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                                                                   EXHIBIT 10.6



                          HASTINGS ENTERTAINMENT, INC.
                        ASSOCIATES' STOCK OWNERSHIP PLAN



                             As Amended and Restated
                   Generally Effective as of February 1, 1997





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                                TABLE OF CONTENTS
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                                                                                                               PAGE
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ARTICLE I                  PURPOSE AND AMENDMENT OF THE PLAN......................................................1
         1.01     Amendment of the Plan...........................................................................1
         1.02     Purpose.........................................................................................1
         1.03     Trust Agreement.................................................................................1

ARTICLE II                 DEFINITIONS............................................................................2

ARTICLE III                REQUIREMENTS FOR ELIGIBILITY AND PARTICIPATION........................................16
         3.01     Eligibility....................................................................................16
                  (1)      Service and Age.......................................................................16
                  (2)      Reemployment Prior to Break in Service................................................16
                  (3)      Reemployment After Break in Service...................................................16
                  (4)      Transfer to Non-Participating Affiliated Company Prior to
                           Completion of Eligibility Requirements................................................16
                  (5)      Transfer to Non-Participating Affiliated Company After Completion
                           of Eligibility Requirements...........................................................16
         3.02     Employment with a Predecessor Employer.........................................................17
         3.03     Eligibility Year of Service....................................................................17
         3.04     Participation Upon Reemployment................................................................17
         3.05     Change in Status of Eligible Associate.........................................................17
         3.06     Participation in the Plan......................................................................18

ARTICLE IV                 CONTRIBUTIONS.........................................................................18
         4.01     Company Contributions..........................................................................18
         4.02     Date of Payment and Allocation of Company Contributions........................................18
         4.03     Associate Contributions........................................................................18
         4.04     Special Provisions for Participants Who Enter the Armed Forces.................................18

ARTICLE V                  ALLOCATION TO PARTICIPANTS' ACCOUNTS..................................................19
         5.01     Method of Allocating Company Contributions.....................................................19
         5.02     Suspense Account...............................................................................20
         5.03     Allocation to a Participant Who Ceases to be an Eligible Associate or Who is Transferred to a
                  Non-Participating Affiliated Company...........................................................20
         5.04     Allocation of Contributions and Qualifying Employer Securities Released
                  From Suspense Accounts - General...............................................................20
         5.05     Method of Allocating and Crediting Contributions and Qualifying Employer Securities Released
                  from Suspense Accounts.........................................................................21
         5.06     Limitation on Annual Additions.................................................................21
         5.07     Limitations on Annual Additions for Employers or Affiliated Companies Maintaining Other
                  Defined Contribution Plans.....................................................................22
         5.08     Limitations on Annual Additions for Employers or Affiliated Companies Maintaining Defined
                  Benefit Plans..................................................................................23
         5.09     Definitions for Purposes of Determining the Annual Addition Limitations........................23
         5.10     Dividend Pass-Through..........................................................................25
         5.11     Cessation of Eligible Associate Status.........................................................26
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ARTICLE VI                 ACCOUNTS AND VALUATION OF TRUST FUND..................................................26
         6.01     Participant's Accounts.........................................................................26
         6.02     Accounts of Participants Transferred to a Non-Participating Affiliated Company.................26
         6.03     Valuation of the Trust Fund and Account Statements.............................................26
         6.04     Periodic Determination of Participant's Accounts...............................................27
                  (1)      Allocations in General................................................................27
                  (2)      Determination of Net Earnings and Adjustments In Value of the
                           Trust Fund............................................................................27
                  (3)      Allocation of Net Earnings and Adjustments in Value of the Trust
                           Fund..................................................................................27
                  (4)      Allocation of Forfeitures.............................................................28
                  (5)      Computations..........................................................................28
         6.05     Correction of Participants' Accounts...........................................................28
         6.06     Investments....................................................................................28
                  (1)      Funding Policy........................................................................28
                  (2)      Investment of Cash....................................................................28
                  (3)      Reservation of Cash...................................................................28
         6.07     Voting of Company Stock........................................................................28
                  (1)      Voting of Stock - Registered Stock....................................................28
                  (2)      Voting of Company Stock - Non-Registered Stock........................................29

ARTICLE VII                RETIREMENT BENEFITS...................................................................30

ARTICLE VIII               DISABILITY BENEFITS...................................................................30
         8.01     Disability Retirement Benefits.................................................................30
         8.02     Determination of Disability....................................................................30

ARTICLE IX                 DEATH BENEFITS........................................................................30
         9.01     Death Benefits.................................................................................30
         9.02     Designation of Beneficiaries...................................................................31

ARTICLE X                  EMPLOYMENT TERMINATION BENEFITS.......................................................32
         10.01    Vesting Upon Termination of Employment.........................................................32
         10.02    Determination of Vesting Years of Service......................................................32
         10.03    Breaks in Service..............................................................................32
         10.04    Forfeiture - Qualifying Employer Securities....................................................33
         10.05    Forfeiture of Nonvested Amount.................................................................33
         10.06    Restoration of Forfeited Nonvested Amount......................................................34
         10.07    Reemployment of Participant with Partially Vested Company Contribution Account.................34

ARTICLE XI                 PAYMENT OF BENEFITS...................................................................35
         11.01    Methods of Payment of Benefits.................................................................35
         11.02    Form of Payment................................................................................36
         11.03    Securities Law Restrictions....................................................................36
         11.04    Time for Distribution of Benefits..............................................................37
         11.05    Limitations on Timing..........................................................................39
         11.06    Payments on Personal Receipt Except in Case of Legal Disability................................42
         11.07    Benefits Payable Pursuant to a Qualified Domestic Relations Order..............................42
         11.08    Restrictions on Transfer of Company Stock......................................................42
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                                       ii
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                  (1)      Federal Securities Laws...............................................................42
                  (2)      Other Restrictions....................................................................43
                  (3)      Legends...............................................................................43
                  (4)      Notices...............................................................................43
         11.09    Distribution Following Diversification Election................................................43
         11.10    Right to Require Repurchase of Shares of Company Stock.........................................44
         11.11    Further Contributions..........................................................................45
         11.12    Right of First Refusal.........................................................................45
         11.13    Execution of Documents.........................................................................47
         11.14    Distribution of More than One Class of Securities..............................................47
         11.15    Direct Rollovers to Eligible Retirement Plans..................................................47
         11.16    Diversification Requirements...................................................................48
                  (1)      Delivery of Diversification Distribution..............................................48
                  (2)      Delivery of Company Stock.............................................................48
                  (3)      No Effect on Other Distributions......................................................48
         11.17    Alternate Forms of Benefit.....................................................................48
         11.18    In-Service Withdrawals.........................................................................49
         11.19    Loans..........................................................................................49

ARTICLE XII                EXEMPT LOANS..........................................................................49
         12.01    Investment Committee Direction.................................................................49
         12.02    Limitations....................................................................................49
                  (1)      Primary Benefit Requirement...........................................................49
                  (2)      Net Effect of Exempt Loan.............................................................49
                  (3)      Arm's Length Standard.................................................................49
                  (4)      Use of Loan Proceeds..................................................................49
                  (5)      Puts, Calls, etc......................................................................49
                  (6)      Interest Rate.........................................................................49
                  (7)      Term..................................................................................49
         12.03    Liability and Collateral.......................................................................49
         12.04    Repayment of Exempt Loan.......................................................................50
         12.05    Default........................................................................................50
         12.06    Release of Collateral..........................................................................51
         12.07    Leveraged Employee Stock Ownership Plan........................................................51

ARTICLE XIII               INSURANCE CONTRACTS...................................................................52
         13.01    General Insurance Investment...................................................................52
         13.02    Insurance Company Not a Party to Agreement.....................................................52
         13.03    Insurance Company Not Responsible for Trustee's Action.........................................52
         13.04    Insurance Company Reliance on Trustee's Signature..............................................52
         13.05    Acquittance....................................................................................53
         13.06    Duties of Insurance Company....................................................................53

ARTICLE XIV                MISCELLANEOUS PROVISIONS RESPECTING PARTICIPANTS......................................53
         14.01    Participants to Furnish Required Information...................................................53
         14.02    Participants' Rights in Trust Fund.............................................................53
         14.03    Inalienability of Benefits.....................................................................54
                  (1)      Restrictions on Assignment............................................................54
                  (2)      Exception for Benefit Payable Pursuant to a Qualified Domestic Relations Order........54
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                                       iii
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                  (3)      Exception for Benefit Offset Pursuant to Code Section 401(a)(13)(C)...................55
         14.04    Conditions of Employment Not Affected by Plan..................................................55
         14.05    Address for Mailing of Benefits................................................................55
         14.06    Unclaimed Account Procedure....................................................................56

ARTICLE XV                 ADMINISTRATION OF THE PLAN............................................................56
         15.01    Appointment of Benefits Advisory Committee.....................................................56
         15.02    Compensated Expenses of the Benefits Advisory Committee........................................57
         15.03    Secretary and Agents of the Benefits Advisory Committee........................................57
         15.04    Actions of Benefits Advisory Committee.........................................................57
         15.05    Authority of Benefits Advisory Committee.......................................................58
         15.06    General Administrative Powers..................................................................58
         15.07    Plan Administrator.............................................................................58
         15.08    Duties of Administrative Personnel.............................................................58
         15.09    Designation of Named Fiduciaries and Allocation of Responsibility..............................59
         15.10    Action by Fiduciaries..........................................................................59
         15.11    Appointment of Professional Assistants and the Investment Manager..............................60
         15.12    Bond...........................................................................................60
         15.13    Indemnity......................................................................................60
         15.14    Payment of Expenses............................................................................60

ARTICLE XVI                INVESTMENT COMMITTEE..................................................................61
         16.01    Appointment of Investment Committee............................................................61
         16.02    Compensated Expenses of the Investment Committee...............................................61
         16.03    Secretary and Agents of the Investment Committee...............................................61
         16.04    Powers of the Investment Committee.............................................................61
         16.05    Manner of Action...............................................................................62
         16.06    Authorized Representative......................................................................62
         16.07    Funding Policy.................................................................................62
         16.08    Payment of Expenses............................................................................62

ARTICLE XVII               PARTICIPATION BY EMPLOYERS............................................................62
         17.01    Adoption of Plan by Affiliated Company.........................................................62
         17.02    Rights and Obligations of the Sponsoring Company and the Employers.............................63
         17.03    Withdrawal from Plan...........................................................................63
                  (1)      Notice of Withdrawal..................................................................63
                  (2)      Trustee Segregation of Trust Assets upon Withdrawal...................................63
                  (3)      Exclusive Benefit of Participants.....................................................63
                  (4)      Applicability of Withdrawal Provisions................................................63

ARTICLE XVIII              AMENDMENT OF THE PLAN.................................................................63
         18.01    Amendments by Sponsoring Company or Employer...................................................63
         18.02    Effect of Amendments on Trustee................................................................64
         18.03    Amendment to Vesting Schedule..................................................................64
         18.04    Protected Benefits.............................................................................64
         18.05    Amendment Necessary to Comply with Code or Federal Statute.....................................64
ARTICLE XIX                PERMANENCY OF THE PLAN................................................................65
         19.01    Right to Terminate Plan........................................................................65
         19.02    Merger or Consolidation of Plan and Trust......................................................65
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         19.03    Continuance by Successor Company...............................................................65

ARTICLE XX                 DISCONTINUANCE OF CONTRIBUTIONS AND TERMINATION.......................................65
         20.01    Suspension of Contributions....................................................................65
         20.02    Discontinuance of Contributions................................................................65
         20.03    Termination of Plan and Trust..................................................................66
         20.04    Participant's Rights to Benefits upon Termination or Partial Termination of Plan
                  or Complete Discontinuance of Contributions....................................................66

ARTICLE XXI                EXCLUSIVE BENEFIT OF THE PLAN.........................................................66
         21.01    Limitation on Reversions.......................................................................66
         21.02    Unallocated Amounts upon Termination of Plan and Trust.........................................66
         21.03    Mistake of Fact or Disallowance of Deduction...................................................67
         21.04    Failure of Qualification of Plan and Trust.....................................................67

ARTICLE XXII               TOP HEAVY PLAN RULES..................................................................67
         22.01    Definitions....................................................................................67
         22.02    Determination of Top Heaviness.................................................................69
         22.03    Minimum Requirements...........................................................................71
                  (1)      Vesting...............................................................................71
                  (2)      Required Minimum Allocation of Company Contributions..................................71
         22.04    Minimum Benefits for Employers or Affiliated Companies Maintaining
                  Defined Benefit Plans..........................................................................72
         22.05    Minimum Benefits for Employers or Affiliated Companies Maintaining
                  Defined Contribution Plans.....................................................................72
         22.06    Super Top Heavy Plans..........................................................................72

ARTICLE XXIII              MISCELLANEOUS.........................................................................73
         23.01    Effect of Bankruptcy and Other Contingencies Affecting an Employer.............................73
         23.02    Benefits Payable by Trust......................................................................73
         23.03    Withholding....................................................................................73
         23.04    Interpretation of the Plan and Trust...........................................................73
         23.05    Provisions Hereof for Sole Benefit of Parties Hereto and Participants..........................73
         23.06    Article and Section Headings...................................................................73
         23.07    Formal Action by Employer......................................................................73
         23.08    Applicable Law.................................................................................74

SCHEDULE A                 Service with Predecessor Employer.....................................................75
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                                        v
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                          HASTINGS ENTERTAINMENT, INC.
                        ASSOCIATES' STOCK OWNERSHIP PLAN


                                    ARTICLE I

                        PURPOSE AND AMENDMENT OF THE PLAN


1.01     Amendment of the Plan. Hastings Entertainment, Inc. (the "Sponsoring
         Company") previously adopted and established a plan intended to be a
         qualified stock bonus plan within the meaning of Section 401(a) of the
         Code and Treasury Regulation Section 1.401-1(b)(iii) and an employee
         stock ownership plan, within the meaning of Section 4975(e) of the Code
         and Treasury Regulation Section 54.4975-11(a) for the exclusive benefit
         of its Eligible Associates and their Beneficiaries, effective as of
         June 1, 1993. Subsequent thereto, the plan was amended from time to
         time. Effective as of February 1, 1997 (the "Effective Date"), except
         where otherwise specifically provided herein, the Sponsoring Company
         has by execution of this document, amended and restated the plan in its
         entirety, subject to the terms and conditions hereinafter set forth.
         The plan as hereby amended and restated shall be known as the "Hastings
         Entertainment, Inc. Associates' Stock Ownership Plan" (the "Plan").

         Except as otherwise provided herein, and subject to the following
         sentence, the provisions of the amended and restated Plan as contained
         herein are applicable to Associates and Participants who have died,
         retired, suffered Total and Permanent Disability or Termination of
         Employment on or after February 1, 1997, or who are reemployed by an
         Employer or Affiliated Company on or after February 1, 1997, and while
         they are still entitled to reinstatement of rights under the Plan.
         Except as otherwise provided herein, any Associate or Participant who
         died, retired, became disabled or terminated employment prior to
         February 1, 1997, shall receive any benefits to which he or she is
         entitled based upon the appropriate provisions of the Plan as in effect
         prior to February 1, 1997 under the First 1997 Prior Plan or under the
         Hastings Books Music & Video, Inc. Employee Stock Ownership Plan
         effective June 1, 1993 (the "1993 Prior Plan").

1.02     Purpose. The purpose of the Plan is to provide certain benefits for the
         Employers' Eligible Associates and their Beneficiaries. The Plan is
         designed to invest primarily in Qualifying Employer Securities, as
         defined herein.

         It is the intention of the Employers that the Plan as amended and
         restated herein shall continue to meet all of the requirements
         necessary or appropriate to qualify it as a profit-sharing plan under
         Code Sections 401(a) and that the Trust made a part hereof shall
         continue to be exempt from tax under Code Section 501(a) and all
         provisions hereof shall be interpreted accordingly. This Plan is
         intended to be an employee stock ownership plan within the meaning of
         Section 4975(e)(7) of the Code. The benefits provided by the Plan will
         be paid from the Trust and will be in addition to the benefits Eligible
         Associates are entitled to receive under any other programs of the
         Employers and from the federal Social Security Act.

1.03     Trust Agreement. In furtherance of this Plan, the Employers have
         amended and restated their previously executed trust agreement by
         entering into the Trust Agreement effective as of __________ ___,
         200__, which is made a part hereof, for the purpose of maintaining the
         Trust to fund the benefits of this Plan as hereinafter set forth.


                                        1
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                                   ARTICLE II

                                   DEFINITIONS

As used in the Plan:

2.01     "Account" or "Accounts" shall mean all or any of the Company
         Contribution Account, the Employment Termination Account, the QDRO
         Account, and any other account maintained by the Benefits Advisory
         Committee under Article IV or any other Section of the Plan to record a
         Participant's interest (or the undistributed interest of a Beneficiary
         or Alternate Payee) in the Trust Fund to the extent any one or more of
         such accounts have been created for a Participant, Beneficiary or
         Alternate Payee.

2.02     "Affiliated Company" shall mean any of the following which, unless the
         context otherwise requires, itself is not an Employer: (1) a member of
         a controlled group of corporations of which the Sponsoring Company is a
         member as defined in Code Section 414(b), (2) any trade or business
         (whether or not incorporated) which is under common control with the
         Sponsoring Company as determined in accordance with Code Section 414(c)
         and regulations issued thereunder, (3) a member of an "affiliated
         service group" (whether or not incorporated) as determined in
         accordance with Code Section 414(m) and regulations issued thereunder,
         of which the Sponsoring Company is a member, or (iv) any other entity
         which is required to be aggregated with the Sponsoring Company in
         accordance with Code Section 414(o) and the regulations issued
         thereunder. "Affiliated Company" as defined in clauses (i) and (ii)
         shall be modified as required by Code Section 415(h) when used in
         Sections 5.06, 5.07 and 5.08 hereof with respect to limitations on
         Annual Additions.

2.03     "Alternate Payee" shall mean an individual or trust entitled to
         benefits under the Plan pursuant to a Qualified Domestic Relations
         Order.

2.04     "Associate" shall mean any person who is employed by one or more
         Employers, is on an Employer's payroll, and whose wages are subject to
         FICA withholding, but shall exclude any person classified in the
         Employer's records as an independent contractor, even if such person is
         subsequently determined to be a person whose wages are subject to FICA
         withholding. Associate also includes any person who is not employed by
         an Employer but is performing services for an Employer pursuant to an
         agreement between such Employer or an Affiliated Company and a leasing
         organization and who is a "leased employee" as that term is defined in
         Code Section 414(n). A "leased employee" shall not be an Associate,
         however, if (1) such person is covered by a money purchase pension plan
         qualified under Code Section 401(a) providing (a) a nonintegrated
         employer contribution rate of at least ten percent (10%) of Limitation
         Year Compensation as defined in Subsection 5.09(7) hereof, but
         including amounts contributed pursuant to a salary reduction agreement
         which are excludible from such person's gross income under Code
         Sections 125, 402(e)(3), 402(h) or 403(b), (b) immediate participation,
         and (c) full and immediate vesting, and (2) "leased employees" do not
         constitute more than twenty percent (20%) of the Employer's or
         Affiliated Company's workforce who are Non-Highly Compensated
         Employees.

2.05     "Beneficiary" shall mean any person or entity entitled to receive
         benefits which are payable upon or after a Participant's death pursuant
         to Article IX hereof.

2.06     "Benefits Advisory Committee" shall mean the Benefits Advisory
         Committee provided for in Section 15.01 hereof.


                                        2
<PAGE>

2.07     "Board" shall mean the Board of Directors of the Sponsoring Company, as
         from time to time constituted, or such other person or group of persons
         referred to in Section 22.07 hereof in case of a Sponsoring Company
         which is not a corporation.

2.08     "Code" shall mean the Internal Revenue Code of 1986, as amended from
         time to time. References to any section of the Internal Revenue Code
         shall include any successor provision thereto.

2.09     "Committees" shall mean, collectively, the Benefits Advisory Committee
         and the Investment Committee as from time to time constituted.

2.10     "Company" shall mean Hastings Entertainment, Inc. or any successor
         thereto which shall adopt this Plan.

2.11     "Company Contribution Account" shall mean the separate account
         maintained for each Participant reflecting Company Contributions and
         Forfeitures, if any, allocated to such Participant, as adjusted in
         accordance with the provisions of Article VI hereof.

2.12     "Company Stock" shall mean shares of any class of capital common stock,
         which are Qualifying Employer Securities issued by Hastings
         Entertainment, Inc., a Texas corporation.

2.13     "Compensation" shall mean:

         (1)      the aggregate of all of the following for the Plan Year:

                  (a)      The Associate's wages, salaries, fees for
                           professional services and other amounts received
                           (without regard to whether or not an amount is paid
                           in cash) for personal services actually rendered in
                           the course of employment with all Employers and
                           Affiliated Companies to the extent the amounts are
                           includable in gross income (including, but not
                           limited to, commissions paid salesmen, compensation
                           for services on the basis of a percentage of profits,
                           commissions on insurance premiums, tips and bonuses,
                           fringe benefits, reimbursements, and expense
                           allowances) as more fully described in Code Section
                           415(c)(3) and the regulations thereunder, which are
                           actually paid or made available to an Associate who
                           is not a Self-Employed Individual;

                  (b)      In the case of any Self-Employed Individual,
                           "Compensation" shall mean the individual's Earned
                           Income for such Plan Year;

                  (c)      Amounts described in Code Sections 104(a)(3), 105(a)
                           and 105(h) but only to the extent that these amounts
                           are includable in the gross income of the Associate;

                  (d)      Amounts paid or reimbursed by the Employer for moving
                           expenses incurred by an Associate, but only to the
                           extent that at the time of the payment it is
                           reasonable to believe that these amounts are not
                           deductible by the Associate under Code Section 217;

                  (e)      The value of a non-qualified stock option granted to
                           an Associate by the Employer, but only to the extent
                           that the value of the option is includable in the
                           gross income of the Associate for the taxable year in
                           which granted; and


                                        3
<PAGE>

                  (f)      The amount includable in the gross income of an
                           Associate upon making the election described in Code
                           Section 83(b).

         (2)      Compensation shall not include the following:

                  (a)      Contributions to a plan of deferred compensation to
                           the extent that, before the application of the
                           limitations of Code Section 415 to the Plan, the
                           contributions are not included in the gross income of
                           the Associate for the taxable year in which
                           contributed, or contributions under a simplified
                           employee pension plan to the extent the contributions
                           are deductible by the Associate, and any
                           distributions from a plan of deferred compensation
                           other than an unfunded nonqualified plan of deferred
                           compensation;

                  (b)      Amounts realized from the exercise of a non-qualified
                           stock option, or amounts realized under Code Section
                           83 with respect to restricted property held by an
                           Associate that becomes freely transferable or is no
                           longer subject to a substantial risk of forfeiture
                           (pursuant to Code section 83 and the regulations and
                           rulings thereunder);

                  (c)      Any distributions from a plan of deferred
                           compensation are not considered as Compensation,
                           regardless of whether such amounts are includable in
                           the gross income of the Participant when distributed.
                           However, any amounts received by a Participant
                           pursuant to an unfunded nonqualified plan shall be
                           considered as Compensation in the year such amounts
                           are includable in the gross income of the
                           Participant;

                  (d)      Amounts realized from the sale, exchange or other
                           disposition of stock acquired under an incentive
                           stock option within the meaning of Code Section 422;

                  (e)      Other amounts that receive special tax benefits
                           within the meaning of Treasury Regulation Section
                           1.415-2(d)(3), such as premiums for group term life
                           insurance (but only to the extent that premiums are
                           not includable in the gross income of the Associate),
                           or contributions made by the Employer (whether or not
                           under a salary reduction agreement) towards the
                           purchase of an annuity contract covered by Code
                           Section 403(b) (whether or not the contributions are
                           excludible from the gross income of the Associate).

         In the event an Associate begins, resumes or ceases to be a Participant
         during a Plan Year, the amount of the Associate's Compensation that
         shall be taken into account shall not include any "Compensation" paid
         for any period prior to the Entry Date on which an Associate first
         becomes a Participant hereunder, or the date on which an Associate
         resumes active participation hereunder, or after the date that an
         Associate ceases to be an active Participant hereunder.

         Notwithstanding the foregoing, Compensation shall include the amount of
         an Associate's elective salary deferral under an Employer's cafeteria
         plan established pursuant to Code Section 125 or any other Employer
         plan established pursuant to Code Section 401(k).


                                        4
<PAGE>

         Effective for Plan Years beginning on or after January 1, 2001,
         Compensation shall also include amounts that are not includable in the
         gross income of the Associate by reason of Code Section 132(f)(4) as
         qualified transportation fringe.

         Compensation shall not include any Compensation in excess of One
         Hundred Fifty Thousand Dollars ($150,000) or such larger amount as
         results from the adjustment provided for in Code Section 401(a)(17)(B).

         Notwithstanding any of the foregoing, for purposes of Section 5.04,
         Allocation of Contributions and Qualifying Employer Securities Released
         From Suspense Accounts - General, Compensation includes only base pay
         and excludes commissions, bonuses, moving expenses, health club dues,
         executive medical reimbursement and other similar perquisites; however,
         Compensation for such Section will include the amount of an Associate's
         elective salary deferral under an Employer's cafeteria plan established
         pursuant to Code Section 125 or any other Employer plan established
         pursuant to Code Section 401(k).

2.14     "Date of Employment" or "Date of Reemployment" shall mean the day on
         which an Associate first commences employment or reemployment following
         Termination of Employment, retirement after attaining his Retirement
         Date or Early Retirement Date or recovery from Total and Permanent
         Disability, as the case may be, with an Employer or an Affiliated
         Company by performing an Hour of Service. All references to Date of
         Employment or Date of Reemployment shall include periods of
         self-employment for a Self-Employed Individual.

2.15     "Diversification Election Period" shall mean the six (6) Plan Year
         period beginning with the first Plan Year in which the Participant
         first became a Qualified Participant for all Participants entering the
         Plan after December 31, 1986, and for all others the later of the first
         Plan Year beginning after December 31, 1986, or the first Plan Year in
         which the individual became a Qualified Participant.

2.16     "Earned Income" shall mean with respect to a Self-Employed Individual,
         the net earnings from self-employment in the trade or business with
         respect to which the Plan is established, for which the personal
         services of the individual are a material income-producing factor. Net
         earnings will be determined without regard to items not included in
         gross income and the deductions allocable to such items as provided for
         in Code Section 401(c)(2)(A). Net earnings are reduced by contributions
         by the taxpayer to a qualified plan to the extent deductible under Code
         Section 404. Additionally, for taxable years beginning after December
         31, 1989, net earnings shall be determined with regard to the deduction
         allowed to the taxpayer by Code Section 164(f).

2.17     "Eligible Associate" shall mean any Associate except the following
         individuals: (1) any Associate who is included in a unit of employees
         covered by an agreement that the Secretary of Labor finds to be a
         collective bargaining agreement between employee representatives
         (within the meaning of Code Section 7701(a)(46)) and one (1) or more
         Employers if retirement benefits were the subject of good faith
         bargaining between such parties, unless the collective bargaining
         agreement expressly provided for the inclusion of such employees as
         Eligible Associates under this Plan, (2) a nonresident alien who
         receives no earned income within the meaning of Code Section 911(b),
         and (3) any Associate who is a "leased employee" as defined in Section
         2.04 hereof.

2.18     "Employer" shall mean the Sponsoring Company or any Affiliated Company
         which adopts the Plan pursuant to Article XVI hereof.


                                        5
<PAGE>

2.19     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as amended from time to time. References to any Section of ERISA shall
         include any successor provision thereto.

2.20     "Exempt Loan" shall mean any direct or indirect loan made to the Trust
         by a "Disqualified Person" (as defined in Section 4975(e)(2) of the
         Code) or a "Party in Interest" (as defined in Section 3(14) of ERISA),
         or any loan to the Trust the repayment of which is guaranteed by a
         Disqualified Person or Party in Interest. The term "Exempt Loan"
         includes, but is not limited to, a direct lending of cash, a
         purchase-money transaction and an assumption of Trust obligations.

2.21     "Fiscal Year" shall mean the fiscal year of an Employer. The Fiscal
         Year of the Sponsoring Company ends on January 31.

2.22     "Highly Compensated Employee" shall mean any Associate of an Employer
         or Affiliated Company who is a highly compensated employee as defined
         in Code Section 414(q) and the regulations thereunder. Generally, any
         such Associate is considered a Highly Compensated Employee if such
         Associate:

         (1)      was at any time during the current Plan Year or the prior Plan
                  Year, a "five percent owner," as defined in Code Section
                  416(i)(1), with respect to an Employer; or

         (2)      received Limitation Year Compensation from the Employer in
                  excess of Eighty Thousand Dollars ($80,000) (as adjusted by
                  the Secretary of Treasury pursuant to Code Section 414(q)(1))
                  during the prior Plan Year, and, if the Employer elects the
                  application of this clause for the prior Plan Year, was in the
                  top-paid group of Associates during the prior Plan Year.

                  An Associate is in the top-paid group of Associates for any
                  Plan Year if such Associate is in the group consisting of the
                  top twenty percent (20%) of the Associates when ranked on the
                  basis of Limitation Year Compensation paid during the Plan
                  Year. For purposes of determining the number of Associates in
                  the top-paid group, there shall not be included Associates who
                  have not completed six (6) months of service, normally work
                  less than seventeen and one-half (17-1/2) hours per week,
                  normally work during six (6) or less months per year, have not
                  attained the age of twenty-one (21), are nonresident aliens
                  with no earned income (within the meaning of Code Section
                  911(d)(2)) from the Employer constituting United States source
                  income (within the meaning of Code Section 861(a)(3)), or are
                  included in a unit of employees covered by a collective
                  bargaining agreement (except to the extent provided in
                  regulations);

         For purposes of this Section, "Limitation Year Compensation" shall have
         the same meaning as set forth in Subsection 5.09(7) hereof, subject to
         the following: (a) the determination of "Limitation Year Compensation"
         shall include amounts deferred pursuant to Code Sections 125, 401(k),
         408(k)(6) and 403(b) which are otherwise excluded under Subsection
         5.09(7) for Plan Years beginning prior to January 1, 1998, and (b)
         Limitation Year Compensation shall include compensation paid by any
         employer required to be aggregated with an Employer under Code Section
         414(b), (c), (m) or (o).

