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                                                                     EXHIBIT 4.1


                        BOWATER INCORPORATED SAVINGS PLAN

                (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997)



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                                TABLE OF CONTENTS


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                                                                            ----

INTRODUCTION...................................................................1

         A.       Establishment of Plan........................................1
         B.       Restatement of Plan..........................................1
         C.       Plan Mergers.................................................1
         D.       Objective of Plan............................................1

ARTICLE I  DEFINITIONS.........................................................3

         1.01     Accounts.....................................................3
         1.02     Acquisition Loan.............................................3
         1.03     Active Participant...........................................3
         1.04     Additional Matching Contributions............................3
         1.05     Affiliated Company...........................................3
         1.06     After-Tax Rollover Contribution Account......................3
         1.07     Basic Post-Tax Contribution Account..........................3
         1.08     Basic Pre-Tax Contribution Account...........................3
         1.09     Beneficiary..................................................3
         1.10     Board........................................................4
         1.11     Catch-Up Contribution Account................................4
         1.12     Code.........................................................4
         1.13     Company......................................................4
         1.14     Company Stock................................................4
         1.15     Current or Accumulated Profits...............................4
         1.16     Disability...................................................4
         1.17     Earnings.....................................................5
         1.18     Effective Date...............................................5
         1.19     Employee.....................................................5
         1.20     Employer.....................................................5
         1.21     Employer Contributions.......................................5
         1.22     Employer Contribution Account................................5
         1.23     Employment...................................................5
         1.24     Enrollment Date..............................................5
         1.25     ERISA........................................................5
         1.26     ESOP Account.................................................5
         1.27     ESOP Contributions...........................................6
         1.28     Fiduciary....................................................6
         1.29     Financed Shares..............................................6
         1.30     FlexPlan Contributions.......................................6
         1.31     Forfeitures..................................................6
         1.32     Full-Time Employee...........................................6
         1.33     Gainsharing Contributions....................................6
         1.34     Hour of Service..............................................6
         1.35     Investment Funds.............................................7
         1.36     Matching Contributions.......................................7


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         1.37     Maternity or Paternity Reasons...............................7
         1.38     Part-Time Employee...........................................7
         1.39     Participant..................................................7
         1.40     Participant Contributions....................................7
         1.41     PAYSOP Account...............................................8
         1.42     PAYSOP Contributions.........................................8
         1.43     Plan.........................................................8
         1.44     Plan Administrator...........................................8
         1.45     Plan Year....................................................8
         1.46     Retirement...................................................8
         1.47     Rollover Contribution Account................................8
         1.48     Severance from Service Date..................................8
         1.49     Spouse.......................................................8
         1.50     Supplemental Post-Tax Contribution Account...................8
         1.51     Supplemental Pre-Tax Contribution Account....................8
         1.52     Trustee......................................................9
         1.53     Trust Fund...................................................9
         1.54     Unallocated Company Stock Account............................9
         1.55     Uniformed Service Leave......................................9
         1.56     USERRA.......................................................9
         1.57     Valuation Date...............................................9
         1.58     Year of Break in Service....................................10
         1.59     Years of Service............................................10

ARTICLE II  ELIGIBILITY AND PARTICIPATION.....................................12

         2.01     Eligibility.................................................12
         2.02     Participation...............................................13
         2.03     Cessation of Participation..................................13
         2.04     Effect of Reemployment on Plan Entry or Reentry.............13
         2.05     Prior Employment with Affiliated Company....................14

ARTICLE III  PARTICIPANT CONTRIBUTIONS........................................14

         3.01     Basic Post-Tax Contributions................................14
         3.02     Basic Pre-Tax Contributions.................................14
         3.03     Supplemental Post-Tax Contributions.........................14
         3.04     Supplemental Pre-Tax Contributions..........................15
         3.05     Catch-Up Contributions......................................16
         3.06     Contribution Limit and Payment..............................17
         3.07     Change in Amount of Contribution............................17
         3.08     Voluntary Suspension of Participant Contributions...........18
         3.09     Employment with Affiliated Company..........................18
         3.10     Plan to Plan Transfer.......................................19
         3.11     Rollover Contributions......................................19
         3.12     Contributions Upon Return From Military Leave...............20


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ARTICLE IV  EMPLOYER CONTRIBUTIONS............................................21

         4.01     Matching Contributions......................................21
         4.02     Additional Matching Contributions...........................22
         4.03     Mode of Payment.............................................22
         4.04     Forfeitures.................................................23
         4.05     Return of Certain Contributions to Employer.................23
         4.06     Statutory Limitation on Additions...........................23
         4.07     Combined Plans Limitation...................................25

ARTICLE V  INVESTMENT OPTIONS.................................................26

         5.01     Investment of Participant and Employer Contributions........26
         5.02     Investment Elections by Participants........................27
         5.03     Changes in Current Investment Elections.....................28
         5.04     Transfers of Accounts.......................................28

ARTICLE VI  VALUATION OF PARTICIPANTS' ACCOUNTS...............................29

         6.01     Accounts....................................................29
         6.02     Valuation of Accounts.......................................29
         6.03     Statement of Participant Accounts...........................30
         6.04     Timing of Credits and Deductions............................30

ARTICLE VII  PLAN BENEFITS....................................................31

         7.01     Retirement..................................................31
         7.02     Death.......................................................31
         7.03     Disability..................................................31
         7.04     Other Termination of Employment.............................31
         7.05     Transfer of Employment......................................31
         7.06     Payment of Benefits.........................................32
         7.07     Method of Payment...........................................34
         7.08     Proof of Death and Right of Beneficiary.....................35
         7.09     Special Distribution and Payment Requirements...............35
         7.10     Put Option..................................................36
         7.11     Direct Rollover of Distribution.............................37

ARTICLE VIII  WITHDRAWALS DURING EMPLOYMENT...................................38

         8.01     General Conditions for Withdrawals..........................38
         8.02     Withdrawal of Accounts......................................39
         8.03     Hardship Withdrawals........................................40
         8.04     Withdrawal After Age 59-1/2.................................42
         8.05     PAYSOP Accounts.............................................42


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ARTICLE IX  ADMINISTRATION....................................................42

         9.01     Fiduciaries.................................................42
         9.02     Responsibilities of the Company.............................42
         9.03     Responsibilities of the Trustee.............................43
         9.04     Responsibilities of the Plan Administrator..................43
         9.05     Delegation of Duties........................................44
         9.06     Committee Action............................................44
         9.07     Individual Indemnification..................................45
         9.08     Plan Expenses...............................................45

ARTICLE X  GENERAL PROVISIONS.................................................46

         10.01    Inalienability of Benefits..................................46
         10.02    No Right to Employment......................................46
         10.03    Uniform Administration......................................46
         10.04    Headings....................................................46
         10.05    Construction................................................46
         10.06    Unclaimed Distributions.....................................46
         10.07    Distributions to a Legal Representative.....................47
         10.08    Source of Payment...........................................47
         10.09    Plan Subject to IRS Approval................................47

ARTICLE XI  SPECIAL PROVISIONS................................................47

         11.01    Amendments to the Plan......................................47
         11.02    Merger, Consolidation or Transfer of Assets.................47
         11.03    Termination of the Plan.....................................47
         11.04    Withdrawal of an Employer...................................48
         11.05    Procedure...................................................48

ARTICLE XII  CLAIMS PROCEDURE.................................................48

         12.01    Claims Procedure............................................48
         12.02    Claim Review................................................49
         12.03    Exhaustion of Claims Procedure..............................50

ARTICLE XIII  TOP-HEAVY PROVISIONS............................................50

         13.01    General.....................................................50
         13.02    Definitions.................................................50
         13.03    Minimum Contribution........................................52

ARTICLE XIV  EXERCISE OF SHAREHOLDER'S RIGHTS.................................52

         14.01    Voting Shares of Company Stock..............................52
         14.02    Rights Other than Voting Rights.............................53
         14.03    Public Offers...............................................53


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ARTICLE XV  SPECIAL LIMITATIONS ON CONTRIBUTIONS..............................55

         15.01    Definitions.................................................55
         15.02    Determination and Treatment of Excess Deferrals.............60
         15.03    Computation of Actual Deferral Percentage...................60
         15.04    Limitation on Actual Contribution Percentage................61
         15.05    Excess Contributions and Excess Aggregate Contributions.....62
         15.06    Correction of Multiple Use of Alternative Limitation........64

ARTICLE XVI  ESOP INVESTMENTS AND ACQUISITION LOANS...........................64

         16.01    Investment of Certain Employer Contributions................64
         16.02    Valuation of Shares of Company Stock........................64
         16.03    Acquisition Loans...........................................65
         16.04    Dividends Used in Repayment of Acquisition Loan.............65
         16.05    Unallocated Company Stock Account...........................65
         16.06    Release of Shares of Company Stock..........................66
         16.07    Allocation of Proceeds of Sale or Other Disposition.........67

ARTICLE XVII  LOAN TO PARTICIPANTS............................................67

         17.01    Eligibility.................................................67
         17.02    Amount of Loan..............................................67
         17.03    Terms and Conditions........................................67

ARTICLE XVIII  CHANGE IN CONTROL PROVISIONS...................................69

         18.01    General.....................................................69
         18.02    Full Vesting................................................69
         18.03    Definitions.................................................69
         18.04    Allocations.................................................70
         18.05    Amendment...................................................71

ARTICLE XIX  FORMER NUWAY PAPER LLC EMPLOYEES.................................71

         19.01    Eligibility and Participation...............................71
         19.02    Participant Contributions...................................71
         19.03    Employer Contributions......................................71
         19.04    Prior Service Credit........................................71

ARTICLE XX  FORMER NEWSPRINT SOUTH, INC. EMPLOYEES............................72

         20.01    Eligibility And Participation...............................72
         20.02    Participant Contributions...................................72
         20.03    Prior Service Credit........................................72
         20.04    Withdrawals from Employer Contribution Accounts.............72


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ARTICLE XXI  BOWATER INCORPORATED COATED PAPER AND PULP DIVISIONS.............72

         21.01    Employer Contributions......................................72
         21.02    Initial Company Contributions...............................72
         21.03    Payroll-Based Employee Stock Ownership Contributions........73

ARTICLE XXII FORMER PARTICIPANTS IN THE BOWATER INCORPORATED
SAVINGS PLAN FOR CERTAIN HOURLY EMPLOYEES.....................................73

         22.01    Employer Contributions......................................73
         22.02    Initial Company Contributions...............................73

ARTICLE XXIII  FORMER COOSA PINES EMPLOYEES...................................74

         23.01    Employer Contributions......................................74


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                        BOWATER INCORPORATED SAVINGS PLAN

                                  INTRODUCTION

A.       ESTABLISHMENT OF PLAN

         The Bowater Incorporated Salaried Employees' Savings Plan (the "Plan")
was established effective December 31, 1973 for the benefit of eligible salaried
employees of Bowater Incorporated (the "Company") and its subsidiaries that
adopt the Plan. The Plan was amended and restated, effective January 1, 1984, to
provide for payroll-based employee stock ownership contributions, to provide for
employee contributions on a before-tax basis, to incorporate amendments
previously made to the Plan, to make certain additional technical changes and to
provide for voluntary investments in Company stock.

         The Plan was amended January 1, 1985 to comply with applicable
provisions of the Tax Equity and Fiscal Responsibility Act of 1982, the Tax
Reform Act of 1984 and the Retirement Equity Act of 1984, as well as to reflect
certain changes in the administration of the Plan and certain technical changes.
Effective May 1, 1989 the Plan was amended to include both an employee stock
ownership plan ("ESOP"), as defined in Section 4975(e)(7) of the Internal
Revenue Code of 1986, as amended (the "Code"), and a defined contribution
savings plan (in the nature of a profit-sharing plan) with a cash or deferred
arrangement under Section 401(k) of the Code. Effective January 1, 1989, the
Plan was amended and restated to bring its provisions into conformance with the
Tax Reform Act of 1986, to accommodate certain provisions of the July 1, 1994
Master Trust Agreement between the Company and Fidelity Management Trust Company
and to make other administrative changes.

B.       RESTATEMENT OF PLAN

         Effective January 1, 1997, the Plan is amended and restated to bring
its provisions into conformance with the Small Business Job Protection Act of
1996 and the Taxpayer Relief Act of 1997 and to make further administrative
changes. Effective December 31, 2001 the name of the Plan is changed to the
Bowater Incorporated Savings Plan. Effective January 1, 2002, the Plan is
amended to expand the ESOP portion of the Plan to include all amounts invested
in the Company Stock Fund.

C.       PLAN MERGERS

         Effective April 1, 2001, the Newsprint South, Inc. Savings and
Investment Plan was merged into the Plan. The Bowater Incorporated/Coated Papers
and Pulp Division Hourly Employees' Savings Plan, Bowater Incorporated Savings
Plan for Certain Hourly Employees, U.S. Alliance Corp. Employees' Thrift Plan
and the U.S. Alliance Coosa Pines Corporation 401(k) Savings Plan are merged
into the Plan effective December 31, 2001.

D.       OBJECTIVE OF PLAN

         The objective of the Plan is to enhance the existing benefit programs
of the Company with respect to eligible employees and to encourage such
employees to further their own financial independence. The Plan is designed to
provide a systematic method of savings through regular contributions by eligible
employees. Employee contributions will be supplemented by

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employer contributions. All funds contributed will be held in trust, as
described hereinafter, and invested to achieve the objective of the Plan. The
Plan and the trust forming a part thereof are intended to meet the requirements
of Sections 401(a), 401(k), 409 and 501(a) of the Code, and the provisions of
the Employee Retirement Income Security Act of 1974, as amended.

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                                    ARTICLE I
                                   DEFINITIONS

         The following words and phrases shall have the meanings set forth
herein for purposes of the Plan and any subsequent amendment, unless a different
meaning is plainly required by the context. Where applicable, the masculine
pronoun shall include the feminine pronoun, and the singular shall include the
plural.

         1.01 ACCOUNTS. The separate accounts maintained for each Participant in
each Investment Fund in which the Participant has a balance, including the Basic
Post-Tax Contribution Account, the Supplemental Post-Tax Contribution Account,
the Basic Pre-Tax Contribution Account, the Supplemental Pre-Tax Contribution
Account, the Catch-Up Contribution Account, the Employer Contribution Account,
the ESOP Account, the PAYSOP Account, the Rollover Contribution Account and the
After-Tax Rollover Contribution Account as determined under Articles III and IV.

