Exhibit 10.216







                                 THE SCHWABPLAN
                     RETIREMENT SAVINGS AND INVESTMENT PLAN



                   Restated and Amended as of January 1, 2001









                                 THE SCHWABPLAN
                     RETIREMENT SAVINGS AND INVESTMENT PLAN

                                Table of Contents



Section                                                              Page Number

    1    Introduction and Purpose.............................................1

    2    Definitions..........................................................2

    3    Participation........................................................14

         3.1      Commencement of Participation.
         3.2      Cessation of Participation
         3.3      Readmission After Cessation of Participation
         3.4      Waiver of Participation

    4    Employer Contributions...............................................16

         4.1      Elective Contributions
         4.2      Employer Contributions
         4.3      Allocation of Matching Contributions, Profit Sharing
                  Contributions and ESOP Contributions
         4.4      Timing of Employer Contributions.
         4.5      Forfeitures
         4.6      Contribution Percentage Test.
         4.7      Distribution of Excess Aggregate Contributions
         4.8      Aggregate Limit for Contribution Percentage and Actual
                  Deferral Percentage.
         4.9      Profit Sharing Contributions.

    5    Salary Reduction Agreements and Rollover Contributions...............23

         5.1      Salary Reduction Agreements.
         5.2      Change or Suspension of Salary Reduction Agreements
         5.3      Actual Deferral Percentage Test.
         5.4      Amendment or Revocation of Salary Reduction Agreement by
                  Committee.
         5.5      Distribution of Excess Contributions.
         5.6      Rollover Contributions.
         5.7      Trustee-to-Trustee Transfer of Assets

    6    Allocation of Contributions..........................................29

         6.1      Establishment of Cash Contribution Account.
         6.2      Establishment of Subaccounts

    7    Special ESOP Provisions..............................................30

         7.1      Investment of ESOP Accounts
         7.2      Allocation to ESOP Accounts.
         7.3      Suspense Subfund for ESOP Accounts
         7.4      Disposition of Shares Released from Suspense Subfund.
         7.5      Limitations on Allocations to ESOP Accounts
         7.6      Acquisition of Shares.
         7.7      Effect of Change in Plan Sponsor's Capitalization.
         7.8      Trustee and Committee Discretion to Engage in Transactions
                  in Shares.
         7.9      Valuation of ESOP Accounts.
         7.10     Role of Purchasing Agent

    8    Investment of Contributions, Valuations and Participants' Cash
         Contribution Accounts................................................38

         8.1      Delivery of Contributions to Trust Fund
         8.2      Participants' Right to Select Investments
         8.3      Participant Investment Election
         8.4      Change in Investment Election for Future Contributions
         8.5      Change in Investment Election for Prior Contributions
         8.6      Valuation of Cash Contribution Accounts.

    9    Retirement Dates.....................................................40

         9.1      Normal Retirement Date
         9.2      Deferred Retirement Date.

    10   Eligibility for Payment of  Accounts and Vested Interests............41

         10.1     Participants' Right to Account Upon Termination Due to
                  Retirement, Death or Disability.
         10.2     Participants' Right to Account Upon Other Termination of
                  Service
         10.3     Vesting Schedule for Determining Vested Interests.
         10.4     Breaks in Service.
         10.5     Participant's Right to Restoration of Account Upon Return
                  to Service.
         10.6     Participant's Right to Account Upon Death After Termination
                  of Service
         10.7     Amendment of Vesting Schedule.
         10.8     Distribution  Following Attainment of Age 59-1/2 to Former
                  Participants of The Hampton Pension Services,  Inc. 401(k)
                  Retirement Savings Plan

    11   Method of Payment of Accounts and Withdrawals........................45

         11.1     Methods of Payment.
         11.2     Commencement of Payment
         11.3     Special Rules For Distribution of Shares.
         11.4     Payments to Surviving Spouse or Beneficiary
         11.5     Latest Date for Commencement of Benefits.
         11.6     Redirection of Investment of ESOP Account.
         11.7     Hardship Withdrawals.
         11.8     Direct Rollovers to Another Qualified Plan or IRA.
         11.9     Certain Securities Law Restrictions
         11.10    Participant Loans.

    12   Maximum Amount of Allocation.........................................58

         12.1     Section 415 Limitations
         12.2     Refund or Forfeiture of Amounts in Excess of Section 415
                  Limits.

    13   Voting Rights........................................................61

         13.1     Voting and Tender or Exchange of Shares in General.
         13.2     Voting of Allocated Shares.
         13.3     Mechanics of Voting Allocated Shares
         13.4     Voting of Unallocated Shares
         13.5     Tender or Exchange of Allocated Shares
         13.6     Tender or Exchange of Unallocated Shares.
         13.7     Voting of Deceased Participant's Shares

    14   Designation of Beneficiaries.........................................65

         14.1     Designation of Beneficiary
         14.2     Failure to Designate Beneficiary

    15   Administration of the Plan...........................................66

         15.1     The Committee.
         15.2     The Trustee.
         15.3     Committee's Responsibility for Entering into Exempt Loans
                  and Valuation of Shares
         15.4     Committee's Power to Engage Outside Experts.
         15.5     Composition of Committee.
         15.6     Actions of Committee.
         15.7     Disbursement of Plan Funds.
         15.8     Application for Benefits.
         15.9     Denied Claims for Benefits
         15.10    Indemnification.
         15.11    Agent for Service of Process.

    16   Expenses.............................................................71

         16.1     Payment of Plan Expenses
         16.2     Expenses Attributable to Investment of Plan Assets and
                  Taxes.

    17   Employer Participation...............................................72

         17.1     Adoption of Plan by Affiliated Employer
         17.2     Termination of Participation by Participating Employer
         17.3     Effect of Termination of Participation by Participating
                  Employer.
         17.4     Limitations on Transfer of Plan Assets to Successor Plan
         17.5     Shares Allocated to Suspense Fund Excluded from Transfer
                  of Plan Assets to Successor Plan.

    18   Amendment or Termination of the Plan.................................75

         18.1     Amendment, Suspension or Termination of Plan
         18.2     Power to Retroactively Amend, Suspend or Terminate Plan
                  Provisions
         18.3     Notice of Amendment, Suspension or Termination
         18.4     Effect of Termination of Plan.
         18.5     Partial Termination of Plan
         18.6     Trust for Exclusive Benefit of Participant

    19   Top-Heavy Plan Requirements..........................................78

         19.1     Top-Heavy Plan - In General
         19.2     Effect of Top-Heavy Status
         19.3     Top-Heavy Vesting Schedule.
         19.4     Definitions.
         19.5     Maintenance of Defined Benefit Plan in Addition to Plan.

    20   General Limitations and Provisions...................................84

         20.1     Exclusive Benefit of Participants and Beneficiaries
         20.2     No Rights to Continued Employment
         20.3     Trust Sole Source of Benefits.
         20.3     Trust Sole Source of Benefits.
         20.4     Risk of Decrease in Assets
         20.5     Incapacity of Participant or Beneficiary.
         20.6     Antialienation; Qualified Domestic Relations Orders
         20.7     Inability to Locate Participant or Beneficiary.
         20.8     Failure to Receive IRS Approval.
         20.9     Contributions Conditioned on Deductibility.
         20.10    Mistake of Fact
         20.11    Communications with Committee.
         20.12    Communications with Participants and Beneficiaries.
         20.13    Prior Service Credit
         20.14    Gender and Number
         20.15    Headings
         20.16    Governing Law.
         20.17    Severability of Provisions
         20.18    Heirs, Assigns and Personal Representatives
         20.19    Reliance on Data and Consents.
         20.20    Qualified Military Service.


    21   Application to Puerto Rico Employees.................................93

         21.1     Modifications Applicable to Puerto Rico.





<PAGE>



                                 THE SCHWABPLAN
                     RETIREMENT SAVINGS AND INVESTMENT PLAN

                        as Amended through June 24, 1999


                       SECTION 1. INTRODUCTION AND PURPOSE

     1.1    The Plan  Sponsor  established and maintains the Plan to enable each
Participant  to  benefit,  in  accordance  with  the  terms  of the  Plan,  from
contributions  made by the Employer  and from any  increases in the value of the
Plan assets  through  investment of such assets.  The Plan is comprised of three
parts:  (i) a  Section  401(k)  plan,  (ii) a profit  sharing  plan and (iii) an
employee stock  ownership plan. The purpose of the employee stock ownership plan
portion  of the Plan is to align  Employees'  interests  with the  interests  of
shareholders.  It is anticipated that any Employer contributions to the employee
stock  ownership  plan will be invested  primarily  or entirely in Shares of The
Charles Schwab  Corporation,  that the employee stock ownership plan may acquire
such  Shares  of The  Charles  Schwab  Corporation  from  time to time  with the
proceeds of one or more Exempt  Loans,  the repayment of which may be secured in
part by a pledge of the Shares of The Charles Schwab  Corporation  acquired with
those loan proceeds,  and that any Employer  contributions to the employee stock
ownership  plan may be used in full or in  substantial  part to the  payment  of
interest on, and retirement of principal of, such Exempt Loans.
     This  Plan  is a  restatement  of the  SchwabPlan  Retirement  Savings  and
Investment  Plan,  which was  initially  effective  as of October  1, 1983.  The
effective date of this  restatement is January 1, 2001. The rights of any person
who terminated employment or who retired on or before the effective date of this
restated Plan or any provision  hereof,  including  his or her  eligibility  for
benefits and the time and form in which benefits, if any, will be paid, shall be
determined  solely  under the terms of the Plan  provisions  as in effect on the
date of his or her  termination of employment or retirement,  unless such person
is  thereafter  reemployed  and again becomes a  Participant.  The rights of any
other person shall be determined  solely under the terms of this restated  Plan,
except as may otherwise be required by law.
     The Plan and Trust are  intended  to qualify as a plan and trust  which are
qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code.
The Plan is intended to qualify in part as a profit  sharing plan (as defined in
Section  401(a)(27)  of the  Code)  and in  part as a stock  bonus  plan  and an
employee stock ownership plan (as defined by Section  4975(e)(7) of the Code and
Section 407(d)(6) of the Act) designed to invest primarily in shares of stock of
the Employer which meet the  requirements for "qualifying  employer  securities"
under  Section  4975(e)(8)  of the Code and Section  407(d)(5)  of the Act.  All
provisions of the Plan and Trust shall be construed accordingly.
     All Trust Fund assets  acquired under the Plan as a result of debt incurred
to purchase Shares,  Employer  contributions,  income and other additions to the
Trust Fund shall be administered,  distributed, forfeited and otherwise governed
by the provisions of the Plan. It is intended that the Trust associated with the
Plan be exempt  from  federal  income  taxation  pursuant to the  provisions  of
Section 501(a) of the Code. Subject to the provisions of Section 16 of the Plan,
the  assets  of the Plan  shall  be  applied  exclusively  for the  purposes  of
providing  benefits to  Participants  and  Beneficiaries  under the Plan and for
defraying   expenses  incurred  in  the  administration  of  the  Plan  and  its
corresponding Trust.

