valued at least annually as of the last day of the Plan Year, but the
         Administrator can elect to have all or any portion of the assets of the
         Trust Fund valued more frequently, including, but not limited to,
         semi-annually, quarterly, monthly, or daily.

                                     - 24 -


<PAGE>

1.81     VESTED AGGREGATE ACCOUNT
         The term Vested Aggregate Account means the aggregate amount in a
         Participant's Account, Rollover Account (if any), Voluntary Employee
         Contribution Account (if any), and any other accounts as the
         Administrator may determine necessary from time to time, in which the
         Participant has a Vested Interest.

1.82     VESTED, VESTED INTEREST OR VESTING
         The terms Vested, Vested Interest, and Vesting mean a Participant's
         nonforfeitable percentage in an account maintained on his or her behalf
         under the terms of the Plan. A Participant's Vested Interest in his or
         her Participant's Account will be determined under the provisions of
         Section 4.6.

1.83     VOLUNTARY EMPLOYEE CONTRIBUTION
         The term Voluntary Employee Contribution means a non-deductible
         contribution made to the Plan by a Participant.

1.84     VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT
         The term Voluntary Employee Contribution Account means the account to
         which a Participant's Voluntary Employee Contributions are allocated. A
         Participant will at all times have a 100% Vested Interest in all
         amounts credited to his or her Voluntary Employee Contribution Account.

                                     - 25 -


<PAGE>

                                    ARTICLE 2
                               PLAN PARTICIPATION

2.1      ELIGIBILITY REQUIREMENTS
         Any Employee who was a Participant on December 31, 2002 will be
         eligible to continue as a Participant. Any other Employee who was not
         already a Participant on December 31, 2002 and is in an eligible class
         of Employees as described in paragraphs (a), (b) and (c) below, and who
         for purposes of this Article 2 is hereafter referred to as an Eligible
         Employee, will become eligible to enter the Plan as a Participant on
         the applicable entry date described in Section 2.2 in accordance with
         the following provisions:

         (a)      ELIGIBILITY FOR ELECTIVE DEFERRALS: The eligibility
                  requirements for the purpose of making Elective Deferrals to
                  the Plan are as follows:

                  (1)      GENERAL ELIGIBILITY REQUIREMENTS: For the purpose of
                           making Elective Deferrals only, an Eligible Employee
                           described in subparagraph (2) will enter the Plan as
                           a Participant on the applicable entry date in Section
                           2.2 upon reaching Age 21 and completing a 1-Year
                           Period of Service.

                  (2)      ELIGIBLE CLASSES OF EMPLOYEES: For the purpose of
                           making Elective Deferrals, all Employees are eligible
                           to participate in the Plan upon satisfying the
                           eligibility requirements in subparagraph (1) except
                           for the following ineligible classes of Employees:
                           (1) Employees whose employment is governed by the
                           terms of a collective bargaining agreement between
                           Employee representatives and the Employer in which
                           retirement benefits were the subject of good faith
                           bargaining, unless such agreement expressly provides
                           for the inclusion of such Employees as Participants
                           in the Plan; (2) Employees who are non-resident
                           aliens who do not receive any earned income from the
                           Employer which constitutes income from sources within
                           the United States; and (3) Any person who is
                           considered a Leased Employee but who (A) is not
                           covered by a plan described in Code ss.414(n)(5), or
                           (B) is covered by a plan described in Code
                           ss.414(n)(5) but Leased Employees constitute more
                           than 20% of the Employer's non-highly compensated
                           workforce.

         (b)      ELIGIBILITY FOR MATCHING CONTRIBUTIONS: Matching Contributions
                  are not currently permitted under the terms of the Plan.

         (c)      ELIGIBILITY FOR NON-ELECTIVE CONTRIBUTIONS: Non-Elective
                  Contributions are not currently permitted under the terms of
                  the Plan.

         (d)      PARTICIPATION BY EMPLOYEES WHOSE STATUS CHANGES: If an
                  Employee who is not an Eligible Employee under paragraphs (a),
                  (b) or (c) above becomes an Eligible Employee thereunder, such
                  Employee will participate in the Plan immediately solely for
                  the purpose set forth therein if he or she satisfies the
                  eligibility requirements set forth in such paragraph and would
                  have previously become a Participant for the purpose set forth
                  in such paragraph had he or she been an Eligible Employee
                  under such paragraph. The participation of a Participant who
                  becomes a member of an ineligible class will be suspended, and
                  such Participant will be entitled to an allocation of Employer
                  contributions and Forfeitures for the Plan Year only to the
                  extent of Hours of Service completed while an Eligible
                  Employee. Upon returning to an eligible class of Employees, a
                  suspended Participant will immediately participate again in
                  the Plan. The Vested Interest of an Employee who ceases to be
                  an Eligible Employee will continue to increase in accordance
                  with Section 4.6.

                                     - 26 -


<PAGE>

         (e)      PARTICIPATION BY FORMER PARTICIPANTS: A Participant who
                  terminates employment with the Employer for any reason but who
                  is reemployed as an Eligible Employee will again become a
                  Participant in the Plan as provided in the definition of
                  Period of Service.

2.2      ENTRY DATE
         An Eligible Employee who has satisfied the eligibility requirements set
         forth in Section 2.1 will enter the Plan as a Participant in accordance
         with the following provisions:

         (a)      ENTRY DATE FOR ELECTIVE DEFERRALS: In order to make Elective
                  Deferrals, an Eligible Employee described in Section 2.1(a)(2)
                  who satisfies the eligibility requirements in Section
                  2.1(a)(1) will enter the Plan as a Participant on the first
                  day of the month that coincides with or next follows the date
                  on which the Employee first satisfies such eligibility
                  requirements.

         (b)      ENTRY DATE FOR MATCHING CONTRIBUTIONS: Matching Contributions
                  are not currently permitted under the terms of this Plan

         (c)      ENTRY DATE FOR NON-ELECTIVE CONTRIBUTIONS: Non-Elective
                  Contributions are not currently permitted under the terms of
                  this Plan

2.3      WAIVER OF PARTICIPATION
         Employees who have satisfied the eligibility requirements set forth in
         Section 2.1 are not permitted to waive participation in the Plan.

2.4      PARTICIPATION UPON REEMPLOYMENT
         If an Employee terminates employment and is re-employed by the Employer
         or an Affiliated Employer, his or her Period of Service for purposes of
         eligibility (as well as the time such Employee enters or re-enters the
         Plan as a Participant) will be determined in accordance with the rules
         described in the definition of Period of Service.

2.5      EXCLUSION OF ELIGIBLE EMPLOYEE
         If any Employee who should have been included as a Participant is
         erroneously excluded from the Plan in any Plan Year and discovery of
         such omission is not made until after a contribution for that Plan Year
         has been allocated, the Employer will correct the omission so that the
         omitted Employee receives the same amount which the Employee would have
         received had he or she not been omitted. Such omission can be corrected
         by one or more of the following methods: (a) by making an additional
         contribution to the Plan on behalf of the omitted Employee; (b) by
         allocating any available Forfeitures on behalf of the omitted Employee;
         and/or (c) by any other method of correction permitted under Revenue
         Procedure 2000-16 or any subsequent Revenue Procedure or guidance
         issued by the Internal Revenue Service.

2.6      INCLUSION OF INELIGIBLE EMPLOYEE
         If any person who should not have been included as a Participant is
         erroneously included in any Plan Year and discovery of that incorrect
         inclusion is not made until after a contribution for that Plan Year has
         been allocated, and such ineligible Employee has not received a
         distribution of the amount erroneously allocated to him or her, then
         the amount erroneously contributed with respect to the ineligible
         Employee cannot be refunded to the Employer and will be applied as a
         Forfeiture (other than Elective Deferrals, which will be distributed to
         the ineligible Employee) for the Plan Year in which the error is
         discovered.

                                     - 27 -


<PAGE>

                                   ARTICLE 3
                          CONTRIBUTIONS AND ALLOCATIONS

3.1      EMPLOYER CONTRIBUTIONS
         Each Plan Year the Employer will make a contribution to the Plan, the
         amount of which will be determined in accordance with the following
         provisions:

         (a)      ELECTIVE DEFERRALS: Each Participant may enter into a Salary
                  Deferral Agreement authorizing the Employer to withhold a
                  percentage of the Participant's Compensation as an Elective
                  Deferral. The amount of each Participant's Elective Deferral
                  for any Plan Year will be determined in accordance with the
                  following provisions, subject to any limitations thereon that
                  may be imposed by the Administrator:

                  (1)      DEFERRAL PERCENTAGE: For each contribution period, a
                           Participant may elect that up to the maximum amount
                           of Compensation that will not cause the Plan to
                           violate the ADP Test for the Plan Year be withheld as
                           an Elective Deferral. Elective Deferrals may be made
                           in whole percentages of Compensation or in specific
                           dollar amounts as designated by the Participant. The
                           Administrator will have the right to direct that such
                           percentages of Compensation be rounded to the next
                           highest or lowest dollar. Furthermore, on a uniform
                           nondiscriminatory basis, the Administrator may permit
                           a Participant to identify separate components of the
                           Participant's Compensation (such as base salary,
                           bonuses, etc.) and to specify that a different
                           percentage (or dollar amount) apply to each such
                           component.

                  (2)      ANNUAL DOLLAR LIMITATION: The actual dollar amount
                           withheld during the course of a Plan Year under
                           subparagraph (1) cannot exceed the lesser of (A) the
                           maximum dollar amount permitted for that Plan Year
                           under Code ss.402(g)(5), or (B) the maximum amount
                           permitted for that Plan Year under subparagraph (1).

                  (3)      DEFERRAL ELECTION WITH RESPECT TO BONUSES AND
                           SEVERANCE: On a uniform nondiscriminatory basis, and
                           subject to the limits set forth in subparagraph (2)
                           above, the Administrator may permit a Participant to
                           make an election to defer up to 100% of (A)
                           Compensation received as a bonus that is paid after
                           the end of the Plan Year for which the bonus is
                           payable, but which is not paid more than two and
                           one-half months after the last day of the Plan Year;
                           and (B) Compensation received as severance pay
                           provided such Compensation is received in a single
                           lump sum payment. Severance pay that is received in
                           the form of installment payments is not eligible for
                           Elective Deferrals under this Plan.

                  (4)      SALARY REDUCTION AGREEMENT: In accordance with such
                           procedures as may be specified by the Administrator,
                           each Participant will complete a Salary Deferral
                           Agreement on a form made available by, and filed
                           with, the Administrator. A Participant may, in
                           accordance with those procedures, (A) amend the
                           agreement to increase or decrease the percentage
                           being withheld; and (B) suspend or cancel the
                           agreement. If a Participant cancels or suspends the
                           agreement, the Participant will not be permitted to
                           put a new agreement into effect until such time as
                           set forth in the procedures established by the
                           Administrator. If necessary to insure that the Plan
                           satisfies the ADP Test, the Administrator may also
                           amend or terminate a Participant's agreement on
                           written notice to the Participant.

                                     - 28 -


<PAGE>

                  (5)      PARTICIPANT ELECTION TO DEFER UP TO 100% OF
                           COMPENSATION: On a uniform nondiscriminatory basis,
                           the Administrator may permit a Participant whose
                           Salary Deferral Agreement has not authorized the
                           Employer to withhold at the maximum rate permitted
                           under subparagraph (1) to increase the total amount
                           withheld for a Plan Year to the maximum rate
                           permitted under subparagraph (1), in which event the
                           Participant may authorize the Employer to withhold a
                           supplemental amount up to 100% of his or her eligible
                           Compensation for one or more pay periods. In no event
                           can the sum of the amount withheld under the Salary
                           Deferral Agreement plus the supplemental withholding
                           exceed the lesser of (A) the maximum amount permitted
                           under subparagraph (1) above; or (B) the maximum
                           dollar amount permitted for that Plan Year under Code
                           ss.402(g)(5); or (C) 25% of the Participant's Code
                           ss.415 Compensation for that Plan Year.

                  (6)      ELECTIVE DEFERRALS MUST SATISFY ADP TEST: All
                           Elective Deferrals made for a Plan Year must satisfy
                           the ADP Test. Elective Deferrals that exceed the Code
                           ss.402(g)(5) dollar limitation will be deemed Excess
                           Elective Deferrals and will be returned under Section
                           5.19. Elective Deferrals that do not satisfy the ADP
                           Test will be deemed Excess Contributions and will be
                           returned under Section 5.20.

                  (7)      PAYROLL DEDUCTION AUTHORIZATION: An Elective Deferral
                           will constitute a payroll deduction authorization for
                           purposes of applicable state law.

         (b)      MATCHING CONTRIBUTIONS: Matching Contributions are not
                  currently permitted.

         (c)      NON-ELECTIVE CONTRIBUTIONS: Non-Elective Contributions are not
                  currently permitted.

         (d)      QUALIFIED MATCHING CONTRIBUTIONS: The Employer may make a
                  Qualified Matching Contribution each Plan Year in such amount
                  as the Employer, in its sole discretion, may determine. The
                  Employer may also elect to treat all or any portion of a
                  Matching Contribution as a Qualified Matching Contribution.

         (e)      QUALIFIED NON-ELECTIVE CONTRIBUTIONS: The Employer may elect
                  to make a Qualified Non-Elective Contribution each Plan Year
                  in such amount as the Employer determines. The Employer may
                  also elect to treat as a Qualified Non-Elective Contribution
                  all or any portion of a Non-Elective Contribution not yet
                  allocated under Section 3.2(c).

         (f)      CONTRIBUTION PERIOD: Each Plan Year, any contribution that is
                  made under the terms of the Plan may, at the election of the
                  Administrator, be contributed to the Plan each payroll period;
                  each month; each Plan quarter; on an annual basis; or on any
                  other less than annual contribution period basis as determined
                  by the Employer, provided such contribution period does not
                  discriminate in favor of Highly Compensated Employees. The
                  Employer may elect a different contribution period for each
                  type of contribution.

         (g)      CONTRIBUTION LIMITATIONS: Notwithstanding paragraphs (a), (b)
                  and (c), (1) the sum of all Employer contributions will not
                  exceed the maximum amount deductible under Code ss.404 and
                  will not exceed the limitations set forth in Code ss.415; and
                  (2) for Plan Years beginning on or after January 1, 1997, if
                  this Plan provides contributions or benefits for Employees
                  some or all of whom are Owner-Employees, such contributions or
                  benefits can only be provided with respect to the Earned
                  Income of such Owner-Employee which is derived from the trade
                  or business with respect to which the Plan is established.

         (h)      REFUND OF CONTRIBUTIONS: Contributions made to the Plan by the
                  Employer can only be returned to the Employer in accordance
                  with the following provisions:

                                     - 29 -


<PAGE>

                  (1)      FAILURE TO INITIALLY QUALIFY: If the Plan fails to
                           initially satisfy the requirements of Code ss.401(a)
                           and the Employer declines to amend the Plan to
                           satisfy such requirements, contributions made prior
                           to the date such qualification is denied must be
                           returned to the Employer within 1 year of the date of
                           such denial, but only if the application for the
                           qualification is made by the time prescribed by law
                           for filing the Employer's tax return for the taxable
                           year in which the Plan is adopted, or by such later
                           date as the Secretary of the Treasury may prescribe.

                  (2)      CONTRIBUTIONS MADE UNDER A MISTAKE OF FACT: If a
                           contribution is attributable in whole or in part to a
                           good faith mistake of fact, including a good faith
                           mistake in determining the deductibility of the
                           contribution under Code ss.404, then an amount may be
                           returned to the Employer which is equal to the excess
                           of the amount contributed over the amount which would
                           have been contributed had the mistake not occurred.
                           Earnings attributable to any such excess contribution
                           will not be returned, but losses attributable to the
                           excess contribution will reduce the amount so
                           returned. Such amount will be returned within one
                           year of the date the contribution was made or the
                           deduction disallowed, as the case may be.

                  (3)      NONDEDUCTIBLE CONTRIBUTIONS: Except to the extent an
                           Employer may intentionally make a nondeductible
                           contribution, for example to correct an
                           administrative error or restore a Forfeiture, any
                           contribution by the Employer is conditioned on its
                           deductibility and will otherwise be returned to the
                           Employer.

         (i)      FORM OF CONTRIBUTION: The Employer's contribution (if any) may
                  consist of (1) cash; (2) qualifying employer securities or
                  qualifying employer real property as defined in ss.407(d) of
                  ERISA, provided the acquisition of such qualifying employer
                  securities or qualifying real property securities satisfies
                  the requirements of ss.408(e) of ERISA; or (3) any other
                  property that is permitted under Code ss.4975 and is
                  acceptable to the Trustee.

3.2      ALLOCATION OF EMPLOYER CONTRIBUTIONS
         Subject to the Top Heavy allocation requirements under Section 3.5 and
         the Code ss.415 limitations of Article 6, each Eligible Participant's
         share of the various types of Employer contributions made under the
         Plan will be allocated to his or her Participant's Account in
         accordance with the following provisions:

         (a)      ELECTIVE DEFERRALS: Each Participant's Elective Deferrals
                  contributed under Section 3.1(a) will be allocated to the
                  Participant's Elective Deferral Account.

         (b)      MATCHING CONTRIBUTIONS: Matching Contributions are not
                  currently permitted.

         (c)      NON-ELECTIVE CONTRIBUTIONS: Non-Elective Contributions are not
                  currently permitted.

         (d)      QUALIFIED MATCHING CONTRIBUTIONS: Qualified Matching
                  Contributions contributed under Section 3.1(d) and any
                  Matching Contributions permitted and contributed under Section
                  3.1(b) that are treated as QMACs will be allocated in
                  accordance with the following provisions to the Qualified
                  Matching Contribution Account of each Participant for whom a
                  Qualified Matching Contribution is made for the Plan Year:

                  (1)      PARTICIPANTS ELIGIBLE FOR ALLOCATION: Qualified
                           Matching Contributions will be allocated on behalf of
                           each Eligible Participant who for the Plan Year is a
                           Non-Highly Compensated Employee who made an Elective
                           Deferral for the Plan Year and is considered an
                           Eligible Participant for the purpose of receiving a


                                     - 30 -


<PAGE>

                           Matching Contribution allocation, or if eligibility
                           for Matching Contributions is more restrictive than
                           for Elective Deferrals, is considered an Eligible
                           Participant only for the purpose of making Elective
                           Deferrals.

                  (2)      PERMISSIBLE METHODS OF ALLOCATION: Any allocation of
                           Qualified Matching Contributions to an Eligible
                           Participant who is described in subparagraph (1)
                           above will be made using one of the methods described
                           in subparagraphs (2)(A) through (F) below. However,
                           the actual method used for a particular Plan Year
                           will be the method set forth in subparagraph (3)
                           below.

                           (A)      PRO-RATA METHOD: The allocation will be made
                                    in the ratio that the Elective Deferral of
                                    each such Eligible Participant bears to the
                                    total Elective Deferrals of all such
                                    Eligible Participants, except that any
                                    Elective Deferrals that are not used to
                                    determine the basic Matching Contribution
                                    allocated to a Participant under Section
                                    3.1(b) or Section 3.2(b) will not be
                                    counted.

                           (B)      PRO-RATA METHOD USING BOTTOM-UP BASED ON
                                    COMPENSATION: The allocation will be made
                                    beginning with a group of one or more of
                                    such Eligible Participants and who have the
                                    lowest Compensation for the Plan Year and
                                    continuing with the next one or more such
                                    Eligible Participants who have the next
                                    lowest Compensation until no further
                                    allocations are required to pass the ADP or
                                    ACP Tests. The amount so allocated for the
                                    Plan Year to any such Eligible Participant
                                    will be in the ratio that such Eligible
                                    Participant's Elective Deferral bears to the
                                    total Elective Deferrals of all such
                                    Eligible Participants, except that any
                                    Elective Deferrals not used to determine
                                    basic Matching Contributions allocated to a
                                    Participant under Section 3.1(b) or 3.2(b)
                                    will not be counted.

                           (C)      PRO-RATA METHOD USING BOTTOM-UP BASED ON
                                    ELECTIVE DEFERRALS: The allocation will be
                                    made beginning with a group of one or more
                                    of such Eligible Participants for the Plan
                                    Year and who have the lowest Elective
                                    Deferral amount for the Plan Year and
                                    continuing with the next one or more
                                    Eligible Participants who have the next
                                    lowest Elective Deferral amount until no
                                    further allocations are required for the
                                    Plan to pass the ADP or ACP Tests. The
                                    amount so allocated for the Plan Year to any
                                    such Eligible Participant will be in the
                                    ratio that such Eligible Participant's
                                    Elective Deferral bears to the total
                                    Elective Deferrals of all such Eligible
                                    Participants, except that any Elective
                                    Deferrals not used to determine the basic
                                    Matching Contributions allocated to a
                                    Participant under Section 3.1(b) or 3.2(b)
                                    will not be counted.

                           (D)      PER CAPITA METHOD: The amount that is
                                    allocated for the Plan Year to any such
                                    Eligible Participant for the Plan Year will
                                    be on a per capita (equal dollar amount)
                                    basis to each such Eligible Participant.

                           (E)      PER CAPITA METHOD USING BOTTOM-UP BASED ON
                                    COMPENSATION: The allocation will be made
                                    beginning with a group of one or more of
                                    such Eligible Participants who have the
                                    lowest Compensation for the Plan Year and
                                    continuing with the next one or more such
                                    Eligible Participants who have the next
                                    lowest Compensation until no further


                                     - 31 -


<PAGE>

                                    allocations are required for the Plan to
                                    pass the ADP or ACP Tests. The amount so
                                    allocated for the Plan Year to any such
                                    Eligible Participant will be on a per capita
                                    (equal dollar amount) basis to each such
                                    Eligible Participant.

                           (F)      PER CAPITA METHOD USING BOTTOM-UP BASED ON
                                    ELECTIVE DEFERRALS: The allocation will be
                                    made beginning with a group of one or more
                                    of such Eligible Participants who have the
                                    lowest Elective Deferral amount for the Plan
                                    Year and continuing with the next one or
                                    more such Eligible Participants who have the
                                    next lowest Elective Deferral amount until
                                    no further allocations are required for the
                                    Plan to pass the ADP or ACP Tests. The
                                    amount so allocated for the Plan Year to any
                                    such Eligible Participant will be on a per
                                    capita (equal dollar) basis to each such
                                    Eligible Participant.

                  (3)      ACTUAL METHOD OF QMAC ALLOCATION: Until this
                           subparagraph (3) is amended by the Employer to
                           specify a different method of allocation, QMACs will
                           be allocated using the method described in
                           subparagraph (2)(A) above.

                  (4)      PERMISSIBLE DISAGGREGATION: Permissible
                           disaggregation under Code ss.410(b)(4) or
                           ss.401(k)(3)(F) will be used for the ADP and/or ACP
                           Test for the Plan Year to further limit the number of
                           Eligible Participants who receive such allocation to
                           those Participants (i) who also satisfy the maximum
                           minimum age and service requirements of Code
                           ss.410(a)(1)(A) for the purpose of making Elective
                           Deferrals or eligibility to share in Matching
                           Contributions, or (ii) to those Participants who do
                           not satisfy the maximum minimum age and service
                           requirements of Code ss.410(a)(1)(A) for the purpose
                           of making Elective Deferrals or eligibility to share
                           in Matching Contributions; and if permissible
                           disaggregation under Code ss.410(b)(4) is used for
                           the ADP and/or ACP Tests for the Plan Year, the
                           Employer will separately determine the amount to be
                           allocated hereunder with respect to such Eligible
                           Participants in clauses (i) and (ii).

                  (5)      ALLOCATION TO HCES: If the Employer makes an
                           additional Qualified Matching Contribution after no
                           further allocation of QMACs is required for the Plan
                           to pass the ADP and/or ACP Tests, any such
                           contribution will be allocated in the same manner
                           described in subparagraph (3) above (provided however
                           that the ADP and/or ACP Tests continue to be
                           satisfied) to all such Eligible Participants who for
                           the Plan Year are HCEs (or to all such Eligible
                           Participants who are HCEs or NHCEs) who made an
                           Elective Deferral and are considered Eligible
                           Participants for the purpose of receiving a Matching
                           Contribution allocation.

         (e)      QUALIFIED NON-ELECTIVE CONTRIBUTIONS: Qualified Non-Elective
                  Contributions contributed under Section 3.1(e) and
                  Non-Elective Contributions contributed under Section 3.1(c)
                  that are treated as QNECS will be allocated to the Qualified
                  Non-Elective Contribution Account of an Eligible Participant
                  in accordance with the following:

                  (1)      PARTICIPANTS ELIGIBLE FOR ALLOCATION: Subject to
                           subparagraphs (2) and (3) below, Qualified
                           Non-Elective Contributions will be allocated on
                           behalf of each Eligible Participant who for the Plan
                           Year is a Non-Highly Compensated Employee and is
                           considered an Eligible Participant for the purpose of
                           receiving a Non-Elective Contribution allocation for
                           the Plan Year, or if Non-Elective Contributions are
                           not permitted or if eligibility for Non-Elective
                           Contributions is more restrictive than for Elective
                           Deferrals, is considered an Eligible Participant only
                           for the purpose of making Elective Deferrals.

                                     - 32 -


<PAGE>

                  (2)      PERMISSIBLE METHODS OF ALLOCATION: Any allocation of
                           Qualified Non-Elective Contributions under this
                           Section to an Eligible Participant who is described
                           in subparagraph (1) above will be made using one of
                           the methods described in subparagraphs (2)(A) through
                           (D) below. However, the actual method used for a
                           particular Plan Year will be the method set forth in
                           subparagraph (3) below.

                           (A)      PRO-RATA METHOD: The amount that is so
                                    allocated for any such Eligible Participant
                                    will be in the ratio that his or her
                                    Compensation bears to the total Compensation
                                    of all such Eligible Participants.

                           (B)      PRO-RATA METHOD USING BOTTOM-UP BASED ON
                                    COMPENSATION: The allocation will be made
                                    beginning with a group of one or more of
                                    such Eligible Participants who have the
                                    lowest Compensation for the Plan Year and
                                    continuing with the next one or more such
                                    Eligible Participants who have the next
                                    lowest Compensation until no further
                                    allocations are required to pass the ADP or
                                    ACP Tests. The amount that is so allocated
                                    for the Plan Year to any such Eligible
                                    Participant will be in the ratio that the
                                    Compensation of each such Eligible
                                    Participant bears to the total Compensation
                                    of all such Eligible Participants.

                           (C)      PER CAPITA METHOD: The amount that is so
                                    allocated for the Plan Year to any such
                                    Eligible Participant will be on a per capita
                                    (equal dollar amount) basis to each Eligible
                                    Participant.

                           (D)      PER CAPITA METHOD USING BOTTOM-UP BASED ON
                                    COMPENSATION: The allocation will be made
                                    beginning with a group of one or more of
                                    such Eligible Participants who have the
                                    lowest Compensation for the Plan Year and
                                    continuing with the next one or more
                                    Eligible Participants who have the next
                                    lowest Compensation until no further
                                    allocations are required for the Plan to
                                    pass the ADP or ACP Tests. The amount so
                                    allocated for the Plan Year to any such
                                    Eligible Participant will be on a per capita
                                    (equal dollar amount) basis to each such
                                    Eligible Participant.

         (3)      ACTUAL METHOD OF QNEC ALLOCATION: Until this subparagraph (3)
                  is amended by the Employer to specify a different method of
                  allocation, QNECs will be allocated using the method described
                  in subparagraph (2)(A) above.

         (4)      PERMISSIBLE DISAGGREGATION: Permissable disaggregation under
                  Code ss.410(b)(4) or ss.401(k)(3)(F) will be used for the ADP
                  and/or ACP Test for the Plan Year to further limit the number
                  of Eligible Participants who receive such allocation to those
                  Participants (i) who also satisfy the maximum minimum age and
                  service requirements of Code ss.410(a)(1)(A) for the purpose
                  of making Elective Deferrals or eligibility to share in
                  Matching Contributions, or (ii) to those Participants who do
                  not satisfy the maximum minimum age and service requirements
                  of Code ss.410(a)(1)(A) for the purpose of making Elective
                  Deferrals or eligibility to share in Matching Contributions;
                  and if permissable disaggregation under Code ss.410(b)(4) is
                  used for the ADP and/or ACP Tests for the Plan Year, the
                  Employer will separately determine the amount to be allocated
                  hereunder with respect to such Eligible Participants in
                  clauses (i) and (ii).

                                     - 33 -


<PAGE>

         (5)      ALLOCATION TO HCES: If the Employer makes an additional
                  Qualified Non-Elective Contribution after no further
                  allocation of QNECs is required for the Plan to pass the ADP
                  and/or ACP Tests, any such contribution will be allocated in
                  the same manner described in subparagraph (3) (provided
                  however that the ADP and/or ACP Tests continue to be
                  satisfied) to all such Eligible Participants who for the Plan
                  Year are HCEs (or to all such Eligible Participants who are
                  HCEs or NHCEs) and are considered Eligible Participants for
                  the purpose of receiving a Non-Elective Contribution
                  allocation for the Plan Year.

3.3      ALLOCATION OF EARNINGS AND LOSSES
         As of each Valuation Date, accounts which have not been distributed
         since the prior Valuation Date will have the net income of the Trust
         Fund earned since the prior Valuation Date allocated in accordance with
         such rules and procedures as may be established by the Administrator,
         and applied in a uniform and nondiscriminatory manner; or accounts will
         be valued and adjusted as hereinafter set forth in this Section. Net
         income is the net of any interest, dividends, unrealized appreciation
         and depreciation, capital gains and losses, and investment expenses of
         the Trust Fund determined on each Valuation Date.

         (a)      NON-SEGREGATED ELECTIVE DEFERRAL ACCOUNTS: Elective Deferral
                  Accounts which have not been segregated from the general Trust
                  Fund for investment will have net income allocated thereto in
                  the ratio that the value of each such non-segregated account
                  bears to the total value of all such non-segregated accounts
                  on the Valuation Date. For purposes of this paragraph, the
                  value of each such account on the Valuation Date will be
                  determined on a time-weighted basis as determined by the
                  Administrator.

         (b)      NON-SEGREGATED MATCHING CONTRIBUTION ACCOUNTS: Matching
                  Contributions are not currently permitted under the terms of
                  this Plan.

         (c)      NON-SEGREGATED NON-ELECTIVE CONTRIBUTION ACCOUNTS:
                  Non-Elective Contributions are not currently permitted under
                  the terms of this Plan.

         (d)      FORFEITURE ACCOUNT: The Forfeiture Account will share in the
                  allocation of the Plan's earnings and losses under this
                  Section.