         A Former Associate who is a Participant shall be treated as a Highly
         Compensated Employee if such Former Associate was a Highly Compensated
         Employee when he separated from service with the Employer or was a
         Highly Compensated Employee at any time after attaining age fifty-five
         (55). "Former Associate" shall mean a person who has been an Associate,
         but who ceased to be an Associate for any reason and later returned to
         employment with an Employer.


                                        6
<PAGE>

2.23     "Hour of Service" shall have the meaning respectively indicated below:

         (1)      Performance of Duties. Each hour for which an Associate is
                  directly or indirectly paid, or entitled to payment by an
                  Employer or an Affiliated Company for the performance of
                  duties shall be an Hour of Service. Each such Hour of Service
                  shall be credited to the Employment Period (as defined in
                  Section 3.03 hereof) or the Plan Year, as the case may be, in
                  which the duties were performed. For purposes of this Section
                  2.23, the applicable Employment Period or Plan Year, as the
                  case may be, as the context requires, shall be referred to as
                  the "Computation Period."

         (2)      Back Pay. Each hour for which back pay (irrespective of
                  mitigation of damages) has been either awarded or agreed to by
                  an Employer or an Affiliated Company shall be an Hour of
                  Service. Each such Hour of Service shall be credited to the
                  Computation Period to which the agreement or award for back
                  pay pertains, rather than to the Computation Period in which
                  the award, agreement or payment is made. If back pay is either
                  awarded or agreed to for a period of time during which no
                  duties are performed, the provisions of Subsections 2.23(3)
                  (a) through (c) hereof shall apply to the calculation and
                  crediting of Hours of Service for such period of time.

         (3)      Non-Working Time. Each hour for which an Associate is directly
                  or indirectly paid, or entitled to payment, by an Employer or
                  an Affiliated Company for reasons other than the performance
                  of duties (irrespective of whether the employment relationship
                  with such Employer or Affiliated Company has terminated) (such
                  as vacations, holidays, illness, incapacity, disability,
                  layoff, jury duty, military duty, compensated Leave of Absence
                  or similar periods) shall be an Hour of Service. Each such
                  Hour of Service shall be calculated and credited on the
                  following basis:

                  (a)      Units of Time. If payments for reasons other than the
                           performance of duties are calculated on the basis of
                           units of time, such as hours, days, weeks or months,
                           the number of Hours of Service to be credited shall
                           be the number of regularly scheduled working hours
                           included in the units of time on the basis of which
                           the payments are calculated. In the case of an
                           Associate without a regular work schedule, such
                           Associate shall be credited with Hours of Service on
                           the basis of the equivalency schedule set forth in
                           Subsection 2.23(7) below. Each such Hour of Service
                           shall be credited to the Computation Period in which
                           the period during which no duties are performed
                           occurs, beginning with the first unit of time to
                           which the payment relates.

                  (b)      No Units of Time. If payments for reasons other than
                           the performance of duties are not calculated on the
                           basis of units of time (such as lump sum disability
                           payments for an injury), the number of Hours of
                           Service to be credited shall be equal to the amount
                           of the payment divided by the Associate's most recent
                           hourly rate of Compensation before the period during
                           which no duties are performed.

                           (i)      In the case of an Associate whose
                                    Compensation is determined on the basis of a
                                    fixed rate for specified periods of time
                                    (other than hours), such as days, weeks or
                                    months, such Associate's hourly rate of
                                    Compensation shall be such Associate's most
                                    recent rate of Compensation for a specified
                                    period of time (other than hours), divided
                                    by the number of hours regularly scheduled
                                    for the performance of duties during such
                                    period. In the case of an Associate


                                        7
<PAGE>
                                    without a regular work schedule, such
                                    Associate's rate of Compensation shall be
                                    calculated on the basis of the schedule of
                                    equivalent hours set forth in Subsection
                                    2.23(7) below.

                           (ii)     In the case of an Associate whose
                                    Compensation is not determined on the basis
                                    of an hourly rate or on the basis of a fixed
                                    rate for specified periods of time, such
                                    Associate's hourly rate of Compensation
                                    shall be the lowest hourly wage paid to
                                    employees in the same job classification as
                                    that of such Associate or, if no employees
                                    in the same classification have an hourly
                                    rate of Compensation, the minimum wage as
                                    established from time to time under Section
                                    6(a)(1) of the Fair Labor Standards Act of
                                    1938, as amended.

                           (iii)    Each such Hour of Service shall be credited
                                    to the Computation Period in which the
                                    period during which no duties are performed
                                    occurs, except that if such period extends
                                    beyond one of such Computation Periods such
                                    Hours of Service shall be allocated by the
                                    Benefits Advisory Committee, in its sole
                                    discretion, between not more than the first
                                    two (2) of such Computation Periods on a
                                    reasonable basis which is consistently
                                    applied with respect to all Associates
                                    within the same job classification,
                                    reasonably defined.

                  (c)      Exclusions.  Notwithstanding the foregoing:

                           (i)      An Associate shall not be credited on
                                    account of a period during which no duties
                                    are performed with a number of Hours of
                                    Service which is greater than the number of
                                    hours regularly scheduled for the
                                    performance of duties during such period.

                           (ii)     In no event shall the number of Hours of
                                    Service attributable to a single continuous
                                    period (whether or not such period involves
                                    more than one Computation Period) for which
                                    no duties are performed exceed five hundred
                                    one (501) Hours of Service.

                           (iii)    Hours of Service shall not be credited to a
                                    period for which payments are made to an
                                    Associate where those payments solely
                                    reimburse such Associate for medical or
                                    medically related expenses incurred by such
                                    Associate.

                           (iv)     Hours of Service shall not be credited for a
                                    period to which payments pertain if such
                                    payments are made or due under a plan
                                    maintained solely for the purpose of
                                    complying with applicable workers'
                                    compensation, unemployment compensation or
                                    disability insurance laws.

         (4)      No Duplication of Credit. An Associate shall not be credited
                  with the same Hours of Service under both (a) Subsection
                  2.23(1) or 2.23(3), as the case may be, and (b) Subsection
                  2.23(2).

         (5)      Overlapping Payroll Period. In the case of Hours of Service to
                  be credited to an Associate for a period of no more than
                  thirty-one (31) days which overlap two (2) Computation
                  Periods, all such Hours of Service shall be credited to either
                  the first or the second of such Computation Periods as the
                  Benefits Advisory Committee, in its sole discretion, may
                  determine on a consistent basis with respect to all Associates
                  within the same job classification, reasonably defined.


                                        8
<PAGE>

         (6)      Uncompensated Leaves of Absence. Solely for purposes of
                  determining whether an Associate has a One-Year Break in
                  Service, Hour of Service shall include each hour (credited on
                  the basis of the schedule of equivalent hours set forth in
                  Subsection 2.23(7) below if any, or if not, on the basis of
                  eight (8) Hours of Service for each workday of such Leave of
                  Absence) for which an Associate is not paid but is on a Leave
                  of Absence.

         (7)      Determination of Hours of Service to be Credited to
                  Associates. The determination of the Hours of Service which
                  must be credited to an Associate in accordance with the
                  provisions of this Section 2.23 shall be made from records
                  maintained by an Employer or an Affiliated Company which
                  currently reflect the actual number of Hours of Service
                  required to be credited under this Section 2.23.

         (8)      Service with Predecessor Employer. Notwithstanding anything in
                  this Plan to the contrary, if an Associate becomes an
                  Associate of an Employer or Affiliated Company by reason of a
                  stock or asset acquisition of another company by such Employer
                  or Affiliated Company, such Associate's Hours of Service with
                  the acquired company will be taken into account as indicated
                  on Schedule A attached hereto.

2.24     "Investment Committee" shall mean the Plan Investment Committee
         appointed to direct Plan investments pursuant to Section 16.01.

2.25     "Investment Manager" shall mean any fiduciary other than the trustee or
         a Named Fiduciary that: (1) is either (a) registered as an investment
         adviser under the Investment Advisers Act of 1940, or (b) a bank (as
         defined in the Investment Advisers Act of 1940), or (c) an insurance
         company qualified to manage, acquire or dispose of Plan assets under
         the laws of more than one state, (2) acknowledges in writing that it is
         a fiduciary with respect to the Plan, and (3) is granted the power to
         manage, acquire or dispose of any asset of the Plan pursuant to Section
         15.11 hereof.

2.26     "Leave of Absence" shall mean an absence from the active employment of
         an Employer by reason of an approved absence granted by such Employer
         on the basis of a uniform policy applied by such Employer without
         discrimination.

2.27     "Non-Highly Compensated Employee" shall mean each Associate Participant
         who is not a Highly Compensated Employee.

2.28     "One-Year Break in Service" shall mean, for purposes of eligibility to
         participate, the Employment Period during which an Associate has five
         hundred (500) or fewer Hours of Service and, for purposes of vesting, a
         Plan Year during which an Associate has five hundred (500) or fewer
         Hours of Service.

         Notwithstanding any other provision of this Section 2.27 to the
         contrary, solely for purposes of determining whether an Associate has a
         One-Year Break in Service, Hours of Service shall include hours during
         which an Associate is first absent from work for any period solely for
         one of the following reasons: (1) by reason of (a) the Associate's
         pregnancy, (b) the birth of the Associate's child, (c) the placement of
         a child with the Associate in connection with the adoption of such
         child by the Associate, or (2) for the purpose of caring for such child
         for a period beginning immediately following such birth or placement.
         Hours of Service shall be credited for purposes of this Subsection to
         the Plan Year in which such absence from work begins, provided
         crediting of such Hours of Service in such Plan Year would prevent the
         Participant from incurring a One-Year Break in Service in such Plan
         Year solely because of the crediting of hours in such Plan Year. In any
         other case, Hours of


                                        9
<PAGE>
         Service shall be credited for purposes of this Subsection to the
         immediately following Plan Year. The Hours of Service credited for
         purposes of this Subsection shall be those hours which otherwise
         normally would have been credited but for such absence, or, in any case
         in which the Benefits Advisory Committee is unable to determine the
         hours normally credited, Hours of Service shall be calculated on the
         basis of the schedule of equivalent hours set forth in Subsection
         2.23(7), if any, or if not, on the basis of eight (8) Hours of Service
         for each workday of such absence. The total number of Hours of Service
         required to be credited for any absence described in this Subsection
         shall not exceed five hundred one (501). Notwithstanding the foregoing
         provisions of this Section, no Hours of Service credit shall be given
         pursuant to this Subsection unless the Associate furnishes the Benefits
         Advisory Committee with such information as the Benefits Advisory
         Committee shall require to establish: (1) that the absence from work
         was solely for the reasons referred to herein, and (2) the number of
         days for which there was such an absence.

2.29     "Participant" shall mean an Eligible Associate who participates in the
         Plan as provided in Article III hereof or a former Associate who has a
         vested interest in the Plan. "Former Participant" shall mean an
         individual who was previously a Participant in the Plan but who no
         longer has any vested interest in the Plan.

2.30     "Plan" shall mean the Hastings Entertainment, Inc. Associates' Stock
         Ownership Plan as set forth in this document, and as hereafter amended.

2.31     "Plan Year" shall mean the twelve (12) consecutive month period ending
         on January 31.

         If any Plan Year consists of less than twelve (12) consecutive months
         (hereinafter referred to as the "Short Plan Year"), the following rules
         shall apply:

         (1)      Where Hours of Service are relevant to the allocation of
                  Company Contributions, a Participant receives credit for the
                  requisite number of hours required for purposes of receiving
                  an allocation of Company Contributions if the Participant
                  receives credit for the Applicable Hours during the Short Plan
                  Year. For purposes of this paragraph, "Applicable Hours" shall
                  mean the product of (a) the requisite number of required hours
                  times (b) a fraction whose numerator is the number of complete
                  months in the Short Plan Year and whose denominator is twelve
                  (12).

         (2)      Where hours of service and years of service are relevant for
                  eligibility or vesting purposes under this Plan, an Associate
                  shall receive credit for one (1) Eligibility Year of Service
                  or Vesting Year of Service, as appropriate, for the Short Plan
                  Year, if the Associate completes one thousand (1,000) Hours of
                  Service in the twelve (12) consecutive-month period beginning
                  on the first day of the Short Plan Year (the "Short Year
                  Computation Period") and shall receive credit for another
                  Eligibility Year of Service or Vesting Year of Service, as
                  appropriate, for the Plan Year in which such Short Year
                  Computation Period ends (the "Succeeding Computation Period")
                  if the Associate completes one thousand (1,000) Hours of
                  Service in the Succeeding Computation Period. Hours of Service
                  completed during the period between the end of the Short Plan
                  Year and the end of the Short Year Computation Period shall be
                  credited to both the Short Year Computation Period and to the
                  Succeeding Computation Period.

2.32     "Publicly Traded" shall mean with respect to Company Stock, such a
         security that is listed on a national securities exchange registered
         under Section 6 of the Securities and Exchange Act of 1934


                                       10
<PAGE>
         (the "Securities Exchange Act") or that is quoted on a system sponsored
         by a national securities association registered under Section 15A(b) of
         the Securities Exchange Act.

2.33     "QDRO Account" shall mean that part of any other Account which has been
         isolated from such Account for the benefit of an Alternate Payee
         pursuant to a Qualified Domestic Relations Order.

2.34     "Qualified Contributions" shall mean contributions of Company Stock to
         a Participant's Employer Contribution Account under the Plan after
         December 31, 1986, and any dividends in the form of Company Stock or in
         cash or other property that is used to acquire Company Stock after such
         date that have been transferred to the Participant's Account. Unless
         the employer separately accounted for each Participant's Qualified
         Contributions under the Plan, Qualified Contributions shall be traced
         to each Participant's Account by treating allocations made under the
         Plan after December 31, 1986, as consisting first of Qualified
         Contributions and, secondly, of contributions that are not Qualified
         Contributions.

2.35     "Qualified Domestic Relations Order" shall mean a judgment, order or
         decree which:

         (1)      Relates to the provision of child support, alimony payments,
                  or marital property rights to a spouse, former spouse, child,
                  or other dependent of a Participant; and

         (2)      Is made pursuant to a state domestic relations law (including
                  a community property law); and

         (3)      Creates or recognizes the existence of an Alternate Payee's
                  right to, or assigns to an Alternate Payee the right to,
                  receive all or a portion of the benefits payable with respect
                  to a Participant under the Plan; and

         (4)      Is determined by the Plan Administrator to meet all applicable
                  requirements pursuant to the procedure established by the
                  Benefits Advisory Committee for determining whether an order
                  is a Qualified Domestic Relations Order pursuant to Code
                  Section 414(p).

2.36     "Qualifying Employer Security" shall mean, except as provided in
         Section 12.07, a Company Stock which is (1) stock or otherwise an
         equity security, or (2) a bond, debenture, note or certificate or other
         evidence of indebtedness described in paragraphs (1), (2) and (3) of
         Section 503(3) of the Code.

2.37     "Qualified Participant" shall mean a Participant who has completed at
         least ten (10) years of participation in the Plan and has attained
         fifty-five (55) years of age. In addition, such Participant's Account
         which is derived from Qualified Contributions must have a fair market
         value (as determined by the provisions of the Plan) in excess of five
         hundred dollars ($500).

         For purposes of determining whether the Participant's Account which is
         derived from Qualified Contributions exceeds five hundred dollars
         ($500), all contributions shall be counted that meet the requirements
         of a Qualified Contribution that are made on behalf of the Qualified
         Participant to any other plan maintained by an Employer that is within
         the same controlled group of corporations (within the meaning of Code
         Section 414(b), (c), (m), or (o)) as the Company.

2.38     "Required Beginning Date" shall mean, for Plan Years beginning after
         December 31, 1996, April 1 of the calendar year following the later of:
         (1) the calendar year in which the Participant attains age seventy and
         one-half (70-1/2), or (2) the calendar year in which the Participant
         retires. Notwithstanding the preceding sentence, for a Participant who
         is a five percent (5%) owner within the meaning of Code Section 416(i)
         at any time during the calendar year in which such individual attains


                                       11
<PAGE>

         age seventy and one-half (70-1/2), "Required Beginning Date" shall mean
         April 1 of the calendar year following the calendar year in which the
         Participant attains age seventy and one-half (70-1/2).

2.39     "Retirement Date" shall mean the date on which occurs the sixty-fifth
         (65th) birthday of a Participant. "Early Retirement Date" shall mean
         the first day of the Plan Year coincident with or following the date on
         which occurs the later of: (1) the date on which occurs the fifty-fifth
         (55th) birthday of a Participant, and (2) the Participant's completion
         of ten (10) Vesting Years of Service.

2.40     "Self-Employed Individual" shall mean an individual who has Earned
         Income for the taxable year from a trade or business which has
         established the Plan, and, also, an individual who would have had
         Earned Income but for the fact that the trade or business had no net
         profits for the taxable year.

2.41     "Sponsoring Company" shall mean Hastings Entertainment, Inc., and any
         successor thereto that continues to maintain the Plan.

2.42     "Suspense Account" shall mean the record maintained by the Benefits
         Advisory Committee pursuant to Section 5.04 of shares of Company Stock
         which have been acquired by the Trustee with an Exempt Loan and which
         have not been allocated to the Accounts of Participants.

2.43     "Termination of Employment" shall mean the termination of employment
         with all Employers and all Affiliated Companies, whether voluntarily or
         involuntarily, other than by reason of a Participant's retirement after
         attaining his Retirement Date or Early Retirement Date or after
         sustaining Total and Permanent Disability, or death.

         A Leave of Absence will not constitute a Termination of Employment
         provided the Associate returns to the active employment of the Employer
         at or prior to the expiration of his leave, or if not specified
         therein, within the period of time which accords with such Employer's
         policy with respect to permitted absences. If the Associate does not
         return to the active employment of such Employer at or prior to the
         expiration of his Leave of Absence, his employment will be considered
         terminated as of the date on which his leave began. Notwithstanding the
         above, any termination of employment must also qualify as a "separation
         from service" as required in Code Section 409(d)(1) and the regulations
         and rulings interpreting such Section before any distribution is made
         to a Participant under this Plan.

         Notwithstanding the foregoing provisions of this Section, absence from
         the active Service of the Employer because of military Service will be
         considered a Leave of Absence granted by an Employer and will not
         terminate the employment of an Associate if he returns to the active
         employment of an Employer within the period of time during which he has
         reemployment rights under any applicable federal law or within sixty
         (60) days from and after discharge or separation from such military
         Service if no federal law is applicable. However, no provision of this
         Section or of the remainder of the Plan shall require reemployment of
         any Associate whose active Service with an Employer was terminated by
         reason of military Service.

         All references to Termination of Employment for a Self-Employed
         Individual shall include termination of self-employment with all
         Employers and Affiliated Companies.

2.44     "Total and Permanent Disability" shall mean a physical or mental
         condition of a Participant resulting from bodily injury, disease, or
         mental disorder which constitutes total disability under the federal
         Social Security Act, and for which the Participant has submitted
         evidence that he has actually been approved for Social Security
         disability benefits.


                                       12
<PAGE>

2.45     "Trust" shall mean the legal entity resulting from the Trust Agreement
         between the Sponsoring Company and the Trustee who receives the
         contributions under the Plan, and holds, invests, and disburses funds
         to or for the benefit of Participants and their Beneficiaries.

2.46     "Trust Agreement" shall mean the instrument establishing the Trust, as
         amended from time to time.

2.47     "Trust Fund" shall mean all assets of whatsoever kind or nature from
         time to time held by the Trustee pursuant to the Trust Agreement
         without distinction as to income and principal.

2.48     "Trustee" shall mean the party or parties, individual or corporate,
         named in the Trust Agreement and any duly appointed additional or
         successor Trustee or Trustees acting thereunder.

2.49     "Valuation Date" shall mean each business day of the Plan Year on which
         the New York Stock Exchange is open for business, and also the last day
         of the Plan Year, if not such a business day. In the event that any
         "Y2K" computer programming incompatibilities or issues arise which
         prevent valuations from occurring on each business day, the Valuation
         Date shall be the last day of each quarter of the Plan Year until such
         programming incompatibilities or issues are resolved.

2.50     "Vesting Year of Service" shall mean a Plan Year, beginning with the
         Plan Year in which the Associate commenced employment or reemployment
         with an Employer or any Affiliated Company, during which a Participant
         has completed one thousand (1,000) or more Hours of Service with an
         Employer or Affiliated Company, subject to the provisions of Section
         3.03 hereof.

2.51     Whenever a noun, or a pronoun in lieu thereof, is used in this Plan in
         plural form and there be only one person, thing or institution within
         the scope of the word so used, or in singular form and there be more
         than one person, thing or institution within the scope of the word so
         used, such word, or the pronoun used in lieu thereof, shall have a
         plural or singular meaning, as the case may be. Pronouns of the
         masculine gender may mean the feminine and vice versa.

2.52     The words "herein," "hereof," and "hereunder" shall refer to the Plan.

2.53     The expressions listed below shall have the meanings stated in the
         Sections or Subsections hereof respectively indicated:

         "1933 Act"                                  Subsection 11.08(1)

         "Annual Additions"                          Section 5.06

         "Applicable Life Expectancy"                Subsection 11.05(6)(a)

         "Company Contribution"                      Section 4.01

         "Compensation"                              Section 2.13

         "Computation Period"                        Subsection 2.23(1)

         "Current Value"                             Subsection 6.03(1)

         "Defined Benefit Plan"                      Subsection 5.09(2);
                                                     Subsection 22.01(1)


                                       13
<PAGE>


         "Defined Benefit Plan  Fraction"            Subsection 5.09(3)

         "Defined Contribution Plan"                 Subsection 5.09(4);
                                                     Subsection 22.01(2)

         "Defined Contribution                       Subsection 5.09(5)
           Plan Fraction"

         "Determination Date"                        Subsection 22.01(3)

         "Direct Rollover"                           Subsection 11.16(2)(d)

         "Distributee"                               Subsection 11.16(2)(c)

         "Distribution Calendar Year"                Subsection 11.05(6)(b)

         "Early Retirement Date"                     Section 2.38

         "Effective Date"                            Section 1.01

         "Eligibility Year of Service"               Section 3.03

         "Eligible Participant"                      Section 5.01

         "Eligible Retirement Plan"                  Subsection 11.16(2)(b)

         "Eligible Rollover Distribution"            Subsection 11.16(2)(a)

         "Employment Period"                         Section 3.03

         "Employment Termination Account"            Section 10.07

         "Entry Date"                                Section 3.01

         "Forfeiture"                                Subsection 10.05(5)

         "Former Associate"                          Section 2.22

         "Former Participant"                        Section 2.28

         "Indemnified Person"                        Section 15.13

         "Key Employee"                              Subsection 22.01(4)

         "Key Employee Participant"                  Subsection 22.01(5)

         "Limitation Year"                           Subsection 5.09(6)


                                       14
<PAGE>

         "Limitation Year Compensation"              Section 2.22;
                                                     Subsection 5.09(7);
                                                     Subsection 22.01(6)

         "Named Fiduciaries"                         Section 15.09

         "Net Earnings and Adjustments               Subsection 6.04(2)
           in Value of the Trust Fund"

         "Non-Key Employee"                          Subsection 22.01(7)

         "Non-Participating Affiliated               Subsection 3.01(4)
           Company"

         "Nonvested Amount"                          Subsection 10.05(2)

         "Option Period"                             Section 11.10

         "Option Price"                              Section 11.10

         "Participant Offer"                         Section 11.12(1)

         "Participant's Benefit"                     Subsection 11.05(6)(c)

         "Permissive Aggregation Group"              Subsection 22.01(8)

         "Plan Administrator"                        Section 15.07

         "Put"                                       Section 11.10

         "Qualified Consent"                         Subsection 9.02(2)

         "Qualifying Employer Security"              Section 12.07

         "Required Aggregation Group"                Subsection 22.01(9)

         "Retirement Plan"                           Subsection 5.09(1)

         "Super Top Heavy Plan"                      Subsection 22.02(2)

         "Third Party Offer"                         Subsection 11.12(1)

         "Top Heavy Plan"                            Subsection 22.02(1)

         "Top Heavy Ratio"                           Subsection 22.02(3)

         "Valuation Calendar Year"                   Subsection 11.05(6)(c)

         "Valuation Date"                            Section 2.48;
                                                     Subsection 22.01(10)


                                       15
<PAGE>

                                   ARTICLE III

                 REQUIREMENTS FOR ELIGIBILITY AND PARTICIPATION

3.01     Eligibility. An Eligible Associate who met the eligibility requirements
         under the Plan and was a Participant in the Plan as it existed on the
         date immediately prior to the Effective Date shall continue to be a
         Participant in the Plan on the Effective Date. Each other Eligible
         Associate shall become a Participant in accordance with the applicable
         paragraph of this Section 3.01:

         (1)      Service and Age. An Eligible Associate shall become a
                  Participant as of the February 1 or August 1 (the "Entry
                  Date") coinciding with or next following the later of the date
                  upon which such Eligible Associate (a) completes an
                  Eligibility Year of Service, or (b) attains age twenty-one
                  (21), provided such Eligible Associate is so employed on such
                  Entry Date.

         (2)      Reemployment Prior to Break in Service. In the event an
                  Eligible Associate suffers a Termination of Employment after
                  completing the eligibility requirements of Subsection 3.01(1)
                  but prior to the Entry Date upon which such Eligible Associate
                  would have participated in the Plan, and such Eligible
                  Associate is reemployed by an Employer after the Entry Date
                  upon which the Eligible Associate would have participated in
                  the Plan but prior to a One-Year Break in Service, such
                  Eligible Associate shall participate in the Plan as of his
                  Date of Reemployment.

         (3)      Reemployment After Break in Service. In the event an Eligible
                  Associate suffers a Termination of Employment prior to or
                  after completing the eligibility requirements of Subsection
                  3.01(1) but prior to the Entry Date upon which such Eligible
                  Associate would have participated in the Plan, and such
                  Eligible Associate is reemployed by an Employer after
                  incurring a One-Year Break in Service, such Eligible Associate
                  shall be treated as a new Associate and shall become a
                  Participant as of the Entry Date coinciding with or next
                  following the date upon which such Eligible Associate
                  completes the eligibility requirements of Subsection 3.01(1),
                  provided such Eligible Associate is so employed on such Entry
                  Date.

         (4)      Transfer to Non-Participating Affiliated Company Prior to
                  Completion of Eligibility Requirements. In the event an
                  Eligible Associate transfers to an Affiliated Company that has
                  not adopted the Plan (a "Non-Participating Affiliated
                  Company") prior to completing the eligibility requirements of
                  Subsection 3.01(1) and is employed continuously with a
                  Non-Participating Affiliated Company until his transfer back
                  to an Employer, such Eligible Associate shall become a
                  Participant as of the Entry Date coinciding with or next
                  following the date upon which such Associate completes the
                  eligibility requirements of Subsection 3.01(1), provided such
                  Eligible Associate is so employed on such Entry Date.

         (5)      Transfer to Non-Participating Affiliated Company After
                  Completion of Eligibility Requirements. In the event an
                  Eligible Associate transfers to a Non-Participating Affiliated
                  Company after completing the eligibility requirements of
                  Subsection 3.01(1) but prior to the Entry Date upon which such
                  Eligible Associate would have participated in the Plan, and is
                  employed continuously with a Non-Participating Affiliated
                  Company until his transfer back to an Employer, such Eligible
                  Associate shall become a Participant as of (a) the date of his
                  transfer back to an Employer, if the transfer is after the
                  Entry Date upon which such Eligible Associate would have
                  participated in the Plan, or (b) the Entry Date coinciding
                  with or next


                                       16
<PAGE>
                  following the date upon which such Associate transfers back to
                  an Employer, provided such Eligible Associate is so employed
                  on such Entry Date.

3.02     Employment with a Predecessor Employer. If the Plan had previously been
         maintained by a predecessor of an Employer, whether a corporation,
         partnership, sole proprietorship or other business entity, any period
         of employment with such predecessor shall be treated as a period of
         employment with an Employer. If the Plan had not been previously
         maintained by a predecessor of an Employer, employment with such
         predecessor shall not be taken into account, except to the extent
         required pursuant to regulations prescribed by the Secretary of the
         Treasury or his delegate or as otherwise provided in the Plan.

3.03     Eligibility Year of Service. An "Eligibility Year of Service" shall
         mean the Employment Period during which such Associate performs one
         thousand (1,000) or more Hours of Service subject to the provisions of
         Section 3.02 hereof. For purposes of determining an Associate's
         Eligibility Year of Service, the "Employment Period" to be used shall
         be the initial twelve (12) consecutive month period beginning on an
         Associate's Date of Employment or Date of Reemployment and thereafter
         the Plan Year, beginning with the Plan Year within which occurs the
         Associate's first anniversary of his Date of Employment or Date of
         Reemployment. Any Associate who is credited with one thousand (1,000)
         or more Hours of Service with an Employer or any Affiliated Company in
         both the initial twelve (12) month period beginning on such Associate's
         Date of Employment or, if applicable, an Associate's Date of
         Reemployment, and the Plan Year within which such initial twelve (12)
         month period ends, shall be credited with two (2) Eligibility Years of
         Service at the end of such Plan Year.

3.04     Participation Upon Reemployment. In the event that a Participant or
         Former Participant who has suffered a Termination of Employment and has
         a period of One-Year Breaks in Service is subsequently reemployed by an
         Employer, for purposes of determining his eligibility to participate in
         the Plan after his reemployment, he shall be treated as follows:

         (1)      If such Participant (a) had a vested amount in his Company
                  Contribution Account preceding the period of One-Year Breaks
                  in Service, or (b) had no vested benefit preceding such period
                  of One-Year Breaks in Service and did not have five (5) or
                  more consecutive One-Year Breaks in Service within such
                  period, he shall resume participation in the Plan effective as
                  of his Date of Reemployment.