                             SECTION 2. DEFINITIONS

     When used herein the following terms shall have the following meanings:
     2.1    "Account"  means the account or accounts  established and maintained
on behalf of a Participant  pursuant  to (i)  Section  6.1  with  respect to the
Participant's Cash Contribution Account and (ii) Section 7.1 with respect to the
Participant's ESOP Account.
     2.2    "Act" means the Employee Retirement Income Security Act of 1974,  as
now in effect or as hereafter amended.
     2.3    "Actual  Deferral   Percentage"   means  the  average  of the ratios
(calculated  separately  for each Employee) for each Plan Year of (a) the amount
of Elective  Contributions and Matching  Contributions or Qualified  Nonelective
Contributions (if the Committee  determines to take such Matching  Contributions
or such Qualified Nonelective Contributions into account when calculating Actual
Deferral  Percentage)  on behalf of each  Employee for the relevant Plan Year to
(b)  the   Employee's   compensation   (as   defined  in   Treasury   Regulation
1.415-2(d)(10)  or in such other manner as is prescribed under Section 414(s) of
the Code) while a Participant for the relevant Plan Year.
     2.4    "Affiliated  Employer"  means any corporation which is included in a
controlled  group of  corporations  (within the meaning of Section 414(b) of the
Code) which  includes the Plan  Sponsor,  any trade or business  (whether or not
incorporated)  which is under common  control with the Plan Sponsor  (within the
meaning of Section 414(c) of the Code),  any  organization  included in the same
affiliated  service group (within the meaning of Section  414(m) of the Code) as
the Plan Sponsor and any other entity  required to be  aggregated  with the Plan
Sponsor  pursuant to the  Regulations  under Section 414(o) of the Code;  except
that for purposes of applying the  provisions of Sections 12 and 19 with respect
to the limitations on contributions, Section 415(h) of the Code shall apply.
     2.5    "Beneficiary" means the beneficiary or beneficiaries designated by a
Participant  pursuant to Section 14 to receive the amount, if any, payable under
the Plan upon the death of such Participant.
     2.6    "Board of Directors"  means the board of directors of Charles Schwab
& Co., Inc.
     2.7    "Break in Service" means a Plan Year (or for purposes of determining
membership in the Plan  pursuant to Section 3, the  Computation  Period)  during
which an  individual  has not  completed  more  than 500  Hours of  Service,  as
determined  by the  Committee in  accordance  with the  Regulations.  A Break in
Service  shall be deemed to have  commenced on the first day of the Plan Year in
which it occurs.  Solely for purposes of determining  whether a Break in Service
has occurred,  an  individual  shall be credited with the Hours of Service which
such individual  would have completed but for a maternity or paternity  absence,
as determined by the Committee in accordance  with this Section 2.7 and the Code
and Regulations;  provided, however, that the total Hours of Service so credited
shall not exceed  501 Hours of  Service  and that the  individual  shall  timely
provide  the  Committee  with such  information  as it shall  require.  Hours of
Service credited for a maternity or paternity absence shall be credited at eight
Hours of Service per day and shall be credited  entirely (i) in the Plan Year or
Computation  Period in which the  absence  began if such  Hours of  Service  are
necessary  to  prevent  a Break in  Service  in such Plan  Year,  or (ii) in the
following  Plan Year or  Computation  Period.  For purposes of this Section 2.7,
maternity or paternity  absence shall mean an absence from work by reason of the
individual's pregnancy,  the birth of the individual's child or the placement of
a child with the  individual  in  connection  with adoption of the child by such
individual,  or for  purposes  of caring for a child for the period  immediately
following such birth or adoption.
     2.8    "Cash  Contribution  Account"  means   the   account   or   accounts
established  and  maintained on behalf of a Participant  pursuant to Section 6.1
with   respect   to   the   Participant's   Elective   Contributions,   Matching
Contributions, Profit Sharing Contributions, Qualified Nonelective Contributions
or Rollover Contributions.
     2.9    "Code" means the Internal  Revenue Code of 1986, as now in effect or
as hereafter amended. All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.
     2.10   "Committee"  means  the  Administrative  Committee  of  the Employer
provided for in Section 15. For  purposes of the Act, the Employer  shall be the
"named  fiduciary"  (with  respect  to  the  matters  for  which  it  is  hereby
responsible  under the Plan) of the Plan,  and the  Employer  shall be the "plan
administrator" of the Plan within the meaning of Section 3(16)(A) of the Act.
     2.11   "Compensation"  means a  Participant's  W-2 compensation  related to
services rendered to the Employer,  excluding (i) living allowances, (ii) travel
or commuting  allowances,  (iii)  reimbursements  for financial  planning,  (iv)
amounts that are paid as a result of participation  in the Employer's  Long-Term
Incentive Plan, (v) employee  referral  awards,  (vi) special  incentive  awards
(other  than  regular  bonus  programs),  (vii)  reimbursements  for  relocation
expenses,  (viii) commissions (other than "dual commissions",  commissions based
on  trading  results  that  are  paid to  traders  who  are  also  salaried  and
commissions where the  Participant's  only form of remuneration is commissions),
(ix) income items  attributable to the taxable portion of employee  benefits and
any cash  payments  made as a result of an  Employee's  election  not to receive
insured  benefits  pursuant to the  Company's  Pre-Tax  Contribution  Plan,  (x)
amounts paid as short term disability benefits, (xi) any income items reflecting
grants in aid, and (xii)  compensation in excess of $150,000  (adjusted for cost
of  living  to the  extent  permitted  by  Section  401(a)(17)  of the  Code and
Regulations).  For purposes of determining the whole  percentage of Compensation
for which a Participant may make a Salary Reduction  Agreement,  and not for any
other  purposes,  subparagraph  (ix) hereof shall be  disregarded.  Compensation
shall be  determined  prior to reduction for (i) any  contributions  pursuant to
such Participant's election under Section 5.1, (ii) any contributions made by an
Employer on behalf of the Participant in the Plan Year pursuant to a Participant
salary reduction  election that are not includable in the  Participant's  income
under Section 125 of the Code, and (iii) any  contributions  made by an Employer
on behalf of the  Participant in the Plan Year pursuant to a Participant  salary
reduction  election that are not  includable in the  Participant's  income under
Section 132(a)(5) of the Code.
     2.12   "Computation  Period"  means a 12 consecutive month period beginning
on the day an  individual first performs an Hour of Service or first performs an
Hour of Service following a Break in Service. Thereafter, the Computation Period
shall be the Plan  Year,  commencing  with the Plan Year that  includes  the day
immediately following the last day of the Computation Period determined pursuant
to the first sentence hereof.
     2.13   "Contribution   Percentage"   means  the  average  of   the   ratios
(calculated  separately  for each  Participant  for each  Plan  Year) of  (a)(i)
Matching Contributions,  if any, made by the Employer on behalf of a Participant
and (ii) Elective  Contributions,  (if the Committee elects to take into account
Elective Contributions when calculating the Contribution  Percentage) to (b) the
Employee's compensation (as defined in Section 1.415-2(d)(10) of the Regulations
or in such other manner as is prescribed under Section 414(s) of the Code) while
a Participant for the relevant Plan Year.
     2.14   "Deferred Retirement Date" shall  have  the  meaning  set  forth  in
Section 9.2.
     2.15   "Disability" means  the  inability  to  engage  in  any  substantial
gainful  activity   considering  the  Participant's   age,  education  and  work
experience by reason of any medically  determined  physical or mental impairment
that has continued without  interruption for a period of at least six months and
that can be expected  to be of long,  continued  and  indefinite  duration.  The
determination  of the  Committee  as to whether a  Participant  has a Disability
shall be final, binding and conclusive.
     2.16   "Effective Date" means October 1, 1983.
     2.17   "Elective Contributions"  means  contributions  made  to  the  Trust
Fund  pursuant  to a  Participant's  Salary  Reduction  Agreement  entered  into
pursuant to Section 5.1, and which are  considered  tax deferred  under  Section
401(k) of the Code.
     2.18   "Elective Contribution Subaccount" means the account established and
maintained on behalf of a Participant pursuant to Section 6.2(a) with respect to
his or her Elective Contributions and Qualified Nonelective Contributions.
     2.19   "Employee"  means any "regular employee" of the Employer who is paid
through  United States payroll and for whom the Employer is required to withhold
United States Federal  employment  taxes excluding (i) any person covered by any
other  pension,  profit  sharing or  retirement  plan to which any  Employer  or
Affiliated  Employer is required to contribute  either  directly or  indirectly,
(ii) any nonresident  alien individual who received no earned income (within the
meaning of Section  911(d)(2)) from the Employer which  constitutes  income from
sources within the United  States,  (iii) any employee who is included in a unit
of employees covered by a negotiated  collective bargaining agreement which does
not provide  for his or her  membership  in the Plan,  (iv) any  individual  who
provides  services  to  the  Employer  pursuant  to  an  independent  contractor
agreement, irrespective of whether such individual is subsequently retroactively
reclassified  as a common law  employee  for periods  during  which the Employer
originally classified such individual as an independent contractor,  and (v) any
individual  who  provides  services to the  Employer  pursuant  to an  agreement
between the Employer and a temporary  agency or other  leasing  organization.  A
director of the Employer is not eligible for  membership in the Plan unless such
director is also an Employee.  A leased employee  (within the meaning of Section
414(n)  of the Code) is not  eligible  for  membership  in the Plan  unless  the
Employer designates such individual as eligible for membership in the Plan.
     2.20   "Employer"  means Charles  Schwab & Co.,  Inc. and any Participating
Employer  which  adopts  this  Plan  subject  to the  approval  of the  Board of
Directors.
     2.21   "ESOP Account"  means  the  account  established  and  maintained on
behalf of a Participant  pursuant to Section 7.1 with respect to his or her ESOP
Contributions.
     2.22   "ESOP Contributions" means the Employer contributions, if any, made
to the Plan on behalf of a  Participant  pursuant  to Section  4.2(c).
     2.23   "Entry Date" means the first day of each calendar month.
     2.24   "Exempt  Loan" means any loan to the Plan or Trust not prohibited by
Section  4975(c) of the Code and  Section  406 of the Act because the loan meets
the requirements set forth in Section  4975(d)(3) of the Code, Section 408(b)(3)
of the Act and the  Regulations  promulgated  thereunder,  the proceeds of which
loan are used within a reasonable  time after receipt by the Trust Fund only for
any or all of the following  purposes:  (a) to acquire Shares;  (b) to repay the
same Exempt Loan; or (c) to repay any previous Exempt Loan.
     2.25   "Highly Compensated Participant" means any  Participant  who, during
the relevant period, is treated as a highly  compensated  employee under Section
414(q) of the Code.  For  purposes  of  determining  which  Employee is a Highly
Compensated Participant,  the look-back determination shall be made on the basis
of the  calendar  year.  The Plan shall comply with the  procedures  of Treasury
Regulation  1.401(k)-1(f) to the extent applicable.  For purposes of determining
which Employee is a Highly Compensated Participant:
            (a)      Highly  Compensated   Participant   means   a   Participant
who performs Services during the  determination  year and is described in one or
more of the following groups:
                     (1)      An  Employee who is a five percent (5%) owner,  as
defined in Section  416(i)(1) of the Code, at any time during the  determination
year or the look-back year.
                     (2)      An  Employee  who:  (a) had  compensation from the
Employer in excess of $80,000 (indexed as referenced in Section 414(q)(1) of the
Code) during the look-back year and (b) if the Employer  elects the  application
of this Subsection  2.25(A)(2) for such look-back year, such Employee was in the
"top-paid group" for the look-back year.
            (b)      For purposes of this Section:
                     (1)      The determination  year is the Plan Year for which
the determination of who is a Highly Compensated Participant is being made.
                     (2)      The look-back year is  the  calendar  year  ending
with or within the determination year.
                     (3)      The "top-paid  group" consists of the  top  twenty
percent (20%) of Employees  ranked on the basis of compensation  received during
the look-back  year. For purposes of determining  the number of Employees in the
top-paid  group,  Employees  described in Section  414(q)(5) of the Code and the
Regulations promulgated thereunder are excluded.
                     (4)      For  purposes  of  this  Section  2.25,  the  term
"compensation" means compensation as defined in Section 414(q)(4) of the Code.
                     (5)      Employers  aggregated  under Section  414(b), (c),
(m), or (o) of the Code are treated as a single employer.
                     (6)      Highly  Compensated  Participants include a former
Employee who had a separation year prior to the determination year and who was a
Highly  Compensated  Participant for either (A) the determination  year in which
the Employee  separated from Service or (B) any determination  year ending on or
after the Employee's  55th  birthday.  With respect to an Employee who separated
from Service  before  January 1, 1987,  an Employee will be included as a Highly
Compensated  Participant  only if the  Employee was a five percent (5%) owner or
received  Compensation in excess of $50,000 during (1) the determination year in
which the Employee separated from Service (or the year preceding such separation
year) or (2) any year ending on or after such  Employee's  55th birthday (or the
last year ending before such Employee's 55th birthday).
     2.26   "Hours  of  Service"  means  hours during the applicable Computation
Period in which an  individual  performs  Service or is  treated  as  performing
Service and, except in the case of military  service or as otherwise  determined
by the Committee,  for which the Participant is directly or indirectly  entitled
to payment.  Hours of Service  shall be credited  for the  applicable  period in
which  such  Hours  of  Service  accrue  in  accordance  with  Labor  Department
Regulation 29 CFR ss. 2530.200b-2(c), which regulation is incorporated herein by
reference; provided that Hours of Service for reasons other than the performance
of duties shall be credited in accordance  with Labor  Department  Regulation 29
CFR ss. 2530.200b-2(b), which regulation is incorporated herein by reference.
     The  term  "Service"   includes   performance   of   duties   (or   periods
which are  treated as the  performance  of duties)  for the  Employer or for any
Affiliated  Employer  (under  rules  determined  by  the  Committee,   uniformly
applicable to all  individuals  similarly  situated and in  accordance  with the
Regulations)  for  which  an  individual  is  entitled  to  receive  credit  for
"Service", including (i) vacation, (ii) holiday, (iii) absence authorized by the
Employer for sickness or incapacity  (including disability or leave of absence),
(iv) layoff,  (v) jury duty,  (vi) if and to the extent required by the Military
Selective Service Act, as amended or any other federal law, service in the Armed
Forces of the United  States and (vii) an approved  leave of absence  granted by
the Employer to an  individual on or after August 5, 1993 pursuant to the Family
Medical Leave Act, but only if such individual  returns to work for the Employer
at the end of such approved  leave.  Service also  includes  periods of time for
which back pay,  irrespective of mitigation of damages,  is awarded or agreed to
by the  Employer  or any  Affiliated  Employer;  provided  that  such  award  or
agreement is not already  credited as Service  under either of the preceding two
sentences.  Service  shall also include (i) Service with any entity formed under
the laws of a foreign  jurisdiction  if such entity  would have  constituted  an
Affiliated  Employer  had such entity  been formed  under the laws of the United
States,  and (ii) any period of a Participant's  prior employment with any other
organization  upon such terms and  conditions  as the  Committee may approve and
subject to any required IRS approval.  Notwithstanding the foregoing,  (i) Hours
of Service  credited with respect to an  individual's  service with  BankAmerica
Corporation or a related corporation between January 11, 1983 and March 31, 1987
shall be considered Service only if such individual was employed by the Employer
prior to November 24, 1993,  (ii) Hours of Service  credited  with respect to an
individual's service with BankAmerica Corporation or a related corporation prior
to January 11, 1983 shall be considered Service, but only if such individual was
employed by the Employer prior to April 1, 1987, (iii) Hours of Service credited
with  respect to service  with Mayer &  Schweitzer,  Inc.  prior to July 1, 1991
shall be considered  Service,  and (iv) Service  shall include  service with The
Rose Company prior to April 1, 1989, with Performance  Technologies,  Inc. prior
to August 31, 1994,  with  TrustMark,  Inc. prior to July 31, 1995, with Hampton
Pension Services, Inc. prior to November 6, 1995, with CyBerCorp., Inc. prior to
March 1, 2000, with U.S. Trust  Corporation and its affiliates  prior to May 31,
2000, with Chicago Investment  Analytics,  Inc. prior to November 14, 2000, and,
in the case of any other companies that become affiliated with the Company, such
service as may be determined by the Committee from time to time.
     2.27   "IRS" means the United States Internal Revenue Service.
     2.28   "Labor Department" means the United States Department of Labor.
     2.29   "Matching Contribution"  means  any  Employer  contribution, if any,
made to the Plan on behalf of a Participant pursuant to Section 4.2(a).
     2.30   "Matching Contribution Subaccount"  means  the  account  established
and  maintained  on behalf of a  Participant  pursuant  to Section  6.2(b)  with
respect to the Participant's Matching Contributions.
     2.31   "Non-Participating Affiliate" means an Affiliated Employer  that  is
not a Participating Employer.
     2.32   "Normal Retirement Date" shall have the meaning set forth in Section
9.1.
     2.33   "Participant"  means  any Employee who has satisfied the eligibility
requirements of Section 3 below.
     2.34   "Participating  Employer"  means Charles Schwab & Co., Inc.  or  any
other Affiliated  Employer,  the board of directors or equivalent governing body
of which shall adopt the Plan and Trust Agreement by appropriate action with the
written  consent of the Board of  Directors.  By its  adoption  of this Plan,  a
Participating  Employer  shall be deemed to appoint  Charles Schwab & Co., Inc.,
the Committee and the Trustee its exclusive  agent to exercise on its behalf all
of the power  and  authority  conferred  by this  Plan  upon the  Employer.  The
authority of Charles Schwab & Co., Inc., the Committee and the Trustee to act as
such agent shall continue  until the Plan is terminated as to the  Participating
Employer and the relevant Trust Fund assets have been distributed by the Trustee
as provided in Section 17 of this Plan.
     2.35   "Plan"  means  this  SchwabPlan  Retirement  Savings  and Investment
Plan as the same is stated herein and as it may be amended from time to time.
     2.36   "Plan Sponsor" means The Charles Schwab Corporation.
     2.37   "Plan Year" means the calendar year.
     2.38   "Profit  Sharing  Contribution"  means the Employer contribution, if
any, made to the Plan on behalf of a Participant pursuant to Section 4.2(b)(ii).
     2.39   "Profit  Sharing  Subaccount"  means  the  account  established  and
maintained on behalf of a Participant pursuant to Section 6.2(c) with respect to
the Participant's Profit Sharing Contributions.
     2.40   "Purchasing Agent"  means  the  agent  designated  by the Trustee to
enter into certain transactions with respect to Shares hereunder.
     2.41   "Qualified   Nonelective   Contribution"      means   the   Employer
contribution, if any, made to the Plan on behalf of a  Participant  pursuant  to
Section 4.2(b)(i).
     2.42   "Regulations"  means  the  applicable  regulations  issued under the
Code or the Act by the IRS,  the  Labor  Department  or any  other  governmental
authority and any temporary  rules or releases  promulgated by such  authorities
pending the issuance of such regulations.
     2.43   "Restated Effective Date" shall mean January 1, 2001.
     2.44   "Retirement  Date"   means  the  Participant's  Normal  or  Deferred
Retirement Date which has become effective pursuant to Section 9 below.
     2.45   "Rollover Subaccount"  means  the account established and maintained
on behalf of a  Participant  pursuant  to  Section  6.2(d)  with  respect to the
Participant's Rollover Contributions.
     2.46   "Rollover Contribution"  means  any contribution made by an Employee
pursuant to Section 5.6.
     2.47   "Salary  Reduction  Agreement"    means  an  agreement   between   a
Participant and the Employer entered into pursuant to Section 5.1.
     2.48   "Shares" means  (i)  with  respect  to Plan assets acquired with the
proceeds  of an Exempt  Loan,  the common  stock  issued by The  Charles  Schwab
Corporation or any successor  corporation  thereto  meeting the  requirements of
both  Section  4975(e)(8)  of the  Code  and  Section  407(d)(5)  of the Act for
"qualifying  employer  securities,"  and (ii) with  respect to Plan assets other
than those  acquired  with the proceeds of an Exempt  Loan,  stock issued by The
Charles Schwab Corporation or any successor  corporation  thereto,  of any type,
kind or class  meeting  the  requirements  of Section  407(d)(5)  of the Act for
"qualifying  employer  securities".  All valuations of Shares, where such Shares
are not readily  tradable  on an  established  securities  market and where such
valuations relate to activities  carried on by the Plan, shall be made by one or
more   independent   appraisers   retained  by  the  Committee,   who  meet  the
requirements,  if any,  of the Code and  Regulations.  To the  extent and in the
manner required by the Code and Regulations, all independent appraisers, if any,
making  appraisals  pursuant to the foregoing  sentence shall be registered with
the IRS.
     2.49   "Surviving  Spouse"   means  the  survivor  of a Participant to whom
such Participant was legally married on the date of the Participant's death.
     2.50   "Suspense Subfund" means the subfund established under Section 7.3.
     2.51   "Taxable  Compensation"   means  the  W-2  compensation  paid  to an
individual for Service during any period under consideration.
     2.52   "Taxable Year" means the calendar year.
     2.53   "Total Break in Service" means a period of five or more  consecutive
Computation  Periods  in which a  Participant  incurs a Break in  Service,  with
respect to a Participant who did not have a nonforfeitable  right to any portion
of his or her Profit  Sharing  Subaccount or ESOP Account prior to the beginning
of the first such Computation Period.
     2.54   "Trustee"  means  the  Trustee  selected by the Employer to hold the
funds  contributed  by the  Employer to provide  benefits  under the Plan or any
successor or substitute.
     2.55   "Trust  Agreement"   means  the  SchwabPlan  Retirement  Savings and
Investment  Plan Trust  Agreement,  as it may from time to time be amended,  and
such additional and successor trust agreements as may be executed.
     2.56   "Trust Fund" means the funds held by the Trustee from which payments
to the Trustee are made to provide benefits under the Plan.
     2.57   "Valuation  Date"   means  the  last  day  of each Plan Year or such
interim periods as the Committee may designate from time to time.
     2.58   "Vested Interest" means the portion of a Participant's Account which
has become  nonforfeitable  pursuant to Section 10.3 below.
     2.59   "Year of Service"   means  a  Computation  Period  during  which  an
individual   completed  at  least  1,000  Hours  of  Service  or  satisfied  any
alternative  requirement,  as determined  by the Committee  from time to time in
accordance with the Regulations.





                            SECTION 3. PARTICIPATION

     3.1    Commencement of Participation.
            (a)      An Employee who is a Participant as of the date immediately
preceding the Restated  Effective Date shall continue to be a Participant of the
Plan as of the Restated Effective Date.
            (b)      An  Employee  who  is  not  a  Participant  on the Restated
Effective  Date and who (A) is in Service on the Restated  Effective Date or (B)
commences  Service on or after the Restated  Effective Date shall be eligible to
become a Participant  of the Plan on the first day of the fourth  calendar month
following  his or her  commencement  of Service  (or, in the case of an Employee
whose service  commences on the first day of a month, the first day of the third
calendar month following his or her commencement of Service),  provided that the
Employee completes at least one Hour of Service in each such month.
            (c)      An Employee who is eligible to  become  a  Participant, but
declines to  participate  in the Plan,  may become a Participant at any time, as
soon as administratively feasible following a request to participate.
            (d)      An  Employee  who  satisfies  the  requirements  of Section
3.1(b)(ii)  for  participation  but who  terminates  Service prior to becoming a
Participant  in the Plan and  subsequently  becomes an  Employee  again prior to
incurring  a Break in  Service  will  become a  Participant  in the Plan for all
purposes as of the first day on which such individual again becomes an Employee.
     3.2    Cessation of Participation.  A  Participant  shall  cease  to  be  a
Participant  upon the earliest to occur of (i) the  Participant's  retirement on
his or her Retirement Date, (ii) the Participant's  death or Disability or (iii)
the  Participant's  termination of Service prior to his or her  Retirement  Date
followed by a Break in Service. A Participant who, without any Break in Service,
ceases to be an Employee  for any reason,  shall not cease to be a  Participant,
provided that,  notwithstanding  any other  provision of the Plan, and except as
provided in Section 4.3, no  contribution  shall be made for the benefit of such
Participant,  no  contributions  under  the Plan  shall be  allocated,  added or
otherwise  credited to the Account of such  Participant,  and no  contributions,
forfeitures or Shares released from a Suspense Subfund shall be allocated, added
or otherwise credited to the Account of such Participant on or after the date on
which such Participant  ceases to be an Employee and before the first day of the
Plan  Year  coincident  with or  preceding  the  date,  if any,  on  which  such
Participant again resumes Service as an Employee.
     3.3    Readmission After Cessation of Participation.  A Participant who has
incurred a Total Break in Service and  subsequently  returns to Service shall be
treated as a new Employee for all  purposes of the Plan.  In all other cases,  a
former  Participant  who returns to Service  following a Break in Service  shall
again become a Participant as soon as  administratively  feasible following such
former Participant's  return to Service,  except that if such former Participant
is  not  then  an  Employee,  such  former  Participant  shall  again  become  a
Participant  as soon as  administratively  feasible  following  the first day on
which such former Participant again becomes an Employee.
     3.4    Waiver  of  Participation.   An  individual  who  has  satisfied the
requirements for  participation  set forth in Section 3.1 may permanently  waive
participation in the Plan, but only if such individual is on temporary  transfer
of employment to a Participating Employer from a Non-Participating Affiliate.




                        SECTION 4. EMPLOYER CONTRIBUTIONS

     4.1    Elective  Contributions.    The   Employer  shall,  subject  to  the
limitations  of  Sections 5 and 12,  contribute  to the Trust Fund for each Plan
Year on behalf of all  Participants  the total amount of Elective  Contributions
designated  to be  contributed  pursuant to Salary  Reduction  Agreements  under
Section  5.1.  Such  contributions  shall be paid in cash by the Employer to the
Trustee as soon as practicable, but in no event later than 15 days from the date
on which such amounts  otherwise  would have been payable to the  Participant in
cash.
     4.2    Employer Contributions.
            (a)      Subject  to  the  limitations  of  Section 12, the Employer
shall  contribute  Matching  Contributions  to the  Trust  Fund on behalf of all
Participants  for  whom  Elective  Contributions  have  been  made  equal  to  a
percentage of such Elective  Contributions  made for each such Participant.  The
percentage (and, if desired, a maximum dollar amount) of Matching  Contributions
shall be determined from time to time by the Board of Directors and communicated
to the Participants.
            (b)      Subject to the limitations of Section 12,for any Plan Year,
the  Board  of  Directors  may  designate  (i) a  percentage  of  the  aggregate
Compensation  of all  Participants or a fixed dollar amount to be contributed to
the  Plan  as  Qualified   Nonelective   Contributions   on  behalf  of  certain
Participants who are not Highly Compensated  Participants and may designate (ii)
a percentage of the aggregate Compensation of all Participants or a fixed dollar
amount to be contributed to the Plan as Profit Sharing  Contributions  on behalf
of all Employees who are or would be Participants  but for their election not to
make Elective Contributions.
            (c)      Subject   to   the  limitations  of  Section  12,  and  the
provisions of any applicable loan or contribution agreement,  the Employer shall
contribute to the Trust Fund for each Plan Year as ESOP  Contributions  such sum
as the Board of Directors may, in its sole discretion,  determine, which sum may
be zero. All or any part of the contributions made under this Section 4.2(c) may
be applied to repay any outstanding  Exempt Loan. The Committee may,  subject to
any pledge or similar  agreement,  direct or determine the  proportions  of such
contributions which are applied to repay each such Exempt Loan and, with respect
to any particular Exempt Loan, the proportion of such contribution to be applied
to repay principal and interest on such Exempt Loan.
     4.3    Allocation  of  Matching Contributions, Profit Sharing Contributions
and ESOP Contributions.  Matching Contributions shall only be allocated to those
Participants  employed by the Employer on the last day of the Plan Year.  Profit
Sharing  Contributions  and  ESOP  Contributions  shall  only  be  allocated  to
Participants  who are  members of the  Allocation  Group for the Plan Year.  For
purposes  of  Sections  4 and 7, the term  "Allocation  Group"  means  the group
consisting  of (i) each  Participant  who is employed by the  Employer as of the
last day of the Plan Year, and (ii) each  Participant  whose employment with the
Employer  terminated  during  the Plan Year by reason  of  Disability,  death or
retirement  on or  after  the  Participant's  Retirement  Date.  Profit  Sharing
Contributions  and ESOP  Contributions  shall be allocated among the Accounts of
Participants  who are members of the  Allocation  Group for the Plan Year in the
same proportion that a Participant's  Compensation during the Plan Year bears to
the total Compensation  during the Plan Year of all Participants who are members
of the  Allocation  Group for such Plan  Year.  For  purposes  of the  preceding
sentence,  Compensation earned by a Participant prior to the Participant's entry
into the Plan  pursuant to Section  3.1(b)(ii)  shall not be taken into account.
For purposes of this Section,  a Participant who transfers  employment  during a
Plan Year from a Participating Employer to a Non-Participating Affiliate will be
considered  employed by the  Employer  as of the last day of the Plan Year,  but
such   Participant's   Compensation  shall  not  include  amounts  paid  by  the
Non-Participating Affiliate.
     Notwithstanding the foregoing, and subject to  compliance  with  applicable
law, including the regulations issued pursuant to Code Section 401(a)(4), at the
election of the Board of Directors,  a contribution may be made solely on behalf
of the employees of one or more  Employers,  to be allocated in accordance  with
this  section but solely  among those  Participants  who are  employees  of such
Employer[s].
     4.4    Timing of Employer Contributions.
            (a)      Any Profit  Sharing  Contributions,  Qualified  Nonelective
Contributions  and ESOP  Contributions  shall be  deemed  made on  account  of a
Taxable  Year if (i) the  Board  of  Directors  determines  the  amount  of such
contribution by appropriate  action, (ii) the Employer designates such amount in
writing as payment on account of such Taxable Year or (iii) the Employer  claims
such amount as a deduction on its federal tax return for such Taxable Year.
            (b)      Profit Sharing Contributions, Matching  Contributions, and,
subject  to the  provisions  of any  Exempt  Loan,  ESOP  Contributions  for any
particular  Taxable Year may be paid to the Trustee in installments,  but in any
event  such  contributions  shall  be paid no  later  than  the due date for the
Employer's  federal  income tax return for such Taxable Year.  The Employer may,
during any Taxable Year, make advance payments toward its contributions for such
Taxable  Year.  Any  income,  earnings  or  appreciation  earned  by any  amount
contributed  by the Employer  prior to the end of the Plan Year shall be treated
as part of the Profit Sharing  Contributions,  Matching  Contributions,  or ESOP
Contributions,  as the case may be, for such Plan Year.  On or about the date of
such payment the  Committee  shall be advised of the amount of such payment upon
which its allocation pursuant to Section 4.3 is to be calculated.
     4.5    Forfeitures.  Forfeitures  arising  during the Plan Year pursuant to
Section 10 shall be used to reduce the amount of Matching Contributions made for
such Plan Year  pursuant  to  Section  4.2(a).  To the extent the amount of such
forfeitures  exceeds  the amount of Matching  Contributions  to be made for such
Plan Year, such excess shall be reallocated as Profit Sharing  Contributions  on
the  last  day  of  the  Plan  Year  in  which  such  forfeiture  occurs  to all
Participants  entitled  to receive  Profit  Sharing  Contributions,  in the same
proportion as contributions are allocated pursuant to Section 4.3. Provided,  in
either  case,  that  forfeitures  shall  first  be used to fund  adjustments  to
Participants'  Accounts  required to correct  operational  errors, to the extent
directed  by the  Committee,  or to  fund  any  amounts  to be  recredited  to a
Participant's Account pursuant to Section 10.5.
     4.6    Contribution Percentage Test.
            (a)      Participant's  Contribution  Percentages  must  satisfy  at
least one of the following tests:
                     (1)      The   Contribution   Percentage   for  the  Highly
Compensated  Participants  shall not exceed the  Contribution  Percentage of all
other Participants for the preceding Plan Year multiplied by 1.25; or
                     (2)      (A)     The excess of the  Contribution Percentage
for the Highly Compensated  Participants over the Contribution Percentage of all
other  Participants  for the  preceding  Plan  Year  shall  not be more than two
percentage  points and (B) the  Contribution  Percentage for Highly  Compensated
Participants  shall not be more than the  Contribution  Percentage for all other
Participants for the preceding Plan Year multiplied by 2.
            (b)      The  Employer  may  elect  to  apply the foregoing tests by
using  current Plan Year data rather than utilize data from the  preceding  Plan
Year. If such an election is made,  it may not be changed  except as provided by
Secretary of the  Treasury.  Notwithstanding  the  foregoing,  for the 1997 Plan
Year,  the  Employer may rely on the  transitional  relief set forth in Internal
Revenue Service Notice 97-2 to use current Plan Year data to apply the foregoing
tests.
            (c)      All Matching Contributions and Elective Contributions  that
are made under two or more plans that are  aggregated  for  purposes of Sections
401(a)(4)  and 410(b) of the Code are to be treated as made under a single plan;
and if two or more plans are  permissively  aggregated  such plans shall satisfy
Sections  401(a)(4)  and 410(b) as though they were a single plan in  accordance
with Section 410(m) of the Code and Section 1.401(m)-1 of the Regulations.
            (d)      For  purposes  of  this Section 4.6, Matching Contributions
are  taken  into  account  for a Plan Year  only if (i) made on  account  of the
Participant's  Elective  Contributions  for the Plan Year, (ii) allocated to the
Participant's  Account  during  the Plan Year and (iii)  paid to the Trust  Fund
prior to the end of the twelfth month following the close of the Plan Year.
            (e)      In  applying  the  tests set forth in this Section 4.6, the
following rules shall apply:
                     (1)      In  the  case  of  an  Employee  who  receives  no
Matching  Contributions,  the Matching  Contributions that are to be included in
determining the Participant's Contribution Percentage are zero;
                     (2)      The availability of Matching  Contributions  shall
not discriminate in favor of Highly  Compensated Participants.
                     (3)      The distribution of excess aggregate contributions
will include the income allocable  thereto and shall be made on the basis of the
amount of Matching Contributions (and Elective Contributions, if the Regulations
permit and the Committee elects to take into account Elective Contributions when
calculating  the  Contribution  Percentage)  made on behalf of each such  Highly
Compensated   Participant.   The  income   allocable  to  the  excess  aggregate
contributions  includes income for the Plan Year for which the excess  aggregate
contributions were made in accordance with Section  1.401(m)-1(e)(3)(ii)  of the
Regulations.
                     (4)      A  Participant  shall include any  Employee who is
directly  or   indirectly   eligible  to  receive  an   allocation  of  Matching
Contributions  and includes (i) an Employee who would be a  Participant  but for
the failure to make required contributions and (ii) a Participant whose right to
receive Matching  Contributions has been suspended because of an election (other
than certain one-time elections) not to participate.
            (f)      For Plan Years commencing after December 31, 1998 for which
the Employer  uses  Section  410(b)(4)(B)  of the Code to test minimum  coverage
compliance,  the Employer may exclude from consideration all Participants (other
than  Highly  Compensated  Participants)  who have not met the  minimum  age and
service  requirements of Section 410(a)(1)(A) of the Code in determining whether
the tests set forth in Subsection 4.6(a) are met.
     4.7    Distribution of Excess Aggregate Contributions.
            (a)      The  Committee  shall  determine  as of the end of the Plan
Year,  and at such other  time or times in its  discretion,  whether  one of the
Contribution  Percentages  of Section 4.6 is  satisfied  for such Plan Year.  If
neither of the tests set forth in Section 4.6 is satisfied,  the Committee shall
distribute the excess  aggregate  contributions  in the manner described in this
Section 4.7. For purposes of this Section 4.7, "excess aggregate  contributions"
means,  with respect to any Plan Year and with respect to any  Participant,  the
excess of the aggregate amount of (i) Matching  Contributions  (and any earnings
and  losses  allocable  thereto  prior to  distribution)  and (ii) the  Elective
Contributions  (if the Regulations  permit and the Committee elects to take into
account Elective  Contributions when calculating the Participant's  Contribution
Percentage)  of Highly  Compensated  Participants  for such Plan Year,  over the
maximum  amount  of  such   contributions  that  could  be  made  on  behalf  of
Participants  without  violating the  requirements of Section 4.6. The amount of
each Highly Compensated  Participant's  excess aggregate  contributions shall be
determined  by reducing the  Matching  Contributions  of all Highly  Compensated
Participants whose  Contribution  Percentage as adjusted by this Section 4.7 are
at the  highest  percentage  rate for the Plan  Year on a pro rata  basis by one
hundredth of one percent  (0.01%).  The Committee shall continue to utilize this
procedure until one of the tests of Section 4.6 is satisfied.
            (b)      If the Committee is required to distribute excess aggregate
contributions for any Highly Compensated Participant for a Plan Year in order to
satisfy the  requirements  of Section 4.6, then the Committee  shall  distribute
such excess  aggregate  contributions  with  respect to such Highly  Compensated
Participants to the extent  practicable  before April 15th of the Plan Year next
following the Plan Year for which such excess aggregate contributions were made,
but in no event  later than the end of the Plan Year  following  such Plan Year.
For each of such  Participants,  the amounts so distributed shall be made in the
following order of priority:
                     (i)      by   distributing   Matching   Contributions   and
earnings thereon, to the extent necessary; and
                     (ii)     by  distributing  Elective   Contributions (to the
extent such amounts are included  in  the Contribution Percentage), and earnings
thereon.
            All  such  distributions  shall  be  made  to   Highly   Compensated
Participants   on  the  basis  of  the  respective   portions  of  such  amounts
attributable  to each such Highly  Compensated  Participant.  No spousal consent
shall be  required of any married  Participant  who  receives a refund of excess
aggregate contributions.
     4.8    Aggregate  Limit  for  Contribution  Percentage  and Actual Deferral
Percentage.
            (a)      The  sum  of  the  Contribution  Percentage and the  Actual
Deferral Percentage for Highly Compensated  Participants for the Plan Year shall
not exceed the "aggregate limit" defined in this Section 4.8.
            (b)      The term "aggregate limit"  means the greater of (1) or (2)
below:
                     (1)      The sum of (a) the greater  of the Actual Deferral
Percentage for all Participants other than the Highly  Compensated  Participants
or the  Contribution  Percentage  for all  Participants  other  than the  Highly
Compensated  Participants,  for the  Plan  Year  multiplied  by 1.25 and (b) the
lesser of such Actual Deferral Percentage or Contribution Percentage plus 2, but
not greater than 2 multiplied by the lesser of such Actual  Deferral  Percentage
or Contribution Percentage.
                     (2)      The  sum of (a) the lesser of the Actual  Deferral
Percentage for all Participants other than the Highly  Compensated  Participants
or the  Contribution  Percentage  for all  Participants  other  than the  Highly
Compensated  Participants,  for the  Plan  Year  multiplied  by 1.25 and (b) the
greater of such Actual Deferral  Percentage or  Contribution  percentage plus 2,
but not  greater  than 2  multiplied  by the  greater  of such  Actual  Deferral
Percentage or Contribution Percentage.
            (c)      If the aggregate limit is exceeded, the Committee shall
determine whether to: (i) make Qualified Nonelective Contributions to permit the
satisfaction  of the test set forth in  subsection  (a) hereof;  (ii) reduce the
Contribution  Percentage of the Highly Compensated  Participants as set forth in
Section  4.7;  or (iii)  reduce the  Actual  Deferral  Percentage  of the Highly
Compensated Participants as set forth in Section 5.5.