         1.02 ACQUISITION LOAN. A loan or other extension of credit made or
guaranteed by a "disqualified person" (as defined in Section 4975(e)(2) of the
Code) used by the Trustee to finance the acquisition of shares of Company Stock
under Section 16.03.

         1.03 ACTIVE PARTICIPANT. An eligible Employee who has on file with the
Employer an election to withhold part of his Earnings as a periodic contribution
to the Plan and who is currently having Earnings withheld.

         1.04 ADDITIONAL MATCHING CONTRIBUTIONS. Contributions made on a
Participant's behalf by an Employer under Section 4.02.

         1.05 AFFILIATED COMPANY. Any company or organization required to be
aggregated with the Company as a single employer under Sections 414(b), (c), (m)
or (o) of the Code.

         1.06 AFTER-TAX ROLLOVER CONTRIBUTION ACCOUNT. The value of that portion
of the Trust Fund which is attributable to the portion of a Participant's
Rollover Contributions under Section 3.11(b) which consists of after-tax
contributions.

         1.07 BASIC POST-TAX CONTRIBUTION ACCOUNT. The value of that portion of
the Trust Fund which is attributable to a Participant's Basic Post-Tax
Contributions under Section 3.01.

         1.08 BASIC PRE-TAX CONTRIBUTION ACCOUNT. The value of that portion of
the Trust Fund which is attributable to a Participant's Basic Pre-Tax
Contributions under Section 3.02.

         1.09 BENEFICIARY.

         (a) The person, estate or trust last designated by a Participant by
written notice filed with the Plan Administrator to receive any benefits payable
in the event of the Participant's death. In the absence of an effective
designation, or if no designated Beneficiary survives the Participant, the
Beneficiary shall be the first of the following classes of surviving
beneficiaries in successive preference: the Participant's (i) widow or widower;
(ii) children; (iii) parents; (iv) siblings; and (v) executor or administrator.

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         (b) Notwithstanding paragraph (a), if a Participant is married on the
date of his death, his Beneficiary shall be his surviving Spouse unless:

              (i)  The Participant has designated a Beneficiary other than his
                   Spouse, and

              (ii) The Participant's Spouse has consented in writing to such
                   other Beneficiary designation and the Spouse's consent
                   acknowledges the effect of such election and is witnessed by
                   a representative of the Plan Administrator or a notary
                   public, or it is established to the satisfaction of the Plan
                   Administrator that such consent cannot be obtained because
                   there is no Spouse or because the Spouse cannot be located.

         1.10 BOARD. The Board of Directors of the Company.


         1.11 CATCH-UP CONTRIBUTION ACCOUNT. The value of that portion of the
Trust Fund which is attributable to a Participant's Catch-Up Contributions under
Section 3.05.

         1.12 CODE. The Internal Revenue Code of 1986, as amended. All
references to any section of the Code shall also refer to any successor
statutory provision to such section.

         1.13 COMPANY. Bowater Incorporated or any successor by merger,
acquisition or otherwise with respect to its Employees. Whenever any power,
right, privilege, duty or responsibility is reserved to the Company under the
terms of the Plan, it may be exercised by the Board or by any individual,
committee or entity to whom the Board has expressly delegated the authority to
act in accordance with any procedure for delegation it has established.

         1.14 COMPANY STOCK. Common stock of the Company which is either
tradable on an established securities market or which has voting power and
dividend rights no less favorable than any other class of common stock issued by
the Company; provided that when used to describe shares to be acquired pursuant
to an Acquisition Loan, shares to be allocated to a Participant's ESOP Account
or Company Stock referred to in Section 6.02(d), including shares to be
purchased pursuant to Section 6.02(d), such term shall mean stock described in
Section 4975(e)(8) of the Code.

         1.15 CURRENT OR ACCUMULATED PROFITS. The Employer's net profits
determined in accordance with generally accepted accounting principles before
provision for income taxes and extraordinary items. No Employer Contribution
shall be made in any Plan Year where there are not sufficient current or
accumulated net profits. If the current or accumulated net profits of any
Employer are not sufficient to permit the required Employer Contributions, then
the amount of the Employer Contribution which such Employer is not permitted to
make may be contributed by any other Employer to the extent of the current or
accumulated net profits of such Employer that remain after contribution of the
Employer Contributions required on behalf of Participants employed by such other
Employer. No reimbursement shall be required as a result of such contribution.

         1.16 DISABILITY. The status of being totally and permanently disabled,
as determined by the Plan Administrator in its sole discretion, based on
satisfactory evidence furnished to the Plan Administrator by a licensed
physician.

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         1.17 EARNINGS. The total basic compensation paid to an Employee by the
Employer, excluding overtime pay, commissions, bonuses and any other extra
remuneration, but including severance pay received in periodic installments as
approved by the Plan Administrator in a uniform and nondiscriminatory manner,
and including any contribution to the Plan under Sections 3.02, 3.04(a) and
3.05, any compensation excluded from taxable income under Section 125 of the
Code, and, effective January 1, 1998, elective amounts excluded from taxable
income under Section 132(f)(4) of the Code. In addition to other applicable
limitations which may be set forth in the Plan and notwithstanding any other
contrary provision of the Plan, compensation taken into account under the Plan
shall not exceed $160,000 ($200,000 effective January 1, 2002), adjusted for
changes in the cost of living as provided in Section 415(d) of the Code.

         1.18 EFFECTIVE DATE. For the Company, January 1, 1997 or such later
date as is set forth herein for a specific provision. For each other Employer,
January 1, 1997 or such later date as such Employer adopts the Plan.

         1.19 EMPLOYEE. Any individual who is hired to perform duties for the
Employer either as a Full-Time Employee or a Part-Time Employee.

         1.20 EMPLOYER. Bowater Incorporated or any successor by merger,
acquisition or otherwise with respect to its Employees, or any Affiliated
Company which shall be designated by the Company's Vice President of Human
Resources as an Employer for purposes of this Plan, upon such terms and
conditions as said officer shall determine. Effective as of April 1, 2001,
"Employer" shall include Newsprint South, Inc. Effective as of October 1, 2000,
"Employer" shall include Bowater America Inc. The term "Employer" shall include
Bowater Nuway Incorporated, effective as of January 1, 2001, and Bowater Alabama
Inc., effective as of December 31, 2001.

         1.21 EMPLOYER CONTRIBUTIONS. Matching Contributions and Additional
Matching Contributions made under Sections 4.01 and 4.02.

         1.22 EMPLOYER CONTRIBUTION ACCOUNT. The value of that portion of the
Trust Fund which is attributable to Employer Contributions.

         1.23 EMPLOYMENT. The service as an Employee with the Employer and any
Affiliated Company.

         1.24 ENROLLMENT DATE. The Effective Date and thereafter the first day
of each month. In the case of any Affiliated Company which is designated as an
Employer, Enrollment Date shall also mean the effective date of such designation
and thereafter the first day of each month.

         1.25 ERISA. The Employee Retirement Income Security Act of 1974, as
amended. All references to any section of ERISA shall also refer to any
successor statutory provisions to such section.

         1.26 ESOP ACCOUNT. The Account established within the Company Stock
Fund as an employee stock ownership plan as defined in Section 4975(e)(7) of the
Code ("ESOP"), which are used exclusively to receive allocations of ESOP
Contributions. A Participant's ESOP Account shall include a sub-account
reflecting all payroll-based employee stock ownership

                                       5
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("PAYSOP") contributions made by an Employer for a Participant for Plan Years
beginning before January 1, 1987.

         1.27 ESOP CONTRIBUTIONS. Matching Contributions that match
Participants' Basic Contributions and Employer Contributions under Section 4.02
that are designated by the Employer as allocated to a Participant's ESOP
Account.

         1.28 FIDUCIARY. A person, committee or entity which exercises
discretionary control over the Plan or its assets, as defined in Section 3(21)
of ERISA, and such persons identified in Section 9.01.

         1.29 FINANCED SHARES. Shares of Company Stock acquired with an
Acquisition Loan.

         1.30 FLEXPLAN CONTRIBUTIONS. A contribution consisting of an amount
contributed on behalf of an Eligible Employee under an Employer-sponsored plan
meeting the requirements of Code Section 125 that the Eligible Employee elects
to contribute to the Plan in accordance with Section 3.02(c).

         1.31 FORFEITURES. The nonvested portion of a Participant's Account upon
distribution of the Account.

         1.32 FULL-TIME EMPLOYEE. An Employee who is designated as being
employed on a full-time basis on the Employer's payroll records.

         1.33 GAINSHARING CONTRIBUTIONS. A contribution consisting of an amount
that would otherwise be paid to an Eligible Employee under an Employer-sponsored
gainsharing plan or program that an Eligible Employee elects to contribute to
the Plan in accordance with Section 3.02(b).

         1.34 HOUR OF SERVICE.

         (a) For Plan Years beginning before January 1, 1997, Hours of Service
shall be equal to the hours of service credited under the provisions of the Plan
in effect on December 31, 1996.

         (b) Effective January 1, 1997, while an individual is a Full-Time
Employee, "Hour of Service" shall mean each hour for which an Employee is paid
or entitled to payment for the performance of duties for the Employer.

         (c) Effective January 1, 1997, while an individual is a Part-Time
Employee, "Hour of Service" shall mean:

              (i)  Each hour for which an Employee is paid or entitled to
                   payment for the performance of duties for the Employer during
                   the applicable period.

              (ii) Each hour for which an Employee is paid or entitled to
                   payment on account of a period of time during which no duties
                   are performed (irrespective of whether the Employee's
                   Employment has terminated) due to vacation, holiday, illness,
                   incapacity (including disability or pregnancy),

                                       6
<PAGE>
                   layoff, jury duty, Uniformed Service Leave (whether or not
                   paid or entitled to payment) or authorized leave of absence.
                   No more than 501 Hours of Service will be credited under
                   this subsection (ii) for any single continuous period
                   (whether or not such period occurs during a single
                   computation period).

             (iii) Each hour for which back pay, irrespective of mitigation of
                   damages, is either awarded or agreed to by the Employer.

The same Hours of Service shall not be credited both under (i) or (ii), as the
case may be, and under (iii) above.

         (d) In determining the Hours of Service credited to a Part-Time
Employee who is employed by the Employer on other than an hourly-rated basis,
such Employee shall be credited with ten Hours of Service per day for each day
the Employee would, if hourly-rated, be credited with Hours of Service pursuant
to paragraph (c)(i) above.

         (e) In the case of a payment which is made or due on account of a
period during which a Part-Time Employee performs no duties and which results in
the crediting of Hours of Service under either (c)(ii) or (c)(iii) above, to the
extent that such award or agreement is made with respect to such a period
described in (c)(ii) above, the number of Hours of Service to be credited shall
be determined in accordance with Department of Labor Regulation Section
2530.200b-2, which is incorporated herein by reference.

         (f) Nothing in this section shall be construed as denying an Employee
credit for an Hour of Service if credit is required under applicable federal
law.

         1.35 INVESTMENT FUNDS. The investment funds described under Section
5.01 to which contributions are allocated and into which Participants may direct
contributions or accounts to be invested, pursuant to Article V.

         1.36 MATCHING CONTRIBUTIONS. Employer Contributions which match (in the
percentage specified in Section 4.01) a Participant's Basic Post-Tax
Contributions or Basic Pre-Tax Contributions.

         1.37 MATERNITY OR PATERNITY REASONS. With respect to any Employee: (a)
the Employee's pregnancy; (b) the birth of the Employee's child; (c) the
placement of a child with the Employee in connection with the adoption of such
child by the Employee; or (d) the need to care for such child for a period
beginning immediately following such birth or placement.

         1.38 PART-TIME EMPLOYEE. An Employee who is designated as being
employed on a part-time basis on the Employer's payroll records.

         1.39 PARTICIPANT. An Active Participant or former Active Participant
who still has contributions credited to his Accounts.

         1.40 PARTICIPANT CONTRIBUTIONS. Contributions made under Sections 3.01,
3.02, 3.03, 3.04 and 3.05.

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<PAGE>

         1.41 PAYSOP ACCOUNT. The Account established on behalf of a Participant
attributable to a Participant's PAYSOP Contributions.

         1.42 PAYSOP CONTRIBUTIONS. Payroll-based employee stock ownership
contributions made by an Employer for a Participant for Plan Years beginning
before January 1, 1987.

         1.43 PLAN. The Bowater Incorporated Salaried Employees' Savings Plan,
as set forth herein, and as it may be amended from time to time. Effective
December 31, 2001, the Plan shall be known as the Bowater Incorporated Savings
Plan.

         1.44 PLAN ADMINISTRATOR. The Company or the individual or committee
appointed by the Board to administer the Plan.

         1.45 PLAN YEAR. The calendar year.

         1.46 RETIREMENT. Termination of employment after having attained age 50
and ten Years of Service under the Plan. Effective January 1, 2002, termination
of employment after having attained the earlier of (i) age 50 and ten Years of
Service under the Plan or (ii) age 55.

         1.47 ROLLOVER CONTRIBUTION ACCOUNT. The value of that portion of the
Trust Fund which is attributable to a Participant's Rollover Contributions under
Section 3.11(b) which does not consist of after-tax contributions.

      1.48 SEVERANCE FROM SERVICE DATE. The date on which the Full-Time Employee
quits, retires, is discharged or dies; or the first anniversary of the first
date of a period in which the Full-Time Employee remains absent from Employment
with or without pay, for any other reason, such as vacation, holiday, sickness,
disability, leave of absence or layoff. In the case of an Employee who is absent
from work for Maternity or Paternity reasons beyond the first anniversary of the
first date of such absence, the Severance from Service Date shall be the second
anniversary of the first date of such absence.

         In the case of an Employee who is absent from active employment on a
Uniformed Service Leave, his Severance from Service Date shall be the date the
Employee ceased active employment if and only if the Employee either fails to
return to employment with the Employer or if his level of absence is otherwise
deemed to have not been a Uniformed Service Leave. In all other cases, an
Employee's Severance from Service Date shall not be deemed to occur in
connection with his taking of Uniformed Service Leave.

         1.49 SPOUSE. The person legally married to the Participant at the time
an action or event relevant for Plan purposes occurs.