         (2)      If such Participant had no vested amount in his Company
                  Contribution Account preceding such period of One-Year Breaks
                  in Service and he had five (5) or more consecutive One-Year
                  Breaks in Service within such period, he shall be treated the
                  same as a new Associate who had no prior employment before his
                  Date of Reemployment.

3.05     Change in Status of Eligible Associate.

         (1)      In the event an Associate, including an Associate who
                  previously was not defined as an Eligible Associate under
                  Section 2.17 hereof, becomes defined as an Eligible Associate,
                  such individual shall become a Participant in the Plan as of
                  the date he becomes defined as an Eligible Associate, provided
                  he has met the other requirements for eligibility set forth in
                  Section 3.01 hereof and previously would have begun to
                  participate in the Plan had he been defined as an Eligible
                  Associate. If such individual has not met the other
                  requirements for eligibility set forth in Section 3.01 hereof,
                  such individual shall be treated as if he had always been
                  defined as an Eligible Associate and shall become a
                  Participant in the Plan as of the


                                       17
<PAGE>
                  Entry Date coinciding with or next following the date the
                  individual meets the requirements for eligibility set forth in
                  Section 3.01 hereof.

         (2)      In the event a Participant who ceased to be defined as an
                  Eligible Associate under Section 2.17 hereof but who did not
                  incur a Termination of Employment with an Employer
                  subsequently becomes defined as an Eligible Associate again,
                  such Eligible Associate shall recommence participation in the
                  Plan for all purposes without regard to the limitations
                  imposed by Section 5.11 hereof, as of the date he again
                  becomes defined as an Eligible Associate.

3.06     Participation in the Plan. Each Eligible Associate shall be provided
         with such information as is required by ERISA within the time
         prescribed for providing such information. In addition, each
         Participant shall be provided with a designation of Beneficiary form
         which shall provide for a designation of one or more Beneficiaries to
         receive benefits in the event of the Participant's death.

                                   ARTICLE IV

                                  CONTRIBUTIONS

4.01     Company Contributions. Each Plan Year, each Employer shall make a cash
         contribution (the "Company Contribution") to the Trust in such amount
         as its board of directors (or such other person or group of persons
         referred to in Section 23.07 hereof in case of an Employer which is not
         a corporation) in its sole discretion may authorize; provided, however,
         that an Employer may determine that no Company Contribution shall be
         made for a Plan Year. An Employer's Company Contribution may be made in
         cash or shares of Company Stock or in a combination of cash and Company
         Stock.

         In no event, however, shall any Company Contribution exceed the maximum
         deductible Company Contribution under Code Section 404(a) including any
         amount which may be deductible by the Employer under the carryover
         provisions of the Code. Notwithstanding the foregoing, to the extent
         necessary to provide the required top heavy minimum allocation
         described in Article XXII, an Employer shall make a contribution even
         if it exceeds the amount which is deductible under Code Section 404.

4.02     Date of Payment and Allocation of Company Contributions. An Employer
         shall make its Company Contributions to the Trust Fund for a Plan Year
         on or before the last date, including any extensions thereof, for
         filing its federal income tax return for its Fiscal Year ending with or
         after the last day of such Plan Year. Company Contributions shall be
         deemed to have been made and shall be allocated to the Company
         Contribution Accounts of Eligible Participants in accordance with
         Section 5.01 hereof as of the earlier of (1) the Valuation Date on or
         next following the date on which they are made to the Trust Fund, or
         (2) the last day of the Plan Year for which they are made.

4.03     Associate Contributions. No Associate contributions will be permitted
         to or accepted by this Plan.

4.04     Special Provisions for Participants Who Enter the Armed Forces.

         (1)      If a Participant is absent from employment for voluntary or
                  involuntary military Service with the armed forces of the
                  United States and returns to employment within the period
                  required under the law pertaining to veterans' reemployment
                  rights, the Participant shall not be treated as having
                  incurred any One-Year Breaks in Service for the period of the
                  Participant's absence


                                       18
<PAGE>
                  from employment, in accordance with the Uniformed Services
                  Employment and Reemployment Rights Act of 1994 ("USERRA").

         (2)      The Employer shall contribute all Company Contributions
                  described in Section 4.01 for a Participant returning from a
                  "qualified military leave" (as defined in Code Section
                  414(u)(5)) in the amount, if any, that would have been
                  contributed for such individual during such qualified military
                  leave.

         (3)      In determining the amount of Company Contributions that would
                  be allocated to the Participant under Section 5.01,
                  "Compensation" for purposes of this Section 4.04 shall mean:

                  (a)      the Compensation the Participant would have received
                           during the period of qualified military Service
                           determined based on the rate of pay the Participant
                           would have received but for the military Service
                           absence; or

                  (b)      if the Compensation of the Participant during the
                           qualified military Service is not determinable under
                           Section 4.04(3)(a), then the Participant's average
                           Compensation from the Employer during the twelve (12)
                           month period immediately before the qualified
                           military Service (or, if shorter, the period of
                           employment with the Employer immediately before the
                           qualified military Service).

         (4)      Company Contributions made under Subsection 4.04(3) shall be
                  attributed to the Plan Year and Limitation Year to which they
                  relate.

         (5)      Company Contributions made pursuant to this Section 4.04 shall
                  not cause the Plan to fail to satisfy the requirements of Code
                  Sections 401(a)(4), 410(b) or 416 by reason of the fact these
                  contributions were made or a Participant had the right to
                  receive Company Contributions.

                                    ARTICLE V

                      ALLOCATION TO PARTICIPANTS' ACCOUNTS

5.01     Method of Allocating Company Contributions. Subject to Sections 5.06,
         5.07, 5.08, 5.09 and Subsection 22.03(2) hereof, the total Company
         Contribution made for each Plan Year shall be allocated in accordance
         with Section 4.02 among the Company Contribution Accounts of all
         Participants (the "Eligible Participants") who: (1) have completed one
         thousand (1,000) or more Hours of Service with one (1) or more
         Employers for the Plan Year and are employed by an Employer on the last
         day of the Plan Year, or (2) have died, retired or suffered Total and
         Permanent Disability during such Plan Year, regardless of whether such
         Participants have completed one thousand (1,000) or more Hours of
         Service for such Plan Year, or (3) are on Leave of Absence on the last
         day of the Plan Year who received Compensation form the Employer during
         the Plan Year, regardless if such Participants performed one thousand
         (1,000) Hours of Service during the Plan Year.

         Each Eligible Participant's allocable share of Company Contributions
         shall be in the proportion that his Compensation for such Plan Year
         bears to the total Compensation of all Eligible Participants for such
         Plan Year. In the event the Company Contribution consists of Company
         Stock, the Company Stock should be allocated in this ratio according to
         the number of shares contributed.


                                       19
<PAGE>

5.02     Suspense Account. The Benefits Advisory Committee shall establish a
         Suspense Account for each Exempt Loan made pursuant to Article XII and
         shall allocate thereto any Qualifying Employer Securities acquired with
         the proceeds of such Exempt Loan provided, however, that the Benefits
         Advisory Committee need not establish a separate Suspense Account for
         each Exempt Loan that is made for purposes of repaying a prior Exempt
         Loan. Any Qualifying Employer Securities allocated to a Suspense
         Account shall be treated as if they were given as collateral for the
         Exempt Loan as provided in Section 12.3 without regard to whether they
         are actually given as collateral for such loan, and shall be released
         from the Suspense Account in accordance with the provisions of Section
         12.6 for allocation to the Participants and Beneficiaries in accordance
         with Section 6.04(4).

5.03     Allocation to a Participant Who Ceases to be an Eligible Associate or
         Who is Transferred to a Non-Participating Affiliated Company. If a
         Participant who is an Eligible Associate ceases to be an Eligible
         Associate or is transferred from an Employer to a Non-Participating
         Affiliated Company, he shall participate in the allocation of Company
         Contributions for the Plan Year in which the cessation or transfer took
         place, provided the Associate either (1) completes one thousand (1,000)
         Hours of Service with an Employer or a Non-Participating Affiliated
         Company in such Plan Year and is employed by an Employer or a
         Non-Participating Affiliated Company on the last day of the Plan Year
         or (2) dies, retires or suffers Total and Permanent Disability during
         such Plan Year, regardless of whether such Participant has completed
         one thousand (1,000) or more Hours of Service for such Plan Year. Such
         allocation shall be made upon the basis of such Participant's
         Compensation from the Employer up to the date of the cessation of
         Eligible Associate status or transfer. In any subsequent Plan Year,
         such Participant shall receive no further allocations of any Company
         Contributions under the Plan unless and until he subsequently becomes
         an Eligible Associate.

5.04     Allocation of Contributions and Qualifying Employer Securities Released
         From Suspense Accounts - General. As of the Valuation Date coinciding
         with the last day of the Plan Year, the Benefits Advisory Committee
         shall:

         (1)      First, determine the aggregate limitation prescribed by
                  Section 5.06 for all Participants described in Section 5.01.
                  To the aggregate limitation add any amounts described in
                  Section 4.01.

         (2)      Next, allocate (a) Company Contributions, if any, not used to
                  repay Exempt Loans, and (b) any Qualifying Employer Securities
                  released from Suspense Accounts that are not given as
                  collateral for a new Exempt Loan (the proceeds of which are
                  used to repay a prior Exempt Loan), to the Accounts of all
                  Associates entitled to share in the amount described in
                  Section 4.01 in the proportion that the amount required for
                  all entitled Associates until the amount described in Section
                  4.01 is fully allocated. Former Associates and Beneficiaries
                  shall be treated as Associates for purposes of this paragraph.

         (3)      Finally, allocate (a) any Qualifying Employer Securities
                  released from Suspense Accounts that are not given as
                  collateral for a new Exempt Loan, the proceeds of which are
                  used to repay a prior Exempt Loan, and (b) Company
                  Contributions, if any, not used to repay Exempt Loans, in
                  accordance with Section 5.05 to the Accounts of each
                  Participant entitled to an allocation under Section 5.01. The
                  allocation of Company Contributions for any such Participant
                  shall not exceed the amount determined pursuant to Section
                  5.06. If, after the first such allocation, any Company
                  Contributions remain, the remainder shall be allocated and
                  reallocated in the same manner prescribed in this paragraph
                  until exhausted.


                                       20
<PAGE>

5.05     Method of Allocating and Crediting Contributions and Qualifying
         Employer Securities Released from Suspense Accounts. Subject to the
         conditions of Section 5.06, as of the last day of the Plan Year, the
         Company Contributions, if any, for the Plan Year ending on that date
         that are not used to repay Exempt Loans, if any, which arose under the
         Plan that year, and Qualifying Employer Securities, if any, released
         from Suspense Accounts for that year that are not given as collateral
         for an Exempt Loan, the proceeds of which are used to repay a prior
         Exempt Loan, shall be allocated among and credited to the Accounts of
         Participants entitled to share in the Company Contributions for that
         Plan Year (as provided in Section 5.01) in the proportion that each
         such Participant's Compensation for the Plan Year bears to the
         Compensation of all such Participants for such Plan Year.

         For purposes of this Section 5.05, "Compensation" includes only base
         pay and excludes commissions, bonuses, moving expenses, health club
         dues, and executive medical reimbursement, and other similar
         perquisites; however, Compensation does include in base pay amounts
         that have been deferred in connection with the Employer's 401(k) plan
         and pursuant to a cafeteria plan for medical insurance premiums or
         other benefit programs. For the purposes of determining Compensation,
         as defined herein, amounts accrued to a Participant shall be equivalent
         to qualifying amounts paid to a Participant hereunder.

5.06     Limitation on Annual Additions.

         (1)      Notwithstanding any other provision of the Plan, the sum of
                  the Annual Additions to a Participant's Account for any
                  Limitation Year shall not exceed the lesser of: (a) Thirty
                  Thousand Dollars ($30,000) (or such higher amount to which
                  such amount shall be adjusted by the Secretary of the Treasury
                  or his delegate pursuant to Code Section 415(d)), or (b)
                  twenty-five percent (25%) of such Participant's Limitation
                  Year Compensation for the entire Limitation Year (even though
                  such Participant may not have been a Participant for the
                  entire Limitation Year). For purposes of the preceding
                  sentence, if the Trustee enters into an Exempt Loan pursuant
                  to Article XII hereof and no more than one-third (1/3) of the
                  Company Contributions made to the Plan for the Plan Year are
                  allocated to the Accounts of Highly Compensated Employees
                  (within the meaning of Section 414(q) of the Code), the
                  Company Contributions that are used to pay the interest on the
                  Exempt Loan for the Plan Year, will not be included in
                  determining whether the Plan satisfies the limitations of this
                  Section 5.06(1). If a Limitation Year is less than a twelve
                  (12) consecutive month period, the above dollar limitations
                  for the short Limitation Year shall not exceed the amount
                  determined in the preceding sentence multiplied by a fraction,
                  the numerator of which is the number of whole months in the
                  short Limitation Year and the denominator of which is twelve
                  (12). The term "Annual Additions" to a Participant's Account
                  for any Limitation Year shall mean the sum of:

                  (a)      such Participant's allocable share of the Company
                           Contributions credited to such Participant within
                           such Limitation Year; and

                  (b)      such Participant's allocable share of Forfeitures, if
                           any, credited to such Participant within such
                           Limitation Year; and

                  (c)      any amount allocated to an "individual medical
                           account," as defined in Code Section 415(l)(2), which
                           is part of a Defined Benefit Plan maintained by an
                           Employer; and

                  (d)      any amounts derived from contributions paid or
                           accrued after December 31, 1985, in taxable years
                           ending after such date, which are attributable to
                           post-retirement


                                       21
<PAGE>
                           medical benefits allocated to the separate account of
                           a key employee (as defined in Code Section
                           419A(d)(3)) under a welfare benefit fund (as defined
                           in Code Section 419(e)) maintained by an Employer.

                  Solely for purposes of this Section 5.06, the determination of
                  a Participant's allocable share of Company Contributions and
                  Forfeitures, if any, for a Limitation Year shall exclude any
                  Company Contributions, and Forfeitures, if any, allocated to
                  such Participant for any of the reasons set forth in Sections
                  1.415-6(b)(2)(ii)-(vi) of the Income Tax Regulations (except
                  as otherwise provided in such Sections).

         (2)      In the event that as a result of: (a) the allocation of
                  Forfeitures, (b) a reasonable error in estimating a
                  Participant's Limitation Year Compensation, or (c) other facts
                  and circumstances which the Internal Revenue Service finds
                  justify the availability of the provisions of this Subsection
                  and Subsection 5.06(3), it is determined that the Annual
                  Additions to a Participant's Account for any Limitation Year
                  would be in excess of the limitations contained in Subsection
                  5.06(1) herein, such Annual Additions shall be reduced to the
                  extent necessary to bring such Annual Additions within the
                  limitations contained in Subsection 5.06(1) by reducing such
                  Participant's allocable share of Forfeitures, if any, and
                  Company Contributions for the Plan Year ending within such
                  Limitation Year.

         (3)      If, and to the extent that the amount of any Participant's
                  allocable share of Forfeitures, if any, or Company
                  Contributions is reduced in accordance with the provisions of
                  Subsection 5.06(2) above, the amount of such reduction shall
                  be maintained in a separate suspense account under the Trust
                  to be used to reduce Company Contributions for that
                  Participant for the next succeeding Limitation Year (and
                  succeeding Limitation Years, as necessary), if that
                  Participant is employed as of the end of such Limitation Year.

                  If such Participant is no longer employed as of the end of
                  such next succeeding Limitation Year (or succeeding Limitation
                  Years, if applicable), then the amount in the suspense account
                  shall continue to be held in such suspense account for such
                  Limitation Year and shall reduce Company Contributions for
                  such next succeeding Limitation Year (and succeeding
                  Limitation Years, if applicable) and shall, subject to the
                  provisions of Subsection 5.06(1), be allocated and reallocated
                  in such next succeeding Limitation Year (and succeeding
                  Limitation Years, if applicable), among all of the remaining
                  Participants in the Plan. Any suspense account established
                  pursuant to this Subsection shall not be adjusted to reflect
                  net income, loss, appreciation or depreciation in the value of
                  the Trust Fund as provided for a Participant's regular
                  Accounts pursuant to Article VI hereof.

                  Notwithstanding any other provision of the Plan to the
                  contrary, in the event amounts are credited to a suspense
                  account, no Company Contributions shall be made to the Plan
                  for a Plan Year while there are any amounts in such separate
                  suspense account attributable to prior Plan Years which cannot
                  be allocated to Participants in accordance with the terms of
                  this Subsection.

5.07     Limitations on Annual Additions for Employers or Affiliated Companies
         Maintaining Other Defined Contribution Plans. In the event that any
         Participant in this Plan is also a participant under any other Defined
         Contribution Plan maintained by an Employer or an Affiliated Company
         (whether or not terminated), the total amount of Annual Additions to
         such Participant's accounts under all such Defined Contribution Plans
         shall not exceed the limitations set forth in Subsection 5.06(1)
         hereof. If such total amount of Annual Additions to a Participant's
         accounts under all such Defined


                                       22
<PAGE>
         Contribution Plans does exceed the limitations set forth in Subsection
         5.06(1) hereof, then the Annual Additions to such Participant's
         Accounts in this Plan shall be reduced, and such reduction shall be
         accomplished in accordance with the provisions of Section 5.06 hereof.

5.08     Limitations on Annual Additions for Employers or Affiliated Companies
         Maintaining Defined Benefit Plans. For Limitation Years beginning prior
         to December 31, 1999, in the event that any Participant under this Plan
         is a participant under one or more Defined Benefit Plans maintained by
         an Employer or an Affiliated Company (whether or not terminated), then
         the sum of the Defined Benefit Plan Fraction for such Limitation Year
         and the Defined Contribution Plan Fraction for such Limitation Year
         shall not exceed one (1.0). If the sum of the Defined Benefit Plan
         Fraction for any Limitation Year and the Defined Contribution Plan
         Fraction for such Limitation Year does exceed one (1.0), then such
         Participant's benefits under the Defined Benefit Plan shall be reduced
         in accordance with the requirements of Code Section 415 and the
         applicable regulations thereunder to the extent necessary to comply
         with the limitations set forth in this Section. The provisions of this
         Section 5.08 shall not apply for Limitation Years beginning on or after
         January 1, 2000.

5.09     Definitions for Purposes of Determining the Annual Addition
         Limitations. For purposes of Sections 5.06, 5.07, and 5.08 hereof and
         this Section 5.09, the following definitions shall apply:

         (1)      "Retirement Plan" shall mean (a) any profit-sharing, pension
                  or stock bonus plan described in Code Sections 401(a) and
                  501(a), (b) any annuity plan or annuity contract described in
                  Code Section 403(a) or 403(b), and (c) any simplified employee
                  pension plan described in Code Section 408(k).

         (2)      "Defined Benefit Plan" shall mean any Retirement Plan which
                  does not meet the definition of a Defined Contribution Plan.

         (3)      "Defined Benefit Plan Fraction" shall mean a fraction
                  calculated in accordance with Code Section 415(e)(2).
                  Notwithstanding the preceding sentence, if the Participant was
                  a Participant as of the first day of the first Limitation Year
                  beginning after December 31, 1986, in one or more Defined
                  Benefit Plans maintained by an Employer or an Affiliated
                  Company which were in existence on May 6, 1986, the
                  denominator of the Defined Benefit Plan Fraction will not be
                  less than one hundred twenty-five percent (125%) of the sum of
                  the projected annual benefits under such plans which the
                  Participant had accrued as of the close of the last Limitation
                  Year beginning before January 1, 1987, disregarding any
                  changes in the terms and conditions of the plan after May 5,
                  1986. The preceding sentence applies only if the Defined
                  Benefit Plans individually and in the aggregate satisfied the
                  requirements of Code Section 415 for all Limitation Years
                  beginning before January 1, 1987.

         (4)      "Defined Contribution Plan" shall mean a Retirement Plan which
                  provides for an individual account for each participant and
                  for benefits based solely on the amount contributed to the
                  participant's account, and any income, expenses, gains or
                  losses, and any forfeitures of accounts of other participants
                  which may be allocated to such participant's account. For
                  purposes of Sections 5.06, 5.07 and 5.08, a Participant's
                  voluntary nondeductible contributions to a Defined Benefit
                  Plan shall be treated as being part of a separate Defined
                  Contribution Plan.

         (5)      "Defined Contribution Plan Fraction" shall mean a fraction
                  calculated in accordance with Code Sections 415(e)(3), (4) and
                  (6). If the Associate was a Participant as of the end of the
                  first day of the first Limitation Year beginning after
                  December 31, 1986, in one or more


                                       23
<PAGE>
                  Defined Contribution Plans maintained by an Employer or an
                  Affiliated Company which were in existence on May 6, 1986, the
                  numerator of the Defined Contribution Plan Fraction will be
                  adjusted if the sum of this fraction and the Defined Benefit
                  Fraction would otherwise exceed one (1.0) under the terms of
                  this Plan. Under the adjustment, an amount equal to the
                  product of (a) the excess of the sum of the fractions over one
                  (1.0) times (b) the denominator of the Defined Contribution
                  Plan Fraction, will be permanently subtracted from the
                  numerator of the Defined Contribution Plan Fraction. The
                  adjustment is calculated using the fractions as they would be
                  computed as of the end of the last Limitation Year beginning
                  before January 1, 1987, and disregarding any changes in the
                  terms and conditions of the plan made after May 5, 1986, but
                  using the Code Section 415 limitation applicable to the first
                  Limitation Year beginning on or after January 1, 1987.

         (6)      "Limitation Year" shall mean the Plan Year.

         (7)      "Limitation Year Compensation" shall mean:

                  (a)      the aggregate of all of the following for the
                           Limitation Year:

                           (i)      The Associate's wages, salaries, fees for
                                    professional services and other amounts
                                    received (without regard to whether or not
                                    an amount is paid in cash) for personal
                                    services actually rendered in the course of
                                    employment with all Employers and Affiliated
                                    Companies to the extent the amounts are
                                    includable in gross income (including, but
                                    not limited to, commissions paid salesmen,
                                    compensation for services on the basis of a
                                    percentage of profits, commissions on
                                    insurance premiums, tips and bonuses, fringe
                                    benefits, reimbursements, and expense
                                    allowances) as more fully described in Code
                                    Section 415(c)(3) and the regulations
                                    thereunder, which are actually paid or made
                                    available to an Associate who is not a
                                    Self-Employed Individual;

                           (ii)     In the case of any Self-Employed Individual,
                                    "Compensation" shall mean the individual's
                                    Earned Income for such Limitation Year;

                           (iii)    Amounts described in Code Sections
                                    104(a)(3), 105(a) and 105(h) but only to the
                                    extent that these amounts are includable in
                                    the gross income of the Associate;

                           (iv)     Amounts paid or reimbursed by the Employer
                                    for moving expenses incurred by an
                                    Associate, but only to the extent that at
                                    the time of the payment it is reasonable to
                                    believe that these amounts are not
                                    deductible by the Associate under Code
                                    Section 217;

                           (v)      The value of a non-qualified stock option
                                    granted to an Associate by the Employer, but
                                    only to the extent that the value of the
                                    option is includable in the gross income of
                                    the Associate for the taxable year in which
                                    granted; and

                           (vi)     The amount includable in the gross income of
                                    an Associate upon making the election
                                    described in Code Section 83(b).

                  (b)      Limitation Year Compensation shall not include the
                           following:


                                       24
<PAGE>

                           (i)      Contributions to a plan of deferred
                                    compensation to the extent that, before the
                                    application of the limitations of Code
                                    Section 415 to the Plan, the contributions
                                    are not included in the gross income of the
                                    Associate for the taxable year in which
                                    contributed, or contributions under a
                                    simplified employee pension plan to the
                                    extent the contributions are deductible by
                                    the Associate, and any distributions from a
                                    plan of deferred compensation other than an
                                    unfunded nonqualified plan of deferred
                                    compensation;

                           (ii)     Amounts realized from the exercise of a
                                    non-qualified stock option, or amounts
                                    realized under Code Section 83 with respect
                                    to restricted property held by an Associate
                                    that becomes freely transferable or is no
                                    longer subject to a substantial risk of
                                    forfeiture;

                           (iii)    Amounts realized from the sale, exchange or
                                    other disposition of stock acquired under an
                                    incentive stock option within the meaning of
                                    Code Section 422;

                           (iv)     Other amounts that receive special tax
                                    benefits within the meaning of Treasury
                                    Regulation Section 1.415-2(d)(3), such as
                                    premiums for group term life insurance (but
                                    only to the extent that premiums are not
                                    includable in the gross income of the
                                    Associate), or contributions made by the
                                    Employer (whether or not under a salary
                                    reduction agreement) towards the purchase of
                                    an annuity contract covered by Code Section
                                    403(b) (whether or not the contributions are
                                    excludible from the gross income of the
                                    Associate).

                  Effective for Plan Years beginning after December 31, 1997,
                  "Limitation Year Compensation" shall also include any elective
                  deferral (as defined in Code Section 402(g)(3)) and any amount
                  which is contributed or deferred by the Employer at the
                  election of the Participant and which is not includable in the
                  gross income of the Participant by reason of Code Sections 125
                  or 457.

5.10     Dividend Pass-Through. With respect to any cash dividend paid on
         Qualifying Employer Securities held by the Trust, whether held in
         Participant's Accounts or a Suspense Account, the Company shall have
         the obligation to:

         (1)      Pay such dividend directly to the Participants or their
                  Beneficiaries;

         (2)      Pay such dividend to the Trust and direct the Trustee to
                  distribute the dividend to the Participants or their
                  Beneficiaries within ninety (90) days after the close of the
                  Plan Year in which paid;

         (3)      Direct the Trustee to use said dividend to make payments on an
                  Exempt Loan, the proceeds of which were used to acquire the
                  Qualifying Employer Securities; or

         (4)      Allocate such dividend to all Participants' Accounts as income
                  from the Trust Fund.

         In the case of a payment of dividends to Participants and Beneficiaries
         under (1) or (2) above, the payments shall be allocated as follows.
         With respect to dividends paid on Qualifying Employer Securities held
         in Participants' or Beneficiaries' Accounts, such dividends shall be
         allocated in the ratio that the number of shares of Qualifying Employer
         Securities credited to each Participants' or


                                       25
<PAGE>
         Beneficiaries' Accounts bears to the total number of such shares
         credited to all such Accounts. With respect to dividends paid on
         Qualifying Employer Securities held in a Suspense Account, such
         dividends shall be allocated in the ratio that each Participant's or
         Beneficiary's total Account balance bears to the total of all such
         Account balances. In the case of a payment of dividends under (3)
         above, Qualifying Employer Securities with a fair market value of not
         less than the amount of such dividends shall be released from the
         Suspense Account and allocated to Participant's Accounts pursuant to
         Section 5.05 for the Plan Year in which the dividend is paid. The
         Company shall be allowed a federal income tax deduction for any
         dividend paid pursuant to the terms of this Section 5.10.

5.11     Cessation of Eligible Associate Status. Subject to the exception at
         Section 5.03, if any Participant does not incur a Termination of
         Employment but ceases to be an Eligible Associate as defined in Section
         2.17 hereof, then, during the period that such Participant is not an
         Eligible Associate: (1) such Participant shall not receive any further
         allocation of any Company Contributions and Forfeitures, if any, under
         the Plan pursuant to Article IV, (2) such Participant's Accounts shall
         continue to share in the earnings or losses of the Trust Fund, and (3)
         such Participant shall receive credit for vesting purposes pursuant to
         Section 10.01 hereof for any Vesting Years of Service completed during
         such period.

                                   ARTICLE VI

                      ACCOUNTS AND VALUATION OF TRUST FUND

6.01     Participant's Accounts. The assets of the Trust Fund shall constitute a
         single fund in which each Participant, Beneficiary or Alternate Payee
         shall have his proportionate interest as provided in this Plan. The
         Benefits Advisory Committee shall maintain, or cause to be maintained,
         with respect to each Employer, individual Accounts for each
         Participant, Beneficiary or Alternate Payee. A Participant may have a
         Company Contribution Account and an Employment Termination Account,
         and, where appropriate, an Alternate Payee shall have a QDRO Account.
         Each Account shall reflect the credits and charges allocable thereto in
         accordance with the Plan. The Benefits Advisory Committee shall
         maintain, or cause to be maintained, records which will adequately
         disclose at all times the state of the Trust Fund and of each separate
         interest therein. The books, forms and methods of accounting shall be
         entirely in the hands of and subject to the supervision of the Benefits
         Advisory Committee.

6.02     Accounts of Participants Transferred to a Non-Participating Affiliated
         Company. If a Participant is transferred to a Non-Participating
         Affiliated Company, the amount in the Trust which is credited to his
         Accounts shall continue to share in the earnings or losses of the Trust
         Fund, and such Participant's rights and obligations with respect to
         such Accounts shall be governed by the provisions of the Plan and
         Trust.

6.03     Valuation of the Trust Fund and Account Statements.

         (1)      Within a reasonable time after the Valuation Date that
                  coincides with the last day of the Plan Year, and at such
                  other times, if any, during the Plan Year as the Benefits
                  Advisory Committee may require, the Benefits Advisory
                  Committee shall have the Trustee prepare a statement of the
                  condition of the Trust Fund as of the close of business of
                  such Valuation Date or such other date setting forth: (a) the
                  assets of the Trust Fund as of such Valuation Date or other
                  date, and the cost and current value thereof as defined in
                  ERISA Section 3(26) (the "Current Value"), and (b) all
                  investments, receipts, disbursements and other transactions


                                       26
<PAGE>

                  effected by it during the Plan Year or other period. This
                  statement shall be delivered to the Benefits Advisory
                  Committee. The Benefits Advisory Committee shall then cause to
                  be prepared, and shall deliver to each Participant,
                  Beneficiary or Alternate Payee, a report disclosing the status
                  of each such individual's Accounts in the Trust Fund.

         (2)      The Trustee's determination of the Current Value of the assets
                  in the Trust Fund and the Benefits Advisory Committee's
                  charges or credits to the individual Accounts with respect to
                  Participants, Beneficiaries or Alternate Payees, as provided
                  in Section 6.04, shall be final and conclusive on all persons
                  ever interested hereunder.

