<PAGE>

              AMENDMENT TO AMENDED AND RESTATED THRIFT SAVINGS PLAN

                                  EXHIBIT 10.41

<PAGE>

        MODEL AMENDMENT TO COMPLY WITH THE 401 (a)(9) FINAL AND TEMPORARY
                                   REGULATIONS

Plan Name WILMINGTON TRUST THRIFT SAVINGS PLAN

The Plan named above gives the Employer the right to amend it at any time.
According to that right, the Plan is amended by adopting the model amendment set
forth below.

The plan's existing minimum distribution provisions are superseded to the extent
they are inconsistent with the provisions of this model amendment, but those
provisions that are not inconsistent (such as the plan's definition of required
beginning date) shall be retained. The plan's minimum distribution provisions
are amended as follows:

ARTICLE VII. MINIMUM DISTRIBUTION REQUIREMENTS.

Section 1 General Rules

1        Effective Date. The provisions of this article will apply for purposes
         of determining required minimum distributions for calendar years
         beginning with the 2003 calendar year.

1.2.     Coordination with Minimum Distribution Requirements Previously in
         Effect. This amendment is not effective until calendar years beginning
         with the 2003 calendar year, therefore, no coordination is required.

1.3      Precedence. The requirements of this article will take precedence over
         any inconsistent provisions of the plan.

1.4.     Requirements of Treasury Regulations Incorporated. All distributions
         required under this article will be determined and made in accordance
         with the Treasury regulations under section 401 (a)(9) of the Internal
         Revenue Code.

1.5      TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions
         of this article, distributions may be made under a designation made
         before January 1, 1984, in accordance with section 242(b)(2) of the Tax
         Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the
         plan that relate to section 242(b)(2) of TEFRA.

Section 2. Time and Manner of Distribution.

2.1      Required Beginning Date. The participant's entire interest will be
         distributed, or begin to be distributed, to the participant no later
         than the participant's required beginning date.

2.2.     Death of Participant Before Distributions Begin. If the participant
         dies before distributions begin, the participant's entire interest will
         be distributed, or begin to be distributed, no later than as follows:

         (a)      If the participant's surviving spouse is the participant's
                  sole designated beneficiary, then distributions to the
                  surviving spouse will begin by December 31 of the calendar
                  year immediately following the calendar year in which the
                  participant died, or by December 31 of the calendar year in
                  which the participant would have attained age 70 1/2 if later,
                  except to the extent that an election is made to receive
                  distributions in accordance with the 5-year rule. Under the
                  5-year rule, the participant's entire interest will be
                  distributed to the designated beneficiary by December 31 of
                  the calendar year containing the fifth anniversary of the
                  participant's death.

Subtype 101006 Minimum Required Distribution

<PAGE>

         (b)      If the participant's surviving spouse is not the participant's
                  sole designated beneficiary, then distributions to the
                  designated beneficiary will begin by December 31 of the
                  calendar year immediately following the calendar year in which
                  the participant died, except to the extent that an election is
                  made to receive distributions in accordance with the 5-year
                  rule. Under the 5-year rule, the participant's entire interest
                  will be distributed to the designated beneficiary by December
                  31 of the calendar year containing the fifth anniversary of
                  the participant's death.

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

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

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

2.3.     Forms of Distribution. Unless the participant's interest is distributed
         in the form of an annuity purchased from an insurance company or in a
         single sum on or before the required beginning date, as of the first
         distribution calendar year distributions will be made in accordance
         with sections 3 and 4 of this article. If the participant's interest is
         distributed in the form of an annuity purchased from an insurance
         company, distributions thereunder will be made in accordance with the
         requirements of section 401 (a)(9) of the Code and the Treasury
         regulations.

Section 3. Required Minimum Distributions During Participant's Lifetime.

3.1      Amount of Required Minimum Distribution For Each Distribution Calendar
         Year. During the participant's lifetime, the minimum amount that will
         be distributed for each distribution calendar year is the lesser of:

         (a)      the quotient obtained by dividing the participant's account
                  balance by the distribution period in the Uniform Lifetime
                  Table set forth in section 1.401 (a)(9)-9 of the Treasury
                  regulations, using the participant's age as of the
                  participant's birthday in the distribution calendar year; or

         (b)      the participant's sole designated beneficiary for the
                  distribution calendar year is the participant's spouse, the
                  quotient obtained by dividing the participant's account
                  balance by the number in the Joint and Last Survivor Table set
                  forth in section 1.401 (a)(9)-9 of the Treasury regulations,
                  using the participant's and spouse's attained ages as of the
                  participant's and spouse's birthdays in the distribution
                  calendar year.

Subtype 101006 Minimum Required Distribution    2

<PAGE>

3.2.     Lifetime Required Minimum Distributions Continue Through Year of
         Participant's Death. Required minimum distributions will be determined
         under this section 3 beginning with the first distribution calendar
         year and up to and including the distribution calendar year that
         includes the participant's date of death.

Section 4. Required Minimum Distributions After Participant's Death.

4.       Death On or After Date Distributions Begin.

         (a)      Participant Survived by Designated Beneficiary. If the
                  participant dies on or after the date distributions begin and
                  there is a designated beneficiary, the minimum amount that
                  will be distributed for each distribution calendar year after
                  the year of the participant's death is the quotient obtained
                  by dividing the participant's account balance by the longer of
                  the remaining life expectancy of the participant or the
                  remaining life expectancy of the participant's designated
                  beneficiary, determined as follows:

                  (1)      The participant's remaining life expectancy is
                           calculated using the age of the participant in the
                           year of death, reduced by one for each subsequent
                           year.

                  (2)      If the participant's surviving spouse is the
                           participant's sole designated beneficiary, the
                           remaining life expectancy of the surviving spouse is
                           calculated for each distribution calendar year after
                           the year of the participant's death using the
                           surviving spouse's age as of the spouse's birthday in
                           that year. For distribution calendar years after the
                           year of the surviving spouse's death, the remaining
                           life expectancy of the surviving spouse is calculated
                           using the age of the surviving spouse as of the
                           spouse's birthday in the calendar year of the
                           spouse's death, reduced by one for each subsequent
                           calendar year.

                  (3)      If the participant's surviving spouse is not the
                           participant's sole designated beneficiary, the
                           designated beneficiary's remaining life expectancy is
                           calculated using the age of the beneficiary in the
                           year following the year of the participant's death,
                           reduced by one for each subsequent year.

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

4.2. Death Before Date Distributions Begin.

         (a)      Participant Survived by Designated Beneficiary. If the
                  participant dies before the date distributions begin and there
                  is a designated beneficiary, the minimum amount that will be
                  distributed for each distribution calendar year after the year
                  of the participant's death is the quotient obtained by
                  dividing the participant's account balance by the remaining
                  life expectancy of the participant's designated beneficiary,
                  determined as provided in section 4.1, except to the extent
                  that an election is made to receive distributions in
                  accordance with the 5-year rule. Under the 5-year rule, the
                  participant's entire interest will be distributed to the
                  designated beneficiary by December 31 of the calendar year
                  containing the fifth anniversary of the participant's death.

Subtype 101006 Minimum Required Distribution

<PAGE>

         (b)      No Designated Beneficiary. If the participant dies before the
                  date distributions begin and there is no designated
                  beneficiary as of September 30 of the year following the year
                  of the participant's death, distribution of the participant's
                  entire interest will be completed by December 31 of the
                  calendar year containing the fifth anniversary of the
                  participant's death.

         (c)      Death of Surviving Spouse Before Distributions to Surviving
                  Spouse Are Required to Begin. If the participant dies before
                  the date distributions begin, the participant's surviving
                  spouse is the participant's sole designated beneficiary, and
                  the surviving spouse dies before the distributions are
                  required to begin to the surviving spouse under section
                  2.2(a), this section 4.2 will apply as if the surviving spouse
                  were the participant.

Section 5 Definitions.

5.       Designated Beneficiary. The individual who is designated as the
         beneficiary under the BENEFICIARY SECTION of Article X of the plan and
         is the designated beneficiary under section 401 (a)(9) of the Internal
         Revenue Code and section 1.401 (a)(9)-1, Q&A-4, of the Treasury
         regulations.

5.2.     Distribution Calendar Year. A calendar year for which a minimum
         distribution is required. For distributions beginning before the
         participant's death, the first distribution calendar year is the
         calendar year immediately preceding the calendar year which contains
         the participant's required beginning date. For distributions beginning
         after the participant's death, the first distribution calendar year is
         the calendar year in which distributions are required to begin under
         section 2.2. The required minimum distribution for the participant's
         first distribution calendar year will be made on or before the
         participant's required beginning date. The required minimum
         distribution for other distribution calendar years, including the
         required minimum distribution for the distribution year in which the
         participant's required beginning date occurs, will be made on or before
         December 31 of that distribution calendar year.

5.3      Life Expectancy. Life expectancy as computed by use of the Single Life
         Table in section 1.401 (a)(g)-9 of the Treasury regulations.

5.4.     Participant's Account Balance. The account balance as of the last
         valuation date in the calendar year immediately preceding the
         distribution calendar year (valuation calendar year) increased by the
         amount of any contributions made and allocated or forfeitures allocated
         to the account balance as of dates in the valuation calendar year after
         the valuation date and decreased by distributions made in the valuation
         calendar year after the valuation date. The account balance for the
         valuation calendar year includes any amounts rolled over or transferred
         to the plan either in the valuation calendar year or in the
         distribution calendar year if distributed or transferred in the
         valuation calendar year.

5.5.     Required Beginning Date. The date specified in the DEFINITIONS SECTION
         of Article VII of the plan.

Section 6. Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.

         Participants or beneficiaries may elect on an individual basis whether
         the 5-year rule or the life expectancy rule in sections 2.2 and 4.2 of
         Article VII of the plan applies to distributions after the death of a
         participant who has a designated beneficiary. The election must be made
         no later than the earlier of September 30 of the calendar year in which
         distribution would be required to begin under section 2.2 of Article
         VII of the plan, or by September 30 of the calendar year which contains
         the fifth anniversary of

Subtype 101006 Minimum ReQuired Distribution    4

<PAGE>


         the participant's (or, if applicable, surviving spouse's) death. If
         neither the participant nor beneficiary makes an election under this
         paragraph, distributions will be made in accordance with the life
         expectancy rule under sections 2.2 and 4.2 of Article VII of the plan.

Section 7. Election to Allow Designated Beneficiary Receiving Distributions
Under 5-Year Rule to Elect Life Expectancy Distributions.

         A designated beneficiary who is receiving payments under the 5-year
         rule may make a new election to receive payments under the life
         expectancy rule until December 31, 2003, provided that all amounts
         that would have been required to be distributed under the life
         expectancy rule for all distribution calendar years before 2004 are
         distributed by the earlier of December 31, 2003 or the end of the
         5-year period.

This amendment is made an integral part of the aforesaid Plan and is controlling
over the terms of said Plan with respect to the particular items addressed
expressly therein. All other provisions of the Plan remain unchanged and
controlling.

Unless otherwise stated on any page of this amendment, eligibility for benefits
and the amount of any benefits payable to or on behalf of an individual who is
an inactive participant on the effective date(s) stated above, shall be
determined according to the provisions of the aforesaid Plan as in effect on the
day before he became an inactive participant.

Signing this amendment, the Employer, as plan sponsor, has made the decision to
adopt this plan amendment. The Employer is acting in reliance on its own
discretion and on the legal and tax advice of its own advisors, and not that of
any member of the Principal Financial Group or any representative of a member
company of the Principal Financial Group.

Signed this 30th day of December, 2003.

                                        For the Employer,

                                        By /s/ Michael A. DiGregorio
                                           ---------------------------------
                                            S.V.P.
                                           ---------------------------------
                                              Business Title

Subtype 101006 Minimum Required Distribution                           (4-47951)

                                       5
<PAGE>

                     GOOD FAITH COMPLIANCE AMENDMENT FOR THE
       ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 (EGTRRA)

This amendment of the Plan is adopted to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA). This
amendment is intended as good faith compliance with the requirements of EGTRRA
and is to be construed in accordance with EGTRRA and guidance issued thereunder.
Except as otherwise provided, this amendment shall be effective as of the first
day of the first Plan Year beginning after December 31, 2001. This amendment
shall continue to apply to the Plan, including the Plan as later amended, until
such provisions are integrated into the Plan or the good faith compliance EGTRRA
amendment provisions are specifically amended.

This amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment.

WILMINGTON TRUST THRIFT SAVINGS PLAN

The Plan named above gives the Employer the right to amend it at any time.
According to that right, the Plan is amended as follows:

INCREASE IN COMPENSATION LIMIT

For Plan Years beginning on and after January 1, 2002, the annual Compensation
of each Participant taken into account for determining all benefits provided
under the Plan for any determination period shall not exceed $200,000, as
adjusted for increases in the cost-of-living in accordance with Code Section 401
(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies
to any determination period beginning in such calendar year.

If Compensation for any prior determination period is taken into account in
determining a Participant's contributions or benefits for the current Plan Year,
the Compensation for such prior determination period is subject to the
applicable annual compensation limit in effect for that determination period.
For this purpose, in determining contributions or benefits in Plan Years
beginning on or after January 1, 2002, the annual Compensation limit in effect
for determination periods beginning before that date is $200,000.

LIMITATIONS ON CONTRIBUTIONS

Effective date. This section shall be effective for Limitation Years beginning
after December 31,2001.

Maximum Annual Addition. Except to the extent permitted in the Catch-up
Contributions section of this amendment that provides for catch-up contributions
under EGTRRA section 631 and Code Section 414(v), if applicable, the Annual
Addition that may be contributed or allocated to a Participant's Account under
the Plan for any Limitation Year shall not exceed the lesser of:

a) $40,000, as adjusted for increases in the cost-of-living under Code Section
415(d), or

b) 100 percent of the Participant's Compensation, for the Limitation Year.

Subtype 101006 EGTRRA 1                1                               (4-47951)

<PAGE>

The compensation limitation referred to in (b) shall not apply to any
contribution for medical benefits after separation from service (within the
meaning of Code Section 401 (h) or 419A(f)(2)) which is otherwise treated as an
Annual Addition.

ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION

No Participant shall be permitted to have Elective Deferral Contributions, as
defined in the EXCESS AMOUNTS Section, made under this Plan, or any other
qualified plan maintained by the Employer, during any taxable year in excess of
the dollar limitation contained in Code Section 402(g) in effect for such
taxable year, except to the extent permitted in the Catch-up Contributions
section of this amendment that provides for catch-up contributions under EGTRRA
section 631 and Code Section 414(v), if applicable.

CATCH-UP CONTRIBUTIONS

Effective Date. This section shall apply to Contributions received after
December 31, 2001

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

DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

Effective date. This section shall apply to distributions made after December
31, 2001. The provisions of the second modification of this section shall not
apply if the Plan does not provide for hardship distributions. The provisions of
the third modification of this section shall not apply if the Plan does not have
after-tax employee contributions.

Modification of definition of Eligible Retirement Plan. For purposes of the
DIRECT ROLLOVER Section, an Eligible Retirement Plan shall also mean an annuity
contract described in Code Section 403(b) and an eligible plan under Code
Section 457(b) which is maintained by a state, political subdivision of a state,
or any agency or instrumentality of a state or political subdivision of a state
and which agrees to separately account for amounts transferred into such plan
from this Plan. The definition of Eligible Retirement Plan shall also apply in
the case of a distribution to a surviving spouse, or to a spouse or former
spouse who is the alternate payee under a qualified domestic relations order, as
defined in Code Section 414(p).

Modification of definition of Eligible Rollover Distribution to exclude hardship
distributions. For purposes of the DIRECT ROLLOVER Section, any amount that is
distributed on account of hardship shall not be an Eligible Rollover
Distribution and the Distributee may not elect to have any portion of such a
distribution paid directly to an Eligible Retirement Plan.

Modification of definition of Eligible Rollover Distribution to include
after-tax employee contributions. For purposes of the DIRECT ROLLOVER Section, a
portion of a distribution shall not fail to be an Eligible Rollover Distribution
merely because the portion consists of

Subtype 101006 EGTRRA                  2                               (4-47951)

<PAGE>

after-tax employee contributions which are not includible in gross income.
However, such portion may be transferred only to an individual retirement
account or individual retirement annuity described in Code Section 408(a) or
(b), or to a qualified defined contribution plan described in Code Section 401
(a) or 403(a) that agrees to separately account for amounts so transferred,
including separately accounting for the portion of such distribution which is
includible in gross income and the portion of such distribution which is not so
includible.

ROLLOVERS FROM OTHER PLANS

The Plan will accept Participant Rollover Contributions and/or direct rollovers
of distributions made after December 31, 2001 from the types of plans specified
below beginning January 1, 2002.

Direct Rollovers

The Plan will accept a direct rollover of an Eligible Rollover Distribution
from:

a)       a qualified plan described in Code Section 401 (a) or 403(a), including
         after-tax employee contributions.

b)       an annuity contract described in Code Section 403(b), excluding
         after-tax employee contributions.

c)       an eligible plan under Code Section 457(b) which is maintained by a
         state, political subdivision of a state, or any agency or
         instrumentality of a state or political subdivision of a state.

Participant Rollover Contributions from Other Plans

The Plan will accept a Participant contribution of an Eligible Rollover
Distribution from:

a)       a qualified plan described in Code Section 401 (a) or 403(a).

b)       an annuity contract described in Code Section 403(b)

c)       an eligible plan under Code Section 457(b) which is maintained by a
         state, political subdivision of a state, or any agency or
         instrumentality of a state or political subdivision of a state.

Participant Rollover Contributions from IRAs

The Plan will accept a Participant Rollover Contribution of the portion of a
distribution from an individual retirement account or individual retirement
annuity described in Code Section 408(a) or (b) that is eligible to be rolled
over and would otherwise be includible in gross income.

REPEAL OF MULTIPLE USE TEST

The multiple use test described in Treasury Regulation section 1.401 (m)-2 and
the EXCESS AMOUNTS Section shall not apply for Plan Years beginning after
December 31,2001.

DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

Effective date. This section shall apply for distributions due to severance from
employment occurring after December 31, 2001 and distributions that are
processed after December 31 , 2001 regardless of when the severance from
employment occurred.

Subtype 101006 EGTRRA - 1              3                               (4-47951)

<PAGE>

New distributable event - Distribution Upon Severance From Employment. A
Participant's Elective Deferral Contributions, Qualified Nonelective
Contributions, if any, Qualified Matching Contributions, if any, and earnings
attributable to these Contributions shall be distributed on account of the
Participant's severance from employment. However, such a distribution shall be
subject to the other provisions of the Plan regarding distributions, other than
provisions that require a separation from service before such amounts may be
distributed.

SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

The suspension period following a hardship distribution will be decreased. A
Participant who receives a distribution of elective deferrals after December 31,
2001, on account of hardship shall be prohibited from making elective deferrals
and participant contributions under this and all other plans of the Employer for
six months after receipt of the distribution. A Participant who receives a
distribution of elective deferrals in calendar year 2001 on account of hardship
shall be prohibited from making elective deferrals and participant contributions
under this and all other plans of the Employer for six months after receipt of
the distribution or until January 1, 2002, if later.

MODIFICATION OF TOP-HEAVY RULES

Effective date. This section shall apply for purposes of determining whether the
Plan is a Top-heavy Plan for Plan Years beginning after December 31, 2001, and
whether the Plan satisfies the minimum benefits requirements of Code Section
416(c) for such years. This section amends the Top-heavy Plan Requirements
Article of the Plan.

Determination of top-heavy status.

Key Employee means any Employee or former Employee {and the Beneficiaries of
such Employee) who at any time during the determination period was:

a)       an officer of the Employer if such individual's annual Compensation is
         more than $130,000 (as adjusted under Code Section 416(i)(1) for Plan
         Years beginning after December 31, 2002),

b)       a 5-percent owner of the Employer, or

c)       a 1-percent owner of the Employer who has annual Compensation of more
         than $150,000.

The determination period is the Plan Year containing the Determination Date.

The determination of who is a Key Employee shall be made according to Code
Section 416(i)(1) and the applicable regulations and other guidance of general
applicability issued thereunder.

Determination of present values and amounts. This section shall apply for
purposes of determining the present values of accrued benefits and the amounts
of account balances of Employees as of the Determination Date.

Distributions during year ending on the Determination Date. The present values
of accrued benefits and the amounts of account balances of an Employee as of the
Determination Date shall be increased by the distributions made with respect to
the Employee under the Plan

Subtype 101006 EGTRRA 1                4                               (4-47951)

<PAGE>

and any plan aggregated with the Plan under Code Section 416(g)(2) during the
one-year period ending on the Determination Date. The preceding sentence shall
also apply to distributions under a terminated plan which, had it not been
terminated, would have been aggregated with the Plan under Code Section
416(g)(2)(A)(i). In the case of a distribution made for a reason other than
separation from service, death, or disability, this provision shall be applied
by substituting "five-year period" for "one-year period."

Employees not performing services during year ending on the Determination Date.
The accrued benefits and accounts of any individual who has not performed
services for the Employer during the one-year period ending on the Determination
Date shall not be taken into account.

Minimum benefits.

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

Contributions under other plans. The Employer may provide in the Plan that the
minimum benefit requirement shall be met in another plan (including another plan
that consists solely of a cash or deferred arrangement which meets the
requirements of Code Section 401(k)(12) and matching contributions with
respect to which the requirements of Code Section 401(m)(11) are met).

PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES

Effective for plan loans made after December 31, 2001, plan provisions
prohibiting loans to any shareholder-employee or Owner-employee shall cease to
apply.

This amendment is made an integral part of the aforesaid Plan and is controlling
over the terms of said Plan with respect to the particular items addressed
expressly therein. All other provisions of the Plan remain unchanged and
controlling.

Unless otherwise stated on any page of this amendment, eligibility for benefits
and the amount of any benefits payable to or on behalf of an individual who is
an Inactive Participant on the effective date(s) stated above, shall be
determined according to the provisions of the aforesaid Plan as in effect on the
day before he became an Inactive Participant.

Subtype 101006 EGTRRA - 1              5                               (4-47951)

<PAGE>

Signing this amendment, the Employer, as plan sponsor, has made the decision to
adopt this plan amendment. The Employer is acting in reliance on its own
discretion and on the legal and tax advice of its own advisors, and not that of
any member of the Principal Financial Group or any representative of a member
company of the Principal Financial Group.

Signed this 30th day of December, 2003.

                                        For the Employer

                                        By /s/ Michael A. DiGregorio
                                           ---------------------------------
                                            S.V.P.
                                           ---------------------------------
                                               Title

Subtype 101006 EGTRRA - 1              6                               (4-47951)

<PAGE>

Your plan is an important legal document. This sample plan has been prepared
based on our understanding of the desired provisions. It may not fit your
situation. You should consult with your lawyer on the plan's legal and tax
implications. Neither Principal Life Insurance Company nor its agents can be
responsible for the legal or tax aspects of the plan nor its appropriateness for
your situation. If you wish to change the provisions of this sample plan, you
may ask us to prepare new sample wording for you and your lawyer to review.

<PAGE>

                                WILMINGTON TRUST
                              THRIFT SAVINGS PLAN

Defined Contribution Plan 8.0

Restated January 1, 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                     <C>
INTRODUCTION

ARTICLE                 FORMAT AND DEFINITIONS

   Section  1.01   ...  Format
   Section  1.02   ...  Definitions

ARTICLE II              PARTICIPATION

   Section  2.01   ...  Active Participant
   Section  2.02   ...  Inactive Participant
   Section  2.03   ...  Cessation of Participation
   Section  2.04   ...  Adopting Employers - Single Plan

ARTICLE III             CONTRIBUTIONS

   Section  3.01   ...  Employer Contributions
   Section  3.01 A ...  Voluntary Contributions by Participants
   Section  3.01 B ...  Rollover Contributions
   Section  3.02   ...  Forfeitures
   Section  3.03   ...  Allocation
   Section  3.04   ...  Contribution Limitation
   Section  3.05   ...  Excess Amounts
   Section  3.06   ...  Prohibited Allocations of Qualifying Employer Securities

ARTICLE IV              INVESTMENT OF CONTRIBUTIONS

   Section  4.01   ...  Investment and Timing of Contributions
   Section  4.01 A ...  Investment in Qualifying Employer Securities

ARTICLE V               BENEFITS

   Section  5.01   ...  Retirement Benefits
   Section  5.02   ...  Death Benefits
   Section  5.03   ...  Vested Benefits
   Section  5.04   ...  When Benefits Start
   Section  5.05   ...  Withdrawal Benefits
   Section  5.06   ...  Loans to Participants
   Section  5.07   ...  Distributions Under Qualified Domestic Relations Orders
</TABLE>

RESTATEMENT JANUARY 1, 2004            3             TABLE OF CONTENTS (4-47951)

<PAGE>

<TABLE>
<S>                       <C>
ARTICLE VI                DISTRIBUTION OF BENEFITS

   Section   6.01   ...   Automatic Forms of Distribution
   Section   6.02   ...   Optional Forms of Distribution
   Section   6.03   ...   Election Procedures
   Section   6.04   ...   Notice Requirements
   Section   6.05   ...   Form of Distribution from ESOP Contribution Account
   Section   6.06   ...   Put Option

ARTICLE VII               DISTRIBUTION REQUIREMENTS

   Section   7.01   ...   Application
   Section   7.02   ...   Definitions
   Section   7.03   ...   Distribution Requirements

ARTICLE VIII              TERMINATION OF THE PLAN

ARTICLE IX                ADMINISTRATION OF THE PLAN

   Section   9.01   ...   Administration
   Section   9.02   ...   Expenses
   Section   9.03   ...   Records
   Section   9.04   ...   Information Available
   Section   9.05   ...   Claim and Appeal Procedures
   Section   9.06   ...   Delegation of Authority
   Section   9.07   ...   Exercise of Discretionary Authority
   Section   9.08   ...   Transaction Processing
   Section   9.09   ...   Voting and Tender of Qualifying Employer Securities

ARTICLE X                 GENERAL PROVISIONS

   Section   10.01   ...  Amendments
   Section   10.02   ...  Direct Rollovers
   Section   10.03   ...  Mergers and Direct Transfers
   Section   10.04   ...  Provisions Relating to the Insurer and Other Parties
   Section   10.05   ...  Employment Status
   Section   10.06   ...  Rights to Plan Assets
   Section   10.07   ...  Beneficiary
   Section   10.08   ...  Nonalienation of Benefits
   Section   10.09   ...  Construction
   Section   10.10   ...  Legal Actions
   Section   10.11   ...  Small Amounts
   Section   10.12   ...  Word Usage
   Section   10.13   ...  Change in Service Method
   Section   10.14   ...  Military Service
</TABLE>

RESTATEMENT JANUARY 1, 2004            4             TABLE OF CONTENTS (4-47951)

<PAGE>

<TABLE>
<S>                     <C>
ARTICLE XI              TOP-HEAVY PLAN REQUIREMENTS

   Section 11.01   ...  Application
   Section 11.02   ...  Definitions
   Section 11.03   ...  Modification of Vesting Requirements
   Section 11.04   ...  Modification of Contributions
</TABLE>

PLAN EXECUTION

RESTATEMENT JANUARY 1, 2004            5             TABLE OF CONTENTS (4-47951)

<PAGE>

                                  INTRODUCTION

         The Primary Employer previously established a savings plan on January
1, 1985

         The Primary Employer is of the opinion that the plan should be changed.
It believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions. The restatement, effective
January 1, 2004, is set forth in this document and is substituted in lieu of the
prior document.

         The restated plan continues to be for the exclusive benefit of
employees of the Employer. All persons covered under the plan on December 31 ,
2003, shall continue to be covered under the restated plan with no loss of
benefits.

         It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code; except that, the portion of the Plan that consists of
the Qualifying Employer Securities Fund and ESOP Subaccounts is designed to
qualify as a stock bonus plan and employee stock ownership plan under Code
Section 4975(e)(7).

RESTATEMENT JANUARY 1, 2004            6                  INTRODUCTION (4-47951)

<PAGE>

                                     ARTICLE

                             FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

         Words and phrases defined in the DEFINITIONS SECTION of Article shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

         These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

         Account means, for a Participant, his share of the Plan Fund. Separate
         accounting records are kept for those parts of his Account that result
         from:

         (a)      Voluntary Contributions

         (b)      Elective Deferral Contributions

         (c)      Matching Contributions (other than cash dividends paid on
                  Qualifying Employer Securities and initially reinvested in
                  Qualifying Employer Securities at the election of the
                  Participant)

         (d)      ESOP Contributions (other than cash dividends paid on
                  Qualifying Employer Securities and initially reinvested in
                  Qualifying Employer Securities at the election of the
                  Participant)

         (e)      Cash dividends paid on shares of Qualifying Employer
                  Securities credited to the account maintained to reflect
                  Matching and ESOP Contributions (with a separate dividend
                  source account for each such type of Contribution) that are
                  initially reinvested in Qualifying Employer Securities at the
                  election of the Participant

         (f)      Rollover Contributions

         If the Participant's Vesting Percentage is less than 100% as to any of
         the Employer Contributions, a separate accounting record will be kept
         for any part of his Account resulting from such Employer Contributions
         and, if there has been a prior Forfeiture Date, from such Contributions
         made before a prior Forfeiture Date.

         A Participant's Account shall be reduced by any distribution of his
         Vested Account and by any Forfeitures. A Participant's Account shall
         participate in the earnings credited, expenses charged, and any
         appreciation or depreciation of the Investment Fund. His Account is
         subject to any minimum guarantees applicable under the Annuity Contract
         or other investment arrangement and to any expenses associated
         therewith.