         (e)      SEGREGATED ACCOUNTS AND POLICY DIVIDENDS: Any accounts which
                  have been segregated for investment purposes, including any
                  Directed Investment Accounts that may be established in
                  accordance with Section 7.15 and any other accounts (including
                  Directed Investment Accounts) which are valued on a daily
                  basis, will only have the net income earned thereon allocated
                  thereto. Any insurance Policy dividends or credits will be
                  allocated to the Participant's Account for whose benefit the
                  Policy is held.

3.4      ALLOCATION OF FORFEITURES
         The Administrator may elect each Plan Year to first use all or any
         portion of the Forfeiture Account to pay administration costs of the
         Plan, and/or to restore previously forfeited Account balances as
         provided under Section 5.7 or Section 5.13. Subject to the Top Heavy
         allocation requirements under Section 3.5 and the Code ss.415
         limitations of Article 6, any remaining Forfeitures will be used by the
         Administrator in the following manner:

         (a)      FORFEITURES OF MATCHING CONTRIBUTIONS: Matching Contributions
                  are not currently permitted under the terms of the Plan.

                                     - 34 -


<PAGE>

         (b)      FORFEITURES OF NON-ELECTIVE CONTRIBUTIONS: Non-Elective
                  Contributions are not currently permitted under the terms of
                  the Plan.

         (c)      EXCESS AGGREGATE CONTRIBUTIONS: The Administrator may elect
                  that all of any portion of the Forfeitures which are
                  attributable to Excess Aggregate Contributions will (1) be
                  allocated (after all other Forfeitures) to the Matching
                  Contribution Account of each Participant who is a Non-Highly
                  Compensated Employee who made Elective Deferrals or Employee
                  contributions. The allocation will be made in the ratio which
                  each such Participant's Compensation for the Plan Year bears
                  to the total Compensation of all such Participants for such
                  Plan Year; and/or (2) be applied to reduce Employer
                  contributions for the Plan Year in which the excess arose to
                  the extent it exceeds Employer contributions or the Employer
                  has already contributed for such Plan Year.

3.5      TOP HEAVY MINIMUM ALLOCATION
         In any Top Heavy Plan Year in which a Key Employee receives an
         allocation of Employer contributions or Forfeitures, each Employee who
         is described in paragraph (a) below will receive the Top Heavy benefit
         required under the provisions of Code ss.416, such benefit to be
         determined in accordance with the following provisions:

         (a)      PARTICIPANTS WHO MUST RECEIVE TOP HEAVY MINIMUM ALLOCATION:
                  For each Plan Year in which a Top Heavy contribution is
                  required, the Top Heavy Minimum Allocation (or such lesser
                  amount as may be permitted under paragraph (b) below) will be
                  made for each Participant who is a Non-Key Employee employed
                  by an Employer on the last day of the Plan Year in an eligible
                  class of Employees as described in Section 2.1, even if such
                  Participant (1) fails to complete any minimum Hours of Service
                  or Period of Service required to receive an allocation of
                  Employer contributions or Forfeitures for the Plan Year; (2)
                  fails to make elective contributions to the Plan in the case
                  of a cash or deferred arrangement; (3) receives Compensation
                  that is less than a stated amount; or (4) declines to make a
                  mandatory Employee contribution to the Plan.

         (b)      LESSER ALLOCATION ALLOWED: If the amount of Employer
                  contributions and Forfeitures allocated to the Participant's
                  Account of each Key Employee for the Plan Year is less than 3%
                  of his or her Compensation, and if this Plan is not required
                  to be included in an Aggregation Group to enable a defined
                  benefit plan to meet the requirements of Code ss.401(a)(4) or
                  ss.410, then the amount allocated under this Section for each
                  Participant who is described in paragraph (a) above will be
                  equal to the largest percentage of Employer contributions and
                  Forfeitures allocated to the Participant's Account of a Key
                  Employee for that Plan Year, determined after taking into
                  account elective contributions made by a Key Employee to a
                  cash or deferred arrangement maintained by the Employer.

         (c)      PARTICIPATION IN MULTIPLE DEFINED CONTRIBUTION PLANS: If a
                  Participant described in paragraph (a) above participates in
                  this Plan and in one or more defined contribution plans that
                  are included with this Plan in a Required Aggregation Group,
                  and if the allocation of Employer contributions and
                  Forfeitures in this Plan or any other such defined
                  contribution plan is insufficient to satisfy the Top Heavy
                  requirement with respect to such Participant, such requirement
                  will nevertheless be deemed to be satisfied if the aggregate
                  allocation of Employer contributions and Forfeitures made
                  under this Plan and all other such plans on behalf of such
                  Participant is sufficient to satisfy the Top Heavy
                  requirement. If not, the Employer will make an additional
                  contribution to this Plan and/or to one or more such plans on
                  behalf of the Participant in order that the aggregate
                  allocation of Employer contributions and Forfeitures to this
                  Plan and all such plans satisfies the Top Heavy requirements
                  with respect to such Participant.

                                     - 35 -


<PAGE>

         (d)      PARTICIPATION IN DEFINED BENEFIT PLAN AND DEFINED CONTRIBUTION
                  PLAN: Any Participant described in paragraph (a) above who
                  participates in this Plan and in a defined benefit plan which
                  is included with this Plan in a Required Aggregation Group
                  will, in lieu of the allocation provided under paragraph (a)
                  above, receive an allocation under this Plan (or any other
                  defined contribution plan sponsored by the Employer) which is
                  equal to 5% of Compensation. However, in any Top Heavy
                  Limitation Year beginning before January 1, 2000 in which the
                  Employer wishes to avail itself of the adjustment described in
                  Section 6.5(f), (1) the 5% allocation described herein will be
                  increased to 7.5%; and (2) the allocation under paragraph (a)
                  above for each Non-Key Employee described therein who is a
                  Participant only in this Plan will be increased from 3% to 4%
                  of Compensation. Notwithstanding the foregoing to the contrary
                  however, the Administrator may determine, in a uniform
                  non-discriminatory manner which is intended to satisfy the
                  requirements of Code ss.416(f) regarding the preclusion of
                  required duplication and inappropriate omission of Top Heavy
                  minimum benefits or contributions, that such Non-Key Employee
                  will receive the minimum Top Heavy benefit required under Code
                  ss.416 under the defined benefit plan in lieu of any such
                  benefit under the terms of this Plan.

         (e)      CONTRIBUTIONS THAT CAN BE USED TO SATISFY TOP HEAVY MINIMUM:
                  The following contributions will be taken into account in
                  determining if the Employer has contributed an amount
                  necessary to satisfy the requirements of this Section:
                  Non-Elective Contributions; Qualified Non-Elective
                  Contributions; Safe Harbor Non-Elective Contributions under
                  Section ; and any other contributions as may be permitted by
                  law. However, Elective Deferrals cannot be used to satisfy the
                  Top Heavy requirements.

3.6      SAFE HARBOR CONTRIBUTIONS
         For Plan Years beginning on or after January 1, 1999, this Section will
         apply for any such Plan Year in which the Sponsor, by the Sponsor's
         written resolution and issuance of a Safe Harbor Notice (as described
         in paragraph (d) below), elects to administer the Plan pursuant to the
         "safe harbor" provisions of Code ss.401(k)(12) (pertaining to
         alternative methods of satisfying the ADP Test) and/or Code
         ss.401(m)(11) (pertaining to additional alternative methods of
         satisfying the ACP Test). The Sponsor's written resolution must specify
         the Plan Year for which the safe harbor is elected, the method by which
         the safe harbor is to be satisfied, and whether "safe harbor"
         contributions will be made to HCEs as well as NHCEs. The Sponsor's
         written resolution will be deemed to be an amendment to this Plan if
         made in accordance with Notice 98-52, Notice 2000-3 and any subsequent
         guidance issued by the Internal Revenue Service.

         (a)      DEFINITIONS: For any Plan Year in which the Sponsor elects to
                  administer the Plan in accordance with this Section, the
                  following definitions will apply:

                  (1)      ACP TEST SAFE HARBOR MATCHING CONTRIBUTION: The term
                           ACP Test Safe Harbor Matching Contribution means a
                           Matching Contribution described in paragraph (c)
                           below.

                  (2)      ADP TEST SAFE HARBOR CONTRIBUTION: The term ADP Test
                           Safe Harbor Contribution means a "Basic Matching
                           Contribution" as described in paragraph (b)(1); an
                           "Enhanced Matching Contribution" as described in
                           paragraph (b)(2); and a Non-Elective Contribution as
                           described in paragraph (b)(3).

                  (3)      COMPENSATION: The term Compensation is defined in
                           Section 1.16, except that for purposes of this
                           Section: (1) no dollar limitation other than the Code
                           ss.401(a)(17) limitation will apply under this
                           paragraph to Non-Highly Compensated Employees; and


                                     - 36 -


<PAGE>

                           (2) Compensation may, at the discretion of the
                           Administrator, be excluded (i) for any period during
                           which an Employee was not a Participant in the Plan;
                           and (ii) for any period during which a cash or
                           deferred election was not in effect under the terms
                           of the Plan. However, solely for purposes of
                           determining Compensation subject to a Participant's
                           deferral election, the Employer may use an
                           alternative definition to the one described in the
                           preceding sentence, provided such alternative
                           definition is a reasonable definition within the
                           meaning of regulation ss.1.414(s)-1(d)(2) and permits
                           each Participant to make sufficient Elective
                           Deferrals to receive the maximum amount of Matching
                           Contributions (determined using the definition of
                           Compensation described in the preceding sentence)
                           available under the Plan.

                  (4)      MATCHING CONTRIBUTION: The term Matching Contribution
                           means a contribution made by the Employer because of
                           a Safe Harbor Participant's Elective Deferrals.

                  (5)      SAFE HARBOR PARTICIPANT: The term Safe Harbor
                           Participant means each Participant who (i) is a
                           Non-Highly Compensated Employee (and if the Employer
                           elects, one or more Highly Compensated Employees) for
                           the Plan Year; and (ii) was eligible to make an
                           Elective Deferral at any time during the Plan Year or
                           who would have been eligible to make Elective
                           Deferrals but for a suspension due to a hardship
                           distribution or a statutory limitation (such as Code
                           ss.402(g) and ss.415). However, for Plan Years
                           beginning on or after January 1, 1999, a Safe Harbor
                           Participant will only include those Participants
                           described in the preceding sentence who have reached
                           Age 21 and completed 1 at least Year of Service.

         (b)      ADP TEST SAFE HARBOR CONTRIBUTIONS: For a Plan Year in which
                  the Employer wishes to utilize the alternative method of
                  satisfying the ADP Test, the Employer must make an ADP Test
                  Safe Harbor Contribution to the Plan in the form of a "Basic
                  Matching Contribution", an "Enhanced Matching Contribution"
                  and/or a "Safe Harbor Non-Elective Contribution", or a "Safe
                  Harbor Alternative Contribution". The Employer must specify in
                  the Safe Harbor Notice which ADP Test Safe Harbor Contribution
                  it intends to make for the Plan Year, and any such
                  contribution will be made in accordance with one of the
                  following provisions:

                  (1)      BASIC MATCHING CONTRIBUTION: If the Employer elects
                           to make a Basic Matching Contribution, it will be
                           made on behalf of each Safe Harbor Participant in an
                           amount equal to the sum of (i) 100% of the amount
                           such Participant's Elective Deferrals that do not
                           exceed 3% of his or her Compensation; plus (ii) 50%
                           of the amount of such Participant's Elective
                           Deferrals that exceed 3% of his or her Compensation
                           but do not exceed 5% of Compensation ("Basic Matching
                           Contributions"). The maximum match that can be made
                           under this Basic Matching Contribution formula is 4%
                           of Compensation which would apply to any Safe Harbor
                           Participant who defers at least 5% of Compensation.

                  (2)      ENHANCED MATCHING CONTRIBUTION: If the Employer
                           elects to make an "Enhanced Matching Contribution" on
                           behalf of each Safe Harbor Participant, such
                           contribution will be an amount equal to the sum of
                           (A) and (B) as follows:

                           (A)      The amount of such Participant's Elective
                                    Deferrals that do not exceed the percentage
                                    specified in the Safe Harbor Notice (which
                                    percentage must be at least 3% but not more
                                    than 6%) of Compensation; plus

                                     - 37 -


<PAGE>

                           (B)      The percentage specified in the Safe Harbor
                                    Notice of such Participant's Elective
                                    Deferrals that exceed the percentage
                                    specified in the Safe Harbor Notice (which
                                    percentage must be at least 3% but not more
                                    than 6%) of the Participant's Compensation
                                    for the Plan Year and that do not exceed the
                                    percentage specified in the Safe Harbor
                                    Notice of the Employee's Compensation for
                                    the Plan Year. Notwithstanding the
                                    foregoing, Matching Contributions
                                    contributed under this subparagraph must, at
                                    any rate of Elective Deferrals, equal at
                                    least the Matching Contribution the
                                    Participant would have received if the
                                    Employer were making Basic Matching
                                    Contributions, but the rate of match cannot
                                    increase as deferrals increase.

                  (3)      SAFE HARBOR NON-ELECTIVE CONTRIBUTION: If the
                           Employer elects to make a Safe Harbor Non-Elective
                           Contribution for each Safe Harbor Participant, it
                           will be an amount equal to at least 3% of each such
                           Participant's Compensation.

                  (4)      ALLOCATION OF ADP TEST SAFE HARBOR CONTRIBUTIONS: All
                           ADP Test Safe Harbor Contributions (other than Safe
                           Harbor Alternative Contributions) will be allocated
                           to a Participant's Safe Harbor Contribution Account;
                           and under no circumstances will such contributions be
                           allocated with regard to permitted disparity under
                           Code ss.401(1).

                  (5)      VESTING AND DISTRIBUTION OF ADP TEST SAFE HARBOR
                           CONTRIBUTIONS: ADP Test Safe Harbor Contributions
                           allocated to a Participant's Safe Harbor Contribution
                           Account will be 100% Vested at all times, and can
                           only be distributed upon the earlier of the date a
                           Participant incurs a Termination of Employment; the
                           date a Participant dies; the date a Participant
                           suffers a Disability; the date a Participant reaches
                           Age 59 1/2 if on or after such date in-service
                           withdrawals are permitted under Section 5.18; or the
                           date an event described in Code ss.401(k)(10) occurs.
                           ADP Test Safe Harbor Contributions may not be
                           distributed because of hardship.

                  (6)      TRUE-UP ELECTION: If for any Plan Year "Basic
                           Matching Contributions" or "Enhanced Matching
                           Contributions" are made to the Plan on a basis that
                           is more frequent than annual, and if on the last day
                           of any such Plan Year the dollar amount of any such
                           contribution made on behalf of a Safe Harbor
                           Participant is less than the dollar amount that would
                           have been made if such contribution for that Plan
                           Year had been contributed on an annual basis only,
                           then the Employer may elect for any such Plan Year to
                           make an additional contribution in order to make the
                           amount contributed for a Safe Harbor Participant for
                           the full Plan Year equal to the amount that would
                           have been made if the contribution for that Plan Year
                           had been contributed on an annual basis only.
                           However, any such additional contribution can only be
                           made to the Plan on a uniform nondiscriminatory
                           basis.

         (c)      ACP TEST SAFE HARBOR MATCHING CONTRIBUTIONS: In order to use
                  the alternative method of satisfying the ACP Test, the
                  Employer may, in addition to the ADP Test Safe Harbor
                  Contributions described in paragraph (b) above, elect in its
                  Safe Harbor Notice to make an ACP Test Safe Harbor Matching
                  Contribution to the Plan on behalf of each Safe Harbor
                  Participant. Such contribution will be made in accordance with
                  the following provisions, and must be equal to one of the
                  following amounts:

                                     - 38 -


<PAGE>

                  (1)      SINGLE TIER FIXED FORMULA: The amount determined by
                           multiplying the Safe Harbor Participant's Elective
                           Deferrals for the Plan Year by the matching
                           percentage specified in the Safe Harbor Notice;
                           provided, however, that such amount cannot exceed 6%
                           of the Safe Harbor Participant's Compensation.

                  (2)      TWO TIERED FIXED FORMULA: The amount determined by
                           multiplying the Safe Harbor Participant's Elective
                           Deferrals that do not exceed the percentage specified
                           in the Safe Harbor Notice of such Participant's
                           Compensation for the Plan Year by the "first tier"
                           matching percentage specified in the Safe Harbor
                           Notice, plus the amount determined by multiplying the
                           Safe Harbor Participant's Elective Deferrals
                           thereafter by the "second tier percentage" specified
                           in the Safe Harbor Notice, but no such contribution
                           will be made with respect to Elective Deferrals that
                           exceed 6% of the Participants Compensation.
                           Notwithstanding the foregoing, the "second tier
                           percentage" cannot exceed the "first tier
                           percentage".

                  (3)      SINGLE TIER DISCRETIONARY FORMULA: An amount
                           determined by multiplying the Safe Harbor
                           Participant's Elective Deferrals for the Plan Year by
                           a discretionary percentage, excluding any such
                           Elective Deferrals in excess of 6% of the Safe Harbor
                           Participant's Compensation; provided, however, that
                           such amount cannot exceed 4% of the Safe Harbor
                           Participant's Compensation.

                  (4)      OTHER FORMULAS: An amount determined by any other
                           formula in which (i) Matching Contributions are not
                           made on Elective Deferrals in excess of 6% of
                           Compensation, (ii) the amount of Matching
                           Contributions subject to the Employer's discretion
                           cannot exceed 4% of Compensation, (iii) no HCE can
                           receive a greater rate of Matching Contributions than
                           an NHCE at the same rate of Elective Deferrals, and
                           (iv) the rate of Matching Contributions cannot
                           increase as a Participant's Elective Deferrals
                           increase.

                  (5)      VESTING AND DISTRIBUTION OF ACP TEST SAFE HARBOR
                           CONTRIBUTIONS: Unless otherwise indicated in the Safe
                           Harbor Notice to be nonforfeitable, ACP Test Safe
                           Harbor Matching Contributions will be Vested in
                           accordance with the Vesting schedule in Section
                           4.6(c). Forfeitures of non-Vested ACP Test Safe
                           Harbor Matching Contributions will be used to reduce
                           Employer contributions.

         (d)      SAFE HARBOR NOTICE: The term Safe Harbor Notice means a
                  written notice provided by the Employer to all eligible
                  Employees in accordance with Notice 98-52 and 2000-3, and any
                  subsequent guidance issued by the Internal Revenue Service. In
                  addition to any other election periods provided under the
                  Plan, each Participant may make or modify a deferral election
                  during the 30-day period immediately following receipt of the
                  Notice.

3.7      ROLLOVER CONTRIBUTIONS
         Subject to any rules or procedures that may be established by the
         Administrator under paragraph (f) below, any Employee who is in an
         eligible class of Employees, regardless of whether such Employee has
         satisfied the Plan's eligibility requirements, may, with the consent of
         the Administrator, make Rollover Contributions to the Plan. Rollover
         Contributions will be allocated to a Participant's Rollover Account
         and, subject to any rules or procedures established hereunder, will be
         administered in accordance with the following provisions:

         (a)      INVESTMENT OF ROLLOVER ACCOUNTS: Except for that portion which
                  a Participant may be permitted to self-direct under Section
                  7.15, the Administrator may choose for investment purposes to
                  either segregate Rollover Accounts into separate interest
                  bearing accounts or to invest Rollover Accounts as part of the
                  general Trust Fund, in which case such accounts will share in
                  the allocation of earnings and losses under Section 3.3(a).

                                     - 39 -


<PAGE>

         (b)      WITHDRAWAL OF ROLLOVERS: Subject to paragraph (c) below, an
                  Employee may request a withdrawal of all or any portion of his
                  or her Rollover Account at any time prior to becoming a
                  Participant in the Plan, and thereafter upon the earlier of
                  (1) the date the Employee is entitled to a distribution of his
                  or her Participant's Account under the provisions of Article
                  5, or (2) within an administratively reasonable time after the
                  Employee's Termination of Employment. An Employee may also
                  request a withdrawal of all or any portion of his or her
                  Rollover Account at any time prior to the dates described in
                  (1) and (2) above. The Administrator may require up to 60 days
                  notice in advance of the requested date of withdrawal. A
                  Rollover withdrawal will not prevent an Employee from accruing
                  future benefits from Employer contributions. Any amount
                  withdrawn may be redeposited to the Participant's Rollover
                  Account if such prior withdrawn distribution continues to
                  qualify as a Rollover Contribution except for the fact that
                  the amount originated from this Plan.

         (c)      SPOUSAL CONSENT REQUIREMENTS UPON WITHDRAWAL: Any Rollover
                  Contribution that at the time it is made to this Plan is no
                  longer subject to the requirements of Code ss.401(a)(11) can
                  be withdrawn from the Plan without the consent of the
                  Participant's Spouse. However, the withdrawal of any Rollover
                  Contribution that was a direct or indirect transfer as defined
                  in Code ss.401(a)(11) from a defined benefit plan, a money
                  purchase plan, a target benefit plan, a stock bonus plan, or a
                  profit sharing plan that provided for a life annuity form of
                  payment to the Participant will be subject to the spousal
                  consent requirements in Section 5.16.

         (d)      FORM OF DISTRIBUTION: Any Rollover Contribution a Participant
                  withdraws from the Plan prior to the time the Participant is
                  entitled to a distribution of his or her Participant's Account
                  will only be distributed in a lump sum. Any amount remaining
                  in a Participant's Rollover Account at the time the
                  Participant is entitled to a distribution of his or her
                  Participant's Account that is not subject to the spousal
                  consent requirements in paragraph (c) above will be
                  distributed, at the election of the Participant, in a lump-sum
                  or in the same manner as the Participant's Account under
                  Article 5. Any amount remaining in the Participant's Rollover
                  Account at the time the Participant is entitled to a
                  distribution of his or her Participant's Account that is
                  subject to the spousal consent requirements will be
                  distributed in accordance with Section 5.16.

         (e)      SPECIAL RULE FOR WITHDRAWAL OF ELECTIVE DEFERRALS:
                  Notwithstanding paragraph (b) to the contrary, the limitations
                  described in regulation 1.401(k)-1(d) will apply to the
                  withdrawal of any Rollover Contributions which are
                  attributable to a Participant's elective contributions as
                  defined in regulation 1.401(k)-1(g)(3) and which are
                  transferred to this Plan in a trustee to trustee transfer from
                  another qualified plan.

         (f)      ESTABLISHMENT OF ADMINISTRATIVE PROCEDURES: The Administrator
                  may, in a separate written document, establish rules or
                  procedures regarding the conditions under which Rollover
                  Contributions can be made to and/or withdrawn from the Plan by
                  an Employee. Such separate written document, when properly
                  executed, will be deemed incorporated in this Plan. The rules
                  or procedures set forth therein may be modified or amended by
                  the Administrator without the necessity of amending this
                  Section of the Plan, but any such modifications must be
                  communicated to Participants in the manner described in
                  Section 8.9. Notwithstanding the foregoing, (1) a summary plan
                  description or summary of material modifications thereto in
                  which the rules or procedures regarding the making and/or
                  withdrawal of Rollover Contributions are described will be
                  considered a separate written document sufficient to satisfy
                  the requirements (including the execution requirement) of this
                  paragraph; and (2) any rules or procedures established under
                  this paragraph must be applied by the Administrator in a
                  uniform nondiscriminatory manner.

                                     - 40 -


<PAGE>

3.8      VOLUNTARY EMPLOYEE CONTRIBUTIONS
         Voluntary Employee Contributions are not currently permitted.





                                     - 41 -


<PAGE>

                                    ARTICLE 4
                                  PLAN BENEFITS

4.1      BENEFIT UPON NORMAL RETIREMENT
         Every Participant who has reached Normal Retirement Age will be
         entitled upon termination of employment to receive his or her Vested
         Aggregate Account balance determined as of the most recent Valuation
         Date coinciding with or immediately preceding the date of distribution.
         Distribution will be made under Section 5.1.

4.2      BENEFIT UPON LATE RETIREMENT
         A Participant who has reached Normal Retirement Age and who remains
         employed by the Employer will continue to participate in the Plan and
         will continue to receive allocations under Article 3 until he or she
         terminates employment with the Employer. However, notwithstanding
         Section 4.1 to the contrary, such Participant may at any time after
         reaching Normal Retirement Age (1) choose to have distributed prior to
         actual retirement all or part of his or her Vested Aggregate Account
         balance determined as of the most recent Valuation Date coinciding with
         or immediately preceding the date of distribution (but any portion
         thereof which is attributable to elective contributions, qualified
         matching contributions and/or qualified non-elective contributions made
         to a cash or deferred arrangement can only be distributed if the
         Participant has also reached Age 59 1/2); or (2) choose to have such
         Vested Aggregate Account balance transferred to another qualified
         retirement plan maintained by the Employer. Upon actual retirement, the
         Participant will be entitled to his or her undistributed Vested
         Aggregate Account balance determined as of the most recent Valuation
         Date coinciding with or immediately preceding the date of distribution.
         Distribution will be made under Section 5.1.

4.3      BENEFIT UPON DEATH
         Upon the death of a Participant prior to Termination of Employment, or
         upon the death of a Terminated Participant prior to distribution of his
         or her Vested Aggregate Account, his or her Beneficiary will be
         entitled to the Participant's Vested Aggregate Account balance
         determined as of the most recent Valuation Date coinciding with or
         immediately preceding the date of distribution. If any Beneficiary who
         is alive on the date of the Participant's death dies before receiving
         the entire death benefit to which he or she is entitled, the balance of
         the death benefit will be distributed to the Beneficiary's beneficiary
         in accordance with Section 5.2. The Administrator's determination that
         a Participant has died and that a particular person has a right to
         receive a death benefit will be final. Distribution will be made in
         accordance with Section 5.2.

4.4      BENEFIT UPON DISABILITY
         If a Participant suffers a Disability prior to Termination of
         Employment and terminates employment with the Employer as a result of
         that Disability, or if a Terminated Participant suffers a Disability
         prior to a distribution of his or her Vested Aggregate Account balance,
         he or she will be entitled to his or her Vested Aggregate Account
         balance determined as of the most recent Valuation Date coinciding with
         or immediately preceding the date of distribution. Distribution will be
         made in accordance with Section 5.3.

4.5      BENEFIT UPON TERMINATION
         A Participant who incurs a Termination of Employment will be entitled
         to his or her Vested Aggregate Account balance determined as of the
         most recent Valuation Date coinciding with or immediately preceding the
         date of distribution. A Terminated Participant's Vested Aggregate
         Account will be distributed under Section 5.4 unless, prior to the time
         of distribution set forth therein, the Participant (1) dies, in which
         case distribution will be made under 5.2; or (2) suffers a Disability,
         in which case distribution will be made under Section 5.3.

                                     - 42 -


<PAGE>

4.6      DETERMINATION OF VESTED INTEREST
         A Participant's Vested Interest in his or her Participant's Account
         will be determined in accordance with the following provisions:

         (a)      VESTING UPON RETIREMENT, DEATH OR DISABILITY: A Participant's
                  Account will be 100% Vested upon reaching Normal Retirement
                  Age prior to Termination of Employment, and also upon death or
                  Disability prior to Termination of Employment.

         (b)      100% VESTING OF ELECTIVE DEFERRALS, QMACS AND QNECS: A
                  Participant will at all times have a 100% Vested Interest in
                  his or her Elective Deferral Account, Qualified Matching
                  Contribution Account and Qualified Non-Elective Contribution
                  Account.

         (c)      VESTING OF MATCHING CONTRIBUTIONS: Matching Contributions are
                  not currently permitted under the terms of the Plan.

         (d)      VESTING OF NON-ELECTIVE CONTRIBUTIONS: Non-Elective
                  Contributions are not currently permitted under the terms of
                  the Plan.

         (e)      AMENDMENTS TO VESTING SCHEDULE: No amendment may directly or
                  indirectly reduce a Participant's Vested Interest in his or
                  her Participant's Account. If the Plan is amended in any way
                  that directly or indirectly affects the computation of a
                  Participant's Vested Interest in his or her Participant's
                  Account or the Plan is deemed amended by an automatic change
                  to or from a Top Heavy vesting schedule, the following will
                  apply:

                  (1)      PARTICIPANT ELECTION: Any Participant with at least
                           three 1-Year Periods of Service may, by filing a
                           written request with the Administrator, elect to have
                           the Vested Interest in his or her Participant's
                           Account computed by the vesting schedule in effect
                           prior to the amendment. A Participant who fails to
                           make an election will have his or her Vested Interest
                           computed under the new schedule. The period in which
                           the election may be made will begin on the date the
                           amendment is adopted or is deemed to be made and will
                           end on the latest of (1) 60 days after the date the
                           amendment is adopted; (2) 60 days after the date the
                           amendment becomes effective; or (3) 60 days after the
                           date the Participant is issued written notice of the
                           amendment by the Employer or Administrator.

                  (2)      PRESERVATION OF VESTED INTEREST: Notwithstanding the
                           foregoing to the contrary, if the vesting schedule is
                           amended, then in the case of an Employee who is a
                           Participant as of the later of the date such
                           amendment is adopted or the date it becomes
                           effective, the Vested Interest in his or her
                           Participant's Account determined as of such date will
                           not be less than his or her Vested Interest computed
                           under the Plan without regard to such amendment.

                                     - 43 -


<PAGE>

                                    ARTICLE 5
                            DISTRIBUTION OF BENEFITS

5.1      BENEFIT UPON RETIREMENT
         Unless a cash-out occurs under Section 5.5, and except as otherwise
         provided in Section 5.16 regarding the distribution of benefits that
         remain subject to the Qualified Joint and Survivor Annuity requirements
         of Code ss.401(a)(11), the retirement benefit a Participant is entitled
         to receive under Section 4.1 or Section 4.2 will be distributed as
         follows:

         (a)      FORMS OF DISTRIBUTION: A Participant can elect to have his or
                  her retirement benefit distributed as follows: (1) in one lump
                  sum payment; or (2) in substantially equal monthly, quarterly,
                  semi-annual or annual cash installments over a period certain
                  that does not extend beyond the Participant's life, or beyond
                  the lives of the Participant and his or her designated
                  Beneficiary (or beyond the life expectancy of the Participant
                  or the joint and last survivor expectancy of the Participant
                  and his or her designated Beneficiary), which will either be
                  paid from the Plan or paid by a nontransferable immediate or
                  deferred annuity selected by the Trustee which provides for
                  the installment payments.

         (b)      TIME OF DISTRIBUTION: Distribution will begin within an
                  administratively reasonable time after the date (1) a
                  Participant actually retires; or (2) a Participant who elects
                  late retirement under Section 4.2 requests payment as
                  permitted therein. However, distribution must begin under this
                  Section no later than the Required Beginning Date.