         1.50 SUPPLEMENTAL POST-TAX CONTRIBUTION ACCOUNT. The value of that
portion of the Trust Fund which is attributable to a Participant's Supplemental
Post-Tax Contributions under Section 3.03.

         1.51 SUPPLEMENTAL PRE-TAX CONTRIBUTION ACCOUNT. The value of that
portion of the Trust Fund which is attributable to a Participant's Supplemental
Pre-Tax Contributions under Section 3.04.

                                       8
<PAGE>

         1.52 TRUSTEE. Fidelity Management Trust Company, as Trustee under the
Master Trust Agreement between Bowater Incorporated and Fidelity Management
Trust Company, dated as of July 1, 1994, and, to the extent not succeeded
thereby and, solely for purposes of the Acquisition Loan, Wachovia Bank and
Trust Company as Trustee under the Bowater Incorporated Master Trust Agreement,
as amended and restated as of May 1, 1989, and their respective successors,
which trustee relationship shall expire upon satisfaction of the Acquisition
Loan.

         1.53 TRUST FUND. The aggregate funds held by the Trustees under the
Plan pursuant to the trust agreements between the Company and the Trustees.
Unallocated Company Stock Accounts shall be eliminated upon satisfaction of the
Acquisition Loan and complete release of Financed Shares.

         1.54 UNALLOCATED COMPANY STOCK ACCOUNT. Solely for purposes of the
Acquisition Loan, the Account established for Financed Shares pursuant to
Section 16.05, which shares have not yet been released from such Account for
purposes of allocation to Participants' Accounts.

         1.55 UNIFORMED SERVICE LEAVE. An approved leave of absence taken in
order to perform uniformed service, duty or training within the meaning of
USERRA, which is effective as of December 12, 1994. Such Uniformed Service Leave
shall continue from the Participant's date of entry into the uniformed service
until the earliest of the following:

            (i)    the expiration of the period following the date of his
                   discharge from uniformed service during which he is required
                   to apply for reemployment with the Employer under USERRA;

            (ii)   the date of his return to employment by the Employer;

            (iii)  the date on which he takes employment with an employer other
                   than his prior Employer or an Affiliated Employer (if any);
                   or

            (iv)   the date of his death.

         Notwithstanding the foregoing and for all purposes under the Plan,
Uniformed Service Leave shall include only those periods during which an
Employee is protected under USERRA. If an employee takes a leave of absence to
perform uniformed service and fails to return to employment with the Employer
prior to the expiration of his reemployment rights under USERRA, the entire
period of his leave of absence shall be deemed to not qualify as a Uniformed
Service Leave.

         1.56 USERRA. USERRA means the Uniformed Services Employment and
Reemployment Rights Act of 1994, as amended, or any successor statute, and the
rulings and regulations promulgated thereunder.

         1.57 VALUATION DATE. The last business day of each month (and any other
date specified by the Trustee), on which the Trust Fund is valued in accordance
with Article VI. As to Accounts maintained in any Investment Fund which is
valued daily, each business day may be deemed to be a Valuation Date.

                                       9
<PAGE>

         1.58 Year of Break in Service.

         (a) For Plan Years beginning before January 1, 1997, Years of Break in
Service shall be determined under the Plan in effect on December 31, 1996.

         (b) Effective January 1, 1997, while an individual is a Full-Time
Employee, "Year of Break in Service" shall mean any 12-month period, computed
from the Employee's Severance from Service Date, during which the Employee does
not complete one or more Hours of Service. A Year of Break in Service shall
occur on the last day of the first such 12-month period, and additional Years of
Break in Service shall occur for each succeeding 12-month period, or allocable
part thereof computed in months and days (with an aggregate of 30 days
constituting a month), during which the Employee does not complete one or more
Hours of Service.

         (c) Effective January 1, 1997, while an individual is a Part-Time
Employee, "Year of Break in Service" shall mean a Plan Year in which the
Part-Time Employee fails to complete 501 or more Hours of Service. Solely for
purposes of determining whether a Year of Break in Service for participation and
vesting purposes has occurred, a Part-Time Employee who is absent from
Employment for Maternity or Paternity Reasons shall be credited with the Hours
of Service which he would have earned but for such absence or, in any case in
which such hours cannot be determined, eight Hours of Service per day of such
absence. The Hours of Service credited under this paragraph shall be credited in
the computation period in which the absence begins, if necessary to prevent a
Year of Break in Service in that period, or, in all other cases, in the
following computation period.

         1.59 YEARS OF SERVICE.

         (a) For Employment before January 1, 1997, Years of Service shall be
equal to the years of service credited under the Plan then in effect.

         (b) For Employment beginning on or after January 1, 1997:

            (i)    While an individual is a Full-Time Employee, "Years of
                   Service" shall mean the Employee's aggregate period of
                   Employment consisting of Years of Service and parts thereof,
                   with each Year of Service consisting of 12 months and with
                   each month thereof consisting of 30 days. Years of Service
                   shall be computed beginning on the date the Employee first
                   completes an Hour of Service upon commencing or recommencing
                   Employment and ending on his next following Severance from
                   Service Date. Years of Service shall include the period of
                   time between a Full-Time Employee's Severance from Service
                   Date and the date the individual next completes an Hour of
                   Service, provided that such Hour of Service is completed
                   within 12 months of the date the individual last completed an
                   Hour of Service. An Employee's period of Uniformed Service
                   Leave shall be credited as Years of Service, provided the
                   Employee resumes employment with the Employer within the
                   period during which the Employee's reemployment rights are
                   protected under USERRA.

            (ii)   While an individual is a Part-Time Employee:

                                       10
<PAGE>

                 (A)    Year of Service for participation shall mean the
                        12-month period commencing on the date the Part-Time
                        Employee first completes an Hour of Service, provided
                        that he is credited with not less than 1,000 Hours of
                        Service during such 12-month period. If the Part-Time
                        Employee fails to complete 1,000 or more Hours of
                        Service within such 12 month period, Year of Service
                        shall mean the first Plan Year (beginning with the Plan
                        Year that includes the first anniversary of the date the
                        Employee first completed an Hour of Service) during
                        which a Part-Time Employee is credited with 1,000 or
                        more Hours of Service.

                 (B)    Year of Service for purposes of determining the vested
                        portion of a Participant's Account shall mean a Plan
                        Year during which a Part-Time Employee completes 1,000
                        or more Hours of Service.

                 (C)    An Employee's period of Uniformed Service Leave shall be
                        credited as Years of Service, provided the Employee
                        resumes employment with the Employer within the period
                        during which the Employee's reemployment rights are
                        protected under USERRA.

         (c) For purposes of determining whether an Employee who transfers
between Full-Time Employment and Part-Time Employment during a Plan Year has
earned a Year of Service for such Plan Year, the following rules shall apply:

            (i)    In the case of a Full-Time Employee who transfers to
                   Employment as a Part-Time Employee, the Employee shall
                   receive credit as of the date of transfer for Years of
                   Service as computed under Section 1.59(b)(i), and shall be
                   credited with ten Hours of Service for each day he worked in
                   such Plan Year as a Full-Time Employee and with the Hours of
                   Service described under Section 1.34(c) for the portion of
                   the Plan Year the Employee worked as a Part-Time Employee.

            (ii)   In the case of a Part-Time Employee who transfers to
                   Employment as a Full-Time Employee, the Employee shall
                   receive credit as of the beginning of the Plan Year for Years
                   of Service as computed under Section 1.59(b)(ii), and shall
                   receive credit towards a Year of Service equal to the greater
                   of the credit towards a Year of Service he would receive
                   under Section 1.59(b)(i) for the entire Plan Year and the
                   credit towards a Year of Service he would receive under
                   Section 1.34(c) for the portion of the Plan Year he worked as
                   a Part-Time Employee.

            (iii)  Notwithstanding any provision of this subsection (c) to the
                   contrary, the Plan shall comply with Treasury Regulation
                   Section 1.410(a)-(7)(f) in crediting Years of Service for
                   Employees who transfer between Full-Time Employment and
                   Part-Time Employment during a Plan Year.

                                       11
<PAGE>

         (d) The following rules shall apply for purposes of determining the
Years of Service credited to a Participant whose Employment terminates and
subsequently recommences.

            (i)    If the Participant either:

                   (A)  terminates Employment after he is fully vested in his
                        Account; or

                   (B)  terminates and recommences Employment after incurring at
                        least one but less than five consecutive Years of Break
                        in Service,

                   then his Years of Service shall include those Years of
                   Service he earned before the termination of his Employment,
                   provided that he satisfies the applicable eligibility
                   requirements of Section 2.01 following his reemployment.

            (ii)   If the Participant terminates his Employment before he is
                   fully vested in his Accounts and he is reemployed after
                   incurring five or more consecutive Years of Break in Service,
                   his Years of Service shall not include periods before the
                   termination of his Employment.

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

         2.01 ELIGIBILITY.

         (a) An Employee who is an Active Participant as of December 31, 1996
shall continue to be an Active Participant as of January 1, 1997, provided the
Participant continues to meet the requirements of Section 2.02 and has not
ceased Active Participation under Section 2.03.

         (b) Subject to paragraph (c) and Sections 2.04 and 2.05, each other
Employee shall be eligible to become a Participant on any Enrollment Date
following (i) his Employment commencement date, if he is a Full-Time Employee;
or (ii) his completion of a Year of Service if he is a Part-Time Employee;
provided that he does not participate in any other non-governmental
tax-qualified defined contribution plan to which the Employer makes
contributions on his behalf and he is not a member of a collective bargaining
unit for which qualified plan benefits have been the subject of good faith
bargaining with the Employer pursuant to a currently effective collective
bargaining agreement, unless such agreement provides for participation
hereunder.

         (c) Notwithstanding paragraph (b), to be eligible, an Employee must be
subject to the direction and control of an Employer and receive from the
Employer a regular stated compensation, including a pay arrangement or paid
leave of absence, unless contractually agreed otherwise, but excluding a
pension, retainer or fee under contract. An Employee shall be eligible to
participate only if the Employee (i) is paid salary, wages or other compensation
by the Employer for a period of time, (ii) is considered by the Employer to be a
common law employee at the time of the payment of such amounts and (iii) have
his or her salary, wages or other compensation treated by the Employer at the
time of payment as subject to statutorily required

                                       12
<PAGE>

payroll tax withholding. For this purpose, statutorily required "backup
withholding" shall not be considered payroll tax withholding.

         All other individuals (Employees or otherwise) shall be ineligible to
participate in the Plan, even if determined under any federal or state law,
ruling or regulation to be (or to have been) common law or statutory employees
of the Employer for the period of time in question. In addition, individuals
(Employees or otherwise) who perform services as leased employees within the
meaning of Section 414(n) of the Code are ineligible to participate.

         Notwithstanding any provision of the Plan to the contrary, prior to
January 1, 1999, an Employee who transfers to employment with the Company from
employment with Avenor America Inc. shall be ineligible to participate in the
Plan.

         (d) Each Employee transferred from hourly status shall be eligible to
make a plan to plan transfer under the provisions of Section 3.10 at any time
through December 31, 2001.

         2.02 PARTICIPATION. An eligible Employee shall become an Active
Participant as of any applicable Enrollment Date if on or before such date and
within the time period prescribed by the Plan Administrator the Employee files
with the Employer an enrollment form prescribed by the Plan Administrator on
which he designates the rate of his Participant contributions, designates a
Beneficiary, authorizes the Employer to make payroll deductions and makes
investment elections as provided under the Plan. An eligible Employee who does
not file an enrollment form in accordance with the preceding sentence shall
become an Active Participant on the first succeeding Enrollment Date after the
date the Employee files such enrollment form with the Employer. With respect to
the plan to plan transfers under Section 3.10, an Employee shall automatically
become a Participant at the time of such transfer.

         2.03 CESSATION OF PARTICIPATION.

         (a) An Employee shall cease to be an Active Participant in the event of
the following:

            (i)    upon the voluntary suspension of his contributions under
                   Section 3.08;

            (ii)   upon the mandatory suspension of his contributions under
                   Article VIII;

            (iii)  upon a Year of Break in Service by the Employee; or

            (iv)   upon any change in his status as an Employee that would make
                   him ineligible to become or remain a Participant under
                   Section 2.01, including a transfer to hourly status or to an
                   Affiliated Company that is not an Employer.

         (b) Participation (but not Active Participation) shall continue until a
Participant's Accounts are distributed in full to him or his Beneficiary or
until forfeited.

         2.04 EFFECT OF REEMPLOYMENT ON PLAN ENTRY OR REENTRY. This section
shall apply to Employees who terminate Employment and are subsequently
reemployed by the Employer.

                                       13
<PAGE>

         (a) An Employee who is a Participant and who terminates his Employment
and is reemployed before he incurs a Year of Break in Service (based on his
status as a Full-Time or Part-Time Employee as of his termination of Employment)
shall be eligible to participate in the Plan as of the date of his reemployment,
provided that the Employee actively participated in the Plan before his
termination of Employment. If the Employee satisfied the eligibility conditions
of Section 2.01 but terminated his Employment before becoming a Participant, he
may become a Participant in the Plan on the later of: (i) the date of his
reemployment or (ii) the Enrollment Date on which he would have become a
Participant had he not terminated his Employment.

         (b) If a Participant terminates his Employment and either: (i) is fully
vested in his Accounts; or (ii) is reemployed after incurring at least one but
less than five consecutive Years of Break in Service, he may participate in the
Plan as of the date he satisfies the applicable eligibility requirements of
Section 2.01 following the date of his reemployment.

         (c) If a Participant terminates his Employment before being fully
vested in his Accounts and he is reemployed after incurring five or more
consecutive Years of Breaks in Service, he shall be treated as a new Employee
for purposes of eligibility to participate in the Plan upon his reemployment.

         2.05 PRIOR EMPLOYMENT WITH AFFILIATED COMPANY. Any person who becomes
an Employee and who was previously employed by an Affiliated Company, or who
previously performed services as a leased employee within the meaning of Section
414(n) of the Code (if the Company was the recipient of such services) shall
have such service taken into account, credited solely for purposes of
determining eligibility to participate and vesting under the Plan.

                                  ARTICLE III
                            PARTICIPANT CONTRIBUTIONS

         3.01 BASIC POST-TAX CONTRIBUTIONS. Each Active Participant may elect to
make Basic Post-Tax Contributions to the Plan in whole percentages of the
Participant's Earnings, up to a maximum (including elected contributions under
Section 3.02) of six percent.