                     SECTION 5. SALARY REDUCTION AGREEMENTS
                           AND ROLLOVER CONTRIBUTIONS

     5.1    Salary Reduction Agreements.
            (a)      A  Participant  may elect to make Elective Contributions in
any Plan Year by entering into a Salary  Reduction  Agreement with the Employer.
Each  Salary   Reduction   Agreement   shall  provide  that  a  portion  of  the
Participant's  Compensation shall be paid through payroll deduction to the Trust
Fund as an  Elective  Contribution  pursuant  to Section  4.1  rather  than paid
currently to the Participant.  The Salary Reduction  Agreement shall provide for
Elective  Contributions  equal to any whole percentage  between one percent (1%)
and fifteen percent (15%) of a Participant's Compensation in any payroll period,
not to exceed the  limitation  set forth in Section 402(g) of the Code (adjusted
automatically for increases in accordance with the Regulations). Notwithstanding
the foregoing  provisions of this Section 5.1, the Committee  may, but need not,
adopt a procedure to enable Participants to make lump sum Elective Contributions
under the Plan through payroll  deductions.  No Salary Reduction Agreement shall
be effective unless the Participant has made an investment direction pursuant to
Section 8.3.
            (b)      A  Salary  Reduction  Agreement  will be taken into account
for any Plan  Year only if it  relates  to  Compensation  that  would  have been
received by the Participant in the Plan Year (but for the deferral election).
            (c)      In  the  event  that  the  aggregate  amount  of   Elective
Contributions  by a Participant  exceeds the limitation  described in subsection
(a) of this Section 5.1, the amount of such excess,  increased by any income and
decreased  by  any  losses  attributable  thereto,  shall  be  refunded  to  the
Participant  no later than the April 15th of the  calendar  year  following  the
calendar year for which the Elective  Contributions  were made. If a Participant
also  participates,  in any  calendar  year,  in any other plans  subject to the
limitations  set  forth in  Section  402(g)  of the  Code  and has  made  excess
deferrals  under this Plan when  combined  with the other plans  subject to such
limits,  to the extent the Participant  designates,  in writing submitted to the
Committee  no later than the March 1 of the  calendar  year next  following  the
calendar  year for which the  Elective  Contributions  were made,  any  Elective
Contributions under this Plan as excess deferrals, the amount of such designated
excess,  increased  by any  income  and  decreased  by any  losses  attributable
thereto,  shall be refunded to the Participant no later than the April 15 of the
calendar  year  next   following  the  calendar  year  for  which  the  Elective
Contributions were made.
     5.2    Change  or  Suspension  of  Salary  Reduction Agreements. Subject to
Section 5.1, a Participant may enter into or change his or her Salary  Reduction
Agreement at any time,  effective as soon as  practicable,  in  accordance  with
rules  determined by the  Committee.  A Participant  may also suspend his or her
Salary  Reduction  Agreement at any time, in accordance with rules determined by
the Committee.  A Participant who suspends his or her Salary Reduction Agreement
in  accordance  with this  Section  5.2 may enter  into a new  Salary  Reduction
Agreement at any time, effective as soon as administratively feasible.
            A  Participant's  most  recent  Salary  Reduction  Agreement   shall
continue  unchanged  from  year to year  unless  the  Participant  notifies  the
Committee  in  writing  of a  change  in  such  Salary  Reduction  Agreement  in
accordance with the rules determined by the Committee.
     5.3    Actual Deferral Percentage Test.
            (a)      Participants' Elective Contributions must  satisfy at least
one of the following tests:
                     (1)      The  Actual  Deferral  Percentage  for  the Highly
Compensated  Participants shall not exceed the Actual Deferral Percentage of all
other Participants for the preceding Plan Year multiplied by 1.25; or
                     (2)      (A)     The   excess   of   the   Actual  Deferral
Percentage  for the Highly  Compensated  Participants  over the Actual  Deferral
Percentage of all other  Participants  for the preceding  Plan Year shall not be
more than two percentage points, and (B) the Actual Deferral  Percentage for the
Highly  Compensated  Participants  shall  not be more than the  Actual  Deferral
Percentage for all other  Participants for the preceding Plan Year multiplied by
2.
            (b)      The  Employer  may  elect  to  apply the foregoing tests by
using  current Plan Year data rather than utilize data from the  preceding  Plan
Year. If such an election is made,  it may not be changed  except as provided by
Secretary of the  Treasury.  Notwithstanding  the  foregoing,  for the 1997 Plan
Year,  the  Employer may rely on the  transitional  relief set forth in Internal
Revenue Service Notice 97-2 to use current Plan Year data to apply the foregoing
tests.
            (c)      All  Elective Contributions that are made under two or more
plans that are aggregated  for purposes of Sections  401(a)(4) and 410(b) of the
Code are to be treated as made under a single plan; and if two or more plans are
permissively aggregated,  such plans shall satisfy Sections 401(a)(4) and 410(b)
as though they were a single plan in accordance  with Section 410(k) of the Code
and Section  1.401(k)-1  of the  Regulations.  For purposes of  calculating  the
Actual  Deferral  Percentage of any Highly  Compensated  Participant all cash or
deferred  arrangements of the Employer or any Affiliated  Employer in which such
Highly  Compensated  Participant  participates  shall be  treated as one cash or
deferred arrangement.
            (d)      In  applying  the  tests set forth in this Section 5.3, the
following rules shall apply:
                     (1)      In the case of a Participant who makes no Elective
Contributions, the Elective Contributions that are to be included in determining
the Participant's Actual Deferral Percentage are zero;
                     (2)      The  distribution  of  excess  contributions  will
include  the  income  allocable  thereto  and  shall be made on the basis of the
amount of  Elective  Contributions  on behalf  of each such  Highly  Compensated
Participant.  The income allocable to the excess  contributions  includes income
for the Plan Year for which the  excess  contributions  were made in  accordance
with Section 1.401(k)-1(f)(4)(ii) of the Regulations.
            (e)      For Plan Years commencing after December 31, 1998 for which
the Employer  uses  Section  410(b)(4)(B)  of the Code to test minimum  coverage
compliance,  the Employer may exclude from consideration all Participants (other
than  Highly  Compensated  Participants)  who have not met the  minimum  age and
service  requirements of Section 410(a)(1)(A) of the Code in determining whether
the tests set forth in Subsection 5.3(a) are met.
     5.4    Amendment  or Revocation of Salary Reduction Agreement by Committee.
The Committee  shall determine as of the end of the Plan Year, and at such other
time or times in its discretion,  whether one of the Actual Deferral  Percentage
tests of Section  5.3 will be  satisfied  for such Plan Year.  In the event that
neither of such Actual Deferral Percentage Tests is satisfied, the Committee may
amend or revoke the Salary Reduction Agreement of any Participant at any time if
it  determines  that such an amendment or revocation is necessary to ensure that
at least one of the Actual  Deferral  Percentage  tests of  Section  5.3 will be
satisfied  for any Plan Year.  The  determination  of whether it is necessary to
amend or revoke any Salary Reduction Agreement shall be made pursuant to Section
5.3 and the  procedure  for such  amendment or  revocation  shall be  determined
pursuant to Section 5.5(a).
     5.5    Distribution of Excess Contributions.
            (a)      If  neither  of  the  tests  set  forth  in Section 5.3 are
satisfied,  the Committee  shall in its  discretion,  to the extent  permissible
under the Code and the  Regulations,  refund  the  excess  contributions  in the
manner  described in Section 5.5(b).  For purposes of this Section 5.5,  "excess
contributions" means, with respect to any Plan Year, the excess of the aggregate
amount of Elective  Contributions (and any earnings and losses allocable thereto
prior to  distribution)  made by Highly  Compensated  Participants for such Plan
Year, over the maximum amount of such Elective  Contributions that could be made
by such Highly  Compensated  Participants  without violating the requirements of
Section 5.3.
            (b)      If  required  in  order  to  comply  with the provisions of
Subsection 5.3 and the Code, the Committee shall refund excess contributions for
a Plan Year.  The  distribution  of such excess  contributions  shall be made to
Highly Compensated  Participants,  to the extent  practicable,  before the March
15th of the Plan  Year  next  following  the Plan  Year for  which  such  excess
contributions  were  made,  but in no event  later than the end of the Plan Year
next  following  such Plan  Year.  Any such  distribution  shall be made to each
Highly Compensated  Participant whose Elective Contributions are the highest for
the Plan Year,  until one of the tests of  Section  5.3 is  satisfied.  Matching
Contributions  attributable  to  Elective  Contributions  returned  to a  Highly
Compensated Participant shall be distributed as provided in Section 4.6.
     5.6    Rollover Contributions.
            (a)      A  Participant may make a Rollover Contribution to the Plan
in  accordance  with  rules  established  by  the  Committee  uniformly  applied
consisting of an eligible rollover distribution,  as defined in Section 11.8(b),
from a  plan  qualified  under  Section  401(a)  of the  Code  or an  individual
retirement  account qualified under Section 408(a) of the Code (no part of which
is attributable to any source other than an eligible rollover  distribution from
a qualified  plan under  Section  401(a) of the Code);  provided  such  eligible
rollover  distribution  is in cash and  contributed to the Plan on or before the
60th day after the day in which such Participant received such eligible rollover
distribution.  If a  Participant  elects to make a  Rollover  Contribution,  the
Committee may require such evidence,  assurances,  opinions and  certifications,
including  a  statement  from the  previous  plan that such plan was a qualified
plan,  that the  Committee may deem  necessary to establish to its  satisfaction
that the amounts to be contributed qualify as an eligible rollover  distribution
and will not affect the  qualification  of the Plan or the tax-exempt  status of
the Trust under Sections 401(a) and 501(a) of the Code, respectively.  Except as
otherwise  permitted by Section 5.7, in no event shall any assets be transferred
to this Plan from any  profit  sharing,  pension or  retirement  plan that would
cause this Plan to become a  "transferee"  plan (within the meaning set forth in
Section 401(a)(11)(B) of the Code).
            (b)      Any  Rollover  Contribution  shall  be  allocated  to   the
appropriate  Participant's  Rollover  Contribution  Subaccount  which  shall  be
established and separately  accounted for. A Participant shall have at all times
a  nonforfeitable   right  in  the  amount  credited  to  his  or  her  Rollover
Contribution Subaccount.
            (c)      Each  request  by  a  Participant  to   make   a   Rollover
Contribution shall be subject to review by the Committee which shall make a case
by case determination that each Rollover Contribution meets the requirements set
forth in  Section  5.6(a),  and such other  requirements  or  conditions  as the
Committee may, from time to time and in its sole discretion,  impose;  provided,
however,  that any determination  made by the Committee pursuant to this Section
5.6 shall not have the effect of discriminating in favor of Participants who are
officers, shareholders or who are Highly Compensated Participants.
     5.7    Trustee-to-Trustee  Transfer  of Assets. Notwithstanding anything in
Section 5.6 to the contrary,  in the event of an  acquisition by the Employer or
the Plan  Sponsor  of a  company  which  maintains  a plan and  trust  which are
qualified under Sections 401(a) and 501(a) of the Code, respectively,  the Board
of Directors may (but shall not be required to) authorize a "trustee-to-trustee"
transfer of assets from such  qualified  plan into the Plan and Trust Fund.  The
Trustee may require such  evidence,  assurances,  opinions  and  certifications,
including a statement from the acquired  company's plan that such plan and trust
are qualified  under Sections  401(a) and 501(a) of the Code,  which the Trustee
may deem  necessary  to  establish  to its  satisfaction  that the amounts to be
transferred  will not affect  the  qualification  of the Plan or the  tax-exempt
status of the Trust under Sections 401(a) and 501(a) of the Code, respectively.





                     SECTION 6. ALLOCATION OF CONTRIBUTIONS

     6.1    Establishment  of  Cash Contribution Account.  The  Committee  shall
establish and maintain or cause to be established and maintained with respect to
each Participant a Cash  Contribution  Account showing his or her interest under
the Plan and in the Trust Fund and all relevant data  pertaining  thereto.  Each
Participant  shall be  furnished  with a  written  statement  of his or her Cash
Contribution  Account at least once annually and upon any distribution to him or
her. In maintaining the Cash Contribution Accounts under the Plan, the Committee
can conclusively rely on the valuations of the Trust Fund in accordance with the
Plan. The  establishment  and maintenance of, or allocations and credits to, the
Cash  Contribution  Account of any Participant shall not vest in any Participant
any right,  title or interest in and to any Plan assets or  benefits,  except at
the time or times and upon the terms and conditions and to the extent  expressly
set forth in the Plan and in accordance with the terms of the Trust Fund.
     6.2    Establishment  of  Subaccounts. Each Participant's Cash Contribution
Account shall contain each of the following applicable subaccounts therein:
            (a)      All Elective Contributions on behalf of a Participant under
Section 4.1 and Qualified  Nonelective  Contributions on behalf of a Participant
under  Section  4.2(b)(i)  shall  be  credited  to  the  Participant's  Elective
Contribution Subaccount.
            (b)      All Matching Contributions on behalf of a Participant under
Section  4.2(a) shall be allocated  and credited to the  Participant's  Matching
Contribution Subaccount.
            (c)      All Profit Sharing Contributions on behalf of a Participant
under Section  4.2(b)(ii)  shall be allocated and credited to the  Participant's
Profit Sharing Subaccount.
            (d)      All Rollover Contributions on behalf of a Participant under
Section  5.6 shall be  allocated  and  credited  to the  Participant's  Rollover
Contribution Subaccount.
            (e)      Any  amounts that are transferred from a Participant's ESOP
Account pursuant to Section 7.11.