         An ESOP Subaccount shall be maintained for each of the separate
         recordkeeping accounts specified above to reflect the portion thereof
         that is invested in the Qualifying Employer Securities Fund, and a
         Non-ESOP Subaccount will be maintained to reflect the portion thereof
         that is otherwise invested within

RESTATEMENT JANUARY 1, 2004            7                       ARTICLE (4-47951)

<PAGE>

         the Plan Fund. The ESOP Subaccounts are for bookkeeping purposes only
         and the maintenance of ESOP Subaccounts will not, by itself, require
         any segregation of assets within the Qualifying Employer Securities
         Fund or the Trust Fund.

         Accounts and Subaccounts in addition to those specified above may also
         be maintained if considered appropriate in the administration of the
         Plan.

         ACP TEST means the nondiscrimination test described in Code Section
         401(m)(2) as provided for in subparagraph (d) of the EXCESS AMOUNTS
         SECTION of Article III.

         Active Participant means an Eligible Employee who is actively
         participating in the Plan according to the provisions in the ACTIVE
         PARTICIPANT SECTION of Article II.

         Adopting Employer means an employer which is a Controlled Group member
         and which is listed in the ADOPTING EMPLOYERS - SINGLE PLAN SECTION of
         Article II.

         ADP Test means the nondiscrimination test described in Code Section
         401(k)(3) as provided for in subparagraph (c) of the EXCESS AMOUNTS
         SECTION of Article III.

         Affiliated Service Group means any group of corporations, partnerships
         or other organizations of which the Employer is a part and which is
         affiliated within the meaning of Code Section 414(m) and regulations
         thereunder. Such a group includes at least two organizations one of
         which is either a service organization (that is, an organization the
         principal business of which is performing services), or an organization
         the principal business of which is performing management functions on a
         regular and continuing basis. Such service is of a type historically
         performed by employees. In the case of a management organization, the
         Affiliated Service Group shall include organizations related, within
         the meaning of Code Section 144(a)(3), to either the management
         organization or the organization for which it performs management
         functions. The term Controlled Group, as it is used in this Plan, shall
         include the term Affiliated Service Group.

         Alternate Payee means any spouse, former spouse, child, or other
         dependent of a Participant who is recognized by a qualified domestic
         relations order as having a right to receive all, or a portion of, the
         benefits payable under the Plan with respect to such Participant.

         Annual Compensation means, for a Plan Year, the Employee's Compensation
         for the Compensation Year ending with or within the consecutive
         12-month period ending on the last day of the Plan Year.

         Annual Compensation shall only include Compensation received while an
         Active Participant.

         Annuity Contract means the annuity contract or contracts into which the
         Trustee enters with the Insurer for guaranteed benefits, for the
         investment of Contributions in separate accounts, and for the payment
         of benefits under this Plan. The term Annuity Contract as it is used in
         this Plan shall include the plural unless the context clearly indicates
         the singular is meant.

         Annuity Starting Date means, for a Participant, the first day of the
         first period for which an amount is payable as an annuity or any other
         form.

RESTATEMENT JANUARY 1, 2004            8                       ARTICLE (4-47951)

<PAGE>

Beneficiary means the person or persons named by a Participant to receive any
benefits under the Plan when the Participant dies. See the BENEFICIARY SECTION
of Article X.

Claimant means any person who makes a claim for benefits under this Plan. See
the CLAIM AND APPEAL PROCEDURES SECTION of Article IX.

Code means the Internal Revenue Code of 1986, as amended.

Compensation means, except for purposes of the CONTRIBUTION LIMITATION SECTION
of Article III and Article XI, the total earnings, except as modified in this
definition, paid or made available to an Employee by the Employer during any
specified period.

"Earnings" in this definition means wages within the meaning of Code Section
3401 (a) for the purposes of income tax withholding at the source but determined
without regard to any rules that limit the remuneration included in wages based
on the nature or location of the employment or the services performed (such as
the exception for agricultural labor in Code Section 3401(a)(2)).

For any Self-employed Individual, Compensation means Earned Income.

Compensation shall exclude reimbursements or other expense allowances, fringe
benefits (cash and noncash), moving expenses, deferred compensation (other than
elective contributions), and welfare benefits.

For purposes of determining the allocation or amount of

         Elective Deferral Contributions
         Matching Contributions

Compensation shall exclude the following

         Imputed compensation

Compensation shall also include elective contributions. For this purpose,
elective contributions are amounts contributed by the Employer pursuant to a
salary reduction agreement and which are not includible in the gross income of
the Employee under Code Section 125, 402(e)(3), 402(h)(1)(B), or 403(b).
Elective contributions also include compensation deferred under a Code Section
457 plan maintained by the Employer and employee contributions "picked up" by a
governmental entity and, pursuant to Code Section 414(h)(2), treated as Employer
contributions. For years beginning after December 31, 1997, elective
contributions shall also include amounts contributed by the Employer pursuant to
a salary reduction agreement and which are not includible in the gross income of
the Employee under Code Section 132(f)(4).

For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer may
elect to use an alternative nondiscriminatory definition of Compensation in
accordance with the regulations under Code Section 414(s).

For Plan Years beginning on or after January 1, 1994, the annual Compensation of
each Participant taken into account for determining all benefits provided under
the Plan for any determination period shall

RESTATEMENT JANUARY 1, 2004            9                       ARTICLE (4-47951)

<PAGE>

         not exceed $150,000, as adjusted for increases in the cost-of-living in
         accordance with Code Section 401(a)(17)(B). The cost-of-living
         adjustment in effect for a calendar year applies to any determination
         period beginning in such calendar year.

         If a determination period consists of fewer than 12 months, the annual
         limit is an amount equal to the otherwise applicable annual limit
         multiplied by a fraction. The numerator of the fraction is the number
         of months in the short determination period, and the denominator of the
         fraction is 12.

         If Compensation for any prior determination period is taken into
         account in determining a Participant's contributions or benefits for
         the current Plan Year, the Compensation for such prior determination
         period is subject to the applicable annual compensation limit in effect
         for that determination period. For this purpose, in determining
         contributions or benefits in Plan Years beginning on or after January
         1, 1994, the annual compensation limit in effect for determination
         periods beginning before that date is $150,000.

         Compensation means, for a Leased Employee, Compensation for the
         services the Leased Employee performs for the Employer, determined in
         the same manner as the Compensation of Employees who are not Leased
         Employees, regardless of whether such Compensation is received directly
         from the Employer or from the leasing organization.

         Compensation YEAR means the consecutive 12-month period ending on the
         last day of each Plan Year, including corresponding periods before
         January 1, 1985.

         Contingent ANNUITANT means an individual named by the Participant to
         receive a lifetime benefit after the Participant's death in accordance
         with a survivorship life annuity.

         Contributions means

                  Elective Deferral Contributions
                  Matching Contributions
                  Voluntary Contributions
                  Rollover Contributions
                  ESOP Contributions

         as set out in Article III, unless the context clearly indicates only
         specific contributions are meant.

         Controlled Group means any group of corporations, trades, or businesses
         of which the Employer is a part that are under common control. A
         Controlled Group includes any group of corporations, trades, or
         businesses, whether or not incorporated, which is either a
         parent-subsidiary group, a brother-sister group, or a combined group
         within the meaning of Code Section 414(b), Code Section 414(c) and
         regulations thereunder and, for purposes of determining contribution
         limitations under the CONTRIBUTION LIMITATION SECTION of Article III,
         as modified by Code Section 415(h) and, for the purpose of identifying
         Leased Employees, as modified by Code Section 144(a)(3). The term
         Controlled Group, as it is used in this Plan, shall include the term
         Affiliated Service Group and any other employer required to be
         aggregated with the Employer under Code Section 414(o) and the
         regulations thereunder.

         Direct Rollover means a payment by the Plan to the Eligible Retirement
         Plan specified by the Distributee.

RESTATEMENT JANUARY 1, 2004           10                       ARTICLE (4-47951)

<PAGE>

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

         Early Retirement Age means a Participant's age on the date he meets the
         following requirement(s):

         (a)      He has attained age 55

         (b)      He has completed 5 years of Vesting Service.

         Early Retirement Date means the first day of any month before a
         Participant's Normal Retirement Date which the Participant selects for
         the start of his retirement benefits. This day may be on or after the
         date on which he ceases to be an Employee and reaches Early Retirement
         Age. If a Participant ceases to be an Employee before satisfying any
         age requirement for Early Retirement Age, but after satisfying any
         other requirements, the Participant shall be entitled to elect an early
         retirement benefit upon satisfying such age requirement.

         Earned Income means, for a Self-employed Individual, net earnings from
         self-employment in the trade or business for which this Plan is
         established if such Self-employed Individual's personal services are a
         material income producing factor for that trade or business. Net
         earnings shall be determined without regard to items not included in
         gross income and the deductions properly allocable to or chargeable
         against such items. Net earnings shall be reduced for the employer
         contributions to the Employer's qualified retirement plan(s) to the
         extent deductible under Code Section 404.

         Net earnings shall be determined with regard to the deduction allowed
         to the Employer by Code Section 164(f) for taxable years beginning
         after December 31, 1989.

         Elective Deferral Contributions means contributions made by the
         Employer to fund this Plan in accordance with elective deferral
         agreements between Eligible Employees and the Employer.

         Elective deferral agreements shall be made, changed, or terminated
         according to the provisions of the EMPLOYER CONTRIBUTIONS SECTION of
         Article III.

         Elective Deferral Contributions shall be 100% vested and subject to the
         distribution restrictions of Code Section 401 (k) when made. See the
         WHEN BENEFITS START SECTION of Article V.

         Eligible Employee means any Employee of the Employer who meets the
         following requirement. His employment classification with the Employer
         is the following:

                  Salaried class (paid on a salaried basis)

                  Hourly class (paid on an hourly rate basis)

                  Salary Roll Employee

                  Scheduled Wage Roll Employee

RESTATEMENT JANUARY 1, 2004                                    ARTICLE (4-47951)

<PAGE>

                  Nonbargaining class. Not represented for collective bargaining
                  purposes by any collective bargaining agreement between the
                  Employer and employee representatives, if retirement benefits
                  were the subject of good faith bargaining and if two percent
                  or less of the Employees who are covered pursuant to that
                  agreement are professionals as defined in section 1.410(b)-9
                  of the regulations. For this purpose, the term "employee
                  representatives" does not include any organization more than
                  half of whose members are Employees who are owners, officers,
                  or executives of the Employer.

                  Not a nonresident alien, within the meaning of Code Section
                  7701(b)(1)(B), who receives no earned income, within the
                  meaning of Code Section 911(d)(2), from the Employer which
                  constitutes income from sources within the United States,
                  within the meaning of Code Section 861(a)(3), or who receives
                  such earned income but it is all exempt from income tax in the
                  United States under the terms of an income tax convention.

                  Not a Leased Employee

         Eligible Retirement Plan means an individual retirement account
         described in Code Section 408(a), an individual retirement annuity
         described in Code Section 408(b), an annuity plan described in Code
         Section 403(a) or a qualified trust described in Code Section 401(a),
         that accepts the Distributee's Eligible Rollover Distribution. However,
         in the case of an Eligible Rollover Distribution to the surviving
         spouse, an Eligible Retirement Plan is an individual retirement account
         or individual retirement annuity.

         Eligible Rollover Distribution means any distribution of all or any
         portion of the balance to the credit of the Distributee, except that an
         Eligible Rollover Distribution does not include: (i) any distribution
         that is one of a series of substantially equal periodic payments (not
         less frequently than annually) made for the life (or life expectancy)
         of the Distributee or the joint lives (or joint life expectancies) of
         the Distributee and the Distributee's designated Beneficiary, or for a
         specified period of ten years or more; (ii) any distribution to the
         extent such distribution is required under Code Section 401(a)(9);
         (iii) any hardship distribution described in Code Section 401
         (k)(2)(B)(i)(IV) received after December 31, 1998; (iv) the portion of
         any other distribution(s) that is not includible in gross income
         (determined without regard to the exclusion for net unrealized
         appreciation with respect to employer securities); and (v) any other
         distribution(s) that is reasonably expected to total less than $200
         during a year.

         Employee means an individual who is employed by the Employer or any
         other employer required to be aggregated with the Employer under Code
         Sections 414(b), (c), (m), or (o). A Controlled Group member is
         required to be aggregated with the Employer.

         The term Employee shall include any Self-employed Individual treated as
         an employee of any employer described in the preceding paragraph as
         provided in Code Section 401(c)(1). The term Employee shall also
         include any Leased Employee deemed to be an employee of any employer
         described in the preceding paragraph as provided in Code Section 414(n)
         or (o).

         Employer means, except for purposes of the CONTRIBUTION LIMITATION
         SECTION of Article III, the Primary Employer. This will also include
         any successor corporation or firm of the Employer which shall, by
         written agreement, assume the obligations of this Plan or any
         Predecessor Employer which maintained this Plan.

RESTATEMENT JANUARY 1, 2004            12                      ARTICLE (4-47951)

<PAGE>

         EMPLOYER Contributions means

                  Elective Deferral Contributions
                  Matching Contributions
                  ESOP Contributions

         as set out in Article III and contributions made by the Employer to
         fund this Plan in accordance with the provisions of the MODIFICATION OF
         CONTRIBUTIONS SECTION of Article XI, unless the context clearly
         indicates only specific contributions are meant.

         Employment Commencement Date means the date an Employee first performs
         an Hour-of-Service.

         Entry Date means the date an Employee first enters the Plan as an
         Active Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

         ERISA means the Employee Retirement Income Security Act of 1974, as
         amended.

         ESOP Contributions means contributions made by the Employer or an
         Adopting Employer to repay any outstanding exempt loan. See the
         EMPLOYER CONTRIBUTIONS SECTION of Article III.

         ESOP Subaccount means that portion of an Account invested in the
         Qualifying Employer Securities Fund, with its balance expressed in
         shares of Qualifying Employer Securities. The value of an ESOP
         Subaccount as of any Valuation Date will equal the number of shares of
         Qualifying Employer Securities credited to the Subaccount multiplied by
         the value of a share of Qualifying Employer Securities on such
         Valuation Date.

         FISCAL YEAR means the Primary Employer's taxable year. The last day of
         the Fiscal Year is December 31

         Forfeiture means the part, if any, of a Participant's Account that is
         forfeited. See the FORFEITURES SECTION of Article III.

         Forfeiture Date means, as to a Participant, the last day of five
         consecutive one-year Periods of Severance.

         Highly Compensated Employee means any Employee who:

         (a)      was a 5-percent owner at any time during the year or the
                  preceding year, or

         (b)      for the preceding year had compensation from the Employer in
                  excess of $80,000 and, if the Employer so elects, was in the
                  top-paid group for the preceding year. The $80,000 amount is
                  adjusted at the same time and in the same manner as under Code
                  Section 415(d), except that the base period is the calendar
                  quarter ending September 30, 1996.

         For this purpose the applicable year of the plan for which a
         determination is being made is called a determination year and the
         preceding 12-month period is called a look-back year. If the Employer
         makes a calendar year data election, the look-back year shall be the
         calendar year beginning with or within the look-back year. The Plan may
         not use such election to determine whether Employees are Highly
         Compensated Employees on account of being a 5-percent owner.

RESTATEMENT JANUARY 1, 2004            13                      ARTICLE (4-47951)
<PAGE>

         In determining who is a Highly Compensated Employee, the Employer does
         not make a top-paid group election. In determining who is a Highly
         Compensated Employee, the Employer does not make a calendar year data
         election.

         Calendar year data elections and top-paid group elections, once made,
         apply for all subsequent years unless changed by the Employer. If the
         Employer makes one election, the Employer is not required to make the
         other. If both elections are made, the look-back year in determining
         the top-paid group must be the calendar year beginning with or within
         the look-back year. These elections must apply consistently to the
         determination years of all plans maintained by the Employer which
         reference the highly compensated employee definition in Code Section
         414(q), except as provided in Internal Revenue Service Notice 97-45 (or
         superseding guidance). The consistency requirement will not apply to
         determination years beginning with or within the 1997 calendar year,
         and for determination years beginning on or after January 1, 1998 and
         before January 1, 2000, satisfaction of the consistency requirement is
         determined without regard to any nonretirement plans of the Employer.

         The determination of who is a highly compensated former Employee is
         based on the rules applicable to determining Highly Compensated
         Employee status as in effect for that determination year, in accordance
         with section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations
         and Internal Revenue Service Notice 97-45.

         In determining whether an Employee is a Highly Compensated Employee for
         years beginning in 1997, the amendments to Code Section 414(q) stated
         above are treated as having been in effect for years beginning in 1996.

         The determination of who is a Highly Compensated Employee, including
         the determinations of the number and identity of Employees in the
         top-paid group, the compensation that is considered, and the identity
         of the 5-percent owners, shall be made in accordance with Code Section
         414(q) and the regulations thereunder.

         Hour-of-Service means, for an Employee, each hour for which he is paid,
         or entitled to payment, for performing duties for the Employer.

         Hours-of-Service shall be credited for employment with any other
         employer required to be aggregated with the Employer under Code
         Sections 414(b), (c), (m) or (o) and the regulations thereunder for
         purposes of eligibility and vesting. Hours-of-Service shall also be
         credited for any individual who is considered an employee for purposes
         of this Plan pursuant to Code Section 414(n) or Code Section 414(o) and
         the regulations thereunder.

         Inactive Participant means a former Active Participant who has an
         Account. See the INACTIVE PARTICIPANT SECTION of Article II.

         Insurer means Principal Life Insurance Company and any other insurance
         company or companies named by the Trustee or Primary Employer .

         Investment Fund means the total of Plan assets, excluding the
         guaranteed benefit policy portion of any Annuity Contract. All or a
         portion of these assets may be held under the Trust Agreement.

RESTATEMENT JANUARY 1, 2004           14                       ARTICLE (4-47951)

<PAGE>

         The Investment Fund shall be valued at current fair market value as of
         the Valuation Date. The valuation shall take into consideration
         investment earnings credited, expenses charged, payments made, and
         changes in the values of the assets held in the Investment Fund.

         The Investment Fund shall be allocated at all times to Participants,
         except as otherwise expressly provided in the Plan. The Account of a
         Participant shall be credited with its share of the gains and losses of
         the Investment Fund. That part of a Participant's Account invested in a
         funding arrangement which establishes one or more accounts or
         investment vehicles for such Participant thereunder shall be credited
         with the gain or loss from such accounts or investment vehicles. The
         part of a Participant's Account which is invested in other funding
         arrangements shall be credited with a proportionate share of the gain
         or loss of such investments. The share shall be determined by
         multiplying the gain or loss of the investment by the ratio of the part
         of the Participant's Account invested in such funding arrangement to
         the total of the Investment Fund invested in such funding arrangement.

         Investment Manager means any fiduciary (other than a trustee or Named
         Fiduciary)

         (a)      who has the power to manage, acquire, or dispose of any assets
                  of the Plan.

         (b)      who (i) is registered as an investment adviser under the
                  Investment Advisers Act of 1940; (ii) is not registered as an
                  investment adviser under such Act by reason of paragraph (1)
                  of section 203A(a) of such Act, is registered as an investment
                  adviser under the laws of the state (referred to in such
                  paragraph (1)) in which it maintains its principal office and
                  place of business, and, at the time it last filed the
                  registration form most recently filed by it with such state in
                  order to maintain its registration under the laws of such
                  state, also filed a copy of such form with the Secretary of
                  Labor, (iii) is a bank, as defined in that Act; or (iv) is an
                  insurance company qualified to perform services described in
                  subparagraph (a) above under the laws of more than one state;
                  and

         (c)      who has acknowledged in writing being a fiduciary with respect
                  to the Plan.

         Late Retirement Date means the first day of any month which is after a
         Participant's Normal Retirement Date and on which retirement benefits
         begin. If a Participant continues to work for the Employer after his
         Normal Retirement Date, his Late Retirement Date shall be the earliest
         first day of the month on or after the date he ceases to be an
         Employee. A later Retirement Date may apply if the Participant so
         elects. An earlier Retirement Date may apply if the Participant is age
         70 1/2. See the WHEN BENEFITS START SECTION of Article V.

         Leased Employee means any person (other than an employee of the
         recipient) who, pursuant to an agreement between the recipient and any
         other person ("leasing organization"), has performed services for the
         recipient (or for the recipient and related persons determined in
         accordance with Code Section 414(n)(6)) on a substantially full time
         basis for a period of at least one year, and such services are
         performed under primary direction or control by the recipient.
         Contributions or benefits provided by the leasing organization to a
         Leased Employee, which are attributable to service performed for the
         recipient employer, shall be treated as provided by the recipient
         employer.

RESTATEMENT JANUARY 1, 2004           15                       ARTICLE (4-47951)

<PAGE>

         A Leased Employee shall not be considered an employee of the recipient
         if:

         (a)      such employee is covered by a money purchase pension plan
                  providing (i) a nonintegrated employer contribution rate of at
                  least 10 percent of compensation, as defined in Code Section
                  415(c)(3), but for years beginning before January 1, 1998,
                  including amounts contributed pursuant to a salary reduction
                  agreement which are excludible from the employee's gross
                  income under Code Sections 125, 402(e)(3), 402(h)(1)(B), or
                  403(b), (ii) immediate participation, and (iii) full and
                  immediate vesting, and

         (b)      Leased Employees do not constitute more than 20 percent of the
                  recipient's nonhighly compensated work force.

         Loan Administrator means the person(s) or position(s) authorized to
         administer the Participant loan program.

         The Loan Administrator is Dawn Davis.

         Matching Contributions means contributions made by the Employer to fund
         this plan which are contingent on a Participant's Elective Deferral
         Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

         Monthly Date means each Yearly Date and the same day of each following
         month during the Plan Year beginning on such Yearly Date.

         Named Fiduciary means the person or persons who have authority to
         control and manage the operation and administration of the Plan.

         The Named Fiduciary is the Employer.

         Nonhighly Compensated Employee means an Employee of the Employer who is
         not a Highly Compensated Employee.

         Nonvested Account means the excess, if any, of a Participant's Account
         over his Vested Account.

         Normal Form means a single life annuity with installment refund.

         Normal Retirement Age means the age at which the Participant's normal
         retirement benefit becomes nonforfeitable if he is an Employee. A
         Participant's Normal Retirement Age is the older of (a) or (b) below:

         (a)      Age 65.

         (b)      His age on the date 5 years after his Employment Commencement
                  Date but not older than his age on the date 5 years after the
                  first day of the Plan Year in which his Entry Date occurred.

         Normal Retirement Date means the earliest first day of the month on or
         after the date the Participant reaches his Normal Retirement Age.
         Unless otherwise provided in this Plan, a Participant's retirement
         benefits shall begin on a Participant's Normal Retirement Date if he
         has ceased to be an Employee on

RESTATEMENT JANUARY 1, 2004           16                       ARTICLE (4-47951)

<PAGE>

         such date and has a Vested Account. An earlier Retirement Date may
         apply if the Participant is age 70 1/2. See the WHEN BENEFITS START
         SECTION of Article V.

         Owner-employee means a Self-employed Individual who, in the case of a
         sole proprietorship, owns the entire interest in the unincorporated
         trade or business for which this Plan is established. If this Plan is
         established for a partnership, an Owner-employee means a Self-employed
         Individual who owns more than 10 percent of either the capital interest
         or profits interest in such partnership.

         Parental Absence means an Employee's absence from work:

         (a)      by reason of pregnancy of the Employee,

         (b)      by reason of birth of a child of the Employee,

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

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

         Participant means either an Active Participant or an Inactive
         Participant.

         Participant Contributions means Voluntary Contributions as set out in
         Article III.

         Period of Military Duty means, for an Employee

         (a)      who served as a member of the armed forces of the United
                  States, and

         (b)      who was reemployed by the Employer at a time when the Employee
                  had a right to reemployment in accordance with seniority
                  rights as protected under Chapter 43 of Title 38 of the U. S.
                  Code,

         the period of time from the date the Employee was first absent from
         active work for the Employer because of such military duty to the date
         the Employee was reemployed.

         Period of Service means a period of time beginning on an Employee's
         Employment Commencement Date or Reemployment Commencement Date
         (whichever applies) and ending on his Severance Date.

         Period of Severance means a period of time beginning on an Employee's
         Severance Date and ending on the date he again performs an
         Hour-of-Service.

         A one-year Period of Severance means a Period of Severance of 12
         consecutive months.

         Solely for purposes of determining whether a one-year Period of
         Severance has occurred for eligibility or vesting purposes, the
         consecutive 12-month period beginning on the first anniversary of the
         first date of a Parental Absence shall not be a one-year Period of
         Severance.

         Plan means the savings plan of the Employer set forth in this document,
         including any later amendments to it.

RESTATEMENT JANUARY 1, 2004           17                       ARTICLE (4-47951)

<PAGE>

         Plan Administrator means the person or persons who administer the Plan.

         The Plan Administrator is the Employer.

         Plan Fund means the total of the Investment Fund and the guaranteed
         benefit policy portion of any Annuity Contract. The Investment Fund
         shall be valued as stated in its definition. The guaranteed benefit
         policy portion of any Annuity Contract shall be determined in
         accordance with the terms of the Annuity Contract and, to the extent
         that such Annuity Contract allocates contract values to Participants,
         allocated to Participants in accordance with its terms. The total value
         of all amounts held under the Plan Fund shall equal the value of the
         aggregate Participants' Accounts under the Plan.

         Plan Year means a period beginning on a Yearly Date and ending on the
         day before the next Yearly Date.

         Predecessor Employer means a firm of which the Employer was once a part
         (e.g., due to a spinoff or change of corporate status) or a firm
         absorbed by the Employer because of a merger or acquisition (stock or
         asset, including a division or an operation of such company) which
         maintained this Plan or which is named below:

                  Balentine & Company

         Primary Employer means Wilmington Trust Company.

         Qualified Joint and Survivor Annuity means, for a Participant who has a
         spouse, an immediate survivorship life annuity with installment refund,
         where the survivorship percentage is 50% and the Contingent Annuitant
         is the Participant's spouse. A former spouse will be treated as the
         spouse to the extent provided under a qualified domestic relations
         order as described in Code Section 414(p).

         The amount of benefit payable under the Qualified Joint and Survivor
         Annuity shall be the amount of benefit which may be provided by the
         Participant's Vested Account.

         Qualified Preretirement Survivor Annuity means a single life annuity
         with installment refund payable to the surviving spouse of a
         Participant who dies before his Annuity Starting Date. A former spouse
         will be treated as the surviving spouse to the extent provided under a
         qualified domestic relations order as described in Code Section 414(p).

         Qualifying Employer Securities means any security which is issued by
         the Employer or any Controlled Group member and which meets the
         requirements of Code Section 409(I) and ERISA Section 407(d)(5). This
         shall also include any securities that satisfied the requirements of
         the definition when these securities were assigned to the Plan.

         Qualifying Employer Securities Fund means that part of the assets of
         the Trust Fund that are designated to be held primarily or exclusively
         in Qualifying Employer Securities for the purpose of providing benefits
         for Participants.

         Quarterly Date means each Yearly Date and the third, sixth, and ninth
         Monthly Date after each Yearly Date which is within the same Plan Year.

RESTATEMENT JANUARY 1, 2004           18                       ARTICLE (4-47951)

<PAGE>

         Reemployment Commencement Date means the date an Employee first
         performs an Hour-of-Service following a Period of Severance.

         Reentry Date means the date a former Active Participant reenters the
         Plan. See the ACTIVE PARTICIPANT SECTION of Article II.

         Retirement Date means the date a retirement benefit will begin and is a
         Participant's Early, Normal, or Late Retirement Date, as the case may
         be.

         Rollover Contributions means the Rollover Contributions which are made
         by an Eligible Employee or an Inactive Participant according to the
         provisions of the ROLLOVER CONTRIBUTIONS SECTION of Article III.

         Self-employed Individual means, with respect to any Fiscal Year, an
         individual who has Earned Income for the Fiscal Year (or who would have
         Earned Income but for the fact the trade or business for which this
         Plan is established did not have net profits for such Fiscal Year).

         Severance Date means the earlier of:

         (a)      the date on which an Employee quits, retires, dies, or is
                  discharged, or

         (b)      the first anniversary of the date an Employee begins a
                  one-year absence from service (with or without pay). This
                  absence may be the result of any combination of vacation,
                  holiday, sickness, disability, leave of absence or layoff.

         Solely to determine whether a one-year Period of Severance has occurred
         for eligibility or vesting purposes for an Employee who is absent from
         service beyond the first anniversary of the first day of a Parental
         Absence, Severance Date is the second anniversary of the first day of
         the Parental Absence. The period between the first and second
         anniversaries of the first day of the Parental Absence is not a Period
         of Service and is not a Period of Severance.

         Totally and Permanently Disabled means that a Participant is disabled,
         as a result of sickness or injury, to the extent that he is prevented
         from engaging in any substantial gainful activity, and is eligible for
         and receives a disability benefit under Title II of the Federal Social
         Security Act.

         Trust Agreement means an agreement or agreements of trust between the
         Primary Employer and Trustee established for the purpose of holding and
         distributing the Trust Fund under the provisions of the Plan. The Trust
         Agreement may provide for the investment of all or any portion of the
         Trust Fund in the Annuity Contract or any other investment arrangement.

         Trust Fund means the total funds held under an applicable Trust
         Agreement. The term Trust Fund when used within a Trust Agreement shall
         mean only the funds held under that Trust Agreement.