5.2      BENEFIT UPON DEATH
         Unless a cash-out occurs under Section 5.5, a deceased Participant's
         death benefit as determined under Section 4.3 will be distributed as
         follows:

         (a)      SURVIVING SPOUSE: If a Participant dies before the Annuity
                  Starting Date and is married on the date of his or her death,
                  the Participant's surviving Spouse will be entitled to receive
                  100% of the Participant's death benefit unless the surviving
                  Spouse has waived that right under Section 5.8. Unless the
                  Participant directed through a Beneficiary designation form
                  that the benefit be paid in a specific form of distribution
                  permitted under Section 5.1(a), the surviving Spouse can elect
                  any form of distribution permitted under Section 5.1(a). If
                  the surviving Spouse elects to receive installment payments,
                  the death benefit will either be paid from the Plan or be paid
                  by a nontransferable immediate or deferred annuity selected by
                  the Trustee which provides for the installment payments. Upon
                  the death of a Participant, distribution will be made to the
                  surviving Spouse within an administratively reasonable time
                  after he or she requests payment, but distribution must begin
                  no later than December 31st of the calendar year in which the
                  Participant would have attained Age 70 1/2.

         (b)      DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTION BEGINS: If the
                  surviving Spouse dies before distribution of the benefit
                  begins, distribution will be made as if the surviving Spouse
                  were the Participant. Distribution will be considered as
                  having commenced when the deceased Participant would have
                  reached Age 70 1/2 even if payments have been made to the
                  surviving Spouse before that date.

         (c)      NON-SPOUSE BENEFICIARY: Unless the Participant directed
                  through a Beneficiary designation form that the death benefit
                  be paid in a specific form of distribution permitted under
                  Section 5.1(a), a non-Spouse Beneficiary can elect any form of
                  distribution permitted under Section 5.1(a). If the
                  Beneficiary elects to receive installment payments, the death


                                     - 44 -


<PAGE>

                  benefit will either be paid from the Plan or be paid by a
                  nontransferable immediate or deferred annuity selected by the
                  Trustee which provides for the installment payments. Upon the
                  death of a Participant, distribution will be made within an
                  administratively reasonable time after a non-Spouse
                  Beneficiary requests payment; but distribution of the entire
                  death benefit must be made by December 31st of the calendar
                  year which contains the 5th anniversary of the date of the
                  Participant's death unless installment payments begin no later
                  than December 31st of the calendar year immediately following
                  the calendar year in which the Participant died.

         (d)      DISTRIBUTION IF THE PARTICIPANT OR OTHER PAYEE IS IN PAY
                  STATUS: If a Participant or Beneficiary who has started
                  receiving distribution of his or her benefit dies before the
                  entire benefit has been distributed, the balance of the
                  benefit will be distributed to the Participant's Beneficiary
                  (or Beneficiary's beneficiary) at least as rapidly as under
                  the method of distribution being used on the date of the
                  Participant's or Beneficiary's death.

         (e)      PAYMENTS TO A BENEFICIARY OF A BENEFICIARY: In the absence of
                  a Beneficiary designation or other directive from the deceased
                  Participant to the contrary, any Beneficiary may name his or
                  her own Beneficiary to receive any benefits payable in the
                  event of the Beneficiary's death prior to receiving the entire
                  death benefit to which the Beneficiary is entitled; and if a
                  Beneficiary has not named his or her own Beneficiary, the
                  Beneficiary's estate will be the Beneficiary. If any benefit
                  is payable under this paragraph to a Beneficiary of the
                  deceased Participant's Beneficiary or to the estate of the
                  deceased Participant's Beneficiary, or to any other
                  Beneficiary or the estate thereof, subject to the limitations
                  regarding the latest dates for benefit payment in paragraphs
                  (a) and (c) above, the Administrator may (1) continue to pay
                  the remaining value of such benefits in the amount and form
                  already commenced, or pay such benefits in any other manner
                  permitted under the Plan for a Participant or Beneficiary, and
                  (2) if payments have not already commenced, pay such benefits
                  in any other manner permitted under the Plan. Distribution to
                  the Beneficiary of a Beneficiary must begin no later than the
                  date distribution would have been made to the Participant's
                  Beneficiary. The Administrator's determination under this
                  paragraph will be final and will be applied in a
                  non-discriminatory manner that does not discriminate in favor
                  of HCEs.

5.3      DISABILITY BENEFITS
         Unless a cash-out occurs under Section 5.5, and except as otherwise
         provided in Section 5.16 regarding the distribution of benefits that
         remain subject to the Qualified Joint and Survivor Annuity requirements
         of Code ss.401(a)(11), the Disability benefit a Participant is entitled
         to receive under Section 4.4 will be distributed as follows:

         (a)      FORMS OF DISTRIBUTION: A Participant can elect to have his or
                  her benefit distributed as follows: (1) in one lump sum
                  payment; or (2) in substantially equal monthly, quarterly,
                  semi-annual or annual cash installments over a period certain
                  that does not extend beyond the Participant's life, or beyond
                  the lives of the Participant and his or her designated
                  Beneficiary (or beyond the life expectancy of the Participant
                  or the joint and last survivor expectancy of the Participant
                  and his or her designated Beneficiary), which will either be
                  paid from the Plan or paid by a nontransferable immediate or
                  deferred annuity selected by the Trustee which provides for
                  the installment payments.

         (b)      TIME OF DISTRIBUTION: Distribution will begin within an
                  administratively reasonable time after the date on which a
                  Participant who suffers a Disability terminates employment
                  with the Employer on account of the Disability. However,
                  distribution must begin under this Section no later than the
                  Participant's Required Beginning Date.

                                     - 45 -


<PAGE>

5.4      BENEFIT UPON TERMINATION
         Unless a cash-out occurs under Section 5.5, and except as otherwise
         provided in Section 5.16 regarding the distribution of benefits that
         remain subject to the Qualified Joint and Survivor Annuity requirements
         of Code ss.401(a)(11), the benefit a Terminated Participant is entitled
         to receive under Section 4.5 will be distributed as follows:

         (a)      FORMS OF DISTRIBUTION: A Terminated Participant can elect to
                  have his or her benefit distributed as follows: (1) in one
                  lump sum payment; or (2) in substantially equal monthly,
                  quarterly, semi-annual or annual cash installments over a
                  period certain that does not extend beyond the Participant's
                  life, or beyond the lives of the Participant and his or her
                  designated Beneficiary (or beyond the life expectancy of the
                  Participant or the joint and last survivor expectancy of the
                  Participant and his or her designated Beneficiary), which will
                  either be paid from the Plan or paid by a nontransferable
                  immediate or deferred annuity selected by the Trustee which
                  provides for the installment payments.

         (b)      TIME OF DISTRIBUTION: Distribution will begin under this
                  Section within an administratively reasonable time after
                  Termination of Employment occurs, but in no event later than
                  the earlier to occur of (1) the date the Terminated
                  Participant reaches Normal Retirement Age, or (2) the Required
                  Beginning Date.

5.5      CASH-OUT OF BENEFITS
         The Administrator, without the consent of the Participant, may
         distribute a Participant's Vested Aggregate Account balance in a lump
         sum any time after a Participant terminates employment, subject to the
         following provisions:

         (a)      GENERAL RULE: The Administrator can only make distribution
                  under this Section (1) with regard to distributions made for
                  Plan Years beginning prior to August 6, 1997, if the
                  Participant's Vested Aggregate Account balance (determined
                  before taking into account the Participant's Rollover Account
                  and Voluntary Employee Contribution Account) on the date he or
                  she terminates employment with the Employer does not exceed,
                  or at the time of any prior distribution did not exceed,
                  $3,500 (or such lesser amount as may be designated by the
                  Administrator); and (2) for Plan Years beginning on or after
                  August 6, 1997, if a Participant's Vested Aggregate Account
                  balance (determined before taking into account the
                  Participant's Rollover Account and Voluntary Employee
                  Contribution Account) on the date he or she terminates
                  employment with the Employer does not exceed, or at the time
                  of any prior distribution did not exceed, $5,000 (or such
                  lesser amount as may be designated by the Administrator). Any
                  such distribution will be made as soon as administratively
                  feasible after the date the Participant terminates employment,
                  and any portion of the Participant's Account which is not
                  Vested will be treated as a Forfeiture.

         (b)      LATER DISTRIBUTION IF ACCOUNT FALLS TO $5,000: With regard to
                  distributions made for Plan Years beginning on or after
                  October 17, 2000, if a Participant would have received a
                  distribution under paragraph (a) but for the fact that the
                  Participant's Vested Aggregate Account (determined before
                  taking into account the Participant's Rollover Account and
                  Voluntary Employee Contribution Account) exceeded $5,000 (or
                  such lesser amount as may be designated by the Administrator)
                  when the Participant terminated employment, and if at a later
                  time the Participant's Vested Aggregate Account (determined
                  before taking into account the Participant's Rollover Account


                                     - 46 -


<PAGE>

                  and Voluntary Employee Contribution Account) is reduced to an
                  amount not greater than $5,000 (or such lesser amount as may
                  be designated by the Administrator), the Administrator may
                  distribute such remaining amount in a lump sum without the
                  Participant's consent as soon as administratively feasible
                  after the date the Participant terminates employment with the
                  Employer, and any portion of the Participant's Account which
                  is not Vested will be treated as a Forfeiture.

         (c)      DEEMED DISTRIBUTION: If a Participant's Vested Interest in his
                  or her Participant's Account is zero on the date the
                  Participant terminates employment, the Participant will be
                  deemed to have received a distribution of such Vested Interest
                  on the date of termination.

         (d)      FORM OF DISTRIBUTION: If the whereabouts of a terminated
                  Participant are known, distribution under this Section will be
                  made in the form of a lump sum cash payment unless such
                  Participant elects a direct rollover under Section 5.14. If
                  the whereabouts of a terminated Participant are not known, the
                  provisions of Section 5.13 will apply.

5.6      RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS
         If a Participant's Vested Aggregate Account balance exceeds the amount
         set forth in paragraph (a) of this Section and is immediately
         distributable, such account can only be distributed in accordance with
         the following provisions:

         (a)      GENERAL RULE: If a Participant's Vested Aggregate Account
                  (determined before taking into account the Participant's
                  Rollover Account and Voluntary Employee Contribution Account)
                  exceeds $5,000, and if such amount is immediately
                  distributable, the Participant must consent to any
                  distribution of such amount. Any portion of the Participant's
                  Account which is not Vested will be treated as a Forfeiture.
                  If less than the entire Vested Aggregate Account balance is
                  distributed, the part of the non-Vested portion that will be
                  treated as a Forfeiture is the total non-Vested portion
                  multiplied by a fraction, the numerator of which is the amount
                  of the distribution attributable to Employer contributions and
                  the denominator of which is the total value of the Vested
                  Interest in the Participant's Account.

         (b)      TRANSITION RULE: Notwithstanding paragraph (a), with regard to
                  distributions made before October 17, 2000, if a Participant's
                  Vested Aggregate Account balance (determined before taking
                  into account the Rollover Account and Voluntary Employee
                  Contribution Account) (1) exceeded $3,500 (or exceeded $3,500
                  at the time of any prior distribution) for Plan Years
                  beginning before August 6, 1997, or (2) exceeded $5,000 (or
                  exceeded $5,000 at the time of any prior distribution) for
                  Plan Years beginning on or after August 6, 1997 and for a
                  distribution made before October 17, 2000; or (3) either
                  exceeded $5,000 or was a remaining payment under a selected
                  optional form of payment that exceeded $5,000 at the time the
                  selected payment began for Plan Years beginning after August
                  5, 1997 and for a distribution made on or after October 17,
                  2000, and if the account balance is immediately distributable,
                  then the Participant and the Participant's Spouse (or where
                  either one has died, the survivor) must consent to any
                  distribution of such account.

         (c)      DEFINITION OF IMMEDIATELY DISTRIBUTABLE: A Participant's
                  benefit is immediately distributable if any part of the
                  benefit could be distributed to the Participant (or the
                  Participant's surviving Spouse) before the Participant reaches
                  (or would have reached if not deceased) the later of his or
                  her Normal Retirement Age or Age 62.

                                     - 47 -


<PAGE>

         (d)      GENERAL CONSENT REQUIREMENT: The consent of the Participant to
                  any benefit that is immediately distributable must be obtained
                  in writing within the 90-day period ending on the Annuity
                  Starting Date. However, the Participant will not be required
                  to consent to a distribution that is required by Code
                  ss.401(a)(9) or ss.415.

         (e)      NOTIFICATION REQUIREMENTS: The Administrator must notify the
                  Participant of the right to defer any distribution until the
                  benefit is no longer immediately distributable. Notification
                  will include a general explanation of the material features
                  and relative values of the optional forms of benefit available
                  under the Plan in a manner that would satisfy the notice
                  requirements of Code ss.417(a)(3); and will be provided no
                  less than 30 days or more than 90 days prior to the Annuity
                  Starting Date.

         (f)      WAIVER OF 30-DAY REQUIREMENT: For Plan Years beginning on or
                  after January 1, 1997, distribution of a Participant's benefit
                  may begin less than 30 days after the notice in paragraph (e)
                  is given, provided (1) the Administrator clearly informs the
                  Participant that the Participant has a right to a period of at
                  least 30 days after receiving notice to consider the decision
                  of whether or not to elect a distribution; (2) the
                  Participant, after receiving the notice, affirmatively elects
                  a distribution or a particular distribution option.

         (g)      CONSENT NOT NEEDED ON PLAN TERMINATION: If upon Plan
                  termination neither the Employer nor an Affiliated Employer
                  maintains another defined contribution plan other than an
                  employee stock ownership plan (ESOP) as defined in Code
                  ss.4975(e)(7), the Participant's benefit will, without the
                  Participant's consent, be distributed to the Participant. If
                  the Employer or an Affiliated Employer maintains another
                  defined contribution plan other than an ESOP, the
                  Participant's benefit will, without the Participant's consent,
                  be transferred to the other plan if the Participant does not
                  consent to an immediate distribution under this Section.

5.7      RESTORATION OF FORFEITED ACCOUNT BALANCE
         If a Participant who does not have a 100% Vested Interest in his or her
         Participant's Account terminates employment with the Employer and
         receives (or is deemed to have received) a distribution of such Vested
         Interest from the Plan, and such Participant is subsequently rehired by
         the Employer, his or her Participant's Account upon such reemployment
         will be administered in accordance with the following provisions:

         (a)      REEMPLOYMENT BEFORE FIVE CONSECUTIVE BREAKS IN SERVICE: If a
                  terminated Participant is reemployed before incurring five
                  consecutive Breaks in Service, such Participant's Account
                  balance will be restored in accordance with the following:

                  (1)      PARTIALLY VESTED PARTICIPANTS: If upon termination of
                           employment a Participant has at least a partially
                           Vested Participant's Account, then upon reemployment
                           by the Employer prior to incurring five consecutive
                           Breaks in Service, such Participant's Account balance
                           will be restored to the amount on the date of
                           distribution if the Participant repays to the Plan
                           the full amount of the distribution which was
                           attributable to Employer contributions. Repayment
                           must be made before the earlier of five years after
                           the first date on which the Participant is
                           subsequently re-employed by the Employer or the date
                           on which the Participant incurs five consecutive
                           Breaks in Service following the date of distribution.

                  (2)      NON-VESTED PARTICIPANTS: If upon termination of
                           employment a Participant's Vested Interest in his or
                           her Participant's Account is zero, such Participant
                           is deemed to have received a distribution of such
                           Vested Interest before the date he or she incurs five
                           consecutive Breaks in Service, and upon re-employment
                           with the Employer prior to incurring five consecutive
                           Breaks in Service, such Participant's Account balance
                           attributable to Employer contributions will be
                           restored to the amount on the date of the deemed
                           distribution.

                                     - 48 -


<PAGE>

                  (3)      SOURCE OF FUNDS: The Administrator, on a case-by-case
                           basis, may elect to restore a Participant's Account
                           balance under this Section by the use of Forfeitures,
                           by the use of earnings from non-segregated Trust Fund
                           accounts, by the use of Employer contributions, or by
                           the use of any combination thereof.

         (b)      REEMPLOYMENT AFTER FIVE CONSECUTIVE BREAKS IN SERVICE: If a
                  terminated Participant is reemployed by the Employer after
                  incurring five consecutive Breaks in Service, that portion, if
                  any, of his or her Participant's Account which was (or was
                  deemed to be) a Forfeiture will be permanently forfeited under
                  the terms of this Plan.

5.8      SPOUSAL CONSENT REQUIREMENTS
         A surviving Spouse's election not to receive a death benefit under
         Section 5.2 will not be effective unless (1) the election is in
         writing; (2) the election designates a specific Beneficiary or form of
         benefit which may not be changed without spousal consent (or the
         Spouse's consent expressly permits designations by the Participant
         without any requirement of further spousal consent); and (3) the
         Spouse's consent acknowledges the effect of the election and is
         witnessed by the Administrator or a notary public.

5.9      APPLICATION OF CODE SS.401(A)(9) REQUIREMENTS
         All distributions made under the terms of the Plan will be determined
         and made in accordance with the regulations issued under Code
         ss.401(a)(9), including the minimum distribution incidental benefit
         requirement of regulation ss.1.401(a)(9)-2, and any provisions in this
         Plan which reflect Code ss.401(a)(9) will override any distribution
         options which are inconsistent with such Code section and regulations.
         If Participant's Vested Aggregate Account is paid in a form that is
         based on life expectancies through other than the purchase of an
         immediate annuity, the joint life expectancies of the Participant and
         his or her Spouse will only be recalculated annually if the Participant
         elects the recalculation method of determining life expectancy. In the
         case of any other Beneficiary, life expectancy will be calculated at
         the time payment first commences, and payments for any 12-consecutive
         month period will be based on such life expectancy minus the number of
         whole years passed since distribution first commenced.

5.10     STATUTORY COMMENCEMENT OF BENEFITS
         Unless a Participant otherwise elects, distribution of his or her
         benefit must begin no later than the 60th day after the latest of the
         close of the Plan Year in which the Participant (1) reaches the earlier
         of Age 65 or Normal Retirement Age; (2) reaches the 10th anniversary of
         the year the Participant commenced Plan participation; or (3)
         terminates service with the Employer. However, the failure of a
         Participant to consent to a distribution while a benefit is immediately
         distributable within the meaning of Section 5.6 will be deemed to be an
         election to defer commencement of payment of any benefit sufficient to
         satisfy this Section. If this Plan provides for early retirement, a
         Participant who satisfies the service requirement for early retirement
         prior to Termination of Employment will be entitled to receive his or
         her Vested Aggregate Account, if any, upon satisfaction of the age
         requirement for early retirement.

5.11     SEGREGATION OF BENEFIT BEFORE DISTRIBUTION
         With respect to that portion of a Participant's Vested Aggregate
         Account which the Participant is not permitted to self-direct under
         Section 7.15, as of the Valuation Date coinciding with or next
         following the date a Participant terminates employment with the
         Employer for any reason, the Administrator will, until a distribution
         is made to the Participant or the Participant's Beneficiary under the


                                     - 49 -


<PAGE>

         Plan, direct the Trustee in a uniform nondiscriminatory manner to
         either (1) invest such Vested Aggregate Account determined as of such
         Valuation Date in a separate interest bearing account; or (2) leave
         such Vested Aggregate Account as part of the general Trust Fund, in
         which case such account will share in the allocation of earnings and
         losses under Section 3.3(a).

5.12     DISTRIBUTION IN EVENT OF INCAPACITY
         If any person who is entitled to receive a distribution of benefits
         (the "Payee") suffers from a Disability or is under a legal incapacity,
         payments may be made in one or more of the following ways as directed
         by the Administrator: (a) to the Payee directly; (b) to the guardian or
         legal representative of the Payee's person or estate; (c) to a relative
         of the Payee, to be expended for the Payee's benefit; or (d) to the
         custodian of the Payee under any Uniform Transfers to Minors Act or
         under any Uniform Gifts To Minors Act. The Administrator's
         determination of the minority or incapacity of any payee will be final.

5.13     MISSING PARTICIPANTS AND UNCLAIMED BENEFITS
         Neither the Trustee nor the Administrator will be required to search
         for or ascertain the whereabouts of any Participant or Beneficiary.
         With respect to a Participant or Beneficiary who has not claimed any
         benefit (the "missing payee") to which such missing payee is entitled,
         and with respect to any Participant or Beneficiary who has not
         satisfied the administrative requirements for benefit payment, the
         following provisions will apply:

         (a)      ATTEMPT TO CONTACT AND FORFEITURE OF BENEFIT: The
                  Administrator will notify a missing payee that he or she is
                  entitled to a distribution under the Plan, by certified or
                  registered mail addressed to the missing payee's last known
                  address. The Administrator, in its sole discretion, may also
                  utilize other methods of locating a missing payee, including
                  letter forwarding programs offered by the Internal Revenue
                  Service or the Social Security Administration, or internet or
                  other search services offered by the Pension Benefit Guaranty
                  Corporation (PBGC) if such services are made available to
                  defined contributions plans; or by placing public notices in a
                  local newspaper. If a missing payee fails to make his or her
                  whereabouts known in writing to the Trustee or Administrator
                  or otherwise fails to claim a benefit, or the administrative
                  requirements for benefit payment for any payee are not
                  satisfied, upon the earlier to occur of (1) the later of the
                  date the Plan is terminated or discontinued or six months from
                  the date the notice was mailed or (2) the date which is two
                  years from the date the notice was mailed, the Administrator
                  may, but will not be required to, treat the payee's benefit as
                  a forfeiture, subject to paragraphs (b) and (c) below.

         (b)      ALTERNATIVE METHODS TO FORFEITURE: In lieu of Forfeiture under
                  paragraph (a), the Administrator may elect one the following
                  alternatives described below:

                  (1)      DIRECT ROLLOVER TO IRA: If a Participant's Vested
                           Aggregate Account balance (determined before taking
                           into account his or her Rollover Account and
                           Voluntary Employee Contribution Account) on the date
                           he or she terminated employment with the Employer
                           does not exceed $5,000 (or such lesser amount as may
                           be designated by the Administrator), the
                           Administrator may elect to make distribution
                           hereunder in the form of a direct rollover to an
                           individual retirement account (IRA) if the IRA can be
                           established by the Administrator at a qualified
                           financial institution. In establishing the IRA on
                           behalf of the Participant or other payee, the


                                     - 50 -


<PAGE>

                           Administrator will select an IRA trustee, custodian
                           or issuer unrelated to the Employer or the
                           Administrator and will make the initial investment
                           choices for the IRA. The default direct rollover will
                           occur not less than 30 days and not more than 90 days
                           after the Code ss.402(f) notice with the explanation
                           of the default direct rollover is provided to the
                           Participant or other payee.

                  (2)      ESCHEAT TO THE STATE: The Administrator may elect to
                           escheat the payee's benefit to the state in which the
                           Sponsor's principal place of business is located.

                  (3)      OTHER METHODS OF DISTRIBUTION: The Administrator may
                           elect to distribute a payee's benefit by any other
                           method approved by the United States Department of
                           the Treasury and/or by the United States Department
                           of Labor.

         (c)      CONDITIONS FOR RESTORATION OF FORFEITED BENEFIT: If a payee
                  whose benefit has been forfeited under paragraph (a) is
                  located, or if a payee whose benefit has been forfeited under
                  paragraph (a) for failure to satisfy the administrative
                  requirements for benefit payment subsequently satisfies the
                  administrative requirements for benefit payment and claims his
                  or her benefit, and if the Plan has not terminated (or if the
                  Plan has, all benefits have not yet been paid), then the
                  benefit will be restored. The Administrator, on a case-by-case
                  basis, may elect to restore the benefit by the use of either
                  earnings from non-segregated Trust Fund assets, or Employer
                  contributions, or any combination thereof. However, if such
                  missing payee has not been located by the time the Plan
                  terminates and all benefits are distributed, the Forfeiture of
                  such unpaid benefit will be irrevocable.

5.14     DIRECT ROLLOVERS
         A distributee may elect to have all or any portion of an eligible
         rollover distribution paid directly to an eligible retirement plan
         specified by the distributee in a direct rollover, which is a payment
         by the Plan to the eligible retirement plan specified by the
         distributee.

         (a)      ELIGIBLE ROLLOVER DISTRIBUTION: An eligible rollover
                  distribution is any distribution of all or any portion of the
                  balance to the credit of the distributee, except that an
                  eligible rollover distribution does not include (1) any
                  distribution that is one of a series of substantially equal
                  periodic payments (not less frequently than annually) made for
                  the life (or life expectancy) of the distributee or for the
                  joint lives (or joint life expectancies) of the distributee
                  and the distributee's designated beneficiary, or for a
                  specified period of ten years or more; (2) any distribution to
                  the extent such distribution is required under Code
                  ss.401(a)(9); (3) the portion of any distribution that is not
                  includible in gross income (determined without regard to the
                  exclusion for net unrealized appreciation on Employer
                  securities); and (4) the portion of any distribution made on
                  or after January 1, 2000 which is attributable to a hardship
                  distribution described in Code ss.401(k)(2)(B)(i)(IV).

         (b)      ELIGIBLE RETIREMENT PLAN: An eligible retirement plan is an
                  individual retirement account described in Code ss.408(a), an
                  individual retirement annuity described in Code ss.408(b), an
                  annuity plan described in Code ss.403(a), or a qualified trust
                  described in Code ss.401(a), that accepts the distributee's
                  eligible rollover distribution. However, in the case of an
                  eligible rollover distribution to the surviving Spouse, an
                  eligible retirement plan is an individual retirement account
                  or individual retirement annuity.

         (c)      DEFINITION OF DISTRIBUTEE: For purposes of this Section, a
                  distributee includes an Employee or former Employee. In
                  addition, an Employee's or former Employee's surviving Spouse
                  and an Employee's or former Employee's Spouse or former Spouse
                  who is the alternate payee under a qualified domestic
                  relations order as defined in Code ss.414(p), are distributees
                  with regard to the interest of the Spouse or former Spouse.

5.15     DISTRIBUTION OF PROPERTY
         The determination to pay all or a part of a lump sum in property will
         be made by the Administrator in its sole discretion applied in a
         non-discriminatory manner that does not discriminate in favor of Highly
         Compensated Employees; except that if this is an amended or restated


                                     - 51 -


<PAGE>

         Plan, the payee will have the right to elect a full or partial
         distribution in property within the period described in Section
         9.1(a)(2) if the Plan as in effect one day prior to this amendment or
         restatement provided for a property distribution at the payee's option.

5.16     DISTRIBUTIONS SUBJECT TO CODE SS.401(A)(11) REQUIREMENTS
         Unless a cash-out occurs under Section 5.5 or unless otherwise elected
         under paragraph (c) below, upon distribution of a Participant's Vested
         Aggregate Account for any reason, any portion thereof which was
         transferred to this Plan in a trustee to trustee transfer from a money
         purchase plan, a target benefit plan, a defined benefit plan, or a
         profit sharing plan which was subject to requirements of Code
         ss.401(a)(11) at the time of the transfer, or any portion thereof which
         is to be distributed in an optional form protected under this Plan and
         which is subject to the requirements of Code ss.401(a)(11), will be
         distributed in accordance with the following provisions:

         (a)      DISTRIBUTIONS OTHER THAN DEATH: Any portion of a Participant's
                  benefit which is distributed under Sections 5.1, 5.3 or 5.4
                  and which is subject to the requirements of this Section will
                  be distributed as a Qualified Joint and Survivor Annuity if
                  the Participant is married on the Annuity Starting Date and
                  has not died before such date. If the Participant is unmarried
                  on the Annuity Starting Date and has not died before such
                  date, any such portion of the Participant's benefit will be
                  distributed as a life annuity. If a Participant elects not to
                  receive the annuity of form of payment described above, any
                  portion of the Participant's benefit that is subject to the
                  requirements of this Section will be distributed in the manner
                  described in Sections 5.1, 5.3 or 5.4 of the Plan, as
                  applicable.

         (b)      DISTRIBUTIONS UPON DEATH: Notwithstanding any other
                  Beneficiary designation made by a Participant, if a
                  Participant is married on the date of his or her death and
                  dies before the Annuity Starting Date, the Participant's
                  surviving Spouse will, with respect to any portion of a
                  deceased Participant's benefit which is subject to the
                  requirements of this Section, receive a minimum death benefit
                  as a Qualified Preretirement Survivor Annuity unless such
                  annuity has been waived under paragraph (c) below, in which
                  event any such death benefit will be distributed to the
                  surviving Spouse in the manner described in Section 5.2. Any
                  portion of a deceased Participant's death benefit which a
                  non-Spouse Beneficiary is entitled to receive under Section
                  4.3 and which is subject to the requirements of this Section
                  will be distributed in the manner described in Section 5.2(c).

         (c)      SPOUSAL CONSENT REQUIRED TO WAIVE QJSA AND QPSA REQUIREMENTS:
                  A married Participant's election not to receive a Qualified
                  Joint and Survivor Annuity (QJSA) or a Qualified
                  Pre-retirement Survivor Annuity (QPSA) as set forth in
                  paragraph (a) above, or an unmarried Participant's election
                  not to receive a life annuity as set forth in paragraph (a)
                  above, must be made in accordance with the following
                  provisions:

                  (1)      ELECTION NOT TO RECEIVE A QJSA: A Participant's
                           election not to receive a Qualified Joint and
                           Survivor Annuity or a life annuity as set forth in
                           paragraph (a) must be in writing and must be made
                           during the 90-day period ending on the Annuity
                           Starting Date. Such election may be revoked in
                           writing and a new election made at any time and any
                           number of times during the election period.

                  (2)      ELECTION NOT TO RECEIVE A QPSA: A Participant's
                           election not to receive a Qualified Preretirement
                           Survivor Annuity as set forth in subparagraph (2)
                           must be in writing and must be made during an
                           election period beginning on the first day of the
                           Plan Year in which the Participant reaches Age 35 and
                           ending on the date of his or her death. The election


                                     - 52 -


<PAGE>

                           may be revoked in writing and a new election made at
                           any time and any number of times during the election
                           period. A Terminated Participant's election period
                           concerning his or her Vested Aggregate Account before
                           his or her termination will not begin later than such
                           date. Notwithstanding the foregoing, if the
                           Participant has not completed a Beneficiary
                           designation form specifying the time or form of
                           payment, the surviving Spouse may waive the Qualified
                           Preretirement Survivor Annuity.