         3.02 BASIC PRE-TAX CONTRIBUTIONS. Subject to the rules set forth in
this Section 3.02, Section 4.06 and 4.07, an Eligible Employee who has satisfied
the participation requirement set forth in Section 2.02 may elect to make Basic
Pre-Tax Contributions to the Plan in whole percentages of the Participant's
Earnings, up to a maximum (including elected contributions under Section 3.01)
of six percent.

         3.03 SUPPLEMENTAL POST-TAX CONTRIBUTIONS.

         (a) For Plan Years ending before January 1, 2002, each Active
Participant who is making Basic Post-Tax Contributions of six percent of
Earnings under Section 3.01 may elect to make Supplemental Post-Tax
Contributions to the Plan in whole percentages of the Participant's Earnings, up
to a maximum (including elected contributions under Section 3.01) of 10% of the
Participant's Earnings.

         (b) Effective January 1, 2002, each Active Participant who is making
Basic Post-Tax Contributions and Basic Pre-Tax Contributions totaling six
percent of Earnings under Sections

                                       14
<PAGE>

3.01 and 3.02 may elect to make Supplemental Post-Tax Contributions to the Plan
in whole percentages of the Participant's Earnings, up to a maximum (including
elected contributions under Section 3.04(a)) of 44% of the Participant's
Earnings.

         3.04 SUPPLEMENTAL PRE-TAX CONTRIBUTIONS. Subject to the rules set forth
in this Section 3.04, Section 4.06 and 4.07, an Eligible Employee who has
satisfied the participation requirement set forth in Section 2.02 may elect to
make the types of Supplemental Pre-Tax Contributions described in subsections
(a), (b) and (c) below:

        (a)   Percentage Contributions.

              (i)  For Plan Years ending before January 1, 2002, each Active
                   Participant who is making Basic Pre-Tax Contributions of six
                   percent of Earnings under Section 3.02 may elect to make
                   additional Supplemental Pre-Tax Contributions to the Plan of
                   up to 3% (in whole percentages) of the Participant's
                   Earnings.

              (ii) Effective January 1, 2002, each Active Participant who is
                   making Basic Pre-Tax Contributions and Basic Post-Tax
                   Contributions totaling six percent of Earnings under Sections
                   3.01 and 3.02 may elect to make Supplemental Pre-Tax
                   Contributions to the Plan in whole percentages of the
                   Participant's Earnings, up to a maximum (including elected
                   contributions under Section 3.03) of 44% of the Participant's
                   Earnings.

        (b)   Gainsharing Contributions. In addition to any contributions made
              under Sections 3.01, 3.02, 3.03, 3.04(a) or 3.05, effective
              January 1, 1998, an Eligible Employee may elect to contribute all
              but not less than all of any amount that would otherwise be paid
              to him under an Employer-sponsored gainsharing plan or program as
              a Gainsharing Contribution to the Plan, subject to the annual
              limitations specified in Sections 4.06 and 4.07. Any such election
              shall be made at least two weeks prior to the date upon which such
              amounts would otherwise be paid and, once submitted, shall be
              irrevocable. Gainsharing Contributions under this Section 3.04(b)
              shall be credited to the Employee's Supplemental Pre-Tax
              Contribution Account.

              Notwithstanding the foregoing, to the extent that an Eligible
              Employee has made the maximum amount of Pre-Tax Contributions
              permitted under Code Section 402(g) for a Plan Year, any
              Gainsharing Contributions elected to be contributed by the
              Eligible Employee to the Plan for such Plan Year shall be treated
              as Post-Tax Contributions and shall be credited to the Employee's
              Supplemental Post-Tax Contribution Account.

        (c)   FlexPlan Contributions. In addition to any contributions made
              under Sections 3.01, 3.02, 3.03, 3.04(a) or 3.05, effective
              January 1, 1998, the following provisions shall apply, subject to
              the annual limitations specified in Sections 4.06 and 4.07:

                                       15
<PAGE>

              (1)  An Eligible Employee may elect to contribute any portion of
                   any amount that is contributed on his behalf to an
                   Employer-sponsored plan meeting the requirements of Code
                   Section 125 to this Plan.

              (2)  FlexPlan Contributions made under this subsection (c) will be
                   made by payroll withholding with respect to the first full
                   payroll period for which the election is effective and shall
                   be credited to the Employee's Supplemental Pre-Tax
                   Contribution Account as soon as practicable thereafter.
                   Elections under this subsection (c) shall be made annually no
                   later than the fifteenth day of December preceding the Plan
                   Year for which they are effective; provided that Employees
                   first enrolling in a Code Section 125 plan on any date other
                   than January 1 of a calendar year (such Employee's "effective
                   date") may make an election pertaining to FlexPlan
                   Contributions for the period commencing on their effective
                   date and ending on the following December 31 by delivering
                   the appropriate Election Form to the Plan Administrator on or
                   before the fifteenth day of the month preceding that
                   effective date. Elections made under this subsection (c)
                   shall be irrevocable.

              (3)  Notwithstanding the foregoing, to the extent that an Eligible
                   Employee has made the maximum amount of Before-Tax
                   Contributions permitted under Code Section 402(g) for a Plan
                   Year, any FlexPlan Contributions elected to be contributed by
                   the Eligible Employee to the Plan for such Plan Year shall be
                   treated as Post-Tax Contributions and shall be credited to
                   the Employee's Supplemental Post-Tax Contribution Account.

         3.05 CATCH-UP CONTRIBUTIONS.

         (a) Effective January 1, 2002, each Eligible Participant may elect to
make Catch-Up Contributions to the Plan equal to the amount designated by the
Eligible Participant in the applicable salary reduction agreement with the
Employer. Such Catch-Up Contributions shall not be subject to the limits of
Sections 15.02(a) and 15.03 of the Plan. The salary reduction agreement entered
into under this Section 3.05 shall specify, at the Eligible Participant's
election, the amount of his or her Earnings to be contributed to the Plan by
means of payroll deductions on a pre-tax basis.

         (b) No salary reduction agreement shall permit an amount to be deferred
and contributed to the Plan as Catch-Up Contributions for any Plan Year in
excess of the lesser of the following:

              (i)  The Applicable Dollar Amount (defined below); or

              (ii) The excess (if any) of:

                 (A)    The Eligible Participant's Compensation for the Plan
                        Year as defined in Section 4.06(b)(ii); over

                                       16
<PAGE>

                 (B)    The Eligible Participant's Elective Deferrals for the
                        Plan Year as defined in Section 15.01(d) plus any
                        deferral of compensation under an eligible deferred
                        compensation plan as defined in Code Section 457.

         (c) Catch-Up Contributions may be made in a single sum amount, or
through periodic payroll deductions, according to procedures established by the
Plan Administrator.

         (d) The following terms shall have the meanings specified herein for
purposes of this Section 3.05:

              (i)  "Eligible Participant" means a Participant (A) who has (or
                   will have) attained age 50 before the end of the Plan Year
                   and (B) with respect to whom no other Pre-Tax Contributions
                   may be made to the Plan by reason of the application of
                   Section 15.02(a) or Section 15.03 of the Plan.

              (ii) "Applicable Dollar Amount" means the amount determined in
                   accordance with the following table:

          ----------------------------------------------------------------------
                  Plan Year                          Applicable
                 Beginning In:                      Dollar Amount
          ----------------------------------------------------------------------
                   2002                                $1,000
          ----------------------------------------------------------------------
                   2003                                 2,000
          ----------------------------------------------------------------------
                   2004                                 3,000
          ----------------------------------------------------------------------
                   2005                                 4,000
          ----------------------------------------------------------------------
                   2006                                 5,000
          ----------------------------------------------------------------------

          For years beginning after December 31, 2006, the $5,000 amount shall
          be adjusted for increases in the cost of living in accordance with
          Section 414(v)(2)(C) of the Code.

         3.06 CONTRIBUTION LIMIT AND PAYMENT. Notwithstanding the foregoing,
contributions for an Employee made under Sections 3.01, 3.02, 3.03 and 3.04(a)
shall be limited to 16 percent (50 percent, effective January 1, 2002) of a
Participant's Earnings. Such contributions shall be made by means of payroll
deductions for each payroll period, effective with the first full payroll period
which ends after the date on which the Employee becomes an Active Participant.
Participant Contributions shall be accrued by the Employer from a Participant's
Earnings at the rate designated by the Participant, credited to the applicable
Accounts by the end of such payroll period, and paid to the Trustee promptly
and, in any event, no later than the 15th business day after the end of the
month in which such payroll deduction is made.

         3.07 CHANGE IN AMOUNT OF CONTRIBUTION.

         (a) Subject to the provisions of Article XV, a Participant may elect to
change the rate of his Basic and Supplemental Post-Tax Contributions and Pre-Tax
Contributions by giving notice to the Employer in accordance with the procedure
established by the Plan Administrator.

                                       17
<PAGE>

Changes will be effective with the first full payroll period which begins in the
month following the expiration of the time period prescribed by the Plan
Administrator for the submission of a Participant's notice of election to change
his Contributions.

         (b) Unless otherwise directed by the Participant, if the Participant's
total contribution rate is in excess of six percent of his Earnings, any such
change will first be applied to adjust the amount of his Supplemental Post-Tax
Contributions and/or Supplemental Pre-Tax Contributions, and then, if necessary,
to adjust the amount of his Basic Post-Tax Contributions and/or Basic Pre-Tax
Contributions. If the Participant's total contribution rate is less than six
percent of his Earnings, any such change will first be applied to adjust the
amount of his Basic Post-Tax Contributions and/or Basic Pre-Tax Contributions,
and then, if necessary, to provide for Supplemental Post-Tax Contributions
and/or Supplemental Pre-Tax Contributions.

         (c) An Eligible Participant may change the amount of his Catch-Up
Contributions by giving notice to the Employer in accordance with the procedure
established by the Plan Administrator. Changes will be effective with the first
full payroll period which begins in the month following the expiration of the
time period prescribed by the Plan Administrator for the submission of a
Participant's notice of election to change his contributions.

3.08     VOLUNTARY SUSPENSION OF PARTICIPANT CONTRIBUTIONS.

         (a) A Participant may suspend his Basic or Supplemental Post-Tax
Contributions as of the first day of any month by giving prior notice to the
Employer in accordance with the procedure established by the Plan Administrator.
A suspension of any Basic Post-Tax Contributions will automatically suspend all
Supplemental Post-Tax Contributions.

         (b) A Participant may suspend his Basic Pre-Tax or Supplemental Pre-Tax
Contributions as of the first day of any month by giving prior notice to the
Employer in accordance with the procedure established by the Plan Administrator.
A suspension of any Basic Pre-Tax Contributions will automatically suspend all
Supplemental Pre-Tax Contributions.

         (c) A Participant may suspend his Catch-Up Contributions as of the
first day of any month by giving prior notice to the Employer in accordance with
the procedure established by the Plan Administrator.

         (d) A Participant may resume his contributions as of the first day of
any month after the date the suspension commenced by giving prior notice to the
Employer in accordance with the procedure established by the Plan Administrator.
Notice of suspension or resumption of contributions shall be in such form as
required by the Plan Administrator for such purpose.

         3.09 EMPLOYMENT WITH AFFILIATED COMPANY. A Participant may not
contribute to the Plan while he is solely employed by an Affiliated Company that
is not an Employer. A Participant who receives Earnings from an Employer and
compensation from an Affiliated Company may elect to contribute to the Plan, by
means of payroll deductions for each payroll period, as if his Earnings from the
Employer included his basic compensation from the Affiliated Company. A
Participant's prior and concurrent service with an Affiliated Company which is
not an Employer shall be counted for Years of Service as if such Affiliated
Company had been

                                       18
<PAGE>

an Employer. For this purpose, the fact that the Participant has made no
contributions under the Plan shall be disregarded.

         3.10 PLAN TO PLAN TRANSFER.

         (a) Balances may be transferred into the Plan, without the consent of
the Plan Administrator, if the amount is transferred from a qualified defined
contribution retirement plan maintained by the Employer, and with the Plan
Administrator's consent if the transfer is from any other tax-qualified plan.
Transferred balances (other than portions attributable to employer or employee
contributions made in the year of transfer) shall not be subject to the
limitations of Section 4.06 or 4.07, nor included in the calculation of the
Participant's rate of Basic or Supplemental Contributions hereunder; however,
such amounts shall be subject to the applicable restrictions of Article VIII.

         (b) The balance transferred shall be treated as follows:

            (i)    The portion attributable to pre-tax contributions pursuant to
                   Section 401(k) of the Code shall be credited to the
                   Employee's Supplemental Pre-Tax Contribution Account;

            (ii)   The portion attributable to after-tax contributions pursuant
                   to Section 401(a) of the Code shall be credited to the
                   Employee's Supplemental Post-Tax Contribution Account;

            (iii)  The portion attributable to Employer matching contributions
                   pursuant to Section 401(m) of the Code shall be credited to
                   the Employee's Employer Contribution Account;

            (iv)   The portion attributable to contributions allocated pursuant
                   to Section 409 of the Code shall be credited to the
                   Employee's ESOP Account; and

            (v)    The portion attributable to catch-up contributions pursuant
                   to Section 414(v) of the Code shall be credited to the
                   Employee's Catch-Up Contribution Account.

         (c) The Plan Administrator shall require that the Employee furnish a
written statement containing such information as may be necessary to establish
that the transfer is consistent with the provisions of this Plan and otherwise
meets the requirements of law.

         3.11 ROLLOVER CONTRIBUTIONS.

         (a) An Employee, whether or not a Participant, may request the Plan
Administrator to direct the Trustee to accept any of the following amounts from
or on behalf of the Employee and place them in a Rollover Contribution Account
for the Employee:

            (i)    amounts transferred to this Plan directly from another trust
                   or annuity contract maintained as part of a plan qualified
                   under Section 401(a) of the Code;

                                       19
<PAGE>

            (ii)   amounts which (A) constitute or form a part of a qualifying
                   rollover distribution within the meaning of Section 402(a)(5)
                   of the Code which have been received by the Employee from
                   another trust or annuity contract maintained as part of a
                   plan qualified under Section 401(a) of the Code (other than
                   one forming part of a plan under which the Employee was one
                   described in Section 401(c)(1) of the Code at the time the
                   contributions were made on his behalf), (B) are eligible for
                   tax-free rollover treatment, and (C) are transferred to this
                   Plan by the Employee within 60 days following his receipt; or

            (iii)  amounts which have been deposited and held in a conduit
                   Individual Retirement Account (as defined in Section 408 of
                   the Code) consisting solely of assets and the income thereon
                   which were (A) previously distributed to the Employee from
                   another trust or annuity contract maintained as part of a
                   plan qualified under Section 401(a) of the Code (other than
                   one forming part of a plan under which the Employee was
                   described in Section 401(c)(1) of the Code at the time the
                   contributions were made on his behalf) as part of a
                   qualifying rollover distribution as defined in Section
                   402(a)(5) of the Code and which were deposited in the
                   Individual Retirement Account within 60 days of their
                   receipt, and (B) are transferred directly to this Plan from
                   the conduit Individual Retirement Account or are transferred
                   to this Plan within 60 days of their distribution to the
                   Employee from the conduit Individual Retirement Account.