         Trustee means the party or parties named in the applicable Trust
         Agreement. The term Trustee as it is used in this Plan is deemed to
         include the plural unless the context clearly indicates the singular is
         meant.

RESTATEMENT JANUARY 1, 2004           19                       ARTICLE (4-47951)

<PAGE>

         Valuation Date means the date on which the value of the assets of the
         Investment Fund is determined. The value of each Account which is
         maintained under this Plan shall be determined on the Valuation Date.
         In each Plan Year, the Valuation Date shall be the last day of the Plan
         Year. At the discretion of the Plan Administrator, Trustee, or Insurer
         (whichever applies), assets of the Investment Fund may be valued more
         frequently. These dates shall also be Valuation Dates.

         Vested Account means the vested part of a Participant's Account. The
         Participant's Vested Account is determined as follows.

         If the Participant's Vesting Percentage is 100%, his Vested Account
         equals his Account.

         If the Participant's Vesting Percentage is less than 100%, his Vested
         Account equals the sum of (a), (b), and (c) below:

         (a)      The part of the Participant's Account that results from
                  Employer Contributions made before a prior Forfeiture Date and
                  all other Contributions which were 100% vested when made.

         (b)      The part of the Participant's Account that results from cash
                  dividends paid on shares of Employer Stock credited to the
                  source account for Matching Contributions or ESOP
                  Contributions that are initially reinvested in Qualifying
                  Employer Securities at the election of the Participant.

         (c)      The balance of the Participant's Account in excess of the sum
                  of (a) and (b) above multiplied by his Vesting Percentage.

         If the Participant has withdrawn any part of his Account resulting from
         Employer Contributions, other than the vested Employer Contributions
         included in (a) above, the amount determined under this subparagraph
         (c) shall be equal to P(AB + D) -D as defined below:

         p        The Participant's Vesting Percentage.

         AB       The balance of the Participant's Account in excess of the sum
                  of (a) and (b) above.

         D        The amount of the withdrawal resulting from Employer
                  Contributions, other than the vested Employer Contributions
                  included in (a) above.

         The Participant's Vested Account is nonforfeitable

         Vesting Percentage means the percentage used to determine the
         nonforfeitable portion of a Participant's Account attributable to
         Employer Contributions which were not 100% vested when made.

RESTATEMENT JANUARY 1, 2004           20                       ARTICLE (4-47951)

<PAGE>

         A Participant's Vesting Percentage is shown in the following schedule
         opposite the number of whole years of his Vesting Service.

<TABLE>
<CAPTION>
VESTING SERVICE       VESTING
 (whole years)       PERCENTAGE
<S>                  <C>
Less than  1              0
     1                   20
     2                   40
     3                   60
     4                   80
 5 or more              100
</TABLE>

         The Vesting Percentage for a Participant who is an Employee on or after
         the date he reaches Normal Retirement Age or Early Retirement Age shall
         be 100%. The Vesting Percentage for a Participant who is an Employee on
         the date he becomes Totally and Permanently Disabled or dies shall be
         100%.

         If the schedule used to determine a Participant's Vesting Percentage is
         changed, the new schedule shall not apply to a Participant unless he is
         credited with an Hour-of-Service on or after the date of the change and
         the Participant's nonforfeitable percentage on the day before the date
         of the change is not reduced under this Plan. The amendment provisions
         of the AMENDMENTS SECTION of Article X regarding changes in the
         computation of the Vesting Percentage shall apply.

         Vesting Service means an Employee's Period of Service. An Employee's
         Period of Service shall be measured from his Employment Commencement
         Date to his most recent Severance Date. This Period of Service shall be
         reduced by any Period of Severance that occurred prior to his most
         recent Severance Date, unless such Period of Severance is included
         under the service spanning rule below. This Period of Service shall be
         expressed as years and fractional parts of a year (to four decimal
         places) on the basis that 365 days equal one year .

         However, Vesting Service is modified as follows:

         Service with a Predecessor Employer which did not maintain this Plan
         included:

                  An Employee's service with a Predecessor Employer which did
                  not maintain this Plan shall be included as service with the
                  Employer. This service excludes service performed while a
                  proprietor or partner .

         Period of Military Duty included:

                  A Period of Military Duty shall be included as service with
                  the Employer to the extent it has not already been credited.

RESTATEMENT JANUARY 1, 2004           21                       ARTICLE (4-47951)

<PAGE>

         Period of Severance included (service spanning rule):

                  A Period of Severance shall be deemed to be a Period of
                  Service under either of the following conditions:

                  (a)      the Period of Severance immediately follows a period
                           during which an Employee is not absent from work and
                           ends within 12 months; or

                  (b)      the Period of Severance immediately follows a period
                           during which an Employee is absent from work for any
                           reason other than quitting, being discharged, or
                           retiring (such as a leave of absence or layoff) and
                           ends within 12 months of the date he was first
                           absent.

         Controlled Group service included:

                  An Employee's service with a member firm of a Controlled Group
                  while both that firm and the Employer were members of the
                  Controlled Group shall be included as service with the
                  Employer.

         VOLUNTARY CONTRIBUTIONS means contributions by a Participant that are
         not required as a condition of employment, of participation, or for
         obtaining additional benefits from the Employer Contributions. See the
         VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS SECTION of Article III.

         YEARLY DATE means January 1, 1985, and the same day of each following
         year.

         YEARS OF SERVICE means an Employee's Vesting Service disregarding any
         modifications which exclude service.

RESTATEMENT JANUARY 1, 2004           22                       ARTICLE (4-47951)

<PAGE>

                                   ARTICLE II

                                  PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

         (a)      An Employee shall first become an Active Participant (begin
                  active participation in the Plan) on the earliest Quarterly
                  Date on which he is an Eligible Employee. This date is his
                  Entry Date.

                  Each Employee who was an Active Participant under the Plan on
                  December 31, 2003, shall continue to be an Active Participant
                  if he is still an Eligible Employee on January 1, 2004, and
                  his Entry Date shall not change.

                  If a person has been an Eligible Employee who has met all of
                  the eligibility requirements above, but is not an Eligible
                  Employee on the date which would have been his Entry Date, he
                  shall become an Active Participant on the date he again
                  becomes an Eligible Employee. This date is his Entry Date.

                  In the event an Employee who is not an Eligible Employee
                  becomes an Eligible Employee, such Eligible Employee shall
                  become an Active Participant immediately if such Eligible
                  Employee has satisfied the eligibility requirements above and
                  would have otherwise previously become an Active Participant
                  had he met the definition of Eligible Employee. This date is
                  his Entry Date.

         (b)      An Inactive Participant shall again become an Active
                  Participant (resume active participation in the Plan) on the
                  date he again performs an Hour-of-Service as an Eligible
                  Employee. This date is his Reentry Date.

                  Upon again becoming an Active Participant, he shall cease to
                  be an Inactive Participant.

         (c)      A former Participant shall again become an Active Participant
                  (resume active participation in the Plan) on the date he again
                  performs an Hour-of-Service as an Eligible Employee. This date
                  is his Reentry Date.

         There shall be no duplication of benefits for a Participant under this
Plan because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

         An Active Participant shall become an Inactive Participant (stop
accruing benefits under the Plan) on the earlier of the following:

         (a)      the date the Participant ceases to be an Eligible Employee, or

         (b)      the effective date of complete termination of the Plan under
                  Article VIII.

         An Employee or former Employee who was an Inactive Participant under
the Plan on December 31, 2003, shall continue to be an Inactive Participant on
January 1, 2004. Eligibility for any benefits payable to

RESTATEMENT JANUARY 1, 2004           23                    ARTICLE II (4-47951)

<PAGE>

the Participant or on his behalf and the amount of the benefits shall be
determined according to the provisions of the prior document, unless otherwise
stated in this document.

SECTION 2.03--CESSATION OF PARTICIPATION.

         A Participant shall cease to be a Participant on the date he is no
longer an Eligible Employee and his Account is zero.

SECTION 2.04--ADOPTING EMPLOYERS-SINGLE PLAN.

         Each of the Controlled Group members listed below is an Adopting
Employer. Each Adopting Employer listed below participates with the Employer in
this Plan. An Adopting Employer's agreement to participate in this Plan shall be
in writing.

         The Employer has the right to amend the Plan. An Adopting Employer does
not have the right to amend the Plan.

         If the Adopting Employer did not maintain its plan before its date of
adoption specified below, its date of adoption shall be the Entry Date for any
of its Employees who have met the requirements in the ACTIVE PARTICIPANT SECTION
of Article II as of that date. Service with and Compensation from an Adopting
Employer shall be included as service with and Compensation from the Employer.
Transfer of employment, without interruption, between an Adopting Employer and
another Adopting Employer or the Employer shall not be considered an
interruption of service. The Employer's Fiscal Year defined in the DEFINITIONS
SECTION of Article I shall be the Fiscal Year used in interpreting this Plan for
Adopting Employers.

         Contributions made by an Adopting Employer shall be treated as
Contributions made by the Employer. Forfeitures arising from those Contributions
shall be used for the benefit of all Participants.

         An employer shall not be an Adopting Employer if it ceases to be a
Controlled Group member. Such an employer may continue a retirement plan for its
Employees in the form of a separate document. This Plan shall be amended to
delete a former Adopting Employer from the list below.

         If (i) an employer ceases to be an Adopting Employer or the Plan is
amended to delete an Adopting Employer and (ii) the Adopting Employer does not
continue a retirement plan for the benefit of its Employees, partial termination
may result and the provisions of Article VIII shall apply.

                               ADOPTING EMPLOYERS

<TABLE>
<CAPTION>
NAME                                                            DATE OF ADOPTION
<S>                                                             <C>
100 West 10th Street                                             January 1, 1985

Brandywine Insurance Agency, Inc.                                January 1, 1985

Rodney Square Management                                         January 1, 1985

Wilmington Brokerage Services Company                            January 1, 1985
</TABLE>

RESTATEMENT JANUARY 1, 2004           24                    ARTICLE II (4-47951)

<PAGE>

Delaware Corporate Management                              January 18, 1990

WTC Corporate Services, Inc.                               September 2, 1993

Wilmington Trust of Pennsylvania                           January 1994

Wilmington Trust FSB                                       July 22, 1994

Organization Services, Inc.                                January 1, 1999

Nevada Corporate Management, Inc.                          February 3, 1999

RESTATEMENT JANUARY 1, 2004           25                    ARTICLE II (4-47951)

<PAGE>

                                   ARTICLE III

                                  CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS

         Employer Contributions shall be made without regard to current or
accumulated net income, earnings or profits of the Employer. Notwithstanding the
foregoing, the Plan shall continue to be designed to qualify as a profit sharing
plan for purposes of Code Sections 401(a), 402, 412, and 417; except that, the
portion of the Plan that consists of the Qualifying Employer Securities Fund and
ESOP Subaccounts is designed to qualify as a stock bonus plan and employee stock
ownership plan under Code Section 4975(e)(7). Such Contributions shall be equal
to the Employer Contributions as described below:

         (a)      The amount of each Elective Deferral Contribution for a
                  Participant shall be equal to a portion of Compensation as
                  specified in the elective deferral agreement. An Employee who
                  is eligible to participate in the Plan may file an elective
                  deferral agreement with the Employer. The Participant shall
                  modify or terminate the elective deferral agreement by filing
                  a new elective deferral agreement. The elective deferral
                  agreement may not be made retroactively and shall remain in
                  effect until modified or terminated.

                  The elective deferral agreement to start or modify Elective
                  Deferral Contributions shall be effective on the first day
                  that pay is paid or made available following the date on which
                  the Participant's Entry Date (Reentry Date, if applicable) or
                  any following Quarterly Date occurs. The elective deferral
                  agreement must be entered into on or before the date it is
                  effective.

                  The elective deferral agreement to stop Elective Deferral
                  Contributions may be entered into on any date. Such elective
                  deferral agreement shall be effective on the first day that
                  pay is paid or made available after the elective deferral
                  agreement is entered into.

                  Elective Deferral Contributions must be a whole percentage of
                  Compensation and cannot be more than 25% of Compensation.

                  Elective Deferral Contributions are fully (100%) vested and
                  nonforfeitable.

         (b)      The Employer shall make Matching Contributions in an amount
                  equal to 50% of Elective Deferral Contributions. Elective
                  Deferral Contributions which are over 6% of Compensation won't
                  be matched.

                  Matching Contributions are calculated based on Elective
                  Deferral Contributions and Compensation for the pay period.
                  Matching Contributions are made for all persons who were
                  Active Participants at any time during that pay period.

                  Matching Contributions are subject to the Vesting Percentage.

         No Participant shall be permitted to have Elective Deferral
Contributions, as defined in the EXCESS AMOUNTS SECTION of this article, made
under this Plan, or any other qualified plan maintained by the

RESTATEMENT JANUARY 1, 2004           26                   ARTICLE III (4-47951)

<PAGE>

Employer, during any taxable year, in excess of the dollar limitation contained
in Code Section 402(g) in effect at the beginning of such taxable year.

         An elective deferral agreement (or change thereto) must be made in such
manner and in accordance with such rules as the Employer may prescribe
(including by means of voice response or other electronic system under
circumstances the Employer permits) and may not be made retroactively.

         Employer Contributions are allocated according to the provisions of the
ALLOCATION SECTION of the article.

         The Employer may make all or any portion of the following
Contributions, which are to be invested in Qualifying Employer Securities, to
the Trustee in the form of Qualifying Employer Securities:

         Matching Contributions
         ESOP Contributions

         Employer Contributions for any Plan Year made for or allocated to a
person shall not be more than 28% of his Annual Compensation for the Plan Year.

         A portion of the Plan assets resulting from Employer Contributions (but
not more than the original amount of those Contributions) may be returned if the
Employer Contributions are made because of a mistake of fact or are more than
the amount deductible under Code Section 404 (excluding any amount which is not
deductible because the Plan is disqualified). The amount involved must be
returned to the Employer within one year after the date the Employer
Contributions are made by mistake of fact or the date the deduction is
disallowed, whichever applies. Except as provided under this paragraph and
Article VIII, the assets of the Plan shall never be used for the benefit of the
Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

SECTION 3.01A--VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS.

         An Active Participant may make Voluntary Contributions in accordance
with nondiscriminatory procedures set up by the Plan Administrator. Voluntary
Contributions must be a whole percentage of Compensation.

         A Participant's participation in the Plan is not affected by stopping
or changing Voluntary Contributions. An Active Participant's request to start,
change or stop his Voluntary Contributions must be made in a manner and in
accordance with such rules as the Employer may prescribe (including by means of
voice response or other electronic system under circumstances the Employer
permits).

         Voluntary Contributions shall be credited to the Participant's Account
when made.

         The part of the Participant's Account resulting from Voluntary
Contributions is fully (100%) vested and nonforfeitable at all times.

RESTATEMENT JANUARY 1, 2004           27                   ARTICLE III (4-47951)

<PAGE>

SECTION 3.01B--ROLLOVER CONTRIBUTIONS.

         A Rollover Contribution may be made by an Eligible Employee or an
Inactive Participant if the following conditions are met:

         (a)      The Contribution is of amounts distributed from a plan that
                  satisfies the requirements of Code Section 401(a) or from a
                  "conduit" individual retirement account described in Code
                  Section 408(d)(3)(A). In the case of an Inactive Participant,
                  the Contribution must be of an amount distributed from another
                  plan of the Employer, or a plan of a Controlled Group member,
                  that satisfies the requirements of Code Section 401(a).

         (b)      The Contribution is of amounts that the Code permits to be
                  transferred to a plan that meets the requirements of Code
                  Section 401(a).

         (c)      The Contribution is made in the form of a direct rollover
                  under Code Section 401(a)(31) or is a rollover made under
                  Code Section 402(c) or 408(d)(3)(A) within 60 days after the
                  Eligible Employee or Inactive Participant receives the
                  distribution.

         (d)      The Eligible Employee or Inactive Participant furnishes
                  evidence satisfactory to the Plan Administrator that the
                  proposed rollover meets conditions (a), (b), and (c) above.

         A Rollover Contribution shall be allowed in cash only and must be made
according to procedures set up by the Plan Administrator.

         If the Eligible Employee is not an Active Participant when the Rollover
Contribution is made, he shall be deemed to be an Active Participant only for
the purpose of investment and distribution of the Rollover Contribution.
Employer Contributions shall not be made for or allocated to the Eligible
Employee and he may not make Participant Contributions until the time he meets
all of the requirements to become an Active Participant.

         Rollover Contributions made by an Eligible Employee or an Inactive
Participant shall be credited to his Account. The part of the Participant's
Account resulting from Rollover Contributions is fully (100%) vested and
nonforfeitable at all times. A separate accounting record shall be maintained
for that part of his Rollover Contributions consisting of voluntary
contributions which were deducted from the Participant's gross income for
Federal income tax purposes.

SECTION 3.02--FORFEITURES.

         The Nonvested Account of a Participant shall be forfeited as of the
earlier of the following:

         (a)      the date the Participant dies (if prior to such date he had
                  ceased to be an Employee), or

         (b)      the Participant's Forfeiture Date.

All or a portion of a Participant's Nonvested Account shall be forfeited before
such earlier date if, after he ceases to be an Employee, he receives, or is
deemed to receive, a distribution of his entire Vested Account or a distribution
of his Vested Account derived from Employer Contributions which were not 100%
vested when made, under the RETIREMENT BENEFITS SECTION of Article V, the VESTED
BENEFITS SECTION of

RESTATEMENT JANUARY 1, 2004           28                   ARTICLE III (4-47951)

<PAGE>

Article V, or the SMALL AMOUNTS SECTION of Article X. The forfeiture shall occur
as of the date the Participant receives, or is deemed to receive, the
distribution. If a Participant receives, or is deemed to receive, his entire
Vested Account, his entire Nonvested Account shall be forfeited. If a
Participant receives a distribution of his Vested Account from Employer
Contributions which were not 100% vested when made, but less than his entire
Vested Account from such Contributions, the amount to be forfeited shall be
determined by multiplying his Nonvested Account from such Contributions by a
fraction. The numerator of the fraction is the amount of the distribution
derived from Employer Contributions which were not 100% vested when made and the
denominator of the fraction is his entire Vested Account derived from such
Contributions on the date of distribution.

         A Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION
of this article.

         Forfeitures shall be determined at least once during each Plan Year.
Forfeitures may first be used to pay administrative expenses. Forfeitures of
Matching Contributions which relate to excess amounts as provided in the EXCESS
AMOUNTS SECTION of this article, which have not been used to pay administrative
expenses, shall be applied to reduce the earliest Matching Contributions made
after the Forfeitures are determined. Any other Forfeitures which have not been
used to pay administrative expenses shall be applied to reduce the earliest
Matching Contributions made after the Forfeitures are determined. Upon their
application to reduce Matching Contributions, Forfeitures shall be deemed to be
Matching Contributions.

         If a Participant again becomes an Eligible Employee after receiving a
distribution which caused all or a portion of his Nonvested Account to be
forfeited, he shall have the right to repay to the Plan the entire amount of the
distribution he received (excluding any amount of such distribution resulting
from Contributions which were 100% vested when made). The repayment must be made
in a single sum (repayment in installments is not permitted) before the earlier
of the date five years after the date he again becomes an Eligible Employee or
the end of the first period of five consecutive one-year Periods of Severance
which begin after the date of the distribution.

         If the Participant makes the repayment above, the Plan Administrator
shall restore to his Account an amount equal to his Nonvested Account which was
forfeited on the date of distribution, unadjusted for any investment gains or
losses. If no amount is to be repaid because the Participant was deemed to have
received a distribution, or only received a distribution of Contributions which
were 100% vested when made, and he again performs an Hour-of-Service as an
Eligible Employee within the repayment period, the Plan Administrator shall
restore the Participant's Account as if he had made a required repayment on the
date he performed such Hour-of-Service. Restoration of the Participant's Account
shall include restoration of all Code Section 411(d)(6) protected benefits with
respect to that restored Account, according to applicable Treasury regulations.
Provided, however, the Plan Administrator shall not restore the Nonvested
Account if (i) a Forfeiture Date has occurred after the date of the distribution
and on or before the date of repayment and (ii) that Forfeiture Date would
result in a complete forfeiture of the amount the Plan Administrator would
otherwise restore.

         The Plan Administrator shall restore the Participant's Account by the
close of the Plan Year following the Plan Year in which repayment is made.
Permissible sources for the restoration of the Participant's Account are
Forfeitures or special Employer Contributions. Such special Employer
Contributions shall be made without regard to profits. The repaid and restored
amounts are not included in the Participant's Annual Additions, as defined in
the CONTRIBUTION LIMITATION SECTION of this article.

RESTATEMENT JANUARY 1, 2004           29                   ARTICLE III (4-47951)

<PAGE>

SECTION 3.03--AllOCATION

         Elective Deferral Contributions shall be allocated to Participants for
whom such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of
this article. Such Contributions shall be allocated when made and credited to
the Participant's Account.

         Matching Contributions shall be allocated to the persons for whom such
Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article.
Such Contributions shall be allocated when made and credited to the person's
Account.

         If Leased Employees are Eligible Employees, in determining the amount
of Employer Contributions allocated to a person who is a Leased Employee,
contributions provided by the leasing organization which are attributable to
services such Leased Employee performs for the Employer shall be treated as
provided by the Employer. Those contributions shall not be duplicated under this
Plan.

SECTION 3.04--CONTRIBUTION LIMITATION

         (a)      Definitions. For the purpose of determining the contribution
                  limitation set forth in this section, the following terms are
                  defined.

                  Annual Additions means the sum of the following amounts
                  credited to a Participant's account for the Limitation Year:

                  (1)      employer contributions; provided that, ESOP
                           Contributions under this Plan that are applied to pay
                           interest on an exempt loan will not be an Annual
                           Addition if no more than one-third (1/3rd) of the
                           ESOP Contribution that is applied to pay principal or
                           interest on an exempt loan for the Plan Year is
                           allocated to Highly Compensated Employees;

                  (2)      employee contributions; and

                  (3)      forfeitures.

                  Annual Additions to a defined contribution plan shall also
                  include the following:

                  (4)      amounts allocated, after March 31, 1984, to an
                           individual medical account, as defined in Code
                           Section 415(1)(2), which are part of a pension or
                           annuity plan maintained by the Employer,

                  (5)      amounts derived from contributions paid or accrued
                           after December 31, 1985, in taxable years ending
                           after such date, which are attributable to
                           post-retirement medical benefits, allocated to the
                           separate account of a key employee, as defined in
                           Code Section 419A(d)(3), under a welfare benefit
                           fund, as defined in Code Section 419(e), maintained
                           by the Employer; and

                  (6)      allocations under a simplified employee pension,

                  For this purpose, any Excess Amount applied under (e) and (k)
                  below in the Limitation Year to reduce Employer Contributions
                  shall be considered Annual Additions for such Limitation Year.

RESTATEMENT JANUARY 1, 2004           30                   ARTICLE III (4-47951)

<PAGE>

                  Compensation means wages within the meaning of Code Section
                  3401(a) for the purposes of income tax withholding at the
                  source but determined without regard to any rules that limit
                  the remuneration included in wages based on the nature or
                  location of employment or the services performed (such as the
                  exception for agricultural labor in Code Section 3401(a)(2)).

                  For any Self-employed Individual, Compensation shall mean
                  Earned Income.

                  For purposes of applying the limitations of this section,
                  Compensation for a Limitation Year is the Compensation
                  actually paid or made available in gross income during such
                  Limitation Year.

                  For Limitation Years beginning after December 31, 1997, for
                  purposes of applying the limitations of this section,
                  Compensation paid or made available during such Limitation
                  Year shall include any elective deferral (as defined in Code
                  Section 402(g)(3)), and any amount which is contributed or
                  deferred by the Employer at the election of the Employee and
                  which is not includible in the gross income of the Employee by
                  reason of Code Section 125, 132(f)(4), or 457.

                  Defined Contribution Dollar Limitation means, for Limitation
                  Years beginning after December 31 1994, $30,000, as adjusted
                  under Code Section 415(d).

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

                  Excess Amount means the excess of the Participant's Annual
                  Additions for the Limitation Year over the Maximum Permissible
                  Amount.

                  Limitation Year means the consecutive 12-month period ending
                  on the last day of each Plan Year, including corresponding
                  consecutive 12-month periods before January 1, 1985. If the
                  Limitation Year is other than the calendar year, execution of
                  this Plan (or any amendment to this Plan changing the
                  Limitation Year) constitutes the Employer's adoption of a
                  written resolution electing the Limitation Year. If the
                  Limitation Year is amended to a different consecutive 12-month
                  period, the new Limitation Year must begin on a date within
                  the Limitation Year in which the amendment is made.

                  Maximum Permissible Amount means the maximum Annual Addition
                  that may be contributed or allocated to a Participant's
                  Account under the Plan for any Limitation Year. This amount
                  shall not exceed the lesser of:

                  (1)      The Defined Contribution Dollar Limitation, or

                  (2)      25 percent of the Participant's Compensation for the
                           Limitation Year.

                  The compensation limitation referred to in (2) shall not apply
                  to any contribution for medical benefits (within the meaning
                  of Code Section 401 (h) or 419A(f)(2)) which is otherwise
                  treated as an Annual Addition under Code Section 415(1)(1) or
                  419A(d)(2).

RESTATEMENT JANUARY 1, 2004           31                   ARTICLE III (4-47951)

<PAGE>

                  If a short Limitation Year is created because of an amendment
                  changing the Limitation Year to a different consecutive
                  12-month period, the Maximum Permissible Amount will not
                  exceed the Defined Contribution Dollar Limitation multiplied
                  by the following fraction:

                            Number of months in the short Limitation Year
                            ---------------------------------------------
                                                 12

         (b)      If the Participant does not participate in, and has never
                  participated in, another qualified plan maintained by the
                  Employer or a welfare benefit fund, as defined in Code Section
                  419(e), maintained by the Employer, or an individual medical
                  account, as defined in Code Section 415(1)(2), maintained by
                  the Employer, or a simplified employee pension, as defined in
                  Code Section 408(k), maintained by the Employer, which
                  provides an Annual Addition, the amount of Annual Additions
                  which may be credited to the Participant's Account for any
                  Limitation Year shall not exceed the lesser of the Maximum
                  Permissible Amount or any other limitation contained in this
                  Plan. If the Employer Contribution that would otherwise be
                  contributed or allocated to the Participant's Account would
                  cause the Annual Additions for the Limitation Year to exceed
                  the Maximum Permissible Amount, the amount contributed or
                  allocated shall be reduced so that the Annual Additions for
                  the Limitation Year will equal the Maximum Permissible Amount.

         (c)      Prior to determining the Participant's actual Compensation for
                  the Limitation Year, the Employer may determine the Maximum
                  Permissible Amount for a Participant on the basis of a
                  reasonable estimation of the Participant's Compensation for
                  the Limitation Year, uniformly determined for all Participants
                  similarly situated.

         (d)      As soon as is administratively feasible after the end of the
                  Limitation Year, the Maximum Permissible Amount for the
                  Limitation Year will be determined on the basis of the
                  Participant's actual Compensation for the Limitation Year.

         (e)      If a reasonable error in estimating a Participant's
                  Compensation for the Limitation Year, a reasonable error in
                  determining the amount of elective deferrals (within the
                  meaning of Code Section 402(g)(3)) that may be made with
                  respect to any individual under the limits of Code Section
                  415, or under other facts and circumstances allowed by the
                  Internal Revenue Service, there is an Excess Amount, the
                  excess will be disposed of as follows:

                  (1)      Any nondeductible Voluntary Contributions (plus
                           attributable earnings), to the extent they would
                           reduce the Excess Amount, will be returned
                           (distributed, in the case of earnings) to the
                           Participant.

                  (2)      If after the application of (1) above an Excess
                           Amount still exists, any Elective Deferral
                           Contributions that are not the basis for Matching
                           Contributions (plus attributable earnings), to the
                           extent they would reduce the Excess Amount, will be
                           distributed to the Participant.

                  (3)      If after the application of (2) above an Excess
                           Amount still exists, any Elective Deferral
                           Contributions that are the basis for Matching
                           Contributions (plus attributable earnings), to the
                           extent they would reduce the Excess Amount, will be
                           distributed to the Participant. Concurrently with the
                           distribution of such Elective Deferral Contributions,
                           any Matching Contributions which relate to any
                           Elective Deferral Contributions distributed in the

RESTATEMENT JANUARY 1, 2004           32                   ARTICLE III (4-47951)

<PAGE>

                           preceding sentence, to the extent such application
                           would reduce the Excess Amount, will be applied as
                           provided in (4) or (5) below:

                  (4)      If after the application of (3) above an Excess
                           Amount still exists, and the Participant is covered
                           by the Plan at the end of the Limitation Year, the
                           Excess Amount in the Participant's Account will be
                           used to reduce Employer Contributions for such
                           Participant in the next Limitation Year, and each
                           succeeding Limitation Year if necessary.

                  (5)      If after the application of (3) above an Excess
                           Amount still exists, and the Participant is not
                           covered by the Plan at the end of the Limitation
                           Year, the Excess Amount will be held unallocated in a
                           suspense account. The suspense account will be
                           applied to reduce future Employer Contributions for
                           all remaining Participants in the next Limitation
                           Year, and each succeeding Limitation Year if
                           necessary.

