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                                                                     EXHIBIT 4.1



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                              DANIEL GREEN COMPANY

                       RETIREMENT SAVINGS PARTNERSHIP PLAN

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                              Amended and Restated
                         Effective as of January 1, 2001

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                                TABLE OF CONTENTS

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ARTICLE I: TITLE AND PURPOSE...........................................................................   1

    1.1 TITLE..........................................................................................   1
    1.2 PURPOSE........................................................................................   1
    1.3 HISTORY........................................................................................   1

ARTICLE 2: DEFINITIONS.................................................................................   2

    2.1 ACCOUNT........................................................................................   2
    2.2 AFFILIATED COMPANIES...........................................................................   2
    2.3 ANNUAL ADDITION................................................................................   2
    2.4 BENEFICIARY....................................................................................   2
    2.5 BOARD OF DIRECTORS.............................................................................   2
    2.6 CODE...........................................................................................   2
    2.7 COMMITTEE......................................................................................   2
    2.8 COMPANY........................................................................................   2
    2.9 COMPANY BASIC CONTRIBUTION.....................................................................   2
    2.10 COMPANY CONTRIBUTION..........................................................................   2
    2.11 COMPANY CONTRIBUTIONS ACCOUNT.................................................................   2
    2.12 COMPANY MATCHING CONTRIBUTION.................................................................   2
    2.13 COMPENSATION..................................................................................   3
    2.14 DEFERRAL CONTRIBUTION.........................................................................   3
    2.15 DEFERRAL CONTRIBUTIONS ACCOUNT................................................................   3
    2.16 EMPLOYER SECURITY.............................................................................   3
    2.17 EMPLOYEE......................................................................................   3
    2.18 EMPLOYMENT COMMENCEMENT DATE..................................................................   3
    2.19 ENTRY DATE....................................................................................   3
    2.20 ERISA.........................................................................................   4
    2.21 EXCESS AGGREGATE CONTRIBUTION.................................................................   4
    2.22 EXCESS AMOUNT.................................................................................   4
    2.23 EXCESS CONTRIBUTION...........................................................................   4
    2.24 EXCESS DEFERRAL AMOUNT........................................................................   4
    2.25 FISCAL YEAR...................................................................................   4
    2.26 GROSS COMPENSATION............................................................................   4
    2.27 HIGHLY COMPENSATED EMPLOYEE AND HCE...........................................................   4
    2.28 HOUR OF SERVICE...............................................................................   4
    2.29 LEASED EMPLOYEE...............................................................................   6
    2.30 LEAVE OF ABSENCE..............................................................................   6
    2.31 NON-HIGHLY COMPENSATED EMPLOYEE...............................................................   6
    2.32 ONE-YEAR BREAK IN SERVICE.....................................................................   6
    2.33 PARTICIPANT...................................................................................   6
    2.34 PENSION PLAN..................................................................................   6
    2.35 PENSION PLAN TRANSFER ACCOUNT.................................................................   6
    2.36 PLAN..........................................................................................   6
    2.37 PLAN YEAR.....................................................................................   6
    2.38 QUALIFIED DOMESTIC RELATIONS ORDER............................................................   7
    2.39 REPLACEMENT PLAN ACCOUNT......................................................................   7
    2.40 REPLACEMENT PLAN AMOUNT.......................................................................   7
    2.41 RETIREMENT....................................................................................   7
    2.42 ROLLOVER ACCOUNT..............................................................................   7
    2.43 ROLLOVER CONTRIBUTION.........................................................................   7
    2.44 SECTION 415 COMPENSATION......................................................................   7
    2.45 SUSPENSE ACCOUNT..............................................................................   7
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    2.46 TRUST AGREEMENT...............................................................................   7
    2.47 TRUST AND TRUST FUND..........................................................................   8
    2.48 TRUSTEE.......................................................................................   8
    2.49 VALUATION DATE................................................................................   8
    2.50 YEAR OF SERVICE...............................................................................   8
    2.51 PENOBSCOT REPLACEMENT PLAN AMOUNT.............................................................   8
    2.52 PENOBSCOT PLAN................................................................................   8

ARTICLE 3: ELIGIBILITY TO PARTICIPATE..................................................................   9

    3.1 INITIAL ELIGIBILITY............................................................................   9
    3.2 ELIGIBILITY FOLLOWING INTERRUPTION OF SERVICE..................................................   9
    3.3 DETERMINATION AND NOTICE OF ELIGIBILITY BY COMMITTEE...........................................   9
    3.4 EXCLUSION OF CERTAIN INDIVIDUALS...............................................................   9
    3.5 APPLICATION OF USERRA..........................................................................   9
    3.6 RECLASSIFIED EMPLOYEE..........................................................................   9

ARTICLE 4: CONTRIBUTIONS BY PARTICIPANTS...............................................................  11

    4.1 ELECTIONS......................................................................................  11
    4.2 NONDISCRIMINATION REQUIREMENTS FOR DEFERRAL CONTRIBUTIONS......................................  11
    4.3 ROLLOVER CONTRIBUTIONS.........................................................................  13

ARTICLE 5: CONTRIBUTIONS...............................................................................  14

    5.1 COMPANY'S ANNUAL CONTRIBUTION..................................................................  14
    5.2 COMPANY CONTRIBUTIONS..........................................................................  14
    5.3 PAYMENT OF COMPANY'S CONTRIBUTIONS.............................................................  15
    5.4 LIMITATION ON COMPANY MATCHING CONTRIBUTIONS...................................................  15
    5.5 SCHEDULE.......................................................................................  16
    5.6 CORRECTION OF ERRORS...........................................................................  17
    5.7 NO OBLIGATION OF TRUSTEE AND COMMITTEE.........................................................  17

ARTICLE 6: REPLACEMENT PLAN AMOUNT.....................................................................  18

    6.1 DEFINITION OF REPLACEMENT PLAN AMOUNT..........................................................  18
    6.2 TIMING OF ALLOCATION OF REPLACEMENT PLAN AMOUNT................................................  18
    6.3 METHOD OF ALLOCATION FROM SUSPENSE ACCOUNT.....................................................  18
    6.4 INVESTMENT OF REPLACEMENT PLAN AMOUNT..........................................................  19
    6.5 VALUATION OF STOCK.............................................................................  19
    6.6 COMPANY REPURCHASE OF EMPLOYER SECURITIES......................................................  19

ARTICLE 6A: PENOBSCOT REPLACEMENT PLAN AMOUNT..........................................................  20

    6A.1 DEFINITION OF PENOBSCOT REPLACEMENT PLAN AMOUNT...............................................  20
    6A.2 TIMING OF RELEASE OF PENOBSCOT REPLACEMENT PLAN AMOUNT........................................  20
    6A.3 METHOD OF ALLOCATION FROM THE SUSPENSE ACCOUNT................................................  21
    6A.4 INVESTMENT OF PENOBSCOT REPLACEMENT PLAN AMOUNT...............................................  21
    6A.5 VALUATION OF STOCK............................................................................  21
    6A.6 COMPANY REPURCHASE OF EMPLOYER SECURITIES.....................................................  21

ARTICLE 7: ALLOCATION OF CONTRIBUTIONS AND TRUST EARNINGS..............................................  23

    7.1 ACCOUNTS OF PARTICIPANTS.......................................................................  23
    7.2 ALLOCATION OF COMPANY CONTRIBUTIONS AND FORFEITURES............................................  23
    7.3 LIMITATION ON PARTICIPANT ALLOCATIONS..........................................................  23
    7.4 FORFEITURE ACCOUNTS............................................................................  25
    7.5 NET VALUE OF THE TRUST.........................................................................  25
    7.6 ADJUSTMENT OF ACCOUNTS.........................................................................  25
    7.7 LIMITATION OF PARTICIPANT'S RIGHTS.............................................................  26

ARTICLE 8: RETIREMENT BENEFITS.........................................................................  27
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    8.1 NORMAL RETIREMENT..............................................................................  27
    8.2 LATE RETIREMENT................................................................................  27
    8.3 DISABILITY RETIREMENT..........................................................................  27
    8.4 RETIREMENT BENEFITS............................................................................  27

ARTICLE 9: DEATH BENEFITS..............................................................................  28

    9.1 DEATH OF A PARTICIPANT.........................................................................  28
    9.2 DESIGNATION OF BENEFICIARY.....................................................................  28
    9.3 DISTRIBUTION IN CASE NO BENEFICIARY DESIGNATED OR SURVIVING....................................  28
    9.4 DEATH OF A BENEFICIARY.........................................................................  29

ARTICLE 10: SEVERANCE BENEFITS.........................................................................  30

    10.1 SEVERANCE BENEFIT.............................................................................  30
    10.2 VESTED BALANCE................................................................................  30
    10.3 YEARS OF SERVICE..............................................................................  30
    10.4 DISPOSITION OF FORFEITURES....................................................................  31
    10.5 SEVERANCE BENEFIT IN CERTAIN CASES............................................................  32

ARTICLE 11: DISTRIBUTION OF BENEFITS...................................................................  33

    11.1 TIME AND MANNER OF DISTRIBUTION OF RETIREMENT AND SEVERANCE BENEFITS..........................  33
    11.2 MINIMUM DISTRIBUTION REQUIREMENTS.............................................................  34
    11.3 TIME AND MANNER OF DISTRIBUTION OF DEATH BENEFITS.............................................  35
    11.4 NOTICE OF DEATH, RETIREMENT OR TERMINATION OF SERVICE.........................................  36
    11.5 DIRECT ROLLOVER DISTRIBUTIONS.................................................................  36
    11.6 DISTRIBUTION UNDER QUALIFIED DOMESTIC RELATIONS ORDER.........................................  37
    11.7 HARDSHIP DISTRIBUTION.........................................................................  37
    11.8 DISTRIBUTION OF EXCESS DEFERRAL AMOUNTS.......................................................  38
    11.9 DISTRIBUTION OF EXCESS CONTRIBUTIONS..........................................................  39
    11.10 DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS...............................................  39
    11.11 CESSATION OF INTEREST........................................................................  39
    11.12 MISSING PERSONS..............................................................................  40
    11.13 MAILING OF BENEFITS..........................................................................  40
    11.14 MINORS AND INCOMPETENTS......................................................................  40

ARTICLE 12: ADMINISTRATION OF THE PLAN.................................................................  41

    12.1 MEMBERS OF THE COMMITTEE......................................................................  41
    12.2 POWERS AND DUTIES OF THE COMMITTEE; COMMITTEE NOT TO ACT IN DISCRIMINATORY MANNER.............  41
    12.3 NOTIFICATION OF TRUSTEE.......................................................................  42
    12.4 COMMITTEE PROCEDURES: CHAIRMAN AND SECRETARY..................................................  42
    12.5 COMMITTEE TO KEEP ACCURATE RECORDS............................................................  42
    12.6 RELIANCE ON SPECIALISTS.......................................................................  42
    12.7 COMPENSATION; LIABILITY.......................................................................  43
    12.8 ELECTIONS, REQUESTS AND DESIGNATIONS..........................................................  43
    12.9 CLAIMS PROCEDURE..............................................................................  43

ARTICLE 13: TRUSTEE....................................................................................  45

    13.1 TRUST AGREEMENT...............................................................................  45
    13.2 INVESTMENT OF TRUST FUND......................................................................  45
    13.3 TRUSTEE'S ACCOUNTS............................................................................  46
    13.4 TRUSTEE'S RECORDS.............................................................................  46
    13.5 TRUSTEE'S LIABILITY...........................................................................  46
    13.6 TRUSTEE'S COMPENSATION AND EXPENSES...........................................................  47

ARTICLE 14: AMENDMENT AND TERMINATION..................................................................  48

    14.1 RIGHT TO AMEND OR TERMINATE...................................................................  48
    14.2 PERMANENCE OF PLAN............................................................................  48
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    14.3 TERMINATION OF PLAN OR PLAN AND TRUST.........................................................  48
    14.4 VESTING ON TERMINATION OR PARTIAL TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS......  49
    14.5 SUCCESSOR TO BUSINESS OF THE COMPANY..........................................................  49
    14.6 LIQUIDATION OF TRUST..........................................................................  49
    14.7 MERGER OR CONSOLIDATION OF PLAN...............................................................  50

ARTICLE 15: SPENDTHRIFT PROVISION; ALIENATION PROHIBITED...............................................  51

ARTICLE 16: SPECIAL TAX QUALIFICATION PROVISIONS.......................................................  52

    16.1 AFFILIATED COMPANIES..........................................................................  52
    16.2 TOP-HEAVY PLAN REQUIREMENTS...................................................................  52

ARTICLE 17: MISCELLANEOUS..............................................................................  55

    17.1 RIGHTS OF EMPLOYEES...........................................................................  55
    17.2 OBLIGATION OF THE COMPANY.....................................................................  55
    17.3 ACTION BY THE COMPANY.........................................................................  55
    17.4 CONSTRUCTION..................................................................................  55
    17.5 LIABILITY OF THE COMPANY......................................................................  55
    17.6 TITLES........................................................................................  55
    17.7 COUNTERPARTS..................................................................................  55
    17.8 EXPENSES......................................................................................  56
    17.9 ADOPTION BY AFFILIATED COMPANY................................................................  56
</TABLE>

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                                    ARTICLE I

                                TITLE AND PURPOSE

1.1      Title. The Plan shall be known as the Daniel Green Company Retirement
         Savings Partnership Plan.

1.2      Purpose. The Plan is created for the purpose of enabling Employees of
         the Company who qualify as Participants to share in the profits of the
         Company. The Plan is intended to qualify as a profit sharing plan under
         Section 401(a) of the Code, to constitute a qualified cash or deferred
         arrangement under Section 401(k) of the Code, and to serve as a
         qualified replacement plan within the meaning of Section 4980(d) of the
         Code. As such, the Plan shall be eligible to receive reversionary
         monies from the Pension Plan, a terminating defined benefit plan
         sponsored by the Company, any such amounts to be allocated in
         accordance with section 4980(d)(2)(c) of the Code. The principal and
         income of the Plan shall never be paid or revert to the Company, or be
         used for any purpose whatsoever other than the exclusive purpose of
         providing benefits to the Participants or their Beneficiaries and
         defraying the reasonable expenses of administering the Plan, except
         that: (a) amounts described in Section 6.3(i) may be returned to the
         Company upon termination of the Plan; (b) contributions made by mistake
         of fact may, if the Company so elects, be returned to the Company
         within one year of the date of payment; and (c) contributions of the
         Company, all of which are hereby conditioned on their deductibility
         under the Code, may, if and to the extent that a deduction therefor is
         disallowed, and if the Company so elects, be returned to the Company
         within one year of the disallowance of the deduction.

1.3      History. The Plan was originally established effective as of August 1,
         1997. This amendment and restatement to the Plan, effective as of
         January 1, 2001 is intended to comply with the Uruguay Round Agreements
         Act of 1994 (GATT), the Uniformed Services Employment and Reemployment
         Rights Act, the Small Business Job Protection Act of 1996, the Taxpayer
         Relief Act of 1997, the IRS Restructuring and Reform Act of 1998, and
         the Community Renewal Tax Relief Act of 2000. This amendment and
         restatement is also intended as good faith compliance with the
         requirements of the Economic Growth and Tax Relief Reconciliation Act
         of 2001 ("EGTRRA"), such amendments to be construed in accordance with
         EGTRRA and guidance issued thereunder.

                                        1
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                                    ARTICLE 2

                                   DEFINITIONS

2.1      "Account" means any or all of the accounts maintained on the books of
         the Plan for a Participant's benefit pursuant to any provision of the
         Plan.

2.2      "Affiliated Companies" means the Company and all corporations,
         partnerships, trades or businesses (whether or not incorporated)
         described in and subject to the terms of Section 16.1. "Affiliated
         Company" means the Company and each of the Affiliated Companies.

2.3      "Annual Addition" means the sum of the contributions by the Company
         (including Deferral Contributions), amounts allocated to a
         Participant's Replacement Plan Account from the Suspense Account, and
         any forfeitures allocated to a Participant's Account for the Plan Year.

2.4      "Beneficiary" means the person or persons designated by a Participant
         pursuant to Section 9.2 (or if no designated beneficiary is named, or
         survives, the person or persons specified in Section 9.3) to receive
         the benefits distributable under the Plan on account of his death.

2.5      "Board of Directors" means the Board of Directors of the Company.

2.6      "Code" means the Internal Revenue Code of 1986, as amended from time to
         time, or other statute of similar import.

2.7      "Committee" has the meaning set forth in Section 12.1.