                  (3)      SPECIAL PRE-AGE 35 QPSA ELECTION: A Participant who
                           has not yet reached Age 35 as of the end of any
                           current Plan Year may make a special election not to
                           receive a Qualified Preretirement Survivor Annuity
                           for the period beginning on the date of such election
                           and ending on the first day of the Plan Year in which
                           such Participant reaches Age 35. This election will
                           not be valid unless the Participant receives the same
                           written explanation of the Qualified Preretirement
                           Survivor Annuity as described in subparagraph (4).
                           Qualified Preretirement Survivor Annuity coverage
                           will be automatically reinstated as of the first day
                           of the Plan Year in which the Participant reaches Age
                           35. Any new election on or after such date will be
                           subject to the full requirements of this Section.

                  (4)      REQUIRED WRITTEN EXPLANATION: In connection with an
                           election not to receive a QJSA, the Administrator
                           will, no less than 30 days and no more than 90 days
                           prior to the Annuity Starting Date, provide the
                           Participant with a written explanation of the terms
                           and conditions of the QJSA; the Participant's right
                           to make (and the effect of) an election to waive the
                           QJSA; the rights of the Participant's Spouse; and the
                           right of the Participant to revoke such election (and
                           the effect thereof). In connection with an election
                           not to receive a QPSA, the Administrator will provide
                           each Participant within the Applicable Period as
                           defined in subparagraph (3) with a written
                           explanation of the QPSA in such terms and in such
                           manner as would be comparable to the written
                           explanation applicable to a QJSA as set forth in this
                           paragraph.

                  (5)      APPLICABLE PERIOD: The Applicable Period for a
                           Participant is whichever of the following periods
                           ends last: (1) the period beginning with the first
                           day of the Plan Year in which the Participant attains
                           Age 32 and ending with the close of the Plan Year
                           preceding the Plan Year in which the Participant
                           attains Age 35; (2) a reasonable period after the
                           individual becomes a Participant; (3) a reasonable
                           period ending after Code ss.401(a)(11) applies to the
                           Participant; or (4) a reasonable period ending after
                           Code ss.417(a)(5) ceases to apply to the Participant.
                           A reasonable period is the end of the two-year period
                           beginning one year prior to the date the applicable
                           event occurs, and ending one year after that date.

                  (6)      PARTICIPANTS WHO TERMINATE BEFORE AGE 35: In the case
                           of a Participant who separates from service before
                           the Plan Year in which the Participant reaches Age
                           35, the notice under subparagraph (4) will be
                           provided within the two year period beginning one
                           year prior to separation from service and ending one
                           year after such separation. If such Participant
                           thereafter returns to employment with the Employer,
                           the Applicable Period for such Participant will be
                           redetermined.

                  (7)      ELECTIONS MUST HAVE SPOUSAL CONSENT: A Participant's
                           election not to receive a Qualified Joint and
                           Survivor Annuity or a Participant's election not to
                           receive a Qualified Preretirement Survivor Annuity
                           will not be effective (1) unless the Participant's
                           Spouse consents in writing to the election; (2)


                                     - 53 -


<PAGE>

                           unless the election designates a specific Beneficiary
                           (or form of benefit) which may not be changed without
                           spousal consent (or the consent of the Spouse
                           expressly permits designations by the Participant
                           without any requirement of further spousal consent);
                           and (3) unless the Spouse's consent acknowledges the
                           effect of the election and is witnessed by the
                           Administrator or a notary public.

                  (8)      ADDITIONAL REQUIREMENTS FOR SPOUSAL CONSENT: A
                           Spouse's consent will not be required if there is no
                           Spouse or if the Spouse cannot be located, or if
                           there are other circumstances present which preclude
                           the necessity of such Spouse's consent. Any consent
                           by a Participant's Spouse (or establishment that
                           consent cannot be obtained) will be effective only
                           with respect to such Spouse. A consent that permits
                           designations by the Participant without any
                           requirement of further spousal consent must
                           acknowledge that the Spouse has the right to limit
                           consent to a specific Beneficiary, and a specific
                           form of benefit where applicable, and that the Spouse
                           voluntarily elects to relinquish either or both of
                           such rights. A revocation of a prior election may be
                           made by a Participant without the Spouse's consent at
                           any time before benefits begin. No consent obtained
                           under subparagraph (7) will be valid unless the
                           Participant has received notice as provided in
                           subparagraph (4).

         (d)      SPOUSAL CONSENT REQUIRED FOR IMMEDIATELY DISTRIBUTABLE
                  BENEFITS: Notwithstanding Section 5.6, a Participant's Spouse
                  must give written consent as set forth in paragraph (c) above
                  to the distribution of any portion of a Participant's Vested
                  Aggregate Account balance which is immediately distributable
                  and which at the time of distribution is subject to the
                  Qualified Joint and Survivor Annuity and Qualified
                  Preretirement Survivor Annuity requirements of Code
                  ss.401(a)(11), subject to the following provisions:

                  (1)      GENERAL REQUIREMENT: The consent of the Participant
                           and the Participant's Spouse (or where either the
                           Participant or the Participant's Spouse has died, the
                           survivor) must be obtained in writing within the
                           90-day period ending on the Annuity Starting Date.
                           However, (1) only the Participant need consent to the
                           distribution of a QJSA while the benefit is
                           immediately distributable; and (2) neither the
                           Participant nor the Participant's Spouse will be
                           required to consent to a distribution that is
                           required by Code ss.401(a)(9) or ss.415.

                  (2)      NOTIFICATION REQUIREMENTS: The Administrator must
                           notify the Participant and the Participant's Spouse
                           of the right to defer any such distribution until the
                           benefit is no longer immediately distributable. The
                           content of the notification must comply with all of
                           the requirements in Section 5.6(e), and must be
                           provided no less than 30 days or more than 90 days
                           prior to the Annuity Starting Date.

                  (3)      CONSENT NOT NEEDED ON PLAN TERMINATION: If this Plan
                           upon termination does not offer an annuity option
                           (purchased from a commercial provider), and neither
                           the Employer nor an Affiliated Employer maintains
                           another defined contribution plan other than an
                           employee stock ownership plan (ESOP) as defined in
                           Code ss.4975(e)(7), then such portion of the
                           Participant's benefit will, without the Participant's
                           consent, be distributed to the Participant. If the
                           Employer or an Affiliated Employer maintains another
                           defined contribution plan other than an ESOP, such
                           portion of the Participant's benefit will, without
                           the Participant's consent, be transferred to the
                           other plan if the Participant does not consent to an
                           immediate distribution as described in Section 5.6 of
                           the Plan.

                                     - 54 -


<PAGE>

5.17     FINANCIAL HARDSHIP DISTRIBUTIONS
         Subject to any rules or procedures that may be established by the
         Administrator under paragraph (g) below, a Participant who is still an
         Employee may withdraw up to 100% of his or her Elective Deferral
         Account (excluding any earnings allocated thereto) because of financial
         hardship. If permitted by the rules and procedures, such Participant
         may also withdraw up to 100% of the Vested Interest in his or her
         Matching Contribution Account and/or Non-Elective Contribution Account
         because of financial hardship. Unless modified by the rules and
         procedures, hardship distributions will be made in accordance with the
         following provisions:

         (a)      AMOUNT AND FORM OF DISTRIBUTION: The maximum amount
                  distributable will be based on the Participant's Account
                  balance as of the Valuation Date immediately preceding the
                  date of the request, and the amount actually distributed
                  cannot exceed the amount required to relieve the financial
                  hardship, including amounts necessary to pay any federal,
                  state or local income taxes or penalties reasonably
                  anticipated to result from the distribution. Distribution will
                  only be made to the Participant in one lump sum. The
                  Administrator, on a uniform nondiscriminatory basis, will
                  determine from which account any distribution hereunder will
                  be made.

         (b)      DEFINITION OF FINANCIAL HARDSHIP: Financial hardship means an
                  immediate and heavy financial need that the Participant lacks
                  available resources to satisfy. Only the following financial
                  needs will be considered immediate and heavy: (1) payment of
                  medical expenses within the meaning of Code ss.213(d) that are
                  incurred by the Participant, his or her Spouse or his or her
                  children; (2) the purchase (excluding mortgage payments) of a
                  principal residence for the Participant; (3) payment of
                  tuition and related educational fees for the next 12 months of
                  post-secondary education for the Participant, the
                  Participant's Spouse or the Participant's children; (4) 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; (5) payment of funeral
                  expenses for a member of the Participant's family; or (6) any
                  other immediate and heavy financial need of the Participant
                  that the Administrator determines on the basis of all relevant
                  facts and circumstances cannot be satisfied from other
                  resources reasonably available to the Participant.

         (c)      PARTICIPANT'S WRITTEN REPRESENTATIONS: Except as otherwise
                  provided in paragraph (d) below, a hardship distribution can
                  only be made to the extent a Participant's financial hardship
                  cannot be satisfied from other resources reasonably available
                  to the Participant, as determined by the Administrator on the
                  basis of all relevant facts and circumstances. However, the
                  Administrator may treat a distribution as necessary to satisfy
                  a financial hardship if the Administrator, in the absence of
                  actual knowledge to the contrary, elects to rely upon the
                  Participant's written representation that the financial
                  hardship cannot be relieved (1) through reimbursement or
                  compensation by insurance or otherwise; (2) by liquidation of
                  the Participant's assets, to the extent such liquidation would
                  not itself cause a financial hardship; (3) by cessation of the
                  Participant's Elective Deferrals or Voluntary Employee
                  Contributions to the Plan; or (4) by other distributions or
                  nontaxable (at the time of the loan) loans from any other
                  Employer-maintained plans or from any other employer, or by
                  borrowing from commercial sources on reasonable commercial
                  terms.

         (d)      SAFE HARBOR DEEMED DISTRIBUTIONS: With respect to a
                  distribution made for one of the reasons in paragraph (b)(1),
                  (2), (3) or (4), if the Administrator does not elect to rely
                  upon a Participant's written representation as set forth in
                  paragraph (c), or if the Administrator offers to rely upon a
                  Participant written representation and the Participant fails
                  to provide such written representation, then any such
                  distribution will be deemed to be necessary to satisfy a


                                     - 55 -


<PAGE>

                  financial hardship if the Participant has obtained all
                  distributions (other than financial hardship distributions)
                  and all nontaxable loans currently available under all plans
                  maintained by the Employer. Furthermore, if the Administrator
                  offers to rely on the written representation requirements of
                  paragraph (c) but the Participant elects not to comply with
                  such written requirements, and if any portion of the amount
                  distributed is from the Participant's Elective Deferral
                  Account, then the Participant cannot make Elective Deferrals
                  and Voluntary Employee Contributions to this Plan or any other
                  plan maintained by the Employer for at least 12 months after
                  receipt of the distribution; and for the Participant's taxable
                  year immediately following the taxable year of the hardship
                  distribution, the Participant cannot make Elective Deferrals
                  to this Plan or any other plan maintained by the Employer in
                  excess of the applicable limit under Code ss.402(g)(5) for
                  such taxable year, minus the amount of such Participant's
                  Elective Deferrals made for the taxable year in which the
                  financial hardship distribution was made.

         (e)      ORDER OF DISTRIBUTION: If hardship distributions are permitted
                  to be made from a Participant's Matching Contribution Account
                  and/or Non-Elective Contribution Account as well as from his
                  or her Elective Deferral Account, the Administrator will
                  determine the portion (including zero) of the distribution
                  that will be made from each such account, provided that any
                  such determination is made in a uniform nondiscriminatory
                  manner.

         (f)      RESTRICTION ON CERTAIN TRANSFERRED ASSETS: Notwithstanding any
                  provision in this Section, no hardship distribution can be
                  made with respect to benefits attributable to assets
                  (including post-transfer earnings thereon) and liabilities
                  that are transferred, within the meaning of Code ss.414(l), to
                  this Plan from a money purchase pension plan or target benefit
                  pension plan qualified under Code ss.401(a) (other than any
                  portion of those assets and liabilities that are attributable
                  to Voluntary Employee Contributions).

         (g)      ESTABLISHMENT OF ADMINISTRATIVE PROCEDURES: The Administrator
                  may, in a separate written document, establish rules or
                  procedures regarding hardship distributions under this
                  Section. Such separate written document, when properly
                  executed, will be deemed incorporated in this Plan. The rules
                  or procedures set forth therein may be modified or amended by
                  the Administrator without the necessity of amending this
                  Section of the Plan, but any such modifications must be
                  communicated to Participants in the manner described in
                  Section 8.9. Notwithstanding the foregoing, (1) a summary plan
                  description or summary of material modifications thereto in
                  which the rules or procedures regarding the making of hardship
                  distributions are described will be considered a separate
                  written document sufficient to satisfy the requirements
                  (including the execution requirement) of this paragraph; and
                  (2) any such rules or procedures that are established under
                  this paragraph must be applied in a uniform nondiscriminatory
                  manner.

5.18     IN-SERVICE DISTRIBUTIONS
         Except as may otherwise be permitted under Section 4.2, no
         distributions are permitted before a Participant terminates employment
         with the Employer.

5.19     DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS
         Elective Deferrals that exceed the Code ss.402(g)(5) dollar limitation
         will be deemed Excess Elective Deferrals, and all Excess Elective
         Deferrals, plus any income and minus any loss allocable thereto, will
         be distributed no later than April 15th to any Participant to whose
         account Excess Elective Deferrals were allocated for the preceding year
         and who claims Excess Elective Deferrals for such taxable year.
         Distribution of Excess Elective Deferrals will be made in accordance
         with the following provisions:

                                     - 56 -


<PAGE>

         (a)      ASSIGNMENT OF EXCESS ELECTIVE DEFERRALS: A Participant may
                  assign to this Plan any Excess Elective Deferrals made during
                  a taxable year of the Participant by notifying the
                  Administrator on or before April 15th of the amount of the
                  Excess Elective Deferrals to be assigned to the Plan. A
                  Participant will be deemed to notify the Administrator of any
                  Excess Elective Deferrals that arise by taking into account
                  only those Elective Deferrals made to this Plan and any other
                  plans of the Employer.

         (b)      TREATMENT AS ANNUAL ADDITIONS: Excess Elective Deferrals will
                  be treated as Annual Additions under Section 6.1 of the Plan
                  unless such amounts are distributed no later than the first
                  April 15th following the close of the Participant's taxable
                  year. Excess Elective Deferrals that are distributed after
                  April 15th are includible in the Participant's gross income in
                  the taxable year in which deferred and the taxable year in
                  which distributed.

         (c)      DETERMINATION OF INCOME OR LOSS: Excess Elective Deferrals
                  will be adjusted for any income or loss up to the end of the
                  Participant's taxable year and, at the discretion of the
                  Administrator, may be adjusted for income or loss up to the
                  date of distribution. The period between the end of the
                  Participant's taxable year and the date of distribution will
                  be referred to as the gap period, and any income earned
                  therein will be allocated at the discretion of the
                  Administrator applied consistently to all Participants and to
                  all corrective distributions for the taxable year. The income
                  or loss allocable to a Participant's Excess Elective Deferrals
                  will be the amount determined by either the method in
                  subparagraph (1) or subparagraph (2) below plus, if applicable
                  the amount determined in subparagraph (3) below:

                  (1)      The amount determined by multiplying the income or
                           loss allocable to the Participant's Elective
                           Deferrals for the taxable year (and the gap period)
                           by a fraction, the numerator of which is the
                           Participant's Excess Elective Deferrals for the year
                           and the denominator of which is (A) the Participant's
                           Elective Deferral Account balance as of the beginning
                           of the Participant's taxable year plus any Elective
                           Deferrals allocated to the Participant's Elective
                           Deferral Account during such taxable year and the gap
                           period, or (B) solely with respect to taxable years
                           beginning before January 1, 1992, the Participant's
                           Elective Deferral Account balance as of the end of
                           the Participant's taxable year, reduced by any gain
                           and increased by any loss allocable thereto during
                           the taxable year; or

                  (2)      The amount determined by any reasonable method of
                           allocating income or loss to Excess Elective
                           Deferrals for the taxable year and for the gap period
                           provided the method used is the same method used by
                           this Plan for allocating income or losses to
                           Participant's Accounts; and

                  (3)      10% of the amount determined under (1) multiplied by
                           the number of whole months between the end of the
                           Participant's taxable year and the distribution date,
                           counting the month of distribution if it occurs after
                           the 15th of such month.

         (d)      SOURCE OF DISTRIBUTION: Distribution of Excess Elective
                  Deferrals will be taken from a Participant's investment
                  options based on rules established by the Administrator.

5.20     DISTRIBUTION OF EXCESS CONTRIBUTIONS
         Excess Contributions, plus any income and minus any loss allocable
         thereto, will be distributed no later than the last day of each Plan
         Year to Participants to whose accounts such Excess Contributions were
         allocated for the preceding Plan Year. The amount of Excess
         Contributions to be distributed to a Participant under this Section
         will be reduced by any Excess Elective Deferrals previously distributed


                                     - 57 -


<PAGE>

         to the Participant under Section 5.19 for the Participant's taxable
         year ending with or within the Plan Year. Distribution of Excess
         Contributions will be made in accordance with the following provisions:

         (a)      ALLOCATION TO HIGHLY COMPENSATED EMPLOYEES: Excess
                  Contributions will be allocated to the Highly Compensated
                  Employees with the largest amounts of Employer contributions
                  taken into account in calculating the ADP Test for the year in
                  which the Excess Contributions arose, beginning with the HCE
                  with the largest amount of such Employer contributions and
                  continuing in descending order until all the Excess
                  Contributions have been allocated. For purposes of the
                  preceding sentence, the "largest amount" is determined after
                  distribution of any Excess Deferrals. If excess amounts are
                  distributed more than 2 1/2 months after the last day of the
                  Plan Year in which they arose, a 10% excise tax will be
                  imposed on the Employer. Excess Contributions will be treated
                  as Annual Additions pursuant to Section 6.1.

         (b)      DETERMINATION OF INCOME OR LOSS: Excess Contributions will be
                  adjusted for any income or loss up to the end of the Plan Year
                  and, at the discretion of the Administrator, may be adjusted
                  for income or loss up to the date of distribution. The period,
                  if any, between the end of the Plan Year and the date of
                  distribution will be referred to as gap period, and any income
                  earned therein will be allocated at the Administrator's
                  discretion applied consistently to all Participants and to all
                  corrective distributions made for the Plan Year. The income or
                  loss allocable to each Participant's Excess Contributions will
                  be the amount determined by either the method in subparagraph
                  (1) or subparagraph (2) plus, if applicable, the amount
                  determined under subparagraph (3), as follows:

                  (1)      The amount determined by multiplying the income or
                           loss allocable to the Participant's Elective
                           Deferrals (and, if applicable, QNECs or QMACs, or
                           both) for the Plan Year (and the gap period, if
                           applicable) by a fraction, the numerator of which is
                           the Participant's Excess Contributions for the year
                           and the denominator of which is (A) the Participant's
                           Elective Deferral Account balance (and QNECs or
                           QMACs, or both, if any of such contributions are used
                           in the ADP test) as of the beginning of the Plan Year
                           plus any Elective Deferrals (and QNECs or QMACs, or
                           both, if any of such contributions are included in
                           the ADP test) allocated to the Participant during
                           such Plan Year and the gap period, if applicable, or
                           (B) solely with respect to Plan Years beginning
                           before January 1, 1992, the Participant's Elective
                           Deferral Account balance (and QNECs or QMACs or both,
                           if any such contributions are included in the ADP
                           Test) as of the end of the Plan Year reduced by any
                           gain and increased by any loss allocable thereto
                           during the Plan Year; or

                  (2)      The amount determined by any reasonable method of
                           allocating income or loss to the Participant's
                           Elective Deferrals (and if applicable, QNECs or
                           QMACS, or both) for the Plan Year and for the gap
                           period provided the method used is the same method
                           used for allocating income or losses to Participants'
                           Accounts; and

                  (3)      10% of the amount determined under (1) multiplied by
                           the number of whole months between the end of the
                           Plan Year and the distribution date, counting the
                           month of distribution if it occurs after the 15th of
                           such month.

         (c)      ACCOUNTING FOR EXCESS CONTRIBUTIONS: Excess Contributions will
                  be distributed from the Participant's Elective Deferral
                  Account and Qualified Matching Contribution Account in
                  proportion to the Participant's Elective Deferrals and
                  Qualified Matching Contributions (to the extent used in the


                                     - 58 -


<PAGE>

                  ADP Test) for the Plan Year. Excess Contributions will be
                  distributed from the Participant's Qualified Non-Elective
                  Contribution Account only to the extent the Excess
                  Contributions exceed the balance in the Participant's Elective
                  Deferral Account and Qualified Matching Contribution Account.

         (d)      SOURCE OF DISTRIBUTION: Distribution of Excess Contributions
                  will be taken from a Participant's investment options based on
                  rules established by the Administrator.

5.21     DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS
         All Excess Aggregate Contributions (plus any income and minus any loss
         allocable thereto) which are not Vested will be used to reduce Employer
         contributions for the current Plan Year or a future Plan Year. All
         Excess Aggregate Contributions (plus any income and minus any loss
         allocable thereto) which are Vested will be distributed no later than
         the last day of each Plan Year to Participants to whose Accounts Excess
         Aggregate Contributions were allocated for the preceding Plan Year.
         Distribution of Excess Aggregate Contributions will be made in
         accordance with the following provisions:

         (a)      ALLOCATION TO HIGHLY COMPENSATED EMPLOYEES: Excess Aggregate
                  Contributions will be allocated to the HCEs with the largest
                  Contribution Percentage Amounts taken into account in
                  calculating the ACP Test for the year in which the Excess
                  Aggregate Contributions arose, beginning with the HCE with the
                  largest amount of such Contribution Percentage Amounts and
                  continuing in descending order until all the Excess Aggregate
                  Contributions have been allocated. For purposes of the
                  preceding sentence, the "largest amount" is determined after
                  distribution of any Excess Contributions.

         (b)      EXCISE TAX ON CERTAIN DISTRIBUTIONS: If Excess Aggregate
                  Contributions are distributed more than 2 1/2 months after the
                  last day of the Plan Year in which they arose, a 10% excise
                  tax will be imposed on the Employer with respect to those
                  amounts.

         (c)      TREATMENT AS ANNUAL ADDITIONS: Excess Aggregate Contributions
                  will be treated as Annual Additions under Section 6.1.

         (d)      FORFEITURE OF CERTAIN MATCHING CONTRIBUTIONS: Matching
                  Contributions made on behalf of an Employee which are
                  attributable to Excess Elective Deferrals and Excess
                  Contributions will be treated as Forfeitures and will be used
                  in the manner described in Section 3.4(c).

         (e)      DETERMINATION OF INCOME: Excess Aggregate Contributions will
                  be adjusted for any income or loss up to the end of the Plan
                  Year and, at the discretion of the Administrator, may be
                  adjusted for income or loss up to the date of distribution.
                  The period between the end of the Plan Year and the date of
                  distribution will be referred to as the gap period, and any
                  income earned during the gap period will be allocated at the
                  discretion of the Administrator applied consistently to all
                  Participants and to all corrective distributions for the Plan
                  Year. The income or loss allocable to a Participant's Excess
                  Aggregate Contributions will be the amount determined by
                  either the method in subparagraph (1) or subparagraph (2)
                  plus, if applicable, the amount determined under subparagraph
                  (3):

                  (1)      The amount determined by multiplying the income or
                           loss allocable to the Participant's Voluntary
                           Employee Contributions, Matching Contributions (if
                           not used in the ADP Test), Qualified Non-Elective
                           Contributions and, to the extent applicable, Elective
                           Deferrals for the Plan Year (and the gap period, if
                           applicable) by a fraction, the numerator of which is


                                     - 59 -


<PAGE>

                           such Participant's Excess Aggregate Contributions for
                           the year and the denominator of which is (A) the
                           Participant's Account balance(s) attributable to
                           Contribution Percentage Amounts as of the beginning
                           of the Plan Year, plus any additional amounts
                           attributable to Contribution Percentage Amounts
                           allocated to the Participant during such Plan Year
                           and the gap period, if applicable, or (B) solely with
                           respect to Plan Years beginning before January 1,
                           1992, the Participant's Account balance attributable
                           to Contribution Percentage Amounts as of the end of
                           the Plan Year, reduced by any gain and increased by
                           any loss allocable thereto during the Plan Year; or

                  (2)      The amount determined by any reasonable method of
                           allocating income or loss to the Participant's
                           Voluntary Contributions, Matching Contributions and
                           Qualified Non-Elective Contribution for the Plan Year
                           and for the gap period, if applicable, provided the
                           method used is the same one used for allocating
                           income or losses to Participants' Accounts; and

                  (3)      10% of the amount determined under (1) multiplied by
                           the number of whole months between the end of the
                           Plan Year and the distribution date, counting the
                           month of distribution if it occurs after the 15th of
                           such month.

         (f)      ACCOUNTING FOR EXCESS AGGREGATE CONTRIBUTIONS: Excess
                  Aggregate Contributions will be forfeited if forfeitable, or
                  will be distributed on a pro-rata basis from the Participant's
                  Voluntary Employee Contribution Account, Matching Contribution
                  Account and Qualified Matching Contribution Account, and if
                  applicable, from the Qualified Non-Elective Contribution
                  Account or Elective Deferral Account, or from both.

         (g)      SOURCE OF DISTRIBUTION: Distribution of Excess Aggregate
                  Contributions will be taken from a Participant's investment
                  options based on rules established by the Administrator.

5.22     ELIMINATION OF CERTAIN FORMS OF PAYMENT
         The form or forms of distribution described in Section 5.1, 5.3 and 5.4
         are intended to satisfy the requirements of regulation ss.1.411(d)-4,
         Q&A-2(e). Accordingly, the form or forms of distribution described
         therein are intended to be the only form or forms of distribution
         permitted under this Plan, and subject to the provisions of Section
         9.1(a)(2), any other form of distribution permitted by the Plan on
         December 31, 2002 is eliminated.

                                     - 60 -


<PAGE>

                                    ARTICLE 6
                             CODE SS.415 LIMITATIONS

6.1      MAXIMUM ANNUAL ADDITION
         The maximum Annual Addition as defined in paragraph (c) below made to a
         Participant's various accounts maintained under the Plan for any
         Limitation Year beginning after December 31, 1986 will not exceed the
         lesser of the Dollar Limitation set forth in paragraph (a) or the
         Compensation Limitation set forth in paragraph (b), as follows:

         (a)      DOLLAR LIMITATION: For Limitation Years beginning after
                  December 31, 1994, the Dollar Limitation is $30,000 as
                  annually adjusted pursuant to Code ss.415(d).

         (b)      COMPENSATION LIMITATION: The Compensation Limitation is equal
                  to 25% of the Participant's Section 415 Compensation for the
                  Limitation Year. This limitation will not apply to any
                  contribution made for medical benefits within the meaning of
                  Code ss.419A(f)(2) after separation from service which is
                  otherwise treated as an Annual Addition or to any amount
                  treated as an Annual Addition under Code ss.415(l)(1).

         (c)      ANNUAL ADDITIONS: The term Annual Additions means the sum of
                  the following amounts credited to a Participant's Account for
                  the Limitation Year: (1) Employer contributions; (2) Employee
                  contributions; (3) Forfeitures; (4) amounts allocated after
                  March 31, 1984 to an individual medical account, as defined in
                  Code ss.415(l)(2), which is part of a pension or annuity plan
                  maintained by the Employer; and (5) amounts derived from
                  contributions paid or accrued after December 31, 1985, in
                  taxable years ending after such date, attributable to
                  post-retirement medical benefits, allocated to the separate
                  account of a key employee, as defined in Code ss.419A(d)(3),
                  under a welfare fund, as defined in Code ss.419(e), maintained
                  by the Employer. Annual Additions do not include a
                  Participant's rollovers, loan repayments, repayments of prior
                  Plan distributions or prior distributions of mandatory
                  contributions, direct transfers of contributions from another
                  plan to this Plan, deductible contributions to a SEP, or
                  voluntary deductible contributions.

6.2      ADJUSTMENTS TO MAXIMUM ANNUAL ADDITION
         In applying the limitation on Annual Additions set forth in Section
         6.1, the following adjustments must be made to the limitation:

         (a)      SHORT LIMITATION YEAR: In a Limitation Year of less than 12
                  months, the Defined Contribution Dollar Limitation in Section
                  6.1(a) will be adjusted by multiplying it by the ratio that
                  the number of months in the short Limitation Year bears to 12.

         (b)      MULTIPLE DEFINED CONTRIBUTION PLANS: If a Participant
                  participates in multiple defined contribution plans sponsored
                  by the Employer which have different Anniversary Dates, the
                  maximum Annual Addition in this Plan for the Limitation Year
                  will be reduced by the Annual Additions credited to the
                  Participant's accounts in the other defined contribution plans
                  in the Limitation Year. If a Participant participates in
                  multiple defined contribution plans sponsored by the Employer
                  which have the same Anniversary Date, (1) if only one of the
                  plans is subject to Code ss.412, Annual Additions will first
                  be credited to the Participant's account in the plan subject
                  to Code ss.412; and (2) if more than one of the plans is


                                     - 61 -


<PAGE>

                  subject to Code ss.412, the maximum Annual Addition in this
                  Plan for a given Limitation Year will be equal to the product
                  of the maximum Annual Addition for such Limitation Year minus
                  any other Annual Additions previously credited to the
                  Participant's account under clause (1), multiplied by the
                  ratio the Annual Additions which would be credited to a
                  Participant's accounts hereunder without regard to the
                  limitations in Section 6.1 bears to the Annual Additions for
                  all plans described in this clause (2).

6.3      MULTIPLE PLANS AND MULTIPLE EMPLOYERS
         All defined benefit plans (whether terminated or not) of the Employer
         will be treated as one defined benefit plan, and all defined
         contribution plans (whether terminated or not) of the Employer will be
         treated as one defined contribution plan. In addition, all Affiliated
         Employers will be considered a single employer.

6.4      ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS
         If for any Limitation Year the Annual Additions allocated to a
         Participant's Account exceeds the maximum amount permitted under
         Section 6.1 above because of an allocation of Forfeitures, a reasonable
         error in estimating a Participant's Compensation, a reasonable error in
         determining the amount of elective contributions (within the meaning of
         Code ss.402(g)(3)), or because of other limited facts and circumstances
         that the Commissioner finds justify the availability of the rules set
         forth in this Section, then such Participant's Account will be adjusted
         in accordance with the following provisions in order to reduce the
         excess Annual Additions:

         (a)      RETURN OF EMPLOYEE CONTRIBUTIONS: First, Voluntary Employee
                  Contributions, if any, and second, the amount of elective
                  deferrals and corresponding Employer matching contributions,
                  if any, to the extent that they would reduce the excess
                  amount, will be calculated. Such elective deferrals and
                  Voluntary Employee Contributions plus attributable earnings,
                  will be returned to the Participant. Any Employer matching
                  contribution amount will be applied as described in (b) or (c)
                  below, depending on whether the Participant is covered by the
                  Plan at the end of the Limitation Year.