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

         (f)      This (f) applies if, in addition to this Plan, the Participant
                  is covered under another qualified defined contribution plan
                  maintained by the Employer, a welfare benefit fund maintained
                  by the Employer, an individual medical account maintained by
                  the Employer, or a simplified employee pension maintained by
                  the Employer which provides an Annual Addition during any
                  Limitation Year. The Annual Additions which may be credited to
                  a Participant's Account under this Plan for any such
                  Limitation Year will not exceed the Maximum Permissible
                  Amount, reduced by the Annual Additions credited to a
                  Participant's account under the other qualified defined
                  contribution plans, welfare benefit funds, individual medical
                  accounts, and simplified employee pensions for the same
                  Limitation Year. If the Annual Additions with respect to the
                  Participant under other qualified defined contribution plans,
                  welfare benefit funds, individual medical accounts, and
                  simplified employee pensions maintained by the Employer are
                  less than the Maximum Permissible Amount, and the Employer
                  Contribution that would otherwise be contributed or allocated
                  to the Participant's Account under this Plan would cause the
                  Annual Additions for the Limitation Year to exceed this
                  limitation, the amount contributed or allocated will be
                  reduced so that the Annual Additions under all such plans and
                  funds for the Limitation Year will equal the Maximum
                  Permissible Amount. If the Annual Additions with respect to
                  the Participant under such other qualified defined
                  contribution plans, welfare benefit funds, individual medical
                  accounts, and simplified employee pensions in the aggregate
                  are equal to or greater than the Maximum Permissible Amount,
                  no amount will be contributed or allocated to the
                  Participant's Account under this Plan for the Limitation Year.

         (g)      Prior to determining the Particidant's actual Compensation for
                  the Limitation Year, the Employer may determine the Maximum
                  Permissible Amount for a Participant in the manner described
                  in (c) above.

RESTATEMENT JANUARY 1, 2004           33                   ARTICLE III (4-47951)

<PAGE>

         (h)      As soon as administratively feasible after the end of the
                  Limitation Year, the Maximum Permissible Amount for the
                  Limitation Year will be determined on the basis of the
                  Participant's actual Compensation for the Limitation Year.

         (i)      If pursuant to (h) above or as a result of the allocation of
                  forfeitures or as a result of a reasonable error in
                  determining the amount of elective deferrals (within the
                  meaning of Code Section 402(g)(3)) that may be made with
                  respect to any individual under the limits of Code Section
                  415, a Participant's Annual Additions under this Plan and such
                  other plans would result in an Excess Amount for a Limitation
                  Year, the Excess Amount will be deemed to consist of the
                  Annual Additions last allocated, except that Annual Additions
                  attributable to a simplified employee pension will be deemed
                  to have been allocated first, followed by Annual Additions to
                  a welfare benefit fund or individual medical account,
                  regardless of the actual allocation date.

         (j)      If an Excess Amount was allocated to a Participant on an
                  allocation date of this Plan which coincides with an
                  allocation date of another plan, the Excess Amount attributed
                  to this Plan will be the product of:

                  (1)      the total Excess Amount allocated as of such date,
                           times

                  (2)      the ratio of (i) the Annual Addition allocated to the
                           Participant for the Limitation Year as of such date
                           under this Plan to (ii) the total Annual Additions
                           allocated to the Participant for the Limitation Year
                           as of such date under this and all other qualified
                           defined contribution plans.

         (k)      Any Excess Amount attributed to this Plan will be disposed of
                  in the manner described in (e) above.

SECTION 3.05--EXCESS AMOUNTS.

         (a)      Definitions. For the purposes of this section, the following
                  terms are defined:

                  ACP means the average (expressed as a percentage) of the
                  Contribution Percentages of the Eligible Participants in a
                  group.

                  ADP means the average (expressed as a percentage) of the
                  Deferral Percentages of the Eligible Participants in a group.

                  Aggregate Limit means the greater of:

                  (1)      The sum of:

                           (i)      125 percent of the greater of the ADP of the
                                    Nonhighly Compensated Employees for the
                                    prior Plan Year or the ACP of the Nonhighly
                                    Compensated Employees under the plan subject
                                    to Code Section 401 (m) for the Plan Year
                                    beginning with or within the prior Plan Year
                                    of the cash or deferred arrangement, and

                           (ii)     the lesser of 200 percent or 2 percent plus
                                    the lesser of such ADP or ACP.

RESTATEMENT JANUARY 1, 2004           34                   ARTICLE III (4-47951)

<PAGE>

                  (2)      The sum of:

                           (i)      125 percent of the lesser of the ADP of the
                                    Nonhighly Compensated Employees for the
                                    prior Plan Year or the ACP of the Nonhighly
                                    Compensated Employees under the plan subject
                                    to Code Section 401(m) for the Plan Year
                                    beginning with or within the prior Plan Year
                                    of the cash or deferred arrangement, and

                           (ii)     the lesser of 200 percent or 2 percent plus
                                    the greater of such ADP or ACP.

                  If the Employer has elected to use the current year testing
                  method, then, in calculating the Aggregate Limit for a
                  particular Plan Year, the Nonhighly Compensated Employees' ADP
                  and ACP for that Plan Year, instead of the prior Plan Year, is
                  used.

                  Contribution Percentage means the ratio (expressed as a
                  percentage) of the Eligible Participant's Contribution
                  Percentage Amounts to the Eligible Participant's Compensation
                  for the Plan Year (whether or not the Eligible Participant was
                  an Eligible Participant for the entire Plan Year). For an
                  Eligible Participant for whom such Contribution Percentage
                  Amounts for the Plan Year are zero, the percentage is zero.

                  Contribution Percentage Amounts means the sum of the
                  Participant Contributions and Matching Contributions (that are
                  not Qualified Matching Contributions taken into account for
                  purposes of the ADP Test) made under the Plan on behalf of the
                  Eligible Participant for the Plan Year. Such Contribution
                  Percentage Amounts shall not include Matching Contributions
                  that are forfeited either to correct Excess Aggregate
                  Contributions or because the Contributions to which they
                  relate are Excess Elective Deferrals, Excess Contributions, or
                  Excess Aggregate Contributions. Under such rules as the
                  Secretary of the Treasury shall prescribe, in determining the
                  Contribution Percentage the Employer may elect to include
                  Qualified Nonelective Contributions under this Plan which were
                  not used in computing the Deferral Percentage. The Employer
                  may also elect to use Elective Deferral Contributions in
                  computing the Contribution Percentage so long as the ADP Test
                  is met before the Elective Deferral Contributions are used in
                  the ACP Test and continues to be met following the exclusion
                  of those Elective Deferral Contributions that are used to meet
                  the ACP Test.

                  Deferral Percentage means the ratio (expressed as a
                  percentage) of Elective Deferral Contributions under this Plan
                  on behalf of the Eligible Participant for the Plan Year to the
                  Eligible Participant's Compensation for the Plan Year (whether
                  or not the Eligible Participant was an Eligible Participant
                  for the entire Plan Year). The Elective Deferral Contributions
                  used to determine the Deferral Percentage shall include Excess
                  Elective Deferrals (other than Excess Elective Deferrals of
                  Nonhighly Compensated Employees that arise solely from
                  Elective Deferral Contributions made under this Plan or any
                  other plans of the Employer or a Controlled Group member), but
                  shall exclude Elective Deferral Contributions that are used in
                  computing the Contribution Percentage (provided the ADP Test
                  is satisfied both with and without exclusion of these Elective
                  Deferral Contributions). Under such rules as the Secretary of
                  the Treasury shall prescribe, the Employer may elect to
                  include Qualified Nonelective Contributions and Qualified
                  Matching Contributions under this Plan in computing the
                  Deferral Percentage. For an Eligible Participant for whom such
                  contributions on his behalf for the Plan Year are zero, the
                  percentage is zero.

RESTATEMENT JANUARY 1, 2004           35                   ARTICLE III (4-47951)

<PAGE>

                  Elective Deferral Contributions means any employer
                  contributions made to a plan at the election of a participant,
                  in lieu of cash compensation, and shall include contributions
                  made pursuant to a salary reduction agreement or other
                  deferral mechanism. With respect to any taxable year, a
                  participant's Elective Deferral Contributions are the sum of
                  all employer contributions made on behalf of such participant
                  pursuant to an election to defer under any qualified cash or
                  deferred arrangement described in Code Section 401 (k), any
                  salary reduction simplified employee pension plan described in
                  Code Section 408(k)(6), any SIMPLE IRA plan described in Code
                  Section 408(p), any eligible deferred compensation plan under
                  Code Section 457, any plan described under Code Section
                  501(c)(18), and any employer contributions made on behalf of a
                  participant for the purchase of an annuity contract under Code
                  Section 403(b) pursuant to a salary reduction agreement.
                  Elective Deferral Contributions shall not include any
                  deferrals properly distributed as excess annual additions.

                  Eligible Participant means, for purposes of determining the
                  Deferral Percentage, any Employee who is otherwise entitled to
                  make Elective Deferral Contributions under the terms of the
                  Plan for the Plan Year. Eligible Participant means, for
                  purposes of determining the Contribution Percentage, any
                  Employee who is eligible (i) to make a Participant
                  Contribution or an Elective Deferral Contribution (if the
                  Employer takes such contributions into account in the
                  calculation of the Contribution Percentage), or (ii) to
                  receive a Matching Contribution (including forfeitures) or a
                  Qualified Matching Contribution. If a Participant Contribution
                  is required as a condition of participation in the Plan, any
                  Employee who would be a Participant in the Plan if such
                  Employee made such a contribution shall be treated as an
                  Eligible Participant on behalf of whom no Participant
                  Contributions are made.

                  Excess Aggregate Contributions means, with respect to any Plan
                  Year, the excess of:

                  (1)      The aggregate Contribution Percentage Amounts taken
                           into account in computing the numerator of the
                           Contribution Percentage actually made on behalf of
                           Highly Compensated Employees for such Plan Year, over

                  (2)      The maximum Contribution Percentage Amounts permitted
                           by the ACP Test (determined by hypothetically
                           reducing contributions made on behalf of Highly
                           Compensated Employees in order of their Contribution
                           Percentages beginning with the highest of such
                           percentages).

                  Such determination shall be made after first determining
                  Excess Elective Deferrals and then determining Excess
                  Contributions.

                  Excess Contributions means, with respect to any Plan Year,
                  the excess of:

                  (1)      The aggregate amount of employer contributions
                           actually taken into account in computing the Deferral
                           Percentage of Highly Compensated Employees for such
                           Plan Year, over

                  (2)      The maximum amount of such contributions permitted by
                           the ADP Test {determined by hypothetically reducing
                           contributions made on behalf of Highly Compensated
                           Employees in the order of the Deferral Percentages,
                           beginning with the highest of such percentages).

                  Such determination shall be made after first determining
                  Excess Elective Deferrals.

RESTATEMENT JANUARY 1, 2004           36                   ARTICLE III (4-47951)

<PAGE>

                  Excess Elective Deferrals means those Elective Deferral
                  Contributions that are includible in a Participant's gross
                  income under Code Section 402(g) to the extent such
                  Participant's Elective Deferral Contributions for a taxable
                  year exceed the dollar limitation under such Code section.
                  Excess Elective Deferrals shall be treated as Annual
                  Additions, as defined in the CONTRIBUTION LIMITATION SECTION
                  of this article, under the Plan, unless such amounts are
                  distributed no later than the first April 15 following the
                  close of the Participant's taxable year.

                  Matching Contributions means employer contributions made to
                  this or any other defined contribution plan, or to a contract
                  described in Code Section 403(b), on behalf of a participant
                  on account of a Participant Contribution made by such
                  participant, or on account of a participant's Elective
                  Deferral Contributions, under a plan maintained by the
                  Employer or a Controlled Group member.

                  Participant Contributions means contributions made to the plan
                  by or on behalf of a participant that are included in the
                  participant's gross income in the year in which made and that
                  are maintained under a separate account to which the earnings
                  and losses are allocated.

                  Qualified Matching Contributions means Matching Contributions
                  which are subject to the distribution and nonforfeitability
                  requirements under Code Section 401(k) when made.

                  Qualified Nonelective Contributions means any employer
                  contributions (other than Matching Contributions) which an
                  employee may not elect to have paid to him in cash instead of
                  being contributed to the plan and which are subject to the
                  distribution and nonforfeitability requirements under Code
                  Section 401(k) when made.

         (b)      Excess Elective Deferrals. A Participant may assign to this
                  Plan any Excess Elective Deferrals made during a taxable year
                  of the Participant by notifying the Plan Administrator in
                  writing on or before the first following March 1 of the amount
                  of the Excess Elective Deferrals to be assigned to the Plan. A
                  Participant is deemed to notify the Plan Administrator of any
                  Excess Elective Deferrals that arise by taking into account
                  only those Elective Deferral Contributions made to this Plan
                  and any other plan of the Employer or a Controlled Group
                  member. The Participant's claim for Excess Elective Deferrals
                  shall be accompanied by the Participant's written statement
                  that if such amounts are not distributed, such Excess Elective
                  Deferrals will exceed the limit imposed on the Participant by
                  Code Section 402(g) for the year in which the deferral
                  occurred. The Excess Elective Deferrals assigned to this Plan
                  cannot exceed the Elective Deferral Contributions allocated
                  under this Plan for such taxable year.

                  Notwithstanding any other provisions of the Plan, Elective
                  Deferral Contributions in an amount equal to the Excess
                  Elective Deferrals assigned to this Plan, plus any income and
                  minus any loss allocable thereto, shall be distributed no
                  later than April 15 to any Participant to whose Account Excess
                  Elective Deferrals were assigned for the preceding year and
                  who claims Excess Elective Deferrals for such taxable year.

                  The Excess Elective Deferrals shall be adjusted for income or
                  loss. The income or loss allocable to such Excess Elective
                  Deferrals shall be equal to the income or loss allocable to
                  the Participant's Elective Deferral Contributions for the
                  taxable year in which the excess occurred multiplied by a
                  fraction. The numerator of the fraction is the Excess Elective
                  Deferrals. The denominator of the fraction is the closing
                  balance without regard to any income or loss occurring during
                  such taxable

RESTATEMENT JANUARY 1, 2004           37                   ARTICLE III (4-47951)

<PAGE>

                  year (as of the end of such taxable year) of the Participant's
                  Account resulting from Elective Deferral Contributions.

                  Any Matching Contributions which were based on the Elective
                  Deferral Contributions which are distributed as Excess
                  Elective Deferrals, plus any income and minus any loss
                  allocable thereto, shall be forfeited.

         (c)      ADP Test. As of the end of each Plan Year after Excess
                  Elective Deferrals have been determined, the Plan must satisfy
                  the ADP Test. The ADP Test shall be satisfied using the prior
                  year testing method, unless the Employer has elected to use
                  the current year testing method.

                  (1)      Prior Year Testing Method. The ADP for a Plan Year
                           for Eligible Participants who are Highly Compensated
                           Employees for each Plan Year and the prior year's ADP
                           for Eligible Participants who were Nonhighly
                           Compensated Employees for the prior Plan Year must
                           satisfy one of the following tests:

                           (i)      The ADP for a Plan Year for Eligible
                                    Participants who are Highly Compensated
                                    Employees for the Plan Year shall not exceed
                                    the prior year's ADP for Eligible
                                    Participants who were Nonhighly Compensated
                                    Employees for the prior Plan Year multiplied
                                    by 1.25; or

                           (ii)     The ADP for a Plan Year for Eligible
                                    Participants who are Highly Compensated
                                    Employees for the Plan Year:

                                    A.       shall not exceed the prior year's
                                             ADP for Eligible Participants who
                                             were Nonhighly Compensated
                                             Employees for the prior Plan Year
                                             multiplied by 2, and

                                    B.       the difference between such ADPs is
                                             not more than 2.

                           If this is not a successor plan, for the first Plan
                           Year the Plan permits any Participant to make
                           Elective Deferral Contributions, for purposes of the
                           foregoing tests, the prior year's Nonhighly
                           Compensated Employees' ADP shall be 3 percent, unless
                           the Employer has elected to use the Plan Year's ADP
                           for these Eligible Participants.

                  (2)      Current Year Testing Method. The ADP for a Plan Year
                           for Eligible Participants who are Highly Compensated
                           Employees for each Plan Year and the ADP for Eligible
                           Participants who are Nonhighly Compensated Employees
                           for the Plan Year must satisfy one of the following
                           tests:

                           (i)      The ADP for a Plan Year for Eligible
                                    Participants who are Highly Compensated
                                    Employees for the Plan Year shall not exceed
                                    the ADP for Eligible Participants who are
                                    Nonhighly Compensated Employees for the Plan
                                    Year multiplied by 1.25; or

RESTATEMENT JANUARY 1, 2004           38                   ARTICLE III (4-47951)

<PAGE>

                           (ii)     The ADP for a Plan Year for Eligible
                                    Participants who are Highly Compensated
                                    Employees for the Plan Year:

                                    A.       shall not exceed the ADP for
                                             Eligible Participants who are
                                             Nonhighly Compensated Employees for
                                             the Plan Year multiplied by 2, and

                                    B.       the difference between such ADP's
                                             is not more than 2.

                           If the Employer has elected to use the current year
                           testing method, that election cannot be changed
                           unless (i) the Plan has been using the current year
                           testing method for the preceding five Plan Years, or
                           if less, the number of Plan Years the Plan has been
                           in existence; or (ii) the Plan otherwise meets one of
                           the conditions specified in Internal Revenue Service
                           Notice 98-1 (or superseding guidance) for changing
                           from the current year testing method.

                  A Participant is a Highly Compensated Employee for a
                  particular Plan Year if he meets the definition of a Highly
                  Compensated Employee in effect for that Plan Year. Similarly,
                  a Participant is a Nonhighly Compensated Employee for a
                  particular Plan Year if he does not meet the definition of a
                  Highly Compensated Employee in affect for that Plan Year.

                  The Deferral Percentage for any Eligible Participant who is a
                  Highly Compensated Employee for the Plan Year and who is
                  eligible to have Elective Deferral Contributions (and
                  Qualified Nonelective Contributions or Qualified Matching
                  Contributions, or both, if treated as Elective Deferral
                  Contributions for purposes of the ADP Test) allocated to his
                  account under two or more arrangements described in Code
                  Section 401(k) that are maintained by the Employer or a
                  Controlled Group member shall be determined as if such
                  Elective Deferral Contributions (and, if applicable, such
                  Qualified Nonelective Contributions or Qualified Matching
                  Contributions, or both) were made under a single arrangement.
                  If a Highly Compensated Employee participates in two or more
                  cash or deferred arrangements that have different plan years,
                  all cash or deferred arrangements ending with or within the
                  same calendar year shall be treated as a single arrangement.
                  The foregoing notwithstanding, certain plans shall be treated
                  as separate if mandatorily disaggregated under the regulations
                  of Code Section 401(k).

                  In the event this Plan satisfies the requirements of Code
                  Section 401(k), 401(a)(4), or 410(b) only if aggregated
                  with one or more other plans, or if one or more other plans
                  satisfy the requirements of such Code sections only if
                  aggregated with this Plan, then this section shall be applied
                  by determining the Deferral Percentage of Employees as if all
                  such plans were a single plan. Any adjustments to the
                  Nonhighly Compensated Employee ADP for the prior year shall be
                  made in accordance with Internal Revenue Service Notice 98-1
                  (or superseding guidance), unless the Employer has elected to
                  use the current year testing method. Plans may be aggregated
                  in order to satisfy Code Section 401(k) only if they have the
                  same plan year and use the same testing method for the ADP
                  Test.

                  For purposes of the ADP Test, Elective Deferral Contributions,
                  Qualified Nonelective Contributions, and Qualified Matching
                  Contributions must be made before the end of the 12-month
                  period immediately following the Plan Year to which the
                  contributions relate.

RESTATEMENT JANUARY 1, 2004           39                   ARTICLE III (4-47951)

<PAGE>

                  The Employer shall maintain records sufficient to demonstrate
                  satisfaction of the ADP Test and the amount of Qualified
                  Nonelective Contributions or Qualified Matching Contributions,
                  or both, used in such test.

                  If the Plan Administrator should determine during the Plan
                  Year that the ADP Test is not being met, the Plan
                  Administrator may limit the amount of future Elective Deferral
                  Contributions of the Highly Compensated Employees.

                  Notwithstanding any other provisions of this Plan, Excess
                  Contributions, plus any income and minus any loss allocable
                  thereto, shall be distributed no later than the last day of
                  each Plan Year to Participants to whose Accounts such Excess
                  Contributions were allocated for the preceding Plan Year.
                  Excess Contributions are allocated to the Highly Compensated
                  Employees with the largest amounts of employer contributions
                  taken into account in calculating the ADP Test for the year in
                  which the excess arose, beginning with the Highly Compensated
                  Employee with the largest amount of such employer
                  contributions and continuing in descending order until all of
                  the Excess Contributions have been allocated. For purposes of
                  the preceding sentence, the "largest amount" is determined
                  after distribution of any Excess Contributions. If such excess
                  amounts are distributed more than 2 1/2 months after the last
                  day of the Plan Year in which such excess amounts arose, a 10
                  percent excise tax shall be imposed on the employer
                  maintaining the plan with respect to such amounts.

                  Excess Contributions shall be treated as Annual Additions, as
                  defined in the CONTRIBUTION LIMITATION SECTION of this
                  article.

                  The Excess Contributions shall be adjusted for income or loss.
                  The income or loss allocable to such Excess Contributions
                  allocated to each Participant shall be equal to the income or
                  loss allocable to the Participant's Elective Deferral
                  Contributions (and, if applicable, Qualified Nonelective
                  Contributions or Qualified Matching Contributions, or both)
                  for the Plan Year in which the excess occurred multiplied by a
                  fraction. The numerator of the fraction is the Excess
                  Contributions. The denominator of the fraction is the closing
                  balance without regard to any income or loss occurring during
                  such Plan Year (as of the end of such Plan Year) of the
                  Participant's Account resulting from Elective Deferral
                  Contributions (and Qualified Nonelective Contributions or
                  Qualified Matching Contributions, or both, if such
                  contributions are included in the ADP Test).

                  Excess Contributions allocated to a Participant shall be
                  distributed from the Participant's Account resulting from
                  Elective Deferral Contributions. If such Excess Contributions
                  exceed the balance in the Participant's Account resulting from
                  Elective Deferral Contributions, the balance shall be
                  distributed from the Participant's Account resulting from
                  Qualified Matching Contributions (if applicable) and Qualified
                  Nonelective Contributions, respectively.

                  Any Matching Contributions which were based on the Elective
                  Deferral Contributions which are distributed as Excess
                  Contributions, plus any income and minus any loss allocable
                  thereto, shall be forfeited.

         (d)      ACP Test. As of the end of each Plan Year, the Plan must
                  satisfy the ACP Test. The ACP Test shall be satisfied using
                  the prior year testing method, unless the Employer has elected
                  to use the current year testing method.

RESTATEMENT JANUARY 1, 2004           40                   ARTICLE III (4-47951)

<PAGE>

                  (1)      Prior Year Testing Method. The ACP for a Plan Year
                           for Eligible Participants who are Highly Compensated
                           Employees for each Plan Year and the prior year's ACP
                           for Eligible Participants who were Nonhighly
                           Compensated Employees for the prior Plan Year must
                           satisfy one of the following tests:

                           (i)      The ACP for the Plan Year for Eligible
                                    Participants who are Highly Compensated
                                    Employees for the Plan Year shall not exceed
                                    the prior year's ACP for Eligible
                                    Participants who were Nonhighly Compensated
                                    Employees for the prior Plan Year multiplied
                                    by 1.25; or

                           (ii)     The ACP for a Plan Year for Eligible
                                    Participants who are Highly Compensated
                                    Employees for the Plan Year:

                                    A.       shall not exceed the prior year's
                                             ACP for Eligible Participants who
                                             were Nonhighly Compensated
                                             Employees for the prior Plan Year
                                             multiplied by 2, and

                                    B.       the difference between such ACPs is
                                             not more than 2.

                           If this is not a successor plan, for the first Plan
                           Year the Plan permits any Participant to make
                           Participant Contributions, provides for Matching
                           Contributions, or both, for purposes of the foregoing
                           tests, the prior year's Nonhighly Compensated
                           Employees' ACP shall be 3 percent, unless the
                           Employer has elected to use the Plan Year's ACP for
                           these Eligible Participants.

                  (2)      Current Year Testing Method. The ACP for a Plan Year
                           for Eligible Participants who are Highly Compensated
                           Employees for each Plan Year and the ACP for Eligible
                           Participants who are Nonhighly Compensated Employees
                           for the Plan Year must satisfy one of the following
                           tests:

                           (i)      The ACP for a Plan Year for Eligible
                                    Participants who are Highly Compensated
                                    Employees for the Plan Year shall not exceed
                                    the ACP for Eligible Participants who are
                                    Nonhighly Compensated Employees for the Plan
                                    Year multiplied by 1.25; or

                           (ii)     The ACP for a Plan Year for Eligible
                                    Participants who are Highly Compensated
                                    Employees for the Plan Year:

                                    A.       shall not exceed the ACP for
                                             Eligible Participants who are
                                             Nonhighly Compensated Employees for
                                             the Plan Year multiplied by 2, and

                                    B.       the difference between such ACPs is
                                             not more than 2.

                           If the Employer has elected to use the current year
                           testing method, that election cannot be changed
                           unless (i) the Plan has been using the current year
                           testing method for the preceding five Plan Years, or
                           if less, the number of Plan Years the Plan has been
                           in existence; or (ii) the Plan otherwise meets one of
                           the conditions specified in Internal Revenue Service
                           Notice 98-1 (or superseding guidance) for changing
                           from the current year testing method.

RESTATEMENT JANUARY 1, 2004           41                   ARTICLE III (4-47951)

<PAGE>

                  A Participant is a Highly Compensated Employee for a
                  particular Plan Year if he meets the definition of a Highly
                  Compensated Employee in effect for that Plan Year. Similarly,
                  a Participant is a Nonhighly Compensated Employee for a
                  particular Plan Year if he does not meet the definition of a
                  Highly Compensated Employee in effect for that Plan Year.

                  Multiple Use. If one or more Highly Compensated Employees
                  participate in both a cash or deferred arrangement and a plan
                  subject to the ACP Test maintained by the Employer or a
                  Controlled Group member, and the sum of the ADP and ACP of
                  those Highly Compensated Employees subject to either or both
                  tests exceeds the Aggregate Limit, then the Contribution
                  Percentage of those Highly Compensated Employees who also
                  participate in a cash or deferred arrangement will be reduced
                  in the manner described below for allocating Excess Aggregate
                  Contributions so that the limit is not exceeded. The amount by
                  which each Highly Compensated Employee's Contribution
                  Percentage is reduced shall be treated as an Excess Aggregate
                  Contribution. The ADP and ACP of the Highly Compensated
                  Employees are determined after any corrections required to
                  meet the ADP Test and ACP Test and are deemed to be the
                  maximum permitted under such tests for the Plan Year. Multiple
                  use does not occur if either the ADP or ACP of the Highly
                  Compensated Employees does not exceed 1.25 multiplied by the
                  ADP and ACP, respectively, of the Nonhighly Compensated
                  Employees.

                  The Contribution Percentage for any Eligible Participant who
                  is a Highly Compensated Employee for the Plan Year and who is
                  eligible to have Contribution Percentage Amounts allocated to
                  his account under two or more plans described in Code Section
                  401(a) or arrangements described in Code Section 401(k) that
                  are maintained by the Employer or a Controlled Group member
                  shall be determined as if the total of such Contribution
                  Percentage Amounts was made under each plan. If a Highly
                  Compensated Employee participates in two or more cash or
                  deferred arrangements that have different plan years, all cash
                  or deferred arrangements ending with or within the same
                  calendar year shall be treated as a single arrangement. The
                  foregoing notwithstanding, certain plans shall be treated as
                  separate if mandatorily disaggregated under the regulations of
                  Code Section 401(m).

                  In the event this Plan satisfies the requirements of Code
                  Section 401(m), 401(a)(4), or 410(b) only if aggregated with
                  one or more other plans, or if one or more other plans satisfy
                  the requirements of such Code sections only if aggregated with
                  this Plan, then this section shall be applied by determining
                  the Contribution Percentage of Employees as if all such plans
                  were a single plan. Any adjustments to the Nonhighly
                  Compensated Employee ACP for the prior year shall be made in
                  accordance with Internal Revenue Service Notice 98-1 (or
                  superseding guidance), unless the Employer has elected to use
                  the current year testing method. Plans may be aggregated in
                  order to satisfy Code Section 401(m) only if they have the
                  same plan year and use the same testing method for the ACP
                  Test.

                  For purposes of the ACP Test, Participant Contributions are
                  considered to have been made in the Plan Year in which
                  contributed to the Plan. Matching Contributions and Qualified
                  Nonelective Contributions will be considered to have been made
                  for a Plan Year if made no later than the end of the 12-month
                  period beginning on the day after the close of the Plan Year.

                  The Employer shall maintain records sufficient to demonstrate
                  satisfaction of the ACP Test and the amount of Qualified
                  Nonelective Contributions or Qualified Matching Contributions,
                  or both, used in such test.

RESTATEMENT JANUARY 1, 2004           42                   ARTICLE III (4-47951)

<PAGE>

                  Notwithstanding any other provisions of this Plan. Excess
                  Aggregate Contributions, plus any income and minus any loss
                  allocable thereto, shall be forfeited, if not vested, or
                  distributed, if vested, no later than the last day of each
                  Plan Year to Participants to whose Accounts such Excess
                  Aggregate Contributions were allocated for the preceding Plan
                  Year. Excess Aggregate Contributions are allocated to the
                  Highly Compensated Employees with the largest Contribution
                  Percentage Amounts taken into account in calculating the ACP
                  Test for the year in which the excess arose, beginning with
                  the Highly Compensated Employee with the largest amount of
                  such Contribution Percentage Amounts and continuing in
                  descending order until all of the Excess Aggregate
                  Contributions have been allocated. For purposes of the
                  preceding sentence, the "largest amount" is determined after
                  distribution of any Excess Aggregate Contributions. If such
                  Excess Aggregate Contributions are distributed more than 2 1/2
                  months after the last day of the Plan Year in which such
                  excess amounts arose, a 10 percent excise tax shall be imposed
                  on the employer maintaining the plan with respect to such
                  amounts.