         (b) Any amounts transferred into this Plan under this section shall be
by check or wire transfer. No securities shall be contributed. The Employee
shall make application to the Plan Administrator in writing, submitting whatever
information is deemed necessary and sufficient by the Plan Administrator to
establish compliance with the requirements of this section. Amounts accepted by
the Plan Administrator shall be placed in a Rollover Contribution Account
established for the Employee and shall become part of the Trust Fund. Any
amounts in the Employee's Rollover Contribution Account shall be fully vested at
all times. Effective January 1, 2002, in the event the Rollover Contribution
includes the amount of any after-tax contributions, such after-tax contribution
shall be accounted for in a separate After-Tax Rollover Contribution Account.
The Employee shall be able to direct the investment of this Account in
accordance with the provisions of Article V. An Employee's Rollover Contribution
Account shall be subject to the same terms and conditions as are applicable to a
Supplemental Pre-Tax Contribution Account.

         3.12 CONTRIBUTIONS UPON RETURN FROM MILITARY LEAVE. A Participant
returning to employment with the Employer from a period of Uniformed Service
Leave shall be entitled to enter into one or more compensation reduction
agreements, pursuant to which the Participant may make up the Basic
Contributions and Supplemental Contributions (excluding interest and earnings on
such contributions) the Participant would have been entitled to make had the
Participant worked for the Employer and entered into such compensation reduction
agreements during the period of Uniformed Service Leave. To the extent of such
make-up contributions allocated to the Participant's Basic Pre-Tax and Basic
Post-Tax Accounts, the Company shall make Matching Contributions in accordance
with Section 4.01 on behalf of the Participant for

                                       20
<PAGE>

such period of Uniformed Service Leave. Notwithstanding the foregoing, effective
December 12, 1994, all contributions made by a Participant and the Company under
this Section 3.12 shall be subject to the provisions of this Article III and be
determined in accordance with and subject to the limitations of USERRA.

                                   ARTICLE IV
                             EMPLOYER CONTRIBUTIONS

         4.01 MATCHING CONTRIBUTIONS.

         (a) Except as otherwise provided in the Plan, each Employer shall make
Employer Contributions with respect to each Active Participant in its employ
from its Current or Accumulated Profits, if any. Except as otherwise provided in
the Plan, for each Participant, such Matching Contributions shall be in an
amount equal to 60 percent of the Participant's Basic Post-Tax Contributions
and/or Basic Pre-Tax Contributions accrued for a Plan Year. Notwithstanding the
foregoing, if an Employer has no Current and Accumulated Profits for a Plan
Year, but makes contributions to the Plan that shall be used to pay principal
and/or interest on an Acquisition Loan for such Plan Year, such contributions
shall be treated as Matching Contributions to the extent of the amount
contributed. Matching Contributions by each Employer with respect to Active
Participants shall be:

            (i)    paid to the Trustee in the form specified in Section 4.03;
                   and

            (ii)   allocated to the "appropriate account" of the Participant as
                   promptly as possible, but no later than as of the end of the
                   Plan Year in which the payroll period (to which such
                   contribution relates) ends.

         (b) Matching Contributions may be used to pay principal and/or interest
on an Acquisition Loan until such loan is satisfied. Shares released from the
Unallocated Company Stock Account on account of payment of such principal and/or
interest shall be allocable to the ESOP Accounts of the Participants on whose
behalf such Matching Contributions were made. To the extent that such shares
released would cause the 60 percent limitation to be exceeded, such excess
shares shall be held unallocated until the end of the Plan Year and then
allocated as Additional Matching Contributions pursuant to Section 4.02. This
paragraph (b) shall have no further effect upon satisfaction of the Acquisition
Loan.

         (c) The "appropriate" account for purposes of paragraph (a) is the
Participant's Employer Contribution Account to the extent, if any, that such
contributions are not applied to the payment of principal or interest on an
Acquisition Loan and are not designated by the Employer as ESOP contributions.
Otherwise, the "appropriate" account for such contributions is the Participant's
ESOP Account. Notwithstanding the foregoing, a Participant who is a Part-Time
Employee shall not be eligible to receive any Employer Contributions made under
this Section 4.01 for any Plan Year in which he fails to complete 1,000 or more
Hours of Service.

                                       21
<PAGE>

         4.02 ADDITIONAL MATCHING CONTRIBUTIONS.

         (a) Except as otherwise provided in the Plan, the Employer shall make
Additional Matching Contributions from its Current or Accumulated Profits if the
Employer satisfies certain preestablished financial targets. The following
paragraphs will govern such contributions:

            (i)    Before the end of the first calendar quarter of each Plan
                   Year each Employer shall establish performance targets for
                   purposes of this Section 4.02(a) and the amount of Additional
                   Matching Contributions to be made upon the achievement of
                   such targets. The Employer shall make Additional Matching
                   Contributions in the appropriate amount with respect to each
                   quarter in which the Employer satisfies the applicable
                   performance target. Such contributions shall be made in
                   proportion to Basic Post-Tax Contributions and/or Basic
                   Pre-Tax Contributions for each Employee of the Employer who,
                   as of the end of the quarter, was an Active Participant or
                   who was an Active Participant during the Plan Year but whose
                   Active Participation is then currently suspended under
                   Article VIII.

            (ii)   Except to the extent that such Additional Matching
                   Contributions are designated by the Employer as contributions
                   to be allocated to the ESOP Account of the Employees, such
                   contributions shall be allocated to the Employer Contribution
                   Account of its Employees.

            (iii)  If Additional Matching Contributions are designated by the
                   Employer as contributions to be allocated to the ESOP Account
                   of the Employees, and as of the date for any allocation, the
                   shares released from the Unallocated Company Stock Account
                   during the Plan Year upon payment of principal and/or
                   interest on an Acquisition Loan, less any such shares
                   previously allocated to Participants during such Plan Year as
                   Matching Contributions under Section 4.01 or Additional
                   Matching Contributions under this Section 4.02, are greater
                   than the Additional Employer Contribution, any shares
                   remaining after such allocation shall be carried forward and
                   allocated in subsequent quarters as Matching Contributions,
                   Additional Matching Contributions, or both; provided that as
                   of the end of the last calendar quarter of each Plan Year all
                   such shares shall be allocated in the proportions described
                   above. This clause (iii) shall have no further effect upon
                   complete satisfaction of the Acquisition Loan.

         (b) Notwithstanding the foregoing, the Company shall not make Employer
Contributions on behalf of Participants who are Part-Time Employees in any Plan
Year in which the Employee fails to complete 1,000 or more Hours of Service.

         4.03 MODE OF PAYMENT.

         (a) Matching Contributions under Section 4.01 may be made either in
cash or in shares of Company Stock. Additional Matching Contributions under
Section 4.02 may be made either in cash or in shares of Company Stock.
Contributions designated as ESOP Contributions

                                       22
<PAGE>

shall be available to the Trustee for (i) allocation to Participants' ESOP
Accounts, (ii) acquisition of shares of Company Stock or (iii) payment of
principal and interest on Acquisition Loans, as may be appropriate under the
circumstances and as permitted or required by the terms of the Plan and any
applicable loan documentation.

         (b) Whenever Contributions under Section 4.01 or 4.02 are permitted to
be made in shares of Company Stock, the number of shares of Company Stock so
contributed shall be determined by reference to the price of shares of Company
Stock on the New York Stock Exchange for the applicable trading day. For
purposes of shares of Company Stock contributed under Section 4.01, the
"applicable trading day" shall be the trading day immediately preceding the last
day of the month in which the payroll period (with respect to which such shares
of Company Stock are to be transferred to the Trust Fund) ends. For purposes of
shares of Company Stock contributed under Section 4.02, the "applicable trading
day" shall be the trading day immediately preceding the Valuation Date selected
for this purpose by the Plan Administrator in conformity with any other
applicable provisions of the Plan.

         4.04 FORFEITURES. The amount of any Forfeitures under Section 7.04 and
8.02 shall be applied to reduce future Employer Contributions under the Plan as
soon as practicable after the event giving rise to the Forfeiture has occurred.

         4.05 RETURN OF CERTAIN CONTRIBUTIONS TO EMPLOYER.

         (a) The following Employer Contributions may be returned to an
Employer:

            (i)    any contribution made by an Employer under a mistake of fact
                   may be returned to the Employer within one year of date of
                   the payment;

            (ii)   any contribution which is disallowed as a deduction under
                   Section 404 of the Code may be returned to an Employer within
                   one year after the date of the disallowance.

         (b) The amount which may be returned to an Employer shall not exceed
the amount of the Employer's contribution reduced by any losses attributable to
the contribution between the date of contribution and the Valuation Date
immediately preceding the date of withdrawal. No contribution or portion of a
contribution will be returned to an Employer if the return of such amount would
cause the value of an Employer Contribution Account to be less than what its
value would have been had the contribution not been made.

         4.06 STATUTORY LIMITATION ON ADDITIONS.

         (a) Notwithstanding any other provisions of the Plan, for each Plan
Year the Annual Addition to a Participant's Accounts shall not exceed the lesser
of the Maximum Permissible Dollar Amount or 25% (100% effective January 1, 2002)
of the Employee's compensation for the Plan Year.

         (b) For the purposes of applying the limits of this Section 4.06, the
following conditions and definitions shall apply:

                                       23
<PAGE>

            (i)    "Annual Additions" shall mean the sum of:

                   (A)  Employer Contributions and Forfeitures allocated to the
                        Participant's Accounts under Sections 4.01, 4.02 and
                        4.04 and Employer contributions to permit investments in
                        Company Stock as described in Section 5.01(a); and

                   (B)  Participant Contributions allocated to the Participant's
                        Accounts under Sections 3.01, 3.02, 3.03 and 3.04.

                        Notwithstanding the foregoing, if during any Plan Year
                        no more than one-third of the contributions under
                        Sections 4.01 and 4.02 as are designated as ESOP
                        Contributions which are deductible under section
                        404(a)(9) of the Code are allocated to the ESOP Accounts
                        of Highly Compensated Employees during the Plan Year,
                        then any ESOP contributions which are applied by the
                        Trustees to pay interest on an Acquisition Loan, and any
                        Financed Shares which are allocated as Forfeitures shall
                        not be included in computing Annual Additions.

            (ii)        "Compensation" shall mean the total compensation paid to
                        the Employee by the Employer during the Plan Year that
                        is reportable as "wages, tips and other compensation" in
                        Box 1 of the Employee's Federal Wage and Tax Statement
                        (IRS Form W-2).

                        For Plan Years after January 1, 1998, "Compensation"
                        shall mean the total compensation paid to the Employee
                        by the Employer during the Plan Year that is reportable
                        as "wages, tips and other compensation" in Box 1 of the
                        Employee's Federal Wage and Tax Statement (IRS Form
                        W-2), increased by any salary reduction contributions
                        made on the Employee's behalf under any plan maintained
                        by the Employer pursuant to Section 125 or 401(k) of the
                        Code and any elective amounts which are not includible
                        in the Employee's gross income by reason of Section
                        132(f)(4) of the Code.

            (iii)       "Maximum Permissible Dollar Amount" shall be $30,000
                        ($40,000 effective January 1, 2002), as adjusted
                        automatically in accordance with regulations issued by
                        the Secretary of the Treasury (as the corresponding
                        limitation in Section 415(c)(1)(A) of the Code is
                        adjusted for the cost of living in accordance with
                        Section 415(d) of the Code).

         (c) The limitations of this Section 4.06 with respect to any
Participant who at any time has been a participant in any other defined
contribution plan maintained by the Company or an Affiliated Company shall apply
as if the total amount payable under all such defined contribution plans in
which the Participant has been a participant were payable from one plan.

         (d) If the limitations of this Section 4.06 would be exceeded in any
Plan Year, the Plan Administrator shall take the following action in any order
at such times as required and to the extent necessary to prevent the limitations
from being exceeded:


                                       24

<PAGE>

            (i)    Discontinue or reduce the Supplemental Post-Tax
                   Contributions;

            (ii)   Discontinue or reduce the Supplemental Pre-Tax Contributions;

            (iii)  Discontinue or reduce the Basic Post-Tax Employee and/or
                   Basic Pre-Tax Contributions for the remainder of the Plan
                   Year;

            (iv)   Instruct the Trustee to return all or a portion of the
                   Employee's Supplemental Post-Tax Contributions made during
                   the Plan Year;

            (v)    Instruct the Trustee to return all or a portion of the
                   Employee's Supplemental Pre-Tax Contributions made during the
                   Plan Year;

            (vi)   Instruct the Employer to reduce or eliminate its Employer
                   Contributions to the Participant's Accounts for the remainder
                   of the Plan Year;

            (vii)  Instruct the Trustee to return to the Employer all or a
                   portion of the Employer Contributions made to the
                   Participant's Accounts for the Plan Year; and

           (viii)  Apply any amounts in excess of such limitations ("excess
                   amounts") for a Participant to reduce Employer Contributions
                   for the next Plan Year (and succeeding Plan Years, as
                   necessary) for that Participant, if that Participant is
                   covered by the Plan as of the end of the Plan Year. If that
                   Participant is not covered by the Plan as of the end of the
                   Plan Year, the Plan Administrator shall instruct the Trustee
                   to hold such excess amounts unallocated in a suspense account
                   for the Plan Year and allocate and reallocate such amounts in
                   the next Plan Year to all of the remaining Participants in
                   the Plan. Such allocation or reallocation shall not result in
                   the limitations of this Section 4.07 being exceeded for any
                   Participant for the Plan Year. For purposes of this
                   subsection, excess amounts may not be distributed to
                   Participants or former Participants.