2.8      "Company" means Daniel Green Company and any successor to substantially
         all of its business, and any Affiliated Company that has adopted the
         Plan in accordance with Section 17.9.

2.9      "Company Basic Contribution" means the portion of the Company
         Contribution which is described in clause (a) of Section 5.2.

2.10     "Company Contribution" means the total amount contributed to the Plan
         pursuant to Section 5.2.

2.11     "Company Contributions Account" means an account maintained on the
         books of the Plan for the purpose of recording allocations to a
         Participant of contributions made to the Plan by the Company pursuant
         to Section 5.2, and any income, expenses, gains and losses attributable
         thereto and any withdrawals or distributions therefrom.

2.12     "Company Matching Contribution" means the portion of the Company
         Contribution which is described in clause (b) of Section 5.2.

                                        2
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2.13     "Compensation" means base pay paid by the Company to an Employee for
         services rendered, plus overtime, and two-thirds of any commissions,
         but not including payments in lieu of vacation, bonuses, or other
         incentive compensation, or any contributions or payments made pursuant
         to this Plan or any other employee benefit plan; provided, however,
         that for all purposes and provisions of the Plan other than Section
         7.3, any pre-tax contributions made by an Employee pursuant to a plan
         described in Section 125 shall be considered part of his Compensation.
         For Plan Years beginning after December 31, 1997, for all purposes and
         provisions of the Plan other than Section 7.03, any pre-tax
         contributions made by an Employee pursuant to a plan described in
         Section 401(k) and 457 shall be considered part of his Compensation.
         For Plan Years beginning after December 31, 2000, for all purposes and
         provisions of the Plan other than Section 7.3, any pre-tax
         contributions made by an Employee pursuant to a plan described in
         Section 132(f)(4) shall be considered part of his Compensation. The
         Compensation of each Employee taken into account under the Plan for any
         Plan Year shall not exceed $170,000 ($200,000 for Plan Years beginning
         after December 31, 2001) or such other amount as may apply under
         Section 401(a)(17) of the Code, as adjusted by the Secretary of the
         Treasury pursuant to Section 415(d) of the Code. For purposes of
         Section 5.2, only Compensation with respect to the portion of the year
         that the Plan was in effect and the Employee was a Participant shall be
         taken into account.

2.14     "Deferral Contribution" means an amount contributed to the Plan
         pursuant to Section 4.1.

2.15     "Deferral Contributions Account" means an account maintained on the
         books of the Plan for the purpose of recording contributions made to
         the Plan by the Company pursuant to a Participant's election in
         accordance with Section 4.1, and any income, expenses, gains or losses
         attributable thereto and any withdrawals or distributions therefrom.

2.16     "Employer Security" means stock of the Company that meets the
         requirements of Section 409(l) of the Code.

2.17     "Employee" means any individual who is employed in the business of the
         Company.

2.18     "Employment Commencement Date" means the date on which an Employee or a
         Leased Employee first rendered an Hour of Service to an Affiliated
         Company. In the case of an Employee who returns to employment with the
         Affiliated Companies after a One-Year Break in Service, Employment
         Commencement Date means the date on which the Employee renders an Hour
         of Service after the One-Year Break in Service. The Employment
         Commencement Date of an Employee of any corporation, partnership, trade
         or business that becomes an Affiliated Company (or is merged into or
         otherwise becomes part of an Affiliated Company) in accordance with
         Section 16.1 shall be the date his employer became an Affiliated
         Company; provided, however, that the Company may establish an earlier
         date as the Employment Commencement Date, by action of its authorized
         officer or the Board of Directors.

2.19     "Entry Date" means the first day of each calendar quarter.

                                        3
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2.20     "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended from time to time, or other statute of similar import.

2.21     "Excess Aggregate Contribution" has the meaning set forth in Section
         11.10.

2.22     "Excess Amount" has the meaning set forth in Section 7.3.

2.23     "Excess Contribution" has the meaning set forth in Section 11.9.

2.24     "Excess Deferral Amount" has the meaning set forth in Section 11.8.

2.25     "Fiscal Year" means the regular annual accounting period of the Company
         for federal income tax purposes, which at the time of the adoption of
         this Plan is the twelve month period that ends on the last day of
         December.

2.26     "Gross Compensation" means the Section 415 Compensation.

2.27     "Highly Compensated Employee" and "HCE" each means an employee of an
         Affiliated Company who:

         (a)      Was at any time a 5-percent owner, within the meaning of
                  Section 416(i)(1) of the Code, of an Affiliated Company during
                  the Plan Year in question or the immediately preceding Plan
                  Year; or

         (b)      Had Gross Compensation during the Plan Year immediately
                  preceding the Plan Year in question in excess of $85,000
                  [$90,000 for Plan Years beginning after December 31, 2001] (as
                  adjusted pursuant to Section 414(q)(1) of the Code).

2.28     "Hour of Service" means the following:

         (a)      Each hour for which an Employee is paid, or entitled to
                  payment, for the performance of duties for an Affiliated
                  Company. These hours shall be credited to the Employee for the
                  computation period or periods in which the duties were
                  performed.

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

                  (i)      no more than 501 Hours of Service shall be credited
                           under this paragraph (b) to an Employee on account of
                           any single continuous period during which the
                           Employee performs no services (whether or not such
                           period occurs in a single Plan Year or other
                           computation period);

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                  (ii)     an hour for which an Employee is paid, or entitled to
                           payment, by an Affiliated Company on account of a
                           period during which no duties are performed shall not
                           be credited to the Employee if such payment is made
                           or due under a plan maintained solely for the purpose
                           of complying with applicable worker's compensation or
                           unemployment compensation or disability insurance
                           laws; and

                  (iii)    Hours of Service shall not be credited for a payment
                           that solely reimburses an Employee for medical or
                           medically related expenses incurred by the Employee.

         (c)      Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by an Affiliated
                  Company; provided, however, that the same Hours of Service
                  shall not be credited under both paragraph (a) above and this
                  paragraph (c); and provided, further, that no more than 501
                  Hours of Service shall be credited under this paragraph (c)
                  with respect to payments of back pay, to the extent that such
                  back pay is agreed to or awarded for a period of time
                  described in paragraph (b) above, during which the Employee
                  did not or would not have performed any duties. These hours
                  shall be credited to the Employee for the computation period
                  or periods to which the award or payment pertains, rather than
                  the computation period in which the award, agreement or
                  payment is made.

                  Hours of Service for nonperformance of duties shall be
                  credited in accordance with Department of Labor Regulations
                  Section 2530.200b-2(b). Hours of Service shall be credited to
                  the applicable computation period in accordance with
                  Department of Labor Regulations Section 2530.200b-2(c).

                  Solely for the purpose of determining whether an Employee has
                  incurred a One-Year Break in Service, an Employee who is
                  absent from work on account of pregnancy or of the birth or
                  adoption of a child, or for purposes of caring for a newborn
                  or newly adopted child, shall be credited during such absence
                  with the number of Hours of Service that would normally have
                  been credited to him but for such absence (or, if the number
                  just described cannot be determined, with eight Hours of
                  Service per day of such absence); provided, however, that no
                  more than 501 Hours of Service shall be credited with respect
                  to any such pregnancy, birth or adoption. The Employee must
                  furnish such information as shall be reasonably required to
                  establish the reason for an absence and its duration. Hours of
                  Service credited in accordance with this paragraph shall be
                  credited for the computation period in which the absence
                  begins, if necessary to prevent a One-Year Break in Service in
                  that period, or if not, in the computation period next
                  following that in which the absence begins.

                  A Leased Employee shall be credited with Hours of Service in
                  the same manner as an Employee, treating payment or
                  entitlement to payment on account of

                                        5
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                  services performed for an Affiliated Company as though the
                  payment were made or to be made by the Affiliated Company.

2.29     "Leased Employee" means any person, other than an Employee, who has
         performed for an Affiliated Company on a substantially full-time basis
         for a period of at least one year services under the primary direction
         or control of the Affiliated Company. A Leased Employee shall not be
         eligible to participant in the Plan, but a Leased Employee who becomes
         an Employee shall receive credit for purposes of Articles 3 and 10 for
         the Hours of Service credited to him while he was a Leased Employee,
         and for the period of one year immediately before he became a Leased
         Employee.

2.30     "Leave of Absence" means any extended unpaid absence from employment
         that is authorized in writing by an Affiliated Company on a uniform and
         nondiscriminatory basis. Leave of Absence may be authorized for reasons
         of illness, injury, temporary reduction in work force, training,
         education or other reasons in the discretion of an Affiliated Company.
         Leave of Absence shall be authorized for any period of military service
         during which the Employee's re-employment rights are protected by law.
         An Employee who leaves employment pursuant to a Leave of Absence, but
         fails (for any reason other than his death or Retirement) to return to
         employment with the Company at its expiration, shall be deemed to have
         quit as of the first day of the Leave of Absence, unless he has again
         become an Employee by the first anniversary of that date.

2.31     "Non-Highly Compensated Employee" means an Employee who is not a Highly
         Compensated Employee.

2.32     "One-Year Break in Service" means a Plan Year during which an Employee
         is not credited with more than 500 Hours of Service, unless the
         Employee's failure to be so credited is due to his Leave of Absence, at
         the expiration of which he returns to service with the Company.

2.33     "Participant" means an Employee who is either currently participating
         in the Plan in accordance with Article 3, or who has an Account in the
         Trust Fund resulting from his past participation in the Plan.

2.34     "Pension Plan" means the Retirement Plan for Employees of Daniel Green
         Company.

2.35     "Pension Plan Transfer Account" means an account maintained on the
         books of the Plan for the purpose of recording allocations of a
         Participant with respect to any elective transfers by such Participant
         from the Pension Plan, and any income, expenses, gains or losses
         attributable thereto and any withdrawals or distributions therefrom.

2.36     "Plan" means the Daniel Green Company Retirement Savings Partnership
         Plan as set forth herein, with any and all supplements and amendments
         hereto that may be in effect.

2.37     "Plan Year" means the annual accounting period of the Plan and Trust,
         which coincides with the Fiscal Year.

                                       6
<PAGE>

2.38     "Qualified Domestic Relations Order" means a judgment, decree or order
         that: (a) relates to the provision of child support, alimony, or
         marital property rights to a spouse, former spouse, child or other
         dependent of a Participant; (b) is made pursuant to the domestic
         relations law (including community property law) of any state; and (c)
         is determined by the Committee to constitute a "qualified domestic
         relations order" within the meaning of Section 414(p) of the Code.

2.39     "Replacement Plan Account" means any account maintained on the books of
         the Plan for the purpose of recording allocations of a Participant from
         the Suspense Account and any income, expenses, gains or looses
         attributable thereto and any withdrawals or distributions therefrom.

2.40     "Replacement Plan Amount" has the meaning set forth in Section 6.1.

2.41     "Retirement" means Normal, Late or Disability Retirement, as provided
         in Article 8.

2.42     "Rollover Account" means an account maintained on the books of the Plan
         for the purpose of recording the Rollover Contributions, if any, made
         by or on behalf of a Participant pursuant to Section 4.3, and any
         income, expenses, gains or losses attributable thereto and any
         distributions therefrom.

2.43     "Rollover Contribution" means a contribution made in accordance with
         Section 4.3.

2.44     "Section 415 Compensation" means an Employee's "wages" for a Plan Year,
         as defined for purposes of federal income tax withholding in Section
         3401(a) of the Code in connection with income tax withholding at the
         source, and all other compensation paid to the Employee by the Company
         in the course of its trade or business, for which the Company is
         required to furnish the Employee with a written statement under Section
         6041(d), 6051(a)(3) and 6052 of the Code, determined without regard to
         exclusions based on the nature or location of the employment or the
         services performed (such as the exception for agricultural labor in
         Section 3401(a)(2) of the Code); provided, however, that effective for
         Plan Years beginning after December 31, 1997, any pre-tax contributions
         made by an Employee pursuant to a plan described in Section 401(k),
         125, or 457 of the Code shall be considered part of his Section 415
         Compensation. Effective for Plan Years beginning after December 31,
         2000, pre-tax contributions made by an Employee pursuant to a plan
         described in Section 132(f)(4) shall be considered part of his 415
         Compensation.

2.45     "Suspense Account" has the meaning set forth in Sections 6.2(a) or
         6A.2(a).

2.46     "Trust Agreement" means the Custody Agreement for Qualified Employee
         Benefit Plans and the Directed Trust Rider thereto executed August 1997
         by the Company and Exeter Trust Company, with any and all supplements
         and amendments thereto that may be in effect.

                                       7
<PAGE>

2.47     "Trust" and "Trust Fund" means the fund established pursuant to the
         Trust Agreement.

2.48     "Trustee" means Exeter Trust Company, or the person or persons who
         otherwise from time to time act as trustee under the Trust Agreement.

2.49     "Valuation Date" means, as to all investments other than Employer
         Securities, each day that the New York Stock Exchange is open, or such
         other date or dates as the Administrator may designate. In the
         discretion of the Committee, Employer Securities may be valued less
         frequently than other assets held by the Trustee, but must be valued as
         of each of June 30, 1998, 1999 and 2000. Valuation Dates shall occur no
         less frequently than once in every twelve months.

2.50     "Year of Service" means a Plan Year during which an Employee or a
         Leased Employee is credited with at least 1,000 Hours of Service and
         such other periods of time as are taken into account pursuant to
         Article 10.

2.51     "Penobscot Replacement Plan Amount" has the meaning set forth in
         Section 6A.1.

2.52     "Penobscot Plan" means the Penobscot Shoe Retirement Plan.

                                       8
<PAGE>

                                    ARTICLE 3

                           ELIGIBILITY TO PARTICIPATE

3.1      Initial Eligibility. Each person who is an Employee on December 31,
         2000 and was a participant in the Pension Plan shall be eligible to
         participate in the Plan on January 1, 2001. Each other Employee who has
         attained age 18 shall become eligible to participate in the Plan on the
         Entry Date coinciding with or next following the date on which he has
         completed a period of twelve consecutive months of service since his
         Employment Commencement Date. For purposes of determining the
         eligibility of an Employee to become a Participant in order to receive
         an allocation under Article 6A, eligibility service counted under the
         Penobscot Plan shall be counted for purpose of the Plan.

3.2      Eligibility Following Interruption of Service. An Employee who incurs
         one or more One-Year Breaks in Service after having fulfilled the
         requirements of Section 3.1 shall remain eligible to participate in the
         Plan, and may resume participation in the Plan as of the date on which
         he first completes an Hour of Service following his return to
         employment. An Employee who fulfills the requirements of Section 3.1
         and incurs one or more consecutive One-Year Breaks in Service before
         the occurrence of his Entry Date shall become eligible to participate
         in the Plan as of the date on which he first completes an Hour of
         Service following his return to employment. An Employee whose
         employment terminates before he has fulfilled the requirements of
         Section 3.1 shall be treated as a new Employee upon his re-employment.

3.3      Determination and Notice of Eligibility by Committee. The determination
         of an Employee's eligibility to participate in the Plan shall be made
         from the records of the Company by the Committee, which shall have full
         discretionary authority to interpret and apply the eligibility
         provisions of the Plan. The Committee shall inform each Employee who
         satisfies the requirements of Section 3.1 or 3.2 of his eligibility to
         participate in the Plan.

3.4      Exclusion of Certain Individuals. Notwithstanding any other provision
         of this Article 3 to the contrary, any individual classified by an
         Affiliated Company as an independent contractor, including any Leased
         Employee, shall be ineligible to participate in the Plan,
         notwithstanding any recharacterization of the individual as an employee
         for any federal, state, or local law purpose.

3.5      Application of USERRA. Notwithstanding any provision of this 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 Section 414(u) of the Code.

3.6      Reclassified Employee. Notwithstanding anything contained herein to the
         contrary, an individual who is not characterized or treated as a
         common-law employee by the Company will not be eligible to participate
         in the Plan. However, in the event that such an individual is
         reclassified or deemed to be reclassified as a common-law employee,the

                                       9
<PAGE>

         individual will be eligible to participate in the Plan no earlier than
         the actual date of reclassification (if such individual otherwise
         qualifies as an Employee hereunder). If the effective date of any such
         reclassification is prior to the actual date of reclassification, in no
         event will the reclassified individual be eligible to participate in
         the Plan retroactively to the effective date of such reclassification.