                  Excess Aggregate Contributions shall be treated as Annual
                  Additions, as defined in the CONTRIBUTION LIMITATION SECTION
                  of this article.

                  The Excess Aggregate Contributions shall be adjusted for
                  income or loss. The income or loss allocable to such Excess
                  Aggregate Contributions allocated to each Participant shall be
                  equal to the income or loss allocable to the Participant's
                  Contribution Percentage Amounts for the Plan Year in which the
                  excess occurred multiplied by a fraction. The numerator of the
                  fraction is the Excess Aggregate Contributions. The
                  denominator of the fraction is the closing balance without
                  regard to any income or loss occurring during such Plan Year
                  (as of the end of such Plan Year) of the Participant's Account
                  resulting from Contribution Percentage Amounts.

                  Excess Aggregate Contributions allocated to a Participant
                  shall be distributed from the Participant's Account resulting
                  from Participant Contributions that are not required as a
                  condition of employment or participation or for obtaining
                  additional benefits from Employer Contributions. If such
                  Excess Aggregate Contributions exceed the balance in the
                  Participant's Account resulting from such Participant's
                  Contributions, the balance shall be forfeited, if not vested,
                  or distributed, if vested, on a pro-rata basis from the
                  Participant's Account resulting from Contribution Percentage
                  Amounts.

         (e)      Employer Elections. The Employer has not made an election to
                  use the current year testing method.

SECTION 3.06--PROHIBITED ALLOCATIONS OF QUALIFYING EMPLOYER SECURITIES.

         Notwithstanding any contrary provision of the Plan, Qualifying Employer
Securities will not be allocated under the following circumstances.

         (a)      Sale under Code Section 1042. If Qualifying Employer
                  Securities that have been acquired by the Plan in a sale to
                  which Code Section 1042 applies shall not be allocated during
                  the non-allocation period directly or indirectly under the
                  Plan (or any qualified plan of any Employer) to the Accounts
                  of:

                  (1)      The individual who makes the election under Code
                           Section 1042

RESTATEMENT JANUARY 1, 2004           43                   ARTICLE III (4-47951)

<PAGE>

                  (2)      Any individual who is related (within the meaning of
                           Code Section 267(b)) to the individual who makes the
                           election under Code Section 1042. However, this
                           paragraph shall not apply to lineal descendents of
                           the individual who makes the election under Code
                           Section 1042, provided that the aggregate amount
                           allocated to the benefit of such lineal descendents
                           during the non-allocation period does not exceed more
                           than five percent (5%) of the Qualifying Employer
                           Securities (or amounts allocated in lieu thereof)
                           held by the Plan which are attributable to a sale to
                           the Plan by any person related to such descendents
                           (within the meaning of Code Section 267(c)(4)) in a
                           transaction subject to Code Section 1042.

                  The "non-allocation period" is the period for this purpose
                  beginning on the date of the sale of the Qualifying Employer
                  Securities to the Plan and ending on the later of the date
                  which is ten (10) years after the date of sale or the date of
                  the allocation attributable to the final payment of an exempt
                  loan incurred in connection with such sale to the Plan.

                  Further, notwithstanding any contrary provision of the Plan.
                  Qualifying Employer Securities that have been acquired by the
                  Plan in a sale to which Code Section 1042 applies shall not be
                  allocated, during or after the non-allocation period, directly
                  or indirectly under the Plan (or any qualified plan of any
                  Employer) to the Account of any individual who owns (after
                  application of the aggregation rules of Code Section 318(a)
                  applied without regard to the employee trust exception in Code
                  Section 318(a)(2)(B)(1)) more than twenty-five percent (25%)
                  of any class of outstanding stock of any Employer, or the
                  total value of any class of outstanding stock of the Employer.

         (b)      S-Corporation Shareholders. For Plan Years beginning after
                  December 31, 2004, if the Plan holds Qualifying Employer
                  Securities of an S Corporation, no allocations on such
                  Qualifying Employer Securities shall be made to disqualified
                  persons during any nonallocation year. The terms "disqualified
                  person" and "nonallocation year" shall have the meaning set
                  forth under Code Section 409(p).

RESTATEMENT JANUARY 1, 2004           44                   ARTICLE III (4-47951)

<PAGE>

                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT AND TIMING OF CONTRIBUTIONS.

         The handling of Contributions is governed by the provisions of the
Trust Agreement, the Annuity Contract, and any other funding arrangement in
which the Plan Fund is or may be held or invested. To the extent permitted by
the Trust Agreement, Annuity Contract, or other funding arrangement, the parties
named below shall direct the Contributions to the guaranteed benefit policy
portion of the Annuity Contract, any of the investment options available under
the Annuity Contract, or any of the investment vehicles available under the
Trust Agreement and may request the transfer of amounts resulting from those
Contributions between such investment options and investment vehicles or the
transfer of amounts between the guaranteed benefit policy portion of the Annuity
Contract and such investment options and investment vehicles. A Participant may
not direct the Trustee or Insurer to invest the Participant's Account in
collectibles. Collectibles mean any work of art, rug or antique, metal or gem,
stamp or coin, alcoholic beverage, or other tangible personal property specified
by the Secretary of the Treasury. However, for tax years beginning after
December 31, 1997, certain coins and bullion as provided in Code Section
408(m)(3) shall not be considered collectibles. To the extent that a Participant
who has investment direction fails to give timely direction, the Primary
Employer shall direct the investment of his Account. If the Primary Employer has
investment direction, such Account shall be invested ratably in the guaranteed
benefit policy portion of the Annuity Contract, the investment options available
under the Annuity Contract, or the investment vehicles available under the Trust
Agreement in the same manner as the Accounts of all other Participants who do
not direct their investments. The Primary Employer shall have investment
direction for amounts which have not been allocated to Participants. To the
extent an investment is no longer available, the Primary Employer may require
that amounts currently held in such investment be reinvested in other
investments.

         At least annually, the Named Fiduciary shall review all pertinent
Employee information and Plan data in order to establish the funding policy of
the Plan and to determine appropriate methods of carrying out the Plan's
objectives. The Named Fiduciary shall inform the Trustee and any Investment
Manager of the Plan's short-term and long-term financial needs so the investment
policy can be coordinated with the Plan's financial requirements.

         (a)      Employer Contributions other than Elective Deferral
                  Contributions: The Participant shall direct the investment of
                  such Employer Contributions and transfer of amounts resulting
                  from those Contributions.

         (b)      Elective Deferral Contributions: The Participant shall direct
                  the investment of Elective Deferral Contributions and transfer
                  of amounts resulting from those Contributions.

         (c)      Participant Contributions: The Participant shall direct the
                  investment of Participant Contributions and transfer of
                  amounts resulting from those Contributions.

         (d)      Rollover Contributions: The Participant shall direct the
                  investment of Rollover Contributions and transfer of amounts
                  resulting from those Contributions.

RESTATEMENT JANUARY 1, 2004           45                    ARTICLE IV (4-47951)

<PAGE>

         However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and amounts which are not subject to
Participant direction.

         The Employer shall pay to the Insurer or Trustee, as applicable, the
Elective Deferral Contributions for each Plan Year not later than the end of the
12-month period immediately following the Plan Year for which they are deemed to
be paid.

         All Contributions are forwarded by the Employer to the Trustee to be
deposited in the Trust Fund or to the Insurer to be deposited under the Annuity
Contract, as applicable. Contributions that are accumulated through payroll
deduction shall be paid to the Trustee or Insurer, as applicable, by the earlier
of (i) the date the Contributions can reasonably be segregated from the
Employer's assets, or (ii) the 15th business day of the month following the
month in which the Contributions would otherwise have been paid in cash to the
Participant.

SECTION 4.01A--INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.

(a)      ESOP Designation. The portion of the Plan that consists of the
         Qualifying Employer Securities Fund, and the ESOP Subaccounts is a
         stock bonus plan and an employee stock ownership plan (within the
         meaning of Code Section 4975(e)(7)) and is designed to invest primarily
         in Qualifying Employer Securities. All shares of Qualifying Employer
         Securities held under the Plan will be held in the Trust Fund in the
         name of the Trustee or the nominee of the Trustee.

(b)      Investment Elections and Diversification. A Participant, Beneficiary or
         Alternate Payee may direct that all or any portion of his Account be
         invested in the Qualifying Employer Securities Fund. Because investment
         in the Qualifying Employer Securities Fund of amounts attributable to
         Elective Deferral Contributions can occur only at the direction of a
         Participant, Beneficiary or Alternate Payee, the Plan is exempt from
         the ten percent (10%) limit under ERISA Section 407. Up to one hundred
         percent of the Investment Fund may be invested in the Qualifying
         Employer Securities Fund if so directed by the Participant,
         Beneficiaries and Alternate Payees. The following rules will apply:

         (1)      Investments in Employer Stock. A Participant. Beneficiary or
                  Alternate Payee may direct any account balance resulting from
                  Contributions to be invested in the Qualifying Employer
                  Securities Fund. Any such direction with respect to the
                  existing balance of his Account shall be drawn from the
                  Non-ESOP Subaccounts of the various source accounts prorata
                  based on the balance of such Non-ESOP Subaccounts. Any such
                  direction given by a Participant with respect to his
                  Contributions will be deemed to be an election to have such
                  Contributions deposited into the Non-ESOP Subaccounts and
                  immediately transferred to the ESOP Subaccounts {that is,
                  Contributions will not be directly deposited into the ESOP
                  Subaccounts, but instead shall be immediately drawn from the
                  Non-ESOP Subaccounts into which they are deemed to be
                  deposited), and shall be drawn from the Non-ESOP Subaccounts
                  of the various source accounts prorata based on the
                  Contributions being credited to such Non-ESOP Subaccounts.

         (2)      Diversification of Employer Stock Investments into Other
                  Investment Options. A Participant, Beneficiary or Alternate
                  Payee may direct that all or any number of the shares of
                  Qualifying Employer Securities credited to his ESOP
                  Subaccounts be converted to cash and reinvested in the other
                  investment options then available under the Plan. Any such
                  reinvestment shall be drawn from the ESOP Subaccounts of the
                  various source accounts prorata based on the balance of such
                  ESOP Subaccounts. Any direction to convert shares of
                  Qualifying Employer Securities to cash

RESTATEMENT JANUARY 1, 2004           46                    ARTICLE IV (4-47951)

<PAGE>

                  and reinvest the proceeds in the other investment options then
                  available under the Plan will be effectuated as soon as
                  administratively practicable after the direction is received,
                  taking into account the time necessary to receive cash upon
                  settlement of a securities trade (current T+3).

                  Investment and reinvestment directions may be given with such
                  frequency as is deemed appropriate by the Plan Administrator
                  and must be made in such percentage or dollar increments, in
                  such manner and in accordance with such rules as may be
                  prescribed for this purpose by the Plan Administrator
                  (including by means of a voice response or other electronic
                  system under circumstances so authorized by the Plan
                  Administrator). Investment and reinvestment directions will be
                  processed in accordance with the then current procedures of
                  the Plan and shall be subject to the provisions of Section
                  4.01.

(c)      Dividends. Cash dividends paid on shares of Qualifying Employer
         Securities credited to an ESOP Subaccount of a Participant, Beneficiary
         or Alternate Payee as of the record date of such dividend will be:

         (1)      Paid to the Participant, Beneficiary or Alternate Payee if so
                  elected under the procedure outlined below; or

         (2)      Otherwise, added to balance of his Account as soon as
                  administratively practicable after such dividends are
                  paid into the Trust Fund.

         A Participant, Beneficiary or Alternate Payee may elect to have cash
         dividends on shares of Qualifying Employer Securities credited to his
         ESOP Subaccounts either paid to him in cash or added to the balance of
         his Account and reinvested in Qualifying Employer Securities. Cash
         dividends that the Participant, Beneficiary or Alternate Payee elects
         to receive in cash will be paid on or as soon as administratively
         practicable following the payable date of such dividend. Cash dividends
         that the Participant, Beneficiary or Alternate Payee elects to have
         reinvested in Qualifying Employer Securities will be credited to the
         source Account to which the shares of Qualifying Employer Securities
         were credited as of the record date, or, in the case of the source
         account reflecting Matching Contributions or ESOP Contributions, the
         dividends will be credited to a separate source account that reflects
         only such cash dividends, and shall be reinvested in additional shares
         of Qualifying Employer Securities on or as soon as administratively
         practicable following the payable date of such dividend (regardless of
         the election otherwise then in effect with respect to investment in
         Qualifying Employer Securities).

         Shares of Qualifying Employer Securities shall be deemed to be credited
         to the ESOP Subaccount of a Participant, Beneficiary or Alternate Payee
         as of the record date of a dividend if they are credited to his ESOP
         Subaccount as of the close of the day prior to the ex-date of such
         dividend (or, if the ex-date is after the record date, as of the close
         of the day prior to the record date).

         An election hereunder must be made in such manner and in accordance
         with such rules as may be prescribed for this purpose by the Plan
         Administrator (including by means of a voice response or other
         electronic system under circumstances so authorized by the Plan
         Administrator). In the absence of an affirmation election received by
         the deadline established for this purpose by the Plan Administrator, a
         Participant, Beneficiary or Alternate Payee will be deemed to have
         elected to have cash dividends added to his Account and reinvested in
         Qualifying Employer Securities. To the extent so prescribed by the Plan
         Administrator, an election hereunder will be "evergreen" - that is, it
         will continue to apply until changed by the Participant, Beneficiary or
         Alternate Payee. Under the rules prescribed by the Plan Administrator,

RESTATEMENT JANUARY 1, 2004           47                    ARTICLE IV (4-47951)

<PAGE>

         a Participant, Beneficiary or Alternate Payee shall be allowed to
         revise his election no less than once a year, and if there is a change
         in the terms of the Plan governing the manner in which dividends are
         paid or distributed, a Participant, Beneficiary or Alternate Payee
         shall be allowed a reasonable opportunity to make a new election.

         The Account of a Participant, Beneficiary or Alternate Payee may be
         charged with the distribution costs (for example, the actual
         check-writing fee) of any distribution made at his election under this
         subsection (c).

(d)      Valuation of Qualifying Employer Securities. For purposes of
         determining the annual valuation of the Plan, and for reporting to
         Participants and regulatory authorities, the assets of the Plan shall
         be valued at least annually on the Valuation Date which corresponds to
         the last day of the Plan Year. The fair market value of Qualifying
         Employer Securities shall be determined on such Valuation Date. The
         prices of Qualifying Employer Securities as of the date of the
         transaction shall apply for purposes of valuing distributions and other
         transactions of the Plan to the extent such value is representative of
         the fair market value of such securities in the opinion of the Plan
         Administrator. The value of a Participant's Account held in the
         Qualifying Employer Securities Fund may be expressed in units.

         If the Qualifying Employer Securities are not publicly traded, or if an
         extremely thin market exists for such securities so that reasonable
         valuation may not be obtained from the market place, then such
         securities must be valued at least annually by an independent appraiser
         who is not associated with the Employer, the Plan Administrator, the
         Trustee, or any person related to any fiduciary under the Plan. The
         independent appraiser may be associated with a person who is merely a
         contract administrator with respect to the Plan, but who exercises no
         discretionary authority and is not a plan fiduciary.

         If there is a public market for Qualifying Employer Securities of the
         type held by the Plan, then the Plan Administrator may use as the value
         of the securities the price at which such securities trade in such
         market. If the Qualifying Employer Securities do not trade on the
         relevant date, or if the market is very thin on such date, then the
         Plan Administrator may use for the valuation the next preceding trading
         day on which the trading prices are representative of the fair market
         value of such securities in the opinion of the Plan Administrator.

(e)      Purchases or Sales of Qualifying Employer Securities. The Plan
         Administrator may direct the Trustee to sell, resell, or otherwise
         dispose of Qualifying Employer Securities to any person, including the
         Employer, provided that any such sales to any disqualified person or
         party-in-interest, including the Employer, will be made at not less
         than the fair market value and no commission will be charged. Any such
         sale shall be made in conformance with ERISA Section 408(e). If it is
         necessary to purchase Qualifying Employer Securities for the Trust
         Fund, such purchase may be on the open market or from the Employer or
         any member of the Controlled Group. All purchases of Qualifying
         Employer Securities shall be made at a price, or prices, which, in the
         judgement of the Plan Administrator, do not exceed the fair market
         value of such securities. If shares are purchased from or sold to the
         Employer or a member of the Controlled Group, the purchase or sale will
         be made at the price determined under paragraph (e) above. In the event
         that the Trustee acquires Qualifying Employer Securities by purchase
         from a "disqualified person" as defined in Code Section 4975(e)(2) or
         from a "party-in-interest" as defined in ERISA Section 3(14), the terms
         of such purchase shall contain the provision that in the event there is
         a final determination by the Internal Revenue Service, the Department
         of Labor, or court of competent jurisdiction that the fair market value
         of such securities as of the date of purchase was less than the
         purchase price paid by the Trustee, then the seller shall pay or
         transfer, as the case may be, to the Trustee an amount of cash or

RESTATEMENT JANUARY 1, 2004           48                    ARTICLE IV (4-47951)

<PAGE>

         shares of Qualifying Employer Securities equal in value to the
         difference between the purchase price and such fair market value for
         all such shares. In the event that cash or shares of Qualifying
         Employer Securities are paid or transferred to the Trustee under this
         provision, such securities shall be valued at their fair market value
         as of the date of such purchase, and interest at a reasonable rate from
         the date of purchase to the date of payment or transfer shall be paid
         by the seller on the amount of cash paid.

(f)      Compliance with Securities Laws. The Employer is responsible for
         compliance with any applicable Federal or state securities law with
         respect to all aspects of the Plan except for the Trustee's obligation
         to report its ownership of Qualifying Employer Securities. If the
         Qualifying Employer Securities or interest in this Plan are required to
         be registered in order to permit investment in the Qualifying Employer
         Securities Fund as provided in this section, then such investment will
         not be effective until the later of the effective date of the Plan or
         the date such registration or qualification is effective. The Employer,
         at its own expense, will take or cause to be taken any and all such
         actions as may be necessary or appropriate to effect such registration
         or qualification. Further, if the Trustee is directed to dispose of any
         Qualifying Employer Securities held under the Plan under circumstances
         which require registration or qualification of the securities under
         applicable Federal or state securities laws, then the Employer will, at
         its own expense, take or cause to be taken any and all such action as
         may be necessary or appropriate to effect such registration or
         qualification. The Employer is responsible for all compliance
         requirements under Section 16 of the Securities Act.

RESTATEMENT JANUARY 1, 2004           49                    ARTICLE IV (4-47951)

<PAGE>

                                    ARTICLE V

                                    BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

         On a Participant's Retirement Date, his Vested Account shall be
distributed to him according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X.

SECTION 5.02--DEATH BENEFITS.

         If a Participant dies before his Annuity Starting Date, his Vested
Account shall be distributed according to the distribution of benefits
provisions of Article VI and the provisions of the SMALL AMOUNTS SECTION of
Article X.

SECTION 5.03--VESTED BENEFITS.

         If an Inactive Participant's Vested Account is not payable under the
SMALL AMOUNTS SECTION of Article X, he may elect, but is not required, to
receive a distribution of his Vested Account after he ceases to be an Employee.
The Participant's election shall be subject to his spouse's consent as provided
in the ELECTION PROCEDURES SECTION of Article VI. A distribution under this
paragraph shall be a retirement benefit and shall be distributed to the
Participant according to the distribution of benefits provisions of Article VI.

         A Participant may not elect to receive a distribution under the
provisions of this section after he again becomes an Employee until he
subsequently ceases to be an Employee and meets the requirements of this
section.

         If an Inactive Participant does not receive an earlier distribution,
upon his Retirement Date or death, his Vested Account shall be distributed
according to the provisions of the RETIREMENT BENEFITS SECTION or the DEATH
BENEFITS SECTION of Article V.

         The Nonvested Account of an Inactive Participant who has ceased to be
an Employee shall remain a part of his Account until it becomes a Forfeiture.
However, if he again becomes an Employee so that his Vesting Percentage can
increase, the Nonvested Account may become a part of his Vested Account.

SECTION 5.04--WHEN BENEFITS START

         (a)      Unless otherwise elected, benefits shall begin before the 60th
                  day following the close of the Plan Year in which the latest
                  date below occurs:

                  (1)      The date the Participant attains age 65 (or Normal
                           Retirement Age, if earlier)

                  (2)      The 10th anniversary of the Participant's Entry Date

RESTATEMENT JANUARY 1, 2004           50                     ARTICLE V (4-47951)

<PAGE>

                  (3)      The date the Participant ceases to be an Employee

                  Notwithstanding the foregoing, the failure of a Participant
                  and spouse to consent to a distribution while a benefit is
                  immediately distributable, within the meaning of the ELECTION
                  PROCEDURES SECTION of Article VI, shall be deemed to be an
                  election to defer the start of benefits sufficient to satisfy
                  this section.

                  The Participant may elect to have his benefits begin after the
                  latest date for beginning benefits described above, subject to
                  the following provisions of this section. The Participant
                  shall make the election in writing. Such election must be made
                  before his Normal Retirement Date or the date he ceases to be
                  an Employee, if later. The election must describe the form of
                  distribution and the date benefits will begin. The Participant
                  shall not elect a date for beginning benefits or a form of
                  distribution that would result in a benefit payable when he
                  dies which would be more than incidental within the meaning of
                  governmental regulations.

                  Benefits shall begin on an earlier date if otherwise provided
                  in the Plan. For example, the Participant's Retirement Date or
                  Required Beginning Date, as defined in the DEFINITIONS SECTION
                  of Article VII.

         (b)      The Participant's Vested Account which results from Elective
                  Deferral Contributions may not be distributed to a Participant
                  or to his Beneficiary (or Beneficiaries) in accordance with
                  the Participant's or Beneficiary's (or Beneficiaries')
                  election, earlier than separation from service, death, or
                  disability. Such amount may also be distributed upon:

                  (1)      Termination of the Plan, as permitted in Article VIII

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

                  (3)      The disposition by the Employer, if the Employer is a
                           corporation, to an unrelated entity of the Employer's
                           interest in a subsidiary, within the meaning of Code
                           Section 409(d)(3), if the Employer continues to
                           maintain the Plan, but only with respect to Employees
                           who continue employment with such subsidiary.

                  (4)      The hardship of the Participant as permitted in the
                           WITHDRAWAL BENEFITS SECTION of this article.

                  All distributions that may be made pursuant to one or more of
                  the foregoing distributable events will be a retirement
                  benefit and shall be distributed to the Participant according
                  to the distribution of benefit provisions of Article VI. In
                  addition, distributions that are triggered by (1), (2) and
                  (3) above must be made in a lump sum. A lump sum shall include
                  a distribution of an annuity contract.

RESTATEMENT JANUARY 1, 2004           51                     ARTICLE V (4-47951)

<PAGE>

SECTION 5.05--WITHDRAWAL BENEFITS.

         A Participant may withdraw any part of his Vested Account resulting
from Voluntary Contributions. A Participant may make such a withdrawal at any
time.

         A Participant may withdraw any part of his Vested Account resulting
from Rollover Contributions. A Participant may make only one such withdrawal in
any 12-month period.

         A Participant may withdraw any part of his Vested Account which results
from the following Contributions:

         Elective Deferral Contributions
         Matching Contributions

in the event of hardship due to an immediate and heavy financiaj need.
Withdrawals from the Participant's Account resulting from Elective Deferral
Contributions shall be limited to the amount of the Participant's Elective
Deferral Contributions plus income allocable thereto credited to his Account as
of December 31, 1988. Immediate and heavy financial need shall be limited to:
(i) expenses incurred or necessary for medical care, described in Code Section
213(d), of the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase (excluding mortgage
payments) of a principal residence for the Participant; (iii) payment of
tuition, related educational fees, and room and board expenses, for the next 12
months of post-secondary education for the Participant, his spouse, children, or
dependents; (iv) the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of the Participant's
principal residence; or (v) any other distribution which is deemed by the
Commissioner of Internal Revenue to be made on account of immediate and heavy
financial need as provided in Treasury regulations.

         No withdrawal shall be allowed which is not necessary to satisfy such
immediate and heavy financial need. Such withdrawal shall be deemed necessary
only if all of the following requirements are met: (i) the distribution is not
in excess of the amount of the immediate and heavy financial need (including
amounts necessary to pay any Federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution); (ii) the Participant
has obtained all distributions, other than hardship distributions, and all
nontaxable loans currently available under all plans maintained by the Employer;
(iii) the Plan, and all other plans maintained by the Employer, provide that the
Participant's elective contributions and participant contributions will be
suspended for at least 12 months after receipt of the hardship distribution;
and (iv) the Plan, and all other plans maintained by the Employer, provide that
the Participant may not make elective contributions for the Participant's
taxable year immediately following the taxable year of the hardship distribution
in excess of the applicable limit under Code Section 402(g) for such next
taxable year less the amount of such Participant's elective contributions for
the taxable year of the hardship distribution. The Plan will suspend elective
contributions and participant contributions for 12 months and limit elective
deferrals as provided in the preceding sentence. A Participant shall not cease
to be an Eligible Participant, as defined in the EXCESS AMOUNTS SECTION of
Article III, merely because his elective contributions or participant
contributions are suspended.

         A request for withdrawal shall be made in such manner and in accordance
with such rules as the Employer will prescribe for this purpose (including by
means of voice response or other electronic means under circumstances the
Employer permits). Withdrawals shall be a retirement benefit and shall be
distributed to the

RESTATEMENT JANUARY 1, 2004           52                     ARTICLE V (4-47951)

<PAGE>

Participant according to the distribution of benefits provisions of Article VI A
forfeiture shall not occur solely as a result of a withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS

         Loans shall be made available to all Participants on a reasonably
equivalent basis. For purposes of this section, and unless otherwise specified,
Participant means any Participant or Beneficiary who is a party-in-interest as
defined in ERISA. Loans shall not be made to Highly Compensated Employees in an
amount greater than the amount made available to other Participants.

         No loans will be made to any shareholder-employee or Owner-employee.
For purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5 percent of the
outstanding stock of the corporation.

         A loan to a Participant shall be a Participant-directed investment of
his Account. The portion of the Participant's Account held in the Qualifying
Employer Securities Fund may be redeemed for purposes of a loan only after the
amount held in other investment options has been depleted. The loan is a Trust
Fund investment but no Account other than the borrowing Participant's Account
shall share in the interest paid on the loan or bear any expense or loss
incurred because of the loan.

         The number of outstanding loans shall be limited to one. No more than
five loans shall be approved for any Participant in any 12-month period. The
minimum amount of any loan shall be $500.

         Loans must be adequately secured and bear a reasonable rate of
interest.

         The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

         (a)      $50,000, reduced by the highest outstanding loan balance of
                  loans during the one-year period ending on the day before the
                  new loan is made.

         (b)      The greater of (1) or (2) , reduced by (3) below:

                  (1)      One-half of the Participant's Vested Account.

                  (2)      $10,000.

                  (3)      Any outstanding loan balance on the date the new loan
                           is made.

For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of the Employer and any Controlled Group member shall be treated as
one plan.

         The foregoing notwithstanding, the amount of such loan shall not exceed
50 percent of the amount of the Participant's Vested Account. For purposes of
this maximum, a Participant's Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B). No

RESTATEMENT JANUARY 1, 2004           53                     ARTICLE V (4-47951)

<PAGE>

collateral other than a portion of the Participant's Vested Account (as limited
above) shall be accepted. The Loan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

         A Participant must obtain the consent of his spouse, if any, to the use
of the Vested Account as security for the loan. Spousal consent shall be
obtained no earlier than the beginning of the 90-day period that ends on the
date on which the loan to be so secured is made. The consent must be in writing,
must acknowledge the effect of the loan, and must be witnessed by a plan
representative or a notary public. Such consent shall thereafter be binding with
respect to the consenting spouse or any subsequent spouse with respect to that
loan. A new consent shall be required if the Vested Account is used for
collateral upon renegotiation, extension, renewal, or other revision of the
loan. No consent shall be required if subparagraph (d) of the ELECTION
PROCEDURES SECTION of Article VI applies.

         If a valid spousal consent has been obtained in accordance with the
above, or spousal consent is not required, then, notwithstanding any other
provision of this Plan, the portion of the Participant's Vested Account used as
a security interest held by the Plan by reason of a loan outstanding to the
Participant shall be taken into account for purposes of determining the amount
of the Vested Account payable at the time of the death or distribution, but only
if the reduction is used as repayment of the loan. If spousal consent is
required and less than 100 percent of the Participant's Vested Account
(determined without regard to the preceding sentence) is payable to the
surviving spouse, then the Vested Account shall be adjusted by first reducing
the Vested Account by the amount of the security used as repayment of the loan,
and then determining the benefit payable to the surviving spouse.

         Each loan shall bear a reasonable fixed rate of interest to be
determined by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
Participants in the matter of interest rates; but loans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.