6.04     Periodic Determination of Participant's Accounts.

         (1)      Allocations in General. For the purpose of making allocations
                  as of any Valuation Date, the Net Earnings and Adjustments in
                  Value of the Trust Fund shall be allocated pursuant to
                  Subsection 6.04(3); and Company Contributions shall be
                  allocated pursuant to Section 4.02 hereof. Whenever an
                  allocation or credit is required to be made hereunder, it
                  shall be made by the Benefits Advisory Committee, or at the
                  Benefits Advisory Committee's direction, and subject to its
                  supervision.

         (2)      Determination of Net Earnings and Adjustments In Value of the
                  Trust Fund. "Net Earnings and Adjustments in Value of the
                  Trust Fund" for a particular period means the Current Value
                  (determined pursuant to Section 6.03 hereof) of the Trust Fund
                  as of a Valuation Date, less the sum of:

                  (a)      The total of all Account balances allocated to the
                           Trust Fund as of the close of the previous Valuation
                           Date of all Participants, Beneficiaries and Alternate
                           Payees as of such time; and

                  (b)      Company Contributions for the period under
                           consideration, to the extent that such Company
                           Contributions were actually paid over to the Trustee
                           since the previous Valuation Date and allocated to
                           the Trust Fund.

         (3)      Allocation of Net Earnings and Adjustments in Value of the
                  Trust Fund. Subject to the provisions of Subsection 6.04(2)
                  hereof, the Net Earnings and Adjustments in Value of the Trust
                  Fund for a particular period shall be allocated as of the
                  Valuation Date to those Accounts allocated to the Trust Fund
                  the total value of which had not been distributed prior to the
                  Valuation Date, as follows: Each such Account shall be
                  credited with an amount equal to such Net Earnings and
                  Adjustments in Value of the Trust Fund multiplied by a
                  fraction:

                  (a)      The numerator of which is the portion of the
                           particular Account balance allocated to the Trust
                           Fund as of the close of the previous Valuation Date
                           minus the amounts distributed or loaned, if
                           applicable, from such Account since such previous
                           Valuation Date plus any contributions pursuant to
                           Article IV made since such previous Valuation Date to
                           all such Accounts; and

                  (b)      The denominator of which is the total of all portions
                           of the Account balances allocated to the Trust Fund
                           as of the close of the previous Valuation Date minus
                           the total amounts distributed or loaned, if
                           applicable, from all such portions of the Accounts
                           since such previous Valuation Date, plus all
                           contributions pursuant to Article IV made since such
                           previous Valuation Date to all such Accounts.


                                       27
<PAGE>

         (4)      Allocation of Forfeitures. The total of all Forfeitures under
                  this Plan shall be applied first to fund any restorations of
                  Forfeitures pursuant to Section 10.06 hereof, and thereafter
                  shall be applied to reduce the amount of each Employer's
                  Company Contributions under Section 4.01. Forfeitures shall be
                  applied to reduce each Employer's Company Contribution in the
                  proportion that each such Employer's Company Contributions for
                  such Plan Year bears to the total of all Employers' Company
                  Contributions for such Plan Year.

         (5)      Computations. All of the computations required to be made
                  under the provisions of this Article VI, when made, shall be
                  conclusive with respect thereto and shall be binding upon all
                  the Participants, Beneficiaries, Alternate Payees, and all
                  other persons ever having an interest in the Trust Fund.

6.05     Correction of Participants' Accounts. If an error or omission is
         discovered in the Accounts of a Participant, or in the amount
         distributed to a Participant, the Benefits Advisory Committee, as
         authorized by Section 15.05 hereof, shall make such equitable
         adjustments in the records of the Plan as may be necessary or
         appropriate to correct such error or omission as of the Plan Year in
         which such error or omission is discovered. Further, an Employer may,
         in its discretion, make a special contribution to the Plan which shall
         be allocated by the Benefits Advisory Committee only to the Accounts of
         a Participant as is necessary to correct such error or omission.

6.06     Investments.

         (1)      Funding Policy. The Investment Committee shall establish a
                  funding policy and method consistent with the objectives of
                  the Plan, the investments authorized under the Trust Agreement
                  and the requirements of Title I of ERISA. The Benefits
                  Advisory Committee shall periodically review such funding
                  policy and method. In establishing and reviewing such funding
                  policy and method, the Benefits Advisory Committee shall
                  endeavor to determine the Plan's short-term and long-term
                  objectives and financial needs, taking into account the need
                  for liquidity to pay benefits and the need for investment
                  growth. All actions of the Benefits Advisory Committee taken
                  pursuant to this Subsection 6.06(1) shall be communicated to
                  the Trustee and to the Board of Directors of the Sponsoring
                  Company.

         (2)      Investment of Cash. Any cash received by the Trustee for the
                  Account of any Participant or credited to the Account of any
                  Participant shall be invested to the extent practicable in
                  common shares or other securities of the Employer. The Trustee
                  is authorized to invest and hold up to one hundred percent
                  (100%) of the Trust assets in Qualifying Employer Securities.

         (3)      Reservation of Cash. In the implementation of its duties under
                  Subsection 6.06(1), the Benefits Advisory Committee may
                  communicate to the Trustee the need to reserve from permanent
                  investment from time to time such amounts of cash as it deems
                  necessary or advisable in the administration of the Plan. Such
                  cash shall be reserved equally from all investment funds
                  administered as part of the Trust Fund.

6.07     Voting of Company Stock.

         (1)      Voting of Stock - Registered Stock. Each Participant and
                  Former Participant shall be entitled to instruct the Trustee
                  in the manner of voting the number of shares of Company Stock
                  held in the Trust Fund which have been allocated to his
                  Account. For all purposes of this Section 6.07(1), the shares
                  of Company Stock allocated to an active Participant's Account
                  (not


                                       28
<PAGE>
                  including Former Participants) shall be treated as including a
                  portion of the unallocated shares of Company Stock held in a
                  Suspense Account; for this purpose the unallocated shares
                  shall be considered allocated to active Participants' Accounts
                  by assuming that all such unallocated shares of Company Stock
                  had been allocated to active Participants in the Plan as of a
                  date selected by the Benefits Advisory Committee, based upon
                  such active Participants' comparative Company Stock Account
                  balances (i.e., Company Stock in an active Participant's
                  Account as a percentage of all Company Stock in the Accounts
                  of all active Participants). The Trustee shall establish
                  procedures to solicit instructions from Participants with
                  respect to voting shares of Company Stock allocated to their
                  Accounts. The Trustee shall be bound to follow the
                  instructions of Participants, acting as Named Fiduciaries
                  under Section 401(a)(1) of ERISA, with respect to voting
                  shares of Company Stock which have been allocated (or treated
                  as having been allocated) to Accounts with fractional shares
                  being voted on a combined basis to the extent possible to
                  reflect the directions of the voting Participants; provided,
                  however, that if a Participant does not respond in a timely
                  fashion to the solicitation of voting instructions, the shares
                  of Company Stock allocated (or treated as having been
                  allocated) to such Participant's Accounts shall, to the extent
                  consistent with ERISA, be voted by the Trustee in the same
                  manner (and in the same proportions) as the shares for which
                  the Trustee does receive instructions from Participants.
                  Reasonable means shall be employed by the Trustee to provide
                  confidentiality with respect to the voting by such
                  Participants and the Trustee shall hold such directions in
                  confidence and shall not divulge or release such directions to
                  any person, including all Employers or any director, officer,
                  employee or agent of an Employer, it being the intent of this
                  provision of this Section to ensure that the Employers (and
                  their directors, officers, employees and agents) cannot
                  determine the direction given by any Participant.

         (2)      Voting of Company Stock - Non-Registered Stock.
                  Notwithstanding the provisions of Section 6.07(1), if any
                  Company Stock allocated to a Participant's Account is not a
                  "registration type class of securities," the Participant shall
                  be entitled to instruct the Trustee with respect to voting
                  such Company Stock (in accordance with the provisions of
                  Section 6.07(1)) only with respect to any corporate matter
                  which involves the approval or disapproval of any corporate
                  merger or consolidation, recapitalization, reclassification,
                  liquidation, dissolution, sale of substantially all assets of
                  a trade or business, or such similar transaction as the
                  Secretary of the Treasury may prescribe in regulations
                  pursuant to the provisions of Section 409(e) of the Code.

                  If a matter is to be submitted to the holders of Company Stock
                  which is not a "registration type class of securities" and it
                  is not necessary that the Participant be entitled to instruct
                  the Trustee with respect to voting in accordance with this
                  Section, the Trustee, in its discretion, shall vote all shares
                  of Company Stock held by it (or exercise dissenter's rights,
                  if applicable) after consultation with the Benefits Advisory
                  Committee. "Registration type class of securities" shall mean
                  any class of securities required to be registered under
                  Section 12 of the Securities Exchange Act of 1934, or exempt
                  from such registration solely by reason of Section 12(g)(2)(h)
                  (concerning interests in pooled investment vehicles issued to
                  annuity plans or qualified pension, profit sharing, or stock
                  bonus plans.)


                                       29
<PAGE>

                                   ARTICLE VII

                               RETIREMENT BENEFITS

A Participant's Company Contribution Account shall fully vest on his Retirement
Date or Early Retirement Date, provided such Participant is employed by an
Employer or an Affiliated Company on such date. A Participant who continues in
the Employer's employment after his Retirement Date or Early Retirement Date
shall continue to be a Participant in the Plan until his actual retirement. Upon
actual retirement on or after his Retirement Date or Early Retirement Date, a
Participant shall be entitled to the benefits provided for in this Article VII.
Subject to the provisions of Subsections 11.04(4), 11.05(1), 14.03(2) and
14.03(3) hereof, any Participant who becomes entitled to benefits under this
Article VII shall receive benefits equal to the total amounts in his Accounts
plus any contributions due and owing to such Participant pursuant to Article IV
for the Plan Year in which he retired but which have not been credited to his
respective Accounts. Payment upon retirement shall be made by the Trustee at the
direction of the Benefits Advisory Committee at the time and manner provided in
Article XI hereof.

                                  ARTICLE VIII

                               DISABILITY BENEFITS

8.01     Disability Retirement Benefits. If a Participant retires by reason of
         Total and Permanent Disability while in the employ of an Employer or an
         Affiliated Company or on Leave of Absence, his Company Contribution
         Account shall fully vest and, subject to the provisions of Subsections
         11.04(4), 11.05(1), 14.03(2) and 14.03(3) hereof, he shall be entitled
         to receive benefits equal to the total amounts in his Accounts plus any
         contributions due and owing to such Participant pursuant to Article IV
         for the Plan Year in which he retires on account of Total and Permanent
         Disability but which have not been credited to his respective Accounts.
         Payments resulting from a Participant's retirement on account of Total
         and Permanent Disability shall be made by the Trustee at the direction
         of the Benefits Advisory Committee at the time and in the manner
         provided in Article XI hereof.

8.02     Determination of Disability. The Benefits Advisory Committee shall
         determine whether a Participant has suffered Total and Permanent
         Disability as provided for in Section 2.43 hereof, and its
         determination in that respect is binding upon the Participant. The
         provisions of this Article VIII shall be uniformly and consistently
         applied to all Participants.

                                   ARTICLE IX

                                 DEATH BENEFITS

9.01     Death Benefits. Upon the death of a Participant while in the employ of
         an Employer or an Affiliated Company or on Leave of Absence, subject to
         the provisions of Subsections 11.04(4), 11.05(1), 14.03(2) and 14.03(3)
         hereof, his Beneficiary, determined in accordance with Section 9.02
         hereof, shall receive, provided proper proof of death has been filed
         with the Benefits Advisory Committee, the full amount of his Accounts
         plus any contributions due and owing to such Participant pursuant to
         Article IV for the Plan Year in which he dies but which have not been
         credited to his respective Accounts.

         Upon the death of a Participant who is no longer employed by an
         Employer or an Affiliated Company, his Beneficiary, determined in
         accordance with Section 9.02, shall receive the vested balance of such
         Participant's Accounts.


                                       30
<PAGE>

         Payments resulting from the death of a Participant shall be made by the
         Trustee at the direction of the Benefits Advisory Committee at the time
         and in the manner provided in Article XI hereof.

9.02     Designation of Beneficiaries.

         (1)      Subject to the provisions of Subsections 9.02(2),14.03(2) and
                  14.03(3) hereof, each Participant may designate a Beneficiary
                  or Beneficiaries, and contingent Beneficiary or Beneficiaries,
                  if desired, including the executor or administrator of his
                  estate, to receive his interest in the Trust Fund in the event
                  of his death, but the designation of a Beneficiary shall not
                  be effective for any purpose unless and until it has been
                  filed with the Benefits Advisory Committee on the form
                  provided therefor. If the Participant has a surviving spouse
                  and the surviving spouse consented to the naming of another
                  Beneficiary in accordance with Subsection 9.02(2) hereof, but
                  the deceased Participant failed to name a Beneficiary in the
                  manner herein prescribed, or the Beneficiary or Beneficiaries
                  so named predecease the Participant, the amount, if any, which
                  is payable hereunder in respect of such deceased Participant
                  shall be paid to the surviving spouse. If the Participant does
                  not have a surviving spouse and the deceased Participant
                  failed to name a Beneficiary in the manner herein prescribed,
                  or the Beneficiary or Beneficiaries so named predecease the
                  Participant, the amount, if any, which is payable hereunder in
                  respect of such deceased Participant shall be paid to his
                  surviving children in equal shares, or, if he has no surviving
                  children at the time of his death, then to the estate of the
                  last to dies of the Participant and his Beneficiary, by
                  payment in a lump sum. Notwithstanding the foregoing, the
                  Benefits Advisory Committee may elect to have a court of
                  applicable jurisdiction determine to whom a payment or
                  payments should be made. Any payment made to any person
                  pursuant to the power and discretion conferred upon the
                  Benefits Advisory Committee by the preceding sentence shall
                  operate as a complete discharge of all obligations under the
                  Plan in respect of such deceased Participant and shall not be
                  subject to review by anyone, but shall be final, binding and
                  conclusive on all persons ever interested hereunder.

                  Subject to the provisions of Subsection 9.02(2) below, a
                  Participant may from time to time change any Beneficiary
                  designated by him without notice to such Beneficiary, under
                  such rules and regulations as the Benefits Advisory Committee
                  may from time to time promulgate, but the last Beneficiary
                  designation filed with the Benefits Advisory Committee shall
                  control.

         (2)      With respect to a Participant who has been credited with an
                  Hour of Service on or after August 23, 1984, notwithstanding
                  any other provision herein to the contrary, but subject to the
                  provisions of Subsection 14.03(2) hereof, if, as of such
                  Participant's death, such Participant is married, such
                  Participant's Accounts shall, on his death, be paid to the
                  surviving spouse to whom he was married at the date of his
                  death unless the surviving spouse has made a Qualified Consent
                  to the payment of any or all of said Accounts to a designated
                  Beneficiary other than the surviving spouse. "Qualified
                  Consent" means an irrevocable written consent executed by the
                  Participant's spouse which acknowledges the effect of the
                  consent and is witnessed by a Plan representative or a notary
                  public. A Participant may, after obtaining a Qualified
                  Consent, change his Beneficiary designation as permitted by
                  Subsection 9.02(1) above, but any such change is subject to
                  the requirements of this Subsection 9.02(2) and will require
                  another Qualified Consent should the spouse, if surviving, not
                  be the sole Beneficiary of all amounts in the Account, unless
                  a Qualified Consent previously executed by such spouse
                  expressly authorizes changes in the Beneficiary without
                  further consent of the spouse. A Qualified Consent is
                  effective only with respect to the spouse who executes it. If
                  the Plan Administrator is satisfied that there is no spouse,
                  or that the spouse cannot reasonably


                                       31
<PAGE>
                  be located, or in such other circumstances as permitted by
                  governmental regulations, no Qualified Consent shall be
                  required as a condition to payment, under Section 9.01 hereof,
                  to a Beneficiary who is not the surviving spouse.

                                    ARTICLE X

                         EMPLOYMENT TERMINATION BENEFITS

10.01    Vesting Upon Termination of Employment. Subject to the provisions of
         Section 10.05 and Subsections 11.04(4), 11.05(1), 14.03(2) and 14.03(3)
         hereof, in the event of the Termination of Employment of a Participant,
         such Participant shall be entitled to receive a percentage of the
         amount in his Company Contribution Account plus any Company
         Contributions due and owing to such Participant pursuant to Article IV
         for the Plan Year in which he suffers a Termination of Employment but
         which have not been credited to his Company Contribution Account and
         shall also be entitled to receive the entire balance in his other
         Accounts plus any other contributions due and owing to such Participant
         pursuant to Article IV for the Plan Year but which have not been
         credited to his Accounts. The percentage of Company Contributions to
         which the Participant shall be entitled will be determined as follows:

<Table>
<Caption>
                                                                 NONFORFEITABLE PERCENTAGE
                  VESTING YEARS OF SERVICE                              OF ACCOUNT
<S>                                                              <C>
                  Less than 3 years                                          0%
                  3 years but less than 4 years                             20%
                  4 years but less than 5 years                             40%
                  5 years but less than 6 years                             60%
                  6 years but less than 7 years                             80%
                  7 years or more                                          100%
</Table>

         Payment pursuant to this Article X shall be made by the Trustee, at the
         direction of the Benefits Advisory Committee, at the time and manner
         provided in Article XI hereof.

10.02    Determination of Vesting Years of Service. All Vesting Years of Service
         (whether or not continuous) shall be taken into account, except as
         follows:

         (1)      Vesting Years of Service with any Employer or any Affiliated
                  Company before the Participant attained age eighteen (18); and

         (2)      Vesting Years of Service not taken into account in accordance
                  with Section 10.03.

10.03    Breaks in Service. Except as otherwise provided in Section 10.02,
         subject to the provisions of Section 10.06 hereof, Vesting Years of
         Service shall be disregarded as follows:

         (1)      In the case of any Participant who suffers a Termination of
                  Employment and who has a One-Year Break in Service, Vesting
                  Years of Service before such break shall not be taken into
                  account until such Participant has completed a Vesting Year of
                  Service after such break.

         (2)      In the case of any Participant who suffers a Termination of
                  Employment and who has no vested amount in his Company
                  Contribution Account in accordance with the provisions of


                                       32
<PAGE>
                  Section 10.01 hereof, Vesting Years of Service before any
                  period of One-Year Breaks in Service shall not be taken into
                  account if such Participant had five (5) or more consecutive
                  One-Year Breaks in Service within such period. Such aggregate
                  number of Vesting Years of Service before such period shall be
                  deemed not to include any Vesting Years of Service not
                  required to be taken into account under this Section 10.03 by
                  reason of any prior break in Service.

         (3)      In the case of any Participant who has at least five (5)
                  consecutive One-Year Breaks in Service, Vesting Years of
                  Service after such five (5)-year period shall not be taken
                  into account for purposes of determining the vested amount in
                  his Company Contribution Account which accrued prior to such
                  five (5)-year period. However, Vesting Years of Service
                  accrued both before and after such five (5)-year period will
                  count for purposes of determining the vested amount in his
                  Company Contribution Account which accrues after such five
                  (5)-year period.

10.04    Forfeiture - Qualifying Employer Securities. If a portion of a
         Participant's Account is forfeited, Qualifying Employer Securities
         allocated to such account after being released from a Suspense Account
         in accordance with the provisions of Section 5.04 shall be forfeited
         only after all other assets allocated to such Account are forfeited. If
         more than one (1) class of such Qualifying Employer Securities have
         been allocated to the Participant's Account and such securities are
         forfeited, the Participant shall forfeit the same proportion of each
         such class.

10.05    Forfeiture of Nonvested Amount.

         (1)      If a Participant has a Termination of Employment at a time
                  when he has no vested amount in his Company Contribution
                  Account, the amount in his Company Contribution Account shall
                  be deemed cashed out and forfeited as of the date on which
                  such Participant incurs such Termination of Employment.

         (2)      If a partially vested Participant has a Termination of
                  Employment and has received a distribution of the vested
                  amount in his Company Contribution Account as provided for in
                  Sections 10.01 and 11.04 hereof on or prior to the close of
                  the second Plan Year following the Plan Year in which such
                  Termination of Employment occurs, the excess of the amount in
                  his Company Contribution Account over the vested amount (the
                  "Nonvested Amount") shall be forfeited as of the date on which
                  such Participant receives such cash-out distribution.

         (3)      If a partially vested Participant has a Termination of
                  Employment and has not received a distribution of the vested
                  amount in his Company Contribution Account on or prior to the
                  close of the second Plan Year following the Plan Year in which
                  such Termination of Employment occurs, the Nonvested Amount
                  shall be forfeited as of the earlier of: (a) the last day of
                  the Plan Year in which such Participant has incurred five (5)
                  consecutive One-Year Breaks in Service, or (b) the date on
                  which such Participant receives his distribution.

         (4)      If a partially vested Participant who has a Termination of
                  Employment and has not received a distribution of the vested
                  amount in his Company Contribution Account as provided in
                  Sections 10.01 and 11.04 hereof on or prior to the close of
                  the second Plan Year following the Plan Year in which such
                  Termination of Employment occurs, is reemployed prior to
                  incurring five (5) consecutive One-Year Breaks in Service,
                  such Participant shall not forfeit the Nonvested Amount, and
                  the vested amount in his Company Contribution Account shall


                                       33
<PAGE>
                  be determined in accordance with the provisions of this
                  Article X without regard to such Participant's cessation of
                  employment.

         (5)      All amounts forfeited as provided in this Section 10.05 are
                  herein referred to as "Forfeitures." Subject to the
                  restorations pursuant to Section 10.06 hereof, any Forfeitures
                  shall be allocated as provided in Subsection 6.04(4) hereof.

         (6)      If a portion of a Participant's Account is forfeited, Company
                  Stock allocated to his Account shall be forfeited only after
                  all other assets in his Account. If interests in more than one
                  (1) class of Company Stock have been allocated to the
                  Participant's Account, the Participant shall be treated as
                  forfeiting the same proportion of each such class.

10.06    Restoration of Forfeited Nonvested Amount.

         (1)      In the event a Participant: (a) who has received a
                  distribution of the vested amount in his Company Contribution
                  Account in accordance with Subsection 10.05(2) hereof, or (b)
                  who has no vested amount in his Company Contribution Account
                  at the time of his Termination of Employment as described in
                  Subsection 10.05(1) hereof is reemployed by an Employer prior
                  to the date on which such Participant has incurred five (5)
                  consecutive One-Year Breaks in Service, an amount equal to his
                  Nonvested Amount which was forfeited pursuant to Section 10.05
                  hereof (without adjustment for any gains or losses in the
                  Trust Fund subsequent to such Forfeiture) shall be restored to
                  such Company Contribution Account; provided, however, that if
                  a Participant received a distribution of the vested portion of
                  his Company Contribution Account, such restoration shall not
                  occur unless and until: (a) such Participant repays to the
                  Plan the full amount of his Company Contribution Account
                  previously distributed to him, and (b) such Participant's
                  repayment is made before the earlier of the end of (i) the
                  five (5)-year period beginning with the Participant's Date of
                  Reemployment or (ii) a period of five (5) consecutive One-Year
                  Breaks in Service commencing after the date on which such
                  Participant received such distribution. Upon the restoration
                  of a Company Contribution Account as provided for herein, the
                  vested amount in such Company Contribution Account (whether
                  attributable to amounts restored, amounts, if any, repaid by
                  the Participant, or additional amounts added to such Account
                  after such reemployment) shall thereafter be determined in
                  accordance with the provisions of this Article X without
                  regard to such Participant's original Termination of
                  Employment.

         (2)      The restoration of a Participant's Nonvested Amount in his
                  Company Contribution Account as provided for in Subsection
                  10.06(1) above, shall be made from the Forfeitures which
                  occurred during the Plan Year of such restoration before any
                  use of such Forfeitures as otherwise provided in Subsection
                  6.04(4) hereof. Should such Forfeitures be insufficient to
                  restore the aggregate Nonvested Amounts owing to any
                  Participant under Subsection 10.06(1) above, the additional
                  amount necessary for restoration shall be made from Net
                  Earnings of the Trust Fund for the Plan Year. Should such
                  Forfeitures and Net Earnings of the Trust Fund be insufficient
                  to restore the aggregate Nonvested Amounts, the additional
                  amount necessary for restoration shall be made from Company
                  Contributions, if any, for the Plan Year, which Company
                  Contributions shall be supplemented for the Plan Year by an
                  amount equal to such remainder.

10.07    Reemployment of Participant with Partially Vested Company Contribution
         Account. This Section 10.07 shall apply to any Participant who: (1) has
         a Termination of Employment, at a time when he is partially vested in
         his Company Contribution Account, (2) does not receive a distribution
         of the


                                       34
<PAGE>
         vested portion of the Company Contribution Account, (3) has five (5) or
         more consecutive One-Year Breaks in Service, and (4) is reemployed by
         an Employer. After such reemployment, the vested portion of such
         Participant's Company Contribution Account, valued as of the Valuation
         Date immediately preceding the time of his reemployment, shall be
         credited to a separate account (his "Employment Termination Account")
         which shall be fully vested and nonforfeitable. Following such
         Participant's reemployment, all subsequent Company Contributions and
         Forfeitures, if any, allocated to such Participant shall be allocated
         to his Company Contribution Account and shall be subject to the vesting
         provisions of this Plan otherwise applicable to such Participant. Any
         adjustments provided for in Article VI hereof shall be made separately
         with respect to such Participant's Employment Termination Account and
         his Company Contribution Account, and distribution of such Employment
         Termination Account shall be made at such time and in the same manner
         as provided in the Plan for the distribution of a Participant's other
         Accounts in the Plan.

                                   ARTICLE XI

                               PAYMENT OF BENEFITS

11.01    Methods of Payment of Benefits. The Trustee shall make a distribution
         of benefits pursuant to Articles VII, VIII, IX, or X hereof, as the
         case may be, in accordance with any one or a combination of the methods
         of distribution set forth in this Section 11.01, as elected by the
         Participant or Beneficiary on such forms as are provided by the
         Benefits Advisory Committee. The available methods of distribution,
         singly or in any combination, are as follows:

         (1)      Installment Payments. Benefits may be paid in the form of
                  approximately equal annual, semiannual or quarterly
                  installments, over a fixed period of time unrelated to the
                  life (but not the life expectancy) of any person. The
                  Participant or his Beneficiary may accelerate installment
                  payments by electing to have the unpaid balance distributed to
                  such Participant or Beneficiary in a single lump sum cash
                  payment.

         (2)      Lump-Sum Distribution. Benefits may be paid in the form of a
                  total distribution of the amount payable, in cash or in whole
                  shares of Company Stock and any fractional shares of Company
                  Stock in cash, to a Participant or Beneficiary within one
                  taxable year after the close of the Plan Year in which (a)
                  such Participant's Termination of Employment, attainment of
                  Normal Retirement Age or Disability occurs or within one
                  taxable year after the close of the Plan Year of the
                  Participant's death for a Beneficiary or (b) the fifth Plan
                  Year following the Plan Year in which the Participant
                  otherwise had a Termination of Employment and was not
                  subsequently reemployed by the Employer or an Affiliated
                  Employer.

         (3)      By transfer to another plan qualified under Section 401(a) of
                  the Code.

         (4)      By transfer to:

                  (a)      an individual retirement account described in Section
                           408(a) of the Code, or

                  (b)      an individual retirement annuity described in Section
                           408(b) of the Code.

         (5)      By payment in substantially equal periodic payments (not less
                  frequently than annually) over a period not longer than the
                  greater of five (5) years or, in the case of a Participant
                  with a vested Account balance in excess of Five Hundred
                  Thousand Dollars ($500,000), five (5)


                                       35
<PAGE>
                  years plus one (1) additional year (but no more than five (5)
                  additional years) for each One Hundred Thousand Dollars
                  ($100,000) or fraction thereof by which such benefit exceeds
                  Five Hundred Thousand Dollars ($500,000).

         (6)      By direct transfer to a plan qualified under Section 401(a) of
                  the Code which accepts direct transfer contributions, an
                  individual retirement account describe in Section 408(a) of
                  the Code, an individual retirement annuity described in
                  Section 408(b) of the Code (other than an endowment contract)
                  or an annuity plan described in Section 403(a) of the Code;
                  provided, that the distribution form elected pursuant to this
                  Section 11.01(6) qualified for transfer pursuant to Section
                  401(a)(31) of the Code. The Benefits Advisory Committee shall
                  provide each Participant entitled to a distribution of his
                  vested Account balance with a written explanation of his
                  distribution options under the Plan and shall prescribe the
                  procedures a Participant must follow to request a direct
                  transfer pursuant to this Section 11.01(6).

         (7)      Notwithstanding any provision of this Plan to the contrary, a
                  Participant may not elect that his Accounts be paid in the
                  form of a life annuity.

         If a Participant does not make an election hereunder, his vested
         Account balance shall automatically be paid in the form specified in
         Section 11.01(1) above. Notwithstanding the foregoing provisions of
         this Section 11.01, the phrase "payment in a lump sum" as used herein
         shall not include the distribution of an Insurance Contract providing
         for (1) a life annuity to a Participant, (2) a joint and survivor
         annuity to a Participant and his Beneficiary, or (3) any other form of
         payment having the effect of (1) or (2) above.

11.02    Form of Payment. A Participant, Former Participant, or the Beneficiary
         of a deceased Participant or Former Participant may elect to have his
         vested Account balance distributed entirely in cash or in shares of
         Company Stock; provided, however, that if Company Stock is elected, the
         Benefits Advisory Committee shall direct the Trustee to pay the value
         of any fractional shares of Company Stock in cash. Any whole shares of
         Company Stock distributed pursuant to this Section 11.02 may be subject
         to a right of first refusal in accordance with Section 11.12 hereof,
         and may be eligible for put option rights in accordance with Section
         11.10 hereof. However, if the Company's charter or bylaws restrict the
         ownership of substantially all outstanding Company Stock to Associates
         or to the Trust, any distribution hereunder may be made entirely in
         cash without granting the right to demand a distribution of Company
         Stock.