The above actions shall not be considered a suspension of Participant
contributions as provided in Section 3.08.

         (e) Any excess amounts not allocated to Participants in paragraph (d)
shall be used to reduce Employer Contributions for the next Plan Year (and
succeeding Plan Years, as necessary) for all of the Participants in the Plan.
Notwithstanding the foregoing, the provisions of Section 415 of the Code are
hereby incorporated by reference.

         4.07 COMBINED PLANS LIMITATION. Solely for Plan Years beginning before
January 1, 2000, in any case in which a Participant in the Plan is also a
participant in any defined benefit plan maintained by the Employer, the
allocations set forth in this Plan shall be additionally limited so that the sum
of the "defined benefit fraction" and the "defined contribution fraction" would
not exceed 1.0 for any Plan Year.

                                       25
<PAGE>

         The term "defined contribution fraction" for a Plan Year shall mean a
fraction, the numerator of which is the sum of Annual Additions to the
Participant's Accounts for all Plan Years as of the end of the Plan Year and the
denominator of which is the lesser of 125% of the Maximum Permissible Dollar
Amount for the Plan Year and all prior Years of Service or 140% of 25% of the
Participant's compensation for that year and all prior Years of Service.

         The term "defined benefit fraction" for a Plan Year shall mean a
fraction, the numerator of which is the projected annual benefit for the
Participant under all qualified retirement plans of the Employer and the
denominator of which is the lesser of 125% of the Maximum Permissible Dollar
Amount under the Retirement Plans for the Plan Year or 140% of the Participant's
average compensation for the three highest paid years. Such fraction shall be
determined as of the end of the Plan Year.

         The Participant's projected annual benefit shall be determined under
such retirement plans assuming that his earnings continue to normal retirement
date at the same level as at the end of the Plan Year and assuming that his
service continues to accrue to his normal retirement date without a break in
service prior to his normal retirement date. The terms "earnings," "service,"
"normal retirement date" and "break in service" shall mean the same as defined
in such retirement plan.

                                   ARTICLE V
                               INVESTMENT OPTIONS

         5.01 Investment of Participant and Employer Contributions. Participant
and Employer Contributions shall be invested by the Trustee either as directed
by the provisions of the Plan or as directed by the Participant (or, where
applicable, the Participant's Beneficiary or an Alternate Payee designated
pursuant to a Qualified Domestic Relations Order) in one or more Investment
Funds, which shall include the following:

         (a) Company Stock Fund.

             (i)   This Fund invests primarily in shares of Company Stock.
                   However, a small percentage of the Fund is invested in money
                   market instruments to facilitate daily cash transactions.
                   Participant Contributions invested in this Fund pursuant to
                   Section 5.02 shall be used to purchase units representing
                   shares of Company Stock, with the Employer making an
                   additional contribution to the Fund on behalf of the
                   Participant equal to 5% of the amount invested by the
                   Participant in this Fund.

             (ii)  Accounts in this Fund shall segregate, separately account for
                   and respectively consist of shares of Company Stock
                   attributable to (1) PAYSOP Contributions allocated to the
                   Fund before January 1, 1987, (2) Non-ESOP Employer
                   Contributions, (3) Participant Contributions invested in this
                   Fund pursuant to Section 5.02, (4) amounts directed by
                   Participants to be invested in this Fund pursuant to Section
                   5.04, (5) ESOP Employer Contributions, (6) the Unallocated
                   Company Stock account and (7) shares of Company Stock
                   purchased with cash dividends. All amounts

                                       26
<PAGE>

                   invested in the Company Stock Fund constitute an ESOP within
                   the meaning of Section 4975(e)(7) of the Code.

             (iii) Except as provided in Sections 6.02(c) and 6.02(d), cash
                   dividends received on shares of Company Stock held in the
                   Company Stock Fund shall be reinvested by purchasing shares
                   of Company Stock at 100% of fair market value, subject to the
                   Trustee's authority to hold a reasonable portion of the
                   assets of the Company Stock Fund in cash and cash equivalent
                   investments.

         (b) Additional Investment Funds. There shall be established by the
Trustee at the direction of the Board or its designee such additional Investment
Funds as shall be deemed necessary or appropriate to meet the three investment
alternative requirements prescribed by Section 401(a)(28)(B)(ii)(II) of the Code
and any applicable regulations promulgated thereunder. Additionally, there may
be established by the Trustee at the direction of the Board or its designee such
further additional Investment Funds as shall be deemed appropriate, including
Investment Funds appropriate for purposes of meeting the requirements of Section
404(c) of ERISA and the regulations thereunder.

         (c) Temporary Investment. Pending investment and reinvestment, the
Trustee may invest temporarily all or any part of the Investment Funds and such
other Investment Funds as may be established by the Trustee at the direction of
the Board or its designee pursuant to the provisions of the Plan in short and
medium term securities including but not limited to commercial paper, notes of
finance companies or in obligations of the U.S. Government or any
instrumentality or agency thereof. The Board or its designee may from time to
time specify additional or different investment vehicles for the temporary
investment of funds by the Trustee, or may direct the Trustee in the temporary
investment of funds. The Trustee may invest all or any part of any Investment
Fund directly in the securities and obligations authorized for the respective
Investment Fund or through the medium of any common, collective or commingled
trust fund which is invested principally in securities and obligations
authorized for the respective Investment Fund.

         5.02 INVESTMENT ELECTIONS BY PARTICIPANTS.

         (a) Each Participant must elect by Appropriate Notice (as hereinafter
defined) to have all Participant Contributions and Employer Contributions (other
than contributions of shares of Company Stock under Sections 4.01 and 4.02)
invested in any one or more of the available Investment Funds, with the
investment in each Fund being a whole number percentage of such contributions
and the sum of such percentages equal to 100 percent. "Appropriate Notice" means
for this purpose written, telephonic or other electronic communication directed
to the Plan Administrator (as specified by the Plan Administrator in rules or
procedures uniformly applicable to all similarly situated Participants). For
purposes of the actions taken under this Article V, Participants (or, where
applicable the Participant's Beneficiary or an Alternate Payee designated
pursuant to a Qualified Domestic Relations Order) shall be considered to be
"named fiduciaries" within the meaning of (and to the extent permitted under)
Section 402(a)(2) of ERISA.

                                       27
<PAGE>

         (b) A Basic Post-Tax Contribution Account, a Basic Pre-Tax Contribution
Account, a Supplemental Post-Tax Contribution Account, a Supplemental Pre-Tax
Contribution Account, a Catch-Up Contribution Account, a Rollover Contribution
Account, an After-Tax Rollover Contribution Account and an Employer Contribution
Account shall be established for the Participant in each of the available
Investment Funds in which contributions are invested on his behalf. In addition,
an ESOP Account shall be established in the Company Stock Fund for each
Participant on whose behalf contributions of shares of Company Stock under
Sections 4.01 and 4.02 are allocated. All contributions of shares of Company
Stock made pursuant to Sections 4.01 and 4.02 (provided such contributions are
not applied to the payment of principal or interest on an Acquisition Loan)
unless designated by the Employer when made as an ESOP Contribution shall be
invested in the Company Stock Fund and allocated to an Employer Contribution
Account established for the Participant therein.

         (c) All contributions of shares of Company Stock made pursuant to
Sections 4.01 and 4.02 designated by the Employer when made as ESOP
Contributions or applied to the payment of principal or interest on an
Acquisition Loan, shall be invested in the Company Stock Fund and allocated to
an ESOP Account established for the Participants therein. Contributions and
earnings thereon as to which no current, valid investment direction exists may
be invested as the Trustee, in its discretion, shall deem appropriate; provided
that in the event no trustee has agreed to undertake such investment
responsibility, such contributions and earnings shall be invested by the Plan
Administrator until a valid investment direction is obtained and shall not be
governed by an Appropriate Notice filed by any Participant.

         5.03 CHANGES IN CURRENT INVESTMENT ELECTIONS. A Participant may change
his investment election at any time by giving prior Appropriate Notice. Changes
in investment elections must be expressed as revised whole number percentages of
contributions, totaling 100 percent.

         5.04 TRANSFERS OF ACCOUNTS.

         (a) Except as otherwise provided in this Section 5.04, a Participant
may elect to transfer all or part (specified as a whole number percentage of the
existing balance) of his Account in any Investment Fund to another Investment
Fund by giving prior Appropriate Notice. Such transfer shall be effective as
soon thereafter as practicable.

         (b) Notwithstanding the foregoing, as determined by the Plan
Administrator on a uniform and nondiscriminatory basis, no transfer may be made
under this Section 5.04 if the effect of such transfer would cause that portion
of the Company Stock Fund that meets the requirements as an ESOP under Section
4975 of the Code to fail to meet such requirements.

         (c) The Plan Administrator may authorize changes in investment options
on dates other than a scheduled or regular Valuation Date as special conditions
may warrant. The Plan Administrator may establish rules and procedures as the
circumstances require to allow such changes in investment options, including a
special valuation of Participants' Accounts.


                                       28
<PAGE>
                                   ARTICLE VI
                       VALUATION OF PARTICIPANTS' ACCOUNTS

         6.01  ACCOUNTS. Each Participant shall have established for him
separate accounts which shall reflect all amounts contributed by the Participant
and by the Employer on his behalf and the investment earnings and losses
thereon.

         6.02  VALUATION OF ACCOUNTS.

         (a)   As of each Valuation Date, the Accounts of each Participant shall
be adjusted separately for each Fund to reflect any appreciation or depreciation
in the fair market value of the Funds and income earned by the Funds. The fair
market value of the Funds shall be determined by the Trustee and communicated to
the Plan Administrator in writing as of such Valuation Date as the Plan
Administrator shall determine. It shall represent the fair market value of all
securities or other property held for the respective Investment Funds, plus cash
and accrued earnings, less accrued expenses and proper charges against the Funds
as of the Valuation Date. The Company Stock Fund shall be represented by shares
of Company Stock plus the value of any fractional share which shall be held in
cash or may be unitized and expressed as a cash value, as the Plan Administrator
and Trustee shall agree. The Trustee's determination of value shall be final and
conclusive for all purposes of this Plan. A Participant's Accounts shall be
adjusted in proportion to the balance in each Participant's Account on the last
Valuation Date, less distributions.

         (b)   When determining the value of Participant's Accounts, any
deposits due which have not been deposited to the Fund on behalf of the
Participant shall be added to his Accounts. Similarly, adjustment of Accounts
for appreciation or depreciation of the Fund shall be deemed to have been made
as of the Valuation Date to which the adjustment relates, notwithstanding the
fact that they are actually made as of a later date.

         (c)   Subject to the provisions of Section 6.02(d), cash dividends
received by the Trustee with respect to shares of Company Stock held by the Plan
(other than such shares held in an ESOP Account and Financed Shares held in the
Unallocated Company Stock Account) shall be invested in additional shares of
Company Stock, subject to the Trustee's authority to hold a reasonable portion
of the assets of the Company Stock Fund in cash and cash equivalent investments.
Any shares of Company Stock purchased from cash dividends plus any other shares
of Company Stock received as a result of a stock split or a stock dividend shall
be allocated to the appropriate Investment Fund Account in proportion to the
respective shares of Company Stock credited to such Account balances as of the
appropriate record date. Cash dividends received by the Trustee on shares of
Company Stock held in ESOP Accounts of Participants and on Financed Shares held
in the Unallocated Company Stock Account shall (unless the Plan Administrator
directs the Trustee to allocate dividends paid on shares held in ESOP Accounts
pursuant to the preceding provisions of this paragraph or to allow dividend
reinvestment as provided in Section 6.02(d)) be applied by the Trustee to the
payment of principal and interest on one or more outstanding Acquisition Loans;
provided that with respect to such application of dividends,


                                       29
<PAGE>

               (i)   dividends on Financed Shares shall be applied only to the
                     payment of principal and interest on the Acquisition Loan,
                     the proceeds of which were used to acquire such Financed
                     Shares;

               (ii)  if at any time more than one Acquisition Loan is
                     outstanding, dividends on shares of Company Stock held in
                     ESOP Accounts of Participants shall be applied to the
                     payment of principal and interest on the Acquisition Loan,
                     the proceeds of which were used to acquire such shares of
                     Company Stock, so long as there remains any unpaid balance
                     due on such loan; and

               (iii) dividends on shares of Company Stock held in ESOP Accounts
                     of Participants shall be so applied only to the extent that
                     such application releases from the Unallocated Company
                     Stock Account sufficient shares of Company Stock for
                     immediate allocation to the respective ESOP Accounts of
                     Participants to compensate for such application of
                     dividends.

         (d)   Effective January 1, 2002, if so determined by the Plan
Administrator, any cash dividends paid to the Trustee by the Company on Company
Stock allocated to the Company Stock Accounts of Participants shall either be
invested in Company Stock in accordance with the provisions of Section
5.01(a)(iii) or paid currently (or within 90 days after the end of the Plan Year
in which the dividends are paid to the Trustee) in cash by the Trustee to the
Participants as elected by the Participants, in proportion to the shares of
Company Stock allocated to their Company Stock Accounts as of the record date of
the dividends. A Participant shall be deemed to have elected to have the cash
dividends automatically reinvested in Company Stock, unless the Participant
files a timely election with the Plan Administrator to have all or a portion of
the cash dividends paid to the Participant. The Plan Administrator shall provide
notice to each Participant that describes the election with respect to dividends
and the procedures for making such election. Such notice shall be provided to
new Participants no later than the close of the Plan Year in which they become
Participants. A Participant may change his election at least annually, but a
Participant's election shall become irrevocable as of the close of each Plan
Year with respect to the dividends paid during that year, unless an earlier date
is established by the Plan Administrator. In lieu of paying cash dividends to
the Trustee, the Company may pay cash dividends on Company Stock directly to
Participants. For purposes of this Section 6.02(d) a Beneficiary in pay status
will be treated as if he or she is a Participant in the Plan. For purposes of
the actions taken under this Section 6.02(d), Participants (or, where applicable
the Participant's Beneficiary or an Alternate Payee designated pursuant to a
Qualified Domestic Relations Order) shall be considered to be "named
fiduciaries" within the meaning of (and to the extent permitted under) Section
402(a)(2) of ERISA.