                                       10
<PAGE>

                                    ARTICLE 4

                          CONTRIBUTIONS BY PARTICIPANTS

4.1      Elections. Subject to Section 4.1, each Employee who has become
         eligible to participate in the Plan in accordance with Article 3 shall
         be entitled to elect that the Company contribute to the Plan as a
         Deferral Contribution on his behalf any whole percentage from one
         percent (1%) to ten percent (10%) of his Compensation, instead of
         paying that amount to him in cash; but no Participant shall be entitled
         to elect to have the Company make a Deferral Contribution for any Plan
         Year that would exceed the limitations specified in Section 4.2 and
         7.3. Deferral Contributions shall constitute contributions of the
         Company to the Plan for all purposes except the determination of
         Compensation under Section 2.13.

         An amount credited to a Participant's Deferral Contributions Account
         pursuant to a Participant's election shall be treated as a Deferral
         Contribution for the Plan Year in which such contribution is made,
         shall be transmitted by the Company to the Trustee as soon as
         practicable after the payment date (but in no event later than the time
         prescribed by the Department of Labor Regulations Section 2510.3-102),
         and shall be treated thereafter as a Deferral Contribution for all
         purposes of the Plan. In no event shall the Deferral Contributions of a
         Participant be forfeited.

         Subject to the provisions of this Section 4.1, the Committee shall have
         the discretionary authority to establish uniform and nondiscriminatory
         rules and procedures, and from time to time to modify or change such
         rules and procedures, governing the manner, method, and timing of
         elections by which Deferral Contributions are made to the Plan;
         provided, however, that in no event shall a Deferral Contribution be
         permitted with respect to Compensation currently available to a
         Participant.

4.2      Nondiscrimination Requirements for Deferral Contributions. No
         Participant shall be entitled to have the Company make a Deferral
         Contribution for any Plan Year if the contribution (i) would cause the
         Annual Addition to his Account to exceed the maximum specified in
         Section 7.3 or (ii) the contribution would cause the total of the
         Participant's Deferral Contributions for any calendar year to exceed
         the limit set forth in Section 402(g) of the Code.

         Deferral Contributions for a Plan Year must satisfy at least one of the
         following tests:

         (a)      The Average Deferral Percentage (as hereinafter defined) for
                  the current Plan Year for the group of Participants who are
                  Highly Compensated Employees (the "HCE Group") does not exceed
                  the Average Deferral Percentage for the preceding Plan Year
                  for the group of Participants who are Non-Highly Compensated
                  Employees (the "NHCE Group") times 1.25; or

                                       11
<PAGE>

         (b)      The Average Deferral Percentage for the HCE Group does not
                  exceed the Average Deferral Percentage for the NHCE Group for
                  the preceding Plan Year times 2.0, and the Average Deferral
                  Percentage for the HCE Group does not exceed the Average
                  Deferral Percentage for the NHCE Group for the preceding Plan
                  Year by more than two percentage points.

         If the Company makes an election pursuant to Section 401(k)(3)(A) of
         the Code, the phrase "current Plan Year," when used in this Section
         4.2, shall be substituted for the phrase "preceding Plan Year." In
         applying this Section 4.2 for the Plan Year ending December 31, 1997,
         the Average Deferral Percentage for the NHCE Group for the preceding
         Plan Year shall be three percent; provided, however, that if the
         Company makes an election pursuant to Section 401(k)(3)(E)(ii) of the
         Code, the Average Deferral Percentage for the NHCE Group for the
         preceding Plan Year shall be the Average Deferral Percentage for the
         NHCE Group for the current Plan Year.

         The Average Deferral Percentage for a group of Participants for a Plan
         Year shall be the average, expressed as a percentage, of the individual
         ratios of (i) a Participant's Deferral Contributions for the Plan Year
         in question to (ii) the Participant's Section 415 Compensation for the
         Plan Year in question. In calculating such ratios: (i) Deferral
         Contributions returned to a Participant pursuant to Section 7.3 shall
         be excluded; (ii) contributions made on behalf of a Highly Compensated
         Employee pursuant to Section 401(k) of the Code under all plans of any
         Affiliated Companies shall be considered to have been made under a
         single arrangement; and (iii) the rules set forth in Income Tax
         Regulations Section 1.401(k)-1(b) shall apply.

         For purposes of this Section 4.2, the term "Participant" includes any
         Employee who was eligible for all or part of the Plan Year in question
         to make Deferral Contributions, or who would have been eligible but for
         the limitation contained in Section 7.3. The Average Deferral
         Percentage for any Participant who makes no Deferral Contributions
         shall be zero. Deferral Contributions shall be taken into account in
         determining the Average Deferral Percentage only if they are allocated
         to Participants' Accounts as of a date during the Plan Year in question
         and they relate to Compensation that would have been received by a
         Participant during the Plan Year in question but for his election to
         defer them, or they relate to service performed during the Plan Year
         and would have been received by a Participant within 2 1/2 months after
         the end of the Plan Year in question.

         If the Average Deferral Percentage for the HCE Group exceeds the
         percentage permitted under this Section 4.2, the amount of Deferral
         Contributions for all Participants in the HCE Group shall be reduced to
         the extent necessary to satisfy the test of clause (a) or (b) above
         commencing with a reduction based on the highest percentage deferral
         and continuing until the test is satisfied. The applicable dollar
         amounts associated with the percentage reduction shall then be applied
         as follows. The applicable dollar reduction in Deferral Contributions
         shall be effected by decreasing the amount of Deferral Contributions of
         the HCE with the highest dollar amount of Deferral Contributions until
         such HCE's Deferral Contributions equal the dollar amount of the
         Deferral Contributions of the HCE with the next highest dollar amount
         thereof; however, if a lesser reduction

                                       12
<PAGE>

         would suffice to permit the Average Deferral Percentage for the HCE
         Group to satisfy the limitation of this Section 4.2, the reduction
         shall be in such lesser amount. If the total amount of reductions
         pursuant to the preceding sentence hereof is less than the amount
         necessary to cause the Average Deferral Percentage to satisfy such
         limitation, then the step described in the preceding sentence shall be
         repeated. Any reduction made pursuant to this paragraph shall be
         designated an Excess Contribution and shall be distributed in
         accordance with Section 11.9.

4.3      Rollover Contributions. The Committee in its sole discretion, may
         permit an Employee (whether or not he has satisfied the conditions for
         becoming a Participant) to make or cause to be made on his behalf a
         Rollover Contribution that satisfies the requirements of this Section
         4.3. In determining whether to permit a Rollover Contribution with
         respect to any Employee, the Committee shall be concerned primarily
         with whether the contribution satisfies all applicable requirements of
         the Code, or cases, regulations or rulings thereunder, relating to such
         contributions, and in making any such determination, the Committee may
         require the Employee to furnish such certificates, affidavits, opinions
         of counsel, rulings of the Internal Revenue Service or other
         information as the Committee, in its sole discretion, considers
         necessary or appropriate. The Plan shall not be disqualified if it
         accepts a Rollover Contribution from another plan that was not
         qualified at the time of making the distribution, if, before accepting
         the distribution the Plan reasonably concluded that the distributing
         plan was qualified. The Plan shall not fail to reasonably conclude that
         the contribution was a valid Rollover Contribution because the Plan was
         not provided a determination letter on the distributing plan's status
         as a qualified plan. Any permitted Rollover Contribution made by or on
         behalf of an Employee shall represent his interest in a tax-qualified
         retirement plan of a previous employer of the Employee, or an
         individual retirement savings plan that has been used by the Employee
         as a conduit for a prior distribution of his account in a tax-qualified
         retirement plan of a previous employer. Rollover Contributions shall be
         made either directly to the Trustee or to the Company for transmittal
         to the Trustee as soon as practicable after the receipt thereof, as
         directed by the Committee. All such contributions shall be credited to
         a Rollover Account established for the Employee. In no event shall any
         Rollover contribution be forfeited.

                                       13
<PAGE>

                                    ARTICLE 5

                                  CONTRIBUTIONS

5.1      Company's Annual Contribution. For each Plan Year, the Company shall
         contribute to the Trust the sum of:

         (a)      An amount equal to the aggregate Deferral Contributions of all
                  Participants, if any; and

         (b)      The aggregate Company Contributions determined in accordance
                  with Section 5.2.

         Contributions by the Company pursuant to this Section 5.1 and
         allocations pursuant to Article 6 shall constitute the funding policy
         and method for the Plan adopted in accordance with Section 402(b)(1) or
         ERISA. Notwithstanding any provision to the contrary, for any Plan Year
         in which there exists a deficiency in the amount necessary to restore
         any Participant's Account in accordance with Section 10.4, the Company
         may make a supplementary contribution in the amount necessary to
         eliminate the deficiency, regardless of whether the supplementary
         contribution causes the Company's total contribution to exceed the
         amount deductible under the Code, and any such supplementary
         contribution shall be allocated solely in accordance with Section 10.4.

5.2      Company Contributions. For any Plan Year the amount of the Company
         Contributions made for each Participant's Account shall be equal to (a)
         one percent (1%) of the Participant's Compensation for the Plan Year
         (the "Company Basic Contribution") plus (b) 50 percent (50%) of his
         Deferral Contributions for the period in question, disregarding any
         Deferral Contributions that exceed four percent (4%) of his
         Compensation for that period, or that are required to be distributed as
         Excess Deferral Amounts pursuant to Section 11.8 or as Excess
         Contributions pursuant to Section 11.9, and reduced to the amount of
         any Forfeiture Accounts available for allocation as part of the
         Company's contribution in accordance with section 7.2 (the "Company
         Matching Contribution"). Notwithstanding the preceding sentence, the
         Company shall not be required to make any Company Contribution for any
         Plan Year, and the amount of the Company Contribution for a Plan Year
         shall be determined by the Company in its sole discretion. The Company
         Basic Contribution shall be made only to the Account of a Participant
         who is either an Employee, or who died or retired during the Plan Year,
         or is on a Leave of Absence on the last day of the Plan Year and was
         credited with at least 1,000 Hours of Service during the Plan Year.
         However, in the event that for any Plan Year the application of the
         preceding sentence causes the Plan to fail the minimum coverage
         requirements of section 410(b)(1)(B) of the Code, then the Company
         Basic Contribution shall be made also to the Accounts of Participants
         who were credited with at least 1,000 Hours of Service during the Plan
         Year, beginning with the person whose employment terminated latest in
         the Plan Year, and continuing back in order of time until

                                       14
<PAGE>

         allocations had been made to the Accounts of all such persons or until
         the plan meets the minimum coverage requirement for the Plan Year,
         whichever occurs first.

5.3      Payment of Company's Contributions. The Company's contributions for
         each Fiscal Year shall be paid directly to the Trustee within the time
         required by law in order to obtain a deduction of the amount of the
         contribution for federal income tax purposes for the Fiscal Year, as
         determined under the then applicable provisions of the Code. The
         Company may, in its discretion, contribute to the Trust Fund at any
         time during a Fiscal Year an amount or amounts in respect of its
         contribution pursuant to Section 5.2 for that Fiscal Year, and
         generally shall contribute the Company Matching Contribution after the
         end of each calendar quarter, but no portion of the Company's Basic
         Contribution shall be allocated to the Account of any Participant
         before the last day of the Fiscal Year for which it is made.

5.4      Limitation on Company Matching Contributions. Notwithstanding any other
         provision of the Plan, the Company Matching Contributions allocated to
         the Accounts of Participants who are Highly Compensated Employees shall
         be reduced, if necessary, so that the Average Contribution Percentage
         (as hereinafter defined) for the Highly Compensated Employees (the "HCE
         Group") for the Plan Year shall not exceed the greater of (a) or (b) as
         follows:

         (a)      The Average Contribution Percentage (as hereinafter defined)
                  for the current Plan Year for the group of Participants who
                  are Highly Compensated Employees (the "HCE Group") does not
                  exceed the Average Contribution Percentage for the group of
                  Participants who are Non-Highly Compensated Employees (the
                  "NHCEs") for the preceding Plan Year times 1.25; or

         (b)      The Average Contribution Percentage for the HCEs does not
                  exceed the Average Contribution Percentage for the NHCE Group
                  for the preceding Plan Year times 2.0, and the Average
                  Contribution Percentage for the HCE Group does not exceed the
                  Average Contribution Percentage for the NHCE Group for the
                  preceding Plan Year by more than two percentage points.

         The Average Contribution Percentage for a specified group of
         Participants for a Plan Year shall be the average (expressed as a
         percentage) of the ratios (expressed as percentages) of (i) the Company
         Matching Contributions allocable to the Account of each such
         Participant for the Plan Year to (ii) the Participant's Compensation
         for the Plan Year. In calculating such ratios: (i) contributions
         described in Section 401(m) of the Code and allocable to the Account of
         a HCE who is eligible to have such contributions allocated to his
         account under two or more plans described in Section 401(a) of the Code
         that are maintained by any Affiliated Companies shall be considered to
         have been made under a single plan; and (ii) the rules set forth in
         Income Tax Regulations Section 1.401(m)-1 shall apply.

                                       15
<PAGE>

         In addition, the combined Average Deferral Percentage and Average
         Contribution Percentage for Participants who are HCEs shall not exceed
         the "aggregate limit" as defined in Income Tax Regulations Section
         1.401(m)-2(b)(3).

         A Company Matching Contribution that is distributed to a Participant
         pursuant to Section 7.3 because it constitutes an Excess Amount shall
         not be taken into account in determining the Average Contribution
         Percentage.

         If the Average Contribution Percentage for the HCE Group exceeds the
         percentage permitted under this Section 5.4, or, for Plan Years
         beginning before January 1, 2002, the combined Average Deferral
         Percentage and Average Contribution Percentage for the HCE Group
         exceeds the "aggregate limit" as defined in Income Tax Regulations
         Section 1.401(m)-2(b)(3), the amount of Company Matching Contributions
         for certain HCEs will be reduced in the following manner.

         To the extent the Average Deferral Percentage should exceed the
         aggregate limit as defined in Income Tax Regulations Section
         1.401(m)-2(b)(3), Deferral Contributions of the HCE Group shall be
         reduced as provided in Section 4.2 until the aggregate limit is
         satisfied.

         To the extent that the Average Contribution Percentage exceeds the
         limits under this Section 5.4, the amount of Company Matching
         Contributions for all Participants in the HCE Group shall be reduced to
         the extent necessary to satisfy the test commencing with a reduction
         based on the highest percentage of Company Matching Contribution and
         continuing until the test is satisfied. The applicable dollar amounts
         associated with the percentage reduction shall then be applied as
         follows. The applicable dollar reduction in Company Matching
         Contributions shall be effected by decreasing the amount of Company
         Matching Contribution of the HCE with the highest dollar amount of
         Company Matching Contribution until such HCE's Company Matching
         Contribution equals the dollar amount of the Company Matching
         Contribution of the HCE with the next highest dollar amount thereof;
         however, if a lesser reduction would suffice to permit the Average
         Contribution Percentage for the HCE Group to satisfy the limitation of
         this Section 5.4., the reduction shall be in such lesser amount. If the
         total amount of reductions pursuant to the preceding sentence hereof is
         less than the amount necessary to cause the Average Contribution
         Percentage to satisfy such limitation, then the step described in the
         preceding sentence shall be repeated. The dollar amount by which an
         HCE's Company Matching Contribution is reduced pursuant to this
         paragraph (an "Excess Aggregate Contribution") shall be distributed in
         accordance with Section 11.10.

5.5      Schedule. As soon as is practicable after the end of each Plan Year
         (and in any event, prior to the expiration of the period within which
         the Company is required by the Code to make its contribution for each
         year, whether or not the Company makes a contribution for the year),
         the Company shall deliver to the Trustee a schedule showing:

         (a)      the name of each Employee eligible to participate in the
                  Company's contribution for the Plan Year;

                                       16
<PAGE>

         (b)      the number of Years of Service each such Employee has
                  completed through the end of the Plan Year; and

         (c)      the amounts of each such Employee's Compensation, Deferral
                  Contributions, and Rollover Contributions, if any, for the
                  Plan Year.

5.6      Correction of Errors. Notwithstanding any other provision of the Plan,
         in the event that the Committee discovers after the allocations for a
         Plan Year have been completed that as a result of error or inadvertence
         contributions in accordance with the terms of the Plan have not been
         made for the benefit of an Employee who should have been a Participant,
         then the Company shall make an additional contribution in the amount
         necessary to correct the error. In the event that the Committee
         discovers after the allocations for a Plan Year have been completed
         that as a result of error or inadvertence a Participant's Account has
         been credited with an amount in excess of the amount determined in
         accordance with the terms of the Plan, then to the extent that the
         return of such an amount to the Company is permitted under Section 1.2,
         the amount shall be returned, and to the extent that return of the
         amount is not permitted, the amount shall be treated as a forfeiture.