         (b)      EXCESS USED TO REDUCE EMPLOYER CONTRIBUTIONS IF PARTICIPANT IS
                  STILL COVERED BY THE PLAN: If, after the application of
                  paragraph (a), an excess amount still exists and the
                  Participant is covered by the Plan at the end of the
                  Limitation Year, the excess amount in the Participant's
                  Account plus applicable earnings thereon, if any, will be used
                  to reduce Employer contributions (including any allocation of
                  Forfeitures) for such Participant in the next Limitation Year,
                  and in each succeeding Limitation Year if necessary.

         (c)      EXCESS USED TO REDUCE EMPLOYER CONTRIBUTIONS IF PARTICIPANT IS
                  NOT COVERED BY THE PLAN: If, after the application of
                  paragraph (a), an excess amount still exists and the
                  Participant is not covered by the Plan at the end of a
                  Limitation Year, the excess amount, plus applicable earnings
                  thereon, if any, will be held unallocated in a suspense
                  account. The suspense account will be applied to reduce future
                  Employer contributions (including the allocation of any
                  Forfeitures) for all remaining Participants in the next
                  Limitation Year, and in each succeeding Limitation Year if
                  necessary.

         (d)      SUSPENSE ACCOUNT: If a suspense account is in existence at any
                  time during a Limitation Year pursuant to this Section, such
                  suspense account will not participate in the allocation of the
                  Trust's investment gains and losses. If a suspense account is
                  in existence at any time during a particular Limitation Year,
                  all amounts in the suspense account must be allocated and
                  reallocated to Participants' Accounts before any Employer
                  Contributions or any Employee contributions may be made to the
                  Plan for that Limitation Year. Excess amounts may not be
                  distributed to Participants or former Participants.

6.5      MULTIPLE PLAN REDUCTION
         For Limitation Years beginning before January 1, 2000, if an Employee
         is, or has been, a Participant in one or more Employer-sponsored
         defined benefit plans and in one or more Employer-sponsored defined
         contribution plans, the sum of the defined benefit plan fraction and
         the defined contribution plan fraction for any Limitation Year may not
         exceed 1.0, determined in accordance with the following provisions:

                                     - 62 -


<PAGE>

         (a)      DEFINED BENEFIT FRACTION: The defined benefit fraction has as
                  its numerator the Participant's Projected Annual Benefits
                  determined as of the close of the Limitation Year and has as
                  its denominator the lesser of 125% of the dollar limitation
                  for the Limitation Year determined under Code ss.415(b) and
                  ss.415(d), or 140% of the amount which may be taken into
                  account under Code ss.415(b)(1)(B) for such Limitation Year.
                  However, with respect to anyone who was a Participant as of
                  the first day of the first Limitation Year beginning after
                  December 31, 1987, in one or more defined benefit plans
                  maintained by the Employer which were in existence on May 6,
                  1986, the denominator of the defined benefit fraction will not
                  be less than 125% of the Current Accrued Benefit.

         (b)      DEFINITIONS: The term Projected Annual Benefits means the
                  annual benefits payable to a Participant under all defined
                  benefit plans (whether terminated or not) of the Employer as
                  determined under regulation ss.1.415-7(b)(3); and the term
                  Current Accrued Benefit means a Participant's accrued benefit
                  under a defined benefit plan, determined as if the Participant
                  had separated from service as of the close of the last
                  Limitation Year beginning before January 1, 1987, when
                  expressed as an annual benefit within the meaning of Code
                  ss.415(b)(2). In determining a Participant's Current Accrued
                  Benefit, the Administrator will disregard any changes to the
                  Plan after May 5, 1986, and any cost of living adjustment
                  after May 5, 1986. The Current Accrued Benefit will only be
                  used as set forth above if the defined benefit plans
                  individually and in the aggregate satisfied the requirements
                  of Code ss.415 for all Limitation Years beginning before
                  January 1, 1987.

         (c)      DEFINED CONTRIBUTION FRACTION: The defined contribution
                  fraction has as its numerator the sum of the Annual Additions
                  to the Participant's Account under all the defined
                  contribution plans (whether terminated or not) maintained by
                  the Employer for the current Limitation Year and all prior
                  Limitation Years (including the Annual Additions attributable
                  to the Participant's non-deductible contributions to all
                  Employer maintained defined benefit plans, whether terminated
                  or not, and the Annual Additions attributable to all welfare
                  benefit funds, as defined in Code ss.419(e), and individual
                  medical accounts, as defined in Code ss.415(l)(2) maintained
                  by the Employer), and has as its denominator the sum of the
                  maximum aggregate amounts for the current Limitation Year and
                  all prior Limitation Years the Employee was employed by the
                  Employer (regardless of whether a defined contribution plan
                  was maintained by the Employer). The maximum permissible
                  aggregate amount in any Limitation Year is the lesser of (1)
                  125% of the dollar limitation in effect in Code
                  ss.415(c)(1)(A) for such Limitation Year determined without
                  regard to Code ss.415(c)(6) and adjusted per regulation
                  ss.1.415-7(d)(1) and Notice 83-10, or (2) 35% of the
                  Participant's Section 415 Compensation.

         (d)      TRANSITION RULE FOR DENOMINATOR: For defined contribution
                  plans in effect on or before July 1, 1982, the Administrator
                  may elect for any Limitation Year ending after December 31,
                  1982 that the denominator be the product of the denominator
                  for the Limitation Year ending in 1982 determined under the
                  law in effect for such Limitation Year, multiplied by the
                  Transition Fraction, which is a fraction which has as its
                  numerator the lesser of $51,875 or 1.4 multiplied by 25% of
                  the Participant's Section 415 Compensation for the Plan Year
                  ending in 1981, and which has as its denominator the lesser of
                  $41,500 or 25% of the Participant's Section 415 Compensation
                  for the Plan Year ending in 1981. In any Top Heavy Limitation
                  Year, $41,500 will be substituted for $51,875 in determining
                  the Transition Fraction unless the Extra Minimum Allocation is
                  being provided in Section 3.5. In a Super Top Heavy Plan Year,
                  $41,500 will always be substituted for $51,875.

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<PAGE>

         (e)      ADJUSTMENT OF FRACTION: If an Employee was a Participant as of
                  the end of the first day of the first Limitation Year
                  beginning after December 31, 1986 in one or more defined
                  contribution plans maintained by the Employer which were in
                  existence on May 6, 1986, the numerator of the defined
                  contribution fraction will be adjusted if the sum of such
                  defined contribution fraction and the defined benefit fraction
                  would otherwise exceed 1.0 under the terms of this Plan. Under
                  the adjustment, an amount equal to the product of the excess
                  of the sum of the defined benefit fraction and the defined
                  contribution fraction over 1.0 multiplied by the denominator
                  of the defined contribution fraction will be permanently
                  subtracted from the numerator of the defined contribution
                  fraction. The adjustment will be calculated using the
                  fractions as they would be computed as of the end of the last
                  Limitation Year beginning before January 1, 1987, disregarding
                  any changes in the terms and conditions of the Plan made after
                  May 5, 1986, but using the Code ss.415 limitation applicable
                  to the first Limitation Year beginning on or after January 1,
                  1987.

         (f)      TOP HEAVY ADJUSTMENTS: In any Top Heavy Limitation Year, 100%
                  will be substituted for 125% in paragraphs (a) and (c) unless
                  an eligible Non-Key Employee (1) is being provided a 7.5%
                  allocation under Section 3.5(d); or (2) is being provided a
                  retirement benefit under a defined benefit plan equal to 3% of
                  average monthly Code ss.415 Compensation. However, in any
                  Super Top Heavy Limitation Year (which means the Top Heavy
                  Ratio exceeds 90% for that Limitation Year), 100% will be
                  substituted for 125% in any event. If the 100% limitation is
                  exceeded for any Participant in any Limitation Year, then (1)
                  the Participant's accrued benefit in the defined benefit plan
                  will not be increased; (2) no Annual Additions may be credited
                  to the Participant's accounts under this Plan; and (3) the
                  Participant may not make any contributions, whether voluntary
                  or mandatory, to this Plan or any other Employer-sponsored
                  qualified plan.

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                                    ARTICLE 7
                              DUTIES OF THE TRUSTEE

7.1      APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION
         The Plan will have one or more individual Trustees, a corporate Trustee
         or any combination thereof appointed as follows:

         (a)      APPOINTMENT OF TRUSTEE: Each Trustee will be appointed by the
                  Sponsor and will serve until its successor has been named or
                  until such Trustee's resignation, death, incapacity, or
                  removal, in which event the Employer will name a successor
                  Trustee. The term Trustee will include the original and any
                  successor Trustees.

         (b)      RESIGNATION OF TRUSTEE: A Trustee may resign by giving 30 days
                  written notice in advance to the Sponsor, unless such notice
                  is waived by the Sponsor. The Sponsor may remove a Trustee any
                  time, with or without cause, by giving written notice of the
                  removal to the Trustee. Unless waived in writing by the
                  Sponsor, if any Trustee who is an Employee, a Self-Employed
                  Individual or an Owner-Employee resigns or terminates
                  employment with, or ownership of, the Sponsor or an Adopting
                  Employer for any reason, such termination will constitute an
                  immediate resignation as a Trustee of the Plan.

         (c)      SUCCESSOR TRUSTEE: Each successor Trustee will succeed to
                  title to the Trust by filing a written acceptance of
                  appointment with the former Trustee and the Sponsor. The
                  former Trustee, upon receipt of such acceptance, will execute
                  all documents and perform all acts necessary to vest the Trust
                  Fund's title of record in any successor Trustee. No successor
                  Trustee will be personally liable for any act or failure to
                  act of any predecessor Trustee.

         (d)      MERGER OF CORPORATE TRUSTEE: If any corporate Trustee, before
                  or after qualification, changes its name, consolidates or
                  merges with another corporation, or otherwise reorganizes, any
                  resulting corporation which succeeds to the fiduciary business
                  of such Trustee will become a Trustee hereunder in lieu of
                  such corporate Trustee.

7.2      INVESTMENT ALTERNATIVES OF THE TRUSTEE
         The Trustees will implement an investment program based on the
         Employer's investment objectives and the Employee Retirement Income
         Security Act. In addition to powers given by law, the Trustees may
         engage in the following investment activities on behalf of the Trust:

         (a)      PROPERTY: The Trustee may invest assets in any form of
                  property, including common and preferred stocks, exchange
                  covered call options, bonds, money market instruments, mutual
                  funds, savings accounts, certificates of deposit, Treasury
                  bills, insurance policies and contracts, or in any other
                  property, real or personal, foreign or domestic, having a
                  ready market including securities issued by an institutional
                  Trustee and/or affiliate of the institutional Trustee. An
                  institutional Trustee may invest in its own deposits if such
                  deposits bear a reasonable interest rate. The Trustee may
                  retain, manage, operate, repair, improve and mortgage or lease
                  for any period on such terms as it deems proper any real
                  estate or personal property held by the Trustee, including the
                  power to demolish any building or other improvements in whole
                  or part. The Trustee may erect buildings or other
                  improvements, make leases that extend beyond the term of this
                  Trust, and foreclose, extend, renew, assign, release or
                  partially release and discharge mortgages or other liens.

         (b)      POOLED FUNDS AND COMMON TRUSTS: If the Sponsor maintains more
                  than one qualified retirement plan, the assets of two or more
                  of such plans may be maintained by the Trustee in a single
                  trust established by the Sponsor. In addition, the Trustee may
                  transfer any Trust assets to a collective trust established to
                  permit the pooling of funds of separate pension and


                                     - 65 -


<PAGE>

                  profit-sharing trusts provided the Internal Revenue Service
                  has ruled such collective trust to be qualified under Code
                  ss.401(a) and exempt under Code ss.501(a) (or under the
                  applicable corresponding provision of any other Revenue Act)
                  or to any other common, collective, or commingled trust fund
                  which has been or may hereafter be established and maintained
                  by the Trustee and/or affiliates of an institutional Trustee.
                  Such commingling of assets of the Fund with assets of other
                  qualified trusts is specifically authorized, and to the extent
                  of the investment of the Trust Fund in such a group or
                  collective trust, the terms of the instrument establishing the
                  group or collective trust will be a part hereof as though set
                  forth herein.

         (c)      EMPLOYER STOCK: The Trustee may invest assets in the common
                  stock, debt obligations, or any other security issued by the
                  Employer within the limitations provided under ERISA ss.406,
                  ss.407 and ss.408 if such investment does not constitute a
                  prohibited transaction under Code ss.4975. Any such investment
                  will only be made upon written direction of the Employer,
                  which will be solely responsible for its propriety.

         (d)      CASH RESERVES: The Trustee may retain in cash such Trust Fund
                  assets as the Trustee may deem advisable to satisfy the
                  liquidity needs of the Plan and to deposit any cash held in
                  the Trust Fund in a bank account without liability for the
                  highest rate of interest available. If a bank is acting as
                  Trustee, such Trustee is specifically given authority to
                  invest in deposits of such Trustee. The Trustee may also hold
                  cash un-invested at any time and from time to time and in such
                  amount or to such extent as the Trustee deems prudent, and the
                  Trustee will not be liable for any losses that may be incurred
                  as the result of the failure to invest same, except to the
                  extent provided herein or in ERISA.

         (e)      REORGANIZATIONS, RECAPITALIZATIONS, CONSOLIDATIONS, SALES OR
                  MERGERS: The Trustee may join in or oppose the reorganization,
                  recapitalization, consolidation, sale or merger of
                  corporations or properties, upon such terms as the Trustee
                  deems wise.

         (f)      REGISTRATION OF SECURITIES: The Trustee may cause any
                  securities or other property to be registered in the Trustee's
                  own name or in the name of the Trustee's nominee or nominees,
                  and may hold any investments in bearer form, but the records
                  of the Trustee will at all times show all such investments as
                  part of the Trust Fund.

         (g)      PROXIES: The Trustee may vote proxies and if appropriate pass
                  them on to any investment manager which may have directed the
                  investment in the equity giving rise to the proxy.

         (h)      OWNERSHIP RIGHTS: The Trustee may exercise all ownership
                  rights with respect to any assets held in the Trust Fund.

         (i)      OTHER INVESTMENTS: The Trustee may accept and retain for such
                  time as the Trustee deems advisable any securities or other
                  property received or acquired as Trustee, whether or not such
                  securities or property would normally be purchased as
                  investments hereunder.

         (j)      KEY MAN INSURANCE: The Trustee, with the consent of the
                  Administrator, may purchase insurance Policies on the life of
                  any Participant whose employment is deemed to be key to the
                  Employer's financial success. Such key man Policies will be
                  deemed to be an investment of the Trust Fund and will be
                  payable to the Trust Fund as the beneficiary thereof. The
                  Trustee may exercise any and all rights granted under such
                  Policies. Neither the Trustee, Employer, Administrator, nor
                  any Fiduciary will be responsible for the validity of any


                                     - 66 -


<PAGE>

                  Policy or the failure of any insurer to make payments
                  thereunder, or for the action of any person which delays
                  payment or renders a Policy void in whole or in part. No
                  insurer that issues a Policy will be deemed a party to this
                  Plan for any purpose or to be responsible for its validity;
                  nor will it be required to look into the terms of the Plan nor
                  to question any action of the Trustee. The obligations of the
                  insurer will be determined solely by the Policy's terms and
                  any other written agreements between it and the Trustee. The
                  insurer will act only at the written direction of the Trustee,
                  and will be discharged from all liability with respect to any
                  amount paid to the Trustee. The insurer will not be obligated
                  to see that any money paid by it to the Trustee or any other
                  person is properly distributed or applied.

         (k)      LOANS TO THE TRUST: The Trustee may borrow or raise money for
                  purposes of the Plan in such amounts, and upon such terms and
                  conditions, as the Trustee deems advisable; and for any sum so
                  borrowed, the Trustee may issue a promissory note as Trustee,
                  and secure repayment of the loan by pledging all, or any part,
                  of the Trust Fund as collateral. No person lending money to
                  the Trustee will be bound to see to the application of the
                  money lent or to inquire into the validity or propriety of any
                  borrowing.

         (l)      AGREEMENTS WITH BANKS: The Trustee may with the consent of the
                  Sponsor and upon such terms as they deem necessary, enter into
                  an agreement with a bank or trust company providing for the
                  deposit of all or part of the Trust assets with such bank or
                  trust company, and the appointment of such bank or trust
                  company as the agent or custodian of the Trustees for
                  investment purposes, with such discretion in investing and
                  reinvesting the funds of the Trust as the Trustees deem it
                  necessary or desirable to delegate.

         (m)      LITIGATION: The Trustee may begin, maintain, or defend any
                  litigation necessary in connection with the administration of
                  the Plan, except that the Trustee will not be obliged or
                  required to do so unless indemnified to its satisfaction.

         (n)      CLAIMS, DEBTS OR DAMAGES: The Trustee may settle, compromise,
                  or submit to arbitration any claims, debts, or damages due or
                  owing to or from the Plan.

         (o)      MARGIN ACCOUNTS, OPTIONS AND COMMODITIES TRADING: The Trustee
                  may engage in the following activities: borrowing on margin,
                  buying options, writing covered options, options
                  spreads/straddles, and future/commodities trading.

         (p)      MISCELLANEOUS: The Trustee may do all such acts (including,
                  but not limited to, margin trading and futures and commodities
                  trading) and exercise all such rights, although not
                  specifically mentioned herein, as the Trustee deems necessary.
                  The Trustee will not be restricted to securities or other
                  property of the character expressly authorized by applicable
                  law for trust investments, provided the Trustee discharges its
                  duties with the care, skill, prudence, and diligence, under
                  the circumstances then prevailing, that a prudent person
                  acting in a like capacity and familiar with such matters would
                  use in the conduct of an enterprise of similar character and
                  with similar aims by diversifying the investments to minimize
                  the risks of large losses unless under the circumstances it is
                  clearly prudent not to do so.

7.3      VALUATION OF THE TRUST FUND
         On each Valuation Date, the Trustee will determine the net worth of the
         Trust Fund. The fair market value of securities listed on a registered
         stock exchange will be the prices at which they were last traded on
         such exchange preceding the close of business on the Valuation Date. If
         the securities were not traded on the Valuation Date, or if the
         exchange on which they are traded was not open for business on the
         Valuation Date, then the securities will be valued at the prices at


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<PAGE>

         which they were last traded prior to the Valuation Date. Any unlisted
         security will be valued at its bid price next preceding the close of
         business on the Valuation Date, which bid price will be obtained from a
         registered broker or an investment banker. To determine the fair market
         value of assets other than securities for which trading or bid prices
         can be obtained, the Trustee may use any reasonable method to determine
         the value of such assets, or may elect to employ one or more appraisers
         for that purpose and rely on the values established by such appraiser
         or appraisers.

7.4      COMPENSATION AND EXPENSES
         The Trustee, either from the Trust Fund or from the Employer, will be
         reimbursed for all of its expenses and will be paid reasonable
         compensation as agreed upon from time to time with the Employer; but no
         person who receives full-time pay from the Employer will receive any
         fees for services to the Plan as Trustee or in any other capacity.
         Expenses will be paid by each Adopting Employer in the ratio that each
         Adopting Employer's Participants' Accounts bears to the total of all
         the Participants' Accounts maintained by this Plan.

7.5      PAYMENTS FROM THE TRUST FUND
         The Trustee will pay Plan benefits and other payments as the
         Administrator directs, and except as provided by ERISA, the Trustee
         will not be responsible for the propriety of such payments. Any payment
         made to a Participant, or a Participant's legal representative or
         Beneficiary in accordance with the terms of the Plan will, to the
         extent of such payment, be in full satisfaction of all claims arising
         against the Trust, the Trustee, the Employer, and the Administrator.
         Any payment or distribution made from the Trust is contingent on the
         recipient executing a receipt and release acceptable to the Trustee,
         Administrator, or Employer.

7.6      PAYMENT OF TAXES
         The Trustee will pay all taxes of the Trust Fund, including property,
         income, transfer and other taxes which may be levied or assessed upon
         or in respect of the Trust Fund or any money, property or securities
         forming a part of the Trust Fund. The Trustee may withhold from
         distributions to any payee such sum as the Trustee may reasonably
         estimate as necessary to cover federal and state taxes for which the
         Trustee may be liable, which are, or may be, assessed with regard to
         the amount distributable to such payee. Prior to making any payment,
         the Trustee may require such releases or other documents from any
         lawful taxing authority and may require such indemnity from any payee
         or distributee as the Trustee deems necessary.

7.7      ACCOUNTS, RECORDS AND REPORTS
         The Trustee will keep accurate records reflecting its administration of
         the Trust Fund and will make them available to the Administrator for
         review and audit. At the request of the Administrator, the Trustee
         will, within 90 days of such request, file with the Administrator an
         accounting of its administration of the Trust Fund during such period
         or periods as the Administrator determines. The Administrator will
         review the accounting and notify the Trustee within 90 days if the
         report is disapproved, providing the Trustee with a written description
         of the items in question. The Trustee will have 60 days to provide the
         Administrator with a written explanation of the items in question. If
         the Administrator again disapproves of the report, the Trustee will
         file its accounting in a court of competent jurisdiction for audit and
         adjudication.

7.8      EMPLOYMENT OF AGENTS AND COUNSEL
         The Trustee may employ such agents, counsel, consultants, or service
         companies as it deems necessary and may pay their reasonable expenses
         and compensation. The Trustee will not be liable for any action taken
         or omitted by the Trustee in good faith pursuant to the advice of such
         agents and counsel. Any agent, counsel, consultant, service company
         and/or its successors will exercise no discretionary authority over
         investments or the disposition of Trust assets, and their services and
         duties will be ministerial only and will be to provide the Plan with
         those things required by law or by the terms of the Plan without in any


                                     - 68 -


<PAGE>

         way exercising any fiduciary authority or responsibility under the
         Plan. The duties of a third party administrator will be to safe-keep
         the individual records for all Participants and to prepare all required
         actuarial services and disclosure forms under the supervision of the
         Administrator and any Fiduciaries of the Plan. It is expressly stated
         that the third party administrator's services are only ministerial in
         nature and that under no circumstances will such third party
         administrator exercise any discretionary authority whatsoever over Plan
         Participants, Plan investments, or Plan benefits.

7.9      DIVISION OF DUTIES AND INDEMNIFICATION
         The division of duties and the indemnification of the Trustee of this
         Plan will be governed by the following provisions:

         (a)      NO GUARANTEE AGAINST LOSS: The Trustee will have the authority
                  and discretion to manage and control the Trust Fund to the
                  extent provided in this instrument, but does not guarantee the
                  Fund in any manner against investment loss or depreciation in
                  asset value, or guarantee the adequacy of the Fund to meet and
                  discharge all or any liabilities of the Plan. Furthermore, the
                  Trustee will not be liable for the making, retention or sale
                  of any investment or reinvestment made by it, as herein
                  provided, or for any loss to or diminution of the Fund, or for
                  any other loss or damage which may result from the discharge
                  of its duties hereunder, except to the extent it is judicially
                  determined that the Trustee failed to exercise the care,
                  skill, prudence and diligence under the circumstances then
                  prevailing that a prudent person acting in a like capacity and
                  familiar with such matters would use in the conduct of an
                  enterprise of like character and like aims.

         (b)      REPRESENTATIONS OF THE SPONSOR: The Sponsor warrants that all
                  directions issued to the Trustee by it or the Plan
                  Administrator will be in accordance with the terms of the Plan
                  and not contrary to the provisions of the Employee Retirement
                  Income Security Act of 1974 and the regulations issued
                  thereunder.

         (c)      DIRECTIONS BY OTHERS: The Trustee will not be answerable for
                  any action taken pursuant to any direction, consent,
                  certificate, or other paper or document on the belief that the
                  same is genuine and signed by the proper person. All
                  directions by the Employer, a Participant or the Plan
                  Administrator will be in writing. The Plan Administrator will
                  deliver to the Trustee certificates evidencing the individual
                  or individuals authorized to act as the Administrator and will
                  deliver to the Trustee specimens of their signatures.

         (d)      DUTIES AND OBLIGATIONS LIMITED BY THE PLAN: The duties and
                  obligations of the Trustee will be limited to those expressly
                  imposed upon it by this Plan or subsequently agreed upon by
                  the parties. Responsibility for administrative duties required
                  under the Plan or applicable law not expressly imposed upon or
                  agreed to by the Trustee, will rest solely with the Sponsor
                  and with the Administrator.

         (e)      INDEMNIFICATION OF TRUSTEE: The Trustee will be indemnified
                  and saved harmless by the Employer against any and all
                  liability to which the Trustee may be subjected, including all
                  expenses reasonably incurred in its defense, for any action or
                  failure to act resulting from compliance with the Employer's
                  instructions, the Employer's employees or agents, the
                  Administrator, or any other Plan Fiduciary, and for any
                  liability arising from the actions or non-actions of any
                  predecessor Trustees or Plan Fiduciary.

         (f)      TRUSTEE NOT RESPONSIBLE FOR APPLICATION OF PAYMENTS: The
                  Trustee will not be responsible in any way for the application
                  of any payments it is directed to make or for the adequacy of
                  the Fund to meet and discharge any and all liabilities under
                  the Plan.

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<PAGE>

         (g)      MULTIPLE TRUSTEES: If more than one Trustee is appointed, any
                  single Trustee may act independently in undertaking any act
                  and/or transaction on behalf of the Trust unless the Trustees
                  have agreed by a majority vote that a particular action,
                  including signing documents or checks, must be approved by a
                  majority vote before it can be undertaken.

         (h)      LIMITATION OF LIABILITY: No Trustee will be liable for the act
                  of any other Trustee or Fiduciary unless the Trustee has
                  knowledge of such act.

         (i)      TRUSTEE AS PARTICIPANT OR BENEFICIARY: Trustee will not be
                  prevented from receiving any benefits to which it may be
                  entitled as a Participant or Beneficiary in the Plan, so long
                  as the benefits are computed and paid on a basis that is
                  consistent with the terms of the Plan as applied to all other
                  Participants and Beneficiaries.

         (j)      NO SELF-DEALING: The Trustee will not (1) deal with the assets
                  of the Trust Fund in its own interest or for its own account;
                  (2) in its individual or in any other capacity, act in any
                  transaction involving the Trust Fund on behalf of a party (or
                  represent a party) whose interests are adverse to the
                  interests of the Plan, or its Participants or Beneficiaries;
                  or (3) receive any consideration for its own personal accounts
                  from any party dealing with the Plan in connection with a
                  transaction involving assets of the Trust Fund.

7.10     APPOINTMENT OF INVESTMENT MANAGER
         The Trustee, if so directed by the Sponsor, will appoint an Investment
         Manager to manage and control the investment of all or any portion of
         the Trust Fund. Each Investment Manager will be either (a) an
         investment advisor registered under the Investment Advisors Act of
         1940; (b) a bank as defined in that Act; or (c) an insurance company
         qualified to manage, acquire or dispose of any asset of the Trust under
         the laws of more than one state. An Investment Manager must acknowledge
         in writing that it is a Fiduciary. The Sponsor will enter into an
         agreement with an Investment Manager specifying the duties and
         compensation of the Investment Manager and further specifying any other
         terms and conditions under which the Investment Manager will be
         retained. The Trustee will not be liable for any act or omission of an
         Investment Manager, and will not be liable for following the advice of
         an Investment Manager with respect to any duties delegated by the
         Sponsor to the Investment Manager. The Sponsor will determine the
         portion of the Trust Fund to be invested by an Investment Manager and
         will establish investment objectives and guidelines for the Investment
         Manager to follow.

7.11     ASSIGNMENT AND ALIENATION OF BENEFITS
         Except as may otherwise be permitted under Code ss.401(a)(13)(C)
         effective August 5, 1997, or as may otherwise be permitted under a
         Qualified Domestic Relations Order as provided in Section 8.11, or as
         otherwise be permitted under Section 7.14 if loans to Participants are
         permitted, no right or claim to, or interest in, any part of the Trust
         Fund, or any payment therefrom, will be assignable, transferable, or
         subject to sale, mortgage, pledge, hypothecation, commutation,
         anticipation, garnishment, attachment, execution, or levy of any kind,
         and the Trustees will not recognize any attempt to assign, transfer,
         sell, mortgage, pledge, hypothecate, commute, or anticipate the same,
         except to the extent required by law.

7.12     EXCLUSIVE BENEFIT RULE
         All contributions made by an Employer (whether or not the Employer is
         an Affiliated Employer with one or more other Adopting Employers) to
         the Trust Fund will be used for the exclusive benefit of all
         Participants and their Beneficiaries and will not be used for nor
         diverted to any other purpose except the payment of the costs of
         maintaining the Plan.

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<PAGE>

7.13     PURCHASE OF INSURANCE
         Subject to any rules or procedures that may be established by the
         Administrator under paragraph (k) below, the Trustee may purchase life
         insurance Policies on the life of a Participant and/or the
         Participant's Spouse in accordance with the following provisions:

         (a)      OWNERSHIP OF POLICIES: All life insurance Policies will be
                  vested exclusively in the Trustee and will be payable to the
                  Trustee, subject to the rights of the Beneficiaries hereunder
                  unless the Trustee permits the designation of a named
                  beneficiary other than the Trustee. However, notwithstanding
                  the foregoing, no Trustee who is also a Participant may,
                  except in a fiduciary capacity, exercise any ownership rights
                  with respect to any Policy insuring the life of such Trustee
                  in his or her capacity as a Participant.

         (b)      PRIMARY LIMIT ON PREMIUMS: At the direction of the
                  Administrator, the Trustee will purchase Policies on the life
                  of the Participant, provided that the aggregate premiums on
                  ordinary life insurance Policies must be less than 50% of the
                  Participant's Account balance; (2) the aggregate premiums on
                  term life insurance Policies, universal life insurance
                  Policies and all other life insurance Policies which are not
                  ordinary life insurance Policies must be less than 25% of the
                  Participant's Account balance; and (3) the sum of one-half of
                  the premiums on ordinary life insurance Policies and the total
                  of all other life insurance premiums cannot exceed 25% of the
                  Participant's Account balance. For purposes of this Section,
                  an ordinary life insurance Policy is an insurance policy that
                  has a non-decreasing death benefit and also has a
                  non-increasing premium.