         A Participant, Former Participant or Beneficiary shall make an election
         under this Section 11.02 by filing an election form with the Benefits
         Advisory Committee on or before the date that is sixty (60) days prior
         to the date that the distribution of his vested Account balance
         hereunder is to commence. If a Participant, Former Participant, or
         Beneficiary does not make an election as to the form of distribution of
         his vested Account balance, the Benefits Advisory Committee shall
         direct the Trustee to distribute the Participant's vested Account
         balance in cash as provided in Section 11.01.

11.03    Securities Law Restrictions. If at the time shares of Company Stock are
         to be distributed to a Participant (or, in the event of his death, his
         Beneficiary), to the extent deemed necessary or desirable by the
         Benefits Advisory Committee, the Benefits Advisory Committee may, as a
         condition precedent to the distribution of such shares, require from
         the Participant (or his Beneficiary) such written representations, if
         any, concerning his or their intentions with regard to the retention or
         disposition of the Company Stock being distributed or such written
         covenants and agreements, if any, as to the manner of any such
         disposition of such shares as, in the opinion of the Benefits Advisory
         Committee, may be necessary to ensure that any such disposition by the
         Participant or his Beneficiary will not


                                       36
<PAGE>
         result in a violation of the Securities Act of 1933, as amended, or any
         similar or superseding statute or statutes, or any other applicable
         statute, statutes, or regulations then in effect. The Trustee may stamp
         or imprint on the stock certificates issued to the Participant or his
         Beneficiary pursuant to a distribution from the Trust a legend
         referring to (1) the provisions of the immediately preceding sentence
         and to any representations, covenants, or agreements made by the
         Participant or his Beneficiary with respect thereto, and (2) the right
         of first refusal provisions and restrictions of Section 11.12.

11.04    Time for Distribution of Benefits.

         (1)      Upon a Participant's: (a) retirement on or after his
                  Retirement Date or Early Retirement Date, (b) retirement due
                  to Total and Permanent Disability, (c) death, or (d)
                  Termination of Employment, subject to the provisions of this
                  Section 11.04 and Section 11.05, the Participant or his
                  Beneficiary shall be entitled to a distribution pursuant to
                  Article VII, VIII, IX or X, as the case may be. Such
                  distribution will be valued as of the Valuation Date
                  immediately preceding the actual date of distribution. A
                  Participant who remains in the employ of the Company past his
                  or her Retirement Date shall not be required to receive a
                  distribution hereunder until after such Participant's actual
                  retirement, except that payment of such Participant's Accounts
                  shall commence not later than the Required Beginning Date.

         (2)      Distribution forms will be sent to the Participant or his
                  Beneficiary on or shortly following the date of such
                  Participant's retirement on or after his Retirement Date or
                  Early Retirement Date, retirement due to Total and Permanent
                  Disability, death or Termination of Employment, and, except as
                  otherwise provided in Subsection 11.04(2) hereof, such amounts
                  shall be distributed within ninety (90) days following receipt
                  by the Benefits Advisory Committee of all completed
                  distribution forms from the Participant, or as soon as
                  administratively practicable thereafter, but in no event later
                  than the sixtieth (60th) day after the close of the Plan Year
                  in which occurs the latest of:

                  (a)      The date on which the Participant attains or would
                           have attained sixty-five (65) years of age or if
                           earlier, his Retirement Date;

                  (b)      The tenth (10th) anniversary of the year in which the
                           Participant commenced participation in the Plan; or

                  (c)      The date the Participant terminates his employment
                           with the Employer for any reason.

         (3)      A Former Participant or a Beneficiary may be entitled to
                  receive more than one (1) distribution from the Plan. Account
                  balances will be valued as of the Valuation Date prior to the
                  actual date of distribution. If a Participant had not received
                  an allocation of contributions to which he was entitled under
                  Article IV or dividends to which he was entitled as of his
                  date of termination of employment, such Participant will be
                  entitled to an additional distribution, which will be made in
                  accordance with procedures established by the Benefits
                  Advisory Committee. Notwithstanding the foregoing, a
                  Participant or Beneficiary who is entitled to more than one
                  (1) distribution as described herein may elect to delay his or
                  her initial distribution and receive one (1) distribution that
                  includes the additional allocation, even if his initial
                  distribution is Five Thousand Dollars ($5,000) or less, if
                  such Participant or Beneficiary indicates this election on his
                  or her initial distribution forms.


                                       37
<PAGE>

         (4)      Notwithstanding the provisions of Subsection 11.04(1), and
                  subject to Section 11.05 below, for distributions occurring
                  prior to January 1, 1998 if a Participant has a Termination of
                  Employment or retires due to Total and Permanent Disability
                  and the vested portion of the Participant's Accounts at such
                  time exceeds or ever exceeded at the time of any prior
                  distribution Three Thousand Five Hundred Dollars ($3,500), the
                  amounts owing to such Participant will not be distributed
                  until such Participant attains age sixty-five (65) or dies,
                  unless such Participant delivers to the Plan Administrator his
                  written consent to an earlier distribution. For distributions
                  occurring in Plan Years beginning on or after January 1, 1998
                  and on or prior to March 22, 1999, notwithstanding the
                  provisions of Subsection 11.04(1), and subject to Section
                  11.05 below, if a Participant has a Termination of Employment
                  or retires due to Total and Permanent Disability and the
                  vested portion of the Participant's Accounts at such time
                  exceeds or at the time of any prior distribution exceeded Five
                  Thousand Dollars ($5,000), the amounts owing to such
                  Participant will not be distributed until such Participant
                  attains age sixty-five (65) or dies, unless the Participant
                  delivers to the Plan Administrator his written consent to an
                  earlier distribution. For distributions occurring after March
                  22, 1999, notwithstanding the provisions of Subsection
                  11.04(1), and subject to Section 11.05 below, if a Participant
                  has a Termination of Employment or retires due to Total and
                  Permanent Disability and the vested portion of the
                  Participant's Accounts at such time exceeds Five Thousand
                  Dollars ($5,000), the amounts owing to such Participant will
                  not be distributed until such Participant attains age
                  sixty-five (65) or dies, unless the Participant delivers to
                  the Plan Administrator his written consent to an earlier
                  distribution.

         (5)      (a)      For distributions prior to January 1, 1998, if at the
                           time a distribution is to be made pursuant to
                           Subsection 11.04(1) or 11.05(1) to a Participant, or
                           in the case of his death, to his Beneficiary or
                           Beneficiaries, the value of the vested portion of his
                           Accounts does not exceed or did not ever exceed at
                           the time of a prior distribution Three Thousand Five
                           Hundred Dollars ($3,500), then his total Account
                           shall be paid to or for the benefit of the
                           Participant (or, in the case of his death, to or for
                           the benefit of his Beneficiary or Beneficiaries) as
                           provided in Subsection 11.04(1), and such Participant
                           or Beneficiary or Beneficiaries may not defer their
                           distribution.

                  (b)      For distributions occurring in Plan Years beginning
                           on and after January 1, 1998 and on or prior to March
                           22, 1999, if at the time a distribution is to be made
                           pursuant to Subsection 11.04(1) or 11.05(1) to a
                           Participant, or in the case of his death, to his
                           Beneficiary or Beneficiaries, the value of the vested
                           portion of his Accounts does not exceed Five Thousand
                           Dollars ($5,000) at the time of the current
                           distribution or at the time of any prior
                           distribution, then his total Account shall be paid to
                           or for the benefit of the Participant (or, in the
                           case of his death, to or for the benefit of his
                           Beneficiary or Beneficiaries) as provided in
                           Subsection 11.04(1), and such Participant or
                           Beneficiary or Beneficiaries may not defer their
                           distribution. Notwithstanding the provisions of
                           Subsection 11.04(1), and subject to Section 11.05
                           below, if a Participant has a Termination of
                           Employment or retires due to Total and Permanent
                           Disability and the vested portion of the
                           Participant's Accounts at such time or at the time of
                           any previous distribution exceeds Five Thousand
                           Dollars ($5,000), the amounts owing to such
                           Participant will not be distributed until such
                           Participant attains age sixty-five (65) or dies,
                           unless the Participant delivers to the Plan
                           Administrator his written consent to an earlier
                           distribution.

                  (c)      For distributions occurring after March 22, 1999, if
                           at the time a distribution is to be made pursuant to
                           Subsection 11.04(1) or 11.05(1) to a Participant, or
                           in the case of


                                       38
<PAGE>
                           his death, to his Beneficiary or Beneficiaries, the
                           value of the vested portion of his Accounts does not
                           exceed Five Thousand Dollars ($5,000) at the time of
                           the current distribution, then his total Account
                           shall be paid to or for the benefit of the
                           Participant (or, in the case of his death, to or for
                           the benefit of his Beneficiary or Beneficiaries) as
                           provided in Subsection 11.04(1), and such Participant
                           or Beneficiary or Beneficiaries may not defer their
                           distribution. Notwithstanding the provisions of
                           Subsection 11.04(1), and subject to Section 11.05
                           below, if a Participant has a Termination of
                           Employment or retires due to Total and Permanent
                           Disability and the vested portion of the
                           Participant's Accounts at such time exceeds Five
                           Thousand Dollars ($5,000), the amounts owing to such
                           Participant will not be distributed until such
                           Participant attains age sixty-five (65) or dies,
                           unless the Participant delivers to the Plan
                           Administrator his written consent to an earlier
                           distribution.

         (6)      If a distribution is one to which Code Sections 401(a)(11) and
                  417 do not apply, such distribution may commence less than
                  thirty (30) days after the notice required under Section
                  1.411(a)-11(c) of the Income Tax Regulations, provided that
                  the Benefits Advisory Committee clearly informs the
                  Participant that the Participant has a right to a period of at
                  least thirty (30) days after receiving the notice to consider
                  the decision of whether or not to elect a distribution (and a
                  particular distribution option) and the Participant, after
                  receiving the notice, affirmatively elects a distribution.

         (7)      Notwithstanding any provision contained herein to the
                  contrary, if any portion of a Participant's Account balance
                  consists of Qualifying Employer Securities acquired with the
                  proceeds of an Exempt Loan that has not been fully repaid, the
                  Benefits Advisory Committee may elect to defer the
                  distribution of such Qualifying Employer Securities until the
                  last day of the Plan Year following the Plan Year in which the
                  Exempt Loan is repaid. The Benefits Advisory Committee shall
                  apply the provisions of this Section 11.04(7) in a
                  nondiscriminatory and uniform manner.

11.05    Limitations on Timing. Notwithstanding any other provision of the Plan
         to the contrary, distributions must occur at least as rapidly as
         required under this Section 11.05.

         (1)      A Participant's entire interest in the Plan shall be
                  distributed to him no later than the Required Beginning Date
                  based on the balance in his Accounts as of the Valuation Date
                  coinciding with or immediately preceding the Required
                  Beginning Date.

                  If a Participant dies prior to the payment of benefits, the
                  Participant's benefits shall be distributed as soon as
                  practicable following the Participant's death, and, in any
                  event, within five (5) years of the Participant's death.

                  All distributions of or with respect to a Participant's
                  benefits shall be made in accordance with Code Section
                  401(a)(9) (including the regulations thereunder), and the
                  provisions of the Plan relating to the payment of such
                  distributions shall be interpreted and applied in accordance
                  with Code Section 401(a)(9). The provisions of Code Section
                  401(a)(9) shall control over any distribution option or other
                  provision of the Plan which is inconsistent with the
                  provisions of Code Section 401(a)(9).

         (2)      As of the first Distribution Calendar Year, distributions, if
                  not made in a lump sum, may only be made over one of the
                  following periods (or a combination thereof):


                                       39
<PAGE>

                  (a)      a period certain not extending beyond the life
                           expectancy of the Participant, or

                  (b)      a period certain not extending beyond the joint and
                           last survivor expectancy of the Participant and a
                           designated Beneficiary.

         (3)      If the Participant's interest is to be distributed in other
                  than a lump sum, the following minimum distribution rules
                  shall apply on or after the Required Beginning Date:

                  (a)      If a Participant's Benefit is to be distributed over
                           (i) a period not extending beyond the life expectancy
                           of the Participant or the joint life and last
                           survivor expectancy of the Participant and the
                           Participant's designated beneficiary or (ii) a period
                           not extending beyond the life expectancy of the
                           designated Beneficiary, the amount required to be
                           distributed for each calendar year, beginning with
                           distributions for the first Distribution Calendar
                           Year, must at least equal the quotient obtained by
                           dividing the Participant's Benefit by the Applicable
                           Life Expectancy.

                  (b)      The amount to be distributed each year, beginning
                           with distributions for the first Distribution
                           Calendar Year shall not be less than the quotient
                           obtained by dividing the Participant's Benefit by the
                           lesser of (i) the Applicable Life Expectancy or (ii)
                           if the Participant's spouse is not the designated
                           Beneficiary, the applicable divisor determined from
                           the table set forth in Q&A-4 of Section 1.401(a)(9)-2
                           of the Proposed Regulations. Distributions after the
                           death of the Participant shall be distributed using
                           the Applicable Life Expectancy in Subsection
                           11.05(3)(a) above as the relevant divisor without
                           regard to Proposed Regulations Section 1.401(a)(9)-2.

                  (c)      The minimum distribution required for the
                           Participant's first Distribution Calendar Year must
                           be made on or before the Participant's Required
                           Beginning Date. The minimum distribution for other
                           calendar years, including the minimum distribution
                           for the Distribution Calendar Year in which the
                           Associate's Required Beginning Date occurs, must be
                           made on or before December 31 of that Distribution
                           Calendar Year.

         (4)      If a Participant dies after distribution of his or her benefit
                  under the Plan has commenced, the remaining portion of such
                  benefit will continue to be distributed at least as rapidly as
                  under the method of distribution being used prior to the
                  Participant's death.

                  If the Participant dies before distribution of his or her
                  benefit commences, the Participant's entire interest will be
                  distributed no later than the December 31 of the calendar year
                  which contains the fifth anniversary of the date of the
                  Participant's death except to the extent that an election is
                  made to receive the distribution in accordance with Subsection
                  11.05(4)(a) or (b) below:

                  (a)      if any portion of the Participant's interest is
                           payable to a designated Beneficiary, distributions
                           may be made in substantially equal installments over
                           a period certain not greater than the life expectancy
                           of the designated Beneficiary commencing no later
                           than the December 31 of the calendar year following
                           the calendar year of the Participant's death;


                                       40
<PAGE>

                  (b)      if the designated Beneficiary is the Participant's
                           surviving spouse, the date distributions are required
                           to begin shall not be earlier than the December 31 of
                           the calendar year in which the Participant would have
                           attained age seventy and one-half (70-1/2), or, if
                           later, the December 31 of the calendar year following
                           the calendar year in which the Participant died, and,
                           if the spouse dies before payments begin, subsequent
                           distributions shall be made as if the spouse had been
                           the Participant.

                  If the Participant's designated Beneficiary does not elect a
                  method of distribution by the earlier of (i) the December 31
                  of the calendar year in which distributions would be required
                  to begin under (a) or (b) of this Subsection 11.05(4), or (ii)
                  December 31 of the calendar year which contains the fifth
                  anniversary of the date of death of the Participant, the
                  Participant's entire interest will be distributed no later
                  than the December 31 of the calendar year which contains the
                  fifth anniversary of the Participant's death.

                  For purposes of this Subsection 11.05(4), any amount paid to a
                  child of the Participant will be treated as if it had been
                  paid to the surviving spouse if the amount becomes payable to
                  the surviving spouse when the child reaches the age of
                  majority.

         (5)      For purposes of this Section 11.05, payments will be
                  calculated by use of the return multiples specified in
                  Treasury Regulation Section 1.72-9. Life expectancy of a
                  Participant, or his surviving spouse, or both, may be
                  recalculated annually; provided, however, that if such
                  Participant or his surviving spouse do not elect to have his
                  or her life expectancy recalculated, it shall not be
                  recalculated; provided further, in the case of any other
                  designated Beneficiary, such life expectancy shall be
                  calculated at the time payment first commences without further
                  recalculation.

         (6)      For purposes of this Section 11.05, the following terms shall
                  have the following meanings:

                  (a)      "Applicable Life Expectancy" means the life
                           expectancy (or joint and last survivor expectancy)
                           calculated using the attained age of the Participant
                           (or designated Beneficiary) as of the Participant's
                           (or designated Beneficiary's) birthday in the
                           applicable calendar year reduced by one (1) for each
                           calendar year which has elapsed since the date life
                           expectancy was first calculated. If life expectancy
                           is being recalculated, the Applicable Life Expectancy
                           shall be the life expectancy as so recalculated. The
                           applicable calendar year shall be the first
                           Distribution Calendar Year, and if life expectancy is
                           being recalculated such succeeding calendar year.

                  (b)      "Distribution Calendar Year" shall mean a calendar
                           year for which a minimum distribution is required.
                           For distributions beginning before the Participant's
                           death, the first Distribution Calendar Year is the
                           calendar year immediately preceding the calendar year
                           which contains the Participant's Required Beginning
                           Date. For distributions beginning after the
                           Participant's death, the first Distribution Calendar
                           Year is the calendar year in which distributions are
                           required to begin pursuant to Subsection 11.05(4)
                           above.

                  (c)      "Participant's Benefit" shall mean the Account as of
                           the last Valuation Date in the calendar year
                           immediately preceding the Distribution Calendar Year
                           ("Valuation Calendar Year") increased by the amount
                           of any contributions or forfeitures allocated to the
                           Account as of dates in the Valuation Calendar Year
                           after the Valuation Date and decreased by
                           distributions made in the Valuation Calendar Year
                           after the


                                       41
<PAGE>
                           Valuation Date; provided, however, that if any
                           portion of the minimum distribution for the first
                           Distribution Calendar Year is made in the second
                           Distribution Calendar Year on or before the Required
                           Beginning Date, the amount of the minimum
                           distribution made in the second Distribution Calendar
                           Year shall be treated as if it had been made in the
                           immediately preceding Distribution Calendar Year.

11.06    Payments on Personal Receipt Except in Case of Legal Disability. All
         payments to any Participant, Beneficiary or Alternate Payee from the
         Trust Fund shall be made to the recipient entitled thereto in person or
         upon his personal receipt, in a form satisfactory to the Benefits
         Advisory Committee, except when the recipient entitled thereto shall be
         under a legal disability, or, in the sole judgment of the Benefits
         Advisory Committee, shall otherwise be unable to apply such payments in
         furtherance of his own interests and advantage. The Benefits Advisory
         Committee may, in such event, in its sole discretion, direct all or any
         portion of such payments to be made in any one or more of the following
         ways: (1) directly to such person, (2) to the guardian of his person or
         of his estate, even though appointed by a court other than a Texas
         state court, (3) to a custodian under any applicable Uniform Gifts to
         Minors Act or Uniform Transfers to Minors Act, or (4) to a person
         appointed as his personal representative.

         Notwithstanding the foregoing, the Benefits Advisory Committee may
         elect to have a court of applicable jurisdiction determine to whom a
         payment or payments should be made. The decision of the Benefits
         Advisory Committee, in each case, will be final, binding and conclusive
         upon all persons ever interested hereunder, and the Benefits Advisory
         Committee shall not be obliged to see to the proper application or
         expenditure of any payments so made. Any payment made pursuant to the
         power herein conferred upon the Benefits Advisory Committee shall
         operate as a complete discharge of all obligations of the Trustee and
         the Benefits Advisory Committee, to the extent of the amounts so paid.

11.07    Benefits Payable Pursuant to a Qualified Domestic Relations Order.
         Notwithstanding any other provision of the Plan to the contrary,
         immediate distribution of benefits payable to an Alternate Payee
         pursuant to a Qualified Domestic Relations Order shall be permitted
         even though the Participant whose benefits have been assigned to the
         Alternate Payee would not be entitled to receive a distribution at such
         time, if all of the following requirements are met: (a) the
         Participant's Account is one hundred percent (100%) vested and
         nonforfeitable at such time pursuant to Section 10.01 hereof, (2) the
         entire amount payable to the Alternate Payee does not exceed Five
         Thousand Dollars ($5,000), or the Alternate Payee has requested
         immediate distribution in writing, (3) allocation pursuant to Section
         6.04 hereof of all amounts required to be paid to the Alternate Payee
         has been completed, and (4) the Qualified Domestic Relations Order
         requires or permits immediate distribution.

         In the event an Alternate Payee dies prior to distribution of the
         amounts payable to the Alternate Payee pursuant to the Qualified
         Domestic Relations Order, the amount payable shall be distributed as
         provided in the Qualified Domestic Relations Order. If the Qualified
         Domestic Relations Order does not specify how such amounts are to be
         distributed in the event of the Alternate Payee's death, the Benefits
         Advisory Committee may ascertain the requirements of applicable law by
         filing an interpleader or declaratory judgment action in a court of
         competent jurisdiction.

11.08    Restrictions on Transfer of Company Stock.

         (1)      Federal Securities Laws. The Company presently does not intend
                  to register under the Securities Act of 1993 (the "1993 Act")
                  the shares of Company Stock to be distributed to Participants
                  or their Beneficiaries. As a result, shares of Company Stock
                  distributed under


                                       42
<PAGE>
                  the Plan may be "restricted securities." Restricted securities
                  may not be sold unless they are registered under the 1933 Act
                  by the Company, or unless an exemption from registration is
                  available. If the Company does not register the shares of
                  Company Stock for resale by Participants or their
                  Beneficiaries, and if such persons desire to sell the shares
                  of Company Stock distributed to them, they will be required to
                  sell the shares of Company Stock in transactions exempt from
                  registration under the 1933 Act. The Company will not permit
                  shares of Company Stock to be transferred unless it is
                  satisfied that any proposed transfer of Company Stock is
                  exempt from the registration requirements of the 1933 Act.

         (2)      Other Restrictions. All transactions involving shares of
                  Company Stock, including distributions, purchases, and sales,
                  shall be made only in compliance with applicable federal and
                  state laws, regulations and rules. All such transactions shall
                  also be subject to all restrictions and limitations imposed on
                  all shares of Company Stock provided for in the Company's
                  articles of incorporation and bylaws, as amended from time to
                  time.

         (3)      Legends. The Company reserves the right to cause appropriate
                  legends to be imprinted on the certificates representing
                  shares of Company Stock distributed under this Plan to reflect
                  all restrictions and limitations referred to in this Section
                  11.08.

         (4)      Notices. The Benefits Advisory Committee and the Company shall
                  send all notices required with respect to shares of Company
                  Stock to the last known address of each Participant or
                  Beneficiary who is required to receive notices regarding such
                  Company Stock, and it shall be the duty of the Participant and
                  Beneficiary to inform the Benefits Advisory Committee of any
                  changes in address.

11.09    Distribution Following Diversification Election. A Participant who has
         attained age fifty-five (55) and completed at least ten (10) years of
         participation in the Plan may elect in writing, within ninety (90) days
         after the close of each Plan Year during the applicable election
         period, to diversify the investment of twenty-five percent (25%) of his
         Account balance to the extent that such portion of his Account balance
         exceeds the amount to which all prior elections under this Section
         applies. However, this Section 11.09 shall only apply to that portion
         of the Participant's Account balances attributable to Company Stock
         acquired by or contributed to the Plan after December 31, 1986.
         Further, this Section 11.09 shall only apply to a Participant if the
         fair market value (determined at the Valuation Date immediately
         preceding the first day on which the Participant would otherwise be
         eligible to make an election hereunder) of Company Stock acquired by or
         contributed to the Plan (and any other employee stock ownership plan
         maintained by the Sponsoring Company or any affiliated company) after
         December 31, 1986, and allocated to such Participant's Account, is more
         than Five Hundred Dollars ($500) (or such larger de minimis amount as
         may be designated by the Secretary of Treasury). If a Participant's
         Account includes post-1986 Company Stock exceeding the above-described
         de minimis amount at any time during the election period, then such
         post-1986 Company Stock shall be subject to this Section 11.09 for all
         subsequent years of the election period regardless of the value of such
         Company Stock.

         The portion of a Participant's Account balances subject to this Section
         11.09 shall be determined by multiplying the number of shares of
         Company Stock held in the Account by a fraction, the numerator of which
         is the number of shares acquired by the Plan after December 31, 1986,
         and allocated to the Participants' Accounts (not to exceed the number
         of shares held by the Plan on the date the individual becomes eligible
         to make an election under this Section) and the denominator of which is
         the total number of shares held by the Plan at the date the individual
         becomes eligible to make an election under this Section.


                                       43
<PAGE>

         With respect to the last Plan Year during the election period, the
         Participant may elect to diversity the investment of fifty percent
         (50%) of his Account balances subject to this Section less the amount
         subject to all prior elections. The applicable election period for
         purposes of this Section shall be the six (6) Plan Year period
         beginning with the Plan Year following the later of the Plan Year in
         which the Participant attains age fifty-five (55) or the Plan Year in
         which the Participant completes ten (10) years of participation in the
         Plan. If a Participant elects to diversify his Account balances in
         accordance with this Section, he shall receive a distribution of the
         portion of his Account balances subject to the election, in whole
         shares of Company Stock plus cash for any fractional shares, or an
         equivalent amount of cash, no later than one hundred eighty (180) days
         after the last day of the Plan Year to which the election applies. No
         fractional shares shall be distributed under this Section 11.09.

11.10    Right to Require Repurchase of Shares of Company Stock. Subject to the
         following provisions of this Section 11.10, if at the time of
         distribution hereunder the shares of Company Stock distributed from the
         Trust Fund to a Participant or his Beneficiary with respect to a Plan
         Year are not publicly traded or are subject to a trading limitation (as
         hereafter defined), the Former Participant or Beneficiary shall have an
         option (the "Put") to require the Sponsoring Company to purchase all
         shares of Company Stock distributed from the Trust Fund to the Former
         Participant or Beneficiary for such Plan Year. For purposes of the
         preceding sentence, a "trading limitation" is a restriction under any
         federal or state securities law, or any regulation thereunder, or an
         agreement, which would make the shares of Company Stock not as freely
         tradeable as shares of Company Stock not subject to such restriction.

         The Put may be exercised at any time during the Option Period (as
         hereinafter defined) by giving the Sponsoring Company written notice of
         the election to exercise the Put. The Option Price (as hereinafter
         defined) shall be payable in cash and/or in installments (as provided
         below) beginning not later than thirty (30) days after the Sponsoring
         Company receives written notice of the election by the Former
         Participant or Beneficiary to exercise the Put. The Put may be
         exercised by a Former Participant or Beneficiary only during the Option
         Period relating to a distribution of shares of Company Stock under
         Section 11.01 to the Former Participant or Beneficiary.

         The "Option Period" shall be the sixty (60) day period following the
         day on which a Participant or his Beneficiary receives a distribution
         of shares of Common Stock under Section 11.01; if the Put is not
         exercised within this first sixty (60) day period, it may be exercised
         during a second "Option Period" which shall be a sixty (60) day period
         beginning on the first day of the third month of the Plan Year which
         follows the Plan Year of distribution of such shares of Common Stock.
         Notwithstanding the foregoing, the Option Period shall be extended by
         the amount of time during which the Sponsoring Company is unable to
         honor the Put by reason of applicable federal or state law.

         The "Option Price" shall be the fair market value as determined
         pursuant to Treasury Regulations Section 54.4975-11(d)(5) of each share
         of Company Stock as determined by the Sponsoring Company as of the
         Valuation Date immediately preceding the date the Put is exercised,
         multiplied by the number of shares to be sold under the Put.
         Notwithstanding the provisions of this paragraph, the Option Price
         shall be determined on the date the Put is exercised if the transaction
         involves a "Disqualified Person" within the meaning of Code Section
         4975.

         Payment of the Option Price for shares of Company Stock subject to the
         Put shall be made either in a lump sum or in installments as determined
         by the Sponsoring Company. In the event payments are made in
         installments, the installment obligation shall (1) be adequately
         secured as determined by the Sponsoring Company, (2) bear interest
         equal to the Sponsoring Company's long-term debt borrowing rate from
         its senior lenders or such other reasonable rate of interest as
         determined by the Sponsoring


                                       44
<PAGE>
         Company to be determined on a uniform and nondiscriminatory basis, but
         in no event shall such rate of interest be greater than the maximum
         non-usurious rate of interest permitted to be charged on such
         indebtedness under Texas law, (3) require that the payments be made in
         annual installments, (4) have a payment period of five (5) years from
         the date the Put is exercised, (5) require that any payments pursuant
         to the installment obligation must begin to be made no later than
         thirty (30) days after the date the Put is exercised, and (6) permit
         the Sponsoring Company to prepay the amount of any remaining
         installments without penalty.

         The Put granted to a Former Participant or Beneficiary hereunder shall
         not be assignable, except that the Former Participant's donees or, in
         the event of a Participant's death, his personal representative shall
         be entitled to exercise the Put during the Option Period for which it
         is applicable.

         The Benefits Advisory Committee shall notify each Former Participant or
         Beneficiary who is eligible to exercise the Put of the fair market
         value of each share of Company Stock for the Valuation Date next
         following the date the Participant receives a distribution as soon as
         practicable following such determination.

         The Benefits Advisory Committee and the Sponsoring Company shall send
         all notices required under this Section to the last known address of a
         Former Participant or Beneficiary, and it shall be the duty of such
         persons to inform the Benefits Advisory Committee of any changes in
         address.

         The Trustee in its discretion may, with the Sponsoring Company's
         consent, assume the Sponsoring Company's obligation under this Section
         at the time a Former Participant or Beneficiary exercises the Put. If
         the Trustee does assume the Sponsoring Company's obligations, the
         foregoing provisions of this Section that apply to the Sponsoring
         Company shall also apply to the Trustee.

         The Put provided for in this Section shall also apply to shares of
         Company Stock that are publicly traded without restriction when
         distributed but which cease to be publicly traded or which become
         subject to a trading limitation during the Option Period. In such
         event, the Benefits Advisory Committee shall notify in writing each
         Former Participant or Beneficiary to whom the Put becomes applicable
         that the shares of Company Stock held by the Former Participant or
         Beneficiary are subject to the Put for the remainder of such Option
         Period and shall inform the Participant or Beneficiary of the terms of
         the Put. If written notice is given pursuant to this Section later than
         ten (10) days after the shares of Company Stock cease to be publicly
         traded or become subject to a trading limitation, the period during
         which the Put may be exercised shall be extended by the number of days
         between such tenth day and the date such notice is actually given.