         The loan shall by its terms require that repayment (principal and
interest) be amortized in level payments, not less frequently than quarterly,
over a period not extending beyond five years from the date of the loan. If the
loan is used to acquire a dwelling unit, which within a reasonable time
(determined at the time the loan is made) will be used as the principal
residence of the Participant, the repayment period may extend beyond five years
from the date of the loan. The period of repayment for any loan shall be arrived
at by mutual agreement between the Loan Administrator and the Participant and if
the loan is for a principal residence, shall not be made for a period longer
than the repayment period consistent with commercial practices.

         The Participant shall make an application for a loan in such manner and
in accordance with such rules as the Employer shall prescribe for this purpose
(including by means of voice response or other electronic means under
circumstances the Employer permits). The application must specify the amount and
duration requested.

         Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will be
able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and credit history of the Participant to determine whether a
loan should be approved.

RESTATEMENT JANUARY 1, 2004           54                     ARTICLE V (4-47951)

<PAGE>

         Each loan shall be fully documented in the form of a promissory note
signed by the Participant for the face amount of the loan, together with
interest determined as specified above.

         There will be an assignment of collateral to the Plan executed at the
time the loan is made.

         In those cases where repayment through payroll deduction is available,
installments are so payable, and a payroll deduction agreement shall be executed
by the Participant at the time the loan is made. Loan repayments that are
accumulated through payroll deduction shall be paid to the Trustee by the
earlier of (i) the date the loan repayments can reasonably be segregated from
the Employer's assets, or (ii) the 15th business day of the month following the
month in which such amounts would otherwise have been paid in cash to the
Participant.

         Where payroll deduction is not available, payments in cash are to be
timely made. Any payment that is not by payroll deduction shall be made payable
to the Employer or the Trustee, as specified in the promissory note, and
delivered to the Loan Administrator, including prepayments, service fees and
penalties, if any, and other amounts due under the note. The Loan Administrator
shall deposit such amounts into the Plan as soon as administratively practicable
after they are received, but in no event later than the 15th business day of the
month after they are received.

         The promissory note may provide for reasonable late payment penalties
and service fees. Any penalties or service fees shall be applied to all
Participants in a nondiscriminatory manner. If the promissory note so provides,
such amounts may be assessed and collected from the Account of the Participant
as part of the loan balance.

         Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.

         The Plan shall suspend loan payments for a period not exceeding one
year during which an approved unpaid leave of absence occurs other than a
military leave of absence. The Loan Administrator shall provide the Participant
a written explanation of the effect of the suspension of payments upon his loan.

         If a Participant separates from service (or takes a leave of absence)
from the Employer because of service in the military and does not receive a
distribution of his Vested Account, the Plan shall suspend loan payments until
the Participant's completion of military service or until the Participant's
fifth anniversary of commencement of military service, if earlier, as permitted
under Code Section 414(u). The Loan Administrator shall provide the Participant
a written explanation of the effect of his military service upon his loan.

         If any payment of principal and interest, or any portion thereof,
remains unpaid for more than 90 days after due, the loan shall be in default.
For purposes of Code Section 72(p), the Participant shall then be treated as
having received a deemed distribution regardless of whether or not a
distributable event has occurred.

         Upon default, the Plan has the right to pursue any remedy available by
law to satisfy the amount due, along with accrued interest, including the right
to enforce its claim against the security pledged and execute upon the
collateral as allowed by law. The entire principal balance whether or not
otherwise then due, along with accrued interest, shall become immediately due
and payable without demand or notice, and subject to collection or satisfaction
by any lawful means, including specifically, but not limited to, the right to
enforce the claim against the security pledged and to execute upon the
collateral as allowed by law.

RESTATEMENT JANUARY 1, 2004           55                     ARTICLE V (4-47951)

<PAGE>

         In the event of default. foreclosure on the note and attachment of
security or use of amounts pledged to satisfy the amount then due shall not
occur until a distributable event occurs in accordance with the Plan, and shall
not occur to an extent greater than the amount then available upon any
distributable event which has occurred under the Plan.

         All reasonable costs and expenses, including but not limited to
attorney's fees, incurred by the Plan in connection with any default or in any
proceeding to enforce any provision of a promissory note or instrument by which
a promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

         If payroll deduction is being utilized, in the event that a
Participant's available payroll deduction amounts in any given month are
insufficient to satisfy the total amount due, there will be an increase in the
amount taken subsequently, sufficient to make up the amount that is then due. If
any amount remains past due more than 90 days, the entire principal amount,
whether or not otherwise then due, along with interest then accrued, shall
become due and payable, as above.

         If no distributable event has occurred under the Plan at the time that
the Participant's Vested Account would otherwise be used under this provision to
pay any amount due under the outstanding loan, this will not occur until the
time, or in excess of the extent to which, a distributable event occurs under
the Plan. An outstanding loan will become due and payable in full 60 days after
a Participant ceases to be an Employee and a party-in-interest as defined in
ERISA or after complete termination of the Plan.

SECTION 5.07--DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.

         The Plan specifically permits distributions to an Alternate Payee under
a qualified domestic relations order as defined in Code Section 414(p) , at any
time, irrespective of whether the Participant has attained his earliest
retirement age, as defined in Code Section 414(p), under the Plan. A
distribution to an Alternate Payee before the Participant has attained his
earliest retirement age is available only if the order specifies that
distribution shall be made prior to the earliest retirement age or allows the
Alternate Payee to elect a distribution prior to the earliest retirement age.

         Nothing in this section shall permit a Participant to receive a
distribution at a time otherwise not permitted under the Plan nor shall it
permit the Alternate Payee to receive a form of payment not permitted under the
Plan.

         The benefit payable to an Alternate Payee shall be subject to the
provisions of the SMALL AMOUNTS SECTION of Article X if the value of the benefit
does not exceed $5,000.

         The Plan Administrator shall establish reasonable procedures to
determine the qualified status of a domestic relations order. Upon receiving a
domestic relations order, the Plan Administrator shall promptly notify the
Participant and the Alternate Payee named in the order, in writing, of the
receipt of the order and the Plan's procedures for determining the qualified
status of the order. Within a reasonable period of time after receiving the
domestic relations order, the Plan Administrator shall determine the qualified
status of the order and shall notify the Participant and each Alternate Payee,
in writing, of its determination. The Plan Administrator shall provide notice
under this paragraph by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with Department of Labor
regulations. The Plan Administrator may treat as qualified any domestic
relations order entered into before January 1, 1985, irrespective of whether it
satisfies all the requirements described in Code Section 414(p).

RESTATEMENT JANUARY 1, 2004           56                     ARTICLE V (4-47951)

<PAGE>

         If any portion of the Participant's Vested Account is payable during
the period the Plan Administrator is making its determination of the qualified
status of the domestic relations order, a separate accounting shall be made of
the amount payable. If the Plan Administrator determines the order is a
qualified domestic relations order within 18 months of the date amounts are
first payable following receipt of the order, the payable amounts shall be
distributed in accordance with the order. If the Plan Administrator does not
make its determination of the qualified status of the order within the 18-month
determination period, the payable amounts shall be distributed in the manner the
Plan would distribute if the order did not exist and the order shall apply
prospectively if the Plan Administrator later determines the order is a
qualified domestic relations order.

         The Plan shall make payments or distributions required under this
section by separate benefit checks or other separate distribution to the
Alternate Payee(s).

         If a domestic relations order divides an Account that is invested in
the Qualifying Employer Securities Fund, and a cash dividend on Qualifying
Employer Securities becomes payable during the period the Plan Administrator is
making its determination of the qualified status of the domestic relations order
then the following will apply:

         (a)      If the division date specified in the order is prior to the
                  ex-date of such dividend, then so much of the dividend that is
                  attributable to the Alternate Payee's share of the investment
                  in the Qualifying Employer Securities Fund shall be deemed to
                  be earnings on the Alternate Payee share. If the Participant
                  has elected to receive the dividend in cash, the Alternate
                  Payee's portion of the dividend shall be drawn from the
                  remaining portion of the Account after payment of the dividend
                  to the Participant.

         (b)      If the division date specified in the order is on or after the
                  ex-date of such dividend, then no portion of the dividend
                  shall be attributed to the Alternate Payee.

RESTATEMENT JANUARY 1, 2004           57                     ARTICLE V (4-47951)

<PAGE>

                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

         Unless an optional form of benefit is selected pursuant to a qualified
election within the election period (see the ELECTION PROCEDURES SECTION of this
article), the automatic form of benefit payable to or on behalf of a Participant
is determined as follows:

         (a)      Retirement Benefits. The automatic form of retirement benefit
                  for a Participant who does not die before his Annuity Starting
                  Date shall be:

                  (1)      The Qualified Joint and Survivor Annuity for a
                           Participant who has a spouse.

                  (2)      The Normal Form for a Participant who does not have a
                           spouse.

         (b)      Death Benefits. The automatic form of death benefit for a
                  Participant who dies before his Annuity Starting Date shall
                  be:

                  (1)      A Qualified Preretirement Survivor Annuity for a
                           Participant who has a spouse to whom he has been
                           continuously married throughout the one-year period
                           ending on the date of his death. The spouse may elect
                           to start receiving the death benefit on any first day
                           of the month on or after the Participant dies and by
                           the date the Participant would have been age 70 1/2.
                           If the spouse dies before benefits start, the
                           Participant's Vested Account, determined as of the
                           date of the spouse's death, shall be paid to the
                           spouse's Beneficiary.

                  (2)      A single-sum payment to the Participant's Beneficiary
                           for a Participant who does not have a spouse who is
                           entitled to a Qualified Preretirement Survivor
                           Annuity.

                  Before a death benefit will be paid on account of the death of
                  a Participant who does not have a spouse who is entitled to a
                  Qualified Preretirement Survivor Annuity, it must be
                  established to the satisfaction of a plan representative that
                  the Participant does not have such a spouse.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION.

         (a)      Retirement Benefits. The optional forms of retirement benefit
                  shall be the following: (i) a straight life annuity; (ii)
                  single life annuities with certain periods of 5, 10 or 15
                  years; (iii) a single life annuity with installment refund;
                  (iv) survivorship life annuities with installment refund and
                  survivorship percentages of 50%, 662/3% or 100%; (v) fixed
                  period annuities for any period of whole months which is not
                  less than 60 and does not exceed the Life Expectancy, as
                  defined in Article VII, of the Participant where the Life
                  Expectancy is not recalculated; and (vi) a full flexibility
                  option. A single sum payment is also available. That portion
                  of a Participant's Account which is held in the Qualifying
                  Employer Securities Fund may be distributed in kind.

                  The full flexibility option is an optional form of benefit
                  under which the Participant receives a distribution each
                  calendar year, beginning with the calendar year in which his
                  Annuity Starting

RESTATEMENT JANUARY 1, 2004           58                    ARTICLE VI (4-47951)

<PAGE>

                  Date occurs. The Participant may elect the amount to be
                  distributed each year (not less than $1,000). The amount
                  payable in his first Distribution Calendar Year, as defined in
                  Article VII, must satisfy the minimum distribution
                  requirements of Article VII for such year. Distributions for
                  later Distribution Calendar Years, as defined in Article VII,
                  must satisfy the minimum distribution requirements of Article
                  VII for such years. If the Participant's Annuity Starting Date
                  does not occur until his second Distribution Calendar Year, as
                  defined in Article VII, the amount payable for such year must
                  satisfy the minimum distribution requirements of Article VII
                  for both the first and second Distribution Calendar Years, as
                  defined in Article VII.

                  If the Plan is amended to eliminate or restrict an optional
                  form of distribution and the Plan provides a single sum
                  distribution form that is otherwise identical to the optional
                  form of distribution eliminated or restricted, the amendment
                  shall not apply to any distribution with an Annuity Starting
                  Date earlier than the first day of the second Plan Year
                  following the Plan Year in which the amendment is adopted.

                  Election of an optional form is subject to the qualified
                  election provisions of the ELECTION PROCEDURES SECTION of this
                  article and the distribution requirements of Article VII.

                  Any annuity contract distributed shall be nontransferable. The
                  terms of any annuity contract purchased and distributed by the
                  Plan to a Participant or spouse shall comply with the
                  requirements of this Plan.

         (b)      Death Benefits. The optional forms of death benefit are a
                  single-sum payment and any annuity that is an optional form of
                  retirement benefit. However. the full flexibility option shall
                  not be available if the Beneficiary is not the spouse of the
                  deceased Participant.

                  Election of an optional form is subject to the qualified
                  election provisions of the ELECTION PROCEDURES SECTION of this
                  article and the distribution requirements of Article VII.

SECTION 6.03--ELECTION PROCEDURES.

         The Participant, Beneficiary, or spouse shall make any election under
this section in writing. The Plan Administrator may require such individual to
complete and sign any necessary documents as to the provisions to be made. Any
election permitted under (a) and (b) below shall be subject to the qualified
election provisions of (c) below.

         (a)      Retirement Benefits. A Participant may elect his Beneficiary
                  or Contingent Annuitant and may elect to have retirement
                  benefits distributed under any of the optional forms of
                  retirement benefit available in the OPTIONAL FORMS OF
                  DISTRIBUTIONS SECTION of this article.

         (b)      Death Benefits. A Participant may elect his Beneficiary and
                  may elect to have death benefits distributed under any of the
                  optional forms of death benefit available in the OPTIONAL
                  FORMS OF DISTRIBUTION SECTION of this article.

                  If the Participant has not elected an optional form of
                  distribution for the death benefit payable to his Beneficiary,
                  the Beneficiary may, for his own benefit, elect the form of
                  distribution, in like manner as a Participant.

RESTATEMENT JANUARY 1, 2004           59                    ARTICLE VI (4-47951)

<PAGE>

                  The Participant may waive the Qualified Preretirement Survivor
                  Annuity by naming someone other than his spouse as
                  Beneficiary.

                  In lieu of the Qualified Preretirement Survivor Annuity
                  described in the AUTOMATIC FORMS OF DISTRIBUTION SECTION of
                  this article, the spouse may, for his own benefit, waive the
                  Qualified Preretirement Survivor Annuity by electing to have
                  the benefit distributed under any of the optional forms of
                  death benefit available in the OPTIONAL FORMS OF DISTRIBUTION
                  SECTION of this article.

         (c)      QUALIFIED ELECTION. The Participant, Beneficiary or spouse may
                  make an election at any time during the election period. The
                  Participant, Beneficiary, or spouse may revoke the election
                  made (or make a new election) at any time and any number of
                  times during the election period. An election is effective
                  only if it meets the consent requirements below.

                  (1)      ELECTION PERIOD FOR RETIREMENT BENEFITS. The election
                           period as to retirement benefits is the 90-day period
                           ending on the Annuity Starting Date. An election to
                           waive the Qualified Joint and Survivor Annuity may
                           not be made before the date the Participant is
                           provided with the notice of the ability to waive the
                           Qualified Joint and Survivor Annuity. If the
                           Participant elects a full flexibility option, he may
                           revoke his election at any time before his first
                           Distribution Calendar Year, as defined in Article
                           VII. When he elects to have benefits begin again, he
                           shall have a new Annuity Starting Date. His election
                           period for this election is the 90-day period ending
                           on the Annuity Starting Date for the optional form of
                           retirement benefit elected.

                  (2)      ELECTION PERIOD FOR DEATH BENEFITS. A Participant may
                           make an election as to death benefits at any time
                           before he dies. The spouse's election period begins
                           on the date the Participant dies and ends on the date
                           benefits begin. The Beneficiary's election period
                           begins on the date the Participant dies and ends on
                           the date benefits begin.

                           An election to waive the Qualified Preretirement
                           Survivor Annuity may not be made by the Participant
                           before the date he is provided with the notice of the
                           ability to waive the Qualified Preretirement Survivor
                           Annuity. A Participant's election to waive the
                           Qualified Preretirement Survivor Annuity which is
                           made before the first day of the Plan Year in which
                           he reaches age 35 shall become invalid on such date.
                           An election made by a Participant after he ceases to
                           be an Employee will not become invalid on the first
                           day of the Plan Year in which he reaches age 35 with
                           respect to death benefits from that part of his
                           Account resulting from Contributions made before he
                           ceased to be an Employee.

                  (3)      CONSENT TO ELECTION. If the Participant's Vested
                           Account exceeds $5,000, any benefit which is (i)
                           immediately distributable or (ii) payable in a form
                           other than a Qualified Joint and Survivor Annuity or
                           a Qualified Preretirement Survivor Annuity, requires
                           the consent of the Participant and the Participant's
                           spouse (or where either the Participant or the spouse
                           has died, the survivor). Such consent shall also be
                           required if the Participant had previously had an
                           Annuity Starting Date with respect to any portion of
                           such Vested Account.

                           The consent of the Participant or spouse to a benefit
                           which is immediately distributable must not be made
                           before the date the Participant or spouse is provided
                           with the notice of the ability to defer the
                           distribution. Such consent shall be made in writing.

RESTATEMENT JANUARY 1, 2004           60                    ARTICLE VI (4-47951)

<PAGE>

                           The consent shall not be made more than 90 days
                           before the Annuity Starting Date. Spousal consent is
                           not required for a benefit which is immediately
                           distributable in a Qualified Joint and Survivor
                           Annuity. Furthermore, if spousal consent is not
                           required because the Participant is electing an
                           optional form of retirement benefit that is not a
                           life annuity pursuant to (d) below, only the
                           Participant need consent to the distribution of a
                           benefit payable in a form that is not a life annuity
                           and which is immediately distributable. Neither the
                           consent of the Participant nor the Participant's
                           spouse shall be required to the extent that a
                           distribution is required to satisfy Code Section 401
                           (a)(9) or Code Section 415.

                           In addition, upon termination of this Plan, if the
                           Plan does not offer an annuity option (purchased from
                           a commercial provider), and if the Employer (or any
                           entity within the same Controlled Group) does not
                           maintain another defined contribution plan (other
                           than an employee stock ownership plan as defined in
                           Code Section 4975(e)(7)), the Participant's Account
                           balance will, without the Participant's consent, be
                           distributed to the Participant. However, if any
                           entity within the same Controlled Group maintains
                           another defined contribution plan (other than an
                           employee stock ownership plan as defined in Code
                           Section 4975(e)(7)) then the Participant's Account
                           will be transferred, without the Participant's
                           consent, to the other plan if the Participant does
                           not consent to an immediate distribution.

                           A benefit is immediately distributable if any part of
                           the benefit could be distributed to the Participant
                           (or surviving spouse) before the Participant attains
                           (or would have attained if not deceased) the older of
                           Normal Retirement Age or age 62.

                           If the Qualified Joint and Survivor Annuity is
                           waived, the spouse has the right to limit consent
                           only to a specific Beneficiary or a specific form of
                           benefit. The spouse can relinquish one or both such
                           rights. Such consent shall be made in writing. The
                           consent shall not be made more than 90 days before
                           the Annuity Starting Date. If the Qualified
                           Preretirement Survivor Annuity is waived, the spouse
                           has the right to limit consent only to a specific
                           Beneficiary. Such consent shall be in writing. The
                           spouse's consent shall be witnessed by a plan
                           representative or notary public. The spouse's consent
                           must acknowledge the effect of the election,
                           including that the spouse had the right to limit
                           consent only to a specific Beneficiary or a specific
                           form of benefit, if applicable, and that the
                           relinquishment of one or both such rights was
                           voluntary. Unless the consent of the spouse expressly
                           permits designations by the Participant without a
                           requirement of further consent by the spouse, the
                           spouse's consent must be limited to the form of
                           benefit, if applicable, and the Beneficiary
                           (including any Contingent Annuitant), class of
                           Beneficiaries, or contingent Beneficiary named in the
                           election.

                           Spousal consent is not required, however, if the
                           Participant establishes to the satisfaction of the
                           plan representative that the consent of the spouse
                           cannot be obtained because there is no spouse or the
                           spouse cannot be located. A spouse's consent under
                           this paragraph shall not be valid with respect to any
                           other spouse. A Participant may revoke a prior
                           election without the consent of the spouse. Any new
                           election will require a new spousal consent, unless
                           the consent of the spouse expressly permits such
                           election by the Participant without further consent
                           by the spouse. A spouse's consent may be revoked at
                           any time within the Participant's election period.

RESTATEMENT JANUARY 1, 2004           61                    ARTICLE VI (4-47951)

<PAGE>

         (d)      Special Rule for Profit Sharing Plans. This subparagraph (d)
                  applies if the Plan is not a direct or indirect transferee
                  after December 31, 1984, of a defined benefit plan, money
                  purchase plan, target benefit plan, stock bonus plan, or
                  profit sharing plan which is subject to the survivor annuity
                  requirements of Code Sections 401(a)(11) and 417. If the
                  above condition is met, spousal consent is not required for
                  electing an optional form of retirement benefit that is not a
                  life annuity. If such condition is not met, such consent
                  requirements shall be operative.

         (e)      Dividend Distributions. Cash dividends that are available to a
                  Participant, Beneficiary or Alternate Payee shall not be
                  subject to the distribution form and notice requirements of
                  this Article. If a Participant, Beneficiary or Alternate Payee
                  elects to receive such dividends, such dividends shall be
                  payable in a lump-sum (and only a lump-sum) in cash, and are
                  payable without regard to any notice and consent otherwise
                  required under the Plan.

SECTION 6.04--NOTICE REQUIREMENTS.

         (a)      Optional Forms of Retirement Benefit and Right to Defer. The
                  Plan Administrator shall furnish to the Participant and the
                  Participant's spouse a written explanation of the optional
                  forms of retirement benefit in the OPTIONAL FORMS OF
                  DISTRIBUTION SECTION of this article, including the material
                  features and relative values of these options, in a manner
                  that would satisfy the notice requirements of Code Section
                  417(a)(3) and the right of the Participant and the
                  Participant's spouse to defer distribution until the benefit
                  is no longer immediately distributable.

                  The Plan Administrator shall furnish the written explanation
                  by a method reasonably calculated to reach the attention of
                  the Participant and the Participant's spouse no less than 30
                  days, and no more than 90 days, before the Annuity Starting
                  Date.

                  The Participant (and spouse, if applicable) may waive the
                  30-day election period if the distribution of the elected form
                  of retirement benefit begins more than 7 days after the Plan
                  Administrator provides the Participant (and spouse, if
                  applicable) the written explanation provided that: (i) the
                  Participant has been provided with information that clearly
                  indicates that the Participant has at least 30 days to
                  consider the decision of whether or not to elect a
                  distribution and a particular distribution option, (ii) the
                  Participant is permitted to revoke any affirmative
                  distribution election at least until the Annuity Starting Date
                  or, if later, at any time prior to the expiration of the 7-day
                  period that begins the day after the explanation is provided
                  to the Participant, and (iii) the Annuity Starting Date is a
                  date after the date that the written explanation was provided
                  to the Participant.

         (b)      Qualified Joint and Survivor Annuity. The Plan Administrator
                  shall furnish to the Participant a written explanation of the
                  following: the terms and conditions of the Qualified Joint and
                  Survivor Annuity; the Participant's right to make, and the
                  effect of, an election to waive the Qualified Joint and
                  Survivor Annuity; the rights of the Participant's spouse; and
                  the right to revoke an election and the effect of such a
                  revocation.

                  The Plan Administrator shall furnish the written explanation
                  by a method reasonably calculated to reach the attention of
                  the Participant no less than 30 days, and no more than 90
                  days, before the Annuity Starting Date.

                  The Participant (and spouse, if applicable) may waive the
                  3O-day election period if the distribution of the elected form
                  of retirement benefit begins more than 7 days after the Plan
                  Administrator

RESTATEMENT JANUARY 1, 2004           62                    ARTICLE VI (4-47951)

<PAGE>

                  provides the Participant (and spouse, if applicable) the
                  written explanation provided that: (i) the Participant has
                  been provided with information that clearly indicates that the
                  Participant has at least 30 days to consider whether to waive
                  the Qualified Joint and Survivor Annuity and elect (with
                  spousal consent, if applicable) a form of distribution other
                  than a Qualified Joint and Survivor Annuity, (ii) the
                  Participant is permitted to revoke any affirmative
                  distribution election at least until the Annuity Starting Date
                  or, if later, at any time prior to the expiration of the 7-day
                  period that begins the day after the explanation of the
                  Qualified Joint and Survivor Annuity is provided to the
                  Participant, and (iii) the Annuity Starting Date is a date
                  after the date that the written explanation was provided to
                  the Participant.

                  After the written explanation is given, a Participant or
                  spouse may make a written request for additional information.
                  The written explanation must be personally delivered or mailed
                  (first class mail, postage prepaid) to the Participant or
                  spouse within 30 days from the date of the written request.
                  The Plan Administrator does not need to comply with more than
                  one such request by a Participant or spouse.

                  The Plan Administrator's explanation shall be written in
                  nontechnical language and will explain the terms and
                  conditions of the Qualified Joint and Survivor Annuity and the
                  financial effect upon the Participant's benefit (in terms of
                  dollars per benefit payment) of electing not to have benefits
                  distributed in accordance with the Qualified Joint and
                  Survivor Annuity.

         (c)      Qualified Preretirement Survivor Annuity. The Plan
                  Administrator shall furnish to the Participant a written
                  explanation of the following: the terms and conditions of the
                  Qualified Preretirement Survivor Annuity; the Participant's
                  right to make, and the effect of, an election to waive the
                  Qualified Preretirement Survivor Annuity; the rights of the
                  Participant's spouse; and the right to revoke an election and
                  the effect of such a revocation.

                  The Plan Administrator shall furnish the written explanation
                  by a method reasonably calculated to reach the attention of
                  the Participant within the applicable period. The applicable
                  period for a Participant is whichever of the following periods
                  ends last:

                  (1)      the period beginning one year before the date the
                           individual becomes a Participant and ending one year
                           after such date; or

                  (2)      the period beginning one year before the date the
                           Participant's spouse is first entitled to a Qualified
                           Preretirement Survivor Annuity and ending one year
                           after such date.

                  If such notice is given before the period beginning with the
                  first day of the Plan Year in which the Participant attains
                  age 32 and ending with the close of the Plan Year preceding
                  the Plan Year in which the Participant attains age 35, an
                  additional notice shall be given within such period. If a
                  Participant ceases to be an Employee before attaining age 35,
                  an additional notice shall be given within the period
                  beginning one year before the date he ceases to be an Employee
                  and ending one year after such date.

                  After the written explanation is given, a Participant or
                  spouse may make a written request for additional information.
                  The written explanation must be personally delivered or mailed
                  (first class mail, postage prepaid) to the Participant or
                  spouse within 30 days from the date of the written

RESTATEMENT JANUARY 1, 2004           63                    ARTICLE VI (4-47951)

<PAGE>

                  request. The Plan Administrator does not need to comply with
                  more than one such request by a Participant or spouse.

                  The Plan Administrator's explanation shall be written in
                  nontechnical language and will explain the terms and
                  conditions of the Qualified Preretirement Survivor Annuity and
                  the financial effect upon the spouse's benefit (in terms of
                  dollars per benefit payment) of electing not to have benefits
                  distributed in accordance with the Qualified Preretirement
                  Survivor Annuity.

SECTION 6.05--FORM OF DISTRIBUTION FROM ESOP CONTRIBUTION ACCOUNT.

         Notwithstanding any provision of this Article VI to the contrary,
distributions from a Participant's Vested Account that is then invested in the
Qualifying Employer Securities Fund shall be governed by this Section 6.05 and
Section 6.06.

         (a)      Distribution in Cash. The part of a Participant's Vested
                  Account invested in the Qualifying Employer Securities Fund
                  will be distributed in cash unless the Participant
                  affirmatively elects under paragraph (b) below to receive the
                  distribution in the form of Qualifying Employer Securities
                  with cash in lieu of fractional shares. The cash value of
                  Qualifying Employer Securities shall be equal to the fair
                  market value of such stock determined as of the last Valuation
                  Date prior to the date of distribution.

         (b)      Distribution in Qualifying Employer Securities. A Participant
                  may elect to have the part of the Participant's Vested Account
                  that is invested in the Qualifying Employer Securities Fund
                  distributed in the form of Qualifying Employer Securities with
                  cash in lieu of fractional shares. A Participant, Beneficiary
                  or Alternate Payee can elect to receive all of his Vested
                  Account in the form of Qualifying Employer Securities by
                  electing to transfer amounts to the Qualifying Employer
                  Securities Fund prior to distribution from the Plan.

SECTION 6.06--PUT OPTION.

         If shares of Qualifying Employer Securities are distributed from the
fund, and if such shares are not publicly traded when distributed or are subject
to a trading limitation when distributed, then such shares shall be subject to
an initial and second put option as follows:

         (a)      The put option shall be exercisable by the distributee
                  (whether the Participant or a Beneficiary), any person to whom
                  shares of Qualifying Employer Securities have passed by gift
                  from the distributee, or any person (including an estate or
                  the distributee from an estate) to whom the shares of
                  Qualifying Employer Securities passed upon the death of the
                  distributee (hereinafter referred to as the "holder").

         (b)      The initial put option must be exercised during the 60-day
                  period which begins on the date the shares of Qualifying
                  Employer Securities are distributed from the fund. If not
                  exercised during that period, the initial put option shall
                  lapse.

         (c)      As soon as is reasonably practicable following the last day of
                  the Plan Year in which the initial 60-day period expires, the
                  Employer shall notify all of the non-electing holders of the
                  valuation of such Qualifying Employer Securities as of the
                  most recent Valuation Date. During the 60-day

RESTATEMENT JANUARY 1, 2004           64                    ARTICLE VI (4-47951)

<PAGE>

                  period following the receipt of such valuation notice, any
                  such non-electing holder shall have a second put option.