                       SECTION 7. SPECIAL ESOP PROVISIONS

     7.1    Investment of ESOP Accounts.  The  ESOP Accounts of all Participants
shall be  invested  exclusively  in Shares,  except for cash or cash  equivalent
investments  held (a) for the limited  purpose of making Plan  distributions  to
Participants  and  Beneficiaries,  (b) pending the  investment by the Purchasing
Agent of  contributions  or other cash  receipts  in Shares,  (c) pending use to
repay an Exempt Loan, (d) for purposes of paying,  under the terms  described in
the Plan or Trust Agreement, fees and expenses incurred with respect to the Plan
or Trust and not paid for by the  Participating  Employers or (e) in the form of
de minimis cash balances.  Neither any Participating Employer nor the Purchasing
Agent,  the  Committee or the Trustee shall have any  responsibility  or duty to
time any transaction  involving Shares in order to anticipate  market conditions
or changes in stock value, nor shall any such person have any  responsibility or
duty  to  sell  Shares  held in the  ESOP  Accounts  (or  otherwise  to  provide
investment management for Shares held in the ESOP Accounts) in order to maximize
return or minimize loss.  Participating Employer contributions made in cash, and
other cash  received  by the  Trustee,  may be used by the  Purchasing  Agent to
acquire Shares from shareholders of the Employer or directly from the Employer.
     7.2    Allocation to ESOP Accounts.
            (a)      Subject  to  the  provisions of Section 4, the ESOP Account
maintained for each Participant will be credited as of the last day of each Plan
Year with the Participant's allocable share of:
                     (i)      Shares purchased using  cash  contributed by or on
behalf  of the  Participating  Employer  employing  such  Participant  (and  any
earnings on any cash contributions made prior to the last day of the Plan Year),
                     (ii)     Shares contributed  directly to the Trust Fund;
                     (iii)    Dividends paid to the Trust Fund  during  the Plan
Year on any Shares that were  purchased by the  Purchasing  Agent or contributed
directly to the Trust Fund prior to the last day of the Plan Year; and
                     (iv)     Shares released from the Suspense Subfund pursuant
to Section 7.3 and  allocable to the  contribution  made by or on behalf of such
Participating Employer pursuant to Section 7.4.
            (b)      Shares  attributable  to  ESOP   Contributions   shall   be
allocated among the Accounts of  Participants  who are members of the Allocation
Group for the Plan Year in the same proportion that a Participant's Compensation
during the Plan Year bears to the total Compensation during the Plan Year of all
Participants  who are members of the  Allocation  Group for such Plan Year.  For
purposes of the preceding  sentence,  Compensation earned by a Participant prior
to the  Participant's  entry into the Plan pursuant to Section  3.1(b)(ii) shall
not be taken into account.
            (c)      Shares  contributed  directly  to the Trust Fund for a Plan
Year shall be allocated under Section 7.2(a)(i) in the same proportion as Shares
purchased by the Trust Fund and allocated under Section 7.2(b).
     7.3    Suspense  Subfund   for  ESOP  Accounts.   Shares  acquired  by  the
Participants'  ESOP  Accounts  through  an  Exempt  Loan  shall  be added to and
maintained  in the Suspense  Subfund and shall  thereafter  be released from the
Suspense  Subfund and  allocated to  Participants'  ESOP Accounts as provided in
Sections 7.3 and 7.4. Shares acquired for the Trust Fund with the proceeds of an
Exempt Loan shall be released  from the  Suspense  Subfund as the Exempt Loan is
repaid, in accordance with the provisions of this Section 7.3.
            (a)      For  each  Plan Year until the Exempt Loan is fully repaid,
the number of Shares  released from the Suspense  Subfund shall equal the number
of unreleased Shares  immediately  before such release for the current Plan Year
multiplied  by the  "Release  Fraction."  As  used  herein,  the  term  "Release
Fraction"  shall  mean a  fraction,  the  numerator  of which is the  amount  of
principal  and  interest  paid on the Exempt Loan for such current Plan Year and
the  denominator  of which is the sum of the  numerator  plus the  principal and
interest to be paid on such Exempt Loan for all future  years during the term of
such Exempt Loan  (determined  without  reference to any possible  extensions or
renewals  thereof).  For purposes of computing  the  denominator  of the Release
Fraction,  if the interest rate on the Exempt Loan is variable,  the interest to
be paid in  subsequent  Plan Years  shall be  calculated  by  assuming  that the
interest  rate in effect as of the end of the  applicable  Plan Year will be the
interest rate in effect for the remainder of the term of the Exempt Loan.
            Notwithstanding the foregoing, in the event such Exempt  Loan  shall
be repaid with the proceeds of a subsequent Exempt Loan (the "Substitute Loan"),
such  repayment  shall not operate to release  all such  Shares in the  Suspense
Subfund,  but, rather,  such release shall be effected pursuant to the foregoing
provisions  of this  Section  7.3(a) on the basis of payments of  principal  and
interest on such Substitute Loan.
            (b)      If  required  by  any  pledge  or  similar agreement, or if
permitted by such pledge or agreement and required by the Committee  pursuant to
a  one-time,  irrevocable  designation  (which  shall  be  made,  if at all,  in
connection with the making of an Exempt Loan) by the Committee, then, in lieu of
applying the provisions of Section 7.3(a) hereof with respect to an Exempt Loan,
Shares shall be released from the Suspense  Subfund as the  principal  amount of
such Exempt Loan is repaid (without regard to interest  payments),  provided the
following three conditions are satisfied:
                     (i)      The Exempt Loan shall provide for annual  payments
of principal  and  interest at a  cumulative  rate that is not less rapid at any
time than level annual payments of such amounts for ten years;
                     (ii)     The  interest  portion  of  any  payment  shall be
disregarded  only to the extent it would be treated as interest  under  standard
loan amortization tables; and
                     (iii)    If  the  Exempt  Loan  is  renewed,   extended  or
refinanced,  the sum of the expired duration of the Exempt Loan and the renewal,
extension or new Exempt Loan period shall not exceed ten years.
            (c)      If  at  any  time  there  is  more  than  one  Exempt  Loan
outstanding,  then  separate  accounts  may be  established  under the  Suspense
Subfund for each such Exempt Loan. Each Exempt Loan for which a separate account
is maintained may be treated separately for purposes of the provisions governing
the  release  of  Shares  from the  Suspense  Subfund  under  this  Section  7.3
(including for purposes of determining  whether Section 7.3(a) or Section 7.3(b)
governs the  release of Shares from any  particular  Suspense  Subfund)  and for
purposes of the provisions  governing the application of Participating  Employer
contributions to repay an Exempt Loan under Section 4.2.
            (d)      All  Shares  released  from the Suspense Subfund during any
Plan Year shall be allocated among Participants as prescribed by Section 7.4.
     7.4    Disposition of Shares Released from Suspense Subfund.
            (a)      Shares  released  from the Suspense Subfund for a Plan Year
in accordance with Section 7.3 shall be held in the Trust Fund on an unallocated
basis until  allocated by the Committee as of last day of the Plan Year.  Shares
released  from the  Suspense  Subfund on account of a payment for a Plan Year of
principal  or interest  on an Exempt  Loan,  to the extent  payment is made with
contributions for such Plan Year, shall be allocated under Section 7.2(a)(ii) in
the same proportion as Shares purchased with contributions under Section 7.2(b).
            (b)      (i)      Shares  released  from  the  Suspense  Subfund  on
account of the  payment  for a Plan Year of  principal  or interest on an Exempt
Loan to the extent such payment is made with dividends paid on Shares  allocated
to ESOP Accounts, shall be allocated in the same proportion as dividends used to
pay  principal or interest on such Exempt Loan would have been  allocated  under
Section 7.9(b) had such dividends not been so used; and
                     (ii)     Subject to Section 4.2,  Shares released  from the
Suspense Subfund on account of the payment of principal or interest on an Exempt
Loan, to the extent such payment is made with  dividends on Shares not allocated
to  Accounts,  shall  be  allocated  to  those  ESOP  Accounts  and in the  same
proportion  as Shares  released  pursuant to Section  7.4(b)(i);  provided  that
Shares so released  shall be  otherwise  allocated  if  necessary to satisfy the
requirements  of the  Code  (other  than  Section  404(k))  and any  Regulations
thereunder.
            (c)      All  Shares in  the Trust Fund,  other than the Shares held
in the Suspense  Subfund as of the last day of any Plan Year,  must be allocated
to ESOP Accounts as of the last day of any Plan Year.
     7.5    Limitations  on  Allocations to ESOP Accounts.  Notwithstanding  the
foregoing provisions of this Section 7:
            (a)      If more than one-third of all ESOP Contributions for a Plan
Year which are  deductible  only under  Section  404(a)(9)  of the Code would be
allocated,  in the aggregate, to Participants described in Section 414(q) of the
Code,  then the  Committee  may reduce  such  allocations  pro rata in an amount
sufficient  to ensure  that  such ESOP  Contributions  will be  deductible  with
respect to such Plan Year; and
            (b)      Any  contributions which are prevented from being allocated
due to the restriction  contained in Section 7.5(a) shall be allocated as of the
last day of the Plan Year  pursuant  to  Sections  7.2 and 7.4 as  though  those
Participants  described in Section 414(q) of the Code did not participate in the
Plan.
     7.6    Acquisition of Shares.
            (a)      Notwithstanding  the  foregoing  provisions of this Section
7, in the event that Shares are acquired in a transaction  to which Section 1042
of the Code applies, then, in accordance with the Regulations, such Shares shall
not be allocated,  directly or indirectly,  to prohibited individuals as defined
in Section  409(n)(1) of the Code for the duration of the  nonallocation  period
(as defined in Section 409(n)(3)(C) of the Code).
            (b)      If  Shares  are  prevented  from being allocated due to the
prohibition  contained in Section 7.6(a), the allocation of Shares  attributable
to ESOP Contributions (or ESOP  Contributions)  otherwise provided under Section
7.2 shall be adjusted to reflect such result.
     7.7    Effect  of  Change  in  Plan  Sponsor's  Capitalization.  Any Shares
received by the Trustee as a result of a stock split, dividend,  conversion,  or
as a result of a reorganization  or other  recapitalization  of the Plan Sponsor
shall be allocated as of the day on which the Shares are received by the Trustee
in the same  manner  as the  Shares  to which  they  are  attributable  are then
allocated.
     7.8    Trustee  and  Committee  Discretion  to  Engage  in  Transactions in
Shares.  Neither the Purchasing  Agent,  the Trustee nor the Committee  shall be
required to engage in any transaction,  including, without limitation, directing
the purchase or sale of Shares,  which it determines in its sole  discretion may
subject itself, its Participants,  the Plan, any Participating  Employer, or any
Participant to liability under federal or other state laws.
     7.9    Valuation of ESOP Accounts.
            (a)      Subject  to  the  requirements  of Section 7.9(b), the fair
market value of the assets of the ESOP  Accounts  shall be determined as of each
Valuation  Date, in accordance  with generally  accepted  valuation  methods and
practices  including,  but not limited to, in the case of Shares, the use of one
or more independent appraisers.
            (b)      The  value  of  a  Participant's  ESOP  Account  as  of any
Valuation Date shall equal the sum of:
                     (i)      The aggregate  value (as  determined under Section
7.9(a)) of all Shares  and  dividends  on Shares  previously  allocated  to such
Participant's ESOP Account as of such Valuation Date; and
                     (ii)     Subject  to  Section  7.9(c),  the aggregate value
(as determined under Section 7.10(a)) of dividends,  if any, received during the
Plan Year on Shares allocated to such Participant's ESOP Account.
                     (iii)    Such Participant's allocable  portion  (determined
in  accordance  with  the  rules  set  forth  in  Section  7.4  for  determining
Participant's allocable portion of Shares released from the Suspense Subfund) of
the earnings,  if any, on all amounts contributed to the Trust Fund for purposes
other than the repayment of an Exempt Loan.
            (c)      Except  as  provided  in Section 7.7, dividends payable, if
any, with respect to Shares held by the  Participant's  ESOP Account will be, in
the  discretion of the Committee and in conformity  with the terms of the Shares
on which such  dividends  are paid,  (i) used for the purpose of repaying one or
more Exempt Loans, (ii) distributed from the Trust Fund to Participants or their
Beneficiaries  not later  than 90 days after the close of the Plan Year in which
they are paid to the Trust Fund,  (iii) paid  directly to such  Participants  or
their  Beneficiaries,  (iv) retained in the Trust Fund and allocated pursuant to
Section  7.9(b),  or (v) paid or utilized in a combination  of any or all of the
foregoing four options.
            (d)      The Committee shall  establish  accounting  procedures  for
the  purpose  of  making  the   allocations,   valuations  and   adjustments  to
Participant's  ESOP Accounts in accordance with the provisions of the Plan. From
time to time, the Committee may modify its accounting procedures for the purpose
of achieving equitable and nondiscriminatory allocations among the ESOP Accounts
of Participants in accordance with the provisions of the Plan.
     7.10   Role of Purchasing Agent.
            (a)      All  purchases  of  Shares  made by the Trust Fund shall be
made by the Purchasing  Agent. The Trustee shall forward to the Purchasing Agent
all amounts contributed to the employee stock ownership plan, and all amounts to
be  invested in Shares  pursuant  to  participant  investment  directions  given
pursuant to Sections 8.3, 8.4 and 8.5. Amounts to be invested in Shares shall be
invested in Shares in the amount,  in the manner and at the price  determined by
the Purchasing  Agent in its sole  discretion,  provided such price shall be the
fair market value of such Shares at the time of purchase.  The Purchasing  Agent
shall in its sole discretion select the broker-dealer through which the purchase
of such Shares shall be  executed.  The  Purchasing  Agent shall also invest any
cash  dividends  received on any Shares  which are  allocated  to  Participants'
Accounts  and held as part of the Plan as  provided  in  Section  5.05(c) of the
Trust Agreement.
            (b)      The  Purchasing  Agent  shall  sell  Shares  only  at   the
direction  of the  Trustee,  which  shall  issue such  instructions  only at the
direction of the Committee;  provided that such Committee direction shall not be
required for any of the  following  purposes:  (i) any sales of Shares  required
pursuant to the  participant  investment  directions  given pursuant to Sections
8.3, 8.4 or 8.5; (ii) any sales of Shares required pursuant to the provisions of
Section 13.5 or 13.6;  (iii) any sales of Shares  required to fund a participant
loan or a distribution to a Participant; or (iv) any sales of Shares required to
maintain the levels of investment of Shares and cash  specified by the Committee
for the Company Stock Fund.
     7.11   ESOP  Contributions.   Notwithstanding  anything  to  the   contrary
contained in the Plan, no ESOP contributions  shall be made to the Plan for Plan
Years  beginning  after December 31, 2000.  Effective as of January 1, 2001, all
Exempt Loans shall be fully paid off, and all Shares attributable to such Exempt
Loans  shall  be  allocated  among  Plan  Participants  in  accordance  with the
provisions  of  this  Section  7,  and,  effective  as of  April  1,  2001,  all
Participants'  ESOP accounts  shall be transferred  to such  Participants'  Cash
Contribution Accounts. The provisions of this Section 7 shall apply in the event
any future Exempt Loans are approved by the Board of Directors.





               SECTION 8. INVESTMENT OF CONTRIBUTIONS, VALUATIONS
                  AND PARTICIPANTS' CASH CONTRIBUTION ACCOUNTS

     8.1    Delivery  of Contributions to Trust Fund.  All monies, securities or
other property contributed to Participants' Cash Contribution  Accounts shall be
delivered  to the  Trustee  under  the  Trust  Fund,  to be  managed,  invested,
reinvested and distributed in accordance with the Plan and the Trust Fund.
     8.2    Participants' Right to Select Investments.  Each  Participant  shall
have the right to invest his or her Cash Contribution  Account among one or more
investment  funds selected by the Company,  which may include a fund established
for investment in Shares.
     8.3    Participant Investment Election.  As  of  any  date permitted by the
Committee,  a  Participant  may, in  accordance  with the rules of the Committee
uniformly  applied,  specify  the  percentage  (in minimum  multiples  as may be
determined from time to time by the Committee) of  contributions  which are made
to the  Participant's  Cash  Contribution  Account  that  shall be  invested  in
investment funds selected by the Committee.  An investment  election may be made
separately  with  respect to (i) the  aggregate  of the  Participant's  Elective
Contribution  Subaccount,   Matching  Contribution   Subaccount,   and  Rollover
Contribution Subaccount and (ii) the Participant's Profit Sharing Subaccount.
     8.4    Change   in  Investment  Election  for  Future  Contributions.   Any
investment  direction  specified  by a  Participant  shall  be  deemed  to  be a
continuing  direction  until  changed.  A  Participant  may change an investment
direction as to future  contributions  made by such Participant or on his or her
behalf to the subaccounts of his or her Cash Contribution  Account as of any day
permitted  by the  Committee  in  accordance  with the  rules  of the  Committee
uniformly applied.
     8.5    Change in Investment Election for Prior  Contributions.  As  of  any
date permitted by the Committee,  a Participant (or a former  Participant  whose
Account has not been  distributed  from the Plan) may change the percentages (in
minimum  multiples as may be determined  from time to time by the  Committee) in
which the  investment  of the  portion of his or her Cash  Contribution  Account
attributable  to  prior   contributions  shall  be  allocated  among  the  funds
maintained by the Trustee.
     8.6    Valuation of Cash Contribution Accounts.
            (a)      As of each Valuation Date,  Participants' Cash Contribution
Accounts shall be valued pursuant to the terms of the Plan. Such valuation shall
be conclusive and binding upon all persons having an interest in the Trust Fund.
            (b)      The  Committee  shall  adjust  the  value  of each Elective
Contribution  Subaccount,   Matching  Contribution  Subaccount,  Profit  Sharing
Subaccount,  or Rollover Contribution Subaccount, as the case may be, maintained
under  Participants'  Cash  Contribution  Accounts as of each  Valuation Date to
reflect the effect of income  received  and  accrued,  realized  and  unrealized
profits and losses,  and all other  transactions of the preceding  period.  Such
adjustments  shall be made with respect to the period  since the next  preceding
Valuation  Date by (i)  deducting  from  each such  Subaccount  the total of all
payments  made  from such  Subaccount  during  such  period,  (ii)  adding to or
deducting from, as the case may be, each such Subaccount such proportion of each
item of income,  profit or loss as the amount in such  Subaccount as of the next
preceding  Valuation  Date  bears  to the  total of the  amounts  in all of such
Participants'   Elective   Contribution   Subaccount,    Matching   Contribution
Subaccount,  Profit Sharing Subaccount,  or Rollover Contribution Subaccount, as
the  case  may  be,  as  of  the  preceding  Valuation  Date  and  (iii)  adding
contributions   to  each  such  Elective   Contribution   Subaccount,   Matching
Contribution  Subaccount,  Profit Sharing Subaccount,  or Rollover  Contribution
Subaccount,  as the case may be,  pursuant to  Sections 4 and 5 of the Plan.  In
making such  allocations,  the Committee can conclusively rely on the valuations
of the Subaccounts by the Trustee in accordance with the Plan and the Trust.





                           SECTION 9. RETIREMENT DATES

     9.1    Normal Retirement Date.  The Normal Retirement Date of a Participant
shall  be his or her 65th  birthday  or,  if  earlier,  the  date on  which  the
Participant  has  attained  age  fifty  (50) and  completed  seven  (7) Years of
Service.  Upon  attainment of his or her Normal  Retirement  Date, a Participant
shall have a nonforfeitable right to 100% of his or her Account.
     9.2    Deferred Retirement Date. A Participant who remains in Service after
his or her Normal Retirement Date may retire on a Deferred Retirement Date which
shall be the first day of the month coincident with or next following his or her
termination  of  Service  or  as  specified  in a  written  application  to  the
Committee.





                 SECTION 10. ELIGIBILITY FOR PAYMENT OF ACCOUNTS
                              AND VESTED INTERESTS

     10.1   Participants' Right to Account Upon Termination  Due  to Retirement,
Death or Disability.
            (a)      A  Participant  shall have a nonforfeitable right to his or
her Account upon the occurrence of any of the following events while employed by
the Employer:
                     (i)      attainment of his or her Retirement Date;
                     (ii)     his or her death; or
                     (iii)    his or her Disability.
            (b)      Upon  the  termination  of Service of any Participant on or
after his or her Retirement  Date or by reason of his or her death or Disability
("Terminated Participant"),  the Terminated Participant (or, in the event of the
Participant's  death,  his or her  Beneficiary)  shall be  entitled to an amount
equal  to  the  Terminated  Participant's  Account,   including  any  subsequent
contribution  allocated  to the  Terminated  Participant's  Account  pursuant to
Sections 6 or 7 with respect to the Plan Year in which the Participant's Service
is terminated.  The Participant's Account shall be distributable,  in accordance
with the methods and rules of  distribution  described in Section 11, as soon as
practicable following the Participant's termination of Service. The value of the
Participant's  Account shall be determined as of the Valuation  Date  coincident
with or  immediately  preceding the date of  distribution  of the  Participant's
Account.
     10.2   Participants'  Right  to  Account Upon Other Termination of Service.
Upon  the  termination  of  Service  of  any  Participant  prior  to  his or her
Retirement  Date for any reason other than death or  Disability,  the Terminated
Participant  shall be entitled to receive an amount equal to the sum of (i) 100%
of the Participant's  Elective  Contribution  Subaccount,  Matching Contribution
Subaccount,  and Rollover  Contribution  Subaccount  and (ii) the  Participant's
Vested  Interest  in his or her  Profit  Sharing  Subaccount  and ESOP  Account,
including  the  Participant's  Vested  Interest in any  subsequent  contribution
allocated to the Participant's  Account pursuant to Sections 6 or 7 with respect
to  the  Plan  Year  in  which  the  Participant's   Service   terminated.   The
Participant's Account shall be distributable, in accordance with the methods and
rules of distribution  described in Section 11, as soon as practicable following
the Valuation  Date  immediately  following  the  Participant's  termination  of
Service.  The value of the  Participant's  Account shall be determined as of the
Valuation Date coincident with or immediately preceding the date of distribution
of the Participant's  Account. If such Terminated  Participant's Vested Interest
is less than 100 percent,  the non-vested balance of such  Participant's  Profit
Sharing Subaccount and ESOP Account shall be forfeited and reallocated  pursuant
to Section  4.5 as of the last day of the  earlier of (i) the Plan Year in which
the  Participant's  Account is  distributed,  or (ii) the Plan Year in which the
Participant incurs a Total Break in Service.
     10.3   Vesting Schedule for Determining Vested Interests. For all  purposes
of this Plan,  a  Participant's  Vested  Interest  in his or her Profit  Sharing
Subaccount and ESOP Account shall consist of (i) the Participant's percentage of
his  or  her  Profit   Sharing   Subaccount  and  (ii)  the  percentage  of  the
Participant's  ESOP  Account,  both as  determined  from the  following  vesting
schedule  on the basis of the number of Years of Service  which the  Participant
has completed as of the date of the Participant's termination of Service.