5.7      No Obligation of Trustee and Committee. Neither the Committee nor the
         Trustee shall be under a duty to inquire into the correctness of the
         amount of, or to enforce payment of, any contribution to be made
         hereunder by the Company, and no one shall have any right to question
         any determination of the Board of Directors concerning the amount of
         contribution or the failure to make a contribution in any given year.

                                       17
<PAGE>

                                    ARTICLE 6

                             REPLACEMENT PLAN AMOUNT

6.1      Definition of Replacement Plan Amount. The Pension Plan terminated
         effective on or about August 1, 1997 and transferred to this Plan the
         amount specified in Section 4980(d)(2)(B)(i) of the Code (approximately
         $895,000) in a transfer intended to meet the requirements of Section
         4980(d)(2)(B) of the Code (the "Replacement Plan Amount"). This Article
         6 concerns the method of allocation of the Replacement Plan Amount to
         the accounts of Participants and the investment of the Replacement Plan
         Amount, both before and after such allocation. Notwithstanding any
         other provision of this Plan, this Article 6 and all other provisions
         of this Plan shall be construed and applied with the intention of
         complying with the requirements of Section 4980(d) of the Code.

6.2      Timing of Allocation of Replacement Plan Amount.

         (a)      The Replacement Plan Amount shall be credited to a suspense
                  account held under the Trust (the "Suspense Account") pending
                  its allocation to the Replacement Plan Accounts of
                  Participants. The Suspense Account shall be credited with
                  items of income and charged with items of loss on amounts held
                  therein.

         (b)      Of the balance of the Suspense Account valued as of December
                  31, 1997, five seventy-sevenths (5/77ths) shall be allocated,
                  effective December 31, 1997, to the Replacement Plan Accounts
                  of Participants who are actively employed by the Company on
                  December 31, 1997.

         (c)      Of the balance of the Suspense Account valued as of June 30,
                  1998, one-third (1/3rd) shall be allocated, effective December
                  31, 1998, to the Replacement Plan Accounts of Participants
                  actively employed by the Company as of June 30, 1998.

         (d)      Of the balance of the Suspense Account valued as of June 30,
                  1999, one-half (1/2) shall be allocated, effective December
                  31, 1999, to the Replacement Plan Accounts of Participants
                  actively employed by the Company as of June 30, 1999.

         (e)      The entire balance of the Suspense Account valued as of June
                  30, 2000 shall be allocated, effective December 31, 2000, to
                  the Replacement Plan Accounts of Participants actively
                  employed by the Company as of June 30, 2000.

         (f)      Any earnings on the Suspense Account for the period after June
                  30, 2000 shall be added to the Company Basic Contribution and
                  allocated in accordance with Section 7.2.

6.3      Method of Allocation from Suspense Account. In the case of the
         allocations from the Suspense Accounts to the Replacement Plan Accounts
         of Participants described in Sections 6.2(b), 6.2(d), and 6.2(e), the
         amount available for allocation shall be allocated

                                       18
<PAGE>

         among the accounts of the Participants entitled in accordance with
         Section 6.2 to share in such allocation in the proportion that the
         Compensation of each such Participant for the Plan Year bears to the
         total Compensation of all such Participants. To determine the
         allocation pursuant to Section 6.2(c), each Participant who is actively
         employed by the Company as of June 30, 1998 will be credited with one
         point for each year of age attained above age 21 as of June 30, 1998,
         and one point for each Year of Service completed as of such date, not
         to exceed 25 Years of Service. The amount available for allocation as
         described in Section 6.2(c) shall be allocated among the accounts of
         the Participants entitled in accordance with Section 6.2 to share in
         such allocation from the Suspense Account in the proportion that the
         points awarded to each such Participant as described in the preceding
         sentence bears to the total points of all such Participants.

6.4      Investment of Replacement Plan Amount. The Committee may direct the
         Trustee to invest all or a portion of the Replacement Plan Amount and
         any earnings thereon (whether credited to the Suspense Account or to
         the Replacement Plan accounts of Participants) in common stock of the
         Company which constitutes Employer Securities.

6.5      Valuation of Stock. The Committee shall ascertain the value of Employer
         Securities as of each Valuation Date, in accordance with applicable
         Treasury Regulations under Section 4975 of the Code. No less frequently
         than annually, the Committee shall secure an appraisal of such Employer
         Securities by an independent appraiser meeting requirements similar to
         those contained in Treasury Regulations pursuant to Section 170(a)(1)
         of the Code. However, the Committee may determine that, with respect to
         any Valuation Date, such Employer Securities are more appropriately
         valued based on market trading data than on the basis of the most
         current such appraisal. The Committee's records shall reflect the tax
         cost or adjusted basis of all shares of common stock or other
         securities of the Company acquired pursuant to the Plan.

6.6      Company Repurchase of Employer Securities. The Company will purchase
         from the Trustee such Employer Securities as the Trustee (as directed
         by the Committee) may from time to time tender, each such purchase to
         be at the price determined by the most recent valuation pursuant to
         Section 6.5.

                                       19
<PAGE>

                                   ARTICLE 6A

                        PENOBSCOT REPLACEMENT PLAN AMOUNT

6A.1     Definition of Penobscot Replacement Plan Amount. The Penobscot Plan
         terminated effective on or about November 1, 2000 and transferred to
         this Plan on or about June 1, 2001 the amount specified in Section 4980
         (d) (2) (B) (i) of the Code plus an additional portion of the surplus
         assets from the Penobscot Plan (approximately $2,100,000) in a transfer
         intended to meet the requirements of Section 4980(d) (2) (B) of the
         Code (the "Penobscot Replacement Plan Amount"). This Article 6A
         concerns the method of release and allocation of the Replacement Plan
         Amount to the accounts of Participants and the investment of the
         Replacement Plan Amount, both before and after such allocation.
         Notwithstanding any other provision in this Plan, this Article 6A and
         all other provisions of this Plan shall be construed and applied with
         the intention of complying with the requirements of Section 4980(d) of
         the Code.

6A.2     Timing of Release of Penobscot Replacement Plan Amount. The Penobscot
         Replacement Plan Amount shall be credited to a suspense account held in
         the Trust (the "Suspense Account") pending its release and allocation
         to the Replacement Plan Accounts of Participants. The Suspense Account
         shall be credited with items of income and charged with items of loss
         on amounts held therein.

         (a)      For the Plan Year ending December 31, 2001, seven
                  seventy-ninths (7/79) of the balance in the Suspense Account
                  shall be released and allocated to the Replacement Plan
                  Account of Participants who earned a Year of Service for such
                  Plan Year and who were actively employed on the last day of
                  the Plan Year.

         (b)      For the Plan Year ending December 31, 2002, one-sixth (1/6) of
                  the balance in the Suspense Account shall be released and
                  allocated to the Replacement Plan Account of Participants who
                  earned a Year of Service for such Plan Year and who were
                  actively employed on the last day of the Plan Year.

         (c)      For the Plan Year ending December 31, 2003, one-fifth (1/5) of
                  the balance in the Suspense Account shall be released and
                  allocated to the Replacement Plan Account of Participants who
                  earned a Year of Service for such Plan Year and who were
                  actively employed on the last day of the Plan Year.

         (d)      For the Plan Year ending December 31, 2004, one-fourth (1/4)
                  of the balance in the Suspense Account shall be released and
                  allocated to the Replacement Plan Account of Participants who
                  earned a Year of Service for such Plan Year and who were
                  actively employed on the last day of the Plan Year.

         (e)      For the Plan Year ending December 31, 2005, one-third (1/3) of
                  the balance in the Suspense Account shall be released and
                  allocated to the Replacement Plan

                                       20
<PAGE>

                  Account of Participants who earned a Year of Service for such
                  Plan Year and who were actively employed on the last day of
                  the Plan Year.

         (f)      For the Plan Year ending December 31, 2006, one-half (1/2) of
                  the balance in the Suspense Account shall be released and
                  allocated to the Replacement Plan Account of Participants who
                  earned a Year of Service for such Plan Year and who were
                  actively employed on the last day of the Plan Year.

         (g)      For the Plan Year ending December 31, 2007, the entire
                  remaining balance in the Suspense Account shall be released
                  and allocated to the Replacement Plan Account of Participants
                  who earned a Year of Service for such Plan Year and who were
                  actively employed on the last day of the Plan Year.

Notwithstanding any other provision of this Plan, the allocation of the
Replacement Plan Amount shall be construed and applied with the intention of
complying with the requirements of Section 4980(d)(2).

6A.3     Method of Allocation from the Suspense Account. The amount available
         for allocation from the Suspense Account for an applicable Plan Year
         under Section 6A.2 shall be allocated among the accounts of each
         Participant as follows. Each eligible Participant will be credited with
         one point for each completed Year of Service with the Company as of the
         end of the applicable Plan Year and one point for each $1,000 in
         Compensation earned for the Plan Year (without any fractional points
         for Compensation units of less than $1,000). The amount available for
         allocation shall be allocated among the accounts of eligible
         Participants in the proportion that the points awarded to each such
         Participant as described in the preceding sentence bears to the total
         points of all such Participants.

6A.4     Investment of Penobscot Replacement Plan Amount. The Committee may
         direct the Trustee to invest all or a portion of the Replacement Plan
         Amount and any earnings thereon (whether credited to the Suspense
         Account or to the Replacement Plan Accounts of Participants) in common
         stock of the Company which constitutes Employer Securities.

6A.5     Valuation of Stock. The Committee shall ascertain the value of Employer
         Securities as of each Valuation Date, in accordance with applicable
         Treasury Regulations under Section 4975 of the Code. No less frequently
         than annually, the Committee shall secure an appraisal of such Employer
         Securities by an independent appraiser meeting requirements similar to
         those contained in Treasury Regulation pursuant to Section 170(a) (1)
         of the Code. However, the Committee may determine that, with respect to
         any Valuation Date, such Employer Securities are more appropriately
         valued based on market trading data from an established securities
         exchange than on the basis of the most current such appraisal. The
         Plan's records shall reflect the tax cost or adjusted basis of all
         shares of common stock or other Securities of the Company acquired
         pursuant to the Plan.

6A.6     Company Repurchase of Employer Securities. The Company may, at its
         option, purchase from the Trustee such Employer Securities as the
         Trustee (as directed by the Committee) may from time to time tender,
         each such purchase to be at the price determined by the

                                       21
<PAGE>

         most recent valuation pursuant to Section 6.5. Such purchase shall be
         in accordance with Section 408(e) of ERISA.

                                       22
<PAGE>

                                    ARTICLE 7

                 ALLOCATION OF CONTRIBUTIONS AND TRUST EARNINGS

7.1      Accounts of Participants. The Committee or Trustee shall maintain
         separate Accounts on the books of the Plan for each Participant, which
         shall be designated "Deferral Contributions Account," "Company
         Contributions Account," and, where applicable, "Pension Plan Transfer
         Account," "Replacement Plan Account" and "Rollover Account." The
         Trustee shall not be required to segregate the funds in the Accounts of
         Participants for purposes of investment or otherwise.

7.2      Allocation of Company Contributions and Forfeitures. Subject to Section
         7.3, the Company's contribution for each Plan Year shall be allocated
         among the Accounts of Participants as set forth in section 5.2.

         The amount of any Forfeiture Accounts available for allocation in
         accordance with Section 10.4 and any amounts referred to in Section
         6.2(f) shall be added to the Company Contribution and allocated to the
         accounts of the Participants entitled to share in the Company Basic
         Contribution for the Plan Year in the proportion that the Compensation
         of each such Participant for the Plan Year bears to the total
         Compensation of all such Participants, provided, however, that in any
         Plan Year in which it is necessary to restore the Company Contributions
         Accounts of returning Participants in accordance with Section 10.4, the
         amount of Forfeiture Accounts available for allocation shall first be
         utilized for such restoration to the extent necessary, and the
         remainder shall be allocated in the same manner as the Company
         Contribution.

7.3      Limitation on Participant Allocations. Any other provision of the Plan
         notwithstanding, the Annual Addition with respect to a Participant for
         any Plan Year (which the Company hereby designates as the Plan's
         limitation year) shall not exceed an amount equal to the lesser of
         $35,000 ($40,000 for limitation years beginning after December 31,
         2001) (as adjusted under Section 415(d) of the Code) or twenty-five
         percent (25%) (one hundred percent (100%) for limitation years
         beginning after December 31, 2001) of the Participant's Section 415
         Compensation for the Plan Year.

         In the event that a Participant's Annual Addition exceeds the limit
         described in the preceding paragraph, contributions credited to the
         Participant's Deferral Contributions Account shall be reduced to the
         extent necessary to satisfy that limit (or to zero, if that occurs
         first).

         The amount of the reduction in the Deferral Contributions credited to a
         Participant's Account pursuant to the preceding paragraph shall be
         distributed to the Participant in accordance with Income Tax
         Regulations Section 1.415-6(b)(6)(iv), along with the investment gain
         or loss allocable to the distributed contributions, and no such
         distributed amount shall be taken into account for purposes of the
         tests described in section 4.2 and

                                       23
<PAGE>

         5.4.

         Any other amount that would otherwise be allocated to the Account of a
         Participant but for the limitations set forth in this Section 7.3
         (hereinafter referred to as the "Excess Amount") shall be disposed of
         as follows:

                  (i)      The Excess Amount shall be held in an unallocated
                           suspense account to which investment gains and losses
                           shall be allocated, and amounts shall be withdrawn
                           from the suspense account and allocated as
                           hereinafter set forth. If the Participant is entitled
                           to participate in the Company Contribution at the end
                           of the succeeding Plan Year, then any remaining
                           Excess Amount shall be reapplied to reduce the
                           Company Contribution under the Plan for such Plan
                           Year (and for succeeding Plan Years) for him, so that
                           in each such year the sum of actual Company
                           Contributions plus the reapplied amount of Company
                           Contributions shall equal the amount that would
                           otherwise be allocated to the Participant's Account.
                           If the Participant is not entitled to participate in
                           the Company Contribution at the end of the succeeding
                           Plan Year, then the Excess Amount shall be reapplied
                           to reduce the Company Contribution for all remaining
                           Participants. If the Plan is terminated while there
                           remains an Excess Amount that cannot under the
                           limitations of this Section 7.3 be allocated to the
                           Accounts of any Participants, the Excess Amount shall
                           be returned to the Company, notwithstanding any other
                           provision hereof.

                  (ii)     In lieu of or in addition to the procedure described
                           in paragraph (i) above, the Company may, if it so
                           elects, reduce its contribution to the Plan for
                           allocation to the Account of the Participant in
                           question by the amount necessary to eliminate the
                           Excess Amount.

         For limitation years beginning before December 31, 1999, in the case of
         a Participant who is also entitled to benefits under any defined
         benefit plans (within the meaning of Section 414(j) of the Code)
         maintained by the Affiliated Companies, the Participant's projected
         annual benefit in such defined benefit plan or plans shall be reduced
         by that amount necessary in order that the sum of the Defined Benefit
         Plan Fraction (as hereinafter defined) and the Defined Contribution
         Plan Fraction (as hereinafter defined), computed as of the close of the
         year, will not exceed 1.0. For purposes of this Section 7.3, the
         following definitions shall apply:

         (a)      The "Defined Benefit Plan Fraction" for any Plan Year means a
                  fraction, the numerator of which is the projected annual
                  benefit of the Participant determined as of the close of the
                  Plan Year under all defined benefit plans maintained by the
                  Affiliated Companies and the denominator of which is the
                  lesser of (a) the product of 1.25 multiplied by the dollar
                  limitation in effect under Section 415(b)(1)(A) of the Code
                  for the Plan Year, or (b) the product of 1.4 multiplied by the
                  amount that may be taken into account under Section
                  415(b)(1)(B) of the Code with respect to the Participant for
                  the Plan Year.

                                       24
<PAGE>


         (b)      The "Defined Contribution Plan Fraction" for any Plan Year
                  means a fraction, the numerator of which is the sum of the
                  Annual Additions credited to the Participant under this Plan
                  and any other defined contribution plan maintained by the
                  Affiliated Companies as of the close of the Plan Year, and the
                  denominator of which is the sum of the lesser of the following
                  amounts determined for such Plan Year and for each of the
                  Participant's prior Years of Service with the Affiliated
                  Companies: (a) the product of 1.25 multiplied by the dollar
                  limit under Section 415(c)(1)(A) of the Code for the Plan
                  Year; or (b) the product of 1.4 multiplied by twenty-five
                  percent of the Participant's Section 415 Compensation for the
                  Plan Year.