         6.03  STATEMENT OF PARTICIPANT ACCOUNTS. At least once each Plan Year,
an individual statement will be issued to each Participant showing the value of
his Accounts.

         6.04  TIMING OF CREDITS AND DEDUCTIONS. The credits to or deductions
from a Participant's Account shall be deemed to have been made on the date to
which they relate, although they may actually be determined at another date.
Notwithstanding the foregoing, if Investment Funds which are valued daily
renders it feasible, transactions will be effected by the Fund manager on the
date money or investment directions are received prior to 4:00 P.M. local

                                       30
<PAGE>

time, or otherwise on the next business day. The Accounts of Participants will
be debited or credited, as appropriate, no later than the date on which
transactions are effected.

                                   ARTICLE VII
                                  PLAN BENEFITS

         7.01  RETIREMENT. Upon Retirement, the vested portion of a
Participant's Account shall be paid to him in full in accordance with Sections
7.06 and 7.07.

         7.02  DEATH. Upon the death of a Participant, the vested portion of the
Participant's Account, to the extent not yet distributed, shall be paid to his
Beneficiary in accordance with Sections 7.06, 7.07 and 7.08, as applicable.

         7.03  DISABILITY. Upon the termination of Employment of a Participant
by Disability before Retirement, the vested portion of the Participant's Account
shall be paid to him or his Beneficiary in accordance with Sections 7.06, 7.07
or 10.07, as applicable.

         7.04  OTHER TERMINATION OF EMPLOYMENT.

         (a)   Upon termination of Employment of a Participant other than by
Retirement, death or Disability, and other than by transfer to an Affiliated
Company which is not an Employer, the vested portion of his Account shall be
paid to him in accordance with Sections 7.06 and 7.07; provided that installment
payments pursuant to Section 7.06(a)(i) may not be elected by a terminated
Participant before attainment of age 59-1/2.

         (b)   A Participant who has completed less than three Years of Service
as of such termination of Employment shall forfeit his entire Employer
Contribution Account; provided however, that the Forfeiture shall be reinstated
if he is reemployed by an Employer and if he repays the full amount of his Basic
Post-Tax Contribution Account and/or Basic Pre-Tax Contribution Account at any
time before he has five Years of Break in Service, and provided further, that a
Participant shall be fully vested in and have a non-forfeitable right to any
cash dividends that are subject to the provisions of Section 6.02(d), without
regard to whether the Participant is vested in the stock with respect to which
the dividend is paid. The vested portion of a terminated Participant's Account
shall be paid to the Participant in accordance with Sections 7.06 and 7.07. If a
Participant has no vested interest in his Employer Contribution Account, he
shall be deemed to have been paid his benefits (which shall be deemed to have a
value of zero) as of the last day of the Plan Year in which his Employment
terminated.

         7.05  TRANSFER OF EMPLOYMENT. If a Participant transfers to an
employment status with the Employer or an Affiliated Company such that he no
longer meets the definition of Employee, he shall be given the following
options:

               (i)   To elect a plan to plan transfer of the vested portion of
                     his Accounts to a qualified defined contribution plan
                     (other than an ESOP) maintained by such Employer or
                     Affiliated Company as of any Valuation Date (on which all
                     Accounts are valued), if the Trustee of such plan is
                     authorized to receive such transfer.


                                       31
<PAGE>

               (ii)  To defer such transfer or the receipt of any such
                     distribution until a later date. His Accounts will remain
                     in the Plan until Retirement, death, Disability or
                     termination of Employment or until eligible for withdrawal
                     under Article VIII.

A Participant will receive credit for Years of Service for his period of
employment with the Employer or Affiliated Company.

         7.06  PAYMENT OF BENEFITS. Subject to the provisions of Section 7.07, a
Participant's Account shall be paid as described herein.

         (a)   In connection with a Participant's Retirement, elected benefit
commencement date or required beginning date (as defined in Section 7.07(d)),
the Participant shall notify the Plan Administrator of his election to receive
payment of his Account upon termination of Employment in accordance with one or
more of the following forms:

               (i)   in a lump sum payment(s) in cash or, with respect to the
                     Company Stock Fund, upon the request of the Participant, in
                     kind, plus the cash equivalent of the fair market value of
                     any fractional share of Company Common Stock;

               (ii)  in annual installments over a period not to exceed ten
                     years, provided such period does not exceed the greater of
                     the life expectancy of the Participant or the joint life
                     expectancy of the Participant and his Beneficiary. The
                     amount of each installment will be determined by dividing
                     the Participant's vested account balance by the number of
                     annual installments which remain to be made at the time a
                     particular installment is to be paid;

               (iii) for distributions commencing on or after January 1, 2002,
                     in a series of annual or more frequent installments over a
                     period not exceeding the life of such Participant or, if
                     applicable, the joint lives of such Participant and his
                     Beneficiary, or over the life expectancy of such
                     Participant or, if applicable, the joint life expectancies
                     of the Participant and his Beneficiary; or

               (iv)  for distributions commencing before March 31, 2002, and
                     solely with respect to Participants who were participants
                     in a prior plan which has been merged into this Plan, any
                     alternative form of distribution offered under that prior
                     plan.

               A Participant may receive multiple lump sum payments in cash
               described in (i) above upon request to the Plan Administrator as
               its delegate. Lump sum payments in cash, shall be in amounts not
               less than $1,000, unless the distribution is the entire remaining
               vested balance of the Participant's Account.

               Benefit elections may be made in writing or by electronic or
               telephonic means in accordance with the procedures established by
               the Plan Administrator for such

                                       32
<PAGE>

               purpose. A Participant may change his election of benefits by
               filing a new election form at any time prior to his benefit
               commencement date.

         (b)   If the Participant's Account balance at the time of any
distribution exceeds $3,500 ($5,000, effective January 1, 1998), then neither
that distribution nor any subsequent distribution shall be made to the
Participant at any time before he attains age 70-1/2 without his or her consent
(which age 70-1/2 distributions shall be made in accordance with Section
7.07(d)). Effective January 1, 2002, for purposes of this Section 7.06(b), a
Participant's Account balance shall be determined without regard to the balance
in his Rollover Contribution Account and After-Tax Rollover Contribution
Account. No such consent shall be valid unless the Participant receives a
general description of the material features and an explanation of the value of
the form of benefit available under the Plan. In addition, the Participant must
be informed of his right to defer receipt of the payment or distribution. The
Plan Administrator shall deliver such written notice to the Participant during a
period beginning no less than 30 days and no more than 90 days before the
Participant's date of commencement of benefits. The written consent of the
Participant to the payment or distribution shall not be made before the
Participant receives the notice and shall not be made more than 90 days before
his or her date of commencement of benefits. Notwithstanding the foregoing, a
distribution may commence less than 30 days after the notice required under
Section 1.411(a)-11(c) of the Treasury Regulations is given, provided that (i)
the Plan Administrator clearly informs the Participant that the Participant has
a right to a period of at least 30 days after receiving the notice to consider
the decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and (ii) the Participant, after receiving the
notice, affirmatively elects a distribution.

         (c)   If a Participant elects to receive the total vested portion of
his Account, such amount is determined as of the Valuation Date next preceding
the date on which the Plan Administrator approves the withdrawal or the
Valuation Date next following the Participant's application for withdrawal,
whichever Valuation Date is later. For Participants who had been receiving
installment payments under the Plan, such lump sum amount shall not include the
amount of any installments paid to the Participants since the preceding
Valuation Date. Any residual amounts will be paid to the Participant following
the next Valuation Date.

         (d)   A Participant may elect that the portion of his Account invested
in the Company Stock Fund be paid in kind, equal to the full shares of Company
Stock plus the cash equivalent of the fair market values of any fractional
shares of Company Stock. The Trustee, in the case of a fractional share, shall
be deemed to have purchased such fractional share from the Participant concerned
at a price equal to the cash payment to be made to the Participant. Cash for the
purchase of fractional shares may be taken from dividend receipts or other cash
in the Trust Fund.

         (e)   Notwithstanding the foregoing, a Participant whose Account
balance does not exceed $3,500 ($5,000, effective January 1, 1998) at the time
of his termination of Employment with the Employer shall receive his Account in
a single sum cash payment as soon as administratively practicable after his
termination of Employment. Effective January 1, 2002, a Participant whose
Account balance determined without regard to the balance in his Rollover
Contribution Account and After-Tax Rollover Contribution Account does not exceed
$5,000 at the time of his termination of Employment with the Employer shall
receive his Account in a

                                       33
<PAGE>

single sum cash payment as soon as administratively practicable after his
termination of Employment.

         7.07  METHOD OF PAYMENT.

         (a)   Benefits shall be paid or made available under the Plan upon the
direction of the Plan Administrator as soon as practicable after termination of
Employment occurs and (except as provided in Section 7.09) shall be
distributable thereafter at the request of the Participant (or, where
applicable, his Beneficiary or alternate payee) in a form established by the
Plan Administrator. Unless the Participant elects otherwise, distribution of
benefits will begin no later than 60 days after the end of the Plan Year in
which the latest of the following events occurs:

               (i)   The Participant's attainment of age 65;

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

               (iii) The Participant's termination of Employment with the
                     Employer or an Affiliated Company.

         (b)   If upon the death of an Employee his Account is being distributed
in accordance with Section 7.06(a)(ii), the remaining portion will be
distributed at least as rapidly as under the method being used as of the date of
his death.

         (c)   If distributions have not begun upon the death of a Participant,
and if no election is made by the Beneficiary under Section 7.08 following the
Participant's death, the entire interest of the Participant will be distributed
in accordance with Section 7.06(a)(i) at the end of the calendar year containing
the fifth anniversary of the Participant's death.

         (d)   Notwithstanding any other provision of the Plan (including
Section 7.09), (i) the Employee's Account will be distributed to such
Participant not later than his required beginning date, or (ii) the first
installment to be distributed under Section 7.06(a)(ii) will begin not later
than the required beginning date, in accordance with regulations prescribed by
the Secretary of the Treasury. For this purpose, the term "required beginning
date" means:

               (i)   for a Participant who is not a five percent (5%) owner (as
                     defined under Code Section 416), April 1 of the calendar
                     year following the year in which occurs the later of the
                     Participant's: (A) termination of Employment with the
                     Employer and all Affiliated Companies, and (B) attainment
                     of age 70-1/2; and

               (ii)  for a Participant who is a five percent (5%) owner, April 1
                     of the calendar year following the calendar year in which
                     the Employee attains age 70-1/2, or such other date as may
                     be prescribed by applicable law or regulations.

         Notwithstanding the foregoing, if a Participant who is not a five
percent (5%) owner attained age 70-1/2 on or after January 1, 1996 and before
January 1, 1999, and is still employed

                                       34
<PAGE>

by the Employer or an Affiliated Company on April 1 of the calendar year
following the year in which he or she attained age 70-1/2, such Participant may
elect to commence the distribution of the vested value of his or her Accounts
effective as of April 1 of the calendar year following the calendar year in
which he or she attained age 70-1/2 or to delay the commencement of
distributions until the termination of his or her employment.

         7.08  PROOF OF DEATH AND RIGHT OF BENEFICIARY. In the event of the
death of a Participant who has begun to receive benefits in annual installments
under Section 7.06(a)(ii), his Beneficiary will receive the undistributed value
of his Accounts in annual installments on the same basis as the Participant had
elected. Alternatively, his Beneficiary may receive the undistributed value of
his Accounts in a lump sum payment by informing the Plan Administrator of his
election within 90 days of the Participant's death. The Beneficiary of a
deceased Participant other than noted above shall elect to receive the
undistributed value of his Accounts under one of the methods in Section 7.06 by
an election communicated to the Plan Administrator within 180 days of the
Participant's death, except that the maximum period in Section 7.06(a)(ii) shall
be five years. If the Beneficiary does not elect a distribution within 180 days,
the Plan Administrator will distribute the Account in accordance with Section
7.07(c).

         The Plan Administrator may require and rely upon such proof of death
and such evidence of the right of any Beneficiary to receive benefits of a
deceased Participant as the Plan Administrator may deem proper, and its
determination of death and of the right of such Beneficiary to receive payments
shall be conclusive.

         7.09  SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. This Section 7.09
shall not eliminate any form or time of distribution available under this Plan
on May 1, 1989.

         (a)   Subject to Section 7.06(b) and notwithstanding any other
provision of this Plan, a Participant may elect to have the portion of his
Account attributable to shares of Company Stock acquired by the Plan after
December 31, 1986 distributed as follows:

               (i)   If the Participant separates from service by reason of the
                     attainment of normal retirement age under the Plan, death,
                     or disability, the distribution of such portion of the
                     Participant's Account balance will begin not later than one
                     year after the close of the Plan Year in which such event
                     occurs, unless the Participant otherwise elects a
                     distribution under the provisions of the Plan other than
                     this Section 7.09.

               (ii)  If the Participant separates from service for any reason
                     other than those enumerated in subparagraph (i) above and
                     is not reemployed by an Employer at the end of the fifth
                     Plan Year following the Plan Year of such separation from
                     service, distribution of such portion of the Participant's
                     Account balance will begin not later than one year after
                     the close of the fifth Plan Year following the Plan Year in
                     which the Participant separated from service, unless the
                     Participant otherwise elects a distribution under the
                     provisions of this Plan other than this Section 7.09.


                                       35
<PAGE>

               (iii) If the Participant separates from service for a reason
                     other than those described in subparagraph (i) above, and
                     is employed by the Employer as of the last day of the fifth
                     Plan Year following the Plan Year of such separation from
                     service, distribution to the Participant before any
                     subsequent separation from service shall be in accordance
                     with the provisions of the Plan other than this Section
                     7.09.

         (b)   For purposes of this Section 7.09 only, at times when such
Company Stock is not then publicly traded on an established securities market,
shares of Company Stock shall not include any such shares acquired with the
proceeds of an Acquisition Loan until the close of the Plan Year in which such
loan is repaid in full.

         (c)   Distributions required under this Section 7.09 shall be made in
substantially equal annual payments over a period of five years unless the
Participant otherwise elects under the provisions of this Plan other than this
Section 7.09. In no event shall such distribution period exceed the period
permitted under Section 401(a)(9) of the Code.

         (d)   The portion of a Participant's ESOP Account balance attributable
to shares of Company Stock which were acquired by the Plan after December 31,
1986 shall be determined by the Plan Administrator in its discretion.