                                VESTING SCHEDULE

            Years of Service                                  Percentage

            Less than two years                                   0%
            Two years but less than three years                  25%
            Three years but less than four years                 50%
            Four years or more                                  100%

     10.4   Breaks in Service.  If  a  Participant's Service is terminated prior
to his or her Retirement Date for any reason other than the Participant's  death
or Disability prior to completing  three Years of Service,  and such Participant
incurs a Total Break in Service,  such Participant  shall not be entitled to any
benefit  attributable to amounts allocated to the  Participant's  Profit Sharing
Subaccount  or  ESOP  Account  prior  to  such  Total  Break  in  Service.  If a
Participant  returns to Service,  Years of Service  before such return  shall be
counted,  in addition to Years of Service  following such return, in determining
the  Participant's  Vested Interest in the amount credited to the  Participant's
Profit Sharing Subaccount or ESOP Account subsequent to the Participant's return
to Service.  If such Participant does not complete one Year of Service following
his or her  return,  then the  Participant  shall not be entitled to any further
benefit  under  the  Plan  and the  non-vested  balance  of any  Profit  Sharing
Contribution or ESOP Contributions  credited or recredited to such Participant's
Profit Sharing Subaccount or ESOP Account subsequent to the Participant's return
shall  be  forfeited   and   reallocated   pursuant  to  Section  4.5  upon  the
Participant's  termination of Service. All forfeitures shall occur in conformity
with the ordering rules of Section 54.4975-11(d) of the Regulations.
     10.5   Participant's  Right  to  Restoration  of  Account  Upon  Return  to
Service.  If a  Terminated  Participant  who  had  a  vested  interest  in  such
Participant's Profit Sharing Subaccount or ESOP Account returns to Service prior
to incurring a Total Break in Service,  the non-vested balance of the Terminated
Participant's  Account,  if any,  forfeited  pursuant  to Section  10.2 shall be
recredited to such  Participant's  Account,  provided  that,  not later than the
fifth  anniversary of the first date on which the  Participant  is  subsequently
employed,  such Participant  repays the full amount of any distribution  made to
the  Participant  upon his or her prior  termination  of Service.  Any amount so
repaid,  together  with any  non-vested  portion of such  Participant's  Account
recredited  pursuant to this Section 10.5,  shall be invested in the Trust Fund.
If  such  Participant  fails  to make a  repayment  of any  distributed  amounts
pursuant to this Section  10.5,  the  non-vested  portion of such  Participant's
Account, if any, shall not be recredited.
     10.6   Participant's  Right  to  Account  Upon  Death  After Termination of
Service.  Subject to the  provisions of Section 10, if a Terminated  Participant
dies before payment of the full value of his or her Account from the Trust Fund,
an amount equal to the current value of the unpaid portion of the  Participant's
Vested  Interest in his or her Account,  including any  subsequent  contribution
allocated to the Terminated  Participant's  Account  pursuant to Sections 6 or 7
with respect to the Plan Year in which the Participant's  Service is terminated,
shall be distributable, in accordance with the methods and rules of distribution
described  in Section 11, as soon as  practicable  following  the  Participant's
death.  The value of the  Participant's  Account  shall be  determined as of the
Valuation Date coincident with or immediately preceding the date of distribution
of the Participant's Account.
     10.7   Amendment of Vesting Schedule. If the vesting schedule contained  in
Section 10.3 is amended,  each  Participant who has completed at least three (3)
Years of  Service  may elect,  during  the  election  period  specified  in this
Section, to have his or her vested percentage  determined without regard to such
amendment.  For purposes of this Section,  the election period shall begin as of
the date on which the amendment  changing the vesting  schedule is adopted,  and
shall end on the latest of the following  dates:  (i) the date  occurring  sixty
(60) days after the Plan amendment is adopted; (ii) the date which is sixty (60)
days after the day on which the Plan amendment becomes effective; (iii) the date
which is sixty (60) days after the day the  Participant is issued written notice
of the Plan  amendment  by the  Committee;  or (iv)  such  later  date as may be
specified by the Committee.  The election  provided for in this Section shall be
made in writing and shall be irrevocable when made.
     10.8   Distribution  Following  Attainment  of   Age   59-1/2   to   Former
Participants of The Hampton  Pension  Services,  Inc. 401(k) Retirement  Savings
Plan.  A  Participant  who was  employed by Hampton  Pension  Services,  Inc. on
November 6, 1995 shall be entitled to receive,  at any  time  following the date
such Participant attains age 59-1/2, a distribution of all or any portion of the
Participant's  Account,  to the extent  attributable  to any  amounts  that were
transferred  to the Plan from such  Participant's  former account in The Hampton
Pension Services, Inc. 401(k) Retirement Savings Plan.
     10.9   Transfer  to  Non-Participating Affiliate.  For purposes of applying
the  provisions  of  this  Section  10,  a  Participant   whose  employment  has
transferred  from the  Employer  to a  Non-Participating  Affiliate  will not be
treated as having terminated employment.





                    SECTION 11. METHOD OF PAYMENT OF ACCOUNTS
                                 AND WITHDRAWALS

     11.1   Methods of Payment.  Any  benefit  payable under the Plan, except as
otherwise  provided  in Section  11.2  shall be  payable as soon as  practicable
following  the last day of the  calendar  month in which  falls a  Participant's
termination of Service (or other event requiring a distribution under the Plan),
in one lump sum payment from the Trust Fund,  provided that the  Participant may
elect to direct the Committee to directly  transfer all or any portion of his or
her  "eligible  rollover  distribution"  (as  defined in Section  11.8 below) to
another  tax-qualified  plan  pursuant  to  Section  401(a)(31)  of the Code.  A
Participant  who has no Vested  Interest in his or her  Account  upon his or her
termination  of Service will be deemed to have received a full  distribution  of
his or her Account as of such date.  A  Participant  who elects not to receive a
distribution  at the  time  set  forth  in the  first  sentence  may  receive  a
distribution at any time thereafter upon reasonable notice to the Plan.
            Subject  to  the  provisions  of  Section  11.3  with respect to the
distribution  of  Shares,  any  distribution  hereunder  shall  be made in cash;
provided,  however, that pursuant to procedures adopted from time to time by the
Committee,  a  Participant  may elect to receive a  distribution  in the form of
shares  of  the  assets  in  which  such  Participant's   Account  was  invested
immediately  prior to the  distribution,  but only if such  distribution is made
directly to a rollover IRA established with the Employer as custodian.
     11.2   Commencement of Payment. Notwithstanding any other provision of  the
Plan to the contrary,  (i) if a Participant  has a Vested Interest in his or her
Account with a value of $5,000 or less, it shall be  distributed in one lump sum
as soon as is  administratively  feasible following the last day of the calendar
month in which such Participant's  termination of employment occurs, and (ii) if
a Participant  has a Vested  Interest in his or her Account with a value of more
than $5,000, it shall not commence to be distributed  without the consent of the
Participant before the Participant's Normal Retirement Date.
            In the absence of receipt of such consent by the  Committee, payment
of the benefit to such Participant  shall commence as soon as practicable  after
the Participant's attainment of his or her Normal Retirement Date, which benefit
shall be in an  amount  equal to the  value of the  Participant's  distributable
Account as of the Valuation Date  coincident  with or immediately  following the
Participant's attainment of his or her Normal Retirement Date. In any case where
distribution  of any benefit  amount from the  Participant's  Cash  Contribution
Account is to be deferred,  the Committee shall either (i) establish or cause to
be established a special account for the benefit of the former  Participant,  to
be invested  by the Trustee in a fixed  investment  account  established  by the
Trustee or (ii) cause all amounts in the Participant's Cash Contribution Account
deferred by the Participant to be invested at the Participant's  election in the
same manner as the normal Cash Contribution Accounts maintained for Participants
under to the Plan.
     11.3   Special Rules For Distribution of Shares.
            (a)      A  Participant  may  elect to receive a distribution of the
Participant's  Vested Interest from his or her account entirely in whole Shares,
with the value of any  fractional  interest in Shares paid in cash.  Any cash or
other property in a Participant's  Account for which a distribution in Shares is
elected will be used by the Purchasing Agent to acquire Shares, valued as of the
last day of the calendar month in which occurs (i) the Participant's election to
receive a distribution of his or her Account  pursuant to Section 11.1, (ii) the
Participant's  termination of Service, in the case of a distribution pursuant to
Section  11.2(i),  or (iii) the  Participant's  Normal  Retirement  Date (or the
Participant's  death,  if earlier),  in the case of a  distribution  pursuant to
Section 11.2(ii) to a Participant who failed to consent to a distribution  prior
to  his  or  her  Normal   Retirement  Date  (the  "Share   Conversion   Date").
Notwithstanding  the  foregoing,   if  applicable  corporate  charter  or  bylaw
provisions  restrict  ownership  of  substantially  all  outstanding  Shares  to
Employees or to a plan or trust  described in Section  401(a) of the Code,  then
any distribution of a Participant's  Vested Interest in the  Participant's  ESOP
Account shall be in cash.  When a  distribution  consists in whole or in part of
Shares,  and if such Shares  consists of more than one class of securities,  the
distribution of such Shares shall consist of  substantially  the same proportion
of each such class of Shares as such classes of Shares represent  proportions of
the Participant's Account. If the record date for dividends payable with respect
to Shares  distributable to a Participant  occurs following the Share Conversion
Date,  such dividends shall not be considered  attributable to such Shares,  but
shall be considered as earnings of the Fund and  allocated  among  Participants'
Accounts pursuant to Section 8.6(b).
            (b)      Notwithstanding  anything in Section 11 to the contrary, in
the discretion of the Committee,  Section 11.1 may not apply to Shares held in a
Participant's  ESOP Account until the close of the Plan Year in which any Exempt
Loan used to acquire such Shares is repaid in full.
            (c)      If at the time of distribution, Shares distributed from the
Trust  Fund that  were  acquired  with the  proceeds  of an Exempt  Loan are not
treated as "readily  tradable on an  established  market"  within the meaning of
Section  409(h) of the Code and  Regulations,  such Shares shall be subject to a
put option in the hands of a Qualified Holder by which such Qualified Holder may
sell all or any part of such  Shares to the Trust.  Should the Trust  decline to
purchase  all or any part of such  Shares,  the Employer  shall  purchase  those
Shares that the Trust  declines to purchase.  The put option shall be subject to
the following conditions:
                     (i)      The  term  "Qualified   Holder"   shall  mean  the
Participant or Beneficiary  receiving the distribution of such Shares, any other
party to whom the  Shares  are  transferred  by gift or reason of death,  or any
trustee of an individual  retirement account (as defined under Code Section 408)
to which all or any portion of the distributed Shares is transferred pursuant to
a tax-free  "rollover"  transaction  satisfying the requirements of Sections 402
and 408 of the Code.
                     (ii)     During   the   60-day   period    following    any
distribution of such Shares,  a Qualified Holder shall have the right to require
the Trust or the Employer to purchase all or a portion of the distributed Shares
held by the Qualified Holder.  The purchase price to be paid for any such Shares
shall be their fair market value  determined as of the Valuation Date coinciding
with or immediately  preceding the exercise of the put option under this Section
11.3(c)(ii),  provided that in the case of a transaction  between the Plan and a
"disqualified person" within the meaning of Section 4975(e)(2) of the Code, such
fair market value shall be determined as of the date of the transaction.
                     (iii) If a Qualified Holder shall fail to exercise such put
option, the put option shall temporarily lapse upon the expiration of the 60-day
period. As soon as practicable  following the last day of the Plan Year in which
the 60-day option period  expires,  the Employer  shall notify the  non-electing
Qualified Holder (if he or she is then a shareholder of record) of the valuation
of the Shares as of that date.  During the 60-day period  immediately  following
receipt of such  valuation  notice,  the  Qualified  Holder shall again have the
right to require the Employer to purchase all or any portion of the  distributed
Shares.  The purchase  price to be paid therefor shall be based on the valuation
of the Shares as of the Valuation Date coinciding with or immediately  preceding
the exercise of the option under this Section 11.3(c)(iii), provided that in the
case of a transaction  between the Plan and a  "disqualified  person" within the
meaning of Section  4975(e)(2)  of the Code,  such fair  market  value  shall be
determined as of the date of the transaction.
                     (iv)     The    foregoing   put   options   under   Section
11.3(c)(ii) and (iii) hereof shall be effective  solely against the Employer and
shall not obligate the Plan or Trust in any manner.
                     (v)      Except  as otherwise  required or permitted by the
Code, the put options under this Section 11.3(c) shall satisfy the  requirements
of Section  54.4975-7(b) of the Treasury Regulations to the extent, if any, that
such requirements apply to such put options.
                     If  a  Qualified  Holder  exercises a put option under this
Section  11.3(c),  payment for the Shares shall be made in  substantially  equal
annual  payments  over a period  beginning  not  later  than 30 days  after  the
exercise of the put option and not exceeding five years  (provided that adequate
security and reasonable interest are provided with respect to unpaid amounts).
                     Except  as  provided in this Section  11.3(c) or in Section
11.2, no shares acquired with the proceeds of an Exempt Loan may be subject to a
put, call or other option,  or buy-sell or similar  arrangement while held by or
distributed  from the Plan. The rights and protections set forth in this Section
11.3(c) shall be non-terminable.
     11.4   Payments  to  Surviving  Spouse  or Beneficiary. If a Participant or
former Participant dies before the commencement of his or her benefits under the
Plan, such Participant's or former  Participant's  Vested Interest in his or her
Account is payable in full to his or her Surviving  Spouse.  If such Participant
has no  Surviving  Spouse,  he or she may  designate a  Beneficiary  pursuant to
Section  14. A  Participant  may with the  written  consent of his or her spouse
elect to designate a Beneficiary other than or in addition to his or her spouse.
The written  consent of the spouse must  acknowledge the effect of such election
and must be witnessed by a  representative  of the Plan or a notary public.  Any
such election may not be changed  without spousal  consent.  Such an election or
revocation  must be made in  accordance  with the  procedures  developed  by the
Committee in accordance with the Code and Regulations.
     11.5   Latest Date for Commencement of Benefits.
            (a)      Payments  will commence no later than 60 days following the
latest of the close of the Plan Year in which:
                     (i)      the   Participant   attains   his  or  her  Normal
Retirement Date,
                     (ii)     occurs  the 10th  anniversary of the year in which
the Participant  commenced  participation  in the Plan, or
                     (iii)    the Participant terminates his or her Service with
the Employer.
            (b)      Notwithstanding  the  provisions of the foregoing sentence,
if the amount  payable cannot be  ascertained,  or, subject to the provisions of
Section 20.6, the  Participant  cannot be located after  reasonable  efforts,  a
payment  retroactive to the date determined under the foregoing  sentence may be
made not later than 60 days after the earliest  date on which the amount of such
payment can be ascertained  under the Plan or the date on which the  Participant
is located (whichever is applicable).
            (c)      Notwithstanding  any  other provision of the Plan, benefits
payable to a Participant who is a five percent (5%) owner, as defined in Section
416 of the Code with  respect to the Plan Year  ending in the  calendar  year in
which the Participant attains age 70 1/2, shall commence no later than April 1st
of the  calendar  year  following  the calendar  year in which such  Participant
attains age 70 1/2. Commencing July 1, 1997, to the extent permitted by the Code
and Regulations,  Participants who are not five percent (5%) owners may elect to
commence  distribution  of their  benefits  on April  1st of the  calendar  year
following the later of the calendar year in which such  Participant  attains age
70  1/2  or the  calendar  year  following  the  calendar  year  in  which  such
Participant retires.
            (d)      If  a  Participant  dies  before  benefits  have commenced,
distributions  to any Surviving  Spouse or Beneficiary  shall be made as soon as
administratively   feasible,   but  not  later  than  five   years   after  such
Participant's  death.  In the event that  payment  is made to the  Participant's
Surviving Spouse,  such  distribution  shall not commence later than the date on
which such Participant  would have had to commence  distributions  under Section
401(a)(9)  of the Code (or,  in either  case,  on any later date  prescribed  by
Regulations).   If  the   Participant's   Surviving   Spouse   dies  after  such
Participant's  death but  before  distribution  has been made to such  Surviving
Spouse,  the Section 11.5(d) shall be applied to require payment of any benefits
as if such Surviving Spouse were the Participant.
            (e)      Pursuant  to Regulations, any benefit paid to a child shall
be treated as if paid to a Participant's  Surviving  Spouse if such amount would
become payable to such Surviving Spouse on the child's  attaining  majority,  or
other designated event permitted by Regulations.
     11.6   Redirection of Investment of ESOP Account.
            (a)      Upon  both  attaining  age  50 and completing five Years of
Service,  a Participant shall be permitted to direct the Plan to transfer all or
any portion of the Vested  Interest  in the  Participant's  ESOP  Account to the
Participant's Cash Contribution Account.
            (b)      In  addition, effective as of May 1, 1999,  upon completing
the number of Years of Service indicated in the table below, a Participant shall
be permitted to direct the Plan to transfer the  percentage  indicated  below of
the Vested Interest in the Participant's  ESOP Account to the Participant's Cash
Contribution Account.

                     Years of Service                     Percentage

                     5                                    50
                     10                                   75
                     15                                   100


            (c)      Any  directions pursuant to this Section 11.6 shall be made
pursuant to rules prescribed by the Committee, and shall be effective as soon as
administratively  feasible,  but not  later  than 30 days from the date on which
such direction is given.  Any directions given pursuant to subsection (b) hereof
may be given not more than once per Plan  Year.  For  purposes  of this  Section
11.6,  the  number of the  Participant's  Years of Service  shall be  determined
without regard to Hours of Service,  and shall be based on periods of continuous
service from the date the Participant commenced employment with the Company.
            (d)      In  the  event  that  the  Participant's  Account  does not
provide  at  least  three  investment  options  to the  Participant  other  than
investment in Shares, the Committee shall provide diversification options to any
Participant  required to be given such  diversification  options  under  Section
401(a)(28)(B) of the Code in a manner consistent with the Code.  Notwithstanding
the foregoing,  the ability to make transfers may be restricted by the Committee
to the extent  necessary to comply with any applicable  federal  securities laws
(including Rule 144); provided, however, that in no event shall a Participant be
prevented  from   transferring  any  amount  necessary  in  order  to  meet  the
diversification requirements set forth in Section 401(a)(28)(B) of the Code.
            (e)      In  addition,  effective  as  of  April 1,  2001,  the ESOP
Accounts of all  Participants  shall be  transferred to the  Participant's  Cash
Contribution Account. Thereafter,  Participants may direct the investment of the
prior  ESOP  Account  balances  in  the  same  manner  as the  remainder  of the
Participant's Cash Contribution Account.
     11.7   Hardship Withdrawals.
            (a)      A   Participant  (other than a Terminated Participant)  may
elect to withdraw  all or any portion of the Vested  Interest in his or her Cash
Contribution Account  attributable to Elective  Contributions (but excluding any
earnings on Elective  Contributions  accruing after December 31, 1988), Rollover
Contributions, Matching Contributions, and Profit Sharing Contributions (if, and
only if, the withdrawal of Profit Sharing  Contributions is occasioned by a life
threatening  illness to the Participant) by giving written notice thereof to the
Committee  specifying such date,  which shall not be less than 30 days following
the date such notice is given to the Committee. Such notice shall designate that
the hardship  withdrawal  shall be withdrawn from the investment  funds in which
the Participant has directed  investment of the Participant's  Cash Contribution
Account.
            (b)      The Committee may authorize a hardship withdrawal only for:
                     (i)      medical  expenses  described  in Section 213(d) of
the  Code  incurred  or  immediately   anticipated  by  the   Participant,   the
Participant's  spouse,  or any  dependents  of the  Participant  (as  defined in
Section 152 of the Code);
                     (ii)     the  purchase  (excluding mortgage payments) of  a
principal residence of the Participant;
                     (iii)    the  payment of tuition  and  related  educational
fees for the next 12 months of  post-secondary  education for the Participant or
the Participant's spouse, children, or dependents; or
                     (iv)     the  need  to  prevent   the   eviction   of   the
Participant  from the  Participant's  principal  residence or foreclosure on the
mortgage of the Participant's principal residence.
            (c)      A  hardship withdrawal may be authorized only to the extent
necessary to satisfy the hardship. A distribution will be deemed to be necessary
to satisfy the hardship only if the  distribution is not in excess of the amount
of  the  immediate  and  heavy  financial  need  of  the  Participant  and  such
Participant's  tax obligations as a result of such distribution and the Employee
certifies  in writing  that such a hardship  exists  (and the  Committee  has no
knowledge  to the  contrary);  provided  that  the  Committee  may set  stricter
standards  for making  such  determination  on a  nondiscriminatory  basis;  and
provided  further that the Participant must obtain the written consent of his or
her spouse to the extent  required by law.  The  Committee's  decision  shall be
final and binding on the Participant.
            (d)      In  the  event that a Participant's Vested Interest is less
than 100% at the time of making a withdrawal from his Profit Sharing  Subaccount
pursuant to Section  11.7(a),  the  Participant's  Vested Interest in his or her
Profit Sharing  Subaccount at any relevant time thereafter  shall be equal to an
amount ("X")  determined by the following  formula:  X = P [AB + (R x D)] - (R x
D). For purposes of applying the formula: P is the Participant's Vested Interest
at the relevant  time,  AB is the balance of the  Participant's  Profit  Sharing
Subaccount at the relevant time; D is the amount  distributed to the Participant
pursuant  to Section  11.7(a);  and R is the ratio of the  Participant's  Profit
Sharing  Subaccount  balance at the relevant  time to the  Participant's  Profit
Sharing  Subaccount  balance  immediately  after the  distribution  pursuant  to
Section 11.7(a).
     11.8   Direct Rollovers to Another Qualified Plan or IRA.
            (a)      This Section 11.8 applies to distributions made on or after
January 1, 1993.  Notwithstanding any provision of the Plan to the contrary that
would  otherwise  limit a  distributee's  election  under this  Section  11.8, a
distributee  may  elect,  at  the  time  and  in the  manner  prescribed  by the
Committee,  to have  any  portion  of an  eligible  rollover  distribution  paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover.
            (b)      An  eligible  rollover  distribution is any distribution of
all or any portion of the balance to the credit of the distributee,  except that
an eligible rollover distribution does not include: any distribution that is one
of a series of substantially  equal periodic  payments (not less frequently than
annually) made for the life (or life expectancy) of the distributee or the joint
lives (or joint life  expectancies)  of the  distributee  and the  distributee's
designated  Beneficiary,  or for a  specified  period of ten years or more;  any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code; and the portion of any distribution that is not includable in gross
income   (determined   without  regard  to  the  exclusion  for  net  unrealized
appreciation with respect to employer securities).
            (c)      An  eligible  retirement  plan  is an individual retirement
account  described  in  section  408(a) of the Code,  an  individual  retirement
annuity  described in section  408(b) of the Code, an annuity plan  described in
section 403(a) of the Code or a qualified  trust  described in section 401(a) of
the  Code,  that  accepts  the  distributee's  eligible  rollover  distribution.
However,  in the case of an  eligible  rollover  distribution  to the  surviving
spouse,  an eligible  retirement  plan is an  individual  retirement  account or
individual retirement annuity.
            (d)      A distributee includes a Participant or former Participant.
In addition, the Participant's or former Participant's  Surviving Spouse and the
Participant's  or  former  Participant's  spouse  or  former  spouse  who is the
alternate  payee  under a  qualified  domestic  relations  order,  as defined in
Section 414(p) of the Code, are distributees  with regard to the interest of the
Surviving Spouse, spouse or former spouse.
            (e)      A direct rollover is a payment by the Plan to the  eligible
retirement plan specified by the distributee.
            (f)      If  a distribution is one to which Sections  401(a)(11) and
417 of the Code do not apply,  such  distribution may commence less than 30 days
after the notice  required under Section  1.411(a)-11(c)  of the  Regulations is
given, provided that:
                     (1)      the Committee clearly informs the Participant that
the  Participant has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution  (and,
if applicable, a particular distribution option), and
                     (2)      the  Participant,   after  receiving  the  notice,
affirmatively elects a distribution.
     11.9   Certain  Securities  Law  Restrictions.  Any  distribution of Shares
pursuant to this Section 11 shall be subject to all  applicable  laws, rules and
regulations and to such approvals by stock exchanges or governmental agencies as
may  be  deemed  necessary  or  appropriate  by the  Board  of  Directors.  Each
distributee may be required to give the Employer a written  representation  that
such  distributee  will not be  involved  in a  violation  of  state or  federal
securities laws,  including the Securities Act of 1933, as amended;  the form of
such written representation will be prescribed by the Board of Directors.
     11.10  Participant Loans.
            (a)      Upon  the  written  request  of  a  Participant  who  is an
Employee (or who is employed by a  Non-Participating  Affiliate),  the Committee
may  direct  the  Trustee  to  make  a  loan  to  such   Participant  from  such
Participant's  Account.  Loans to  Participants  pursuant to this Section  11.10
shall be  administered  by the  Committee  and shall be subject to a Participant
Loan Policy and such other procedures as may be adopted from time to time by the
Committee.  The Company shall not have the  discretion to refuse a loan request,
so long as the terms of the loan comply with the  requirements  of this  Section
11.10 and the Participant Loan Policy. The terms of the loan shall be determined
by the Committee,  subject to the limits set forth in this Section, and shall be
evidenced  by the  Participant's  promissory  note.  Loans  shall  be  held in a
segregated   Account  of  the  Trust.  An  Employee  who  has  made  a  Rollover
Contribution  shall be  considered a  Participant  for purposes of this Section,
even if such Employee has not yet become a Participant pursuant to Section 3.
            (b)      The  aggregate  outstanding  balance  of  all  loans  to  a
Participant  from this  Plan and all other  qualified  plans  maintained  by the
Employer,  when added to any principal  repayments on any participant loans made
within the twelve-month period preceding the date on which the loan is made, may
not exceed the lesser of (i)  $50,000 or (ii) 50% of the vested  interest in the
Participant's Account as of the day of making the loan.
            (c)      Principal  and  interest shall be repaid in level, periodic
installments  by payroll  deductions  not less  frequent than  quarterly  over a
definite period of time not to exceed five (5) years, provided, however, that in
the case of a loan the proceeds of which are used by the  Participant to acquire
a principal  residence  of the  Participant,  the loan may be  repayable  over a
reasonable  period  of time in excess  of five (5)  years as  determined  by the
Committee.
            (d)      All  loans  shall be secured by a lien on the Participant's
interest in the trust. The amount of the loan may not exceed fifty percent (50%)
of the value of the Participant's vested Account balance at the time the loan is
made.  The Committee may determine  that any  distribution  made pursuant to the
Plan shall be reduced by an amount up to the outstanding  principal and interest
balance of the loan.
            (e)      Any  loan  made  pursuant  to  this  Section 11.10 must not
constitute a prohibited transaction as defined in Section 4975 of the Code.
            (f)      Loan  repayments  will  be  suspended  under  the  Plan  as
permitted under Section 414(u)(4) of the Code.
     11.11  Other In-Service Withdrawals. A Participant (other than a Terminated
Participant) who has completed five (5) Years of Service may elect at any  time,
but not more than once in each Plan Year,  to withdraw all or any portion of the
Vested Interest in such  Participant's  ESOP Account or such  Participant's Cash
Contribution  Account  attributable  to  Profit  Sharing   Contributions,   ESOP
Contributions or Rollover  Contributions by giving written notice thereof to the
Committee  specifying such date,  which shall not be less than 30 days following
the date such notice is given to the Committee. Such notice shall designate that
the  withdrawal  shall be  withdrawn  from  the  investment  funds in which  the
Participant  has directed  investment  of the  Participant's  Cash  Contribution
Account.