7.4      Forfeiture Accounts. Until sufficient time has passed in order that a
         determination can be made as to whether a Participant whose employment
         with the Company has terminated or has been curtailed has incurred five
         consecutive One-Year Breaks in Service, the Committee shall account
         separately for any portion of his Company Contributions Account and his
         Replacement Plan Account that may be forfeited in accordance with
         Article 10 as a result of the Participant's separation from service. A
         Forfeiture Account shall be maintained primarily for bookkeeping
         purposes, and the Trustee shall not be required to segregate assets in
         any such account for investment or otherwise. As of the end of the Plan
         Year in which the Forfeiture Account is forfeited in accordance with
         Section 10.4, and after the adjustments described in Section 7.6, the
         amount credited to a Forfeiture Account shall be reallocated among the
         Company Contributions Accounts of Participants to restore any amounts
         required to be restored pursuant to Section 10.4, and to the extent of
         any excess, as described in Section 7.2.

7.5      Net Value of the Trust. The Trustee shall ascertain the net value of
         the Trust fund on the basis of the fair market value of its assets and
         liabilities as of each Valuation Date.

7.6      Adjustment of Accounts. The balance of each Account of each Participant
         shall be adjusted as of each Valuation Date:

         (a)      First, by reducing the balance of each Account by the
                  aggregate amount of all distributions and withdrawals made
                  from it since the immediately preceding Valuation Date;

         (b)      Second, by increasing or decreasing the balance of the Account
                  as necessary to reflect the current fair market value of the
                  assets in which the Account is invested; and

         (c)      Third, by crediting the Deferral Contributions Account with
                  any Deferral Contributions, the Replacement Plan Account with
                  any allocations from the Suspense Account and the Company
                  Contributions Account with any Company Contributions, made for
                  the benefit of the Participant for the period elapsed since
                  the immediately preceding Valuation Date.

                                       25
<PAGE>

         In adjusting each Account pursuant to clause (b) above, the income,
         expenses, gain and loss (realized and unrealized) of the Trust Fund
         shall be allocated among the Accounts in proportion to the balances of
         such Accounts as of the immediately preceding Valuation Date, as
         reduced pursuant to clause (a) above. The Account of a Participant
         shall continue to be adjusted pursuant to this Section 7.6 until it has
         been distributed in its entirety.

7.7      Limitation of Participant's Rights. Nothing contained in this Article 7
         or elsewhere in the Plan shall be deemed to give any Participant any
         interest in any specific part of the Trust Fund or any interest other
         than his right to receive benefits in accordance with the applicable
         provisions of the Plan.

                                       26
<PAGE>




                                    ARTICLE 8

                               RETIREMENT BENEFITS

8.1      Normal Retirement. A Participant's Normal Retirement Date shall be the
         first day of the first calendar month that begins after his sixty-fifth
         birthday.

8.2      Late Retirement. A Participant who has reached his Normal Retirement
         Date may remain as an Employee until the date he establishes with the
         Company for his retirement. While any Participant continues to be an
         Employee, he shall have all the rights under the Plan that he would
         have had if he had not yet attained his Normal Retirement Date.

8.3      Disability Retirement. If before his Normal Retirement Date a
         Participant becomes totally and permanently disabled to such an extent
         that he can no longer perform the essential functions of his job, as
         determined by the Committee on the basis of such medical advice as it
         deems necessary or appropriate, he may thereupon retire.

8.4      Retirement Benefits. Any termination of service with the Company by a
         Participant after satisfying the conditions of Section 8.1, 8.2, or 8.3
         shall be considered Retirement for purposes of the Plan. A Participant
         shall be entitled to benefits under the Plan to the extent of the
         credit balance of his Account as of the Valuation Date coinciding with
         or next preceding a distribution of benefits on account of his
         Retirement, adjusted to reflect contributions allocated and
         distributions made since the Valuation Date. Benefits determined under
         this Article 8 shall be payable in accordance with Article 11.

                                       27
<PAGE>

                                    ARTICLE 9

                                 DEATH BENEFITS

9.1      Death of a Participant. If a Participant dies before the termination of
         his employment, his Beneficiary shall be entitled to benefits under the
         Plan to the extent of the credit balance of his Accounts as of the
         Valuation Date coinciding with or next preceding a distribution of
         benefits on account of his death, adjusted to reflect contributions
         allocated and distributions made since the Valuation Date. Unless the
         Participant's death occurs on the last day of the Plan Year, the
         deceased Participant shall not be entitled to participate in the
         Company Contribution, including any forfeitures, with respect to the
         Plan Year in which such Participant's death occurs. If a participant
         dies after leaving employment but before distribution to him of all the
         benefits to which he is entitled under the Plan has been completed, his
         Beneficiary shall be entitled to the benefits the Participant would
         have received had he lived. Benefits determined under this Article 9
         shall be payable in accordance with Article 11.

9.2      Designation of Beneficiary. A Participant may designate a beneficiary
         or beneficiaries under the Plan by completing and delivering to the
         Committee a written form provided by the Committee, and may revoke or
         revise any such designation by completing and delivering another such
         form, in which case the form bearing the later date shall control;
         provided, however, that a Participant's designation of a Beneficiary
         other than his spouse shall not take effect unless either (i) the
         Participant's spouse consents in writing to such designation, and the
         spouse's consent acknowledge the effect of such designation and is
         witnessed by a notary public or a representative of the Plan, or (ii)
         it is established to the satisfaction of the Committee that the
         Participant has no spouse, or that the spouse's consent cannot be
         obtained because the spouse cannot be located, or because of such
         circumstances as may be prescribed in regulations pursuant to Section
         417 of the Code. No such designation shall be effective unless filed
         with the Committee before the death of the Participant. A marriage of
         the Participant shall revoke any designation of Beneficiary made by him
         before the marriage.

9.3      Distribution in Case No Beneficiary Designated or Surviving. If no
         Beneficiary has been properly designated or if no designated
         Beneficiary survives a deceased Participant the benefits otherwise
         distributable to the deceased shall be paid to the person (or if the
         class consists of more than one person, in equal shares to each of the
         persons) in the first of the following classes:

         (a)      Participant's surviving spouse; or

         (b)      Participant's estate;

         provided, however, that as a condition to payment, the Committee may
         require such receipts, releases, indemnity agreements, waivers, proofs
         and other documents as it may deem necessary or desirable.

                                       28
<PAGE>

9.4      Death of a Beneficiary. Unless otherwise specified in the form of
         designation of Beneficiary, in the event of the death of a Beneficiary
         who has become entitled to receive benefits under the Plan, any
         benefits remaining to be paid to the deceased Beneficiary shall be paid
         to his estate.

                                       29
<PAGE>

                                   ARTICLE 10

                               SEVERANCE BENEFITS


10.1     Severance Benefit. If a Participant terminates his service with the
         Affiliated Companies for any reason other than death or Retirement, he
         shall be entitled to benefits under the Plan to the extent of the
         credit balance of his Accounts as of the Valuation Date that coincides
         with or immediately precedes the date of distribution of benefits
         hereunder, adjusted to reflect contributions allocated and
         distributions made since the Valuation Date. Any severance benefit
         determined under this Article 10 shall be payable in accordance with
         Article 11.

10.2     Vested Balance. A Participant's Rollover Account, Pension Plan Transfer
         Account and Deferral Contributions Account shall be full vested at all
         times. A Participant's Company Contributions Account and Replacement
         Plan Account shall become fully vested upon the first to occur of his
         attainment of age sixty-five, death or Retirement. Before the
         occurrence of one of those events, the vested portion of a
         Participant's Company Contributions Account and Replacement Plan
         Account shall be the percentage that corresponds, in the vesting
         schedule set forth below, to the number of his Years of Service as of
         the date the determination is made.

<TABLE>
<CAPTION>
Years of Service                 Vested Percentage
----------------                 -----------------
<S>                              <C>
       1                                25%
       2                                50%
       3                                75%
   4 or more                           100%
</TABLE>


10.3     Years of Service. The number of Years of Service to be credited to a
         Participant shall be determined as follows.


         (a)      General Rule. An Employee (whether or not he is a Participant
                  for the Plan Year) or Leased Employee shall be credited with
                  one Year of Service for (i) each Plan Year (treating calendar
                  year 1997 as a Plan Year) during which he is credited with at
                  least 1,000 Hours of Service; (ii) each year of Vesting
                  Service credited to the Employee under the Pension Plan,
                  provided that no more than one Year of Service shall be
                  credited with respect to calendar year 1997; and (iii) each
                  year of service credited to an Employee under the Penobscot
                  Plan, provided that no more than one Year of Service shall be
                  credited with respect to the Plan Year ending December 31,
                  2000.

         (b)      Returned Employees. In the case of a Participant who incurs
                  one or more consecutive One-Year Breaks in Service and then
                  returns to employment with the Company, the following rules
                  shall apply:

                                       30
<PAGE>

                  (i)      In determining the vested portions of the Company
                           Contributions Account and Replacement Plan Account of
                           the Participant attributable to Company Contributions
                           and forfeitures occurring before the One-Year Break
                           in Service, the Participant's Years of Service after
                           the One-Year Break in Service shall be included,
                           unless the Participant incurred at least five
                           consecutive One-Year Breaks in Service.

                  (ii)     In determining the vested portions of the Company
                           Contributions Account and Replacement Plan Account of
                           the Participant attributable to Company Contributions
                           and forfeitures occurring after the One-Year Break in
                           Service, Years of Service before the One-Year Break
                           in Service shall be included in the number of Years
                           of Service of the Participant if, but only if, such
                           Participant is credited with 1,000 Hours of Service
                           during the twelve consecutive month period measured
                           from the date of his return from such One-Year Break
                           in Service, or during any Plan Year following his
                           return from such One-Year Break in Service; provided,
                           however, that a Participant who was not credited with
                           at least two Years of Service at the time he incurred
                           a One-Year Break in Service shall not have his prior
                           Years of Service so included if he has incurred at
                           least five consecutive One-Year Breaks in Service.

                  (iii)    In the case of a Participant who returns to
                           employment with the Company following five
                           consecutive One-Year Breaks in Service, subaccounts
                           shall be maintained with respect to the portions of
                           his Company Contributions Account and Replacement
                           Plan Account that accrued prior to and subsequent to
                           such One-Year Breaks in Service until all such
                           subaccounts become fully vested.

10.4     Disposition of Forfeitures. When a Participant whose Account has not
         become fully vested in accordance with Section 10.2 terminates his
         employment with the Company for any reason other than death or
         Retirement, or incurs a One-Year Break in Service without a termination
         of employment, the portions of his Company Contributions Account and
         Replacement Plan Account that are not vested shall be credited to a
         Forfeiture Account as described in Section 7.4, and the Forfeiture
         Account shall be disposed of as follows:

         (a)      If the Participant receives no distribution with respect to
                  his Company Contributions Account and Replacement Plan
                  Account, and he returns to employment with the Company before
                  he has incurred five consecutive One-Year Breaks in Service,
                  the amount credited to his Forfeiture Account shall thereupon
                  be restored to his Company Contributions Account and
                  Replacement Plan Account. The amount to be restored shall be
                  determined as if the Forfeiture Account had been invested
                  throughout the Participant's absence in a money market fund
                  offered as an investment option under the Plan or a similar
                  short-term fixed income investment.

                                       31
<PAGE>

         (b)      If the Participant receives a distribution of the vested
                  portions of his Company Contributions Account and Replacement
                  Plan Account, and he returns to employment with the Company
                  before he has incurred five consecutive One-Year Breaks in
                  Service, the amounts credited to his Forfeiture Account shall
                  be restored to his Company Contributions Account and
                  Replacement Plan Account only if he repays to the Trustee the
                  full amount of his distribution, before the date on which he
                  incurs five consecutive One-Year Breaks in Service. The amount
                  to be restored shall be determined as if the Forfeiture
                  Account had been invested throughout the Participant's absence
                  in a money market fund offered as an investment option under
                  the Plan or a similar short-term fixed income investment.

         (c)      If the Participant does not return to employment with the
                  Company before he has incurred five consecutive One-Year
                  Breaks in Service, he shall irrevocably forfeit all
                  entitlement to any benefit from the Plan with respect to his
                  Forfeiture Account.

         (d)      The Company may direct that the amount credited to a
                  Participant's Forfeiture Account be reallocated among the
                  Accounts of other Participants as of the end of a Plan Year
                  before the Participant has incurred five consecutive One-Year
                  Breaks in Service, provided that the Forfeiture Account
                  continues to be maintained on the books of the Plan and
                  remains subject to the restoration rules described in
                  subparagraphs (a) and (b).

         (e)      The amount necessary to restore any Participant's Account
                  shall be derived: first from the net earnings, if any, of
                  Forfeiture Accounts during the Plan Year; second from the
                  amounts of any Forfeiture Accounts that the Company has
                  released for reallocation as of the end of the Plan Year; and
                  finally, to the extent of any deficiency, from special
                  contributions of the Company pursuant to the last sentence of
                  Section 5.1. In no event shall the amount restored to a
                  Participant's Account be less than the amount credited to the
                  Account when a Forfeiture Account was established for the
                  Participant.

10.5     Severance Benefit in Certain Cases. In applying the provisions of
         Section 10.2 to a Participant who has received a severance benefit
         under Section 10.1 or a hardship distribution pursuant to section 11.7
         with respect to his Company Contributions Account on account of a prior
         termination of employment wherein, for any reason, the Participant did
         not incur five consecutive One-Year Breaks in Service, the vested
         amount remaining in such Account at any time shall be determined in
         accordance with the formula:

                  Vested Amount = P(AB + D) - D

         where: (i) P equals the vested percentage at the relevant time; (ii) AB
         is the credit balance of his Company's Contributions Account as of the
         appropriate Valuation Date; and (iii) D is the amount previously
         distributed. The amount of severance benefit distributable to a
         terminated Participant in accordance with the preceding sentence shall
         be reduced by any distribution to him since the appropriate Valuation
         Date.

                                       32
<PAGE>

                                   ARTICLE 11

                            DISTRIBUTION OF BENEFITS


11.1     Time and Manner of Distribution of Retirement and Severance Benefits.
         Distribution of Retirement benefits shall commence not later than the
         sixtieth day following the close of the Plan Year in which a
         Participant's Retirement occurs, unless he elects in writing to
         postpone distribution until a date that satisfies the requirements of
         Section 11.2. Subject to Section 11.2, a Participant's severance
         benefit distribution shall be made not later than the sixtieth day
         after the close of the Plan Year in which the Participant's employment
         with the Company terminates, provided that one of the following
         circumstances exists:

         (a)      As of the Valuation Date next preceding the distribution, the
                  value of the Participant's Account did not exceed $5,000
                  ($3,500 in the case of the initial Plan Year); or

         (b)      The Participant has consented in writing to the making of the
                  distribution.

         In any other circumstances, the distribution shall commence not later
         than the sixtieth day after the close of the Plan Year in which occurs
         the earliest of his Normal Retirement Date, his death or the
         Committee's receipt of the Participant's written consent to the making
         of the distribution.

         Benefits on account of Retirement shall be distributed in cash or kind,
         in either of the following manners, as elected by the Participant:

                  (i)      A lump sum; or

                  (ii)     A series of substantially equal annual (or more
                           frequent) installments over a period certain not
                           extending beyond the life expectancy of the
                           Participant (or, if his Beneficiary is his spouse or
                           is an individual designated by the Participant in
                           accordance with Section 9.2, the joint life and last
                           survivor expectancy of the Participant and such
                           spouse or other individual).

         Life expectancy and joint and last survivor expectancy shall be
         determined in accordance with the minimum distribution requirements of
         Section 11.2. The life expectancy or expectancies of a Participant or a
         Participant's spouse or both shall be redetermined annually if the
         Participant so elects at the time of the Retirement.

         Severance benefits shall be distributed to a living Participant in the
         same manner and subject to the same conditions as Retirement benefits,
         and to the Beneficiary of a deceased Participant in the same manner and
         subject to he same conditions as death benefits pursuant to Section
         11.3.

                                       33
<PAGE>

         If a distribution is one to which Section 401(a)(11) and 417 of the
         Code do not apply, it may commence less than thirty days after the
         notice required under Income Tax Regulations Section 1.411 (a)-11(c) is
         given, provided that the Committee informs the Participants that he has
         a right to a period of at least thirty days after receiving the notice
         to consider whether or not to elect a distribution and, if applicable,
         a distribution option and the Participant thereafter affirmatively
         elects a distribution.