         (c)      ALTERNATE LIMIT ON PREMIUMS: Notwithstanding paragraph (a), a
                  Participant may elect that up to 100% of his or her Rollover
                  Account, and up to 100% of the portion of his or her Vested
                  Participant's Account that has accumulated in the Plan for at
                  least 2 years, be used to purchase Policies on the life of the
                  Participant's life, the life of the Participant's Spouse,
                  and/or the joint lives of the Participant and the
                  Participant's Spouse. Likewise, a Participant who has
                  participated in the Plan for at least 5 years may elect that
                  up to 100% of his or her Rollover Account, and up to 100% of
                  his or her Vested Participant's Account balance, be used to
                  purchase Policies on the life of the Participant, the life of
                  the Participant's Spouse, and/or the joint lives of the
                  Participant and his or her Spouse.

         (d)      PAYMENT OF PREMIUMS: If Employer contributions are inadequate
                  to pay all premiums on Policies, the Trustees may, at the
                  direction of the Plan Administrator, utilize other amounts
                  remaining in the Trust Fund to pay the premiums, allow the
                  Policies to lapse, reduce the Policies to a level at which
                  they may be maintained, or borrow against the Policies on a
                  prorated basis if borrowing does not discriminate in favor of
                  Policies issued on the lives of officers,
                  Shareholder-Employees and/or Highly Compensated Employees.

         (e)      PAYMENT OF PREMIUMS FROM LOANS: The Trustees may pay premiums
                  when due from the loan values of the Policies themselves if
                  (1) any such loan is made against all of the Policies in
                  proportion to their respective cash surrender values, and (2)
                  all such loans are repaid in proportion to the cash surrender
                  value of such Policies.

         (f)      POLICY DIVIDENDS: Any insurer payments that are paid to the
                  Trustee on account of experience credits, dividends, or
                  surrender or cancellation credits, will be applied by the
                  Employer within the current or next succeeding Plan Year
                  toward premiums due.

         (g)      CONFLICT WITH PLAN: Subject to the provisions of paragraph (j)
                  below, if the provisions of any insurance Policy purchased
                  hereunder conflict with the terms of this Plan, the provisions
                  of the Plan will control.

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<PAGE>

         (h)      DISPOSITION OF POLICIES UPON TERMINATION: If a Terminated
                  Participant's Vested Interest equals or exceeds the cash
                  surrender value of any Policies issued on his life, the
                  Trustee, with the consent of both the Administrator and the
                  Terminated Participant, will transfer such Policies to the
                  Terminated Participant, together with any restrictions the
                  Administrator may impose concerning the Terminated
                  Participant's right to surrender, assign, or otherwise realize
                  cash on such Policies prior to his Normal Retirement Date. If
                  the Terminated Participant's Vested Interest in his
                  Participant's Account is less than the cash surrender values
                  of such Policies, the Administrator may permit him to pay the
                  Trustee the sum required to make distribution equal to the
                  value of the Policies being assigned or transferred, or the
                  Trustee may borrow the cash surrender values of the Policies
                  from the insurer and then assign the Policies to the
                  Terminated Participant.

         (i)      DISPOSITION OF POLICIES AT RETIREMENT: When a Participant
                  retires, the Trustee, at the direction of the Administrator,
                  must, with respect to any Policies purchased on the life of
                  such Participant under paragraph (b), either (1) transfer them
                  to the Participant, (2) with the Participant's consent, borrow
                  their cash surrender values and transfer them to the
                  Participant subject to the loan, or (3) surrender them for
                  their cash surrender values. If options (2) or (3) are
                  elected, the cash surrender values will be added to the
                  Participant's Account for distribution in accordance with
                  Section 5.1.

         (j)      FIDUCIARIES AND INSURERS PROTECTED: Neither the Trustee,
                  Employer, Administrator, nor any Fiduciary will be responsible
                  for the validity of any Policy or the failure of any insurer
                  to make payments thereunder, or for the action of any person
                  which may delay payment or render a Policy void in whole or in
                  part. No insurer which issues a Policy will be deemed a party
                  to this Plan for any purpose or to be responsible for its
                  validity; nor will it be required to look into the terms of
                  the Plan nor to question any action of the Trustee. The
                  obligations of the insurer will be determined solely by the
                  Policy's terms and any other written agreements between it and
                  the Trustee. The insurer will act only at the written
                  direction of the Trustee, and will be discharged from all
                  liability with respect to any amount paid to the Trustee. The
                  insurer will not be obligated to see that any money paid by it
                  to the Trustee or any other person is properly distributed or
                  applied.

         (k)      ESTABLISHMENT OF ADMINISTRATIVE PROCEDURES: The Administrator
                  may in a separate written document establish rules or
                  procedures regarding the conditions under which Policies can
                  be purchased by the Trustee. Such separate written document,
                  when properly executed, will be deemed incorporated in this
                  Plan. The rules or procedures therein may be modified or
                  amended by the Administrator without the necessity of amending
                  this Section, but any such modifications must be communicated
                  to Participants in the manner described in Section 8.9.
                  Notwithstanding the foregoing, (1) a summary plan description
                  or summary of material modifications thereto in which the
                  rules or procedures regarding the purchase of insurance
                  Policies is described will be considered a separate written
                  document sufficient to satisfy the requirements (including the
                  execution requirement) of this paragraph; and (2) any rules or
                  procedures established under this paragraph must be applied by
                  the Administrator in a uniform nondiscriminatory manner.

7.14     LOANS TO PARTICIPANTS
         Subject to any rules or procedures set forth in a written loan policy
         that may be established by the Administrator under paragraph (m) below,
         the Trustee may permit loans to be made from the Trust Fund to
         Participants and Beneficiaries, and subject to any such rules or
         procedures, all loans will be made in accordance with the following
         provisions:

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         (a)      LOANS MUST BE NONDISCRIMINATORY: The Administrator will have
                  the sole right to approve or disapprove a loan application,
                  but loans will be made available to all Participants on a
                  reasonably equivalent basis. Loans will not be made available
                  to HCEs in an amount greater than the amount made available to
                  other Employees.

         (b)      LOANS TO OWNER-EMPLOYEES OR SHAREHOLDER-EMPLOYEES: No loan
                  will be made to or continued in effect for a Participant who
                  is or who becomes an Owner-Employee or a Shareholder-Employee
                  except to the extent any such loan is treated as a prohibited
                  transaction (if required) under Code ss.4975 or other
                  applicable Code provision.

         (c)      WRITTEN LOAN AGREEMENT: All loans must be evidenced by a
                  legally enforceable agreement (which may include more than one
                  document) set forth in writing or in such other form as may be
                  approved by the Internal Revenue Service, and the terms of
                  such agreement must specify the amount and term of the loan,
                  and the repayment schedule.

         (d)      MINIMUM PERMITTED LOAN AMOUNT: The Administrator, as part of
                  the written loan policy, may set a minimum permitted loan
                  amount not to exceed $1,000.

         (e)      MAXIMUM PERMITTED LOAN AMOUNT: No loan, when added to the
                  outstanding balance of all other loans to the Participant,
                  will exceed the lesser of (1) $50,000 reduced by the excess,
                  if any, of the Participant's highest outstanding balance of
                  loans during the 1-year period ending on the day before the
                  loan was made, over the Participant's outstanding balance of
                  loans on the day the loan was made; or (2) one-half of the
                  Participant's Vested Aggregate Account. However,
                  notwithstanding the limitation in (2), the Administrator may,
                  as part of a written loan policy, permit a Participant whose
                  Vested Aggregate Account balance is $20,000 or less to borrow
                  an amount that does not exceed the lesser of $10,000 or 100%
                  of the Participant's Vested Aggregate Account balance if
                  adequate security is provided on the loan amount in excess of
                  that determined in (2) above.

         (f)      AGGREGATION OF PLANS: In applying the limitations in paragraph
                  (e) above, all loans from all plans of the Employer and
                  Affiliated Employers will be aggregated. An assignment or
                  pledge of any portion of the Participant's Vested Aggregate
                  Account balance, and a loan, pledge, or assignment with
                  respect to any insurance contract purchased by the Plan, will
                  be treated as a loan under the terms of this Section.

         (g)      LOANS MUST BEAR REASONABLE INTEREST: Any loan must bear
                  interest at a rate reasonable at the time of application,
                  considering the purpose of the loan and the rate being charged
                  by representative commercial banks in the local area for a
                  similar loan, unless the Administrator sets forth a different
                  method for determining loan interest rates in its loan
                  procedures such as using the prime rate or some other rate
                  based on the prime rate. The loan agreement will also provide
                  for the payment of principal and interest not less frequently
                  than quarterly. Such interest will be credited either directly
                  to the Participant's Account, or in the alternative to the
                  general Trust Fund, as set forth in the loan policy.

         (h)      LOANS MUST BE SECURED: If a Participant's loan application is
                  approved by the Administrator, such Participant will be
                  required to execute a note, a loan agreement and an assignment
                  of his or her Vested Aggregate Account as collateral for the
                  loan. The Administrator, on a nondiscriminatory basis, may
                  permit a Participant to pledge outside security in lieu of
                  pledging his or her Vested Aggregate Account as collateral.

         (i)      TERMS OF REPAYMENT: The term of a loan will not exceed five
                  years except, if permitted by the loan policy, in the case of
                  a loan made for the purpose of acquiring any house, apartment,
                  condominium, or mobile home (not used on a transient basis)
                  which is used or is to be used within a reasonable time as the


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                  principal residence of the Participant. The term of a loan
                  will be determined by the Administrator considering the
                  maturity dates quoted by representative commercial banks in
                  the local area for a similar loan.

         (j)      SUSPENSION OF INSTALLMENT PAYMENTS: The loan policy may
                  provide that loan installment payments will be suspended as
                  permitted under Code ss.414(u)(4) effective December 12, 1994.
                  The loan policy may also provide that installment payments
                  will be suspended for a period not longer than one year in
                  which the Participant is on a leave of absence, either without
                  pay or at a rate of pay (after income and employment tax
                  withholding) that is less than the amount of the installment
                  payments required under the terms of the loan. However, even
                  if installments payment are suspended due to a leave of
                  absence, the loan must still be repaid by the latest date
                  permitted under the original terms of the loan and the
                  installments due after the leave ends (or, if earlier, after
                  the first year of the leave) must not be less than those
                  required under the original terms of the loan.

         (k)      LOANS MAY BE LIMITED TO HARDSHIP: The loan policy may provide
                  that loans will only be made to Participants who have a
                  financial hardship and lack available resources to satisfy the
                  hardship. The loan policy will set forth the criteria for
                  financial hardship.

         (l)      CONTRIBUTIONS THAT CAN BE LOANED: As part of the loan policy,
                  the Administrator may limit loans to a Participant's balance
                  in a specified account or accounts.

         (m)      ESTABLISHMENT OF ADMINISTRATIVE PROCEDURES: The Administrator
                  may, in a separate written loan policy, establish rules or
                  procedures regarding the conditions under which the Trustee
                  can make loans to Participants. Such separate written
                  document, when properly executed, will be deemed incorporated
                  in this Plan. The rules or procedures therein may be modified
                  or amended by the Administrator without the necessity of
                  amending this Section, but any such modifications must be
                  communicated to Participants in the manner described in
                  Section 8.9. Notwithstanding the foregoing, (1) a summary plan
                  description or summary of material modifications thereto in
                  which the rules or procedures regarding loans to Participants
                  are described will be considered a separate written document
                  sufficient to satisfy the requirements (including the
                  execution requirement) of this paragraph; and (2) any rules or
                  procedures established hereunder must be applied by the
                  Administrator in a uniform nondiscriminatory manner.

7.15     DIRECTED INVESTMENT ACCOUNTS
         Subject to any rules or procedures that may be established by the
         Administrator under paragraph (h) below, the Trustee may permit
         Participants to direct the investment of one or more of their accounts,
         and subject to any such rules or procedures, investment directives will
         be given in accordance with the following provisions:

         (a)      ACCOUNTS THAT CAN BE DIRECTED: The Administrator will
                  designate which accounts a Participant or other payee can
                  direct, and whether the Participant or payee can direct all or
                  only a portion of each such account. Any such designation can
                  be changed by the Administrator from time to time by
                  communicating new procedures to the Participants.

         (b)      INVESTMENT FUNDS: Any amount a Participant or other payee
                  directs will be put into a segregated investment selected by
                  the Participant; or alternative investment funds established
                  by the Trustee as part of the overall Trust Fund. Such
                  alternative investment funds will be under the full control
                  and management of the Trustee. Alternatively, if investments
                  outside the Trustee's control are allowed, Participants and


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<PAGE>

                  other payees may not direct that investments be made in
                  collectibles, other than U.S. Government gold and silver
                  coins. The Administrator or Trustee will have the authority to
                  refuse any investment directed by the Participant or other
                  payee if that investment would be administratively burdensome,
                  or if for any reason the Administrator or Trustee believes
                  such investment would or might constitute a prohibited
                  transaction as defined in ERISA ss.406 or Code ss.4975. In the
                  event a Participant or other payee fails to make a timely
                  investment election, at the Administrator's discretion either
                  no election will be deemed to have been made or the
                  Participant or other payee will be considered to have made an
                  election to invest 100% of his or her account in an investment
                  option, the primary objective of which is the preservation of
                  principal, until such time as an investment decision by the
                  Participant or other payee becomes effective.

         (c)      INVESTMENT DESIGNATION FORM: A Participant's investment
                  direction will be made in a form acceptable to, and in
                  accordance with procedures established by, the Administrator.
                  Unless changed by procedures established by the Administrator
                  and communicated to Participants and other payees, (1) a
                  Participant or other payee may change an investment election
                  by filing a new investment designation form with the
                  Administrator or the Administrator's designee; (2) any change
                  will be effective no later than the first day of the next
                  investment election period; and (3) investment election
                  periods will be established at the discretion of the
                  Administrator but in any event will occur no less frequently
                  than once in every 12-month period or, at the discretion of
                  the Administrator and the Trustee, once in every 3-month or
                  6-month period or at such other more frequent time which is
                  uniformly available as determined and promulgated by the
                  Administrator and the Trustee.

         (d)      TRANSFERS BETWEEN FUNDS: Unless changed by procedures
                  established by the Administrator and communicated to
                  Participants and other payees, if multiple investment fund
                  options are made available, a Participant or other payee may
                  elect to transfer all or part of his or her Account in one or
                  more of the investment funds from one investment fund to
                  another investment fund by filing an investment designation
                  form with the Administrator or with the Administrator's
                  designee within a reasonable administrative period prior to
                  the next period for which investment options may be elected to
                  be transferred. The funds will be transferred by the Trustee
                  or the Administrator's designee as soon as practicable prior
                  to, or by the start of, the new election period. If made
                  available, telephone or other electronic or computer transfers
                  will be permitted under uniform procedures approved adopted by
                  the Administrator and agreed to by the Trustee.

         (e)      ADMINISTRATOR RESPONSIBILITY: Either the Administrator or the
                  Administrator's designee will be responsible when transmitting
                  Employer and Employee contributions or other Trust Fund assets
                  to indicate the dollar amount which is to be credited to each
                  investment fund on behalf of each Participant or other payee.

         (f)      NO ADMINISTRATOR LIABILITY: Except as otherwise provided
                  herein, neither the Trustee, nor the Administrator, nor the
                  Employer, nor any Fiduciary of the Plan will be liable to the
                  Participant or other payee (or to his or her Beneficiaries)
                  for any loss resulting from action taken under this Section at
                  the direction of the Participant or other payee.

         (g)      CHARGES AND FEES: Any charge or fee which may be imposed by
                  the Trustee or by any broker, investment advisor, or
                  otherwise, including legal fees, incurred in connection with a
                  Participant's direction under this Section of any Plan account
                  maintained on the Participant's behalf may be charged to and
                  paid from the assets of such account.

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<PAGE>

         (h)      ESTABLISHMENT OF ADMINISTRATIVE PROCEDURES: All investment
                  designations made by Participants are to be made subject to
                  and in accordance with such rules or procedures as the
                  Administrator may adopt. At the discretion of the
                  Administrator and the Trustee, such rules or procedures will
                  permit sufficient selection among investment alternatives to
                  satisfy the provisions of DOL Regulation ss.2550.404(c)-1.
                  Such rules or procedures, when properly executed in a written
                  document, will be deemed incorporated in this Plan. The rules
                  or procedures therein may be modified or amended by the
                  Administrator without the necessity of amending this Section,
                  but any such modifications must be communicated to
                  Participants in the manner described in Section 8.9.
                  Notwithstanding the foregoing, (1) a summary plan description
                  or summary of material modifications thereto in which the
                  rules or procedures regarding investment designations are
                  described will be considered a separate written document
                  sufficient to satisfy the requirements (including the
                  execution requirement) of this paragraph; and (2) any rules or
                  procedures established under this paragraph must be applied in
                  a uniform nondiscriminatory manner.

7.16     SUPERSEDING TRUST OR CUSTODIAL AGREEMENT
         If any assets of the Plan are invested in a separate trust or custodial
         account maintained by a Trustee or custodian, the provisions of such
         separate trust or custodial agreement will supersede all provisions of
         this Article 7 except Sections 7.11, 7.12, 7.13 and 7.14. In addition,
         in the absence of a specific provision in such separate trust or
         custodial agreement regarding the valuation of securities held by the
         Trust Fund, Section 7.3 will not be superseded by any such separate
         trust or custodial account. If such separate trust or custodial account
         should for any reason fail, be found invalid or terminate prior to the
         termination of this Plan and the distribution of all the assets hereof,
         this Article 7 will be deemed to have again become effective
         immediately prior to such failure, invalidity or termination.

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                                   ARTICLE 8
                           DUTIES OF THE ADMINISTRATOR

8.1      APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION
         Each Administrator appointed by the Sponsor will continue until his or
         her death, resignation, or removal at any time, with or without cause,
         by the Sponsor, and any Administrator may resign by giving 30 days
         written notice to the Sponsor. If an Administrator dies, resigns, or is
         removed by the Sponsor, such Administrator's successor will be
         appointed as promptly as possible, and such appointment will become
         effective upon its acceptance in writing by such successor
         Administrator. Pending the appointment and acceptance of any successor
         Administrator, any then acting or remaining Administrator will have
         full power to act.

8.2      POWERS AND DUTIES OF THE ADMINISTRATOR
         The powers and duties of the Administrator will include (a) appointing
         the Plan's attorney, accountant, actuary, or any other party needed to
         administer the Plan; (b) directing the Trustees with respect to
         payments from the Trust Fund; (c) deciding if an applicant is entitled
         to a benefit from the Plan, which will be paid only if the
         Administrator in its sole discretion decides that the applicant is
         entitled to it; (d) communicating with Employees regarding their
         participation and benefits, including the administration of all claims
         procedures; (e) filing any returns and reports with the Internal
         Revenue Service, Department of Labor, or any other governmental agency;
         (f) reviewing and approving any financial reports, investment reviews,
         or other reports prepared by any party under (a) above; (g)
         establishing a funding policy and investment objectives consistent with
         the purposes of the Plan and the Employee Retirement Income Security
         Act of 1974; (h) construing and resolving any question of Plan
         interpretation; and (i) making any findings of fact the Administrator
         deems necessary to proper Plan administration.

8.3      APPOINTMENT OF ADMINISTRATIVE COMMITTEE
         The Employer may elect to appoint one or more members to an
         Administrative/Advisory Committee (to be known as the "Committee"), to
         which the Sponsor may elect to delegate certain of its responsibilities
         as Plan Administrator. Members of the Committee need not be
         Participants or Beneficiaries, and officers and directors of the
         Sponsor will not be precluded from serving as members. A member will
         serve until his or her resignation, death, or disability, or until
         removed by the Sponsor. In the event of any vacancy arising by reason
         of the death, disability, removal, or resignation of a member of the
         Committee, the Sponsor may, but is not required to, appoint a successor
         to serve in his or her place. The Committee will select a chairman and
         a secretary from among its members. Members of the Committee will serve
         in such capacity without compensation. The Committee will act by
         majority vote.

8.4      FINALITY OF ADMINISTRATIVE DECISIONS
         The Administrator's interpretation of Plan provisions, and any findings
         of fact, including eligibility to participate and eligibility for
         benefits, are final and will not be subject to "de novo" review unless
         shown to be arbitrary and capricious.

8.5      MULTIPLE ADMINISTRATORS
         If there is more than one Administrator, the Administrators may
         delegate specific responsibilities among themselves, including the
         authority to execute documents unless the Sponsor revokes such
         delegation. The Sponsor and Trustee will be notified in writing of any
         such delegation of responsibilities, and the Trustee thereafter may
         rely upon any documents executed by the appropriate Administrator.

8.6      COMPENSATION AND EXPENSES
         The Administrator, the Committee and any party appointed by the
         Administrator under Section 8.7 may receive such compensation as agreed
         upon by the Sponsor, provided that any person who already receives
         full-time pay from the Employer may not receive any fees for services


                                     - 77 -


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         to the Plan as Administrator or in any other capacity. The Sponsor will
         pay all "settlor" expenses (as described in DOL Advisory Opinion
         2001-01-A) incurred by the Administrator, the Committee or any party
         appointed under Section 8.7 in the performance of their duties. The
         Sponsor may, but is not required to pay, all "non-settlor" expenses
         incurred by the Administrator, the Committee, or any party appointed
         under Section 8.7 in the performance of their duties. Any "non-settlor"
         expenses incurred by the Administrator, the Committee or any party
         appointed under Section 8.7 that the Sponsor elects not to pay will be
         reimbursed from Trust Fund assets. Any expenses paid from the Trust
         Fund will be charged to each Adopting Employer in the ratio that each
         Adopting Employer's Participants' Accounts bears to the total of all
         the Participants' Accounts maintained by this Plan, or in any other
         reasonable method elected by the Administrator.

8.7      APPOINTMENT OF AGENTS AND COUNSEL
         The Administrator (or Committee) may appoint such actuaries,
         accountants, custodians, counsel, agents, consultants, and other
         persons the Administrator (or Committee) deems necessary to the
         administration and operation of the Plan. The actions of any such third
         parties will be subject to the limitations described in Section 7.8 of
         the Plan; and no such third parties will be given any authority or
         discretion concerning the management and operation of the Plan that
         would cause them to become Fiduciaries of the Plan.

8.8      CORRECTING ADMINISTRATIVE ERRORS
         The Administrator may take such steps as it considers necessary and
         appropriate in its discretion to remedy administrative or operational
         errors. Such steps may include, but will not be limited to the
         following: (a) taking any action required under the employee plans
         compliance resolution system of the Internal Revenue Service, any asset
         management or fiduciary conduct error correction program available
         through the Internal Revenue Service, United States Department of Labor
         or other governmental administrative agency; (b) a reallocation of Plan
         assets; (c) adjustments in amounts of future payments to Participants,
         Beneficiaries or Alternate Payees; and (d) institution and prosecution
         of actions to recover benefit payments made in error or on the basis of
         incorrect or incomplete information.

8.9      PROMULGATING NOTICES AND PROCEDURES
         The Sponsor and Administrator are given the power and responsibility to
         promulgate certain written notices, policies and/or procedures under
         the terms of the Plan and disseminate same to the Participants, and the
         Administrator may satisfy such responsibility by the preparation of any
         such notice, policy and/or procedure in a written form which can be
         published and communicated to a Participant in one or more of the
         following ways: (a) by distribution in hard copy; (b) through
         distribution of a summary plan description or summary of material
         modifications thereto which sets forth the policy or procedure with
         respect to a right, benefit or feature offered under the Plan; (c) by
         e-mail, either to a Participant's personal e-mail address or his or her
         Employer-maintained e-mail address; and (d) by publication on a
         web-site accessible by the Participant, provided the Participant is
         notified of the web-site publication. Any notice, policy and/or
         procedure provided through an electronic medium will only be valid if
         the electronic medium which is used is reasonably designed to provide
         the notice, policy and/or procedure in a manner no less understandable
         to the Participant than a written document, and under such medium, at
         the time the notice, policy and/or procedure is provided, the Employee
         may request and receive the notice, policy and/or procedure on a
         written paper document at no charge.

8.10     CLAIMS PROCEDURES
         The procedures in this Section will be the sole and exclusive remedy
         for an Employee, Participant or Beneficiary ("Claimant") to make a
         claim for benefits under the Plan. These procedures will be
         administered and interpreted in a manner consistent with the
         requirements of ERISA ss.503 and the regulations thereunder. Any


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         electronic notices provided by the Administrator will comply with the
         standards imposed under regulations issued by the Department of Labor.
         All claims determinations made by the Administrator (and when
         applicable by the Committee if one has been appointed under Section
         8.3) and will be made in accordance with the provisions of this Section
         and the Plan, and will be applied consistently to similarly situated
         Claimants. For purposes of this Section 8.10, if a Committee has not
         been appointed under Section 8.3, any reference to Committee will be
         considered a reference to the Administrator.

         (a)      WRITTEN CLAIM: A Claimant, or the Claimant's duly authorized
                  representative, may file a claim for a benefit to which the
                  Claimant believes that he or she is entitled under the Plan.
                  Any such claim must be filed in writing with the
                  Administrator.

         (b)      DENIAL OF CLAIM: The Administrator, in its sole and complete
                  discretion, will make all initial determinations as to the
                  right of any person to benefits. If the claim is denied in
                  whole or in part, the Administrator will send the Claimant a
                  written or electronic notice, informing the Claimant of the
                  denial. The notice must be written in a manner calculated to
                  be understood by the Claimant and must contain the following
                  information: the specific reason(s) for the denial; a specific
                  reference to pertinent Plan provisions on which the denial is
                  based; if additional material or information is necessary for
                  the Claimant to perfect the claim, a description of such
                  material or information and an explanation of why such
                  material or information is necessary; and an explanation of
                  the Plan's claim review (i.e., appeal) procedures, the time
                  limits applicable to such procedures, and the Claimant's right
                  to request arbitration if the claim denial is upheld in whole
                  or in part on appeal. Written or electronic notice of the
                  denial will be given within a reasonable period of time (but
                  no later than 90 days) from the date the Administrator
                  receives the claim, unless special circumstances require an
                  extension of time for processing the claim. In no event may
                  the extension exceed 90 days from the end of the initial
                  90-day period. If an extension is necessary, prior to the
                  expiration of the initial 90-day period, the Administrator
                  will send the Claimant a written notice, indicating the
                  special circumstances requiring an extension and the date by
                  which the Administrator expects to render a decision.

         (c)      REQUEST FOR APPEAL: If the Administrator denies a claim in
                  whole or in part, the Claimant may elect to appeal the denial.
                  If the Claimant does not appeal the denial pursuant to the
                  procedures set forth herein, the denial will be final, binding
                  and unappealable. A written request for appeal must be filed
                  by the Claimant (or the Claimant's duly authorized
                  representative) with the Committee within 60 days after the
                  date on which the Claimant receives the Administrator's notice
                  of denial. If a request for appeal is timely filed, the
                  Claimant will be afforded a full and fair review of the claim
                  and the denial. As part of this review, the Claimant may
                  submit written comments, documents, records, and other
                  information relating to the claim, and the review will take
                  into account all such comments, documents, records, or other
                  information submitted by the Claimant, without regard to
                  whether such information was submitted or considered in the
                  Administrator's initial benefit determination. The Claimant
                  also may obtain, free of charge and upon request, records and
                  other information relevant to the claim, without regard to
                  whether such information was relied upon by the Administrator
                  in making the initial benefit determination.

         (d)      REVIEW OF APPEAL: The Committee will determine, in its sole
                  and complete discretion, whether to uphold all or a portion of
                  the initial claim denial. If, on appeal, the Committee
                  determines that all or a portion of the initial denial should


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<PAGE>

                  be upheld, the Committee will send the Claimant a written or
                  electronic notice informing the Claimant of its decision to
                  uphold all or a portion of the initial denial, written in a
                  manner calculated to be understood by the Claimant and
                  containing the following information: the specific reason(s)
                  for the denial; a specific reference to pertinent Plan
                  provisions on which the denial is based; a statement that the
                  Claimant is entitled to receive, upon request and free of
                  charge, reasonable access to and copies of all documents and
                  other information relevant to the claim; and an explanation of
                  the Claimant's right to request arbitration and the applicable
                  time limits for doing so. Written or electronic notice will be
                  given within a reasonable period of time (but no later than 60
                  days) from the date the Committee receives the request for
                  appeal, unless special circumstances require an extension of
                  time for reviewing the claim, but in no event may the
                  extension exceed 60 days from the end of the initial 60-day
                  period. If an extension is necessary, prior to the expiration
                  of the initial 60-day period, the Committee will send the
                  Claimant a written notice, indicating the special
                  circumstances requiring an extension and the date by which the
                  Committee expects to render a decision.

         (e)      ALTERNATIVE TIME FOR AN APPEAL TO BE DECIDED: Notwithstanding
                  paragraph (d), if the Committee holds regularly scheduled
                  meetings on a quarterly or more frequent basis, the Committee
                  may make its determination of the claim on appeal at its next
                  regularly scheduled meeting if the Committee receives the
                  written request for appeal more than 30 days prior to its next
                  regularly scheduled meeting or at the regularly scheduled
                  meeting immediately following the next regularly scheduled
                  meeting if the Committee receives the written request for
                  appeal within 30 days of the next regularly scheduled meeting.
                  If special circumstances require an extension, the decision
                  may be postponed to the third regularly scheduled meeting
                  following the Committee's receipt of the written request for
                  appeal if, prior to the expiration of the initial time period
                  for review, the Claimant is provided with written notice,
                  indicating the special circumstances requiring an extension
                  and the date by which the Committee expects to render a
                  decision. If the extension is required because the Claimant
                  has not provided information that is necessary to decide the
                  claim, the Committee may suspend the review period from the
                  date on which notice of the extension is sent to the Claimant
                  until the date on which the Claimant responds to the request
                  for additional information.