                    SECTION 12. MAXIMUM AMOUNT OF ALLOCATION

     12.1   Section 415 Limitations. Annual additions to a Participant's Account
with  respect  to any Plan  Year may not  exceed  the  limitations  set forth in
Section 415 of the Code, which are incorporated  herein by reference.  For these
purposes,  (i)  "annual  additions"  shall have the meaning set forth in Section
415(c)(2) of the Code,  as modified  elsewhere in the Code and the  Regulations,
(ii) the  limitation  year  shall  mean the Plan Year  unless  any other  twelve
consecutive month period is designated  pursuant to a written resolution adopted
by the  Employer,  (iii)  "compensation"  shall have the meaning  elected by the
Employer pursuant to Section 415(c)(3) of the Code, and (iv) "annual  additions"
shall  include  annual  additions  under all other  defined  contribution  plans
maintained by the Employer or any Affiliated Employer.  Effective for Plan Years
beginning on or after January 1, 1998,  "compensation" shall be computed without
reduction for a Participant's  elective deferrals under Section 402(g)(3) of the
Code or for contributions  made by the Employer or the Participant under Section
125 of the Code. If the  requirements of Section 7.5(a) are satisfied,  the term
"annual  additions" shall not include any amounts credited to the  Participant's
Account (i) due to  Participating  Employer  contributions  relating to interest
payments on an Exempt Loan deductible under Section 404(a)(9)(B) of the Code, or
(ii)  attributable  to a forfeiture  of Shares  acquired with the proceeds of an
Exempt Loan.
     Effective for limitation years commencing prior  to  January 1, 1999,  if a
Participant  in the Plan  also  participates  in any  defined  benefit  plan (as
defined in Sections 414(j) and 415(k) of the Code) maintained by the Employer or
any  Affiliated  Employer,  in the  event  that in any Plan  Year the sum of the
Participant's  Defined Benefit Fraction (as defined in Section  415(e)(2) of the
Code) and the Participant's Defined Contribution Fraction (as defined in Section
415(e)(3) of the Code) exceed 1.0, the benefit  under such defined  benefit plan
or plans  shall be reduced in  accordance  with the  provisions  of that plan or
those plans,  so that the sum of such fractions with respect to the  Participant
will not exceed 1.0. If this  reduction  does not ensure that the limitation set
forth in Section 12.1 is not exceeded,  then the annual  addition to any defined
contribution  plan, other than the Plan, shall be reduced in accordance with the
provisions  of that plan but only to the extent  necessary  to ensure  that such
limitation is not exceeded.
     12.2   Refund or Forfeiture of Amounts in Excess of Section 415 Limits.
            (a)      In  the  event  that  amounts  which  would  otherwise   be
allocated to a Participant's Account under the Plan must be reduced by reason of
the  limitations  of  Section  12.1,  then such  reduction  shall be made in the
following order or priority, but only to the extent necessary:
                     (i)      first    the    Participant's    Profit    Sharing
Contributions shall be forfeited and reallocated  pursuant to this Section 12.2;
and then
                     (ii)     the  Participant's  Matching  Contributions  shall
be forfeited and reallocated pursuant to this Section 12.2; and then
                     (iii)    the  Participant's  Elective  Contributions  shall
be  refunded  to  the  Participant;  and  then
                     (iv)     Shares  allocated  to  the  Participant's  Account
attributable to ESOP Contributions  shall be forfeited and reallocated  pursuant
to this Section 12.2.
            (b)      Forfeitures  arising  under  the Plan and allocable to such
Participant in respect of such Plan Year shall be reallocated to the Accounts of
other  Participants  as of the end of the Plan Year for which such  reduction is
made in the manner provided under Section 4.5 above.
            (c)      If,  with  respect  to  any  Plan  Year, there is an excess
contribution on account of the  limitations  contained in this Section 12.2, and
such excess cannot be fully allocated in accordance with Section 12.2(b) because
of the  limitations  prescribed  in this  Section  12, the amount of such excess
which  cannot be so  allocated  shall be held in suspense  and  allocated in the
succeeding Plan Year prior to any other  contributions  by the Employer for such
Plan Year.





                SECTION 13. VOTING AND TENDER OR EXCHANGE RIGHTS

     13.1   Voting  and  Tender  or  Exchange  of  Shares  in General. Except as
otherwise  required  by the Act,  the Code and the  Regulations,  all voting and
tender or exchange  rights of Shares  held in  Participants'  Accounts  shall be
exercised by the Purchasing  Agent only as directed by the Participants or their
Beneficiaries or as otherwise provided in accordance with the provisions of this
Section 13.
     13.2   Voting of Allocated Shares.
            (a)      If any Participating Employer has a registration-type class
of  securities  (as defined in Section  409(e)(4)  of the Code or any  successor
statute  thereto),  then,  with respect to all  corporate  matters  submitted to
shareholders,  all Shares (including  fractional  interests in Shares) allocated
and credited to the Accounts of  Participants  shall be voted in accordance with
the directions of such Participants as given to the Purchasing  Agent;  provided
that (i) with regard to Shares allocated to ESOP Accounts,  allocated Shares for
which no directions are received by the  Purchasing  Agent shall be voted in the
same proportion as allocated  Shares for which directions are received are voted
pursuant to this Section 13.2, and (ii) Shares  allocated to Accounts other than
ESOP Accounts for which no directions are received by the Purchasing Agent shall
not be voted.
            (b)      If  no Participating Employer has a registration-type class
of  securities  (as defined in Section  409(e)(4)  of the Code or any  successor
statute  thereto),  then, only with respect to corporate  matters  relating to a
corporate   merger   or   consolidation,   recapitalization,   reclassification,
liquidation,  dissolution,  sale of  substantially  all  assets  of a  trade  or
business, or such other similar transaction that Regulations require, all Shares
allocated  and  credited  to the  Accounts  of  Participants  shall  be voted in
accordance  with the directions of such  Participants as given to the Purchasing
Agent;  provided  that (i) with respect to Shares  allocated  to ESOP  Accounts,
allocated  Shares for which no directions are received by the  Purchasing  Agent
shall be voted in the same proportion as allocated  Shares for which  directions
are received are voted pursuant to this Section 13.2, and (ii) Shares  allocated
to Accounts other than ESOP Accounts for which no directions are received by the
Purchasing Agent shall not be voted.
     13.3   Mechanics of Voting Allocated Shares.  If  Participants are entitled
under Section 13.2 to direct the vote with respect to allocated Shares, then, at
least 30 days  before  each  annual  or  special  shareholders'  meeting  of the
Employer (or, if such  schedule  cannot be met, as early as  practicable  before
such meeting), the Committee shall cause each Participant to be furnished with a
copy of the proxy solicitation material sent generally to shareholders, together
with a form requesting confidential  instructions concerning the manner in which
the Shares allocated to such Participant's  Account are to be voted. Upon timely
receipt of such  instructions,  the Purchasing  Agent (after  combining votes of
fractional   Shares  to  give  effect  to  the  greatest   extent   possible  to
Participants'   instructions)   shall  vote  the  Shares  as   instructed.   The
instructions  received by the Purchasing  Agent from each  Participant  shall be
held by the Purchasing  Agent in strict  confidence and shall not be divulged or
released to any person, including, without limitation, any officers or Employees
of any  Participating  Employer,  or of any other  Employer.  The  Trustee,  the
Employer,  the Purchasing Agent and the Committee shall not make recommendations
to Participants concerning whether to vote or how to vote.
     13.4   Voting of Unallocated Shares.  With  respect  to  unallocated Shares
held in the Trust Fund,  absent specific  instructions from the Trustee or other
fiduciary pursuant to the Trust Agreement,  the Purchasing Agent shall vote such
Shares in the same  proportion  as Shares are voted  pursuant  to Section  13.2;
provided that the Purchasing Agent shall follow any directions of the Trustee or
any other  fiduciary  authorized  to instruct  the Trustee  with  respect to the
voting of such unallocated Shares under the Trust Agreement.
     13.5   Tender or Exchange of Allocated Shares.  The  Committee shall notify
each Participant of each tender or exchange offer for the Shares and utilize its
best efforts to distribute or cause to be distributed  to each  Participant in a
timely manner all  information  distributed to  shareholders  of the Employer in
connection with any such tender or exchange offer.  Each Participant  shall have
the  right  from  time to time  with  respect  to the  Shares  allocated  to the
Participant's  Account to  instruct  the  Purchasing  Agent in writing as to the
manner in which to  respond  to any  tender or  exchange  offer  which  shall be
pending  or  which  may be made in the  future  for all  Shares  or any  portion
thereof. A Participant's  instructions shall remain in force until superseded by
the Participant. The Purchasing Agent shall tender or exchange whole Shares only
as and to the extent so  instructed.  If the  Purchasing  Agent does not receive
instructions  from a  Participant  regarding  any tender or  exchange  offer for
Shares,  the Purchasing  Agent shall have no discretion in such matter and shall
not tender or  exchange  any such Shares in response  thereto.  For  purposes of
responding  to such tender or exchange  offers,  each  Participant  shall be the
"named  fiduciary" with respect to such Shares  allocated to his or her Account.
Unless and until Shares are tendered or exchanged,  the individual  instructions
received  by the  Purchasing  Agent  from  Participants  shall  be  held  by the
Purchasing  Agent in strict  confidence and shall not be divulged or released to
any person,  including,  without  limitation,  any  officers or Employees of any
Participating  Employer, or of any other Employer;  provided,  however, that the
Purchasing  Agent shall advise the Employer,  at any time upon  request,  of the
total number of Shares not subject to instructions to tender or exchange.
     13.6   Tender  or  Exchange  of   Unallocated   Shares.   Absent   specific
instructions  from  the  Trustee  or  other  fiduciary  pursuant  to  the  Trust
Agreement,  the  Purchasing  Agent shall tender  unallocated  Shares held in the
Trust Fund in proportion to the ratio that (A) the number of Shares with respect
to which  Participant  instructions  favor of the tender or  exchange  have been
received  bears to (b) the number of Shares  with  respect to which  Participant
instructions for or against the tender or exchange have been received;  provided
that the  Purchasing  Agent shall  follow any  directions  of the Trustee or any
other fiduciary authorized to instruct the Trustee with respect to the tender or
exchange of unallocated Shares under the Trust Agreement.
     13.7   Voting of Deceased Participant's Shares.  If this Section 13 applies
to Shares allocated to the Account of a deceased Participant, such Participant's
Beneficiary  shall be  entitled  to direct the manner in which to respond to any
tender or exchange offer as if such Beneficiary were the Participant.





                    SECTION 14. DESIGNATION OF BENEFICIARIES

     14.1   Designation of Beneficiary.  Each  Participant  shall  file with the
Committee a written  designation of one or more persons as the  Beneficiary  who
shall be entitled to receive the amount, if any, payable under the Plan upon his
or her death.  A  Participant  may from time to time revoke or change his or her
Beneficiary designation without the consent of any prior Beneficiary by filing a
new designation with the Committee.  The last such  designation  received by the
Committee  shall be controlling;  provided,  however,  that no  designation,  or
change  or  revocation  thereof,  shall  be  effective  unless  received  by the
Committee  prior  to the  Participant's  death,  and  in no  event  shall  it be
effective  as of a date  prior  to such  receipt.  A  Participant's  Beneficiary
designation  shall not be effective to the extent that payments to the Surviving
Spouse  are  required  pursuant  to  Section  11,  and in no  event  shall it be
effective as of a date prior to such receipt.
     14.2   Failure to Designate Beneficiary. If no such Beneficiary designation
is in  effect  at  the  time  of a  Participant's  death,  or  if no  designated
Beneficiary survives the Participant, the payment of the amount, if any, payable
under  the  Plan  upon  his or her  death  shall  be made  to the  Participant's
Surviving Spouse, if any; or if the Participant has no Surviving Spouse, then to
the Participant's  children,  if any, in equal shares; or if the Participant has
no children,  to the Participant's  parents,  if any, in equal shares; or if the
Participant has no parents,  to the Participant's  brothers and sisters, if any,
in equal shares. If the Participant has no brothers or sisters, payment shall be
made to the  Participant's  estate. If the Committee is in doubt as to the right
of any person to receive such amount,  the  Committee  may direct the Trustee to
retain such amount, without liability for any interest thereon, until the rights
thereto  are  determined,  or the  Committee  may direct the Trustee to pay such
amount into any court of  appropriate  jurisdiction  and such payment shall be a
complete discharge of the liability of the Plan and the Trust Fund therefor.