         A Former Participant whose vested Account balance is zero will be
         deemed to have received a distribution as of the date of termination of
         his employment.

11.2     Minimum Distribution Requirements. Distributions must in all events
         satisfy the minimum distribution requirements in Section 401(a)(9) of
         the Code and Income Tax Regulations Section 1.401(a)(9)-1, and the
         minimum distribution incidental benefit requirements in Income Tax
         Regulations Section 1.401(a)(9)-2.

         The entire interest of a Participant must be distributed, or begin to
         be distributed, no later than the Participant's required beginning
         date, determined as follows.

         (a)      General Rule. The required beginning date of a Participant is
                  the first day of April of the calendar year following the
                  later of the calendar year in which the Participant attains
                  age 70 1/2 or the calendar year in which the Participant's
                  Retirement occurs.

         (b)      Five percent owners. The required beginning date of a
                  Participant who is a five percent owner is the first day of
                  April of the calendar year following the calendar year in
                  which the Participant attains age 70 1/2. A Participant is
                  treated as a five percent owner for purposes of this Section
                  11.2 if he is a "5-percent owner" as defined in Section 416(i)
                  of the Code at any time during the Plan Year ending with or
                  within the calendar year in which he attains age 70 1/2.

         Commencing with the calendar year immediately preceding the
         Participant's required beginning date, the minimum amount required to
         be distributed with respect to each calendar year is the Participant's
         applicable Account balance divided by the life expectancy or joint life
         and last survivor expectancy that measures the period certain of the
         distribution. The applicable Account balance is the credit balance of
         the Participant's Account as of the last day of the calendar year
         immediately preceding the calendar year for which the minimum
         distribution amount is determined; provided, however, that any
         distribution made on or before the Participant's required beginning
         date, with respect to the first calendar year in which minimum
         distributions are required, shall be treated for this purpose as if it
         had been made in the calendar year immediately preceding the
         Participant's required beginning date. The minimum required
         distribution for each subsequent calendar year, including the minimum
         distribution for the calendar year in which the Participant's required
         beginning date occurs, must be made on or before December 31 of the
         calendar year with respect to which it is made.

                                       34
<PAGE>


         For purposes of this Section 11.2, life expectancy and joint and last
         survivor expectancy shall be determined by use of the expected return
         multiples in Tables V and VI of Income Tax Regulations Section 1.72-9.
         The life expectancy or expectancies of a Participant or a Participant's
         spouse or both shall be redetermined annually if the Participant so
         elects at the time of the Retirement.

         With respect to distributions under the Plan made for calendar years
         beginning on or after January 1, 2002, the Plan shall apply the minimum
         distribution requirements of Section 401(a)(9) of the Code in
         accordance with regulations under Section 401(a)(9) that were proposed
         on January 17, 2001, notwithstanding any provision of the Plan to the
         contrary. This amendment shall continue in effect until the end of the
         last calendar year beginning before the effective date of final
         regulations under Section 401(a)(9) or such other date as may be
         specified in guidance published by the Internal Revenue Service.

11.3     Time and Manner of Distribution of Death Benefits. In the event of the
         death of a Participant who had not received any distribution of
         benefits, distribution of benefits to his Beneficiary shall commence
         promptly after his death, and in no event later than the sixtieth day
         following the close of the Plan Year in which his death occurs;
         provided, however, that the Beneficiary of such a deceased Participant
         may elect in writing to postpone the commencement of benefit
         distribution until any date that meets the requirements stated in the
         following paragraphs:

         (a)      If the Beneficiary is the spouse of the deceased Participant,
                  payment must commence no later than the last day of the
                  calendar year containing the date on which the deceased would
                  have attained age 70 1/2.

         (b)      If the Beneficiary is an individual other than the decedent's
                  spouse, payment must commence no later than the last day of
                  the calendar year next following the calendar year in which
                  his death occurred.

         (c)      Distributions under paragraphs (a) and (b) may be made (i) in
                  a lump sum or (ii) in a series of substantially equal annual
                  (or more frequent) installments over a period not exceeding
                  the Beneficiary's life expectancy. Any annuity contract
                  distributed shall be nontransferable and shall provide for
                  nonincreasing payments. The payment period of such a contract
                  may be as long as the Beneficiary lives, and the contract may
                  provide for an annuity certain feature for a period not
                  exceeding the life expectancy of the Beneficiary.
                  Alternatively, the payment period may be any period certain
                  not extending beyond the life expectancy of the Beneficiary.
                  Life expectancy shall be determined in accordance with the
                  minimum distribution requirements of Section 11.2.

         (d)      In a case other than those described in paragraphs (a) and
                  (b), the entire Account of the deceased shall be distributed
                  no later than the last day of the Plan Year in which the fifth
                  anniversary of the date of his death occurs (i) in a lump sum
                  or (ii) in a series of annual (or more frequent) installments,
                  as specified by the Beneficiary.

                                       35
<PAGE>


         (e)      If the Beneficiary of a deceased Participant who had not
                  received any distribution of benefits from the Plan at the
                  time of his death is his surviving spouse, and the surviving
                  spouse dies before payment of benefits from the Plan
                  commences, then the rule stated in paragraph (d) shall apply
                  as though the surviving spouse were the Participant.

         In the event of the death of a Participant who had commenced receiving
         a distribution of benefits in installments in accordance with Section
         11.1(ii), the distribution of installments shall continue to his
         Beneficiary, at least as rapidly as contemplated under the method of
         distribution begun before his death; provided, however, that the
         Beneficiary may at any time elect by written notice to the Committee to
         receive the entire remaining balance of the deceased Participant's
         Account in a lump sum.

11.4     Notice of Death, Retirement or Termination of Service. As soon as
         possible after the death, Retirement or other termination of service of
         a Participant, the Committee shall deliver to the Trustee a notice
         specifying the name and address of the Participant (including, if
         applicable, any designated or contingent Beneficiary) who is entitled
         to receive benefits under the Plan, the time such benefits are to be
         paid and the medium of payment.

11.5     Direct Rollover Distributions. Notwithstanding any other provision of
         the Plan, a Distributee may elect, at the time and in the manner
         prescribed by the Committee, to have any portion of an Eligible
         Rollover Distribution paid in a Direct Rollover directly to an Eligible
         Retirement Plan specified by the Distributee.

         As used in the preceding paragraph, the following words and phrases
         have the meanings indicated below:

         (a)      An Eligible Rollover Distribution is any distribution of all
                  or any portion of the balance to the credit of the
                  Distributee, except: any distribution that is one of a series
                  of substantially equal periodic payments made (not less
                  frequently than annually) for the life or life expectancy of
                  the Distributee and the Distributee's designated beneficiary,
                  or for a specified period of ten years or more; any
                  distribution to the extent it is required under Section
                  401(a)(9) of the Code; effective for distribution made before
                  January 1, 2002 any portion of any distribution that is not
                  includible in gross income; effective for distributions made
                  after December 31, 1998, any hardship withdrawal of Deferral
                  Contributions made in accordance with Section 11.7; and
                  effective for distributions made after December 31, 2001, the
                  entire hardship withdrawal amount made in accordance with
                  Section 11.7.

         (b)      An Eligible Retirement Plan is any of the following entities
                  that accepts the Distributee's Eligible Rollover Distribution:
                  an individual retirement account described in Section 408(a)
                  of the Code; an individual retirement annuity described in
                  Section 408(b) of the Code; an annuity plan described in
                  Section

                                       36
<PAGE>
                  403(a) of the Code or a qualified trust described in Section
                  401(a) of the Code and for Plan Years beginning after December
                  31, 2001, an eligible deferred compensation plan described in
                  Code Section 402(c)(8)(B)(v) or an annuity contract described
                  in Code Section 403(b). However, in Plan Years beginning
                  before January 1, 2002, with respect to a Distributee who is a
                  Participant's surviving spouse, an eligible retirement plan is
                  an individual retirement account or an individual retirement
                  annuity.

         (c)      A Distributee is an Employee or former Employee, the surviving
                  spouse of an Employee or former Employee, or the alternate
                  payee under a Qualified Domestic Relations Order who is the
                  spouse or former spouse of an Employee or former Employee.

         (d)      A Direct Rollover is a payment by the Plan to an Eligible
                  Retirement Plan specified by the distributee.

11.6     Distribution under Qualified Domestic Relations Order. If the Committee
         determines that the Plan has received a Qualified Domestic Relations
         Order with respect to a Participant's Account, distributions shall be
         made in accordance with the requirements of such Qualified Domestic
         Relations Order, notwithstanding that the Qualified Domestic Relations
         Order provides for payments to an alternate payee before the
         Participant reaches the "earliest retirement age" within the meaning of
         Section 414(p)(4)(B) of the Code, and before any distribution other
         than a hardship distribution may be made to the Participant pursuant to
         the Plan.

11.7     Hardship Distribution. The Committee may instruct the Trustee to
         distribute to a Participant who is experiencing hardship due to an
         immediate and heavy financial need the amount necessary to satisfy that
         need, but not more than the credit balance of his Pension Plan Transfer
         Account, Company Contributions Account and Rollover Account as of the
         Valuation Date next preceding the distribution, plus the aggregate
         amount of the Deferral Contributions (net of any distributions thereof)
         made by the Participant. For purposes of this Section 11.7, a
         distribution will be considered to be made on account of an immediate
         and heavy financial need only if it is made on account of:

         (a)      Costs directly related to the purchase of a dwelling unit to
                  be used as a principal residence of the Participant (excluding
                  mortgage payments); or

         (b)      Payment of tuition and related educational fees for the next
                  twelve months of post-secondary education for the Participant,
                  his spouse, children or dependents; or

         (c)      Expenses for medical care described in Section 213(d) of the
                  Code for the Participant, his spouse, children and dependents,
                  or necessary for these persons to obtain such care; or

                                       37
<PAGE>

         (d)      Payment necessary to prevent the eviction of the Participant
                  from his principal residence or the foreclosure of a mortgage
                  on the Participant's principal residence.

         The amount of an immediate and heavy financial need may include any
         amounts necessary to pay any federal, state or local income taxes or
         penalties reasonably anticipated to result from the distribution.

         A Participant who requests a distribution pursuant to this Section 11.7
         must have obtained all other distributions and nontaxable loans, if
         any, available to him under all benefit plans maintained by the
         Company.

11.8     Distribution of Excess Deferral Amounts. Notwithstanding any other
         provision of the Plan, Excess Deferral Amounts and income or loss
         allocable thereto (including all earnings, expenses and appreciation or
         depreciation in value, whether or not realized) shall be distributed no
         later than each April 15 to Participants who claim Excess Deferral
         Amounts for the preceding calendar year.

         "Excess Deferral Amount" shall mean the amount of Deferral
         Contributions for a calendar year that the Participant designates to
         the Plan pursuant to the following procedure. The Participant's
         designation shall be submitted to the Committee in writing no later
         than March 1; shall specify the Participant's Excess Deferral Amount
         for the preceding calendar year; and shall be accompanied by the
         Participant's written statement that if the Excess Deferral Amount is
         not distributed, it will when added to amounts deferred under other
         plans or arrangements described in Section 401(k), 408(k) or 403(b) of
         the Code exceed the limit imposed on the Participant by Section 402(g)
         of the Code for the year in which the deferral occurred. A Participant
         who has an Excess Deferral Amount for a taxable year, taking into
         account only his Deferral Contributions under the Plan and any other
         plans of the Company, shall be deemed to have designated the entire
         amount to the Plan.

         The income or loss allocable to an Excess Deferral Amount for the
         preceding calendar year shall be determined by multiplying the income
         or loss allocated to the Participant's Deferral Contributions Account
         for the preceding calendar year by a fraction, the numerator of which
         is the Excess Deferral Amount and the denominator of which is the
         balance of the Participant's Deferral Contributions Account without
         regard to any income or loss occurring during the preceding calendar
         year, or by any other reasonable method that is actually used by the
         Plan for allocating income and loss to Participants' accounts, provided
         that the method does not violate Section 401(a)(4) of the Code and is
         used consistently for all Participants and for all corrective
         distributions with respect to any given Plan Year. An Excess Deferral
         Amount and the income or loss allocable thereto may be distributed
         before the end of the calendar year in which the Deferral Contributions
         were made, in which case the amount of allocable income shall be
         determined as of the last day of the calendar month preceding that in
         which the distribution is made, as though it were the last day of the
         calendar year.

                                       38
<PAGE>

11.9     Distribution of Excess Contributions. Notwithstanding any other
         provision of the Plan, Excess Contributions and income or loss
         allocable thereto (including all earnings, expenses and appreciation or
         depreciation in value, whether or not realized) shall be distributed no
         later than the last day of teach Plan Year to Participants on whose
         behalf such Excess Contributions were made for the preceding Plan Year.

         "Excess Contributions" shall mean the amount described in Section
         401(k)(8)(B) of the Code. The Excess Contributions that would otherwise
         be distributed to the Participant shall be reduced by any Excess
         Deferral Amount distributed to the Participant pursuant to Section
         11.9. Amounts distributed under this Section 11.9 shall be treated as
         distributions form the Participant's Deferral Contributions Account.

         The income or loss allocable to Excess Contributions for the preceding
         Plan Year shall be determined by multiplying the income or loss
         allocated to the Participant's Deferral Contributions Account for the
         preceding Plan Year by a fraction, the numerator of which is the Excess
         Contributions on behalf of the Participant for the preceding Plan Year
         and the denominator of which is the balance of the Participant's
         Deferral Contributions Account without regard to any income or loss
         occurring during the preceding Plan Year, or by any other reasonable
         method that is actually used by the Plan for allocating income and loss
         to Participants' Accounts, provided that the method is consistently
         applied to all Participants and all corrective distributions with
         respect to any given Plan Year.

11.10    Distribution of Excess Aggregate Contributions. Notwithstanding any
         other provision of the Plan, Excess Aggregate Contributions and income
         or loss allocable thereto (including all earnings, expenses and
         appreciation or depreciation in value, whether or not realized) shall
         be distributed no later than the last day of each Plan Year to
         Participants to whose accounts Voluntary Contributions were allocated
         for the preceding Plan Year.

         "Excess Aggregate Contributions" means the amount described in Section
         401(m)(6)(B) of the Code. Amounts distributed under this Section 11.10
         shall be treated as distributions from the Participant's Voluntary
         Contributions Account.

         The income or loss allocable to Excess Aggregate Contributions for the
         preceding Plan Year shall be determined by multiplying the income or
         loss allocated to a Voluntary Contributions Account for the preceding
         Plan Year by a fraction, the numerator of which is the Excess Aggregate
         Contributions on behalf of the Participant for the preceding Plan Year
         and the denominator of which is the balance of the Voluntary
         Contributions Account without regard to income or loss occurring during
         the preceding Plan Year, or by any other reasonable method that is
         actually used by the Plan for allocating income and loss to
         Participants' Accounts, provided that the method is consistently
         applied to all Participants and all corrective distributions with
         respect to any given Plan Year.

11.11    Cessation of Interest. The interest in the Plan and Trust of a
         Participant or Beneficiary shall cease upon the delivery to him of a
         lump sum distribution or the sum of all installments, as required by
         the Committee in its notice.

                                       39
<PAGE>

11.12    Missing Persons. If a person entitled to benefits under the Plan cannot
         be located after diligent search by the Committee or the Trustee and
         the whereabouts of such person continues to be unknown for a period of
         three years, the Committee or Trustee may determine that such person
         has died, whereupon his benefits shall be distributed to the
         Beneficiary determined in accordance with Article 9, or if no such
         Beneficiary can be determined or located after reasonable efforts, the
         Committee may determined that such benefits are forfeited and the
         amount thereof shall be allocated as provided in Section 7.4; provided,
         however, that such benefits shall be restored upon the filing of a
         claim by the Participant or Beneficiary within the time prescribed by
         the applicable law or regulations.

11.13    Mailing of Benefits. Whenever the Trustee is directed to make payment
         or delivery of benefits in accordance with a notice of the Committee,
         mailing a check in the appropriate amount to the person or persons
         entitled thereto at the address designated in such notice shall be
         adequate deliver by the Trustee for all purposes.