11.11    Further Contributions. Except as otherwise provided in Section 11.07,
         shares of Company Stock acquired with an Exempt Loan shall not be
         subject to any other Put, call, or other option, or buy-sell or similar
         arrangement while held under the Plan or when distributed from the Plan
         to a Participant or Beneficiary, whether or not the Plan then
         constitutes an "employee stock ownership plan" within the meaning of
         Section 4975(e)(7) of the Code. In addition, the provisions of the
         preceding sentence and of Section 11.10 shall continue to apply to
         shares of Company Stock acquired with an Exempt Loan after the Exempt
         Loan has been satisfied and after the Plan ceases to constitute an
         "employee stock ownership plan" as described above.

11.12    Right of First Refusal.

         (1)      Except as provided in this Section 11.12, any Participant,
                  Beneficiary, or other person to whom shares of Company Stock
                  have been distributed shall, prior to any sale or other
                  transfer


                                       45
<PAGE>
                  of such shares (whether voluntary, involuntary, or by
                  operation of law, or bequest and whether for consideration or
                  gratuitous), first offer such shares to the Trustee in
                  writing, and then, if the offer is refused by the Trustee, to
                  the Company (such offer being hereinafter referred to as a
                  "Participant Offer"). In the event that the shares are offered
                  because the Distributee has received a bona fide offer from a
                  prospective purchaser (such offer being hereinafter referred
                  to as a "Third Party Offer"), then the Participant Offer shall
                  state the terms of the Third Party Offer received by the
                  Distributee, including the number of shares and price offered
                  for such shares. Subject to the provisions of Subsection
                  11.12(2), if the Trustee shall determine that there are
                  sufficient Trust assets, it may purchase the shares in
                  accordance with the written Participant Offer to the Trust. If
                  the Trustee elects not to purchase the shares, the Trustee
                  shall notify the Company of the written Participant Offer. If
                  the Trustee does not purchase the shares, the Company shall
                  have the right to purchase the shares upon the terms provided
                  above.

         (2)      Notwithstanding the terms of any offer to purchase shares of
                  Company Stock under this Section 11.12, the purchase price to
                  the shares so offered shall be deemed to be the greater of (a)
                  the fair market value of the shares of Company Stock as
                  determined pursuant to Section 54.4975-11(d)(5) of the
                  Treasury Regulations or (b) the price set out in the
                  Participant's Offer.

                  Payment for the Company Stock shall be paid for by the Trustee
                  (or if the Trustee refuses the Participant Offer, by the
                  Company) in a lump sum or in installments as determined by the
                  Company. In the event payments are made in installments, the
                  installment obligation shall (a) be adequately secured as
                  determined by the Company, (b) bear interest equal to the
                  Company's long-term debt borrowing rate from its senior
                  lenders or such other reasonable rate of interest as
                  determined by the Company to be determined on a uniform and
                  nondiscriminatory basis, but in no event shall such rate of
                  interest be greater than the maximum non-usurious rate of
                  interest permitted to be charged on such indebtedness under
                  Texas law, (c) require that the payments be made in annual
                  installments, (d) have a payment period of five (5) years from
                  the date the Company Stock is purchased, (e) require that any
                  payments pursuant to the installment obligation must begin to
                  be made no later than thirty (30) days after the date the
                  Company Stock is purchased, and (f) permit the Company to
                  prepay the amount of any remaining installments without
                  penalty.

         (3)      If neither the Trustee nor the Company purchases the shares as
                  set forth above within fourteen (14) days after receipt of
                  notice of the offer, then the Distributee shall be free to
                  sell or otherwise dispose of the shares for the price, on the
                  terms and for the reason stated in the written Participant
                  Offer to the Trustee.

         (4)      Any certificate issued by the Company representing shares of
                  Company Stock to be distributed pursuant to this Plan shall
                  bear (together with any other legend customarily placed on
                  certificates representing such stock) a conspicuous legend
                  describing the right of first refusal provided under this
                  Section 11.12 and identifying the restrictions upon the
                  transfer of such shares imposed under federal and state
                  securities laws and regulations. The legend shall state that
                  the shares have been issued without registration under the
                  federal or state securities laws, (and, if applicable, are
                  "restricted securities" as that term is defined in Rule 144
                  (promulgated pursuant to the Securities Act of 1933)) and may
                  be transferred only in compliance with the restrictions on
                  resale set forth in Rule 144. Anything to the contrary herein
                  notwithstanding, no purchase of Company Stock shall be made
                  pursuant to this Article if such purchase would violate
                  federal or state law, statutes, regulations or rulings.


                                       46
<PAGE>

         (5)      Notwithstanding anything to the contrary herein contained,
                  shares of Company Stock originally purchased by the Trustee
                  with the proceeds of an Exempt Loan shall be subject to a
                  right of first refusal only on the following conditions:

                  (a)      the Company Stock must not be publicly traded at the
                           time the right of first refusal is to be exercised;

                  (b)      the total period of time during which the Trustee or
                           the Sponsoring Company may exercise the right of
                           first refusal will be fourteen (14) days after
                           notification of the offer is received by the Trustee;
                           and

                  (c)      the purchase price paid for the Company Stock shall
                           not be less than the greater of (i) the fair market
                           value of the Company Stock determined pursuant to
                           Section 54.4975-11(d)(5) of the Treasury Regulations
                           or (ii) the price offered for the Company Stock by a
                           third party.

11.13    Execution of Documents. In the event that a purchase of shares is made
         by the Trustee or the Company as provided for in Article XI, the
         Distributee shall execute, at such time as requested by the Trustee,
         such stock powers or other documents required by the Trustee to
         transfer and convey ownership of the shares purchased to the Trustee or
         the Company.

11.14    Distribution of More than One Class of Securities. If interests in more
         than one (1) class of Company Stock have been allocated to the
         Participant's Account, each distribution to the Participant shall be
         made in substantially the same proportion of each such class.

11.15    Direct Rollovers to Eligible Retirement Plans.

         (1)      Notwithstanding any provision of the Plan to the contrary that
                  would otherwise limit a Distributee's election under this
                  Section, a Distributee may elect, at the time and in the
                  manner prescribed by the Benefits Advisory 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.

         (2)      For purposes of this Section 11.15, the following terms shall
                  have the following meanings:

                  (a)      "Eligible Rollover Distribution" means any
                           distribution of all or any portion of the balance to
                           the credit of the Distributee, except that an
                           Eligible Rollover Distribution does not include: (i)
                           any distribution that is one (1) 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 (10) years or more; (ii) any
                           distribution to the extent such distribution is
                           required under Code Section 401(a)(9); (iii) 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); and (iv) for Plan
                           Years beginning on or after January 1, 1999, any
                           hardship distribution described in Code Section
                           401(k)(2)(B)(i)(IV).


                                       47
<PAGE>

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

                  (c)      "Distributee" means an Associate or former Associate.
                           In addition, the Associate's or former Associate's
                           surviving spouse and the Associate's or former
                           Associate's spouse or former spouse who is the
                           Alternate Payee under a Qualified Domestic Relations
                           Order are Distributees with regard to the interest of
                           the spouse or former spouse.

                  (d)      "Direct Rollover" means a payment by the Plan to the
                           Eligible Retirement Plan specified by the
                           Distributee.

11.16    Diversification Requirements. Subject to paragraph (d) of this Section
         11.16, to the extent required by Section 401(a)(28)(B) of the Code, and
         notwithstanding the provisions of Section 16.04, each Qualified
         Participant may elect, within ninety (90) days after the end of each
         Plan Year that is within the Diversification Election Period, to
         receive a distribution from the Plan of up to (a) twenty-five percent
         (25%) of Qualified Contributions that have ever been allocated to the
         Qualified Participant's Account, less (b) the number of shares of
         Company Stock previously distributed, transferred or diversified
         pursuant to a diversification election. However, in the last year of
         the Diversification Election Period, the preceding sentence shall be
         applied by substituting "fifty percent (50%)" for "twenty-five percent
         (25%)."

         (1)      Delivery of Diversification Distribution. A Qualified
                  Participant shall receive a distribution elected pursuant to
                  this Section 11.16 within ninety (90) days after the last day
                  of the period during which an election can be made.

         (2)      Delivery of Company Stock. The number of shares of Company
                  Stock that are delivered to a Participant who makes an
                  election hereunder shall be the whole number of shares elected
                  to be received hereunder with any fractional amount paid in
                  cash, based upon fair market value of the shares. Such shares
                  of Company Stock delivered to the Participant must consist of
                  Company Stock that, immediately prior to distribution
                  hereunder, is subject to the Put option requirements of
                  Section 11.10.

         (3)      No Effect on Other Distributions. Any distribution that is
                  made pursuant to this Section 11.16 shall not be taken into
                  consideration in determining whether or not subsequent
                  distribution is a lump sum distribution, as defined in Section
                  402(d)(4)(A) of the Code.

11.17    Alternate Forms of Benefit. Notwithstanding anything to the contrary
         herein, any Plan provision which restricts or would deny a Participant
         through the withholding of consent or the exercise of discretion by
         some person or persons other than the Participant (and where relevant,
         other than the Participant's spouse) of an "alternate form of benefit"
         is hereby amended by the deletion of the consent or discretion
         requirement. An "alternate form of benefit" encompasses the different
         forms of benefit payment available under the Pan which provides that:
         (a) a Participant's benefits under the Plan may be paid in more than
         one (1) form, or (b) payment of a particular form of benefit may
         commence at some time earlier than the normal date for the commencement
         of such benefit.


                                       48
<PAGE>

11.18    In-Service Withdrawals. In-Service withdrawals to Participants are not
         allowed under the Plan for any reason.

11.19    Loans. Loans to Participants are not allowed under the Plan for any
         reason.

                                   ARTICLE XII

                                  EXEMPT LOANS

12.01    Investment Committee Direction. Subject to the limitations of Section
         12.02, the Investment Committee may direct the Trustee to make Exempt
         Loans, the proceeds of which are to be used for acquiring Qualifying
         Employer Securities or repaying a prior Exempt Loan.

12.02    Limitations.

         (1)      Primary Benefit Requirement. An Exempt Loan must be made
                  primarily for the benefit of Participants and Beneficiaries.

         (2)      Net Effect of Exempt Loan. At the time that an Exempt Loan is
                  made, the interest rate charged therefor and the price of the
                  Qualifying Employer Securities to be acquired with the
                  proceeds thereof must not be such that the assets of the Trust
                  Fund might be drained off.

         (3)      Arm's Length Standard. The terms of an Exempt Loan must, at
                  the time such loan is made, be at least as favorable to the
                  Trust as the terms of a comparable loan resulting from arm's
                  length negotiations between independent parties.

         (4)      Use of Loan Proceeds. The proceeds of an Exempt Loan must be
                  used within a reasonable time after their receipt by the
                  Trustee only for any or all of the following purposes:

                  (a)      To acquire Qualifying Employer Securities;

                  (b)      To repay such loan; or

                  (c)      To repay a prior Exempt Loan.

         (5)      Puts, Calls, etc. Except as provided in Sections 11.10 and
                  11.12 hereof, no Qualifying Employer Security acquired with
                  the proceeds of an Exempt Loan may be subject to a Put, call
                  other option, or buy-sell or similar arrangement while held by
                  the Trustee and when distributed from the Trust.

         (6)      Interest Rate. The interest rate charged under an Exempt Loan
                  must not be in excess of a reasonable rate of interest.

         (7)      Term. An Exempt Loan must be for a specific term, and may not
                  be payable at the demand of any person, except in the case of
                  default.

12.03    Liability and Collateral. All Exempt Loans shall be without recourse
         against the Trust. Furthermore, the only Trust assets that may be given
         as collateral for an Exempt Loan are Qualifying Employer


                                       49
<PAGE>
         Securities acquired with the proceeds of the Exempt Loan and Qualifying
         Employer Securities that were given as collateral for a prior Exempt
         Loan that is to be repaid out of the proceeds of a current Exempt Loan.

         Any Qualifying Employer Securities given as collateral for an Exempt
         Loan shall be allocated to a Suspense Account created pursuant to
         Section 5.02. No person entitled to payment under an Exempt Loan shall
         have any right to Trust assets other than the following:

         (1)      Collateral given for the Exempt Loan;

         (2)      Company Contributions (other than contributions of Qualifying
                  Employer Securities) that are made hereunder for purposes of
                  being applied by the Trustee to satisfy its obligations under
                  the Exempt Loan; and

         (3)      Earnings attributable to Qualifying Employer Securities given
                  as collateral for the Exempt Loan and earnings attributable to
                  the investment of Company Contributions described in paragraph
                  (1) of this Section 12.03.

12.04    Repayment of Exempt Loan. Principal and interest payable under an
         Exempt Loan shall be satisfied out of:

         (1)      Company Contributions (other than contributions of the Trustee
                  to satisfy its obligations under the Exempt Loan);

         (2)      Earnings attributable to the investment of such contributions;
                  and

         (3)      Earnings attributable to Qualifying Employer Securities
                  purchased with the proceeds of the Exempt Loan;

         provided, however, that the payments made under an Exempt Loan by the
         Trustee during any Plan Year shall not exceed an amount equal to the
         sum of such contributions and earnings received during the Plan Year
         and prior Plan Years minus payments that may be used by the Trustee to
         make payments under an Exempt Loan and shall be accounted for
         separately in the books and records of the Trust until the Exempt Loan
         is repaid in full.

         Notwithstanding any provision to the contrary, all Company
         Contributions (except contributions of Qualifying Employer Securities)
         made hereunder during the term of an Exempt Loan shall be deemed to be
         made for purposes of being used by the Trustee to satisfy its
         obligations under the Exempt Loan. Furthermore, all payments made by
         the Trustee under an Exempt Loan shall be first charged against Company
         Contributions available for making such payments. Earnings that may be
         used under this Section 12.04 to make payments under an Exempt Loan
         shall be deemed to have been used for that purpose only to the extent
         that payments made under the Exempt Loan during any Plan Year are in
         excess of the total Company Contributions available to the Trustee for
         making payments under the Exempt Loan.

12.05    Default. In the event of default upon an Exempt Loan, the value of
         Trust assets transferred in satisfaction of such loan shall not exceed
         the amount of default. In addition, if the payee under an Exempt Loan
         is a Disqualified Person or a Party in Interest, Trust assets will be
         transferred in satisfaction of the loan upon default only upon and to
         the extent of the failure of the Trustee to meet the payment schedule
         under the loan.


                                       50
<PAGE>

12.06    Release of Collateral. A portion of any Qualifying Employer Securities
         purchased with the proceeds of an Exempt Loan and given as security
         therefore shall be released from the Suspense Account established with
         respect to such loan each Plan Year during which the payment of amounts
         due under the loan is made. For each Plan Year during the term of the
         Exempt Loan the number of Qualifying Employer Securities to be released
         from the Suspense Account relating to such loan shall equal the number
         of Qualifying Employer Securities allocated to such account immediately
         before the lease for the current Plan Year multiplied by a fraction,
         the numerator of which is the amount of principal and interest paid
         under the Exempt Loan for the current Plan Year and the denominator of
         which is the sum of the numerator plus the principal and interest to be
         paid under the Exempt Loan for all future years. For purposes of
         computing the denominator of the above fraction, the number of future
         years under the Exempt Loan shall be determined without taking into
         account any possible extension or renewal periods. If the interest rate
         under the Exempt Loan is variable, the interest to be paid in future
         years shall be computed by using the interest rate applicable as of the
         end of the current Plan Year.

         Notwithstanding the preceding provisions of this Section 12.06, the
         Benefits Advisory Committee, in its sole and absolute discretion, may
         determine the number of Qualifying Employer Securities to be released
         from the Suspense Account for any Plan Year by reference to principal
         payments only; provided, however, that if this method of determination
         is used, the following requirements must be satisfied:

         (1)      The Exempt Loan must provide for annual payments of principal
                  and interest at a cumulative rate that is not less rapid at
                  any time than level payments of such amounts for ten (10)
                  years.

         (2)      The interest included in any payment under the Exempt Loan is
                  disregarded only to the extent that it would be determined to
                  be interest under standard loan amortization tables.

         This alternative method of determining the number of Qualifying
         Employer Securities to be released from the Suspense Account for any
         Plan Year may not be used if, by reason of a renewal, extension, or
         refinancing, the sum of the expired duration of the Exempt Loan, the
         renewal period, the extension period, and the duration of a new Exempt
         Loan (the proceeds of which are to be used to repay the Exempt Loan)
         exceeds ten (10) years.

         If more than one (1) class of Qualifying Employer Securities is given
         as collateral for the Exempt Loan, the number of Qualifying Employer
         Securities of each class to be released from the Suspense Account for
         any Plan Year shall be determined by applying the same fraction to each
         class.

12.07    Leveraged Employee Stock Ownership Plan. If an Exempt Loan is made by
         the Trustee pursuant to Section 12.01, concurrently therewith the Plan
         shall become a "Leveraged Employee Stock Ownership Plan" (as defined in
         Section 4975(e)(7) of the Code).

         Notwithstanding any provision contained herein to the contrary, upon
         the making of an Exempt Loan by the Trustee, the term "Qualifying
         Employer Security" shall mean:

         (1)      Common stock issued by the Employer (or by a corporation which
                  is a member of the same controlled group as defined in Section
                  1563(a) of the Code determined without regard to Section 1563
                  (a)(4) and Section 1563(e)(3)(C) of the Code) which is readily
                  tradeable on an established stock market; or


                                       51
<PAGE>

         (2)      If there is no common stock which meets the requirements of
                  subparagraph (1), common stock issued by the Employer (or by a
                  corporation which is a member of the same controlled group as
                  defined in Section 1563(a) of the Code determined without
                  regard to Section 1563(a)(4) and Section 1563(e)(3)(C) of the
                  Code) having a combination of voting power and dividend rights
                  equal to or in excess of:

                  (a)      that class of common stock of the Employer (or of any
                           other such corporation) having the greatest voting
                           power; and

                  (b)      that class of stock of the Employer (or of any other
                           such corporation) having the greatest dividend
                           rights; or

         (3)      Noncallable preferred stock issued by the Employer (or by a
                  corporation which is a member of the same controlled group as
                  defined in Section 1563(a) of the Code determined without
                  regard to Section 1563(a)(4) and Section 1563(e)(3)(C) of the
                  Code) if:

                  (a)      such stock is convertible at any time into common
                           stock which is readily tradeable on an established
                           securities market; and

                  (b)      such conversion is set at a conversion price which
                           (as of the date of the acquisition by the Plan) is
                           reasonable.

                                  ARTICLE XIII

                               INSURANCE CONTRACTS

13.01    General Insurance Investment. Upon the written direction of the
         Investment Committee, the Trustee shall apply for and pay premiums on
         Insurance Contracts for the benefit of the Trust Fund as a whole, and
         such contract may be on the lives of any persons in whom there is an
         insurable interest, including Participants. Insurance Contracts held
         for the benefit of the Trust Fund as a whole shall be treated as
         investments of the Trust Fund and the cash value thereof shall be used
         in valuing the Trust Fund. All premiums paid thereon by the Trustee
         shall be charged against the Trust Fund as a whole and not to any
         specific Accounts. All dividends, death benefits, and other payments
         received by the Trustee by reason of such Insurance Contracts shall be
         credited to the Trust Fund the same as proceeds derived from the sale
         of an asset held thereunder. The Investment Committee may, in its sole
         discretion, authorize the Trustee to use any amount of dividends to pay
         premiums; or borrow against the cash surrender value of an Insurance
         Contract on the Participant's life in order to pay the premiums.

13.02    Insurance Company Not a Party to Agreement. No insurance company is a
         party to this Plan nor shall any insurance company be responsible for
         its validity.

13.03    Insurance Company Not Responsible for Trustee's Action. No insurance
         company is required to examine the terms of this Plan nor be
         responsible for any action taken by the Trustee.

13.04    Insurance Company Reliance on Trustee's Signature. For the purpose of
         making application to any insurance company and in the exercise of any
         right or option contained in any policy or annuity, the insurance
         company may rely upon the signature of the Trustee and shall be saved
         harmless and completely discharged in acting at the direction and
         authorization of the Trustee.


                                       52
<PAGE>

13.05    Acquittance. An insurance company shall be discharged from liability
         for any amount paid to the Trustee or paid in accordance with the
         direction of the Trustee, and it shall not be obligated to see to the
         distribution or further application of any monies it so pays.

13.06    Duties of Insurance Company. Each insurance company shall keep such
         records; make such identification of contracts, funds and accounts
         within funds; and supply such information as may be necessary for the
         proper administration of the Plan under which it is carrying Insurance
         Contracts.

                                   ARTICLE XIV

                MISCELLANEOUS PROVISIONS RESPECTING PARTICIPANTS

14.01    Participants to Furnish Required Information.

         (1)      Each Participant shall furnish to the Benefits Advisory
                  Committee such information as the Benefits Advisory Committee
                  considers necessary or desirable for purposes of administering
                  the Plan, and the provisions of the Plan respecting any
                  payments hereunder are conditional upon the Participant's
                  furnishing promptly such true, full and complete information
                  as the Benefits Advisory Committee may reasonably request.

         (2)      Each Participant shall submit proof of such Participant's age
                  to the Benefits Advisory Committee. The Benefits Advisory
                  Committee shall, if such proof of age is not submitted as
                  required, use as conclusive evidence thereof, such information
                  as is deemed by it to be reliable, regardless of the source of
                  such information. Any adjustment required by reason of lack of
                  proof or the misstatement of the age of persons entitled to
                  benefits hereunder, by the Participant or otherwise, shall be
                  in such manner as the Benefits Advisory Committee deems
                  equitable.

         (3)      Any notice or information which according to the terms of the
                  Plan or the rules of the Benefits Advisory Committee must be
                  filed with the Benefits Advisory Committee, shall be deemed so
                  filed if addressed and either delivered in person or mailed,
                  postage fully prepaid, to the Benefits Advisory Committee.
                  Whenever a provision herein requires that a Participant (or
                  the Participant's Beneficiary) give notice to the Benefits
                  Advisory Committee within a specified number of days or by a
                  certain date, and the last day of such period, or such date,
                  falls on a Saturday, Sunday, or Employer holiday, the
                  Participant (or the Participant's Beneficiary) will be deemed
                  in compliance with such provision if notice is delivered in
                  person to the Benefits Advisory Committee or is mailed,
                  properly addressed, postage prepaid, and postmarked on or
                  before the business day next following such Saturday, Sunday
                  or Employer holiday. The Benefits Advisory Committee may, in
                  its sole discretion, modify or waive any specified notice
                  requirement; provided, however, that such modification or
                  waiver must be administratively feasible, must be in the best
                  interest of the Participant, and must be made on the basis of
                  rules of the Benefits Advisory Committee which are applied
                  uniformly to all Participants.

14.02    Participants' Rights in Trust Fund. No Participant or other person
         shall have any right, title or interest in, to or under the Trust Fund,
         or any part of the assets thereof, except and to the extent expressly
         provided in the Plan.


                                       53
<PAGE>

14.03    Inalienability of Benefits.

         (1)      Restrictions on Assignment. The benefits provided hereunder
                  are intended for the personal security of persons entitled to
                  payment under the Plan, and are not subject in any manner to
                  the debts or other obligations of the persons to whom they are
                  payable. The interest of a Participant or such Participant's
                  Beneficiary or Beneficiaries may not be sold, transferred,
                  assigned or encumbered in any manner, either voluntarily or
                  involuntarily, and any attempt so to anticipate, alienate,
                  sell, transfer, assign, pledge, encumber, or charge the same
                  shall be null and void; neither shall the Trust Fund nor any
                  benefits thereunder or hereunder be liable for or subject to
                  the debts, contracts, liabilities, engagements or torts of any
                  person to whom such benefits or funds are payable, nor shall
                  they be subject to garnishment, attachment, or other legal or
                  equitable process nor shall they be an asset in bankruptcy.
                  All of the provisions of this Section 14.03, however, are
                  subject to Section 11.06 to withholding of any applicable
                  taxes and to assignments permitted by Code Section 401(a)(13).

         (2)      Exception for Benefit Payable Pursuant to a Qualified Domestic
                  Relations Order.

                  (a)      The prohibitions contained in Subsection 14.03(1)
                           hereof shall not apply to the creation, assignment or
                           recognition of a right to any benefit payable with
                           respect to a Participant pursuant to a Qualified
                           Domestic Relations Order.

                  (b)      The Plan Administrator shall establish written
                           procedures for the determination of the qualified
                           status of a domestic relations order.

                  (c)      Upon receiving a domestic relations order, the Plan
                           Administrator shall notify the Participant and
                           Alternate Payee named in the order, in writing, of
                           the receipt of the order and the Plan's procedures
                           for determining the qualified status of the order.
                           Within a reasonable period of time after receiving
                           the domestic relations order, the Plan Administrator
                           shall determine the qualified status of the order and
                           shall notify the Participant and the Alternate Payee,
                           in writing, of its determination. The Plan
                           Administrator shall provide notice under this
                           paragraph by mailing such notice to the individual's
                           address specified in the domestic relations order, or
                           in a manner consistent with Department of Labor
                           regulations.

                  (d)      During any period in which the issue of whether a
                           domestic relations order is a Qualified Domestic
                           Relations Order is being determined, notwithstanding
                           any other provision of the Plan to the contrary, the
                           Benefits Advisory Committee shall separately account
                           for the amounts which would have been payable during
                           such period to an Alternate Payee pursuant to a
                           Qualified Domestic Relations Order, if such order had
                           been determined to be a Qualified Domestic Relations
                           Order. During the period such amounts are separately
                           accounted for under the Plan, such amounts shall
                           remain subject to the general investment provisions
                           of the Plan. If within the eighteen (18) month period
                           beginning with the date on which the first payment
                           would be required to be made under such domestic
                           relations order, the domestic relations order is
                           determined to be a Qualified Domestic Relations
                           Order, the Benefits Advisory Committee shall direct
                           the Trustee to distribute to the Alternate Payee the
                           separately accounted for amounts including any
                           earnings (or losses) thereon in accordance with
                           Section 11.07 and the order. However, if within such
                           eighteen (18) month period, it is determined that
                           such order is not qualified, or if by the end of such
                           eighteen (18) month period the issue of qualification
                           is not resolved, then the


                                       54
<PAGE>
                           Benefits Advisory Committee shall pay the separately
                           accounted for amounts including any earnings (or
                           losses) thereon to the person or persons who would
                           have been entitled to such amounts if there had been
                           no such order.

                  (e)      Notwithstanding any other provision of the Plan to
                           the contrary, all rights and benefits, including
                           rights to make elections or to give directions,
                           provided to a Participant under this Plan shall be
                           subject to the rights, benefits and elections or
                           directions afforded to an Alternate Payee, pursuant
                           to a Qualified Domestic Relations Order, and this
                           Plan shall be interpreted and administered by the
                           Benefits Advisory Committee in such manner as to
                           effectuate the provisions of any such Qualified
                           Domestic Relations Order as they relate to the
                           rights, benefits and elections or directions afforded
                           to such Alternate Payee under such Qualified Domestic
                           Relations Order. Furthermore, to the extent provided
                           in any such Qualified Domestic Relations Order, a
                           former spouse of a Participant shall be treated as a
                           spouse or surviving spouse for all applicable
                           purposes under the Plan.

                  (f)      The Trustee shall make any payments or distributions
                           required under this Subsection 14.03(2) by separate
                           benefit checks or other separate distribution to the
                           Alternate Payee(s).

         (3)      Exception for Benefit Offset Pursuant to Code Section
                  401(a)(13)(C). The prohibitions contained in Subsection
                  14.03(1) hereof shall not apply to any offset of a
                  Participant's benefits provided under the Plan in an amount
                  that the Participant is ordered or required to pay to the Plan
                  in accordance with the provisions of Code Section
                  401(a)(13)(C).

14.04    Conditions of Employment Not Affected by Plan. Neither the Plan nor the
         Trust nor the Trust Agreement shall confer on any Associate, including
         any Participant, any right to be retained in the Service of any
         Employer or any Affiliated Company, and nothing contained herein or in
         the Trust Agreement shall be construed in any way to limit or restrict
         the right of any Employer or any Affiliated Company to discharge any
         Associate, regardless of whether such Associate is a Participant, or to
         change such Associate's position or the basis or amount of such
         Associate's compensation.

14.05    Address for Mailing of Benefits.

         (1)      Each Participant and each other person entitled to benefits
                  hereunder shall file with the Benefits Advisory Committee from
                  time to time in writing such Participant's post office address
                  and each change of address. Any check representing payment
                  hereunder and any communication addressed to a Participant, an
                  Associate or Beneficiary, at such person's last address filed
                  with the Benefits Advisory Committee, or if no such address
                  has been filed, then at such person's last address as
                  indicated on the records of an Employer, shall be deemed to
                  have been delivered to such person on the date on which such
                  check or communication is deposited, postage prepaid, in the
                  United States mail.

         (2)      If the Benefits Advisory Committee is in doubt as to whether
                  payments are being received by the person entitled thereto, it
                  shall, by registered mail addressed to the person concerned,
                  at his address last known to the Benefits Advisory Committee,
                  notify such person that all unmailed and future payments shall
                  be withheld until he provides the Benefits Advisory Committee
                  with a sworn statement, properly notarized, evidencing his
                  continued life and his proper mailing address.


                                       55
<PAGE>

14.06    Unclaimed Account Procedure.

         (1)      Neither the Trustee nor the Benefits Advisory Committee shall
                  be obliged to search for, or ascertain the whereabouts of any
                  Participant, Beneficiary or Alternate Payee. The Benefits
                  Advisory Committee, by certified or registered mail addressed
                  to such Participant's, Beneficiary's or Alternate Payee's last
                  known address, shall notify the Participant, Beneficiary or
                  Alternate Payee that such Participant, Beneficiary or
                  Alternate Payee is entitled to a distribution under this Plan,
                  and the notice shall quote the provisions of this Section
                  14.06. The Benefits Advisory Committee may, but is not
                  required to, utilize the services of the Internal Revenue
                  Service (pursuant to Revenue Procedure 94-22 or any successor
                  thereto) in attempting to ascertain the current mailing
                  address of a Participant, Beneficiary or Alternate Payee.