         (d)      The period during which the put option is exercisable shall
                  not include any time when a holder is unable to exercise the
                  put option because the Employer is prohibited from honoring
                  the put option by federal or state law. If the shares of
                  Qualifying Employer Securities are publicly traded without
                  restriction when distributed but cease to be traded within
                  either of the 60-day periods described herein after
                  distribution, the Employer must notify each holder in writing
                  on or before the tenth day after the date the shares cease to
                  be so traded that for the remainder of the applicable 60-day
                  period the shares are subject to a put option. The number of
                  days between such tenth day and the date on which notice is
                  actually given, if later than the tenth day, must be added to
                  the duration of the put option. The notice must inform the
                  holders of the terms of the put option.

         (e)      The put option may be exercised by written notice of exercise
                  to the Employer or its designee made on such form and in
                  accordance with such rules as may be prescribed for this
                  purpose by the Plan Administrator.

         (f)      Upon receipt of such notice, the Employer shall tender to the
                  holder the fair market value of (f) Qualifying Employer
                  Securities (as determined under Sections 4.01 A(e) and (f))
                  for such shares.

                  (i)      If the Qualifying Employer Securities were
                           distributed in a total distribution then the Employer
                           may pay either in a lump sum or substantially equal
                           installments (bearing a reasonable rate of interest
                           and providing adequate security to the holder) over a
                           period beginning within 30 days following the date
                           the put option is exercised and ending not more than
                           five years after the date the put option is
                           exercised.

                  (ii)     If the Qualifying Employer Securities were not
                           distributed in a total distribution then the Employer
                           must pay the holder in a single lump sum payment.

                  (iii)    If payment is made in installments, the Employer
                           shall, within 30 days of the date the holder
                           exercises the put option, give the holder a
                           promissory note for the full unpaid balance of the
                           options price. Such note shall, at a minimum, provide
                           adequate security, state a rate of interest
                           reasonable under the circumstances (but at least
                           equal to the imputed compound rate in effect as of
                           the exercise date pursuant to the regulations
                           promulgated under Code Sections 483 or 1274,
                           whichever shall be applicable) and provide that the
                           full amount of such note shall accelerate and become
                           due immediately in the event that the Employer
                           defaults in the payment of a scheduled payment.

         (g)      The Plan Fund is not bound to purchase shares of Qualifying
                  Employer Securities pursuant to the put option, but the
                  Employer may direct the Trustee to cause the Plan Fund to
                  assume the Employer's rights and obligations to acquire shares
                  of Qualifying Employer Securities under the put option.

         (h)      A "trading limitation" for this purpose means a restriction
                  under any federal or state securities law or under any
                  agreement affecting the shares that would make the shares not
                  as freely tradable as shares not subject to such restriction.

RESTATEMENT JANUARY 1, 2004           65                    ARTICLE VI (4-47951)

<PAGE>

         (i)      A "total distribution" for this purpose means a distribution
                  to a Participant or Beneficiary within one taxable year of
                  such recipient to the entire balance to the credit of the
                  Participant.

RESTATEMENT JANUARY 1, 2004           66                    ARTICLE VI (4-47951)

<PAGE>

                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

SECTION 7.01--APPLICATION

         The optional forms of distribution are only those provided in Article
VI. An optional form of distribution shall not be permitted unless it meets the
requirements of this article. The timing of any distribution must meet the
requirements of this article.

SECTION 7.02--DEFINITIONS.

         For purposes of this article, the following terms are defined:

         Applicable Life Expectancy means Life Expectancy (or Joint and Last
         Survivor Expectancy) calculated using the attained age of the
         Participant (or Designated Beneficiary) as of the Participant's (or
         Designated Beneficiary's) birthday in the applicable calendar year
         reduced by one for each calendar year which has elapsed since the date
         Life Expectancy was first calculated. If Life Expectancy is being
         recalculated, the Applicable Life Expectancy shall be the Life
         Expectancy so recalculated. The applicable calendar year shall be the
         first Distribution Calendar Year, and if Life Expectancy is being
         recalculated, such succeeding calendar year.

         Designated Beneficiary means the individual who is designated as the
         beneficiary under the Plan in accordance with Code Section 401(a)(9)
         and the regulations thereunder.

         Distribution Calendar Year means a calendar year for which a minimum
         distribution is required. For distributions beginning before the
         Participant's death, the first Distribution Calendar Year is the
         calendar year immediately preceding the calendar year which contains
         the Participant's Required Beginning Date. For distributions beginning
         after the Participant's death, the first Distribution Calendar Year is
         the calendar year in which distributions are required to begin pursuant
         to (e) of the DISTRIBUTION REQUIREMENTS SECTION of this article.

         5-percent Owner means a 5-percent owner as defined in Code Section 416.
         A Participant is treated as a 5-percent Owner for purposes of this
         article if such Participant is a 5-percent Owner at any time during the
         Plan Year ending with or within the calendar year in which such owner
         attains age 70 1/2.

         In addition, a Participant is treated as a 5-percent Owner for purposes
         of this article if such Participant becomes a 5-percent Owner In a
         later Man Year. Such Participant's Required Beginning Date shall
         not be later than the April 1 of the calendar year following the
         calendar year in which such later Plan Year ends.

         Once distributions have begun to a 5-percent Owner under this article,
         they must continue to be distributed, even if the Participant ceases to
         be a 5-percent Owner in a subsequent year.

         Joint and Last Survivor Expectancy means joint and last survivor
         expectancy computed using the expected return multiples in Table VI of
         section 1.72-9 of the Income Tax Regulations.

RESTATEMENT JANUARY 1, 2004           67                   ARTICLE VII (4-47951)

<PAGE>

         Unless otherwise elected by the Participant by the time distributions
         are required to begin, life expectancies shall be recalculated
         annually. Such election shall be irrevocable as to the Participant and
         shall apply to all subsequent years. The life expectancy of a nonspouse
         Beneficiary may not be recalculated.

         Life Expectancy means life expectancy computed using the expected
         return multiples in Table V of section 1.72-9 of the Income Tax
         Regulations.

         Unless otherwise elected by the Participant (or spouse, in the case of
         distributions described in (e)(2)(ii) of the DISTRIBUTION REQUIREMENTS
         SECTION of this article) by the time distributions are required to
         begin, life expectancy shall be recalculated annually. Such election
         shall be irrevocable as to the Participant (or spouse) and shall apply
         to all subsequent years. The life expectancy of a nonspouse Beneficiary
         may not be recalculated.

         Participant's Benefit means'

         (a)      The Account balance as of the last Valuation Date in the
                  calendar year immediately preceding the Distribution Calendar
                  Year (valuation calendar year) increased by the amount of any
                  contributions or forfeitures allocated to the Account balance
                  as of the dates in the valuation calendar year after the
                  Valuation Date and decreased by distributions made in the
                  valuation calendar year after the Valuation Date.

         (b)      Exception for Second Distribution Calendar Year. For purposes
                  of (a) above, if any portion of the minimum distribution for
                  the first Distribution Calendar Year is made in the second
                  Distribution Calendar Year on or before the Required Beginning
                  Date, the amount of the minimum distribution made in the
                  second Distribution Calendar Year shall be treated as if it
                  had been made in the immediately preceding Distribution
                  Calendar Year.

         Required Beginning Date means, for a Participant who is a 5-percent
         Owner, the April 1 of the calendar year following the calendar year in
         which he attains age 70 1/2.

         Required Beginning Date means, for any Participant who is not a
         5-percent Owner, the April 1 of the calendar year following the later
         of the calendar year in which he attains age 70 1/2 or the calendar
         year in which he retires.

         The preretirement age 70 1/2 distribution option is only eliminated
         with respect to Participants who reach age 70 1/2 in or after a
         calendar year that begins after the later of December 31, 1998, or the
         adoption date of the amendment which eliminated such option. The
         preretirement age 70 1/2 distribution is an optional form of benefit
         under which benefits payable in a particular distribution form
         (including any modifications that may be elected after benefits begin)
         begin at a time during the period that begins on or after January 1 of
         the calendar year in which the Participant attains age 70 1/2 and ends
         April 1 of the immediately following calendar year.

         The options available for Participants who are not 5-percent Owners and
         attained age 70 1/2 in calendar years before the calendar year that
         begins after the later of December 31, 1998, or the adoption date of
         the amendment which eliminated the preretirement age 70 1/2
         distribution shall be the following. Any such Participant attaining age
         70 1/2 in years after 1995 may elect by April 1 of the calendar year
         following the calendar year in which he attained age 70 1/2 (or by
         December 31,

RESTATEMENT JANUARY 1, 2004           68                   ARTICLE VII (4-47951)

<PAGE>

         1997 in the case of a Participant attaining age 70 1/2 in 1996) to
         defer distributions until the calendar year following the calendar year
         in which he retires. Any such Participant attaining age 70 1/2 in years
         prior to 1997 may elect to stop distributions which are not purchased
         annuities and recommence by the April 1 of the calendar year following
         the year in which he retires. There shall be a new Annuity Starting
         Date upon recommencement.

SECTION 7.03--DISTRIBUTION REQUIREMENTS.

         (a)      General Rules.

                  (1)      Subject to the AUTOMATIC FORMS OF DISTRIBUTION
                           SECTION of Article VI, joint and survivor annuity
                           requirements, the requirements of this article shall
                           apply to any distribution of a Participant's interest
                           and shall take precedence over any inconsistent
                           provisions of this Plan. Unless otherwise specified,
                           the provisions of this article apply to calendar
                           years beginning after December 31, 1984.

                  (2)      All distributions required under this article shall
                           be determined and made in accordance with the
                           proposed regulations under Code Section 401(a)(9),
                           including the minimum distribution incidental benefit
                           requirement of section 1.401(a)(9)-2 of the proposed
                           regulations.

                  (3)      With respect to distributions under the Plan made on
                           or after June 14, 2001, for calendar years beginning
                           on or after January 1, 2001, the Plan will apply the
                           minimum distribution requirements of Code Section 401
                           (a)(9) in accordance with the regulations under Code
                           Section 401(a)(9) that were proposed on January 17,
                           2001 (the 2001 Proposed Regulations), notwithstanding
                           any provision of the Plan to the contrary. If the
                           total amount of required minimum distributions made
                           to a Participant for 2001 prior to June 14, 2001, are
                           equal to or greater than the amount of required
                           minimum distributions determined under the 2001
                           Proposed Regulations, then no additional
                           distributions are required for such Participant for
                           2001 on or after such date. If the total amount of
                           required minimum distributions made to a Participant
                           for 2001 prior to June 14, 2001 , are less than the
                           amount determined under the 2001 Proposed
                           Regulations, then the amount of required minimum
                           distributions for 2001 on or after such date will be
                           determined so that the total amount of required
                           minimum distributions for 2001 is the amount
                           determined under the 2001 Proposed Regulations. These
                           provisions shall continue in effect until the last
                           calendar year beginning before the effective date of
                           final regulations under Code Section 401(a)(9) or
                           such other date as may be published by the Internal
                           Revenue Service.

         (b)      Required Beginning Date. The entire interest of a Participant
                  must be distributed or begin to be distributed no later than
                  the Participant's Required Beginning Date.

         (c)      Limits on Distribution Periods. As of the first Distribution
                  Calendar Year, distributions, if not made in a single sum, may
                  only be made over one of the following periods (or combination
                  thereof:

                  (1)      the life of the Participant.

                  (2)      the life of the Participant and a Designated
                           Beneficiary,

RESTATEMENT JANUARY 1, 2004           69                   ARTICLE VII (4-47951)

<PAGE>

                  (3)      a period certain not extending beyond the Life
                           Expectancy of the Participant, or

                  (4)      a period certain not extending beyond the Joint and
                           Last Survivor Expectancy of the Participant and a
                           Designated Beneficiary.

         (d)      Determination of Amount to be Distributed Each Year .If the
                  Participant's interest is to be distributed in other than a
                  single sum, the following minimum distribution rules shall
                  apply on or after the Required Beginning Date:

                  (1)      Individual Account:

                           (i)      If a Participant's Benefit is to be
                                    distributed over

                                    A.       a period not extending beyond the
                                             Life Expectancy of the Participant
                                             or the Joint Life and Last Survivor
                                             Expectancy of the Participant and
                                             the Participant's Designated
                                             Beneficiary, or

                                    B.       a period not extending beyond the
                                             Life Expectancy of the Designated
                                             Beneficiary,

                                    the amount required to be distributed for
                                    each calendar year beginning with the
                                    distributions for the first Distribution
                                    Calendar Year, must be at least equal to the
                                    quotient obtained by dividing the
                                    Participant's Benefit by the Applicable Life
                                    Expectancy.

                           (ii)     For calendar years beginning before January
                                    1, 1989, if the Participant's spouse is not
                                    the Designated Beneficiary, the method of
                                    distribution selected must assure that at
                                    least 50 percent of the present value of the
                                    amount available for distribution is paid
                                    within the Life Expectancy of the
                                    Participant.

                           (iii)    For calendar years beginning after December
                                    31, 1988, the amount to be distributed each
                                    year, beginning with distributions for the
                                    first Distribution Calendar Year shall not
                                    be less than the quotient obtained by
                                    dividing the Participant's Benefit by the
                                    lesser of:

                                    A.       the Applicable Life Expectancy, or

                                    B.       if the Participant's spouse is not
                                             the Designated Beneficiary, the
                                             applicable divisor determined from
                                             the table set forth in Q&A-4 of
                                             section 1.401(a)(9)-2 of the
                                             proposed regulations.

                                    Distributions after the death of the
                                    Participant shall be distributed using the
                                    Applicable Life Expectancy in (1)(i) above
                                    as the relevant divisor without regard to
                                    section 1.401(a)(9)-2 of the proposed
                                    regulations.

                           (iv)     The minimum distribution required for the
                                    Participant's first Distribution Calendar
                                    Year must be made on or before the
                                    Participant's Required Beginning Date. The
                                    minimum distribution for other calendar
                                    years, including the minimum distribution
                                    for

RESTATEMENT JANUARY 1, 2004           70                   ARTICLE VII (4-47951)

<PAGE>

                                    the Distribution Calendar Year in which the
                                    Participant's Required Beginning Date
                                    occurs, must be made on or before December
                                    31 of that Distribution Calendar Year.

                  (2)      Other Forms. If the Participant's Benefit is
                           distributed in the form of an annuity purchased from
                           an insurance company, distributions thereunder shall
                           be made in accordance with the requirements of Code
                           Section 401(a)(9) and the proposed regulations
                           thereunder.

         (e)      Death Distribution Provisions

                  (1)      Distribution Beginning Before Death. If the
                           Participant dies after distribution of his interest
                           has begun, the remaining portion of such interest
                           will continue to be distributed at least as rapidly
                           as under the method of distribution being used prior
                           to the Participant's death.

                  (2)      Distribution Beginning After Death.

                           (i)      If the Participant dies before distribution
                                    of his interest begins, distribution of the
                                    Participant's entire interest shall be
                                    completed by December 31 of the calendar
                                    year containing the fifth anniversary of the
                                    Participant's death except to the extent
                                    that an election is made to receive
                                    distributions in accordance with A or B
                                    below:

                                    A.       if any portion of the Participant's
                                             interest is payable to a Designated
                                             Beneficiary, distributions may be
                                             made over the life or over a period
                                             certain not greater than the Life
                                             Expectancy of the Designated
                                             Beneficiary beginning on or before
                                             December 31 of the calendar year
                                             immediately following the calendar
                                             year in which the Participant died;

                                    B.       if the Designated Beneficiary is
                                             the Participant's surviving spouse,
                                             the date distributions are required
                                             to begin in accordance with A above
                                             shall not be earlier than the later
                                             of:

                                             1.       December 31 of the
                                                      calendar year immediately
                                                      following the calendar
                                                      year in which the
                                                      Participant died, or

                                             2.       December 31 of the
                                                      calendar year in which the
                                                      Participant would have
                                                      attained age 70 1/2.

                           (ii)     If the Participant has not made an election
                                    pursuant to this (e)(2) by the time of his
                                    death, the Participant's Designated
                                    Beneficiary must elect the method of
                                    distribution no later than the earlier of:

                                    A.       December 31 of the calendar year in
                                             which distributions would be
                                             required to begin under this
                                             subparagraph, or

                                    B.       December 31 of the calendar year
                                             which contains the fifth
                                             anniversary of the date of death of
                                             the Participant.

                           (iii)    If the Participant has no Designated
                                    Beneficiary, or if the Designated
                                    Beneficiary does not elect a method of
                                    distribution, distribution of the
                                    Participant's entire interest

RESTATEMENT JANUARY 1, 2004           71                   ARTICLE VII (4-47951)

<PAGE>

                                    must be completed by December 31 of the
                                    calendar year containing the fifth
                                    anniversary of the Participant's death.

                  (3)      For purposes of (e)(2) above, if the surviving spouse
                           dies after the Participant, but before payments to
                           such spouse begin, the provisions of (e)(2) above,
                           with the exception of (e)(2)(i)(B) therein, shall be
                           applied as if the surviving spouse were the
                           Participant.

                  (4)      For purposes of this (e), distribution of a
                           Participant's interest is considered to begin on the
                           Participant's Required Beginning Date (or if (e)(3)
                           above is applicable, the date distribution is
                           required to begin to the surviving spouse pursuant to
                           (e)(2) above). If distribution in the form of an
                           annuity irrevocably begins to the Participant before
                           the Required Beginning Date, the date distribution is
                           considered to begin is the date distribution actually
                           begins.

RESTATEMENT JANUARY 1, 2004           72                   ARTICLE VII (4-47951)

<PAGE>

                                  ARTICLE VIII

                             TERMINATION OF THE PLAN

         The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions
constitutes complete termination of the Plan.

         The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of the Plan. The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial termination of
the Plan. The Participant's Account shall continue to participate in the
earnings credited, expenses charged, and any appreciation or depreciation of the
Investment Fund until his Vested Account is distributed.

         A Participant's Account which does not result from the Contributions
listed below may be distributed to the Participant after the effective date of
the complete termination of the Plan:

         Elective Deferral Contributions

A Participant's Account resulting from such Contributions may be distributed
upon complete termination of the Plan, but only if neither the Employer nor any
Controlled Group member maintain or establish a successor defined contribution
plan (other than an employer stock ownership plan as defined in Code Section
4975(e)(7), a simplified employee pension plan as defined in Code Section 408(k)
or a SIMPLE IRA plan as defined in Code Section 408(p)) and such distribution is
made in a lump sum. A distribution under this article shall be a retirement
benefit and shall be distributed to the Participant according to the provisions
of Article VI.

         The Participant's entire Vested Account shall be paid in a single sum
to the Participant as of the effective date of complete termination of the Plan
if (i) the requirements for distribution of Elective Deferral Contributions in
the above paragraph are met and (ii) consent of the Participant is not required
in the ELECTION PROCEDURES SECTION of Article VI to distribute a benefit which
is immediately distributable. This is a small amounts payment. The small amounts
payment is in full settlement of all benefits otherwise payable.

         Upon complete termination of the Plan, no more Employees shall become
Participants and no more Contributions shall be made.

         The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it
would contravene any provision of law.

RESTATEMENT JANUARY 1, 2004           73                  ARTICLE VIII (4-47951)

<PAGE>

                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN

SECTION 9.01--ADMINISTRATION.

         Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has complete discretion to construe or interpret the provisions of the Plan,
including ambiguous provisions, if any, and to determine all questions that may
arise under the Plan, including all questions relating to the eligibility of
Employees to participate in the Plan and the amount of benefit to which any
Participant, Beneficiary, spouse or Contingent Annuitant may become entitled.
The Plan Administrator's decisions upon all matters within the scope of its
authority shall be final.

         Unless otherwise set out in the Plan or Annuity Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

         The Plan Administrator shall receive all claims for benefits by
Participants, former Participants, Beneficiaries, spouses, and Contingent
Annuitants. The Plan Administrator shall determine all facts necessary to
establish the right of any Claimant to benefits and the amount of those benefits
under the provisions of the Plan. The Plan Administrator may establish rules and
procedures to be followed by Claimants in filing claims for benefits, in
furnishing and verifying proofs necessary to determine age, and in any other
matters required to administer the Plan.

SECTION 9.02--EXPENSES.

         Expenses of the Plan, to the extent that the Employer does not pay such
expenses, may be paid out of the assets of the Plan provided that such payment
is consistent with ERISA. Such expenses include, but are not limited to,
expenses for bonding required by ERISA; expenses for recordkeeping and other
administrative services; fees and expenses of the Trustee or Annuity Contract;
expenses for investment education service; and direct costs that the Employer
incurs with respect to the Plan.

SECTION 9.03--RECORDS.

         All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

         Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.

RESTATEMENT JANUARY 1, 2004           74                    ARTICLE IX (4-47951)

<PAGE>

SECTION 9.04--INFORMATION AVAILABLE.

         Any Participant in the Plan or any Beneficiary may examine copies of
the Plan description, latest annual report, any bargaining agreement, this Plan,
the Annuity Contract or any other instrument under which the Plan was
established or is operated. The Plan Administrator shall maintain all of the
items listed in this section in its office, or in such other place or places as
it may designate in order to comply with governmental regulations. These items
may be examined during reasonable business hours. Upon the written request of a
Participant or Beneficiary receiving benefits under the Plan, the Plan
Administrator shall furnish him with a copy of any of these items. The Plan
Administrator may make a reasonable charge to the requesting person for the
copy.

SECTION 9.05--CLAIM AND APPEAL PROCEDURES.

         A Claimant must submit any required forms and pertinent information
when making a claim for benefits under the Plan.

         If a claim for benefits under the Plan is denied, the Plan
Administrator shall provide adequate written notice to the Claimant whose claim
for benefits under the Plan has been denied. The notice must be furnished within
90 days of the date that the claim is received by the Plan Administrator. The
Claimant shall be notified in writing within this initial 90-day period if
special circumstances require an extension of time needed to process the claim
and the date by which the Plan Administrator's decision is expected to be
rendered. The written notice shall be furnished no later than 180 days after the
date the claim was received by the Plan Administrator.

         The Plan Administrator's notice to the Claimant shall specify the
reason for the denial; specify references to pertinent Plan provisions on which
denial is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrator's notice of denial of benefits and that failure to make the
written appeal within such 60-day period renders the Plan Administrator's
determination of such denial final, binding and conclusive.

         If the Claimant appeals to the Plan Administrator, the Claimant (or his
authorized representative) may submit in writing whatever issues and comments
the Claimant (or his authorized representative) feels are pertinent. The
Claimant (or his authorized representative) may review pertinent Plan documents.
The Plan Administrator shall reexamine all facts related to the appeal and make
a final determination as to whether the denial of benefits is justified under
the circumstances. The Plan Administrator shall advise the Claimant of its
decision within 60 days of his written request for review, unless special
circumstances (such as a hearing) would make rendering a decision within the
60-day limit unfeasible. The Claimant must be notified within the 60-day limit
if an extension is necessary. The Plan Administrator shall render a decision on
a claim for benefits no later than 120 days after the request for review is
received.

SECTION 9.06--DELEGATION OF AUTHORITY.

         All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The duties and responsibilities of the retirement committee shall be
set out in a separate written agreement.

RESTATEMENT JANUARY 1, 2004           75                    ARTICLE IX (4-47951)

<PAGE>

SECTION 9.07--EXERCISE OF DISCRETIONARY AUTHORITY.

         The Employer, Plan Administrator, and any other person or entity who
has authority with respect to the management, administration, or investment of
the Plan may exercise that authority in its/his full discretion, subject only to
the duties imposed under ERISA. This discretionary authority includes, but is
not limited to, the authority to make any and all factual determinations and
interpret all terms and provisions of the Plan documents relevant to the issue
under consideration. The exercise of authority will be binding upon all persons;
will be given deference in all courts of law; and will not be overturned or set
aside by any court of law unless found to be arbitrary and capricious or made in
bad faith.

SECTION 9.08--TRANSACTION PROCESSING.

         Transactions (including, but not limited to, investment directions,
trades, loans, and distributions) shall be processed as soon as administratively
practicable after proper directions are received from the Participant or such
other parties. No guarantee is made by the Plan, Plan Administrator, Trustee,
Insurer, or Employer that such transactions will be processed on a daily or
other basis, and no guarantee is made in any respect regarding the processing
time of such transactions.

         Notwithstanding any other provision of the Plan, the Employer, the Plan
Administrator, or the Trustee reserves the right to not value an investment
option on any given Valuation Date for any reason deemed appropriate by the
Employer, the Plan Administrator, or the Trustee.

         Administrative practicality will be determined by legitimate business
factors (including, but not limited to, failure of systems or computer programs,
failure of the means of the transmission of data, force majeure, the failure of
a service provider to timely receive values or prices, and correction for errors
or omissions or the errors or omissions of any service provider) and in no event
will be deemed to be less than 14 days. The processing date of a transaction
shall be binding for all purposes of the Plan and considered the applicable
Valuation Date for any transaction.

SECTION 9.09--VOTING AND TENDER OF QUALIFYING EMPLOYER SECURITIES.

         Voting rights with respect to Qualifying Employer Securities will be
passed through to Participants. Participants will be allowed to direct the
voting rights of Qualifying Employer Securities for any matter put to the vote
of shareholders. Before each meeting of shareholders, the Employer shall cause
to be sent to each person with power to control such voting rights a copy of any
notice and any other information provided to shareholders and, if applicable, a
form for instructing the Trustee how to vote at such meeting (or any adjournment
thereof) the number of full and fractional shares subject to such person's
voting control. The Trustee may establish a deadline in advance of the meeting
by which such forms must be received in order to be effective.

         Each Participant shall be entitled to one vote for each share credited
to his Account.

         If some or all of the Participants have not directed or have not timely
directed the Trustee on how to vote or if there are unallocated shares of
Qualifying Employer Securities, then the Trustee shall vote such Qualifying
Employer Securities in the same proportion as those shares of Qualifying
Employer Securities for which the Trustee has received proper direction for such
matter.

RESTATEMENT JANUARY 1, 2004           76                    ARTICLE IX (4-47951)

<PAGE>

         Tender rights or exchange offers for Qualifying Employer Securities
will be passed through to Participants. As soon as practicable after the
commencement of a tender or exchange offer for Qualifying Employer Securities,
the Employer shall cause each person with power to control the response to such
tender or exchange offer to be advised in writing the terms of the offer and, if
applicable, to be provided with a form for instructing the Trustee, or for
revoking such instruction, to tender or exchange shares of Qualifying Employer
Securities, to the extent permitted under the terms of such offer. In advising
such persons of the terms of the offer, the Employer may include statements from
the board of directors setting forth its position with respect to the offer.

         If some or all of the Participants have not directed or have not timely
directed the Trustee on how to tender or if there are unallocated shares of
Qualifying Employer Securities, then the Trustee shall tender such Qualifying
Employer Securities in the same proportion as those shares of Qualifying
Employer Securities for which the Trustee has received proper direction for such
matter.

         If the tender or exchange offer is limited so that all of the shares
that the Trustee has been directed to tender or exchange cannot be sold or
exchanged, the shares that each Participant directed to be tendered or exchanged
shall be deemed to have been sold or exchanged in the same ratio that the number
of shares actually sold or exchanged bears to the total number of shares that
the Trustee was directed to tender or exchange.

         The Trustee shall hold the Participant's individual directions with
respect to voting rights or tender decisions in confidence and, except as
required by law, shall not divulge or release such individual directions to
anyone associated with the Employer. The Employer may require verification of
the Trustee's compliance with the directions received from Participants by any
independent auditor selected by the Employer, provided that such auditor agrees
to maintain the confidentiality of such individual directions.

         The Employer may develop procedures to facilitate the exercise of votes
or tender rights, such as the use of facsimile transmissions for the
Participants located in physically remote areas.

RESTATEMENT JANUARY 1, 2004           77                    ARTICLE IX (4-47951)

<PAGE>

                                    ARTICLE X

                               GENERAL PROVISIONS

SECTION 10.01--AMENDMENTS.

         The Employer may amend this Plan at any time, including any remedial
retroactive changes (within the time specified by Internal Revenue Service
regulations), to comply with any law or regulation issued by any governmental
agency to which the Plan is subject.

         An amendment may not diminish or adversely affect any accrued interest
or benefit of Participants or their Beneficiaries nor allow reversion or
diversion of Plan assets to the Employer at any time, except as may be required
to comply with any law or regulation issued by any governmental agency to which
the Plan is subject.

         No amendment to this Plan shall be effective to the extent that it has
the effect of decreasing a Participant's accrued benefit. However, a
Participant's Account may be reduced to the extent permitted under Code Section
412(c)(8). For purposes of this paragraph, a Plan amendment which has the effect
of decreasing a Participant's Account with respect to benefits attributable to
service before the amendment shall be treated as reducing an accrued benefit.
Furthermore, if the vesting schedule of the Plan is amended, in the case of an
Employee who is a Participant as of the later of the date such amendment is
adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's right to his employer-derived
accrued benefit shall not be less than his percentage computed under the Plan
without regard to such amendment.

         No amendment to the Plan shall be effective to eliminate or restrict an
optional form of benefit with respect to benefits attributable to service before
the amendment except as provided in the MERGERS AND DIRECT TRANSFERS SECTION of
this article and below:

         (a)      The Plan is amended to eliminate or restrict the ability of a
                  Participant to receive payment of his (a) Account balance
                  under a particular optional form of benefit and the amendment
                  satisfies the condition in ( 1) and the Plan satisfies the
                  condition in (2) below:

                  (1)      The amendment provides a single sum distribution form
                           that is otherwise identical to the optional form of
                           benefit eliminated or restricted. For purposes of
                           this condition (1), a single sum distribution form is
                           otherwise identical only if it is identical in all
                           respects to the eliminated or restricted optional
                           form of benefit (or would be identical except that it
                           provides greater rights to the Participant) except
                           with respect to the timing of payments after
                           commencement.