         (f)      RIGHT OF ARBITRATION: If a Claimant wishes to contest a final
                  decision of the Committee, the Claimant may request
                  arbitration. If the Claimant does not request arbitration
                  pursuant to the procedures herein, the decision of the
                  Committee will be final, binding and unappealable. A written
                  request for arbitration must be filed by the Claimant (or the
                  Claimant's authorized representative) with the Committee
                  within 15 days after the date the Claimant receives the
                  written decision of the Committee. If a request for
                  arbitration is timely filed, the Claimant and the Committee
                  will each name an arbitrator within 20 days after the
                  Committee receives the Claimant's written request for
                  arbitration. The two arbitrators will jointly name a third
                  arbitrator within 15 days after their appointment. If either
                  party fails to select an arbitrator within the 20 day period,
                  or if the two arbitrators fail to select a third arbitrator
                  within 15 days after their appointment, then the presiding
                  judge of the county court (or its equivalent) in the county in
                  which the principal office of the Sponsor is located will
                  appoint such other arbitrator or arbitrators. The arbitrators
                  will render a decision within 60 days after their appointment


                                     - 80 -


<PAGE>

                  and will conduct all proceedings pursuant to the laws of the
                  state in which the Sponsor's principal place of business is
                  located and the then current Rules of the American Arbitration
                  Association governing commercial transactions, to the extent
                  that such rules are not inconsistent with applicable state
                  law. The cost of the arbitration procedure will be borne by
                  the losing party or, if the decision is not clearly in favor
                  of one party or the other, in the manner determined by the
                  arbitrators. The arbitration proceeding provided for in this
                  Section will be the sole and exclusive remedy of a Claimant to
                  contest decisions of the Committee under this Plan, and the
                  arbitrators' decision will be final, binding and unappealable.

8.11     QUALIFIED DOMESTIC RELATIONS ORDERS
         A Qualified Domestic Relations Order, or QDRO, is a signed domestic
         relations order issued by a State Court that creates, recognizes or
         assigns to an alternate payee(s) the right to receive all or part of a
         Participant's Plan benefit. An alternate payee is a Spouse, former
         Spouse, child, or other dependent of a Participant who is treated as a
         Beneficiary under the Plan as a result of the QDRO. The Administrator
         may establish QDRO procedures, but in the absence of such procedures,
         the Administrator will determine if a domestic relations order is a
         Qualified Domestic Relations Order in accordance with the following
         provisions:

         (a)      ADMINISTRATOR'S DETERMINATION: Promptly upon receipt of a
                  domestic relations order, the Administrator will notify the
                  Participant and any alternate payee(s) named in the order of
                  such receipt, and will include a copy of this Section. Within
                  a reasonable time after receipt of the order, the
                  Administrator will make a determination as to whether or not
                  the order is a QDRO as defined in Code ss.414(p) and will
                  promptly notify the Participant and any alternate payee(s) in
                  writing of the determination.

         (b)      SPECIFIC REQUIREMENTS OF QDRO: In order for a domestic
                  relations order to be a Qualified Domestic Relations Order, it
                  must specifically state all of the following: (1) the name and
                  last known mailing address (if any) of the Participant and
                  each alternate payee covered by the order; (2) the dollar
                  amount or percentage of the benefit to be paid to each
                  alternate payee, or the manner in which the amount or
                  percentage will be determined; (3) the number of payments or
                  period for which the order applies; and (4) the name of the
                  plan to which the order applies. The domestic relations order
                  will not be deemed a Qualified Domestic Relations Order if it
                  requires the Plan to provide any type or form of benefit, or
                  any option not already provided for in the Plan, or increased
                  benefits, or benefits in excess of the Participant's Vested
                  Interest, or payment of benefits to an alternate payee
                  required to be paid to another alternate payee under another
                  QDRO.

         (c)      DISPUTED ORDERS: If there is a question as to whether or not a
                  domestic relations order is a Qualified Domestic Relations
                  Order, there will be a delay in any payout to any payee
                  including the Participant, until the status is resolved. In
                  such event, the Administrator will segregate the amount that
                  would have been payable to the alternate payee(s) if the order
                  had been deemed a QDRO. If the order is not determined to be a
                  QDRO, or the status is not resolved (for example, it has been
                  sent back to the Court for clarification or modification)
                  within 18 months beginning with the date the first payment
                  would have to be made under the order, the Administrator will
                  pay the segregated amounts plus interest to the person(s) who
                  would have been entitled to the benefits had there been no
                  order. If a determination as to the Qualified status of the
                  order is made after the 18-month period, then the order will
                  only be applied on a prospective basis. If the order is
                  determined to be a QDRO, the Participant and alternate
                  payee(s) will again be notified promptly after such
                  determination. Once an order is deemed a QDRO, the
                  Administrator will pay to the alternate payee(s) all the
                  amounts due under the QDRO, including segregated amounts plus
                  interest that may have accrued during a dispute as to the
                  order's qualification.

         (d)      PAYMENT PRIOR TO TERMINATION OF EMPLOYMENT: A QDRO may provide
                  for the payment of benefits to an alternate payee prior to the
                  time a Participant has terminated employment. Further, such
                  payment can be made even if the affected Participant has not
                  yet reached the Earliest Retirement Age, which is the earlier
                  of (1) the date on which the Participant is entitled to a
                  distribution under this Plan, or (2) the later of the date the
                  Participant attains age 50 or the earliest date on which the
                  Participant could receive benefits hereunder if the
                  Participant terminated employment with the Employer.

                                     - 81 -


<PAGE>

         (e)      EFFECT OF QDRO ON SURVIVOR ANNUITY REQUIREMENTS:
                  Notwithstanding Sections 5.1, 5.2, 5.3 and 5.4 to the
                  contrary, a Participant's benefits which are payable in the
                  form of a Qualified Joint and Survivor Annuity or in the form
                  of a Qualified Preretirement Survivor Annuity need not be paid
                  in such form if such payment is inconsistent with, or has been
                  modified by, the terms of a Qualified Domestic Relations
                  Order.

                                     - 82 -


<PAGE>

                                    ARTICLE 9
                        AMENDMENT, TERMINATION AND MERGER

9.1      AMENDMENT OF THE PLAN
         The Sponsor, or, if there is no Sponsor, the Trustee, will have the
         right to amend the Plan at any time subject to the following
         provisions:

         (a)      GENERAL REQUIREMENTS: Amendments must be in writing and cannot
                  (1) increase the responsibilities of the Trustee or
                  Administrator without written consent; (2) deprive any
                  Participant or Beneficiary of benefits to which he or she is
                  entitled; (3) decrease the amount of any Participant's Account
                  except as permitted under Code ss.412(c)(8); (4) permit any
                  part of the Trust to be used for or diverted to purposes other
                  than the exclusive benefit of the Participants or their
                  Beneficiaries except as required to pay taxes and
                  administration expenses, or cause or permit any portion of the
                  Trust Fund to revert to or become the property of the
                  Employer; or (5) have the effect of eliminating or restricting
                  the ability of a Participant or other payee to receive payment
                  of his or her Account balance or benefit entitlement under a
                  particular optional form of benefit provided under the Plan
                  unless the provisions of subparagraphs (1) and (2) below are
                  satisfied:

                  (1)      LUMP SUM REQUIREMENT: The amendment provides a lump
                           sum distribution form that is otherwise identical to
                           the optional form of benefit that is restricted or
                           eliminated. For this purpose, a lump sum distribution
                           form is otherwise identical only if it is identical
                           in all respects to the eliminated or restricted
                           optional form of benefit (or would be identical
                           except that it provides greater rights to the payee)
                           except with respect to the timing of payments after
                           commencement.

                  (2)      EFFECTIVE DATE: The amendment cannot apply to any
                           distribution with an Annuity Starting Date which is
                           earlier than the earlier of (A) the 90th day after a
                           Participant has been furnished with a summary plan
                           description or other summary that reflects the
                           amendment and that satisfies the ERISA requirements
                           at 29 CFR 2520.104b-3 relating to a summary of
                           material modifications; or (B) the first day of the
                           second Plan Year following the Plan Year in which
                           this amended Plan is adopted.

         (b)      CERTAIN CORRECTIVE AMENDMENTS: For purposes of satisfying the
                  minimum coverage requirements of Code ss.410(b), the
                  nondiscriminatory amount requirement of regulation
                  ss.1.401(a)(4)-1(b)(2), or the nondiscriminatory plan
                  amendment requirement of regulation ss.1.401(a)(4)-1(b)(4), a
                  corrective amendment may retroactively increase allocations
                  for Employees who benefited under the Plan during the Plan
                  Year being corrected, or may grant allocations to Employees
                  who did not benefit under the Plan during the Plan Year being
                  corrected. In addition, to satisfy the nondiscriminatory
                  current availability requirement of regulation
                  ss.1.401(a)(4)-4(b) for benefits, rights or features, a
                  corrective amendment may make a benefit, right or feature
                  available to Employees to whom it was previously not
                  available. A corrective amendment will not be taken into
                  account prior to the date of its adoption unless the amendment
                  satisfies the applicable requirements of regulation
                  ss.1.401(a)(4)-11(g)(3)(ii) through (vii), including the
                  requirement that, in order to be effective for the preceding
                  Plan Year, such amendment must be adopted by the 15th day of
                  the 10th month after the close of the preceding Plan Year.

9.2      TERMINATION OF PLAN BY SPONSOR
         The Sponsor at any time can terminate the Plan and Trust in whole or in
         part in accordance with the following provisions:

                                     - 83 -


<PAGE>

         (a)      TERMINATION OF PLAN: The Sponsor can terminate the Plan and
                  Trust by filing written notice thereof with the Administrator
                  and Trustee and by completely discontinuing contributions to
                  the Plan. Upon any such termination, the Trustee will continue
                  to administer the Trust until distribution has been made to
                  the Participants and other payees, which distribution must
                  occur as soon as administratively feasible after the
                  termination of the Plan, and must be made in accordance with
                  the provisions of Article 5 of the Plan, including Section
                  5.6(g) where applicable. However, the Administrator may elect
                  not to distribute the Accounts of Participants and other
                  payees upon termination of the Plan but instead to transfer
                  the entire Trust Fund assets and liabilities attributable to
                  this terminated Plan to another qualified plan maintained by
                  the Employer or its successor.

         (b)      VESTING REQUIREMENT: Upon complete termination of the Plan, or
                  upon a complete discontinuance of contributions, all
                  Participants who are affected by the termination, all
                  Participants who have not incurred a Termination of
                  Employment, and all Participants who have incurred a
                  Termination of Employment but have not incurred a 5-year Break
                  in Service will have a 100% Vested Interest in their unpaid
                  Participant's Accounts. Upon partial termination of the Plan
                  only those Participants who have incurred a Termination of
                  Employment on account of the event which caused the partial
                  termination but have not incurred a 5-year Break in Service
                  will automatically have a 100% Vested Interest in their unpaid
                  Participant's Accounts to the date of partial termination.

         (c)      DISCONTINUANCE OF CONTRIBUTIONS ONLY: The Sponsor may elect at
                  any time to completely discontinue contributions to the Plan
                  but continue the Plan in operation in all other respects, in
                  which event the Trustee will continue to administer the Trust
                  until eventual full distribution of all benefits has been made
                  to the Participants and other payees in accordance with
                  Article 5 after their death, retirement, Disability or
                  Termination of Employment. Any such discontinuance of
                  contributions without an additional notice of termination from
                  the Sponsor to the Administrator and Trustee will not
                  constitute a termination of the Plan.

9.3      TERMINATION OF PARTICIPATION BY ADOPTING EMPLOYER
         Any Adopting Employer may by written resolution terminate participation
         in the Plan at any time by notification to the Sponsor, the
         Administrator, and the Trustee. Such Adopting Employer may thereupon
         request a transfer of Trust Fund assets attributable to its Employees
         from this Plan to any successor qualified retirement plan maintained by
         the Adopting Employer or its successor. The Administrator may, however,
         refuse to make such transfer if in its considered opinion such transfer
         would operate to the detriment of any Participant, jeopardize the
         continued qualification of the Plan, or if such transfer does not
         comply with any requirements of the Internal Revenue Service. If no
         transfer is made, the provisions in the definition of Adopting Employer
         in Article 1 will apply with respect to the payment of benefits for
         Employees of such Adopting Employer.

9.4      MERGER OR CONSOLIDATION
         This Plan and Trust may not be merged or consolidated with, nor may any
         of its assets or liabilities be transferred to, any other plan, unless
         the benefits payable to each Participant if the Plan was terminated
         immediately after such merger, consolidation or transfer would be equal
         to or greater than the benefits such Participant would have been
         entitled to if this Plan had been terminated immediately before such
         merger, consolidation or transfer.

                                     - 84 -


<PAGE>

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

10.1     NO CONTRACT OF EMPLOYMENT
         Except as otherwise provided by law, neither the establishment of this
         Plan, nor any modification hereto, nor the creation of any fund or
         account, nor the payment of any benefits, will be construed as giving
         any Participant or other person any legal or equitable rights against
         the Employer, any officer or Employee thereof, or the Trustee, except
         as herein provided; and the terms of employment of any Participant will
         not be modified or affected by this Plan.

10.2     TITLE TO ASSETS
         No Participant or Beneficiary will have any right to, or any interest
         in, any assets of the Trust upon separation from service with the
         Employer, Affiliated Employer, or Adopting Employer, except as
         otherwise provided by the terms of the Plan.

10.3     QUALIFIED MILITARY SERVICE
         Notwithstanding any other provision of the Plan to the contrary,
         effective December 12, 1994, contributions, benefits and service credit
         with respect to qualified military service will be provided in
         accordance with the requirements of Code ss.414(u).

10.4     BONDING OF FIDUCIARIES
         Fiduciaries of this Plan will have only those duties that are
         specifically given to the Fiduciaries under the terms of this Plan. In
         addition, every Fiduciary other than a bank, an insurance company, or a
         Fiduciary of an Employer which has no common-law employees, will be
         bonded in an amount not less than 10% of the amount of funds under such
         Fiduciary's supervision, but such bond will not be less than $1,000 or
         more than $500,000. The bond will provide protection to the Plan
         against any loss for acts of fraud or dishonesty by a Fiduciary acting
         alone or in concert with others. The cost of such bond will be an
         expense of either the Employer or the Trust, at the election of the
         Employer.

10.5     SEVERABILITY OF PROVISIONS
         If any Plan provision is held invalid or unenforceable, such invalidity
         or unenforceability will not affect any other provision of this Plan,
         and this Plan will be construed and enforced as if such provision had
         not been included.

10.6     GENDER AND NUMBER
         Words used in the masculine gender will be construed as though they
         were also used in the feminine or neuter gender where applicable, and
         words used in the singular will be construed as though they were also
         used in the plural where applicable.

10.7     HEADINGS AND SUBHEADINGS
         Headings and subheadings are inserted for convenience of reference.
         They constitute no part of this Plan and are not to be considered in
         its construction.

10.8     LEGAL ACTION
         In any claim, suit or proceeding concerning the Plan and/or Trust which
         is brought against the Trustee or Administrator, the Plan and Trust
         will be construed and enforced according to the laws of the state in
         which the Employer maintains its principal place of business, to the
         extent that it is not preempted by ERISA; and unless otherwise
         prohibited by law, either the Employer or the Trust, in the sole
         discretion of the Employer, will reimburse the Trustee and/or
         Administrator for all costs, attorneys fees and other expenses
         associated with any such claim, suit or proceeding.

                                     - 85 -


<PAGE>

10.9     QUALIFIED PLAN STATUS
         This Plan and the related Trust Agreement are intended to be a
         qualified retirement plan under the provisions of Code ss.401(a) and
         ss.501(a).

10.10    MAILING OF NOTICES TO ADMINISTRATOR, EMPLOYER OR TRUSTEE
         Any notices, documents or forms required to be given to or filed with
         the Administrator, the Employer or the Committee will be hand delivered
         or mailed by first class mail, postage prepaid, to the Committee or
         Employer at the Employer's principal place of business. Any notices,
         documents or forms required to be given to or filed with the Trustee
         will be hand delivered or mailed by first class mail, postage prepaid,
         to the Trustee at its principal place of business.

10.11    PARTICIPANT NOTICES AND WAIVERS OF NOTICES TO PARTICIPANTS
         Whenever written notice is required to be given under the terms of this
         Plan, such notice will be deemed to be given on the date that such
         written notice is either hand delivered to the recipient or deposited
         at a United States Postal Service Station, first class mail, postage
         paid. Notice may be waived by any party otherwise entitled to receive
         written notice concerning any matter under the terms of this Plan.

10.12    NO DUPLICATION OF BENEFITS
         There will be no duplication of benefits under the Plan because of
         employment by more than one participating employer.

10.13    EVIDENCE FURNISHED CONCLUSIVE
         Anyone required to give evidence under the terms of the Plan may do so
         by certificate, affidavit, document or other information which the
         person to act in reliance may consider pertinent, reliable and genuine,
         and to have been signed, made or presented by the proper party or
         parties. The Fiduciaries under the Plan will be fully protected in
         acting and relying upon any evidence described under this Section.

10.14    RELEASE OF CLAIMS
         Any payment to any Participant or Beneficiary, his or her legal
         representative, or to any guardian or committee appointed for such
         Participant or Beneficiary, will, to the extent thereof, be in full
         satisfaction of all claims hereunder against the Administrator and the
         Trustee, either of whom may require such Participant, legal
         representative, Beneficiary, guardian or committee, as a condition
         precedent to such payment, to execute a receipt and release thereof in
         such form as determined by the Administrator or the Trustee.

10.15    MULTIPLE COPIES OF PLAN AND/OR TRUST
         This Plan and the related Trust Agreement may be executed in any number
         of counterparts, each of which will be deemed an original, but all of
         which will constitute one and the same Agreement or Trust Agreement, as
         the case may be, and will be binding on the respective successors and
         assigns of the Employer and all other parties.

10.16    LIMITATION OF LIABILITY AND INDEMNIFICATION
         In addition to and in furtherance of any other limitations provided in
         the Plan, and to the extent permitted by applicable law, the Employer
         will indemnify and hold harmless its board of directors (collectively
         and individually), if any, the Administrative/Advisory Committee
         (collectively and individually), if any, and its officers, partners who
         serve as a Trustee, Employees, and agents against and with respect to
         any and all expenses, losses, liabilities, costs, and claims, including
         legal fees to defend against such liabilities and claims, arising out
         of their good-faith discharge of responsibilities under or incident to
         the Plan, excepting only expenses and liabilities resulting from
         willful misconduct. This indemnity will not preclude such further


                                     - 86 -


<PAGE>

         indemnities as may be available under insurance purchased by the
         Employer or as may be provided by the Employer under any by-law,
         agreement, vote of shareholders or disinterested directors, or
         otherwise, as such indemnities are permitted under state law. Payments
         with respect to any indemnity and payment of expenses or fees under
         this Section will be made only from assets of the Employer, and will
         not be made directly or indirectly from assets of the Trust Fund.

                                     - 87 -


<PAGE>

         IN WITNESS WHEREOF, this Plan and Trust have been executed by the
Employer and the Trustees as of the day, month and year set forth on page 1 of
this Agreement.



                                 HOT TOPIC, INC.


                                 By___________________________________________



                                 TRUSTEES


                                 _____________________________________________
                                 James McGinty


                                 _____________________________________________
                                 Elizabeth McLaughlin


                                 _____________________________________________
                                 Jane Cruz


                                 _____________________________________________
                                 Gerald Cook


                                 _____________________________________________
                                 George Wehlitz


                                     - 88 -


<PAGE>



                      CERTIFICATE OF CORPORATE RESOLUTIONS

                                       OF

                                 HOT TOPIC, INC.



The undersigned Secretary of the above named corporation certifies that the
following resolutions were adopted by the board of directors on the date set
forth below.

                  RESOLVED, that the Hot Topic, Inc. 401(k) Profit Sharing Plan,
                  as amended and restated effective January 1, 2003, a copy of
                  which is attached hereto, is hereby adopted;

                  RESOLVED, that the amendment regarding minimum distribution
                  requirements under Internal Revenue Service final regulations
                  under Code ss.401(a)(9) and Internal Revenue Service
                  Announcement 2002-29, a copy of which is attached hereto, is
                  hereby adopted;

                  RESOLVED, that the "Good Faith" amendment to the Plan for
                  conformance with EGTRRA, a copy of which is attached hereto,
                  is hereby adopted;

                  RESOLVED, that the amendment to increase the maximum Elective
                  Deferral amount, a copy of which is attached hereto, is hereby
                  adopted;

                  RESOLVED, that an authorized representative should deliver an
                  executed copy of the Plan to the trustees named therein; and

                  RESOLVED, that an authorized representative should take any
                  and all steps necessary to effectuate the foregoing
                  resolutions.


THIS CERTIFICATE is executed this __________ day of _________________________,
200____.



                                   _____________________________________________
                                   Corporate Secretary



<PAGE>


                             PARTICIPANT LOAN POLICY

                                 HOT TOPIC, INC.
                           401(K) PROFIT SHARING PLAN
                                  (the "Plan")

     The Administrator for the Plan hereby adopts this loan policy pursuant to
     the terms of the Plan:

A.   LOAN REQUEST

     A Participant's request for a Plan loan will be made in the manner
     specified by the Trustee and/or Plan Administrator. Any Plan Participant
     may obtain a loan from the Plan. For purposes of this loan policy, the term
     "Participant" means any Participant who is an Employee of an Adopting
     Employer and any former Participant who is an Employee of an Affiliated
     Employer.

B.   SOURCE OF LOAN AMOUNT

     A Participant may borrow funds from the following sources: a Participant's
     voluntary contributions, rollover contributions, or other transferred
     monies for which an account balance is maintained and/or a Participant's
     vested account balance.

C.   PARTICIPANT FEES

     1.   LOAN PROCESSING FEES: No loan processing fees will be charged to the
          Participant for the initiation of each loan or refinancing or
          replacement of a loan.

     2.   LOAN MAINTENANCE FEES: No annual maintenance fee for the loan will be
          charged to the Participant.

D.   LIMITATIONS ON LOAN AMOUNT / PURPOSE OF LOAN

     1.   LOAN AMOUNT: No loan amount may exceed the lesser of (a) or (b)
          following, from all Plans of the Employer and any Affiliated Employer:

          (a)  50% of the sum of (i) a Participant's vested account plus (ii) a
               Participant's voluntary contributions, rollover contributions, or
               other transferred or segregated monies for which an account
               balance is maintained; both as reflected by the books and records
               of the Plan at the end of the most recent computation period for
               which an accounting has been completed.

          (b)  $50,000 reduced by the excess, if any, of the Participant's
               highest outstanding balance of loans during the 1-year period
               ending the day before the loan was made, over the Participant's
               outstanding balance of loans on the day the loan was made.

     A Participant may not request a loan for less than $1,000.

2.   PURPOSE OF LOAN: A loan may be made to a Participant for any purpose.

                                    Page -1-


<PAGE>

E.   TERMS OF LOAN

     1.   SECURITY FOR LOAN: A Participant must secure each loan with an
          irrevocable pledge and assignment of the sum of a Participant's
          voluntary contributions, rollover contributions, or other transferred
          or segregated monies for which an account balance is maintained, plus
          a Participant's vested account balance; both as reflected by the books
          and records of the Plan at the end of the most recent computation
          period for which an accounting has been completed. In addition, other
          security or substitute collateral acceptable to the Administrator will
          also be permitted for a loan.

     2.   SOURCE OF LOAN: If a loan is secured by and obtained from more than
          one Participant-directed investment account for which an account
          balance is maintained under the Plan, the source of the loan will be
          in proportion to the respective Participant-directed accounts of the
          Participant unless otherwise directed by election of the Participant
          and approved by the Administrator.

     3.   TERM OF LOAN REPAYMENT: The term of repayment may not be greater than
          five years.

          PARTICIPANTS SHOULD NOTE THAT THE LAW MAY TREAT THE AMOUNT OF ANY LOAN
          THAT IS NOT REPAID WITHIN FIVE YEARS AFTER THE DATE OF THE LOAN AS A
          TAXABLE DISTRIBUTION ON THE LAST DAY OF THE FIVE-YEAR PERIOD OR, IF
          SOONER, AT THE TIME THE LOAN IS IN DEFAULT. IF A PARTICIPANT EXTENDS A
          LOAN HAVING A TERM OF FIVE YEARS OR LESS BEYOND FIVE YEARS, THE
          BALANCE OF THE LOAN AT THE TIME OF THE EXTENSION MAY BE A TAXABLE
          DISTRIBUTION.

     4.   LOAN DOCUMENTATION AND LOAN INTEREST RATE: Every loan will be
          documented with a promissory note signed by the Participant for the
          face amount of the loan, with an interest rate established at the
          inception of the loan set as determined by the Administrator on the
          basis of relevant factors including but not limited to the rates
          charged by commercial U.S. banks available within a reasonable
          geographic vicinity for loans of similar duration and security level.
          The rate of interest on the loan will be fixed and will not change for
          the duration of the loan repayment period.

     5.   ALLOCATION OF LOAN INTEREST: If the Participant's loan is secured by
          an account balance which is a Participant-directed investment,
          interest will be credited directly to such Participant-directed
          investment account. If the Participant's loan is not secured by an
          account balance which is a Participant-directed investment, then
          interest repayments for any Participant loan will be credited directly
          to the Participant's account.

     6.   LOAN REPAYMENT: The loan must provide for repayment on a level
          amortization schedule by regular payroll deduction repayments (not
          less than quarterly) as of each payroll withholding period. If a
          Participant revokes his or her payroll deduction election, the entire
          unpaid principal sum, accrued interest and all other amounts due under
          the loan will become due and payable. If a Participant ceases
          employment with an Adopting Employer but continues employment with an
          Affiliated Employer who is not an Adopting Employer, payroll
          withholding for loan repayments will continue from such Affiliated
          Employer.

     7.   TERMINATION OF EMPLOYMENT: If a Participant who is employed by an
          Adopting Employer or an Affiliated Employer terminates employment with
          an outstanding loan, the entire unpaid principal sum, accrued interest
          and all other amounts due under the loan will become due and payable.

     8.   EARLY REPAYMENT: Early repayment of the outstanding loan may be made
          at any time in either full or partial repayments of the outstanding
          loan balance.

                                    Page -2-


<PAGE>

     9.   APPROVED LEAVE OF ABSENCE: Suspension of loan repayments during an
          approved leave of absence is permitted for a period not exceeding one
          (1) year which occurs during an approved leave of absence either
          without pay from the Adopting Employer or an Affiliated Employer at a
          rate of pay (after income and employment tax withholding) that is less
          than the amount of the installment repayments required under the terms
          of the loan. In no event may the suspension of repayments cause the
          term of the loan to exceed five years from the original date of the
          loan.

     10.  REPAYMENT SUSPENSION WHILE ON QUALIFIED MILITARY SERVICE: Suspension
          of loan repayments during leave due to qualified military service will
          be as permitted under Section 414(u)(4) of the Internal Revenue Code.

F.   NEW LOANS, REPLACEMENT (REFINANCED) LOANS

     1.   ADDITIONAL LOAN OR REPLACEMENT LOAN: A Participant may, subject to D.
          above and F.2. and F.3. below, elect to receive a new additional loan
          in addition to an existing loan, or a replacement loan of an existing
          loan, provided that no more than two loans are issued in any calendar
          year.

          NOTE: IF THE AMOUNT OF THE REPLACEMENT LOAN EXCEEDS THE OUTSTANDING
          BALANCE OF THE PRIOR EXISTING LOAN, OR THE TERM OF THE REPLACEMENT
          LOAN EXCEEDS THE REMAINING TERM OF THE PRIOR EXISTING LOAN, IRS
          REGULATIONS MAY REQUIRE THAT THE MAXIMUM LOAN LIMITS BE COMPUTED
          APPLYING THE SUM OF THE AMOUNT OF THE REPLACEMENT LOAN PLUS THE
          OUTSTANDING BALANCE OF THE PRIOR EXISTING LOAN. ANY LOAN IN EXCESS OF
          SUCH LIMIT MAY BE CONSIDERED A DEEMED DISTRIBUTION. SEE 3. BELOW. THE
          MAXIMUM LOAN LIMITS FOR TWO SEPARATE LOANS DO NOT REQUIRE SUCH
          CALCULATION.

     2.   REPLACEMENT LOAN AVAILABILITY: A replacement loan will be permitted
          regardless of the applicable interest rate on either the existing loan
          or the new refinanced loan.

          The Administrator will permit the refinancing of an existing loan only
          under the following conditions: (a) the remaining number of repayments
          on the existing loan is at least the equivalent of six months of
          payments; (b) the existing loan has been in effect for at least six
          months; (c) the minimum reduction in the amount of each periodic
          repayment is (or could be, if the number of repayments were to be the
          same as was remaining on the prior loan) at least the equivalent of
          $20 per month; and (d) a loan may be refinanced a maximum of two
          times.

     3.   REPLACEMENT LOAN RULES: The following rules will apply to a
          replacement loan:

          (a)  If the amount of the replacement loan is the same as the
               outstanding loan balance of the prior existing loan, and the
               amortization period of the replacement loan is equal to or less
               than the remaining repayment period for the outstanding loan
               balance of the prior existing loan, then the repayment amount of
               the replacement loan will be determined based on the applicable
               interest rate and amount of the replacement loan/outstanding loan
               balance. In such event the maximum loan amount will be determined
               as in D1.

          (b)  If either (i) the amount of the replacement loan is the same as
               the outstanding loan balance of the prior existing loan and the
               amortization period of the replacement loan is greater than the
               remaining repayment period for the outstanding loan balance of
               the prior existing loan, or (ii) the amount of the replacement
               loan exceeds the outstanding loan balance of the prior existing
               loan, then the repayment amount of the replacement loan will be
               determined based on the applicable interest rate and amount of
               the replacement loan. In such event the maximum loan will be
               determined as in D1. provided the provisions of Q&A-20(a)(2) of


                                    Page -3-


<PAGE>

               IRS proposed regulations under IRC Section 72(p) issued in 2000
               are satisfied. Otherwise, the maximum loan amount will be
               determined by applying the SUM of the amount of the replacement
               loan plus the outstanding balance of the prior existing loan to
               the maximum limits in D1.

G.   SPOUSAL CONSENT FOR LOAN

     If the portion of the Participant's assets which is used to secure the loan
     is subject to the Qualified Joint and Survivor rules regarding benefit
     distributions, any loan pledge or agreement will be signed by the
     Participant and consented to by the eligible Spouse of a Participant who is
     or was an Employee of an Adopting Employer within the 90-day period ending
     on the date of the inception of the loan.

     In addition, if the portion of the Participant's assets which is used to
     secure the loan is not subject to the Qualified Joint and Survivor rules
     regarding benefit distributions, the Administrator may in its discretion
     applied on a consistent basis (after taking into account the amount of the
     required loan repayment and the Employee's net after-tax take home pay)
     determine that the eligible Spouse of a Participant who is or was an
     Employee of an Adopting Employer must consent to any loan within the 90-day
     period ending on the date of the inception of the loan.

H.   REPAYMENT OF LOANS AND DEFAULT ON LOANS

     1.   REQUIRED REPAYMENT OF LOANS

          (a)  If a Participant has an outstanding balance remaining on a loan
               and the Participant (or the Participant's spouse or beneficiary)
               is entitled to a payment from the Trust Fund before the loan is
               repaid in full, the Trustee will offset at the time of
               distribution the unpaid loan balance (including accrued interest)
               from the total amount otherwise due.