         (2)      If any distribution or payment is not claimed by the person
                  entitled thereto within one (1) year from the date of the
                  mailing of the notice referred to in subsection (1) above, the
                  Participant's, Beneficiary's or Alternate Payee's Accounts,
                  valued as of the Valuation Date coinciding with or immediately
                  preceding the date such one (1) year period ends, shall be
                  forfeited. If a Participant, Beneficiary or Alternate Payee
                  makes a claim, at any time, such forfeited amount shall be
                  restored and the Benefits Advisory Committee shall direct the
                  Trustee to distribute such amount to the individual entitled
                  to the distribution. Such restorations shall be made as
                  provided for in Subsection 10.06(2).

         (3)      Notwithstanding Subsection 14.06(1) or 14.06(2) above, if upon
                  termination of the Plan and the liquidation of the Trust, all
                  or any distribution payable to a Participant or his
                  Beneficiary has not been claimed after sending the notice
                  described in Subsection 14.06(1) above, the Benefits Advisory
                  Committee shall establish an Individual Retirement Account or
                  an interest-bearing, federally insured account in a bank or
                  savings and loan association in the name of the Participant or
                  Beneficiary, shall purchase a deferred annuity providing the
                  form(s) of benefit prescribed in Article XI or, if the
                  Benefits Advisory Committee is unable to accomplish any of the
                  foregoing, shall dispose of the Participant's Account in any
                  other method permitted by the Code and ERISA. If a
                  Participant's Account has been forfeited pursuant to
                  Subsection 14.06(2) above, it shall be restored upon Plan
                  termination and distributed as provided in the preceding
                  sentence. The Benefits Advisory Committee shall direct the
                  Trustee to distribute the Participant's Account valued as of
                  the last Valuation Date, or special valuation date as provided
                  in Section 20.03 hereof, preceding distribution.

                                   ARTICLE XV

                           ADMINISTRATION OF THE PLAN

15.01    Appointment of Benefits Advisory Committee. The administration of the
         Plan will be the responsibility of the Benefits Advisory Committee
         which shall be appointed by the Board and shall consist of one (1) or
         more members. Each member of the Benefits Advisory Committee shall
         serve for a term of one (1) year and until his successor shall be
         appointed. A member may serve for more than one (1) term. If the
         Benefits Advisory Committee consists of more than one (1) member, the
         Board shall appoint one (1) of the members as Chairman. The Board shall
         be authorized to remove any member of the Benefits Advisory Committee
         with or without cause by notifying such member and the Chairman, in
         writing, and may fill vacancies in the Benefits Advisory Committee,
         however caused. A member of the Benefits Advisory Committee may resign
         upon ten (10) days' prior notice by


                                       56
<PAGE>
         delivery of his written resignation to the Board and other members of
         the Benefits Advisory Committee. The Benefits Advisory Committee shall
         have the sole power, duty and responsibility for directing the
         administration of the Plan in accordance with its provisions.

15.02    Compensated Expenses of the Benefits Advisory Committee. The members of
         the Benefits Advisory Committee shall serve without compensation for
         their services as such, but the reasonable and necessary expenses of
         the Benefits Advisory Committee shall be paid as provided in Section
         15.14. When, in its discretion, the Benefits Advisory Committee, or any
         Employer, deems it advisable, the Benefits Advisory Committee shall be
         authorized to have the records of the Benefits Advisory Committee and
         the Trustee audited by an independent auditor, and reasonable and
         necessary expenses thereby incurred shall be paid as provided in
         Section 15.14 hereof.

15.03    Secretary and Agents of the Benefits Advisory Committee. The Benefits
         Advisory Committee may appoint a Secretary who may, but need not, be a
         member of the Benefits Advisory Committee, and may employ such agents
         and such clerical and other administrative personnel as reasonably may
         be required for the purpose of administering the Plan. Such
         administrative personnel shall carry out the duties and
         responsibilities assigned to them by the Benefits Advisory Committee.
         Expenses necessarily incurred for such purpose shall be paid by the
         Trust Fund unless paid by the Employers, as provided in Section 15.14.

15.04    Actions of Benefits Advisory Committee.

         (1)      A majority of the members of the Benefits Advisory Committee
                  shall constitute a quorum for the transaction of business, and
                  shall have full power to act hereunder. Action by the Benefits
                  Advisory Committee shall be official if approved by a vote of
                  a majority of the members present at any official meeting. The
                  Benefits Advisory Committee may, without a meeting, authorize
                  or approve any action by written instrument signed by a
                  majority of all of the members. Any written memorandum signed
                  by the Chairman, or any other member of the Benefits Advisory
                  Committee, or by any other person duly authorized by the
                  Benefits Advisory Committee to act, in respect of the subject
                  matter of the memorandum, shall have the same force and effect
                  as a formal resolution adopted in open meeting. The Benefits
                  Advisory Committee shall give to the Trustee any order,
                  direction, consent, certificate or advice required or
                  permitted under the terms of the Trust Agreement, and the
                  Trustee shall be entitled to rely on, as evidencing the action
                  of the Benefits Advisory Committee, any instrument delivered
                  to the Trustee when: (a) if a resolution, it is certified by
                  the Chairman and Secretary, or (b) if a memorandum, it is
                  signed by a majority of all of the members of the Benefits
                  Advisory Committee, or by a person who shall have been
                  authorized to act for the Benefits Advisory Committee in
                  respect of the subject matter thereof.

         (2)      A member of the Benefits Advisory Committee may not vote or
                  decide upon any matter relating solely to him or vote in any
                  case in which his individual right or claim to any benefit
                  under the Plan is specifically involved. If, in any case in
                  which a Benefits Advisory Committee member is so disqualified
                  to act, the remaining members then present cannot, by majority
                  vote, act or decide, the Board will appoint a temporary
                  substitute member to exercise all of the powers of the
                  disqualified member concerning the matter in which he is
                  disqualified.

         (3)      The Benefits Advisory Committee shall maintain minutes of its
                  meetings and written records of its actions, and as long as
                  such minutes and written records are maintained, members may
                  participate and hold a meeting of the Benefits Advisory
                  Committee by means of conference telephone or similar
                  communications equipment which permits all persons
                  participating in


                                       57
<PAGE>
                  the meeting to hear each other. Participation in such a
                  meeting constitutes presence in person at such meeting.

15.05    Authority of Benefits Advisory Committee. The Benefits Advisory
         Committee is authorized to take such actions as may be necessary to
         carry out the provisions and purposes of the Plan, including complying
         in all respects with the requirements of ERISA Section 404(c) and the
         regulations thereunder to the extent it is applicable, and shall have
         the discretionary authority to control and manage the operation and
         administration of the Plan, including the discretionary authority to
         determine whether the Participant, Beneficiary or Alternate Payee is
         entitled to payment of benefits under this Plan. In order to effectuate
         the purposes of the Plan, the Benefits Advisory Committee shall have
         the fiduciary power to construe and interpret the Plan, to supply any
         omissions therein, to reconcile and correct any errors or
         inconsistencies, to decide any questions in the administration and
         application of the Plan, and to make equitable adjustments for any
         mistakes or errors made in the administration of the Plan. All such
         actions or determinations made by the Benefits Advisory Committee, and
         the application of rules and regulations to a particular case or issue
         by the Benefits Advisory Committee, in good faith, shall not be subject
         to review by anyone, but shall be final, binding and conclusive on all
         persons ever interested hereunder. In construing the Plan and in
         exercising its fiduciary power under provisions requiring Benefits
         Advisory Committee approval, the Benefits Advisory Committee shall
         attempt to ascertain the purpose of the provisions in question and when
         such purpose is known or reasonably ascertainable, such purpose shall
         be given effect to the extent feasible. Likewise, the Benefits Advisory
         Committee is, in the exercise of its fiduciary powers, authorized to
         determine all questions with respect to the individual rights of all
         Participants and their Beneficiaries and Alternate Payees under this
         Plan, including, but not limited to, all issues with respect to
         eligibility, Compensation, Service, valuation of Accounts, allocation
         of consolidated contributions and Trust Fund earnings, and retirement
         or Termination of Employment, and shall direct the Trustee concerning
         the allocation, payment and distribution of all funds held in trust for
         purposes of the Plan. The Benefits Advisory Committee, in the exercise
         of any discretionary powers hereunder, shall not exercise that
         discretion so as to discriminate in favor of Associates who are
         officers, shareholders, or Highly Compensated Employees. The Benefits
         Advisory Committee shall establish investment objectives and monitor,
         or cause to be monitored, the investment performance of the Trustee or
         any Investment Manager which may be appointed with respect to any
         assets of the Plan, and shall make such reports and give such
         recommendations to the Board as it requests with respect thereto.

15.06    General Administrative Powers. The Benefits Advisory Committee shall
         have authority to make, and from time to time, revise, rules and
         regulations for the administration of the Plan.

15.07    Plan Administrator. "Plan Administrator" (as defined in Section
         3(16)(A) of ERISA) shall mean the Benefits Advisory Committee. The Plan
         Administrator shall be responsible for the performance of all reporting
         and disclosure obligations under ERISA and all other obligations
         required or permitted to be performed by the Plan Administrator under
         ERISA and not otherwise delegated to other parties under the terms of
         the Plan or the Trust Agreement. The Plan Administrator is hereby
         designated as the agent for Service of process unless the Benefits
         Advisory Committee designates another person or entity.

15.08    Duties of Administrative Personnel. Administrative personnel appointed
         pursuant to Section 15.03 hereof, shall be responsible for such matters
         as the Benefits Advisory Committee shall delegate to them by written
         instrument, including, but not limited to communications to Associates
         at the direction of the Benefits Advisory Committee, reports to the
         Benefits Advisory Committee involving questions of eligibility and the
         amount of Compensation of Participants, assisting Participants,
         Beneficiaries and Alternate Payees in the completion of forms
         prescribed by the Benefits Advisory Committee,


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<PAGE>
         maintenance of records concerning terminated vested Participants,
         Participants who have retired and Beneficiaries. Administrative
         personnel may not make any decision as to Plan policy, interpretations,
         practices or procedures unless the authority to make such decisions has
         been delegated to them in writing by the Benefits Advisory Committee
         and they accept fiduciary responsibilities in accordance with the
         provisions of Section 15.09 hereof. All administrative personnel shall
         perform their allocated function within the policies, interpretations,
         rules, practices and procedures established by the Benefits Advisory
         Committee, except that administrative personnel shall coordinate
         matters related to the Plan with the appropriate departments of each
         Employer as the Benefits Advisory Committee directs.

15.09    Designation of Named Fiduciaries and Allocation of Responsibility.
         ERISA requires that certain persons, who are deemed to be
         "fiduciaries," as defined in ERISA Section 3(21)(A), be designated as
         "Named Fiduciaries" in the Plan. The Board, the Benefits Advisory
         Committee, the Investment Committee and the Plan Administrator are
         hereby designated Named Fiduciaries. Each Named Fiduciary shall have
         only the powers, duties and responsibilities specifically allocated to
         such fiduciary pursuant to the terms of this Plan. The Board shall not
         have any power or fiduciary responsibility hereunder other than (1) the
         power to name and to remove the persons who shall comprise the Benefits
         Advisory Committee and to continue to those persons such allocation of
         fiduciary responsibilities, (2) the power to appoint (and remove), or
         cause the Investment Committee to appoint (and remove), one (1) or more
         Investment Managers, (3) the power to establish or change the
         Investment Funds, and (4) the power to appoint (and remove) the
         Trustee. Each Named Fiduciary may, by written instrument, allocate some
         or all of its responsibilities to another fiduciary or designate
         another person to carry out some or all of its fiduciary
         responsibilities. The Benefits Advisory Committee, the Investment
         Committee, Plan Administrator and each other fiduciary under the Plan
         (including fiduciaries to whom responsibilities are allocated by a
         Named Fiduciary) will be furnished a copy of the Plan, and their
         acceptance of such responsibility will be made by agreeing in writing
         to act in the capacity designated. No Named Fiduciary shall be liable
         for an act or omission of any person who is allocated a fiduciary
         responsibility or who is designated to carry out such responsibility by
         a Named Fiduciary, except to the extent that the Named Fiduciary did
         not act in accordance with the standards contained in Subsection
         15.10(2) hereof with respect to the allocation or designation of a
         fiduciary duty. Any person or group of persons may serve in more than
         one (1) fiduciary capacity with respect to the Plan.

15.10    Action by Fiduciaries.

         (1)      Any action herein permitted or required to be taken by an
                  Employer shall, subject to the provisions of Section 23.07
                  hereof, be by resolution of its board of directors or by
                  written instrument signed by a person or group of persons who
                  has been authorized by resolution of such board of directors
                  as having authority to take such action. Any action herein
                  permitted or required to be taken by the Benefits Advisory
                  Committee shall be in the manner specified in Section 15.04
                  hereof.

         (2)      Each fiduciary with respect to the Plan shall perform all of
                  his duties and responsibilities and exercise his powers
                  hereunder with the care, skill, prudence, and diligence under
                  the circumstances then prevailing that a prudent man acting in
                  like capacity and familiar with such matters would use in the
                  conduct of an enterprise of like character and with like aims,
                  and no fiduciary shall be liable for any act or failure to act
                  on his part (including reliance on the advice of counsel)
                  which conforms to that standard, unless: (a) he knowingly
                  participates in or knowingly undertakes to conceal an act or
                  omission of another fiduciary of the Plan, with the knowledge
                  that such act or omission is a breach of fiduciary
                  responsibility, or (b) knowing of a breach of fiduciary
                  responsibility, he fails to make reasonable efforts under the
                  circumstances to remedy the breach, or (c) by failing to carry
                  out his specific responsibilities,


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<PAGE>
                  in accordance with such standard, he has enabled another
                  fiduciary of the Plan to commit a breach.

         (3)      Each fiduciary shall furnish or cause to be furnished to each
                  other fiduciary all information needed for the proper
                  performance of its duties. Each fiduciary warrants that any
                  directions given, information furnished or action taken by it
                  shall be in accordance with the provisions of the Plan or the
                  Trust Agreement, as the case may be, authorizing or providing
                  for such direction, information or action.

15.11    Appointment of Professional Assistants and the Investment Manager. A
         Named Fiduciary may appoint such accountants, counsel, and actuaries
         and other advisers as it deems necessary or desirable in connection
         with the administration of the Plan. The Board in its sole discretion,
         may appoint, or cause the Investment Committee to appoint, one or more
         Investment Managers to manage (including the power to acquire or
         dispose of) all or any of the assets of the Trust Fund. A Named
         Fiduciary shall be entitled to rely upon and shall not be liable for
         any act or failure to act in reliance, on any opinion or reports, which
         shall be furnished to such Named Fiduciary by any such accountant with
         respect to accounting matters, counsel in respect to legal matters, or
         actuary in respect of actuarial matters as long as the Named
         Fiduciary's reliance is in accordance with the standard set forth in
         Subsection 15.10(2) hereof. The fees and costs of such services are an
         administrative expense to the Plan to be paid out of the Trust Fund
         except to the extent that such fees and costs are paid by any of the
         Employers.

15.12    Bond. The Plan Administrator shall see that the appropriate fiduciaries
         are bonded as required by federal law or regulation. Except as required
         by the Board or by state or federal statute, irrespective of this
         provision, no bond or other security shall be required of any
         fiduciary.

15.13    Indemnity. In the event and to the extent not insured against under any
         contract of insurance with an insurance company, the Sponsoring Company
         shall indemnify and hold harmless each "Indemnified Person," as defined
         below, against any and all claims, demands, suits, proceedings, losses,
         damages, interest, penalties, expenses (specifically including, but not
         limited to counsel fees to the extent approved by the Board of
         Directors of the Sponsoring Company or otherwise provided by law, court
         costs and other reasonable expenses of litigation), and liability of
         every kind, including amounts paid in settlement, with the approval of
         the Board of Directors, arising from any action or cause of action
         related to the Indemnified Person's act or acts or failure to act. Such
         indemnity shall apply regardless of whether such claims, demands,
         suits, proceedings, losses, damages, interest, penalties, expenses, and
         liability arise in whole or in part from (1) the negligence or other
         fault of the Indemnified Person, except when the same is judicially
         determined to be due to gross negligence, fraud, recklessness, willful
         or intentional misconduct of such Indemnified Person or (2) from the
         imposition on such Indemnified Person of any penalties imposed by the
         Secretary of Labor, pursuant to Section 502(1) of ERISA, relating to
         any breaches of fiduciary responsibility under Part 4 of Title I of
         ERISA. "Indemnified Person" shall mean each member of the Board of
         Directors of the Company and the Benefits Advisory Committee, each
         other individual who is allocated fiduciary responsibility hereunder,
         and each individual otherwise acting in an administrative capacity with
         respect to the Plan.

15.14    Payment of Expenses. The expenses of agents or advisers, and any other
         reasonable expenses of the Benefits Advisory Committee approved by the
         Sponsoring Company or as otherwise provided for in Section 15.02 shall
         be paid by the Plan out of the Trust Fund unless paid by the Employers.
         If such expenses are to be paid by the Employers, the portion thereof
         payable by each shall be determined by the ratio that the number of
         Participants who are Associates of each Employer bears to the total of
         all such Participants; provided, that if any expense is incurred solely
         on account of a single Employer or


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<PAGE>
         group of Employers, such expense shall be paid by such Employer or
         Employers to the extent and in such proportion as the Sponsoring
         Company may determine.

                                   ARTICLE XVI

                              INVESTMENT COMMITTEE

16.01    Appointment of Investment Committee. The Board of Directors shall
         appoint an Investment Committee to direct Plan investments, the members
         of which may or may not be Participants in the Plan, and shall consist
         of one (1) or more members. Each member of the Investment Committee
         shall serve for a term of one (1) year and until his successor shall be
         appointed. A member may serve for more than one (1) term. If the
         Investment Committee consists of more than one (1) member, the Board
         shall appoint one (1) of the members as Chairman. The Board shall be
         authorized to remove any member of the Investment Committee with or
         without cause by notifying such member and the Chairman, in writing,
         and may fill vacancies in the Investment Committee, however caused. A
         member of the Investment Committee may resign upon ten (10) days' prior
         notice by delivery of his written resignation to the Board and other
         members of the Investment Committee.

16.02    Compensated Expenses of the Investment Committee. The members of the
         Investment Committee shall serve without compensation for their
         services as such, but the reasonable and necessary expenses of the
         Investment Committee shall be paid as provided in Section 16.08.

16.03    Secretary and Agents of the Investment Committee. The Investment
         Committee may appoint a Secretary who may, but need not, be a member of
         the Investment Committee, and may employ such agents and such clerical
         and other administrative personnel as reasonably may be required. Such
         administrative personnel shall carry out the duties and
         responsibilities assigned to them by the Investment Committee. Expenses
         necessarily incurred for such purpose shall be paid by the Trust Fund
         unless paid by the Employers.

16.04    Powers of the Investment Committee. The Investment Committee shall have
         the following powers and duties:

         (1)      To direct the Trustee in the investment, reinvestment and
                  disposition of the Trust Fund, including the investment of the
                  Trust Fund in Qualifying Employer Securities without regard to
                  the limitations set for in Sections 407(a)(2), (3), or (4) of
                  ERISA, as provided in the Trust Agreement.

         (2)      To direct the Trustee to make Exempt Loans, the proceeds of
                  which are to be used for the purposes enumerated in Section
                  12.02.

         (3)      To furnish the Employer with information which the Employer
                  may require for tax or other purposes.

         (4)      To engage the services of counsel (who may, if appropriate, be
                  counsel for the Employer) and agents whom it may deem
                  advisable to assist it with the performance of its duties.

         (5)      To receive and review reports of the financial condition and
                  of the receipts and disbursements of the Trust Fund from the
                  Trustee.


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<PAGE>

         (6)      To select the issuing company or companies from which
                  Insurance Contracts shall be purchased as provided herein, and
                  to determine the form, type and kind of such contract.

         (7)      To engage the services of an Investment Manger or Managers (as
                  defined in Section 3(38) of ERISA), each of whom shall have
                  full power and authority to manage, acquire or dispose (or
                  direct the Trustee with respect to acquisition or disposition)
                  of any Plan assets under its control.

         (8)      To select a secretary, who need not be a member of the
                  Investment Committee.

         (9)      To interpret and construe the Plan with respect to the
                  investment, reinvestment, and disposition of Plan assets.

16.05    Manner of Action. The decision of a majority of the members of the
         Investment Committee shall control. In the case of a vacancy in the
         membership of the Investment Committee, the remaining members may
         exercise any and all of the powers, authorities, duties and discretions
         conferred upon the Investment Committee pending the filling of the
         vacancy. The Investment Committee may, but need not, call or hold
         formal meetings. Any decisions made or action taken pursuant to written
         approval of a majority of the then members shall be sufficient. The
         Investment Committee shall maintain adequate records of its decisions.

16.06    Authorized Representative. The Investment Committee may authorize any
         one (1) of its members, or its secretary, to sign on its behalf any
         notices, directions, applications, certificates, consents, approvals,
         waivers, letters or other documents.

16.07    Funding Policy. The Investment Committee shall review, not less often
         than annually, all pertinent Employer information and Plan data in
         order to establish the funding policy of the Plan and to determine the
         appropriate methods of carrying out the Plan's objectives. The
         Investment Committee shall communicate annually to the Trustee and to
         any Plan Investment Manager, if any, the Plan's short-term and
         long-term financial needs so investment policy can be coordinated with
         Plan financial requirements.

16.08    Payment of Expenses. The expenses of agents or advisers, and any other
         reasonable expenses of the Investment Committee approved by the
         Sponsoring Company or as otherwise provided for in Section 16.02 shall
         be paid by the Plan out of the Trust Fund unless paid by the Employers.
         If such expenses are to be paid by the Employers, the portion thereof
         payable by each shall be determined by the ratio that the number of
         Participants who are Associates of each Employer bears to the total of
         all such Participants; provided, that if any expense is incurred solely
         on account of a single Employer or group of Employers, such expense
         shall be paid by such Employer or Employers to the extent and in such
         proportion as the Sponsoring Company may determine.

                                  ARTICLE XVII

                           PARTICIPATION BY EMPLOYERS

17.01    Adoption of Plan by Affiliated Company. Any Affiliated Company, whether
         or not presently existing, may adopt this Plan, effective as of the
         date indicated in the instrument of adoption, if such Affiliated
         Company and the Sponsoring Company execute an instrument in writing
         allowing for the Affiliated Company's adoption of this Plan and the
         Trust forming a part hereof. The provisions of this Plan


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<PAGE>
         shall apply only to each Employer severally, except as otherwise
         specifically provided herein or in such Employer's instrument of
         adoption.

17.02    Rights and Obligations of the Sponsoring Company and the Employers.
         Throughout this instrument, a distinction is purposely drawn between
         rights and obligations of the Sponsoring Company and rights and
         obligations of each other Employer. The rights and obligations
         specified as belonging to the Sponsoring Company shall belong only to
         the Sponsoring Company. Each Employer shall have the obligation, as
         hereinafter provided, to make Company Contributions for its own
         Participants, and no Employer shall have the obligation to make Company
         Contributions for the Participants of any other Employer. Any failure
         by an Employer to fulfill its own obligations under this Plan shall
         have no effect upon any other Employer. An Employer may withdraw from
         this Plan without affecting any other Employer.

17.03    Withdrawal from Plan.

         (1)      Notice of Withdrawal. Any Employer may, as of any date,
                  withdraw from the Plan upon giving the Benefits Advisory
                  Committee, the Sponsoring Company and the Trustee at least
                  sixty (60) days' notice in writing of its intention to
                  withdraw.

         (2)      Trustee Segregation of Trust Assets upon Withdrawal. Upon the
                  withdrawal by an Employer pursuant to this Article, the
                  Trustee shall segregate the share of the assets in the Trust
                  Fund, the value of which shall equal the total credited to the
                  Accounts of Participants of the withdrawing Employer. The
                  determination as to which assets are to be so segregated shall
                  be made by the Trustee in its sole discretion.

         (3)      Exclusive Benefit of Participants. Neither the segregation and
                  transfer of any Trust assets upon the withdrawal of an
                  Employer nor the execution of a new agreement and declaration
                  of trust by such withdrawing Employer shall operate to permit
                  any part of the Trust Fund to be used for or diverted to
                  purposes other than for the exclusive benefit of the
                  Participants.

         (4)      Applicability of Withdrawal Provisions. The withdrawal
                  provisions contained in this Section 17.03 shall be applicable
                  only if the withdrawing Employer continues to cover its
                  Participants and eligible Associates in another defined
                  contribution plan and trust qualified under Code Sections 401
                  and 501. Otherwise, the termination provisions of the Plan and
                  Trust shall apply.

                                  ARTICLE XVIII

                              AMENDMENT OF THE PLAN

18.01    Amendments by Sponsoring Company or Employer. The Sponsoring Company
         reserves the right to amend the Plan with respect to all Employers at
         any time and from time to time. Each Employer may amend the Plan with
         respect to such Employer at any time, and from time to time, provided
         the Sponsoring Company approves such amendment. No amendment shall
         permit any part of the Trust Fund to revert to or be recoverable by an
         Employer or be used for or diverted to purposes other than the
         exclusive benefit of the Participants or their Beneficiaries, or
         deprive any Participant of any interest he might have in the Trust Fund
         at the time of the amendment to the extent that such interest would be
         available to the Participant under Article X hereof were he to
         voluntarily resign as of the effective date of the amendment.


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<PAGE>

18.02    Effect of Amendments on Trustee. Under no condition shall any amendment
         increase the duties or responsibilities, or decrease the compensation,
         privileges, and immunities of the Trustee without the Trustee's written
         consent.

18.03    Amendment to Vesting Schedule. Under no condition shall any amendment
         change the vesting schedule to one which would result in the
         nonforfeitable percentage of the accrued benefit derived from Company
         Contributions (determined as of the later of the date of the adoption
         of the amendment or of the effective date of the amendment) of any
         Participant being less than such nonforfeitable percentage computed
         under the Plan without regard to such amendment. No amendment shall
         change the vesting schedule unless each Participant with three (3) or
         more Vesting Years of Service (determined without regard to the
         provisions of Section 10.02) as of the expiration date of the election
         period described below, is permitted to elect, within the election
         period described below, to have his nonforfeitable percentage computed
         under the Plan without regard to the amendment.

         The election period described herein shall begin no later than the date
         upon which the amendment is adopted and shall end no later than the
         latest of the following dates:

         (a)      the date which is sixty (60) days after the day the amendment
                  is adopted,

         (b)      the date which is sixty (60) days after the day the amendment
                  becomes effective, or

         (c)      the date which is sixty (60) days after the day the
                  Participant is issued a written notice of the amendment by the
                  Sponsoring Company.

         Any election made pursuant to this Section 18.03 shall be irrevocable.
         The Benefits Advisory Committee, as soon as practicable, shall forward
         a true copy of any amendment to the vesting schedule to each affected
         Participant, together with an explanation of the effect of the
         amendment, the appropriate form upon which the Participant may make an
         election to remain under the vesting schedule provided under the Plan
         prior to the amendment, and notice of the time within which the
         Participant must make an election to remain under the prior vesting
         schedule.

18.04    Protected Benefits. Subject to the above stated limitations and the
         requirement that no amendment shall eliminate, except with respect to
         any future contributions or future accrual of benefits, any
         nondiscretionary optional form of payment (as provided in Treasury
         Regulation Section 1.411(d)-4, and Treasury Regulation Section
         1.401(a)(4)-4(d) with respect to Plan Years beginning after January 1,
         1992, and Code Section 411(d)(6)) with respect to any Participant who
         is a Participant immediately prior to the amendment, the Sponsoring
         Company shall have the power to amend the Plan and Trust Agreement,
         retroactively or otherwise, in any manner in which it deems desirable,
         including, but not by way of limitation, the power to change any
         provisions relating to the administration of the Plan and Trust Fund,
         and to change any provisions relating to the benefits or payment of any
         of the assets of the Trust Fund. Each such amendment shall become
         effective when executed by the Sponsoring Company unless a different
         effective date is specified in the amendment.

18.05    Amendment Necessary to Comply with Code or Federal Statute.
         Notwithstanding anything herein to the contrary, this Plan may be
         amended at any time by the Sponsoring Company if necessary or desirable
         in order to have it conform to the provisions and requirements of the
         Code or any federal statute with respect to qualified employees' plans
         and trusts, and no such amendment shall be considered prejudicial to
         the rights of any Participant hereunder or of any Beneficiary,
         Alternate Payee or Associate. Further, it is understood that any
         provisions of this Plan as herein contained which are


                                       64
<PAGE>
         contrary to the requirements of the Code for a qualified tax exempt
         employees' plan and trust shall be deemed void and of no effect,
         without affecting the validity of other provisions hereof.

                                   ARTICLE XIX

                             PERMANENCY OF THE PLAN

19.01    Right to Terminate Plan. Each Employer contemplates that the Plan shall
         be permanent and that it shall be able to make contributions to the
         Plan. Nevertheless, in recognition of the fact that future conditions
         and circumstances cannot now be entirely foreseen, the Sponsoring
         Company reserves the right to terminate the Plan and each Employer
         reserves the right to terminate the Plan as to such Employer.

19.02    Merger or Consolidation of Plan and Trust. Neither the Plan nor the
         Trust may be merged or consolidated with, nor may its assets or
         liabilities be transferred to, any other plan or trust, unless each
         Participant would (if the Plan then terminated) receive a benefit
         immediately after the merger, consolidation, or transfer which is equal
         to or greater than the benefit he would have been entitled to receive
         immediately before the merger, consolidation, or transfer (if the Plan
         had then terminated). Additionally, another plan or trust may be merged
         into or consolidated with, or its assets or liabilities may be
         transferred to, this Plan, provided that the conditions of the
         preceding sentence are satisfied with respect to such other plan.