                  (2)      The Plan provides that the amendment shall not apply
                           to any distribution with an Annuity (2) Starting Date
                           earlier than the earlier of: the 90th day after the
                           date the Participant receiving the distribution has
                           been

                           (i)      furnished a summary that reflects the
                                    amendment and that satisfies the ERISA
                                    requirements at 29 CFR 2520.104b-3 relating
                                    to a summary of material modifications, or

RESTATEMENT JANUARY 1, 2004           78                     ARTICLE X (4-47951)

<PAGE>

                           (ii)     the first day of the second Plan Year
                                    following the Plan Year in which the
                                    amendment is adopted.

         (b)      The Plan is amended to eliminate or restrict in-kind
                  distributions and the conditions in Q&A 2(b)(2)(iii) in
                  section 1.411(d)-4 of the regulations are met.

         If, as a result of an amendment, an Employer Contribution is removed
that is not 100% immediately vested when made, the applicable vesting schedule
shall remain in effect after the date of such amendment. The Participant shall
not become immediately 100% vested in such Contributions as a result of the
elimination of such Contribution except as otherwise specifically provided in
the Plan.

         An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article XI, changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Employer Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant

         (c)      who has completed at least three Years of Service on the date
                  the election period described below ends (five Years of
                  Service if the Participant does not have at least one
                  Hour-of-Service in a Plan Year beginning after December 31,
                  1988) and

         (d)      whose nonforfeitable percentage will be determined on any date
                  after the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. If after the Plan is
changed, the Participant's nonforfeitable percentage will at all times be as
great as it would have been if the change had not been made, no election needs
to be provided. The election period shall begin no later than the date the Plan
amendment is adopted, or deemed adopted in the case of a change in the top-heavy
status of the Plan, and end no earlier than the 60th day after the latest of the
date the amendment is adopted (deemed adopted) or becomes effective, or the date
the Participant is issued written notice of the amendment (deemed amendment) by
the Employer or the Plan Administrator.

SECTION 10.02--DIRECT ROLLOVERS.

         Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this section, a Distributee may
elect, at the time and in the manner prescribed by the Plan Administrator, to
have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

         Any distributions made under the SMALL AMOUNTS SECTION of this article
(or which are small amounts payments made under Article VIII at complete
termination of the Plan) which are Eligible Rollover Distributions and for which
the Distributee has not elected to either have such distribution paid to him or
to an Eligible Retirement Plan shall be paid to the Distributee.

RESTATEMENT JANUARY 1, 2004           79                     ARTICLE X (4-47951)

<PAGE>

SECTION 1O.O3--MERGERS AND DIRECT TRANSFERS

         The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation, or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation, or transfer (if this Plan had then
terminated). The Employer may enter into merger agreements or direct transfer of
assets agreements with the employers under other retirement plans which are
qualifiable under Code Section 401(a), including an elective transfer, and may
accept the direct transfer of plan assets, or may transfer plan assets, as a
party to any such agreement. The Employer shall not consent to, or be a party to
a merger, consolidation, or transfer of assets with a defined benefit plan if
such action would result in a defined benefit feature being maintained under
this Plan.

         Notwithstanding any provision of the Plan to the contrary, to the
extent any optional form of benefit under the Plan permits a distribution prior
to the Employee's retirement, death, disability, or severance from employment,
and prior to plan termination, the optional form of benefit is not available
with respect to benefits attributable to assets (including the post-transfer
earnings thereon) and liabilities that are transferred, within the meaning of
Code Section 414(l), to this Plan from a money purchase pension plan qualified
under Code Section 401(a) (other than any portion of those assets and
liabilities attributable to voluntary employee contributions).

         The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer Contributions shall not be made for or allocated to
the Eligible Employee and he may not make Participant Contributions, until the
time he meets all of the requirements to become an Active Participant.

         The Plan shall hold, administer, and distribute the transferred assets
as a part of the Plan. The Plan shall maintain a separate account for the
benefit of the Employee on whose behalf the Plan accepted the transfer in order
to reflect the value of the transferred assets.

         Unless a transfer of assets to the Plan is an elective transfer as
described below, the Plan shall apply the optional forms of benefit protections
described in the AMENDMENTS SECTION of this article to all transferred assets.

         A Participant's protected benefits may be eliminated upon transfer
between qualified defined contribution plans if the conditions in Q&A 3(b)(1) in
section 1.411(d)-4 of the regulations are met. The transfer must meet all of
the other applicable qualification requirements.

         A Participant's protected benefits may be eliminated upon transfer
between qualified plans (both defined benefit and defined contribution) if the
conditions in Q&A 3(c)(1) in section 1.411(d)-4 of the regulations are met.
Beginning January 1, 2002, if the Participant is eligible to receive an
immediate distribution of his entire nonforfeitable accrued benefit in a single
sum distribution that would consist entirely of an eligible rollover
distribution under Code Section 401(a)(31), such transfer will be accomplished
as a direct rollover under Code Section 401(a)(31). The rules applicable to
distributions under the plan would apply to the transfer, but the transfer would
not be treated as a distribution for purposes of the minimum distribution
requirements of Code Section 401(a)(9).

RESTATEMENT JANUARY l, 2004           80                     ARTICLE X (4-47951)

<PAGE>

SECTION 10.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

         The obligations of an Insurer shall be governed solely by the
provisions of the Annuity Contract. The Insurer shall not be required to perform
any act not provided in or contrary to the provisions of the Annuity Contract.
Each Annuity Contract when purchased shall comply with the Plan. See the
CONSTRUCTION SECTION of this article.

         Any issuer or distributor of investment contracts or securities is
governed solely by the terms of its policies, written investment contract,
prospectuses, security instruments, and any other written agreements entered
into with the Trustee with regard to such investment contracts or securities.

         Such Insurer, issuer or distributor is not a party to the Plan, nor
bound in any way by the Plan provisions. Such parties shall not be required to
look to the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

         Until notice of any amendment or termination of this Plan or a change
in Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 10.05--EMPLOYMENT STATUS.

         Nothing contained in this Plan gives an Employee the right to be
retained in the Employer's employ or to interfere with the Employer's right to
discharge any Employee.

SECTION 10.06--RIGHTS TO PLAN ASSETS.

         An Employee shall not have any right to or interest in any assets of
the Plan upon termination of employment or otherwise except as specifically
provided under this Plan, and then only to the extent of the benefits payable to
such Employee according to the Plan provisions.

         Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries, spouse or Contingent Annuitant of such
Participant under the Plan provisions shall be in full satisfaction of all
claims against the Plan, the Named Fiduciary, the Plan Administrator, the
Insurer, the Trustee, and the Employer arising under or by virtue of the Plan.

SECTION 10.07--BENEFICIARY.

         Each Participant may name a Beneficiary to receive any death benefit
(other than any income payable to a Contingent Annuitant) that may arise out of
his participation in the Plan. The Participant may change his Beneficiary from
time to time. Unless a qualified election has been made, for purposes of
distributing any death benefits before the Participant's Retirement Date, the
Beneficiary of a Participant who has a spouse who is entitled to a Qualified
Preretirement Survivor Annuity shall be the Participant's spouse. The
Participant's Beneficiary designation and any change of Beneficiary shall be
subject to the provisions of the ELECTION

RESTATEMENT JANUARY 1, 2004           81                     ARTICLE X (4-47951)

<PAGE>

PROCEDURES SECTION of Article VI. It is the responsibility of the Participant to
give written notice to the Insurer of the name of the Beneficiary on a form
furnished for that purpose.

         With the Employer's consent, the Plan Administrator may maintain
records of Beneficiary designations for Participants before their Retirement
Dates. In that event, the written designations made by Participants shall be
filed with the Plan Administrator. If a Participant dies before his Retirement
Date, the Plan Administrator shall certify to the Insurer the Beneficiary
designation on its records for the Participant.

         If there is no Beneficiary named or surviving when a Participant dies,
the Participant's Beneficiary shall be the Participant's surviving spouse, or
where there is no surviving spouse, the executor or administrator of the
Participant's estate.

SECTION 10.08--NONALIENATION OF BENEFITS.

         Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary, spouse or Contingent Annuitant. A
Participant, Beneficiary, spouse or Contingent Annuitant does not have any
rights to alienate, anticipate, commute, pledge, encumber, or assign any of such
benefits, except in the case of a loan as provided in the LOANS TO PARTICIPANTS
SECTION of Article V. The preceding sentences shall also apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant according to a domestic relations order, unless such order is
determined by the Plan Administrator to be a qualified domestic relations order,
as defined in Code Section 414(p), or any domestic relations order entered
before January 1, 1985. The preceding sentences shall not apply to any offset of
a Participant's benefits provided under the Plan against an amount the
Participant is required to pay the Plan with respect to a judgement, order, or
decree issued, or a settlement entered into, on or after August 5, 1997, which
meets the requirements of Code Sections 401 (a)(13)(C) or (D).

SECTION 10.09--CONSTRUCTION.

         The validity of the Plan or any of its provisions is determined under
and construed according to Federal law and, to the extent permissible, according
to the laws of the state in which the Employer has its principal office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

         In the event of any conflict between the provisions of the Plan and the
terms of any Annuity Contract issued hereunder, the provisions of the Plan
control.

SECTION 10.10--LEGAL ACTIONS.

         No person employed by the Employer; no Participant, former Participant,
or their Beneficiaries; nor any other person having or claiming to have an
interest in the Plan is entitled to any notice of process. A final judgment
entered in any such action or proceeding shall be binding and conclusive on all
persons having or claiming to have an interest in the Plan.

RESTATEMENT JANUARY 1, 2004           82                     ARTICLE X (4-47951)

<PAGE>

SECTION 10.11--SMALL AMOUNTS.

         If consent of the Participant is not required for a benefit which is
immediately distributable in the ELECTION PROCEDURES SECTION of Article VI, a
Participant's entire Vested Account shall be paid in a single sum as of the
earliest of his Retirement Date, the date he dies, or the date he ceases to be
an Employee for any other reason (the date the Employer provides notice to the
record keeper of the Plan of such event, if later). For purposes of this
section, if the Participant's Vested Account is zero, the Participant shall be
deemed to have received a distribution of such Vested Account. If a Participant
would have received a distribution under the first sentence of this paragraph
but for the fact that the Participant's consent was needed to distribute a
benefit which is immediately distributable, and if at a later time consent would
not be needed to distribute a benefit which is immediately distributable and
such Participant has not again become an Employee, such Vested Account shall be
paid in a single sum. This is a small amounts payment.

         If a small amounts payment is made as of the date the Participant dies,
the small amounts payment shall be made to the Participant's Beneficiary (spouse
if the death benefit is payable to the spouse). If a small amounts payment is
made while the Participant is living, the small amounts payment shall be made to
the Participant. The small amounts payment is in full settlement of benefits
otherwise payable.

         No other small amounts payments shall be made.

SECTION 10.12--WORD USAGE.

         The masculine gender, where used in this Plan, shall include the
feminine gender and the singular words, as used in this Plan, may include the
plural, unless the context indicates otherwise.

         The words "in writing" and "written," where used in this Plan, shall
include any other forms, such as voice response or other electronic system, as
permitted by any governmental agency to which the Plan is subject.

SECTION 10.13--CHANGE IN SERVICE METHOD.

         (a)      Change of Service Method Under This Plan. If this Plan is
                  amended to change the method of crediting service from the
                  elapsed time method to the hours method for any purpose under
                  this Plan, the Employee's service shall be equal to the sum of
                  (1), (2), and (3) below:

                  (1)      The number of whole years of service credited to the
                           Employee under the Plan as of the date the change is
                           effective.

                  (2)      One year of service for the applicable computation
                           period in which the change is effective if he is
                           credited with the required number of
                           Hours-of-Service. If the Employer does not have
                           sufficient records to determine the Employee's actual
                           Hours-of-Service in that part of the service period
                           before the effective date of the change, the
                           Hours-of-Service shall be determined using an
                           equivalency. For any month in which he would be
                           required to be credited with one Hour-of-Service, the
                           Employee shall be deemed for purposes of this section
                           to be credited with 190 Hours-of-Service.

RESTATEMENT JANUARY 1, 2004           83                     ARTICLE X (4-47951)

<PAGE>

                  (3)      The Employee's service determined under this Plan
                           using the hours method after the end of the
                           computation period in which the change in service
                           method was effective.

                  If this Plan is amended to change the method of crediting
                  service from the hours method to the elapsed time method for
                  any purpose under this Plan, the Employee's service shall be
                  equal to the sum of (4), (5), and (6) below:

                  (4)      The number of whole years of service credited to the
                           Employee under the Plan as of the beginning of the
                           computation period in which the change in service
                           method is effective.

                  (5)      the greater of (i) the service that would be credited
                           to the Employee for that entire computation period
                           using the elapsed time method or (ii) the service
                           credited to him under the Plan as of the date the
                           change is effective.

                  (6)      The Employee's service determined under this Plan
                           using the elapsed time method after the end of the
                           applicable computation period in which the change in
                           service method was effective .

         (b)      Transfers Between Plans with Different Service Methods. If an
                  Employee has been a participant in another plan of the
                  Employer which credited service under the elapsed time method
                  for any purpose which under this Plan is determined using the
                  hours method, then the Employee's service shall be equal to
                  the sum of (1 ), (2), and (3) below:

                  (1)      The number of whole years of service credited to the
                           Employee under the plan as of the date he became an
                           Eligible Employee under this Plan.

                  (2)      One year of service for the applicable computation
                           period in which he became an Eligible Employee if he
                           is credited with the required number of
                           Hours-of-Service. If the Employer does not have
                           sufficient records to determine the Employee's actual
                           Hours-of-Service in that part of the service period
                           before the date he became an Eligible Employee, the
                           Hours-of-Service shall be determined using an
                           equivalency. For any month in which he would be
                           required to be credited with one Hour-of-Service, the
                           Employee shall be deemed for purposes of this section
                           to be credited with 190 Hours-of-Service.

                  (3)      The Employee's service determined under this Plan
                           using the hours method after the end of the
                           computation period in which he became an Eligible
                           Employee.

                  If an Employee has been a participant in another plan of the
                  Employer which credited service under the hours method for any
                  purpose which under this plan is determined using the elapsed
                  time method, then the Employee's service shall be equal to the
                  sum of (4), (5), and (6) below:

                  (4)      The number of whole years of service credited to the
                           Employee under the other plan as of the beginning of
                           the computation period under that plan in which he
                           became an Eligible Employee under this Plan.

                  (5)      The greater of (i) the service that would be credited
                           to the Employee for that entire computation period
                           using the elapsed time method or (ii) the service
                           credited to him under the other plan as of the date
                           he became an Eligible Employee under this Plan.

RESTATEMENT JANUARY 1, 2004           84                     ARTICLE X (4-47951)

<PAGE>

                  (6)      The Employee's service determined under this Plan
                           using the elapsed time method after the end of the
                           applicable computation period under the other plan in
                           which he became an Eligible Employee.

         If an Employee has been a participant in a Controlled Group member's
plan which credited service under a different method than is used in this Plan,
in order to determine entry and vesting, the provisions in (b) above shall apply
as though the Controlled Group member's plan were a plan of the Employer.

         Any modification of service contained in this Plan shall be applicable
to the service determined pursuant to this section.

SECTION 10.14--MILITARY SERVICE.

         Notwithstanding any provision of this Plan to the contrary, the Plan
shall provide contributions, benefits, and service credit with respect to
qualified military service in accordance with Code Section 414(u). Loan
repayments shall be suspended under this Plan as permitted under Code Section
414(u).

RESTATEMENT JANUARY 1, 2004           85                   ARTICLE  X (4-47951)

<PAGE>

                                   ARTICLE XI

                          TOP-HEAVY PLAN REQUIREMENTS

SECTION 11.01--APPLICATION

         The provisions of this article shall supersede all other provisions in
the Plan to the contrary.

         For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer, as used in this article, shall be deemed to include all
members of the Controlled Group, unless the term as used clearly indicates only
the Employer is meant.

         The accrued benefit or account of a participant which results from
deductible employee contributions shall not be included for any purpose under
this article.

         The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of this article
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For this
purpose, the term "employee representatives" does not include any organization
more than half of whose members are employees who are owners, officers, or
executives.

SECTION 11.02--DEFINITIONS.

         For purposes of this article the following terms are defined:

         Aggregation Group means:

         (a)      each of the Employer's qualified plans in which a Key Employee
                  is a participant during the Plan Year containing the
                  Determination Date (regardless of whether the plan was
                  terminated) or one of the four preceding Plan Years,

         (b)      each of the Employer's other qualified plans which allows the
                  plan(s) described in (a) above to meet the nondiscrimination
                  requirement of Code Section 401(a)(4) or the minimum coverage
                  requirement of Code Section 410, and

         (c)      any of the Employer's other qualified plans not included in
                  (a) or (b) above which the Employer desires to include as part
                  of the Aggregation Group. Such a qualified plan shall be
                  included only if the Aggregation Group would continue to
                  satisfy the requirements of Code Section 401(a)(4) and Code
                  Section 410.

         The plans in (a) and (b) above constitute the "required" Aggregation
         Group. The plans in (a), (b), and (c) above constitute the "permissive"
         Aggregation Group.

RESTATEMENT JANUARY 1, 2004           86                    ARTICLE XI (4-47951)

<PAGE>

         Compensation means compensation as defined in the CONTRIBUTION
         LIMITATION SECTION of Article III. For purposes of determining who is a
         Key Employee in years beginning before January 1, 1998, Compensation
         shall include, in addition to compensation as defined in the
         CONTRIBUTION LIMITATION SECTION of Article III elective contributions.
         Elective contributions are amounts excludible from the gross income of
         the Employee under Code Sections 125, 402(e)(3), 402(h)(1)(B), or
         403(b), and contributed by the Employer, at the Employee's election, to
         a Code Section 401(k) arrangement, a simplified employee pension,
         cafeteria plan, or tax-sheltered annuity. Elective contributions also
         include amounts deferred under a Code Section 457 plan maintained by
         the Employer.

         Determination Date means as to any plan, for any plan year subsequent
         to the first plan year, the last day of the preceding plan year. For
         the first plan year of the plan, the last day of that year.

         Key Employee means any Employee or former Employee (and the
         Beneficiaries of such Employee) who at any time during the
         determination period was:

         (a)      an officer of the Employer if such individual's annual
                  Compensation exceeds 50 percent of the dollar limitation under
                  Code Section 415(b)(1)(A),

         (b)      an owner (or considered an owner under Code Section 318) of
                  one of the ten largest interests in the Employer if such
                  individual's annual Compensation exceeds 100 percent of the
                  dollar limitation under Code Section 415(c)(1)(A),

         (c)      a 5-percent owner of the Employer, or

         (d)      a 1-percent owner of the Employer who has annual Compensation
                  of more than $150,000.

         The determination period is the Plan Year containing the Determination
         Date and the four preceding Plan Years.

         The determination of who is a Key Employee shall be made according to
         Code Section 416(i)(1) and the regulations thereunder.

         Non-key Employee means any Employee who is not a Key Employee.

         Present Value means the present value of a participant's accrued
         benefit under a defined benefit plan. For purposes of establishing
         Present Value to compute the Top-heavy Ratio, any benefit shall be
         discounted only for 7.5% interest and mortality according to the 1971
         Group Annuity Table (Male) without the 7% margin but with projection by
         Scale E from 1971 to the later of (a) 1974, or (b) the year determined
         by adding the age to 1920, and wherein for females the male age six
         years younger is used.

         Top-heavy Plan means a plan which is top-heavy for any plan year
         beginning after December 31, 1983 This Plan shall be top-heavy if any
         of the following conditions exist:

         (a)      The Top-heavy Ratio for this Plan exceeds 60 percent and this
                  Plan is not part of any required Aggregation Group or
                  permissive Aggregation Group.

         (b)      This Plan is a part of a required Aggregation Group, but not
                  part of a permissive Aggregation Group, and the Top-heavy
                  Ratio for the required Aggregation Group exceeds 60 percent.

RESTATEMENT JANUARY 1, 2004           87                    ARTICLE XI (4-47951)

<PAGE>

         (c)      This Plan is a part of a required Aggregation Group and part
                  of a permissive Aggregation Group and the Top-heavy Ratio for
                  the permissive Aggregation Group exceeds 60 percent.

         Top-heavy Ratio means:

         (a)      If the Employer maintains one or more defined contribution
                  plans (including any simplified employee pension plan) and the
                  Employer has not maintained any defined benefit plan which
                  during the five-year period ending on the Determination
                  Date(s) has or has had accrued benefits, the Top-heavy Ratio
                  for this Plan alone or for the required or permissive
                  Aggregation Group, as appropriate, is a fraction, the
                  numerator of which is the sum of the account balances of all
                  Key Employees as of the Determination Date(s) (including any
                  part of any account balance distributed in the five-year
                  period ending on the Determination Date(s)), and the
                  denominator of which is the sum of all account balances
                  (including any part of any account balance distributed in the
                  five-year period ending on the Distribution Date(s)), both
                  computed in accordance with Code Section 416 and the
                  regulations thereunder. Both the numerator and denominator of
                  the Top-heavy Ratio are increased to reflect any contribution
                  not actually made as of the Determination Date, but which is
                  required to be taken into account on that date under Code
                  Section 416 and the regulations thereunder.

         (b)      If the Employer maintains one or more defined contribution
                  plans (including any simplified employee pension plan) and the
                  Employer maintains or has maintained one or more defined
                  benefit plans which during the five-year period ending on the
                  Determination Date(s) has or has had accrued benefits, the
                  Top-heavy Ratio for any required or permissive Aggregation
                  Group, as appropriate, is a fraction, the numerator of which
                  is the sum of the account balances under the aggregated
                  defined contribution plan or plans of all Key Employees
                  determined in accordance with (a) above, and the Present Value
                  of accrued benefits under the aggregated defined benefit plan
                  or plans for all Key Employees as of the Determination
                  Date(s), and the denominator of which is the sum of the
                  account balances under the aggregated defined contribution
                  plan or plans for all participants, determined in accordance
                  with (a) above, and the Present Value of accrued benefits
                  under the defined benefit plan or plans for all participants
                  as of the Determination Date(s), all determined in accordance
                  with Code Section 416 and the regulations thereunder. The
                  accrued benefits under a defined benefit plan in both the
                  numerator and denominator of the Top-heavy Ratio are increased
                  for any distribution of an accrued benefit made in the
                  five-year period ending on the Determination Date.

         (c)      For purposes of (a) and (b) above, the value of account
                  balances and the Present Value of accrued benefits will be
                  determined as of the most recent Valuation Date that falls
                  within or ends with the 12-month period ending on the
                  Determination Date, except as provided in Code Section 416 and
                  the regulations thereunder for the first and second plan years
                  of a defined benefit plan. The account balances and accrued
                  benefits of a participant (i) who is not a Key Employee but
                  who was a Key Employee in a prior year or (ii) who has not
                  been credited with at least an hour of service with any
                  employer maintaining the plan at any time during the five-year
                  period ending on the Determination Date will be disregarded.
                  The calculation of the Top-heavy Ratio and the extent to which
                  distributions, rollovers, and transfers are taken into account
                  will be made in accordance with Code Section 416 and the
                  regulations thereunder. Deductible employee contributions will
                  not be taken into account for purposes of computing the
                  Top-heavy Ratio. When aggregating plans, the value of account
                  balances and accrued benefits will be calculated with
                  reference to the Determination Dates that fall within the same
                  calendar year.

RESTATEMENT JANUARY 1, 2004           88                    ARTICLE XI (4-47951)

<PAGE>

                  The accrued benefit of a participant other than a Key Employee
                  shall be determined under (i) the method, if any, that
                  uniformly applies for accrual purposes under all defined
                  benefit plans maintained by the Employer, or (ii) if there is
                  no such method, as if such benefit accrued not more rapidly
                  than the slowest accrual rate permitted under the fractional
                  rule of Code Section 411(b)(1)(C).

SECTION 11.03--MODIFICATION OF VESTING REQUIREMENTS.

         If a Participant's Vesting Percentage determined under Article I is not
at least as great as his Vesting Percentage would be if it were determined under
a schedule permitted in Code Section 416, the following shall apply. During any
Plan Year in which the Plan is a Top-heavy Plan, the Participant's Vesting
Percentage shall be the greater of the Vesting Percentage determined under
Article I or the schedule below.

<TABLE>
<CAPTION>
VESTING SERVICE    NONFORFEITABLE
 (whole years)       PERCENTAGE
<S>                <C>
 Less than 2               0
     2                    20
     3                    40
     4                    60
     5                    80
   6 or more             100
</TABLE>

         The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to the portion of the Participant's
Account which is multiplied by a Vesting Percentage to determine his Vested
Account, including benefits accrued before the effective date of Code Section
416 and benefits accrued before this Plan became a Top-heavy Plan.

         If, in a later Plan Year, this Plan is not a Top-heavy Plan, a
Participant's Vesting Percentage shall be determined under Article I. A
Participant's Vesting Percentage determined under either Article I or the
schedule above shall never be reduced and the election procedures of the
AMENDMENTS SECTION of Article X shall apply when changing to or from the
schedule as though the automatic change were the result of an amendment.

         The part of the Participant's Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of
this article (to the extent required to be nonforfeitable under Code Section
416(b)) may not be forfeited under Code Section 411(a)(3)(B) or (D).

SECTION 11.04--MODIFICATION OF CONTRIBUTIONS.

         During any Plan Year in which this Plan is a Top-heavy Plan, the
Employer shall make a minimum contribution as of the last day of the Plan Year
for each Non-key Employee who is an Employee on the last day of the Plan Year
and who was an Active Participant at any time during the Plan Year. A Non-key
Employee is not required to have a minimum number of Hours-of-Service or minimum
amount of Compensation in order to be entitled to this minimum. A Non-key
Employee who fails to be an Active Participant merely because his Compensation
is less than a stated amount or merely because of a failure to make mandatory
participant

RESTATEMENT JANUARY 1, 2004           89                    ARTICLE XI (4-47951)

<PAGE>

contributions or, in the case of a cash or deferred arrangement, elective
contributions shall be treated as if he were an Active Participant. The minimum
is the lesser of (a) or (b) below:

         (a)      3 percent of such person's Compensation for such Plan Year.

         (b)      The "highest percentage" of Compensation for such Plan Year at
                  which the Employer's contributions are made for or allocated
                  to any Key Employee. The highest percentage shall be
                  determined by dividing the Employer Contributions made for or
                  allocated to each Key Employee during the Plan Year by the
                  amount of his Compensation for such Plan Year, and selecting
                  the greatest quotient (expressed as a percentage). To
                  determine the highest percentage, all of the Employer's
                  defined contribution plans within the Aggregation Group shall
                  be treated as one plan. The minimum shall be the amount in (a)
                  above if this Plan and a defined benefit plan of the Employer
                  are required to be included in the Aggregation Group and this
                  Plan enables the defined benefit plan to meet the requirements
                  of Code Section 401(a)(4) or 410.

         For purposes of (a) and (b) above, Compensation shall be limited by
Code Section 401(a)(17).

         If the Employer's contributions and allocations otherwise required
under the defined contribution plan(s) are at least equal to the minimum above,
no additional contribution shall be required. If the Employer's total
contributions and allocations are less than the minimum above, the Employer
shall contribute the difference for the Plan Year.

         The minimum contribution applies to all of the Employer's defined
contribution plans in the aggregate which are Top-heavy Plans. A minimum
contribution under a profit sharing plan shall be made without regard to whether
or not the Employer has profits.

         If a person who is otherwise entitled to a minimum contribution above
is also covered under another defined contribution plan of the Employer's which
is a Top-heavy Plan during that same Plan Year, any additional contribution
required to meet the minimum above shall be provided in this Plan.

         If a person who is otherwise entitled to a minimum contribution above
is also covered under a defined benefit plan of the Employer's which is a
Top-heavy Plan during that same Plan Year, the minimum benefits for him shall
not be duplicated. The defined benefit plan shall provide an annual benefit for
him on, or adjusted to, a straight life basis equal to the lesser of:

         (c)      2 percent of his average compensation multiplied by his years
                  of service, or

         (d)      20 percent of his average compensation.

Average compensation and years of service shall have the meaning set forth in
such defined benefit plan for this purpose.

         For purposes of this section, any employer contribution made according
to a salary reduction or similar arrangement and employer contributions which
are matching contributions, as defined in Code Section 401(m), shall not apply
in determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.

         The requirements of this section shall be met without regard to any
Social Security contribution.

RESTATEMENT JANUARY 1, 2004           90                    ARTICLE XI (4-47951)

<PAGE>

         By executing this Plan, the Primary Employer acknowledges having
counseled to the extent necessary with selected legal and tax advisors regarding
the Plan's legal and tax implications.

         Executed this 30th day of December, 2003.

                                         WILMINGTON TRUST COMPANY

                                         BY: /s/ Michael A. DiGregorio
                                             ------------------------------

                                                    S.V.P
                                                    ----------------------------
                                                    Title

                                                   Defined Contribution Plan 8.0

[X]      By my signature above, I hereby execute this Plan on behalf of each
         Adopting Employer identified in the ADOPTING EMPLOYERS-SINGLE PLAN
         SECTION of Article II.

RESTATEMENT JANUARY 1, 2004           91                PLAN EXECUTION (4-47951)