          (b)  In the event of the failure of a Participant to repay the loan in
               a timely manner, the Administrator may charge the Participant's
               account balance or other benefit with expenses directly related
               to the implementation, administration and collection of the loan.

     2.   DEFAULT ON LOANS

          (a)  A loan will be considered in default if any scheduled repayment
               remains unpaid as of the end of the "cure period". For these
               purposes the "cure period" will end on the last day of the
               calendar quarter following the calendar quarter in which the
               required repayment(s) was/were due, or such later date if
               permitted by Internal Revenue Service rules and regulations.

          (b)  After default occurs, if a distribution to the Participant

               (1)  is currently permissible under the Plan, the vested amount
                    of the Participant's account balance will be reduced or
                    offset by the outstanding principal and interest of the
                    defaulted loan. In such event the loan will be considered to
                    have been repaid and the amount of such reduction or offset
                    will be deemed to have been distributed from the Plan; or

               (2)  is not currently permissible under the Plan, the entire
                    outstanding balance of the loan will be treated as a deemed
                    distribution. A deemed distribution is treated as a
                    distribution to the Participant only for certain tax
                    purposes (income, premature distribution penalty, etc.) and
                    is not a distribution of the account or accrued benefit.
                    Pending final disposition of the note, the Participant
                    remains obligated to repay the outstanding balance of the
                    defaulted loan including any unpaid principal and accrued
                    interest to the date of repayment in full.

                                    Page -4-


<PAGE>

              If the Participant's vested account balance is less than the loan
              amount due in (1) or (2) above, the Administrator will take any
              steps necessary to collect the balance due directly from the
              Participant. However, no foreclosure on the promissory note or
              attachment of the vested account balance will occur until a
              distributable event occurs in the Plan.



By_________________________________________          Dated______________________
         PLAN ADMINISTRATOR

                                    Page -5-


<PAGE>

                       EGTRRA "GOOD FAITH" PLAN AMENDMENT
         FOR DEFINED CONTRIBUTION PLANS WHICH INCLUDE 401(k) PROVISIONS

              PER IRS NOTICES 2001-42, 2001-56, AND 2001-57 AND THE
        JOB CREATION AND WORKER ASSISTANCE ACT OF 2002 (THE 2002 TAX ACT)


NAME OF PLAN: Hot Topic, Inc. 401(k) Profit Sharing Plan (the "Plan")

PLAN SPONSOR: Hot Topic, Inc. (the "Sponsor")

THIS AMENDMENT is adopted by the Sponsor to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), is
intended as good faith compliance with the requirements of EGTRRA, and is to be
construed in accordance with EGTRRA and guidance issued thereunder, including
IRS Notices 2001-42, 2001-56, and 2001-57, and with the Job Creation and Worker
Assistance Act of 2002 (the 2002 Tax Act). This amendment will supersede the
provisions of the Plan to the extent they are inconsistent with the provisions
of this amendment, and except as otherwise indicated, is effective as of the
first day of the first Plan Year beginning after December 31, 2001.

o    SS.611(b) AND SS.632 OF EGTRRA - LIMITATIONS ON CONTRIBUTIONS

     MAXIMUM ANNUAL ADDITION: Except to the extent permitted under this
     amendment which provides for catch-up contributions under EGTRRA ss.631 and
     Code ss.414(v), if applicable, the Annual Addition that may be contributed
     or allocated to a Participant's Account under the Plan for any Limitation
     Year will not exceed the lesser of (a) $40,000, as adjusted for increases
     in the cost-of-living under Code ss.415(d), or (b) 100 percent of the
     Participant's Compensation, within the meaning of Code ss.415(c)(3), for
     the Limitation Year. The Compensation limit referred to in (b) will not
     apply to any contribution for medical benefits after separation from
     service (within the meaning of Code ss.401(h) or Code ss.419A(f)(2)) which
     is otherwise treated as an Annual Addition.

o    SS.611(c) OF EGTRRA - INCREASE IN COMPENSATION LIMIT

     The annual Compensation of each Participant used in determining allocations
     (including Top-Heavy Minimum Allocations) will not exceed $200,000 as
     adjusted for cost-of-living increases under Code ss.401(a)(17)(B). Annual
     Compensation means Compensation during the plan year or such other
     consecutive 12-month period over which Compensation is otherwise determined
     under the Plan (the determination period). The cost-of-living adjustment in
     effect for a calendar year applies to annual Compensation for the
     determination period that begins with or within such calendar year.

o    SS.612 OF EGTRRA - PLAN LOANS FOR OWNER-EMPLOYEES / SHAREHOLDER EMPLOYEES

     Effective for Plan loans made after December 31, 2001, Plan provisions
     prohibiting or otherwise restricting loans to any Owner-Employee or
     Shareholder-Employee will cease to apply.

o    SS.613 OF EGTRRA - MODIFICATION OF TOP-HEAVY RULES

     1.  EFFECTIVE DATE: This section will apply for purposes of determining
         whether the Plan is a Top-Heavy Plan under Code ss.416(g) for Plan
         Years beginning after December 31, 2001, and whether the Plan satisfies
         the minimum benefits requirements of Code ss.416(c) for such years.
         This section amends the sections of the Plan that include Top-Heavy
         provisions.



<PAGE>

     2.  DETERMINATION OF TOP-HEAVY STATUS:

         (a)  KEY EMPLOYEE: Key Employee means any employee or former Employee
              (including any deceased Employee) who at any time during the Plan
              Year that includes the determination date was an officer of the
              Employer having annual Compensation greater than $130,000 (as
              adjusted under Code ss.416(i)(1) for Plan Years beginning after
              December 31, 2002), a 5-percent owner of the Employer, or a
              1-percent owner of the Employer having annual Compensation of more
              than $150,000. For this purpose, annual Compensation means
              Compensation within the meaning of Code ss.415(c)(3). The
              determination of who is a Key Employee will be made in accordance
              with Code ss.416(i)(1) and the applicable regulations and other
              guidance of general applicability issued thereunder.

         (b)  DETERMINATION OF PRESENT VALUES AND AMOUNTS: This section 2 will
              apply for purposes of determining the present values of accrued
              benefits and the amounts of Account balances of Employees as of
              the determination date.

              (1) DISTRIBUTIONS DURING THE YEAR ENDING ON THE DETERMINATION
                  DATE: The present values of accrued benefits and the amounts
                  of Account balances of an Employee as of the determination
                  date will be increased by the distributions made with respect
                  to the Employee under the Plan and any Plan aggregated with
                  the Plan under Code ss.416(g)(2) during the 1-year period
                  ending on the determination date. The preceding sentence will
                  also apply to distributions under a terminated Plan which had
                  it not been terminated would have been aggregated with the
                  Plan under Code ss.416(g)(2)(A)(i). In the case of a
                  distribution made for a reason other than severance from
                  employment, death, or disability, this provision will apply by
                  substituting "5-year period" for "1-year period."

              (2) EMPLOYEES NOT PERFORMING SERVICES DURING THE YEAR ENDING ON
                  THE DETERMINATION DATE: The accrued benefits and the amounts
                  of Account balances of any individual who has not performed
                  services for the Employer during the 1-year period ending on
                  the determination date will not be taken into account.

     3.  MINIMUM BENEFITS

         (a)  MATCHING CONTRIBUTIONS: Employer Matching Contributions will be
              taken into account for purposes of satisfying the minimum
              contribution requirements of Code ss.416(c)(2). The preceding
              sentence will apply with respect to Matching Contributions under
              the Plan or, if the Plan provides that the minimum contribution
              requirement will be met in another Plan, such other Plan. Matching
              Contributions that are used to satisfy the minimum contribution
              requirements will be treated as Matching Contributions for
              purposes of the actual contribution percentage test and other
              requirements of Code ss.401(m).

         (b)  CONTRIBUTIONS UNDER OTHER PLANS: The Sponsor may provide that the
              minimum benefit requirement will be met in another Plan
              (including one that consists solely of a cash or deferred
              arrangement which meets the requirements of Code ss.401(k)(12)
              and Matching Contributions with respect to which the requirements
              of Code ss.401(m)(11) are met).



<PAGE>

o    SS.631 OF EGTRRA - CATCH-UP CONTRIBUTIONS

     All Employees eligible to make Elective Deferrals under this Plan and who
     have attained age 50 before the close of the Plan Year will be eligible to
     make catch-up contributions in accordance with, and subject to the
     limitations of, Code ss.414(v) and the 2002 Tax Act. Such catch-up
     contributions will not be taken into account for purposes of the provisions
     of the Plan implementing the required limitations of Code ss.402(g) and
     ss.415. The Plan will not be treated as failing to satisfy the provisions
     of the Plan implementing the requirements of Code ss.401(k)(3),
     ss.401(k)(11), ss.401(k)(12), ss.410(b), or ss.416, as applicable, by
     reason of the making of such catch-up contributions.

     In accordance with the 2002 Tax Act, (a) the amount of catch-up
     contributions that a Participant may exclude from income is limited to the
     catch-up contribution limit, which will apply on an aggregate basis to all
     plans of the Employer and the group of Affiliated Employers of which the
     Employer is a part (except that for this purpose an Affiliated Employer
     will not include a trade or business which is acquired as part of an asset
     or stock acquisition, merger, or similar Code ss.410(b)(6)(C) transaction
     involving a change in the employer of the employees of a trade or business,
     during the period beginning on the date of the transaction and ending on
     the last day of the first Plan Year beginning after the date of the
     transaction); and (b) a Participant who attains Age 50 during a Plan Year
     will be considered to be Age 50 on the first day of the Plan Year. Catch-up
     contributions will apply to contributions on or after January 1, 2002.

o    SS.641, SS.642 AND SS.643 OF EGTRRA - DIRECT ROLLOVERS OF PLAN
     DISTRIBUTIONS

     1.  EFFECTIVE DATE: This section will apply to distributions made after
         December 31, 2001.

     2.  MODIFICATION OF DEFINITION OF ELIGIBLE RETIREMENT PLAN: For purposes of
         the Direct Rollover section of the Plan, an eligible retirement plan
         will also mean an annuity contract described in Code ss.403(b) and an
         eligible plan under Code ss.457(b) which is maintained by a state,
         political subdivision of a state, or any agency or instrumentality of a
         state or political subdivision of a state and which agrees to
         separately account for amounts transferred into such plan from this
         Plan. The definition of eligible retirement plan will also apply in the
         case of a distribution to a surviving spouse, or to a spouse or former
         spouse who is the alternate payee under a qualified domestic relation
         order, as defined in Code ss.414(p).

     3.  MODIFICATION OF DEFINITION OF ELIGIBLE ROLLOVER DISTRIBUTION TO INCLUDE
         AFTER-TAX EMPLOYEE CONTRIBUTIONS: For purposes of the Direct Rollover
         provisions of the Plan, a portion of a distribution will not fail to be
         an eligible rollover distribution merely because the portion consists
         of after-tax or non-deductible Employee contributions which are not
         includible in gross income. However, such portion may be paid only to
         an individual retirement account or annuity described in Code ss.408(a)
         or (b), or to a qualified defined contribution plan described in Code
         ss.401(a) or ss.403(a) that agrees to separately account for 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. In accordance with the
         2002 Tax Act, when a distribution includes after-tax Employee
         contributions which are not includible in gross income, the amount that
         is rolled over will first be attributed to amounts includible in gross
         income.

     4.  MODIFICATION OF THE DEFINITION OF ELIGIBLE ROLLOVER DISTRIBUTION TO
         EXCLUDE HARDSHIP DISTRIBUTIONS: For purposes of the Direct Rollover
         provisions of the Plan, any amount distributed on account of hardship
         will not be an eligible Rollover distribution and the distributee may
         not elect to have any portion of such a distribution paid directly to
         an eligible retirement plan.



<PAGE>

     5.  ADDITIONAL TYPES OF ROLLOVERS ACCEPTED PURSUANT TO EGTRRA SS.641,
         SS.642 AND SS.643

         (a)  DIRECT ROLLOVERS OR PARTICIPANT ROLLOVER CONTRIBUTIONS FROM OTHER
              PLANS: The Plan will accept a direct rollover of an eligible
              rollover distribution of a Participant contribution of an eligible
              rollover distribution from the following: (1) a qualified Plan
              described in IRC Section 401(a) or 403(a), excluding after-tax
              Employee Contributions; (2) an annuity contract described in IRC
              Section 403(b), excluding after-tax Employee Contributions; and(3)
              an eligible Plan under IRC Section 457(b) which is maintained by a
              state, political subdivision of a state, or any agency or
              instrumentality of a state or political subdivision of a state.

         (b)  PARTICIPANT ROLLOVER CONTRIBUTIONS FROM IRAS: The Plan will accept
              a Participant rollover contribution of the portion of a
              distribution from an individual retirement account or annuity
              described in Code ss.408(a) or ss.408(b) that is eligible to be
              rolled over and would otherwise be includible in gross income.

     6.  EFFECTIVE DATE OF DIRECT ROLLOVER AND PARTICIPANT ROLLOVER CONTRIBUTION
         PROVISIONS: This section will be effective January 1, 2002 for
         rollovers to and from the Plan.

o    SS.646 OF EGTRRA - DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

     1.  EFFECTIVE DATE: This section will apply for distributions and severance
         from employment occurring after January 1, 2002 regardless of when the
         severance from employment occurred.

     2.  NEW DISTRIBUTABLE EVENT: A Participant's Elective Deferrals, Qualified
         Non-Elective Contributions, Qualified Matching Contributions, and
         earnings attributable to these contributions will be distributed on
         account of the Participant's severance from employment. However, such a
         distribution will be subject to the other provisions of the Plan
         regarding distributions, other than provisions that require a severance
         from employment before such amounts may be distributed.

o    SS.648 OF EGTRRA - ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

     For purposes of the Plan provisions that provide for the involuntary
     distribution of vested Accrued Benefits of $5,000 or less, the value of a
     Participant's nonforfeitable Account balance shall be determined without
     regard to that portion of the Account balance that is attributable to
     Rollover Contributions (and earnings allocable thereto) within the meaning
     of Code ss.402(c), ss.403(a)(4), ss.403(b)(8), ss.408(d)(3)(A)(ii), and
     ss.457(e)(16). If the value of the Participant's non-forfeitable Account
     balance as so determined is $5,000 or less, the Participant's entire
     non-forfeitable Account balance shall be considered immediately
     distributable. This election shall apply with respect to distributions made
     on or after January 1, 2002 with respect to Participants who separated from
     service with the Employer or an Affiliated Employer on or after January 1,
     2002.

o    SS.666 OF EGTRRA - REPEAL OF MULTIPLE USE TEST

     The multiple use test described in Treasury Regulation Code ss.1.401(m)-2
     and in the Plan will not apply for Plan Years beginning after December 31,
     2001.



<PAGE>

o    SS.636(a) OF EGTRRA - SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

     A Participant who receives a distribution of Elective Deferrals after
     December 31, 2001 on account of hardship will be prohibited from making
     Elective Deferrals and Employee contributions under this and all other
     Plans of the Employer for 6 months after receipt of the distribution. A
     Participant who receives a distribution of Elective Deferrals in calendar
     year 2001 on account of hardship will be prohibited from making Elective
     Deferrals and Employee contributions under this and all other Plans of the
     Employer for the period specified in the provisions of the Plan relating to
     suspension of Elective Deferrals that were in effect prior to this
     amendment.

     In addition, the following phrase at the end of Section 5.17(d) is hereby
     deleted:

     " ; and for the Participant's taxable year immediately following the
     taxable year of the hardship distribution, the Participant cannot make
     Elective Deferrals to this Plan or any other plan maintained by the
     Employer in excess of the applicable limit under Code ss.402(g)(5) for such
     taxable year, minus the amount of such Participant's Elective Deferrals
     made for the taxable year in which the financial hardship distribution was
     made"


                                                     HOT TOPIC, INC.


                                                     By_________________________


                                                     Date_______________________



<PAGE>


           AMENDMENT TO INCREASE THE MAXIMUM ELECTIVE DEFERRAL AMOUNT


NAME OF PLAN:     Hot Topic, Inc. 401(k) Profit Sharing Plan (the "Plan")

PLAN SPONSOR:     Hot Topic, Inc. (the "Sponsor")


THIS AMENDMENT is hereby adopted by the Sponsor in order to increase the maximum
allowable Elective Deferral contributions under the Plan to up to 100% of each
Eligible Participant's Compensation. Accordingly, the following amendment shall
be effective for the Plan Year which begins in 2002:

SECTION 3.1(a)(1) IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
-----------------------------------------------------------------------

(1)      DEFERRAL PERCENTAGE: For each contribution period, a Participant may
         elect that up to 100% of his or her Compensation received during the
         contribution period be withheld as an Elective Deferral, inclusive of
         any other amounts allocated to such Participant and counted under Code
         ss.415(c) and ss.ss.611(b) and 632 of the Economic Growth and Tax
         Relief Reconciliation Act (EGTRRA), to the maximum dollar amount
         permitted under Code ss.402(g). Elective Deferrals may be made in whole
         percentages (or if permitted by the Administrator, in fractional
         percentages) of Compensation or in specific dollar amounts as
         designated by the Participant. The Administrator will have the right to
         direct that such percentages of Compensation be rounded to the next
         highest or lowest dollar. Furthermore, on a uniform nondiscriminatory
         basis, the Administrator may permit a Participant to identify separate
         components of the Participant's Compensation (such as base salary,
         bonuses, etc.) and to specify that a different percentage (or dollar
         amount) apply to each such component.

SECTION 3.1(a)(5) IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
-----------------------------------------------------------------------

(5)      PARTICIPANT ELECTION TO DEFER UP TO 100% OF COMPENSATION: On a uniform
         nondiscriminatory basis, the Administrator may permit a Participant
         whose Salary Deferral Agreement has not authorized the Employer to
         withhold at the maximum rate permitted under subparagraph (1) above to
         increase the total amount withheld for a Plan Year to the maximum rate
         permitted under subparagraph (1), in which event the Participant may
         authorize the Employer to withhold a supplemental amount up to 100% of
         his or her eligible Compensation for one or more pay periods. In no
         event can the sum of the amount withheld under the Salary Deferral
         Agreement plus the supplemental withholding exceed the lesser of (A)
         the maximum amount permitted under subparagraph (1) above; or (B) the
         maximum dollar amount permitted for that Plan Year under Code
         ss.402(g)(5); or (C) 100% of the Participant's Code ss.415 Compensation
         for that Plan Year.

SECTION 1.16(a)(2) IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
------------------------------------------------------------------------

(2)      TREATMENT OF ELECTIVE DEFERRALS: For purposes of this paragraph (a),
         Employer contribution amounts made pursuant to a salary reduction
         agreement which are not currently includible in the gross income of an
         Employee by reason of Code ss.125, ss.402(e)(3), ss.402(h)(1)(B), or
         ss.403(b) will be included in determining Compensation. In addition, if
         elected by the Administrator on a non-discriminatory basis,
         Compensation will also include elective amounts not includible in the
         gross income of the Employee by reason of Code ss.132(f)(4), beginning
         with the Plan Year elected by the Administrator but not earlier than
         the Plan Year beginning on or after January 1, 1998.



<PAGE>




                                                     HOT TOPIC, INC.


                                                     By_________________________


                                                     Date_______________________





<PAGE>

                        FINAL CODE SS.401(a)(9) AMENDMENT
                   REGARDING MINIMUM DISTRIBUTION REQUIREMENTS


NAME OF PLAN:     Hot Topic, Inc. 401(k) Profit Sharing Plan (the "Plan")

PLAN SPONSOR:     Hot Topic, Inc. (the "Sponsor")

THIS AMENDMENT is hereby adopted by the Sponsor to permit the Plan to make
required minimum distributions in accordance with final Internal Revenue Service
regulations under Code ss.401(a)(9) effective no later than for calendar years
which begin in 2003 in accordance with Rev. Proc. 2002-29.

SECTION 1. GENERAL RULES

1.1.   EFFECTIVE DATE. The provisions of this amendment will apply for purposes
       of determining required minimum distributions for calendar years
       beginning with the 2002 calendar year.

1.2.   COORDINATION WITH MINIMUM DISTRIBUTION REQUIREMENTS PREVIOUSLY IN EFFECT.
       Required minimum distributions for calendar 2002 will be determined as
       follows: If the total amount of 2002 required minimum distributions under
       the Plan made to a distributee for calendar 2002 (a) equals or exceeds
       the required minimum distributions determined under this amendment, then
       no additional distributions will be required to be made for 2002 on or
       after such date to the distribute; or (b) is less than the amount
       determined under this amendment, then required minimum distributions for
       2002 on and after such date will be determined so that the total amount
       of required minimum distributions for 2002 made to the distributee will
       be the amount determined under this amendment.

1.3.   PRECEDENCE. The requirements of this amendment will take precedence over
       any inconsistent provisions of the Plan and any prior amendments thereto.

1.4.   REQUIREMENTS OF INTERNAL REVENUE SERVICE REGULATIONS INCORPORATED. All
       distributions required under this amendment will be determined and made
       in accordance with the Internal Revenue Service regulations under Code
       ss.401(a)(9).

1.5.   TEFRA SS.242(B)(2) ELECTIONS. Notwithstanding the other provisions of
       this amendment, distributions may be made under a designation made before
       January 1, 1984, in accordance with ss.242(b)(2) of the Tax Equity and
       Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that
       relate to ss.242(b)(2) of TEFRA.

SECTION 2. TIME AND MANNER OF DISTRIBUTION

2.1.   REQUIRED BEGINNING DATE. The Participant's entire interest will be
       distributed, or begin to be distributed, to the Participant no later than
       the Participant's Required Beginning Date.

2.2.   DEATH OF PARTICIPANT BEFORE DISTRIBUTION BEGIN. If the Participant dies
       before distributions begin, his or her entire interest will be
       distributed, or begin to be distributed, no later than as follows:

       (a)    If the Participant's surviving Spouse is the Participant's sole
              designated Beneficiary, then subject to section 2.2 (e) below
              distributions to the surviving Spouse will begin by December 31 of
              the calendar year immediately following the calendar year in which
              the Participant died, or by December 31 of the calendar year in
              which the Participant would have attained age 70 1/2, if later.

                                    Page -1-


<PAGE>

       (b)    If the Participant's surviving Spouse is not the Participant's
              sole designated Beneficiary, then subject to section 2.2(e) below
              distributions to the designated Beneficiary will begin by December
              31 of the calendar year immediately following the calendar year in
              which the Participant died.

       (c)    If there is no designated Beneficiary as of September 30 of the
              year following the year of the Participant's death, the
              Participant's entire interest will be distributed by December 31
              of the calendar year containing the fifth anniversary of the
              Participant's death.

       (d)    If the Participant's surviving Spouse is the Participant's sole
              designated Beneficiary and the surviving Spouse dies after the
              Participant but before distributions to the surviving Spouse
              begin, this section 2.2, other than section 2.2(a), will apply as
              if the surviving Spouse were the Participant.

       (e)    If the Participant dies before distributions begin and there is a
              designated Beneficiary, distribution to the designated
              Beneficiary is not required to begin by the date specified in
              sections 2.2(a) or (b) above if the Participant's entire interest
              is distributed to the designated Beneficiary by December 31 of
              the calendar year containing the fifth anniversary of the
              Participant's death. In addition, a designated Beneficiary who is
              receiving payments under this 5-year rule may make a new election
              to receive payments under the life expectancy rule until December
              31, 2003, provided that all amounts that would have been required
              to be distributed under the life expectancy rule for all
              distribution calendar years before 2004 are distributed by the
              earlier of December 31, 2003 or the end of the 5-year period.

       For purposes of this section 2.2 and section 4, unless section 2.2(d)
       applies, distributions are considered to begin on the Participant's
       Required Beginning Date. If section 2.2(d) applies, distributions are
       considered to begin on the date distributions are required to begin to
       the surviving Spouse under section 2.2(a). If distributions under an
       annuity purchased from an insurance company irrevocably commence to the
       Participant before the Participant's Required Beginning Date (or to the
       Participant's surviving Spouse before the date distributions are
       required to begin to the surviving Spouse under section 2.2(a)), the
       date distributions are considered to begin is the date distributions
       actually commence.

2.3.   FORMS OF DISTRIBUTION. Unless the Participant's interest is distributed
       in the form of an annuity purchased from an insurance company or in a
       single sum on or before the Required Beginning Date, as of the first
       distribution calendar year distributions will be made in accordance with
       sections 3 and 4 of this amendment. If the Participant's interest is
       distributed in the form of an annuity purchased from an insurance
       company, distributions thereunder will be made in accordance with the
       requirements of Code ss.401(a)(9) and the IRS regulations.

SECTION 3. REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME

3.1.   AMOUNT OF REQUIRED MINIMUM DISTRIBUTION FOR EACH DISTRIBUTION CALENDAR
       YEAR. During the Participant's lifetime, the minimum amount that will be
       distributed each distribution calendar year is the lesser of (a) the
       quotient obtained by dividing the Participant's account balance by the
       distribution period in the Uniform Lifetime Table in ss.1.401(a)(9)-9 of
       the IRS regulations using the Participant's age as of his or her birthday
       in the distribution calendar year; or (b) if the Participant's sole
       designated Beneficiary for the distribution calendar year is the
       Participant's Spouse, the quotient obtained by dividing the Participant's
       account balance by the number in the Joint and Last Survivor Table in
       ss.1.401(a)(9)-9 of the IRS regulations using the Participant's and
       Spouse's attained ages as of the Participant's and Spouse's birthdays in
       the distribution calendar year.

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3.2.   LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR OF
       PARTICIPANT'S DEATH. Required minimum distributions will be determined
       under this section 3 beginning with the first distribution calendar year
       and up to and including the distribution calendar year that includes the
       Participant's date of death.

SECTION 4. REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

4.1.   DEATH ON OR AFTER DATE DISTRIBUTIONS BEGIN

       (a)    PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. If the Participant
              dies on or after the date distributions begin and there is a
              designated Beneficiary, the minimum amount that will be
              distributed for each distribution calendar year after the year of
              the Participant's death is the quotient obtained by dividing the
              Participant's account balance by the longer of the remaining life
              expectancy of the Participant or the remaining life expectancy of
              the Participant's designated Beneficiary, determined as follows:
              (1) the Participant's remaining life expectancy is calculated
              using the age of the Participant in the year of death, reduced by
              one for each subsequent year; (2) if the Participant's surviving
              Spouse is the sole designated Beneficiary, the remaining life
              expectancy of the surviving Spouse is calculated for each
              distribution calendar year after the year of the Participant's
              death using the surviving Spouse's age as of the Spouse's birthday
              in that year. For distribution calendar years after the year of
              the surviving Spouse's death, the remaining life expectancy of the
              surviving Spouse is calculated using the age of the surviving
              Spouse as of the Spouse's birthday in the calendar year of the
              Spouse's death, reduced by one for each subsequent calendar year;
              and (3) if the Participant's surviving Spouse is not the
              Participant's sole designated Beneficiary, the designated
              Beneficiary's remaining life expectancy is calculated using the
              age of the Beneficiary in the year following the year of the
              Participant's death, reduced by one for each subsequent year.

       (b)    NO DESIGNATED BENEFICIARY. If the Participant dies on or after the
              date distributions begin and there is no designated Beneficiary as
              of September 30 of the year after the year of the Participant's
              death, the minimum amount that will be distributed for each
              distribution calendar year after the year of the Participant's
              death is the quotient obtained by dividing the Participant's
              account balance by the Participant's remaining life expectancy
              calculated using the age of the Participant in the year of death,
              reduced by one each subsequent year.

4.2.   DEATH BEFORE DATE DISTRIBUTIONS BEGIN

       (a)    PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. If the Participant
              dies before the date distributions begin and there is a designated
              Beneficiary, the minimum amount that will be distributed for each
              distribution calendar year after the year of the Participant's
              death is the quotient obtained by dividing the Participant's
              account balance by the remaining life expectancy of the
              Participant's designated Beneficiary, as determined in section
              4.1.

       (b)    NO DESIGNATED BENEFICIARY. If the Participant dies before
              distributions begin and there is no designated Beneficiary as of
              September 30 of the year following the year of the Participant's
              death, distribution of the Participant's entire interest will be
              completed by December 31 of the calendar year containing the 5th
              anniversary of the Participant's death.

       (c)    DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO SURVIVING SPOUSE
              ARE REQUIRED TO BEGIN. If the Participant dies before the date
              distributions begin, the Participant's surviving Spouse is the
              Participant's sole designated Beneficiary, and the surviving
              Spouse dies before distributions are required to begin to the
              surviving Spouse under section 2.2(a), this section 4.2 will apply
              as if the surviving Spouse were the Participant.

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<PAGE>

SECTION 5. DEFINITIONS

5.1.   DESIGNATED BENEFICIARY. The Beneficiary designated by the Participant is
       the designated Beneficiary under Code ss.401(a)(9) and ss.1.401(a)(9)-1,
       Q&A-4 of the IRS regulations.

5.2.   DISTRIBUTION CALENDAR YEAR. A calendar year for which a minimum
       distribution is required. For distributions beginning before the
       Participant's death, the first distribution calendar year is the calendar
       year immediately preceding the calendar year which contains the
       Participant's Required Beginning Date. For distributions beginning after
       the Participant's death, the first distribution calendar year is the
       calendar year in which distributions are required to begin under section
       2.2. The required minimum distribution for the Participant's first
       distribution calendar year will be made on or before the Participant's
       Required Beginning Date. The required minimum distribution for other
       distribution calendar years, including the required minimum distribution
       for the distribution calendar year in which the Participant's Required
       Beginning Date occurs, will be made on or before December 31 of that
       distribution calendar year.

5.3.   LIFE EXPECTANCY. Life expectancy as computed by use of the Single Life
       Table in ss.1.401(a)(9)-9 of the IRS regulations.

5.4.   PARTICIPANT'S ACCOUNT BALANCE. For purposes of determining minimum
       distributions the Account balance as of the last Valuation Date in the
       calendar year immediately preceding the distribution calendar year
       (valuation calendar year) increased by the amount of any contributions
       made and allocated or forfeitures allocated to the Account balance as of
       dates in the valuation calendar year after the Valuation Date and
       decreased by distributions made in the valuation calendar year after the
       Valuation Date. The Account balance for the valuation calendar year
       includes any amounts rolled over or transferred to the Plan either in the
       valuation calendar year or in the distribution calendar year if
       distributed or transferred in the valuation calendar year.


                                                     HOT TOPIC, INC.


                                                     By_________________________


                                                     Date_______________________

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