19.03    Continuance by Successor Company. In the event of the liquidation,
         dissolution, merger, consolidation or reorganization of an Employer,
         the successor company may adopt the Plan and Trust for the benefit of
         the Associates of such Employer. If such successor company does adopt
         the Plan and Trust, it shall, in all respects, be substituted for such
         Employer under the Plan and Trust. Any such substitution of such
         successor company shall constitute an assumption of Plan liabilities by
         such successor company, and such successor company shall have all of
         the powers, duties and responsibilities of such Employer under the Plan
         and Trust. If such successor company does not adopt the Plan and Trust,
         the Plan and Trust shall be terminated with respect to such Employer in
         accordance with the provisions of the Plan and Trust Agreement.

                                   ARTICLE XX

                 DISCONTINUANCE OF CONTRIBUTIONS AND TERMINATION

20.01    Suspension of Contributions. Should an Employer fail for any reason to
         make Company Contributions in any one (1) or more years, such failure
         shall not, of itself, terminate or discontinue this Plan and Trust as
         to the Employer and its Participants, nor shall the Employer incur any
         obligation to make up such Company Contributions in whole or in part.

20.02    Discontinuance of Contributions. Whenever an Employer determines that
         it is impossible or inadvisable for it to make further Company
         Contributions, such Employer may, without terminating the Trust,
         permanently discontinue all further Company Contributions by such
         Employer. A certified copy of such Employer's resolution or other
         formal written instrument pursuant to Section 23.07 hereof, shall be
         delivered to the Benefits Advisory Committee and the Trustee.
         Thereafter, the Benefits Advisory Committee and the Trustee shall
         continue to administer all the provisions of the Plan which are
         necessary and remain in force, other than the provisions relating to
         Company


                                       65
<PAGE>
         Contributions by such Employer. Unless otherwise provided by such
         resolutions, the Trust shall remain in existence with respect to such
         Employer and all of the provisions of the Trust Agreement shall remain
         in force.

20.03    Termination of Plan and Trust. If an Employer determines to terminate
         (as to such Employer) the Plan and Trust completely, they shall be
         terminated insofar as they are applicable to such Employer as of the
         date specified in certified copies of resolutions or other formal
         written instrument pursuant to Section 23.07 hereof, delivered to the
         Benefits Advisory Committee and the Trustee. Upon such termination of
         the Plan and Trust and before liquidation of the Trust, the Benefits
         Advisory Committee shall require a special valuation of the Trust, if
         the liquidation is not to occur as of a Valuation Date. After payment
         of all expenses and proportional adjustment of Accounts of Participants
         with respect to such Employer to reflect such expenses, Trust Fund
         profits or losses, and subject to the limitations contained in Section
         5.06 hereof, allocations of any previously unallocated funds to the
         date of termination, such Employer's Participants shall be entitled to
         receive the amount then credited to their respective Accounts in the
         Trust Fund in a lump sum payment. If, in the opinion of the Benefits
         Advisory Committee, assets in the Trust Fund or certain of them may
         possibly not be readily salable (1) because of federal or state
         securities laws, or the rules and regulations thereunder, or (2) at
         their fair market value, the Benefits Advisory Committee may direct and
         the Trustee shall effect, a distribution of such assets in kind. If the
         entire Plan is terminating, upon completion of liquidation and
         distribution of the assets of the Trust to the Participants as provided
         for herein, the Trustee shall thereby complete the Trustee's duties,
         and the Trust shall terminate.

20.04    Participant's Rights to Benefits upon Termination or Partial
         Termination of Plan or Complete Discontinuance of Contributions. Upon
         the termination or partial termination (as determined by the Internal
         Revenue Service) of the Plan or the complete discontinuance of Company
         Contributions by an Employer, the rights of each such Employer's
         Associates who are then Participants (or, in the case of a partial
         termination, who are then Participants affected by the partial
         termination) and the rights of each other person, other than a person
         who has forfeited his Nonvested Amounts pursuant to Section 10.05
         hereof prior to the effective date of such termination (or partial
         termination) or complete discontinuance, to the amounts credited to his
         Accounts at such time shall be nonforfeitable without reference to any
         formal action on the part of such Employer, the Benefits Advisory
         Committee or the Trustee.

                                   ARTICLE XXI

                          EXCLUSIVE BENEFIT OF THE PLAN

21.01    Limitation on Reversions. Except as otherwise provided in this Article
         XXI, it shall be impossible, at any time, for any part of the Trust
         Fund, other than such part as is required to pay taxes and
         administration expenses or such part as may otherwise be permitted by
         law to be returned to the Employer, to be recoverable by an Employer,
         or to be used for, or diverted to, purposes other than for the
         exclusive benefit of the Participants, Beneficiaries and Alternate
         Payees.

21.02    Unallocated Amounts upon Termination of Plan and Trust. In the event
         the Plan and Trust are terminated, any previously unallocated amounts
         maintained in the suspense account in accordance with the provisions of
         Section 5.06 hereof which cannot be allocated to Participants upon the
         termination of the Plan and Trust pursuant to Section 20.03 hereof
         because of the limitations contained in Sections 5.06 through 5.09
         hereof, shall revert to the Employer or Employers employing the
         Participant at the time of such termination.


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<PAGE>

21.03    Mistake of Fact or Disallowance of Deduction. If the Benefits Advisory
         Committee in good faith determines that (1) a Company Contribution was
         made by reason of a mistake of fact, or (2) a Company Contribution is
         conditioned on its being deductible under Code Section 404, but the
         Internal Revenue Service disallows such deduction, the Trustee shall,
         upon direction of the Benefits Advisory Committee, return the amount of
         the excess Company Contribution to the contributing Employer. All
         payments of returned Company Contributions under this Section shall be
         made within one (1) year from the date of the payment of such mistaken
         Company Contribution or the disallowance by the Internal Revenue
         Service of the deduction, whichever is applicable. The amount of the
         excess Company Contribution shall be the excess of (1) the amount
         contributed over (2) the amount that would have been contributed had
         there not occurred a mistake of fact or had the deduction not been
         disallowed. Earnings attributable to the excess Company Contribution
         shall not be returned to the contributing Employer, but losses
         attributable thereto shall reduce the amount of such Company
         Contribution to be so returned. Furthermore, if the withdrawal of the
         amount attributable to the mistaken Company Contribution would cause
         the balance of a Participant's Account to be reduced to an amount which
         is less than the balance which would have been in said Account had the
         mistaken amount not been contributed, then the amount to be returned to
         the Employer under this Section will be reduced so as to avoid any such
         reduction.

21.04    Failure of Qualification of Plan and Trust. The initial establishment
         of the Plan and Trust by any Employer is contingent upon obtaining the
         approval of the Internal Revenue Service. In the event that the
         Internal Revenue Service fails initially to approve the Plan and Trust
         as to any Employer and the application for determination of the initial
         qualification of the Plan was made within the time prescribed by law
         for filing the Employer's federal income tax return for the taxable
         year in which the Plan was adopted, or such later date as the Secretary
         of the Treasury may prescribe, the Trustee shall, after paying any
         expenses attributable to such initial establishment, return to such
         Employer any remaining Company Contribution made by such Employer. Such
         remaining Company Contribution shall be returned as promptly as
         practicable, but in no event later than one (1) year after the date of
         the final denial of qualification of the Plan as to such Employer,
         including the final resolution of any appeals before the Internal
         Revenue Service or the courts.

                                  ARTICLE XXII

                              TOP HEAVY PLAN RULES

22.01    Definitions.  As used in this Article XIX:

         (1)      "Defined Benefit Plan" shall have the meaning set forth in
                  Subsection 5.09(2) hereof.

         (2)      "Defined Contribution Plan" shall have the meaning set forth
                  in Subsection 5.09(4) hereof.

         (3)      "Determination Date" shall mean with respect to any Plan Year,
                  the last day of the preceding Plan Year, except that in the
                  case of the first Plan Year of any plan, the last day of such
                  first Plan Year.

         (4)      "Key Employee" shall mean any person employed or formerly
                  employed by any Employer or Affiliated Company (and the
                  beneficiaries of any such person) who is, at any time during
                  the Plan Year, or who was, during any one or more of the four
                  (4) preceding Plan Years, any one or more of the following:


                                       67
<PAGE>

                  (a)      An officer of an Employer or an Affiliated Company
                           having Limitation Year Compensation for the
                           applicable Plan Year greater than fifty percent (50%)
                           of the maximum dollar limitation under Code Section
                           415(b)(1)(A) (as in effect for the calendar year in
                           which the Determination Date for such Plan Year
                           falls).

                  (b)      One of the ten (10) persons employed by an Employer
                           or an Affiliated Company having Limitation Year
                           Compensation for the applicable Plan Year greater
                           than the maximum dollar limitation under Code Section
                           415(c)(1)(A) as in effect for the calendar year in
                           which the Determination Date for such Plan Year
                           falls, and owning (or considered as owning within the
                           meaning of Code Section 318) both more than one-half
                           of one percent (1/2 of 1%) interest and the largest
                           interests in the Employer or an Affiliated Company.
                           For purposes of this Subsection (b): (i) a person who
                           has some ownership interest is considered to be one
                           of the top ten (10) owners unless at least ten (10)
                           other persons own a larger interest than that person,
                           and (ii) if two (2) or more persons have the same
                           ownership interest in the Employer or an Affiliated
                           Company, the person having greater annual Limitation
                           Year Compensation from all Employers and Affiliated
                           Companies shall be treated as having the larger
                           interest.

                  (c)      Any person owning (or considered as owning within the
                           meaning of Code Section 318) more than five percent
                           (5%) of the outstanding stock of an Employer or an
                           Affiliated Company or stock possessing more than five
                           percent (5%) of the total combined voting power of
                           such stock or more than five percent (5%) of the
                           capital or profits interest of an Employer or an
                           Affiliated Company which is not a corporation.

                  (d)      A person who would be described in Subsection (c)
                           above if "one percent (1%)" were substituted for
                           "five percent (5%)" each place it appears in said
                           Subsection (c), and whose aggregate annual Limitation
                           Year Compensation from all Employers and Affiliated
                           Companies is more than One Hundred Fifty Thousand
                           Dollars ($150,000).

                  (e)      Notwithstanding any other provision in this Plan to
                           the contrary, for purposes of determining ownership
                           under this Subsection 22.01(4) the rules of Code
                           Sections 414(b), (c) and (m) shall not apply in
                           defining who is an Employer.

                  The determination of who is a Key Employee hereunder shall be
                  made in accordance with the provisions of Code Section
                  416(i)(1) and the regulations thereunder.

         (5)      "Key Employee Participant" shall mean a Participant in this
                  Plan who is a Key Employee.

         (6)      "Limitation Year Compensation" shall have the meaning set
                  forth in Subsection 5.09(7) hereof but including amounts
                  contributed by an Employer or Affiliated Company pursuant to a
                  salary reduction agreement which are excludible from the
                  Associate's gross income under Code Sections 125, 402(a)(8),
                  402(h) or 403(b) which are otherwise excluded under Subsection
                  5.09(7) for Plan Years beginning prior to January 1, 1998,
                  except that if the Limitation Year and the Plan Year under the
                  applicable plan are not the same, then for purposes of this
                  Article XXII, "Plan Year" shall be substituted for "Limitation
                  Year" every place it occurs in said Subsection 5.09(7).


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<PAGE>

         (7)      "Non-Key Employee" shall mean any person employed or formerly
                  employed by any Employer or Affiliated Company, including the
                  Beneficiaries of any such person, who is not a Key Employee.

         (8)      "Permissive Aggregation Group" shall mean the Required
                  Aggregation Group, plus any other plan or plans of any
                  Employer or Affiliated Company selected by the Sponsoring
                  Company, provided that such selected plans, when considered as
                  a group with the Required Aggregation Group, would continue to
                  satisfy the requirements of Code Sections 401(a)(4) and 410.

         (9)      "Required Aggregation Group" shall mean the group of plans
                  consisting of: (a) all tax qualified plans maintained by the
                  Employers or Affiliated Companies in which at least one Key
                  Employee participates, and (b) any other tax qualified plan
                  maintained by the Employers or Affiliated Companies which
                  enables a plan described in clause (a) above to meet the
                  requirements of Code Sections 401(a)(4) or 410.

         (10)     "Valuation Date" shall mean: (a) in the case of a Defined
                  Contribution Plan, the last day of the Plan Year for the
                  appropriate plan, and (b) in the case of a Defined Benefit
                  Plan, the date used for computing plan costs for minimum
                  funding, regardless of whether a valuation is performed that
                  year.

         (11)     All of the definitions set forth in Article II hereof and not
                  set forth herein shall have the same meaning in this Article.

22.02    Determination of Top Heaviness.

         (1)      This Plan shall be a "Top Heavy Plan" with respect to any Plan
                  Year if, as of the Determination Date for said Plan Year, any
                  of the following conditions exists:

                  (a)      The Top Heavy Ratio for this Plan exceeds sixty
                           percent (60%), and this Plan is not part of a
                           Required Aggregation Group or a Permissive
                           Aggregation Group.

                  (b)      This Plan is part of a Required Aggregation Group,
                           but not part of a Permissive Aggregation Group, and
                           the Top Heavy Ratio for the Required Aggregation
                           Group exceeds sixty percent (60%).

                  (c)      This Plan is part of a Required Aggregation Group and
                           part of a Permissive Aggregation Group, and the Top
                           Heavy Ratio for the Permissive Aggregation Group
                           exceeds sixty percent (60%).

         (2)      This Plan shall be a "Super Top Heavy Plan" if it would be a
                  Top Heavy Plan under the provisions of Subsection 22.02(1)
                  above if "ninety percent (90%)" were substituted for "sixty
                  percent (60%)" everywhere sixty percent (60%) appears in said
                  Subsection 22.02(1).

         (3)      The "Top Heavy Ratio" referred to in Subsection 22.02(1) above
                  shall be determined as follows:

                  (a)      If the Employers or Affiliated Companies maintain or
                           have maintained one or more Defined Contribution
                           Plans but have never maintained a Defined Benefit
                           Plan which during the five (5) year period ending on
                           the Determination Date(s) has covered or could cover
                           a Participant in this Plan, the Top Heavy Ratio for
                           this Plan alone or for


                                       69
<PAGE>
                           the Required Aggregation Group or the Permissive
                           Aggregation Group, as appropriate, is a fraction, the
                           numerator of which is the sum of the account balances
                           under the Defined Contribution Plans for all Key
                           Employees as of the Determination Date (including any
                           part of any such account balance distributed in the
                           five (5) year period ending on the Determination
                           Date), and the denominator of which is the sum of all
                           account balances under the Defined Contribution Plans
                           for all participants as of the Determination Date
                           (including any part of any such account balance
                           distributed in the five (5) year period ending on the
                           Determination Date), both computed in accordance with
                           Code Section 416 and the regulations thereunder.

                           Both the numerator and the denominator of the Top
                           Heavy Ratio shall be increased to reflect any
                           contribution not actually made as of the appropriate
                           Determination Date but which is required to be taken
                           into account on that date under Code Section 416 and
                           the regulations thereunder. In determining the
                           account balances which have been distributed in the
                           five (5) year period ending on the Determination
                           Date, distributions under a terminated plan shall be
                           included, provided such terminated plan, if it had
                           not been terminated, would have been included in a
                           Required Aggregation Group.

                  (b)      If the Employers or Affiliated Companies maintain one
                           or more Defined Contribution Plans and maintain or
                           have maintained one or more Defined Benefit Plans
                           which during the five (5) year period ending on the
                           Determination Date(s) have covered or could cover a
                           Participant in this Plan, the Top Heavy Ratio for any
                           Required Aggregation Group or Permissive Aggregation
                           Group is a fraction, the numerator of which is the
                           sum of account balances under the aggregated Defined
                           Contribution Plans for all Key Employees determined
                           in accordance with Subsection 22.02(3)(a) above, and
                           the present value of accrued benefits under the
                           aggregated Defined Benefit Plans for all Key
                           Employees, both calculated as of the Determination
                           Date, and the denominator of which is the sum of the
                           account balances under the aggregated Defined
                           Contribution Plans for all participants determined
                           under Subsection 22.02(3)(a) above, and the present
                           value of accrued benefits under the Defined Benefit
                           Plans for all participants, both calculated as of the
                           Determination Date, all determined in accordance with
                           Code Section 416 and the regulations thereunder.

                           The accrued benefits under a Defined Benefit Plan in
                           both the numerator and denominator of the Top Heavy
                           Ratio are increased for any distribution of an
                           accrued benefit made in the five (5) year period
                           ending on the appropriate Determination Date. In
                           determining the account balances or accrued benefits
                           which have been distributed in the five (5) year
                           period ending on the Determination Date,
                           distributions under a terminated plan shall be
                           included, provided such terminated plan, if it had
                           not been terminated would have been included in a
                           Required Aggregation Group.

                  (c)      For purposes of Subsections (a) and (b) above, the
                           value of account balances and the present value of
                           accrued benefits shall be determined as of the most
                           recent Valuation Date that falls within or ends with
                           the twelve (12) month period ending on the
                           Determination Date except as provided in Code Section
                           416 and the regulations thereunder for the first and
                           second plan years of a Defined Benefit Plan. The
                           present value of accrued benefits under Defined
                           Benefit Plans shall be determined using the single
                           accrual method used for all plans of the Employers
                           and Affiliated Companies, or if no such single method
                           exists, using a method which results in benefits
                           accruing


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<PAGE>
                           not more rapidly than the slowest accrual rate
                           permitted under Code Section 411(b)(1)(C) as of said
                           Valuation Date as if the person voluntarily
                           terminated employment as of such Valuation Date.

                           For Plan Years beginning prior to January 1, 1987,
                           the present value of accrued benefits shall be
                           determined under the provisions of the applicable
                           Defined Benefit Plan without regard to the preceding
                           sentence. If any Participant was a Key Employee as
                           set forth in Subsection 22.01(4) above for any prior
                           Plan Year, but such Participant ceases to be a Key
                           Employee for any Plan Year, such Participant's
                           account balances and accrued benefits shall not be
                           taken into account for purposes of determining
                           whether or not this Plan is a Top Heavy Plan or a
                           Super Top Heavy Plan as of the Determination Date of
                           said Plan Year. Accounts and accrued benefits shall
                           be calculated to include all amounts attributable to
                           both contributions by an Employer or an Affiliated
                           Company and contributions by persons employed by the
                           Employer or Affiliated Company, but shall exclude
                           amounts attributable to voluntary deductible
                           contributions by said persons.

                           The calculation of the Top Heavy Ratios, and the
                           extent to which distributions, rollovers and
                           transfers are taken into account shall be made in
                           accordance with Code Section 416 and the regulations
                           thereunder. When aggregating plans for purposes of a
                           Permissive Aggregation Group or a Required
                           Aggregation Group, the value of account balances and
                           accrued benefits will be calculated with reference to
                           the Determination Dates that fall within the same
                           calendar year. Notwithstanding the provisions of
                           Subsections (a) and (b) above, in determining the
                           fractions referred to therein, there shall not be
                           taken into account the accrued benefits or account
                           balances of any person who has not performed services
                           for any Employer or Affiliated Company maintaining
                           any Defined Contribution Plan or Defined Benefit Plan
                           referred to in such Subsections at any time during
                           the five (5) year period ending on the Determination
                           Date.

22.03    Minimum Requirements. Notwithstanding any other provision of this Plan
         to the contrary, if the Plan is a Top Heavy Plan for any Plan Year,
         then the following provisions shall apply:

         (1)      Vesting. Any Participant who is credited with an Hour of
                  Service in the first Plan Year in which the Plan is a Top
                  Heavy Plan, or in any subsequent Plan Year after such first
                  Plan Year (whether or not the Plan is a Top Heavy Plan in such
                  subsequent Plan Year) shall have his percentage of vested
                  benefits owing upon a Termination of Employment determined
                  pursuant to the following schedule, in lieu of the schedule
                  set forth in Section 10.01 hereof:

<Table>
<Caption>
                           VESTING YEARS OF SERVICE                 PERCENTAGE
<S>                                                                 <C>
                           Less than 2 years                             0%
                           2 years but less than 3 years                20%
                           3 years but less than 4 years                40%
                           4 years but less than 5 years                60%
                           5 years but less than 6 years                80%
                           6 years or more                             100%
</Table>

         (2)      Required Minimum Allocation of Company Contributions. Except
                  as otherwise provided in this Article XXII and notwithstanding
                  any other provision of this Plan to the contrary, for any


                                       71
<PAGE>
                  Plan Year in which the Plan is a Top Heavy Plan, the Company
                  Contributions and Forfeitures, if any, allocated on behalf of
                  each Participant who is a Non-Key Employee shall not be less
                  than the lesser of: (a) three percent (3%) of such
                  Participant's Limitation Year Compensation, or (b) the largest
                  percentage of Company Contributions and Forfeitures, if any,
                  as a percentage of the Key Employee Participant's
                  Compensation, allocated on behalf of any Key Employee
                  Participant for that Plan Year; provided, however, that the
                  provisions of clause (b) hereof shall not apply to any plan
                  included in a Required Aggregation Group if such plan enables
                  a Defined Benefit Plan included in such Required Aggregation
                  Group to meet the requirements of Code Section 401(a)(4) or
                  410. The minimum allocation provided for herein shall be
                  determined without taking into account any Social Security
                  contributions, and shall be made without regard to any
                  contrary provisions of the Plan regarding the allocation of
                  Company Contributions and Forfeitures to affected Participants
                  which might otherwise result in such Participant being
                  entitled to no allocation or a lesser allocation due to the
                  Participant's failure to complete one thousand (1,000) Hours
                  of Service (or the equivalent) during the Plan Year, the
                  Participant's failure to make mandatory employee
                  contributions, or, in the case of a cash or deferred
                  arrangement, elective contributions, or the Participant's
                  failure to earn a stated amount of Compensation; provided,
                  however, that such minimum allocation shall not be required to
                  be made on behalf of any Participant who is not actively
                  employed by an Employer on the last day of the applicable Plan
                  Year. For purposes of this Section 22.03, all Defined
                  Contribution Plans required to be included in a Required
                  Aggregation Group shall be treated as one plan.

22.04    Minimum Benefits for Employers or Affiliated Companies Maintaining
         Defined Benefit Plans. If any Participant who is a Non-Key Employee is
         also a participant under a Defined Benefit Plan maintained by an
         Employer or Affiliated Company which is also a Top Heavy Plan, then
         Subsection 22.03(2) shall not apply, and such Participant shall receive
         an allocation of Company Contributions and Forfeitures in an amount no
         less than five percent (5%) of such Participant's Compensation under
         the Plan for the applicable Plan Year. Such allocation shall be made
         without regard to the amount allocated under the Plan on behalf of any
         Key Employee Participant for such Plan Year. For purposes of this
         Section 22.04, all Defined Contribution Plans required to be included
         in a Required Aggregation Group shall be treated as one plan.

22.05    Minimum Benefits for Employers or Affiliated Companies Maintaining
         Defined Contribution Plans. If any Participant who is a Non-Key
         Employee is also a participant under another Defined Contribution Plan
         maintained by an Employer or Affiliated Company which is also a Top
         Heavy Plan, the minimum allocation required under Code Section 416
         shall be made in this Plan pursuant to Subsection 22.03(2).

22.06    Super Top Heavy Plans. If in any Plan Year in which the Plan is a Top
         Heavy Plan: (1) it is also a Super Top Heavy Plan, or (2) it does not
         provide minimum benefits under Subsection 22.03(2) after substituting
         "four percent (4%)" for "three percent (3%)" contained in clause (1) of
         the first sentence of said Subsection, or (3) if Section 22.04 hereof
         applies, it does not provide minimum benefits under said Section 22.04
         after substituting "seven and one-half percent (7 1/2%)" for "five
         percent (5%)" contained in the first sentence of said Section, then, in
         any such event, for purposes of the definitions set forth in
         Subsections 5.09(3) and 5.09(5) hereof, the dollar limitations
         contained in Code Sections 415(e)(2)(B) and 415(e)(3)(B) shall be
         multiplied by 1.0 rather than 1.25.

         Notwithstanding the foregoing provisions of this Section 22.06, for
         Limitation Years beginning prior to December 31, 1999, if the
         application of said provisions would cause any individual to exceed the
         combined limits of Section 5.08 hereof, if applicable, then the
         requirements of this Section 22.06 shall


                                       72
<PAGE>
         be suspended as to such individual until such time as he no longer
         exceeds the limitations of said Section 5.08 as modified by this
         Section 22.06, and during the period of such suspension, said
         individual shall receive no allocation of Company Contributions or
         Forfeitures, if any, and shall be entitled to make no voluntary
         employee contributions, if any, under this Plan or any other Defined
         Contribution Plan, maintained by an Employer or an Affiliated Company,
         and there shall be no accruals of benefits for such individual under
         any Defined Benefit Plan maintained by an Employer or an Affiliated
         Company. The provisions of this paragraph shall not apply for
         Limitation Years beginning on or after January 1, 2000.

                                  ARTICLE XXIII

                                  MISCELLANEOUS

23.01    Effect of Bankruptcy and Other Contingencies Affecting an Employer.
         Neither the bankruptcy, receivership, insolvency, liquidation,
         dissolution, merger, consolidation or reorganization of an Employer, or
         any other eventuality affecting the Employer, shall terminate the Trust
         or render ineffectual this Plan or discharge any Employer from any
         liabilities to the Trust for which it shall already have become
         obligated, but the same shall continue in full force and effect as
         though such eventuality had not occurred; however, the Benefits
         Advisory Committee shall in such event be authorized hereby to make any
         and all rules and regulations not inconsistent with the purposes of the
         Plan as shall be necessary to deal with such change in the situation of
         the Plan and Trust.

23.02    Benefits Payable by Trust. All benefits payable under the Plan shall be
         paid or provided for solely from the Trust Fund. No Employer assumes
         any liability or responsibility therefor.

23.03    Withholding. The Plan Administrator shall determine whether or not
         federal income tax withholding is required with respect to any
         distribution or withdrawal hereunder, shall direct the Trustee to
         withhold any amounts required by law to be withheld, and shall furnish
         the Trustee with any information required by Treasury regulations
         regarding withholding. Notwithstanding any other provision of this Plan
         to the contrary, all rights and benefits of a Participant, Beneficiary
         or Alternate Payee are subject to withholding of any tax required by
         law to be withheld.

23.04    Interpretation of the Plan and Trust. It is the intention of the
         Employers that the Plan, and the Trust established by the Employers to
         implement the Plan, shall comply with the provisions of Code Sections
         401 and 501 and the requirements of ERISA, and the corresponding
         provisions of any subsequent laws, and the provisions of the Plan and
         Trust Agreement shall be construed to effectuate such intention.

23.05    Provisions Hereof for Sole Benefit of Parties Hereto and Participants.
         All of the covenants, stipulations and agreements contained in this
         Plan are and shall be for the sole and exclusive benefit of and binding
         upon the parties hereto, their successors and assigns, and the
         Participants and their Beneficiaries.

23.06    Article and Section Headings. The titles or headings of the respective
         Articles and Sections in this Plan are inserted merely for convenience
         and shall be given no legal effect.

23.07    Formal Action by Employer. Any formal action herein permitted or
         required to be taken by an Employer shall be:


                                       73
<PAGE>

         (1)      if and when a partnership, by written instrument executed by
                  one or more of its general partners or by written instrument
                  executed by a person or group of persons who has been
                  authorized by written instrument executed by one or more
                  general partners as having authority to take such action;

         (2)      if and when a proprietorship, by written instrument executed
                  by the proprietor or by written instrument executed by a
                  person or group of persons who has been authorized by written
                  instrument executed by the proprietor as having authority to
                  take such action;

         (3)      if and when a corporation, by resolution of its board of
                  directors or other governing board, or by written instrument
                  executed by a person or group of persons who has been
                  authorized by resolution of its board of directors or other
                  governing board as having authority to take such action;

         (4)      if and when a joint venture, by written instrument executed by
                  one of the joint venturers or by written instrument executed
                  by a person or group of persons who has been authorized by
                  written instrument executed by one of the joint venturers as
                  having authority to take such action; or

         (5)      if and when a limited liability company, by written instrument
                  executed by one of more of its members or by written
                  instrument executed by a person or group of persons who has
                  been authorized by written instrument executed by one or more
                  of its members as having authority to take such action.

23.08    Applicable Law. This Plan shall be governed by the laws of the State of
         Texas to the extent not preempted by applicable federal law.

         IN WITNESS WHEREOF, Hastings Entertainment, Inc. has caused this Plan
to be executed by its duly authorized representative this 7th day of February,
2002.


                                          HASTINGS ENTERTAINMENT, INC.




                                          By: /s/ Dan Crow
                                          Name: Dan Crow
                                          Title: Vice President and Chief
                                                   Financial Officer


                                       74
<PAGE>

                        SERVICE WITH PREDECESSOR EMPLOYER


None

                                       75
<PAGE>

                             PARTICIPATION AGREEMENT


         The undersigned Affiliated Company, by executing this Participation
Agreement, elects to become a participating employer in the Hastings
Entertainment, Inc. Associates' Stock Ownership Plan and Trust Agreement
("Plan") as provided for in Section 17.01 of the Plan, as if the Affiliated
Company were a signatory to that Plan. The Affiliated Company accepts, and
agrees to be bound by, all of the elections granted under the provisions of the
Plan as made by Hastings Entertainment, Inc., the Sponsoring Company.

         1. The Effective Date of the undersigned Affiliated Company's
participation in the designated Plan is April 1, 2000.

         2. The undersigned Affiliated Company's adoption of this Plan
constitutes the adoption of an amendment and restatement of a this Plan as it is
currently maintained by the Plan Sponsor, and having an original effective date
of June 1, 1993.


         Dated this 7th day of February, 2002.

                                         AFFILIATED COMPANY:
                                         HASTINGS INTERNET, INC.
                                         ------------------------------
                                         EIN: 85-0450809



                                         By: /s/ Dan Crow
                                         Name: Dan Crow
                                         Title: Vice President and Chief
                                                  Financial Officer


                                         SPONSORING COMPANY:

                                         HASTINGS ENTERTAINMENT, INC.
                                         EIN: 75-1386375


                                         By: /s/ Dan Crow
                                         Name: Dan Crow
                                         Title: Vice President and Chief
                                                  Financial Officer


                                       76