11.14    Minors and Incompetents. In the event that any benefit hereunder
         becomes payable to a minor or to a person under legal disability or to
         a person not judicially declared incompetent but who, by reason of
         illness or mental or physical disability, is, in the opinion of the
         Committee, unable properly to administer such benefit, then the same
         shall be paid out in such of the following ways as the Committee deems
         best, and the Trustee, the Committee and the Company shall not incur
         any liability therefor: (a) directly to such person; (b) to the legally
         appointed guardian or conservator of such person; (c) to some relative
         or friend for the care and support of such person; or (d) by the
         Committee's using such benefit directly for such person's care and
         support.

                                       40
<PAGE>

                                   ARTICLE 12

                           ADMINISTRATION OF THE PLAN

12.1     Members of the Committee. The Company by resolution of its Board of
         Directors shall appoint a Retirement Committee (the "Committee") to
         consist of not fewer than two nor more than five persons. Any one or
         all of the members of the Committee may also be a Trustee or a member
         of the Board of Directors of The Company. The Board of Directors may
         remove a member of the Committee at any time with or without cause.
         Vacancies in the Committee may be filled by the Board of Directors. A
         member of the Committee may resign at any time by filing written notice
         thereof with the Board of Directors or the Clerk of The Company. Each
         member of the Committee shall serve until such time as he dies,
         resigns, or is removed by the Board of Directors.

12.2     Powers and Duties of the Committee; Committee Not to Act in
         Discriminatory Manner. The Committee shall constitute the "named
         fiduciary" and the "administrator" with respect to the Plan as such
         terms are defined by ERISA, and in such capacities it shall have
         authority to control and manage the operation and administration of the
         Plan. The Committee shall have the powers and duties specified in the
         Plan and, not in limitation but in amplification of the foregoing,
         shall have discretionary authority to construe the Plan and the Trust
         Agreement, to interpret ambiguities therein and to determine all
         questions arising thereunder, including particular questions submitted
         by the Trustee on all matters necessary for it properly to discharge
         its duties, powers and obligations.

         The Committee may employ such accountants, counsel, specialists and
         other persons, including the Trustee, as it deems necessary or
         desirable in connection with the administration of this Plan. To the
         extent permitted by ERISA, the Committee may delegate any of its
         fiduciary responsibilities or other duties or responsibilities to such
         persons as the Committee deems appropriate.

         The Committee may correct any defect, supply any omission, interpret
         any ambiguity, reconcile any inconsistency and adopt such rules and
         procedures with respect to the administration of this Plan in such
         manner and to such extent as it may deem necessary and expedient to
         carry out the Plan. The rules and decisions of the Committee made in
         good faith upon any matter within the scope of its authority shall be
         final and binding upon all parties, but the Committee at all times
         shall make similar decisions on similar questions involving similar
         circumstances, and the Committee shall not act in such a manner as to
         discriminate in favor of officers, shareholders or Highly Compensated
         Employees.

         The Committee and every person who handles assets of the Plan shall be
         covered by a fidelity bond meeting the requirements of Section 415 of
         Title I of ERISA.

                                       41
<PAGE>

12.3     Notification of Trustee. The Company shall from time to time notify the
         Trustee of the names and addresses of all members of the Committee and
         of changes thereof, and the Trustee may act in full reliance upon the
         last such notice received.

12.4     Committee Procedures: Chairman and Secretary. The Committee may adopt
         such bylaws and regulations as it deems desirable for the conduct of
         its affairs. The action of such majority of the members of the
         Committee expressed either by a vote at a meeting or in writing without
         a meeting shall constitute the action of the Committee and shall have
         the same effect for all purposes as if assented to by all of the
         members of the Committee at the time in office. A member of the
         Committee who is a Participant under the Plan shall not vote on any
         questions relating exclusively to himself.

         The Committee shall from time to time elect one of its members as
         Chairman, who shall hold his office until his successors are elected,
         or until he sooner dies, resigns, is removed from office, replaced, or
         becomes disqualified by ceasing to be a member of the Committee. The
         Chairman of the Committee shall have such powers and duties as are
         commonly incident to such office, including without limitation, the
         powers and duties enumerated in any bylaws established by the
         Committee, the power and duty to preside at all meetings of the
         Committee, to prepare an agenda for all such meetings (and for actions
         to be taken without a meeting), and such powers and duties as the
         Committee may from time to time designate. The Committee shall keep a
         record of all meetings of the Committee and actions taken by the
         Committee without a meeting.

         By vote of its members, the Committee may authorize any one or more of
         its members to execute any document or documents on its behalf and to
         execute any instructions and notices of the Committee, including
         instructions and notices to the Trustee pursuant to the Trust
         Agreement. Promptly after the meeting (or action without a meeting) at
         which one or more persons are authorized to execute any such documents,
         instructions or notices to the Trustee, the members of the Committee
         shall furnish the Trustee with a certificate signed by each such member
         as to the designation of the person so authorized by the Committee.

12.5     Committee to Keep Accurate Records. The Committee shall keep accurate
         records and minutes of its proceedings and actions with respect to the
         Plan. It shall also maintain, or cause to be maintained, accounts
         showing the operation and condition of the Trust Fund and shall keep,
         or cause to be kept, in convenient form such data as may be necessary
         for the valuation of the assets and liabilities of the Plan. The
         Committee shall prepare or cause to be prepared and distributed to
         Employees and other individuals or filed with the appropriate
         government agencies, as the case may be, all necessary descriptions,
         reports, information and data required pursuant to the Code, ERISA and
         any other applicable laws.

12.6     Reliance on Specialists. Neither the Company, its officers, directors
         or employees, the Committee nor the Trustee shall be responsible for
         any reports furnished by any specialist retained or employed by the
         Committee but they shall be entitled to rely thereon as well as on
         certificates furnished by an accountant, and on all opinions of
         counsel. The

                                       42
<PAGE>
         Company, its officers, directors and employees, the Committee and the
         Trustee shall be fully protected with respect to any action taken or
         suffered by them in good faith in reliance upon such specialist,
         accountant or counsel, and all actions taken or suffered in such
         reliance shall be conclusive upon each of them and upon all Employees,
         Participants, Beneficiaries and any other persons interested hereunder
         and under the Trust Agreement.

12.7     Compensation; Liability. The members of the Committee shall not be
         entitled to any compensation for their services hereunder, but the
         Company shall reimburse them for any and all reasonable expenses
         incurred by them. The Company will indemnify the Committee and any
         member thereof against all liability occasioned by any act or omission
         to act, provided that the Committee and such member act in good faith.
         The Company shall be entitled to defend or maintain either in its own
         name or in the name of the Committee or any member thereof, any suit or
         litigation arising hereunder with respect to the Committee or any
         member thereof, and may employ its own counsel for such purpose. Except
         as may be required by ERISA, no bond or other security shall be
         required of the Committee or any member thereof for the faithful
         performance of its or his duties hereunder, and no member of the
         Committee shall incur any liability except for his own willful
         misfeasance or default.

12.8     Elections, Requests and Designations. The Committee may establish or
         change a standard form of request for any election, request or
         designation that may be made by a Participant or Beneficiary under this
         Plan, and any such election, requires or designation shall be valid
         only when made on such form (or such alternative form as is acceptable
         to the Committee) and filed with the Committee or some other person
         designated by the Committee for that purpose.

12.9     Claims Procedure. A Participant or Beneficiary who asserts a right to
         any benefit under the Plan that he has not received (a "Claimant") must
         file a written claim with the Committee. If the Committee wholly or
         partially denies a claim, it shall within ninety days of its receipt of
         the claim provide a written notice of denial to the Claimant, setting
         forth:

         (a)      Specific reasons for the denial of the claim;

         (b)      Specific reference to pertinent provisions of the Plan on
                  which the denial is based;

         (c)      A description of any additional material or information
                  necessary to perfect the claim and an explanation of why such
                  material or information is necessary; and

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

         A Claimant whose application for benefits is denied, or who has
         received neither an affirmative reply nor a notice of denial within
         ninety days after filing his claim, may request a full and fair review
         of the decision denying the claim. The request must be made in writing
         to the Committee within sixty days after receipt of the notice of
         denial

                                       43
<PAGE>
         (or, if no notice of denial is issued, within sixty days after the
         expiration of ninety days from the filing of the claim). In connection
         with the review, the Claimant or his authorized representative may:

                  (i)      Request a hearing by the Committee upon written
                           application to the Committee;

                  (ii)     Review pertinent documents in the possession of the
                           Committee; or

                  (iii)    Submit issues and comments in writing to the
                           Committee for review.

         A decision on review by the Committee shall be made promptly, and not
         later than sixty days after the receipt by the Committee of a request
         for review, unless special circumstances (such as the need to hold a
         hearing) require an extension of time for processing, in which case the
         Claimant will be so notified of the extension, and a decision shall be
         rendered as soon as possible, and not later than 120 days after receipt
         of the request for review. The decision shall be in writing and shall
         include specific reasons for the decision written in a manner
         calculated to be understood by the Claimant and specific reference to
         the pertinent provisions of the Plan on which the decision is based.
         The Committee shall have discretionary authority to interpret and apply
         the provisions of the Plan with respect to any benefit claim, and the
         decision of the Committee shall be final and binding upon all parties.

                                       44
<PAGE>

                                   ARTICLE 13

                                    TRUSTEE


13.1     Trust Agreement. The Trust Agreement is incorporated herein by this
         reference.


13.2     Investment of Trust Fund. The Trustee shall invest the assets of the
         Trust Fund in accordance with the provisions of the Trust Agreement and
         this Section 13.2.

         A Participant or Beneficiary may direct the Trustee to invest amounts
         contributed for his Account, other than his Replacement Plan Account,
         in any one or more investment media approved or announced from time to
         time in writing by the Committee as being available under the Plan.
         Each Participant's or Beneficiary's directions shall be given in a form
         required or permitted by the Committee, subject to the rules and
         conditions of this Section 13.2.

         (a)      The Committee shall from time to time establish and announce
                  in writing reasonable rules and regulations concerning the
                  number of investment media into which a Participant or
                  Beneficiary may direct that portions of any single
                  contribution be invested, the minimum dollar amount that may
                  be invested in any single medium, the intervals at which a
                  Participant or Beneficiary may change his investment
                  directions as to the future contributions and the intervals at
                  which a Participant or Beneficiary may change his director as
                  to the future investment of amounts then credited to his
                  Account. Nothing herein shall be construed to require the
                  Trustee to carry out any direction that would result in a
                  prohibited transaction under Section 406 of Title I ERISA or
                  Section 4975 of the Code or would generate income taxable to
                  the Plan, and the Trustee may decline to carry out any
                  direction that could create a fiduciary liability for the
                  Trustee that would not otherwise exist.

         (b)      Subject to the rules announced in accordance with paragraph
                  (a), each Participant's or Beneficiary's investment directions
                  shall be completed and transmitted to the Trustee before they
                  are to become effective and shall thereafter control the
                  investment of his Account, other than his Replacement Plan
                  Account, until he submits a subsequent direction. The Trustee
                  shall, upon his request, give a Participant or Beneficiary
                  written confirmation of his investment directions. Subject to
                  the rules announced in accordance with paragraph (a), each
                  Participant or Beneficiary may give investment directions
                  effective at least once within any three month period, the
                  dates for such investment directions to be determined from
                  time to time by the Committee.

         (c)      Amounts received by the Trustee for a Participant's or
                  Beneficiary's Account shall be invested as promptly as
                  practicable after their receipt by the Trustee in the medium
                  directed by the Participant or Beneficiary or, in the cases of
                  the Suspense Account and the Replacement Plan Accounts, as
                  directed by the Committee. Any

                                       45
<PAGE>

                  distribution thereon that is received in cash shall be applied
                  as soon as practicable to the purchase of additional interests
                  in the directed medium. Any distribution thereon that is
                  received in any form of property other than additional shares
                  or other evidences of interest in the directed medium itself
                  shall be converted to cash as soon as practicable, and
                  reinvested in additional interests in the directed medium.
                  Notwithstanding the preceding sentence, if for any reason it
                  proves impracticable in the opinion of the Trustee to convert
                  any such increment promptly into cash, then the Trustee may in
                  its sole discretion determined the method and time of sale,
                  disposition, use, application or conversion of the same,
                  provided that Accounts are credited with their proportionate
                  interests therein as prescribed in Article 7.

         (d)      In the event that a Participant or Beneficiary fails to direct
                  the Trustee as to the investment of an amount to be credited
                  to his Account, other than to his Replacement Plan Account,
                  the Trustee shall invest that amount in accordance with a
                  standing direction from the Participant or Beneficiary, or if
                  there is no such standing direction, the Trustee in it sole
                  discretion shall determine the manner of its investment until
                  the Participant or Beneficiary provides proper direction.

         (e)      The Trustee shall have no liability or responsibility for any
                  loss or expense to any Participant's or Beneficiary's
                  Account(s) resulting from any investment made in accordance
                  with the directions of the Participant or Beneficiary or, in
                  the case of Replacement Plan Accounts, as directed by the
                  Committee.

         (f)      An income, gain, loss or expense realized by a Participant's
                  or Beneficiary's Account, and any brokerage commissions
                  associated with a Participant's or Beneficiary's Account shall
                  be allocated to his Account and shall not be shared by or
                  allocated to any other Participant's or Beneficiary's Account.
                  The Plan may charge each Participant's or Beneficiary's
                  Account with the reasonable expenses of carrying out the
                  Participant's or Beneficiary's directions.

13.3     Trustee's Accounts. The assets of the Trust Fund shall be valued at
         their fair market value annually by the Trustee as of the last day of
         each Plan Year, and such other Valuation Dates as may be designated by
         the Committee, and the values reported to the Company and the
         Committee, together with a statement of receipts and disbursements for
         the preceding Plan Year and such other information regarding the Trust
         Fund as the Company may request.

13.4     Trustee's Records. The Trustee shall keep and maintain records under
         the direction of the Committee that shall accurately disclose at all
         times the state of the Trust Fund.

13.5     Trustee's Liability. The Trustee shall not be responsible for the
         validity of the Plan or Trust Agreement, nor for the adequacy of the
         Trust Fund to meet the obligations hereunder, but shall be accountable
         only for funds paid to it under the Trust Agreement.

                                       46
<PAGE>

13.6     Trustee's Compensation and Expenses. The Trustee shall be entitled to
         reimbursement for its reasonable expenses incurred hereunder. An
         individual serving as Trustee who is also a full-time Employee of the
         Company shall not be compensated for his or her services as Trustee,
         save as his or her compensation as an Employee may be such
         compensation. Other individuals and any corporation or trust company
         serving as a Trustee shall be entitled to compensation for its services
         in such amount as the Company and such Trustee may agree upon from time
         to time. Such reimbursement or compensation due a Trustee, if not paid
         by the Company, shall constitute a charge upon the Trust Fund.

                                       47
<PAGE>

                                   ARTICLE 14

                            AMENDMENT AND TERMINATION


14.1     Right to Amend or Terminate. The Company reserves the right at any time
         and from time to time to amend the Plan or the Trust, or terminate the
         Plan or the Trust, by execution of an appropriate instrument by a duly
         authorized officer of the Company, which authorization may be extended
         by ratification as well as by action in advance. The Company shall
         deliver to the Trustee a copy of any such amendment or a notice of
         termination executed by an officer thereunto duly authorized. The
         foregoing notwithstanding, the Company shall have no power to amend or
         terminate the Plan or the Trust in such manner as would:

         (a)      Increase the duties or liabilities of the Trustee without the
                  written consent of the Trustee;

         (b)      Cause or permit any of the Trust assets to be diverted to
                  purposes other than the exclusive benefit of the Participants
                  or their Beneficiaries and defraying the reasonable expenses
                  of administering the Plan and the Trust;

         (c)      Cause any reduction in the amount theretofore credited to any
                  Participant or Beneficiary or eliminate any optional form of
                  benefit with respect to benefits attributable to service
                  before the amendment; or

         (d)      Cause or permit any portion of the Trust assets to revert to
                  or become the property of the Company, except as provided in
                  Section 1.2.

14.2     Permanence of Plan. The Company has established the Plan with the bona
         fide intention and expectation that The Company will be able to make
         contributions indefinitely, but The Company is not and shall not be
         under any obligation or liability whatsoever to maintain the Plan (or
         the Trust) for any given length of time and may in its sole and
         absolute discretion terminate the Plan (or the Plan and Trust) or
         discontinue its contributions hereunder at any time without any
         liability whatsoever for such termination or discontinuance.