                     SECTION 15. ADMINISTRATION OF THE PLAN

     15.1   The Committee.  The  Committee shall have general responsibility for
the  administration,  interpretation and construction of the Plan. The Committee
shall be responsible for establishing  and maintaining  Plan records,  including
responsibility  for compliance  with the Actual  Deferral  Percentage and Actual
Contribution  Percentage  tests  described  in  Sections  4.6 and  5.3,  and the
Committee  shall be responsible  for complying with the reporting and disclosure
requirements  of the Act. The Committee  shall report to the Board of Directors,
or to a  committee  of the  Board of  Directors  designated  for  that  purpose,
periodically  as shall be specified by the Board of Directors or such designated
committee,  with  regard to the matters  for which it is  responsible  under the
Plan.
     15.2   The Trustee.  Except as otherwise provided in the Trust Agreement or
the Plan, the Trustee may act only as directed by the Committee, the Employer or
any other party, as applicable.  The Trustee shall have responsibility under the
Plan for the  management  and control of the assets of the Plan.  The  Committee
shall  periodically  review the  performance  and  methods of the  Trustee.  The
Employer or the Committee shall have the power to appoint,  remove or change the
Trustee  and, to the extent that the Trust Fund is invested in assets other than
Shares,  shall  have the  power to  appoint  or  remove  one or more  investment
advisers  and to delegate to such adviser  authority  and  discretion  to manage
(including the power to acquire and dispose of) the assets of the Plan, provided
that (i) such adviser with such authority and discretion  shall be either a bank
or a registered  investment  adviser under the Investment  Advisers Act of 1940,
and shall acknowledge in writing that it is a fiduciary with respect to the Plan
and (ii) the Committee shall periodically review the investment  performance and
methods of each  adviser(s)  with such authority and  discretion.  The Committee
shall  establish  investment  standards and policies and communicate the same to
the Trustee.  If annuities  are to be purchased  under the Plan,  the  Committee
shall   determine  what  contracts   should  be  made  available  to  terminated
Participants or purchased by the Trust Fund.
     15.3   Committee's  Responsibility  for  Entering  into  Exempt  Loans  and
Valuation of Shares.  The Committee shall have  responsibility for directing the
Trustee as to whether  and under what terms it shall  enter into an Exempt  Loan
and for  directing  the  Purchasing  Agent whether and under what terms it shall
purchase or otherwise dispose of Shares. In the event that there is no generally
recognized  market for Shares,  the Committee  shall be the named fiduciary with
responsibility  for determining  the fair market value of the Shares,  provided,
that any such determination shall be in accordance with applicable  Regulations,
if any,  and the  Committee  shall,  in  making  such  determination,  retain an
independent  appraiser  to make such  valuation  on behalf of the  Committee  in
accordance with Section 7.9.
     15.4   Committee's Power to  Engage  Outside  Experts.  The  Committee  may
arrange for the  engagement  of such legal  counsel,  who may be counsel for the
Employer,  and make use of such agents and  clerical or other  personnel as they
each shall require or may deem advisable for purposes of the Plan. The Committee
may rely upon the written opinion of such counsel and the accountants engaged by
the Committee and may delegate to any such agent of said Committee its authority
to perform  any act  hereunder,  including  without  limitation,  those  matters
involving the exercise of  discretion,  provided that such  delegation  shall be
subject to  revocation  at any time at the  discretion  of said  Committee.  The
Committee shall engage such certified public accountants, who may be accountants
for the Employer,  as it shall require or may deem advisable for purposes of the
Plan.
     15.5   Composition of Committee.  The  Committee  shall consist of at least
three members, each of whom shall be appointed by, shall remain in office at the
will of, and may be removed,  with or without cause,  by the Board of Directors.
Any member of said Committee may resign at any time. No member of said Committee
shall be entitled to act on or decide any matter  relating  solely to himself or
any of his or her  rights  or  benefits  under  the  Plan.  The  members  of the
Committee  shall not  receive  any  special  compensation  for  serving in their
capacities  as  members  of such  Committee  but  shall  be  reimbursed  for any
reasonable  expenses  incurred  in  connection  therewith.  Except as  otherwise
required by the Act, no bond or other security need be required of the Committee
or any member thereof in any jurisdiction.  Any member of the Committee,  or any
agent to whom said Committee  delegates any  authority,  and any other person or
group of  persons,  may serve in more  than one  fiduciary  capacity  (including
service both as a Trustee and administrator) with respect to the Plan.
     15.6   Actions of Committee. The Committee shall elect or designate its own
chairman,  establish its own  procedures and the time and place for its meetings
and  provide  for the  keeping  of minutes of all  meetings.  A majority  of the
members  of the  Committee  shall  constitute  a quorum for the  transaction  of
business at a meeting of the Committee. Any action of the Committee may be taken
upon the  affirmative  vote of a majority of the members of the  Committee  at a
meeting  or, at the  direction  of its  Chairman,  without a  meeting,  by mail,
telephone or  facsimile,  provided  that all of the members of the Committee are
informed by mail or  telephone of their right to vote on the proposal and of the
outcome of the vote thereon.
     15.7   Disbursement of Plan Funds.  The  Committee  shall  cause to be kept
full and accurate  accounts of receipts  and  disbursements  of the Plan,  shall
cause to be  deposited  all funds of the Plan to the name and credit of the Plan
in such  depositories  as may be designated by the Committee,  shall cause to be
disbursed  the monies and funds of the Plan when so  authorized by the Committee
and shall  generally  perform  such other duties as may be assigned to them from
time to time by the Committee.
     15.8   Application for Benefits.  Each Participant or Beneficiary believing
himself  eligible for benefits  under the Plan shall apply for such  benefits by
completing and filing with the Committee an  application  for benefits on a form
supplied by the Committee.  Before the date on which benefit payments  commence,
each such  application  must be  supported by such  information  and data as the
Committee deems relevant and appropriate.  Evidence of age, marital status (and,
in the  appropriate  instances,  health,  death or  disability)  and location of
residence  shall be  required of all  applicants  for  benefits.  All claims for
benefits under the Plan shall, within a reasonable period of time, be decided by
one or more persons designated in writing by the chairman of the Committee.
     15.9   Denied Claims for Benefits. In the event that any claim for benefits
is denied in whole or in part, the  Participant  or Beneficiary  whose claim has
been so denied shall be notified of such denial in writing by the Committee. The
notice  advising of the denial  shall  specify the reason or reasons for denial,
make specific  reference to pertinent Plan  provisions,  describe any additional
material  or  information  necessary  for the  claimant  to  perfect  the  claim
(explaining  why such  material or  information  is needed) and shall advise the
Participant or Beneficiary,  as the case may be, of the procedure for the appeal
of such denial. All appeals shall be made by the following procedure:
            (a)      The  Participant or Beneficiary whose claim has been denied
shall  file with the  Committee  a notice of desire to appeal the  denial.  Such
notice shall be filed within sixty (60) days of notification by the Committee of
claim denial, shall be made in writing and shall set forth all of the facts upon
which the appeal is based. Appeals not timely filed shall be barred.
            (b)      The  Committee shall, within thirty (30) days of receipt of
the Participant's or Beneficiary's notice of appeal, establish a hearing date on
which  the  Participant  or  Beneficiary  may make an oral  presentation  to the
Committee in support of his or her appeal.  The Participant or Beneficiary shall
be given not less than ten (10) days' notice of the date set for the hearing.
            (c)      The  Committee  shall consider the merits of the claimant's
written and oral  presentations,  the merits of any facts or evidence in support
of the  denial  of  benefits  and such  other  facts  and  circumstances  as the
Committee  shall  deem  relevant.  If the  claimant  elects  not to make an oral
presentation,  such  election  shall not be  deemed  adverse  to the  claimant's
interest,  and the Committee  shall proceed as set forth below as though an oral
presentation  of the contents of the claimant's  written  presentation  had been
made.
            (d)      The  Committee  shall  render  a  determination  upon   the
appealed claim which  determination  shall be accompanied by a written statement
as to the reasons  therefor.  The  determination so rendered shall be binding on
all parties.
            (e)      For  all  purposes under the Plan, such decisions on claims
(where  no  review is  requested)  and  decisions  on  review  (where  review is
requested) shall be final,  binding and conclusive on all interested  persons as
to participation and benefit eligibility,  the Employee's amount of Compensation
and any other matter of fact or interpretation relating to the Plan.
     15.10  Indemnification.  To  the maximum extent permitted by law, no member
of the Committee  shall be personally  liable by reason of any contract or other
instrument  executed by such member of the  Committee or on his or her behalf in
the  Committee  member's  capacity  as a member  of such  Committee  nor for any
mistake of judgment  made in good faith,  and the Employer  shall  indemnify and
hold  harmless,  directly  from its own assets  (including  the  proceeds of any
insurance policy the premiums of which are paid from the Employer's own assets),
each member of the Committee and each other officer, employee or director of the
Employer  to  whom  any  duty  or  power  relating  to  the   administration  or
interpretation of the Plan or to the management and control of the assets of the
Plan may be  delegated  or  allocated,  against  any cost or expense  (including
counsel fees) or liability (including any sum paid in settlement of a claim with
the  approval  of the  Employer)  arising  out of any act or  omission to act in
connection  with the Plan  unless  arising  out of such  person's  own  fraud or
willful  misconduct.  The Employer shall advance funds for legal expenses to the
extent permitted by the Act.
     15.11  Agent for Service of Process.  The Committee or such other person as
may from  time to time be  designated  by the  Committee  shall be the agent for
service of process under the Plan.





                              SECTION 16. EXPENSES

     16.1   Payment of Plan Expenses.  The  expenses  incurred in the management
and  administration of the Plan shall be paid from the Trust Fund, except to the
extent the  Employer,  in its sole  discretion,  may choose to pay such expenses
from time to time; provided that any Trustee expenses paid to The Charles Schwab
Trust Company  shall be payable  solely by the  Employer.  Such  expenses  shall
include  (i) the fees and  expenses of any  employee  and of the Trustee for the
performance  of their  duties under the Plan and Trust Fund  (including  but not
limited to  obtaining  investment  advice,  record  keeping  services  and legal
services),  (ii) the  expenses  incurred by the members of the  Committee in the
performance of their duties under the Plan  (including  reasonable  compensation
for any legal counsel, certified public accountants, consultants and agents, and
cost of services  rendered  with respect to the Plan) and (iii) all other proper
charges  and  disbursements  of the  Trustee  or the  members  of the  Committee
(including  settlements  of claims or legal  actions  approved by counsel to the
Plan).
     16.2   Expenses  Attributable  to  Investment  of  Plan  Assets  and Taxes.
Brokerage fees,  transfer taxes and any other expenses  incident to the purchase
or sale of  securities  by the Trustee shall be deemed to be part of the cost of
such securities,  or deducted in computing the proceeds  therefrom,  as the case
may be. Expenses attributable to investments of the Trust Fund shall be paid out
of the Trust Fund,  except to the extent the Employer,  in its sole  discretion,
may  choose  to pay such  expenses  from  time to time;  provided  that  expense
entirely  attributable to any one investment or to any one investment fund shall
be  allocated  pro rata in  accordance  with  Account  balances  among  Accounts
invested in such  investment or investment  fund.  Taxes, if any, of any and all
kinds  whatsoever  which are levied or  assessed  on any  assets  held or income
received by the Trustee shall be paid out of the Trust Fund.





                       SECTION 17. EMPLOYER PARTICIPATION

     17.1   Adoption of Plan by Affiliated Employer. Any Affiliated Employer may
adopt the Plan and the Trust Fund by  resolution  of its board of  directors  or
equivalent  governing  body  provided  that (i) the Board of  Directors  has not
expressly disallowed participation by such Affiliated Employer in the Plan; (ii)
the Affiliated Employer has not previously  expressly declined to participate in
the Plan; or (iii) the Affiliated  Employer is not precluded from  participating
in  the  Plan  by  a  legally  binding  written  document  that  precludes  such
participation; and provided further that the Board of Directors consents to such
adoption.  Any  Affiliated  Employer which so adopts the Plan shall be deemed to
appoint  Charles Schwab & Co., Inc., the Committee and the Trustee its exclusive
agents to exercise on its behalf all of the power and authority  conferred under
the Plan or the Trust Agreement. This authority shall continue until the Plan is
terminated and the relevant Trust Fund assets have been distributed.
     17.2   Termination  of  Participation   by   Participating   Employer.    A
Participating Employer may terminate its participation in the Plan by giving the
Committee prior written notice  specifying a termination date which shall be the
last day of a month  at least 60 days  subsequent  to the date  such  notice  is
received  by  the   Committee.   The  Board  of  Directors   may  terminate  any
Participating  Employer's  participation in the Plan, as of any termination date
specified by the  Committee,  for the failure of the  Participating  Employer to
make proper contributions or to comply with any other provision of the Plan.
     17.3   Effect  of  Termination  of Participation by Participating Employer.
Upon  termination  of  the  Plan  as  to  any   Participating   Employer,   such
Participating  Employer shall not make any further  contributions under the Plan
and no amount shall  thereafter  be payable under the Plan to or with respect to
any  Participants  then  employed  by such  Participating  Employer,  except  as
provided in this  Section 17. To the maximum  extent  permitted  by the Act, any
rights of Participants no longer employed by such Participating  Employer and of
former  Participants  and their  Beneficiaries  and Surviving  Spouses and other
eligible  survivors  under the Plan shall be unaffected by such  termination and
any transfer,  distribution  or other  disposition  of the assets of the Plan as
provided  in this  Section  17 shall  constitute  a  complete  discharge  of all
liabilities  under  the  Plan  with  respect  to such  Participating  Employer's
participation   in  the  Plan  and  any   Participant   then  employed  by  such
Participating Employer.
            The interest of each such Participant who is in  Service  with  such
Participating  Employer  as of the  termination  date  is the  amount,  if  any,
credited to his or her Account  after  payment of or provision  for expenses and
charges and appropriate  adjustment of the Accounts of all such Participants for
expenses and charges as described  in Section 16, and all  forfeitures  shall be
nonforfeitable  as of the termination date, and upon receipt by the Committee of
IRS approval of such termination, the full current value of such amount shall be
paid from the Trust Fund in the manner  described in Section 17.4 or transferred
to a successor  employee benefit plan which is qualified under Section 401(a) of
the Code;  provided,  however,  that in the event of any transfer of assets to a
successor  employee  benefit plan the provisions of Section 17.4 will apply.  No
advances  against such payments shall be made prior to such receipt of approval,
but after such receipt the  Committee,  in its sole  discretion,  may direct the
Trustee to make one or more advances in accordance with Section 11.1.
            All determinations, approvals and notifications  referred  to  above
shall be in form and substance and from a source  satisfactory to the Committee.
To the maximum  extent  permitted by the Act, the  termination of the Plan as to
any Participating  Employer shall not in any way affect any other  Participating
Employer's participation in the Plan.
     17.4   Limitations  on  Transfer  of  Plan  Assets  to  Successor  Plan. No
transfer of the Plan's assets and  liabilities to a successor  employee  benefit
plan (whether by merger or consolidation  with such successor plan or otherwise)
shall  be made  unless  each  Participant  would,  if  either  the  Plan or such
successor  plan  then  terminated,  receive  a benefit  immediately  after  such
transfer  which (after taking account of any  distributions  or payments to such
Participants  as part of the same  transaction)  is equal to or greater than the
benefit such Participant would have been entitled to receive  immediately before
such  transfer  if the Plan had then been  terminated.  The  Committee  may also
request appropriate  indemnification from the employer or employers  maintaining
such successor plan before making such a transfer.
     17.5   Shares  Allocated  to  Suspense  Fund Excluded from Transfer of Plan
Assets to Successor  Plan.  Notwithstanding  any provision of this Section 17 to
the  contrary,  any  Shares  allocated  to  a  Suspense  Subfund  shall  not  be
transferred  to a  successor  employee  benefit  plan  except as is  required or
permitted by the  Committee in  accordance  with the terms of an Exempt Loan and
the Regulations.





                SECTION 18. AMENDMENT OR TERMINATION OF THE PLAN

     18.1   Amendment, Suspension or Termination of Plan.
            (a)      Subject  to  the  provisions  of  Section 18.1(b)  and  (c)
hereof,  the board of directors  of the Plan  Sponsor  reserves the right at any
time to suspend or terminate  the Plan,  any  contributions  thereunder,  or any
other  agreement or arrangement  forming a part of the Plan, in whole or in part
and for any reason,  and to adopt any  amendment or  modification  thereto,  all
without the consent of any  Participating  Employer,  Participant,  Beneficiary,
Surviving  Spouse or other  eligible  survivor.  Subject  to the  provisions  of
Section 18.1(b) and (c) hereof, the Board of Directors reserves the right at any
time to amend or modify the Plan. Each Participating Employer by its adoption of
the Plan  shall be  deemed  to have  delegated  this  authority  to the Board of
Directors.
            (b)      The  Board  of  Directors  shall  not make any amendment or
modification  which  would (i)  retroactively  impair any rights to any  benefit
under the Plan which any  Participant,  Beneficiary,  Surviving  Spouse or other
eligible  survivor  would  otherwise  have had at the date of such  amendment by
reason of the  contributions  theretofore  made or (ii) make it possible for any
part of the funds of the Plan (other than such part as is required to pay taxes,
if any, and administration expenses as provided in Section 16) to be used for or
diverted to any purposes  other than for the exclusive  benefit of  Participants
and their Beneficiaries and Surviving Spouses and other eligible survivors under
the Plan prior to the satisfaction of all liabilities with respect thereto.
     18.2   Power  to Retroactively Amend, Suspend or Terminate Plan Provisions.
Subject  to  the  provisions  of  Section  18.1,  any  amendment,  modification,
suspension or termination of any provision of the Plan may be made retroactively
if  necessary or  appropriate  to qualify or maintain the Plan as a plan meeting
the  requirements  of  Sections  401(a)  of the  Code  or any  other  applicable
provision of law  (including  the Act) as now in effect or hereafter  amended or
adopted and the Regulations issued thereunder.
     18.3   Notice  of  Amendment,  Suspension  or  Termination.  Notice  of any
amendment, modification, suspension or termination of the Plan shall be given by
the Board of Directors or the board of  directors  of the Plan  Sponsor,  as the
case may be, to the Trustee and all Participating Employers.
     18.4   Effect of Termination of Plan.  Upon  termination  of  the  Plan, no
Participating  Employer shall make any further  contributions under the Plan and
no amount shall  thereafter  be payable under the Plan to or with respect to any
Participant  except as  provided in this  Section 18, and to the maximum  extent
permitted by the Act,  transfers or  distributions  of the assets of the Plan as
provided  in this  Section  18 shall  constitute  a  complete  discharge  of all
liabilities  under the Plan.  The provisions of the Plan which are necessary for
the operation of the Plan and the  distribution or transfer of the assets of the
Plan shall remain in force.
            Upon receipt by the Committee of IRS approval of  such  termination,
the full  current  value of such  adjusted  amount,  and the full  value of each
account  described in Sections  6.2 and 7.1 above,  shall be paid from the Trust
Fund to each  Participant and former  Participant (or, in the event of the death
of a Participant or former  Participant,  to the Surviving Spouse or Beneficiary
thereof) in any manner of distribution  specified in Section 11 above, including
payments which are deferred until the Participant's  termination of Service,  as
the  Committee  shall  determine.  Without  limiting  the  foregoing,  any  such
distribution  may be made in cash or in property,  or both,  as the Committee in
its sole discretion may direct.
            All determinations, approvals and notifications  referred  to  above
shall be in form and substance and from a source satisfactory to the Committee.
     18.5   Partial Termination of Plan.  In  the  event  that  any governmental
authority,  including  without  limitation  the IRS,  determines  that a partial
termination (within the meaning of the Act) of the Plan has occurred or if there
is a complete  discontinuance of Employer contributions then (i) the interest of
each   Participant   affected  thereby  in  his  or  her  Account  shall  become
nonforfeitable  as  of  the  date  of  such  partial   termination  or  complete
discontinuance  of contributions  and (ii) the provisions of Sections 18.2, 18.3
and 18.4 above,  which in the opinion of the  Committee  are  necessary  for the
execution of the Plan and the allocation and  distribution  of the assets of the
Plan, shall apply.
     18.6   Trust for Exclusive Benefit of Participant.  In  no event  shall any
part of the Trust Fund (other  than such part as is  required  to pay taxes,  if
any, and administration expenses as provided in Section 16 above) be used for or
diverted to any purposes  other than for the exclusive  benefit of  Participants
and their Beneficiaries and Surviving Spouses under the Plan.





                     SECTION 19. TOP-HEAVY PLAN REQUIREMENTS

     19.1   Top-Heavy Plan - In General.  For  any Plan Year for which this Plan
is  a  Top-Heavy   Plan,   the   provisions  of  this  Section  19  shall  apply
notwithstanding any other provisions of the Plan.
     19.2   Effect of Top-Heavy Status.  Each  Participant  who (i) is a Non-Key
Employee  and  (ii) is  employed  on the last  day of the  Plan  Year,  shall be
entitled to have contributions  allocated to his or her Account of not less than
three percent (3%) of the Participant's  Compensation (the "Minimum Contribution
Percentage")  regardless  of (i) whether such Non-Key  Employee has  completed a
Year of Service,  and (ii) the amount of such Non-Key  Employee's  Compensation;
provided,  however,  that the minimum contribution  percentage for any Plan Year
shall not exceed the percentage at which  contributions  are made under the Plan
for the Plan Year for the Key Employee for whom such  percentage  is the highest
for such Plan Year.  For this purpose,  such  percentage  shall be determined by
dividing the  contributions  made for such Key Employee by so much of his or her
Compensation (which solely for this purpose includes Elective Contributions made
by the  Employer  for the Key  Employee)  for the Plan  Year as does not  exceed
$150,000   (adjusted   automatically   for  increases  in  accordance  with  the
Regulations).
            Contributions  taken  into  account  under  this  Section 19.2 shall
include  contributions under this Plan and under all other defined  contribution
plans (as defined in Section  414(i) of the Code)  required to be included in an
Aggregation Group; provided,  however, that such contributions shall not include
(i) contributions to any defined  contribution plan in the required  aggregation
group if such contributions  enable such a defined contribution plan to meet the
requirements  of  Sections  401(a)(4)  or 410 of the Code or (ii)  contributions
under the Social Security Act or any other federal or state law.
     19.3   Top-Heavy Vesting Schedule.
     In the event that the Plan is a Top-Heavy Plan, all contributions shall
be vested at a rate not slower than the following vesting schedule:

            Years of Service                                      Percentage

            Less than two years                                        0%
            At least two years but less than three years              20%
            At least three years but less than four years             50%
            At least four years but less than five years              75%
            Five years or more                                       100%