14.3     Termination of Plan or Plan and Trust. Unless the Plan and Trust be
         sooner terminated pursuant to (a) or (b) below, the Plan and, if so
         directed by the Company, the Trust shall terminate upon delivery to the
         Trustee of a notice of termination executed on behalf of The Company
         specifying the date as of which the Plan (or the Plan and Trust) shall
         terminate. The preceding sentence notwithstanding, both the Plan and
         the Trust shall automatically terminate upon the happening of either of
         the following events:

         (a)      Adjudication of the Company as a bankrupt or general
                  assignment by the Company to or for the benefit of creditors;
                  or

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<PAGE>

         (b)      Dissolution of the Company.

         In the event of the bankruptcy, liquidation or dissolution of the
         Company, the Plan shall be deemed terminated.

14.4     Vesting on Termination or Partial Termination of Plan or Discontinuance
         of Contributions. The Company shall notify the Trustee in writing if it
         shall permanently discontinue contributions hereunder. Notwithstanding
         any other provisions of the Plan, if the Plan is terminated or if the
         Company shall permanently discontinue contributions hereunder
         (irrespective of whether the Trust shall be terminated), the interests
         of all Participants in the Plan and Trust shall become fully vested and
         nonforfeitable as of the date of such termination or such
         discontinuance. Upon the partial termination of the Plan with respect
         to a group of Participants, the interests of all such Participants in
         the Plan and Trust shall become fully vested and nonforfeitable as of
         the date of such partial termination.

14.5     Successor to Business of the Company. Unless the Plan and Trust be
         sooner terminated, a successor to the business of the Company, by
         whatever form or manner resulting, may continue the Plan and Trust by
         executing appropriate supplementary instruments, and such successor
         shall thereupon succeed to all the rights, powers and duties of the
         Company hereunder. The employment of any Employee who has continued in
         the employ of such successor shall not be deemed to have been
         terminated or severed for any purpose hereunder if any such
         supplemental instrument so provides.

14.6     Liquidation of Trust. In the event of the termination of the Plan or
         the complete discontinuance of contributions by the Company, or in the
         event of the partial termination of the Plan with respect to a group of
         Participants, the Committee shall direct the Trustee to:

         (a)      Reduce to cash such part or all of the Trust Fund as the
                  Company may deem appropriate;

         (b)      Pay the liabilities, if any, of the Trust;

         (c)      Value the remaining assets of the Trust as of the date of
                  termination, partial termination or discontinuance; and

         (d)      Allocate any previously unallocated assets and adjust the
                  Account balances as provided in Article 7.

         In the event the Trust is also terminated, the Company shall also
         direct the Trustee to distribute the assets of the Trust in cash or in
         kind or partly in cash and partly in kind in liquidation to and among
         the persons having an interest in the Trust in proportion to the
         amounts standing to the credit of their respective Accounts as of the
         termination date. If the Trust is not terminated, the Company shall so
         notify the Trustee and the Trustee shall continue to administer the
         Trust Fund as provided in this Plan and the Trust Agreement.

                                       49
<PAGE>

14.7     Merger or Consolidation of Plan. In the case of any merger or
         consolidation of the Plan with, or transfer of assets or liabilities of
         the Plan to, any other Plan, the value of the benefits to which each
         Participant or Beneficiary would become entitled if the resulting or
         transferee plan were terminated immediately after such merger,
         consolidation or transfer mush equal or exceed the value of the
         benefits to which such Participant or Beneficiary would have been
         entitled had the Plan been terminated immediately prior to such merger,
         consolidation or transfer of assets.

                                       50
<PAGE>

                                   ARTICLE 15

                  SPENDTHRIFT PROVISION; ALIENATION PROHIBITED

Except as provided in Code Sections 401(a)(13)(C) and (D) (relating to offsets
ordered or required under a criminal conviction involving the Plan, a civil
judgment in connection with a violation or alleged violation of fiduciary
responsibilities under ERISA, or a settlement agreement between the Participant
and the Department of Labor in connection with a violation or alleged violation
of fiduciary responsibilities under ERISA), Section 1.401(a)-13(b)(2) of the
Treasury Regulations (relating to Federal tax levies), or as otherwise required
by law, the beneficial interest in the Trust of a Participant or Beneficiary
shall not be assignable or subject to attachment or receivership, nor shall it
pass to any trustee in bankruptcy or be reached or applied by any legal process
for the payment of any obligations of the Participant or Beneficiary; provided,
however, that the rule just stated shall not apply in the case of any Qualified
Domestic Relations Order.

                                       51
<PAGE>

                                   ARTICLE 16

                      SPECIAL TAX QUALIFICATION PROVISIONS

16.1     Affiliated Companies. For all purposes of the Plan except for Section
         7.3, "Affiliated Companies" shall mean the Company and all
         corporations, partnerships, trades or businesses (whether or not
         incorporated) that constitute a controlled group of corporations with
         the Company, a group of trades or businesses under common control with
         the Company, or an affiliated service group, within the meaning of
         Section 414(b), Section 414(c), Section 414(m) or Section 414(o)
         respectively, of the Code. For purposes of the limitation on
         contributions set forth in Section 7.3, "Affiliated Companies" shall
         mean the Company and all corporations, partnerships, trades or
         businesses (whether or not incorporated) that constitute a controlled
         group of corporations with the Company or a group of trades or
         businesses under common control with the Company, within the meaning of
         Section 414(b) or Section 414(c) of the Code, as modified by Section
         414(o) and Section 415(h) of the Code, or which constitute an
         affiliated service group within the meaning of Section 414(m) of the
         Code.

         In furtherance and not in limitation of the other provisions of the
         Plan, for each Plan Year in which the Company is one of the Affiliated
         Companies, all service of an Employee with any one or more of the
         Affiliated Companies shall be treated as employment by the Company for
         purposes of determining the Employee's Hours of Service, eligibility to
         participate in the Plan, Years of Service and limitations on
         contributions in Section 7.3. Service of an individual for an employer
         that becomes an Affiliated Company during his employment shall be
         treated as employment by the Company from and after the date on which
         such an employer becomes an Affiliated Company. The transfer of
         employment by an Employee to another Affiliated Company shall not be a
         Retirement or other termination of employment for purposes of the Plan;
         provided, however, that contributions under the Plan relating to any
         such Employee shall be allocated to his Account only with respect to
         his Compensation from the Company.

         An Affiliated Company other than a foreign corporation not subject to
         tax under Section 881 of the Code or any other entity operating
         exclusively outside the United States may become a participating
         company in the Plan and Trust as provided in Section 17.9, in which
         case the terms and conditions of the Plan relating to contributions and
         benefits shall apply to such a participating company as though it were
         the Company, and to its employees as though they were employees of the
         Company; provided, however, that all powers reserved to the Company in
         Articles 12 through 14 of the Plan shall rest exclusively with the
         Company.

16.2     Top-Heavy Plan Requirements. Notwithstanding any other provisions of
         the Plan, the following provisions shall apply to any Plan Year for
         which the Plan is determined to be a "top-heavy plan" within the
         meaning of Section 416 of the Code.

                                       52
<PAGE>

         (a)      The Plan will be considered a top-heavy plan for the initial
                  Plan Year if as of the last day of such Plan Year, and for any
                  subsequent Plan Year if as of the last day of the preceding
                  Plan Year (the "Determination Date") (i) the total credit
                  balance of the Accounts of Participants who are "key
                  employees" (as defined in Section 416(i)(1) of the Code)
                  exceeds sixty percent of the total credit balance of the
                  Accounts of all Participants (the "60%-test") or (ii) the Plan
                  is part of a "required aggregation group" (as hereinafter
                  defined) that is top-heavy. However, notwithstanding the
                  results of the 60%-test, the Plan shall not be considered a
                  top-heavy plan for any Plan Year in which the Plan is part of
                  any aggregation group (within the meaning of Section 416(g) of
                  the Code) that is not top-heavy.

         (b)      An aggregation group is a group of tax-qualified retirement
                  plans maintained by any Affiliated Company or Companies. A
                  required aggregation group includes each such plan in which a
                  key employee participates, and each other plan (regardless of
                  whether the plan is terminated) that enables any plan in which
                  a key employee participates to meet the requirements of
                  Section 410(a)(4) or Section 410 of the Code. A permissive
                  aggregation group includes the required aggregation group plus
                  any other plan or plans that, when considered with the
                  required aggregation group, satisfy the requirements of
                  Section 401(a)(4) and Section 410 of the Code, and that the
                  Committee has designated as a permissive aggregation group.
                  All plans in any aggregation group shall be considered
                  top-heavy if, treating all of the plans in the aggregation
                  group as a single plan, the single plan would be top-heavy
                  under the 60%-test.

         (c)      For purposes of determining whether the Plan or any
                  aggregation group is top-heavy under the 60%-test, the
                  following rules shall apply: (1) the credit balance of the
                  Accounts of Participants shall be increased by the aggregate
                  distributions made with respect to any Participant during the
                  five year period (the one year period effective for Plan Years
                  beginning after December 31, 2001) ending on the Determination
                  Date; (2) there shall not be taken into account the Account
                  balance of any Participant who on the Determination Date is
                  not a key employee but who was a key employee in a prior Plan
                  Year; and (3) there shall not be taken into account the
                  Account balance of any individual who has not received within
                  the five years (the one year period effective for Plan Years
                  beginning after December 31, 2001) preceding the Determination
                  Date any compensation (other than benefits under the Plan)
                  from any Affiliated Company that has adopted the Plan within
                  the five years period (the one year period effective for Plan
                  Years beginning after December 31, 2001) preceding the
                  Determination Date.

         (d)      Notwithstanding Section 7.2, the Company's contribution, if
                  any, shall be allocated among the Accounts of Participants in
                  a manner such that the Account (including the Participant's
                  account in all other qualified retirement plans maintained by
                  Affiliated Companies) of each Participant who is a "non-key
                  employee" (as defined in Section 416(i)(2) of the Code) shall
                  receive an amount equal to at least three percent of the
                  Participant's Section 415 Compensation for such Plan Year (or,
                  if less, the largest percentage of Section 415 Compensation

                                       53
<PAGE>

                  provided on behalf of any Participant who is a key employee
                  for that Plan Year) or five percent of the non-key employee's
                  Section 415 Compensation for the Plan Year in the event the
                  non-key employee is a participant in both a defined benefit
                  plan and a defined contribution plan, and such minimum
                  contribution shall be allocated to the Accounts of each
                  Participant for the year other than the one who is no longer
                  an Employee on the last day of the year regardless of his
                  Hours of Service within the year. However, should the amount
                  allocated to each Participant who is a key employee be less
                  than three percent of the Participant's Section 415
                  Compensation, elective contributions made on behalf of a key
                  employee shall be taken into account in determining the
                  minimum required contribution made on behalf of key employees.

         (e)      For limitation years beginning before December 31, 1999, if
                  (1) the Plan would be considered a top-heavy plan if a
                  "90%-test" were utilized under subsection (a) above or (2) if
                  Company contributions (together with any available forfeiture
                  amounts) do not produce an allocation to the Account of each
                  Participant who is a non-key employee equal in value to at
                  least 7 1/2 percent of the Participant's Compensation, then,
                  in calculating the denominators of the Defined Benefit Plan
                  fraction and the Defined Contribution Plan Fraction in
                  accordance with Section 7.3, the factor "1.0" shall be
                  substituted for "1.25."

         (f)      The minimum benefit requirements of subsections (d) and (e)
                  above shall be reduced or offset, as determined by the
                  Committee in accordance with applicable regulations of the
                  Treasury Department, to the extent contributions or benefits
                  otherwise meeting the requirements of this Article 16 are
                  accrued for a non-key employee under any other qualified plan
                  or plans maintained by the Affiliated Companies.

                                       54
<PAGE>

                                   ARTICLE 17

                                  MISCELLANEOUS

17.1     Rights of Employees. The adoption and maintenance of the Plan and Trust
         shall not be deemed to be a contract between the Company and any
         Employee. Nothing herein contained shall be deemed to give any Employee
         the right to be retained in the employ of the Company or to diminish
         the right of the Company to discharge any Employee at any time, nor
         shall it be deemed to give the Company the right to require any
         Employee to remain in its employ or interfere with the Employee's right
         to terminate his employment at any time.

17.2     Obligation of the Company. All benefits payable under the Plan shall be
         paid or provided for solely from the Trust, and neither the Company nor
         the Trustee assumes any personal liability or responsibility therefor.

17.3     Action by The Company. Whenever, under the terms of the Plan, the
         Company is permitted or required to do or perform any act or thing, it
         shall be done or performed by an officer thereunto duly authorized by
         the Company.

17.4     Construction. The provisions of the Plan shall be construed,
         administered and enforced according the laws of the United States of
         America insofar as they may be applicable, and otherwise according to
         the laws of the Commonwealth of Massachusetts. The masculine gender
         shall include both sexes; the singular shall include the plural and the
         plural the singular, unless the context otherwise requires. In any
         questions of interpretation or other matter of doubt, the Trustee,
         Committee and the Company may rely upon the legal opinion of counsel
         for the Company or any other attorney at law designated by the Company.

17.5     Liability of The Company. The only duty of the Company hereunder shall
         be to use reasonable care in the selection of the Committee and the
         Trustee. Subject to its agreement to indemnify the Committee as
         provided in Section 12.7 and the Trustee if and to the extent provided
         in the Trust Agreement, neither the Company nor any person acting on
         its behalf shall be liable for any act or omission on the part of the
         Trustee, or for any act performed or the failure to perform any act by
         any person with respect to the Plan or the Trust.

17.6     Titles. The titles of the Articles and Sections hereof are included for
         convenience only and shall not be construed as part of the Plan or in
         any respect affecting or modifying its provisions. Such words as
         "herein," "hereinafter," "hereof" and "hereunder" refer to this
         instrument as a whole and not merely to the subdivision in which said
         words appear.

17.7     Counterparts. The Plan may be executed in any number of counterparts
         and each fully executed counterpart shall be deemed an original.

                                       55
<PAGE>

17.8     Expenses. All expenses incurred in establishing and operating the Plan,
         including, without limiting the generality of the foregoing, legal
         fees, brokerage commissions, administrative expenses, Trustee's
         expenses and the like, may be paid by the Company, but if not so paid
         shall be paid by the Trustee from the Trust Fund.

17.9     Adoption by Affiliated Company. With the approval of the Company, and
         subject to the last paragraph of Section 16.1, an Affiliated Company
         may adopt this Plan for the benefit of its Employees. In the event of
         such adoption, the Affiliated Company shall by appropriate written
         instrument(s) join in this Plan and Trust Agreement, and the provisions
         of this Plan shall be construed as necessary to account for
         participation herein by the Affiliated Company and contributions hereto
         for the Accounts of its eligible employees (such eligible employees to
         be so designated by the Affiliated Company); provided, however that in
         no event shall any such Affiliated Company be, or have the power to
         designate, the Committee or the Trustee(s) of the Plan or any Trust
         Agreement, such powers being hereby reserved exclusively to the Company
         and its Board of Directors.

         In the event that an organization that has adopted the Plan shall cease
         to be an Affiliated Company, such organization shall forthwith be
         deemed to have withdrawn from the Plan.

         Any Affiliated Company (other than the Company) may voluntarily
         withdraw from the Plan by giving prior notice in writing of such
         intention to withdraw to the Board of Directors and to the Committee.

         Upon any withdrawal by an Affiliated Company, the amounts outstanding
         to the credit of Participants employed by such Affiliated Company shall
         be set aside as a separate trust fund to be held pursuant to a plan
         whose initial terms shall be the same as the terms of the Plan on the
         date of such withdrawal, except that such Affiliated Company shall
         become the "Company" (and shall be substituted for the Company)
         thereunder and such separate plan shall cover only employees of such
         Affiliated Company.

         Notwithstanding the foregoing provisions of this Section 17.9, if
         employees of an Affiliated Company cease to be eligible to have
         contributions made on their behalf to the Plan by reason of any such
         withdrawal by an Affiliated Company, the Board of Directors may elect
         to continue to hold under the Plan and the Trust assets allocable to
         the withdrawing Affiliated Company (in lieu of segregation of such
         assets) and to apply provisions of the Plan so that Employees of the
         withdrawing Affiliated Company shall be treated as terminated Employees
         if they are no longer employed by any Affiliated Company and shall be
         considered to have transferred to noncovered status if they are
         employed after such withdrawal by any Affiliated Company that has not
         adopted the Plan.

                                       56
<PAGE>

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
in its name and behalf on this 28th day of June, 2002.

                                           PHOENIX FOOTWEAR GROUP, INC.

                                           By: /s/ ROBERT M. PEREIRA
                                              ----------------------------------

                                           Title: C.F.O
                                                 -------------------------------
                                       57