     19.4   Definitions.
            (a)      "Top-Heavy Plan" means this Plan for  any  Plan Year if, as
of the  Determination  Date,  (i)  the  present  value  of the  Accounts  of all
Participants who are Key Employees  (excluding former Key Employees)  exceeds 60
percent of the present value of all Participants' Accounts (excluding former Key
Employees) or (ii) the Plan is required to be in an Aggregation  Group which for
such Plan Year is a Top-Heavy Group. In determining whether the Plan constitutes
a Top-Heavy Plan, the Committee shall make the following adjustments:
                     (i)      When  more  than  one  plan  is  aggregated,   the
Committee shall determine separately for each plan as of any Determination Date,
the  present  value of accrued  benefits  of all  Participants  and the value of
Accounts of all Participants.
                     (ii)     Any  such determination  shall include the present
value of distributions made to former Participants  under  the  applicable  plan
(including  a  terminated  plan)  during  the  five-year  period  ending  on the
Determination Date, unless reflected in the value of the accrued benefits or the
Accounts of such former Participants as of the Determination Date.
                     (iii)    Any   such   determination   shall   include   any
Rollover Contribution from any other plan as follows:
                              (A)      If the Rollover Contribution is initiated
by the Employee and made to or from a plan maintained by a corporation  which is
not an Affiliated  Employer,  the plan providing the distribution  shall include
such distribution in the value of such accrued benefit or Account.
                              (B)      If   the  Rollover  Contribution  is  not
initiated  by the  Employee  or made  from a plan  maintained  by an  Affiliated
Employer, the plan accepting the distribution shall include such distribution in
the value of such accrued benefit or Account.
            (b)      "Determination Date" means for  any  Plan Year the last day
of the next preceding Plan Year.
            (c)      "Aggregation  Group"  means  all  plans  maintained  by the
Employer or any  Affiliated  Employer  which are  required to be  aggregated  or
permitted to be aggregated. For purposes of this Section 19.4(c),
                     (i)      The  group  of  plans  that  are  required  to  be
aggregated (the "required aggregation group") includes each plan of the Employer
or any Affiliated  Employer in which a Key Employee is a  Participant,  and each
other plan of the Employer or any  Affiliated  Employer  which enables a plan in
which a Key  Employee  is a  Participant  to meet the  requirements  of Sections
401(a)(4) or 410 of the Code; and
                     (ii)     The  group  of  plans  that  are  permitted  to be
aggregated  (the   "permissive   aggregation   group")   includes  the  required
aggregation  group  plus one or more  plans of the  Employer  or any  Affiliated
Employer  that is not  part of the  required  aggregation  group  and  that  the
Committee  certifies as  constituting a plan within the  permissive  aggregation
group. Such plan or plans may be added to the permissive  aggregation group only
if the permissive  aggregation  group would continue to meet the requirements of
Sections 401(a)(4) and 410 of the Code.
            (d)      "Top Heavy Group" means the Aggregation Group, if as of any
Determination  Date, the sum of (i) the present value of the accrued benefits of
all  Participants  who are Key Employees under all defined benefit plans (within
the meaning of Section  414(j) of the Code)  included in the  Aggregation  Group
plus (ii) the aggregate  value of the Accounts of all  Participants  who are Key
Employees  under all defined  contribution  plans (within the meaning of Section
414(i) of the Code) included in the Aggregation  Group exceeds 60 percent of the
sum of (i) the  present  value  of the  accrued  benefits  for all  Participants
(excluding former Key Employees), under all such defined benefit plans plus (ii)
the aggregate value of the Accounts of all  Participants  (excluding  former Key
Employees) under all such defined  contribution  plans. If the Aggregation Group
that is a  Top-Heavy  Group is a required  aggregation  group,  each plan in the
Aggregation  Group will be a Top-Heavy Plan. If the Aggregation  Group that is a
Top-Heavy  Group is a permissive  aggregation  group,  only those plans that are
part of the required  aggregation  group will be treated as a Top-Heavy Plan. If
the Aggregation  Group is not a Top-Heavy Group, no plan within such Aggregation
Group will be a Top-Heavy Plan.
            For purposes of  Section  19.4(a),  the  present  value  of  accrued
benefits  under any defined  benefit  plan and the value of  Accounts  under any
defined  contribution  plan shall be determined as of the Valuation Date that is
coincident with the Determination Date in accordance with the Regulations.
            (e)      "Key Employee" means any Employee or former  Employee  who,
at any time during the Plan Year preceding the Determination  Date or during any
of the four preceding Plan Years, is or was one of the following:
                     (i)      An  officer  of  the  Employer  or any  Affiliated
Employer having annual  compensation  (within the meaning of Section  414(q)(4))
greater than 50 percent of the amount in effect under  Section  415(b)(1)(A)  of
the Code for any Plan Year (as adjusted  for  increases in the cost of living in
accordance with the Regulations).  For purposes of the preceding  sentence there
shall be treated as officers for any such Plan Year no more than the lesser of:
                              (A)      50 Employees, or
                              (B)      the  greater of  three  Employees  or  10
percent of the  Employees  of the  Employer  or any Affiliated Employer;
                     (ii)     One of the ten Employees owning (or  considered as
owning  within the meaning of Section 318 of the Code) more than a five  percent
(5%) interest and one of the largest interests in the Employer or any Affiliated
Employer.  An Employee will not be considered such an owner for any Plan Year if
the Employee's  compensation  (within the meaning of Section  414(q)(4)) is less
than $30,000 (as adjusted for increases in the cost of living in accordance with
the  Regulations);  for purposes of  determining  ownership  pursuant to Section
19.4(e)(ii)  the aggregation  rules of Section  414(b),  (c) and (m) of the Code
apply.
                     (iii)    Any  person  who  owns  (or  considered  as owning
within the meaning of Section 318 of the Code) more than a five percent interest
in the Employer;
                     (iv)     Any person having compensation (within the meaning
of Section 414(q)(4)) of more than $150,000, and owning (or considered as owning
within the meaning of Section 318 of the Code) more than a one percent  interest
in the Employer.  For purposes of this Section  19.4(e),  a Beneficiary of a Key
Employee shall be treated as a Key Employee and the interests  inherited by such
Beneficiary shall be treated the same as if owned by the Key Employee.
            (f)      "Non-Key  Employee" means any "Non-Key Employee" as defined
in Section 416(i)(2) of the Code and the Regulations promulgated thereunder.
     19.5   Maintenance of Defined Benefit Plan in Addition to Plan.
     Effective for limitation years commencing prior to January 1, 2000, in  the
event that the Plan is a Top-Heavy  Plan for any Plan Year and the Employer also
maintains a defined benefit plan (within the meaning of Section 414 of the Code)
which provides benefits on behalf of Participants, then one of the two following
provisions shall apply:
            (1)      If the Plan is a Top-Heavy Plan for any Plan Year but would
not be a "Top-Heavy Plan" for the Plan Year if "90 percent" were substituted for
"60  percent" in Section  19.4(a),  then  Section 19.2 shall be applied for such
Plan Year by substituting "four percent" for "three percent."
            (2)      If a Top-Heavy Plan would continue to be a "Top-Heavy Plan"
for the Plan Year if "90 percent" were  substituted  for "60 percent",  then the
denominator  of the defined  contribution  plan fraction shall be calculated for
such Plan Year by  substituting  "1.0" for "1.25",  except  with  respect to any
Participant who is not entitled to an allocation of Employer  contributions  and
does not receive any accruals under any defined benefit plan (within the meaning
of Section 414(j) of the Code) maintained by the Employer.
     In  the  event  that another defined contribution plan or a defined benefit
plan maintained by the Employer provides  contributions or benefits on behalf of
Participants, the Committee shall take such other plan into account as a part of
this  Plan to the  extent  required  by the  Code  and in  accordance  with  the
Regulations.






                 SECTION 20. GENERAL LIMITATIONS AND PROVISIONS

     20.1   Exclusive Benefit of Participants and  Beneficiaries.  In  no  event
shall any part of the funds of the Plan be used for or diverted to any  purposes
other than for the exclusive  benefit of  Participants  and their  Beneficiaries
under the Plan except as permitted  under  Section  403(c) of the Act.  Upon the
transfer by a Participating  Employer of any money to the Trustee,  all interest
of the Participating Employer therein shall cease and terminate.
     20.2   No Rights to Continued Employment.  Nothing  contained  in  the Plan
shall  give any  employee  the right to be  retained  in the  employment  of the
Employer or any  Affiliated  Employer or affect the right of the Employer or any
Affiliated Employer to dismiss any employee. The adoption and maintenance of the
Plan shall not constitute a contract between the Employer and any employee or be
consideration  for, or an inducement  to or condition of, the  employment of any
employee.
     20.3   Trust Sole Source of Benefits.  The  Trust  Fund  shall  be the sole
source of benefits under the Plan and, except as otherwise  required by the Act,
the Employer and the Committee assume no liability or responsibility for payment
for such benefits, and each Participant,  Surviving Spouse, Beneficiary or other
person who shall claim the right to any payment under the Plan shall be entitled
to look only to the Trust  Fund for such  payment  and shall not have any right,
claim or demand therefor against the Employer, the Committee, or any Participant
thereof, or any employee or director of the Employer.
     20.4   Risk of  Decrease  in  Assets.  Each  Participant,  Beneficiary  and
Surviving  Spouse shall assume all risk in  connection  with any decrease in the
value of the assets of the Trust Fund and the Participants'  Accounts or special
accounts  and  neither  the  Employer  nor the  Committee  shall  be  liable  or
responsible therefor.
     20.5   Incapacity of Participant or Beneficiary.  If  the  Committee  shall
find that any person to whom any  amount is payable  under the Plan is unable to
care for his or her affairs  because of illness or accident,  or is a minor,  or
has died, then any payment due such person or his or her estate shall be made to
his or her duly  appointed  legal  representative.  Any such payment  shall be a
complete discharge of the liability of the Plan and the Trust Fund therefor.
     20.6   Antialienation; Qualified Domestic Relations Orders.
            (a)      Except  insofar  as  may  otherwise  be  required by law or
pursuant to the terms of a Qualified  Domestic  Relations Order, as set forth in
this Section  20.5,  no amount  payable at any time under the Plan and the Trust
Fund  shall be  subject  in any  manner to  alienation  by  anticipation,  sale,
transfer,  assignment,  bankruptcy, pledge, attachment, charge or encumbrance of
any kind nor in any manner be subject to the debts or liabilities of any person,
and any attempt to so alienate or subject any such amount,  whether presently or
thereafter  payable,  shall be void.  If any person shall  attempt to, or shall,
alienate,  sell, transfer,  assign, pledge, attach, charge or otherwise encumber
any amount payable under the Plan and Trust Fund, or any part thereof,  or if by
reason of his or her  bankruptcy or other event  happening at any such time such
amount  would  be made  subject  to his or her  debts  or  liabilities  or would
otherwise not be enjoyed by such person,  then the  Committee,  if it so elects,
may direct that such amount be withheld and that the same or any part thereof be
paid or applied to or for the benefit of such person.
            (b)      Upon  receipt  of  notification  of any judgment, decree or
order (including approval of a property  settlement  agreement) which relates to
the provision of child support,  alimony payments, or marital property rights of
a spouse, former spouse, child, or other dependent of a Participant and which is
made pursuant to a state domestic  relations law (including a community property
law) (herein referred to as a "domestic  relations order"),  the Committee shall
(i) notify the  Participant  and any  prospective  Alternate  Payee named in the
order of the receipt and date of receipt of such domestic relations order and of
the Plan's procedures for determining the status of the domestic relations order
as a Qualified  Domestic  Relations Order,  and (ii) within a reasonable  period
after  receipt of such  order,  determine  whether it  constitutes  a  Qualified
Domestic Relations Order. The Plan's procedures for the determination of whether
a domestic  relations  order  constitutes a Qualified  Domestic  Relations Order
shall  be set  forth  by  the  Committee  in  writing,  shall  provide  for  the
notification  of each person  specified  in that order as entitled to payment of
benefits  under the Plan (at the  address  included  in the  domestic  relations
order)  of such  procedures  promptly  upon  receipt  by the  Committee  of such
domestic  relations order,  and shall permit the prospective  Alternate Payee to
designate a representative for receipt of copies of notices that are sent to the
prospective Alternate Payee with respect to a domestic relations order.
            (c)      During  any period in which the issue of whether a domestic
relations order is a Qualified  Domestic Relations Order is being determined (by
the Committee,  by a court of competent jurisdiction,  or otherwise),  including
the period  beginning on the date of the Committee's  receipt of the order,  the
Committee  shall  segregate  in a  separate  account in the Plan or in an escrow
account held by a Trustee the amounts,  if any, which would have been payable to
the  Alternate  Payee  during  such period if the order had been  determined  to
constitute a Qualified  Domestic  Relations Order,  provided that if no payments
would  otherwise  be made  under  the  Plan  to the  Alternate  Payee  or to the
Participant or a Beneficiary of the Participant while the status of the order as
a Qualified Domestic Relations Order is being determined,  no segregation into a
separate or escrow account shall be required.  If a domestic  relations order is
determined  to be a Qualified  Domestic  Relations  Order within  eighteen  (18)
months of the date of its receipt by the Committee (or from the beginning of any
other period during which the issue of its being a Qualified  Domestic Relations
Order is being determined by the Committee) the Committee shall cause to be paid
to the persons  entitled  thereto the amounts,  if any,  held in the separate or
escrow account referred to above in one lump sum. If a domestic  relations order
is determined not be a Qualified  Domestic  Relations Order, or if the status of
the domestic  relations  order as a Qualified  Domestic  Relations  Order is not
finally  resolved  within such eighteen month period,  the Committee shall cause
the separate  account or escrow  account  balance to be returned,  with interest
thereon, to the Participant's  Account or to be paid to the person or persons to
whom  such  amount  would  have  been  paid if there  had been no such  domestic
relations order,  whichever shall apply. Any subsequent  determination that such
domestic  relations  order is a  Qualified  Domestic  Relations  Order  shall be
prospective in effect only.
            (d)      (i)      Benefits  payable  to  an Alternate Payee shall be
payable in one lump sum and in no event shall such benefits  continue beyond the
lifetime of the Alternate Payee.  Such payment may be made at the time specified
in  the  Qualified   Domestic   Relations  Order  irrespective  of  whether  the
Participant  has attained the "earliest  retirement  age" (within the meaning of
Section 414(p)(4)(B) of the Code). In particular,  no Alternate Payee shall have
the right with respect to any benefit payable by reason of a Qualified  Domestic
Relations Order to (A) designate a beneficiary  with respect to amounts becoming
payable under the Plan, (B) elect a method of benefit distribution providing for
benefits   continuing  beyond  the  Alternate  Payee's  lifetime,   (C)  provide
survivorship benefits to a spouse or dependent of such Alternate Payee or to any
other person,  spouse,  dependent or other person,  or (D) transfer rights under
the Qualified Domestic Relations Order by will or by state law of intestacy.
                     (ii)     None  of  the payments,  benefits or rights of any
Alternate  Payee  shall  be  subject  to any  claim  of any  creditor,  and,  in
particular, to the fullest extent permitted by law, all such payments,  benefits
and rights shall be free from attachment, garnishment, trustee's process, or any
other legal or equitable  process  available  to any creditor of such  Alternate
Payee. No Alternate Payee shall have the right to alienate, anticipate, commute,
pledge,  encumber or assign any of the benefits or payments  which he or she may
expect to receive, contingently or otherwise, under the Plan.
                     (iii)    Alternate  Payees  shall  not  have  any  right to
(A) borrow  money under any  Participant  loan  provisions  under the Plan,  (B)
exercise any Participant  investment  direction  rights or privileges  under the
Plan, (C) exercise any other election,  privilege, option or direction rights of
the Participant under the Plan except as specifically  provided in the Qualified
Domestic Relations Order, or (D) receive communications with respect to the Plan
except as  specifically  provided by law,  regulation or the Qualified  Domestic
Relations Order.
                     (iv)     Each  Alternate Payee shall  advise the  Committee
in writing of each change of his or her name,  address or marital status, and of
each change in the provisions of the Qualified  Domestic  Relations Order or any
circumstance  set forth therein  which may be material to the Alternate  Payee's
entitlement  to benefits  thereunder or the amount  thereof.  Until such written
notice has been  provided to the  Committee,  the  Committee  shall be (A) fully
protected in not complying  with, and in conducting the affairs of the Plan in a
manner  inconsistent  with,  the  information  set forth in the notice,  and (B)
required to act with respect to such notice prospectively only, and then only to
the extent provided for in the Qualified Domestic Relations Order. The Committee
shall  not be  required  to  modify  or  reverse  any  payment,  transaction  or
application of funds occurring  before the receipt of any notice that would have
affected  such  payment,  transaction  or  application  of funds,  nor shall the
Committee  or any other  party be liable for any such  payment,  transaction  or
application of funds.
                     (v)      Except  as  specifically  provided  for   in   the
Qualified  Domestic  Relations  Order, an Alternate Payee shall have no right to
interfere with the exercise by the  Participant  or by any  Beneficiary of their
respective rights, privileges and obligations under the Plan.
            (e)      For purposes of this Plan, a Qualified  Domestic  Relations
Order means any judgment,  decree,  or order  (including  approval of a property
settlement  agreement)  which has been determined by the Committee in accordance
with procedures  established under the Plan, to constitute a qualified  domestic
relations  order  within  the  meaning  of  Section  414(p)(1)  of the  Code and
Alternate  Payee  means any person  entitled  to  current  or future  payment of
benefits under the Plan pursuant to a Qualified Domestic Relations Order.
     20.7   Inability  to  Locate  Participant  or Beneficiary. If the Committee
cannot  ascertain the  whereabouts  of any person to whom a payment is due under
the Plan,  and if,  after five years from the date such payment is due, a notice
of such payment due is mailed to the last known address of such person, as shown
on the records of the Committee or the  Employer,  and within three months after
such mailing such person has not made written claim therefor, the Committee,  if
it so elects,  may direct that such payment and all remaining payments otherwise
due to such person be canceled on the records of the Plan and the amount thereof
applied to reduce the contributions of the Employer, and upon such cancellation,
the Plan and the Trust Fund shall,  to the maximum extent  permitted by the Act,
have no further  liability  therefor except that, in the event such person later
notifies  the  Committee of his or her  whereabouts  and requests the payment or
payments due to such person under the Plan,  the amount so applied shall be paid
to him or her as provided in Section 11. All elections, designations,  requests,
notices,   instructions,   and  other   communications  from  the  Employer,   a
Participant,  Beneficiary,  Surviving  Spouse or other  person to the  Committee
required or permitted under the Plan shall be in such form as is prescribed from
time to time by the Committee,  shall be mailed or delivered to such location as
shall be specified by the Committee,  and shall be deemed to have been given and
delivered only upon actual receipt thereof by the Committee at such location.
     20.8   Failure to Receive IRS Approval. Notwithstanding any other provision
herein,  if this Plan shall not be approved by the IRS under the  provisions  of
the Code and the  Regulations for any reason  (including  failure to comply with
any condition for such approval imposed by the IRS) contributions made after the
restatement of this Plan and prior to such denial shall be returned, without any
liability  to any  person,  within  one year  after  the date of  denial of such
approval.
     20.9   Contributions  Conditioned  on  Deductibility.  Notwithstanding  any
other  provision  herein,  all  contributions  to the Trust  Fund are  expressly
conditioned  upon  their  deductibility  under  Section  404 of the Code and the
Regulations, and in the event of the final disallowance of the deduction for any
contribution,  in whole or in part,  then such  contribution  (to the extent the
deduction is disallowed)  shall upon direction of the Committee,  which shall be
given  in  conformity  with the  provisions  of the Act,  be  returned,  without
liability to any person, within one year after such final disallowance.
     20.10  Mistake of Fact.  Notwithstanding  any  other  provisions herein, if
any contribution is made by a mistake of fact, such contribution  shall upon the
direction  of the  Committee,  which  shall  be  given  in  conformity  with the
provisions of the Act, be returned,  without liability to any person, within one
year after the payment of such contribution.
     20.11  Communications  with  Committee.    All   elections,   designations,
requests, notices,  instructions,  and other communications from the Employer, a
Participant,  Beneficiary,  Surviving  Spouse or other  person to the  Committee
required or permitted under the Plan shall be in such form as is prescribed from
time to time by such Committee, shall be mailed by first-class mail or delivered
to such location as shall be specified by such Committee, and shall be deemed to
have been given and delivered only upon actual receipt thereof by such Committee
at such location.
     20.12  Communications  with  Participants  and  Beneficiaries. All notices,
statements,  reports and other communications from the Employer or the Committee
to any Employee,  Participant,  Surviving  Spouse,  Beneficiary  or other person
required  or  permitted  under the Plan  shall be deemed to have been duly given
when  delivered  to, or when mailed by  first-class  mail,  postage  prepaid and
addressed to, such Employee, Participant, Surviving Spouse, Beneficiary or other
person at his or her address last appearing on the records of the Committee.
     20.13  Prior  Service  Credit.  Upon  such  terms  and  conditions  as  the
Committee may approve, and subject to any required IRS approval, benefits may be
provided  under the Plan to a  Participant  with  respect  to any  period of the
Participant's  prior employment by any organization,  and such benefits (and any
Service  credited with respect to such period of employment  under Section 2.25)
may be provided  for,  in whole or in part,  by funds  transferred,  directly or
indirectly  (including a rollover from an individual retirement account), to the
Trust Fund from an employee  benefit plan of such  organization  which qualified
under Section 401(a) of the Code.
     20.14  Gender and Number.  Except  where otherwise required by the context,
whenever  used in the Plan the  masculine  gender  includes the feminine and the
singular shall include the plural.
     20.15  Headings. The captions preceding the Sections of the Plan have  been
inserted  solely as a matter of  convenience  and in no way  define or limit the
scope or intent of any provisions of the Plan.
     20.16  Governing  Law. The Plan and all rights thereunder shall be governed
by and construed in accordance with the Act and, to the extent not  inconsistent
therewith, the laws of the State of California.
     20.17  Severability of Provisions.  If  any  provision of the Plan shall be
held invalid or  unenforceable,  such invalidity or  unenforceability  shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provisions had not been included.
     20.18  Heirs,  Assigns and Personal  Representatives.  The  Plan  shall  be
binding upon the heirs, executors, administrators, successors and assigns of the
parties, including each Participant and Beneficiary,  present and future and all
persons for whose benefit there exists any QDRO with respect to any  Participant
(except that no successor to the Plan Sponsor shall be considered a Plan Sponsor
unless that successor adopts the Plan).
     20.19  Reliance on Data and Consents. The Plan Sponsor, the  Employer, each
participating Employer, the Board of Directors,  the Committee, the Trustee, all
fiduciaries  with  respect  to the  Plan,  and all  other  persons  or  entities
associated with the operation of the Plan, the management of its assets, and the
provision of benefits thereunder, may reasonably rely on the truth, accuracy and
completeness  of  all  data  provided  by  any  Participant,  Surviving  Spouse,
Beneficiary,  and Alternate  Payee,  including,  without  limitation,  data with
respect to age, health and marital status.  Furthermore,  the Plan Sponsor,  the
Employer,  each participating  Employer, the Board of Directors,  the Committee,
the Trustee, and all fiduciaries with respect to the Plan may reasonably rely on
all consents, elections and designations filed with the Plan or those associated
with the operation of the Plan and its  corresponding  Trust by any Participant,
Surviving  Spouse,  Beneficiary,  Alternate Payee, or any  representative of any
such person,  without duty to inquire into the  genuineness of any such consent,
election  or  designation.  None  of  the  aforementioned  persons  or  entities
associated with the operation of the Plan, its assets and the benefits  provided
under the Plan shall have any duty to  inquire  into any such data,  and all may
rely on such data being current to the date of  reference,  it being the duty of
the  Participants,  Surviving  Spouses,  Beneficiaries  and Alternate  Payees to
advise the appropriate parties of any change in such data.
     20.20  Qualified Military Service.  Notwithstanding  any  provision of this
Plan to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Code.






                SECTION 21. APPLICATION TO PUERTO RICO EMPLOYEES

     21.1   Modifications Applicable to Puerto  Rico.  The  provisions  of  this
Section  shall  govern  the  application  of  the  provisions  of  the  Plan  to
Participants  who  are  employed  by the  Company  in and are  residents  of the
Commonwealth of Puerto Rico ("Puerto Rico Participants"):
            (a)      Notwithstanding Section 2.25,  the  definition  of  "Highly
Compensated  Participant"  shall be a Puerto  Rico  Participant  employed by the
Company who  receives  Compensation  that exceeds the  Compensation  paid to two
thirds of the Puerto Rico  Participants,  as  provided in Section  165(e) of the
Puerto Rico Income Tax Act;
            (b)      The  following  shall  apply in lieu of the second sentence
of Section  5.1(a)  hereof:  The Salary  Reduction  Agreement  shall provide for
Elective  Contributions  equal to any whole percentage  between one percent (1%)
and ten Percent (10%) of a Participant's Compensation in any payroll period, not
to exceed $7,500  (reduced by any  contributions  made by the  Participant to an
IRA) in any calendar year;
            (c)      The  Actual  Deferral  Percentage Test set forth in Section
5.3 shall be applied  separately with respect to Puerto Rico  Participants.  For
purposes  of  applying  the  Actual  Deferral  Percentage  Test to  Puerto  Rico
Participants,  the  definition  of  Highly  Compensated  Employee  contained  in
subparagraph (a) hereof shall be used; and
            (d)      For  purposes of applying subparagraphs (b) and (c) of this
Section 21.1, the definition of Compensation  contained in Section 2.11 shall be
applied without regard to clause (xii) thereof.
            In all other respects, the terms of this Plan shall apply to  Puerto
Rico Participants.