         7.10  PUT OPTION.

         (a)   Any Participant who receives shares of Company Stock under this
Article VII (and persons who received shares from such a Participant by reason
of the Participant's death or incompetency) shall have the right to require the
Company to purchase the shares of Company Stock for its current fair market
value (the "put option"). The put option shall only apply if, when the shares of
Company Stock are distributed or within fifteen (15) months thereafter, the
stock is not publicly traded on an established securities market or are (or
become) subject to a restriction under federal or state securities laws or
regulations or an agreement affecting the shares of Company Stock that would
make the shares of Company Stock not as freely tradable as a security not
subject to such restrictions.

         (b)   The put option shall be exercisable by notice to the Plan
Administrator and in a form established by the Plan Administrator during the 15
month period after the shares of Company Stock are distributed by the Plan;
provided that if the put option first becomes exercisable after the distribution
of such shares by the Plan, the put option shall remain exercisable after the
end of such 15-month period for the number of days (if any) by which the number
of days between (i) the date on which the shares of Company Stock cease to be so
traded (or tradable) and (ii) the date on which the Employer notifies the
Participant in writing that such shares have ceased to be so traded (or
tradable) exceeds ten. If the put option is exercised, the Trustee may, in the
Trustee's sole discretion, assume the Company's rights and obligations with
respect to purchasing the shares of Company Stock. The Company, or the Trustee
if applicable, may elect to pay for the shares of Company Stock in equal
periodic installments (not less frequent than annually) over a period not longer
than five years from the date the put option is exercised, with interest at a
reasonable rate, all such terms to be set forth in a promissory note delivered
to the seller with usual business terms as to acceleration upon any uncured
default.

                                       36
<PAGE>

With the seller's consent, the installment period may be extended to the earlier
of ten years from the exercise of the put option or the date on which the
Acquisition Loans related to the shares of Company Stock have been satisfied, if
longer than five years, provided the purchaser furnishes adequate security in
addition to the purchaser's promissory note.

         (c)   Nothing contained herein shall be deemed to obligate the Company
to register any shares of Company Stock under any federal or state securities
law or to create a public market to facilitate transferability of the shares of
Company Stock. The put option herein described may only be exercised by a person
described in the first sentence of this section and may not be transferred
either separately or together with any shares of Company Stock to any other
person. The put option shall continue in effect to the extent provided herein in
the event that the Plan ceases to have a qualified employee stock ownership plan
feature.

         7.11  DIRECT ROLLOVER OF DISTRIBUTION. Any "Eligible Rollover
Distribution" under this Article may, at the Participant's election, and subject
to such uniform and nondiscriminatory conditions as the Plan Administrator may
require, be transferred to an "Eligible Retirement Plan," subject to the
provisions of Section 402 of the Code and the regulations thereunder and as
hereinafter provided.

         (a)   The Plan Administrator shall notify any "Distributee" entitled to
receive an "Eligible Rollover Distribution" no less than thirty nor more than
ninety days before the starting date of any payment (or at such other time as is
permitted by law) of his right to elect a "Direct Rollover" to an "Eligible
Retirement Plan" pursuant to the provisions of this section.

         (b)   To elect a Direct Rollover, the Distributee must request in
writing to the Plan Administrator that all or a specified portion of the
Eligible Rollover Distribution be transferred directly to one or more "Eligible
Retirement Plans." If a distribution will be made on behalf of the Distributee
in more than one year, the notice specified in paragraph (a) must be given to
the Distributee in each year in which there is an Eligible Rollover
Distribution, and the Distributee must file a new election with the Plan
Administrator if he wishes to have the Eligible Rollover Distribution
transferred directly to an Eligible Retirement Plan.

         (c)   The Distributee shall not be entitled to elect a Direct Rollover
pursuant to this section, unless he has obtained any applicable Spousal consent
that would otherwise be required to obtain a distribution in the amount of the
Eligible Rollover Distribution.

         (d)   For purposes of this section, the following definitions shall
apply:

               (i)   A "Direct Rollover" is a payment by the Plan to the
                     "Eligible Retirement Plan" specified by the Distributee;

               (ii)  A "Distributee" includes Participants, a Participant's
                     surviving spouse and a Participant's spouse or former
                     spouse who is the alternate payee under a qualified
                     domestic relations order, as defined in Code Section
                     414(p), but only with regard to the interest of such
                     individual under the Plan;

               (iii) An "Eligible Retirement Plan" is a retirement plan which
                     meets the requirements of Code Section 401(a), an annuity
                     described in Code

                                       37
<PAGE>

                     Section 403(a), an individual retirement account described
                     in Code Section 408(a), or an individual retirement annuity
                     (other than an endowment contract) described in Code
                     Section 408(b), the terms of which permit the acceptance of
                     a Direct Rollover of the Distributee's Eligible Rollover
                     Distribution. Effective January 1, 2002, the term Eligible
                     Retirement Plan shall also include an annuity contract
                     described in Section 403(b) of the Code and an eligible
                     deferred compensation plan described in Section 457(b) of
                     the Code which is maintained by an eligible employer
                     described in Section 457(e)(1)(A) of the Code. However, in
                     the case of an Eligible Rollover Distribution made before
                     January 1, 2002 to the surviving spouse of a Participant,
                     an Eligible Retirement Plan is an individual retirement
                     account or an individual retirement annuity. The Plan
                     Administrator may establish reasonable procedures for
                     ascertaining that the Eligible Retirement Plan meets the
                     preceding requirements.

               (iv)  An "Eligible Rollover Distribution" is any distribution
                     from this Plan of all or any portion of the balance to the
                     credit of the Distributee, except for distributions (or
                     portions thereof) which are:

                     (1) Part of a series of substantially equal periodic
                         payments (not less frequently than annually) made over
                         the life of the Participant (or the joint lives of the
                         Participant and the Participant's designated
                         beneficiary), the life expectancy of the Participant
                         (or the joint life and last survivor expectancy of the
                         Participant and the Participant's designated
                         beneficiary), or a specified period of ten years or
                         more;

                     (2) Required under Code Section 401(a)(9) (relating to the
                         minimum distribution requirements);

                     (3) For distributions made before January 1, 2002, the
                         portion of any distribution that is not includible in
                         gross income (determined without regard to the
                         exclusion for net unrealized appreciation in employer
                         securities described in Code Section 402(e)(4); or

                     (4) Withdrawals made on or after January 1, 1999 that are
                         due to a financial hardship incurred by a Participant,
                         as provided under Section 8.03 of this Plan.

                                  ARTICLE VIII
                          WITHDRAWALS DURING EMPLOYMENT

         8.01  GENERAL CONDITIONS FOR WITHDRAWALS.

         (a)   Subject to the conditions set forth herein, a Participant may
make withdrawals of all or a portion of his vested accounts (excluding the
PAYSOP Account with respect to withdrawals made before January 1, 2002) at such
times and in such manner as set forth in this

                                       38
<PAGE>

Article VIII, upon request to the Plan Administrator in writing or by electronic
or telephonic means.

         (b)   Any distribution under this section may, at the Participant's
election, and subject to such uniform and nondiscriminatory conditions as the
Plan Administrator may require, be transferred to an individual retirement
account or another tax-qualified plan, subject to the provisions of Section 402
of the Code and the regulations thereunder, and in accordance with the
procedures described in Sections 7.06 and 7.11 of this Plan.

         (c)   Subject to the conditions set forth herein, upon notice to the
Employer in the manner prescribed by the Plan Administrator for such purpose, a
Participant may make withdrawals of all or a portion of the vested portion of
his Accounts (excluding the PAYSOP Account with respect to withdrawals made
before January 1, 2002). No withdrawals may be made under this Article VIII from
a Participant's Basic Pre-Tax Contribution Account, Supplemental Pre-Tax
Contribution Account or Catch-Up Contribution Account, except under Sections
8.03 and 8.04.

         (d)   All amounts withdrawn will be paid in cash. In the case of a
partial withdrawal under this Article by a Participant having an interest in
more than one Investment Fund, the amount withdrawn shall be taken pro rata from
all Investment Funds in which the Participant maintains Accounts and from which
withdrawal is permissible in the same proportion as the value of the
Participant's interest in each such Investment Fund bears to the total value of
his Accounts.

         8.02  WITHDRAWAL OF ACCOUNTS.

         (a)   A Participant who has less than three years of vesting service
may elect to withdraw all or any part of the value of his Basic Post-Tax
Contribution Account, Supplemental Post-Tax Contribution Account, Rollover
Contribution Account and After-Tax Rollover Contribution Account, determined as
of the next Valuation Date. Upon such withdrawal, the Participant shall forfeit
the full amount of his Employer Contribution Account attributable to the amount
withdrawn from such Participant's Basic Post-Tax Contribution Account. However,
such Forfeiture shall be reinstated if the Participant repays the full dollar
amount of the prior withdrawal within two years after the withdrawal, or prior
to the time that the Participant has a Year of Break in Service, whichever
occurs first.

         (b)   A Participant who has at least three years of vesting service may
withdraw all or any part of his Basic Post-Tax Contribution Account,
Supplemental Post-Tax Contribution Account, Rollover Contribution Account,
After-Tax Rollover Contribution Account and Employer Contribution Account
determined as of the next Valuation Date. The amounts available for withdrawal
at any given time shall exclude Employer Contributions made during the two years
immediately preceding withdrawal. These amounts may not be distributed to the
Participant until his termination of Employment or until such funds have been in
the Plan for at least two years, whichever occurs first. A Participant who has
made a withdrawal under this paragraph (b) shall not forfeit any part of his
Employer Contribution Account.

                                       39
<PAGE>

         (c)   Effective January 1, 2002, a Participant may withdraw all or part
of his PAYSOP Account, determined as of the next Valuation Date, at any time.

         8.03  HARDSHIP WITHDRAWALS.

         (a)   A Participant who incurs a "financial hardship" may request a
withdrawal from his Basic Pre-Tax Contribution Account, Supplemental Pre-Tax
Contribution Account and Catch-Up Contribution Account, determined as of the
Valuation Date preceding the date of the request. Hardship withdrawals shall be
made in accordance with this Section 8.03 and shall be limited to the amount of
Basic Pre-Tax Contributions, Supplemental Pre-Tax Contributions and Catch-Up
Contributions (and earnings on those amounts credited before January 1, 1989)
then credited to the Participant's Account.

         (b)   For purposes of this Section, "financial hardship" means an
immediate and heavy financial need occurring in the Participant's personal
affairs that cannot reasonably be satisfied from other resources available to
the Participant. Any such hardship shall be determined by the Plan Administrator
(or its delegate) from appropriate evidence furnished by the Participant and in
accordance with applicable regulations under Section 401(k) of the Code. Unless
the Plan Administrator decides, from time to time, to determine financial need
on the basis of all relevant facts and circumstances, a Participant's financial
need shall be deemed sufficiently immediate and heavy to justify a hardship
withdrawal under this Section only with respect to:

               (i)   Unreimbursed medical expenses described in Section 213(d)
                     of the Code incurred by the Participant, his spouse or
                     dependents (as defined in Section 152 of the Code) or an
                     amount necessary for these persons to obtain medical care
                     described in Section 213(d) of the Code;

               (ii)  Costs directly related to the purchase of a principal
                     residence for the Participant (excluding mortgage
                     payments);

               (iii) Payment of tuition and related fees for the next 12 months
                     of post-secondary education for the Participant, his
                     spouse, children or dependents;

               (iv)  Payments necessary to prevent eviction of the Participant
                     from his principal residence or foreclosure on the mortgage
                     of his principal residence; or

               (v)   Other events provided for in rulings, notices or other
                     documents published by the Commissioner of Internal
                     Revenue. The amount of an immediate and heavy financial
                     need may include amounts necessary to pay any federal,
                     state, or local income taxes or penalties reasonably
                     anticipated to result from the distribution.

         (c)   A Participant must demonstrate to the satisfaction of the Plan
Administrator (or delegate) that the withdrawal is necessary to satisfy his
financial need and that the amount requested does not exceed the amount needed
to relieve his financial need, considering also the extent to which the need may
be satisfied from other resources reasonably available to the

                                       40
<PAGE>

Participant, including assets of his spouse and minor children to the extent
reasonably available to him. As a condition to a hardship withdrawal, the
Participant must elect, in accordance with the provisions of Section 6.02(d), to
have all cash dividends paid to him in accordance with the provisions of Section
6.02(d) effective as of the earliest possible date. The Plan Administrator may
elect to make an independent determination, based upon all facts and
circumstances, as to whether the amount of the withdrawal is necessary to
satisfy the Participant's financial need. If the Plan Administrator so elects,
then for purposes of determining the sufficiency of the Participant's other
available resources, the Plan Administrator may reasonably rely (unless the Plan
Administrator has actual knowledge to the contrary) on the Participant's written
representation to the effect that the financial need cannot be relieved:

               (i)   through reimbursement or compensation by insurance or
                     otherwise;

               (ii)  by reasonable liquidation of the Participant's assets to a
                     degree that would not itself cause immediate and heavy
                     financial need;

               (iii) by cessation of elective or Participant contributions under
                     the Plan; or

               (iv)  by other distributions or loans from plans maintained by
                     any present or former employer of the Participant, or by
                     borrowing from commercial sources on reasonable commercial
                     terms.

         (d)   If the Plan Administrator elects not to make the independent
facts and circumstances determination provided under paragraph (c), the amount
of a Participant's requested withdrawal shall be deemed necessary to satisfy his
financial need if the following requirements are met:

               (i)   the Participant first has obtained, or simultaneously with
                     the withdrawal will obtain, all nonhardship distributions
                     and all nontaxable loans currently available under all
                     qualified plans maintained by the Employer;

               (ii)  the Participant has elected, in accordance with the
                     provisions of Section 6.02(d), to receive cash dividends
                     that are subject to distribution pursuant to Section
                     6.02(d);

               (iii) the Participant's right to make elective and employee
                     contributions to this Plan and contributions to all other
                     plans maintained by the Employer (except contributions to
                     welfare benefit plans and mandatory employee contributions
                     to defined benefit plans) shall be suspended for the 12
                     consecutive months (effective January 1, 2002, six
                     consecutive months) following his receipt of the hardship
                     withdrawal; and

               (iv)  with respect to hardship withdrawals made before January 1,
                     2001, the maximum amount of elective contributions (taking
                     into account all qualified plans of the Employer) to be
                     made on behalf of the Participant for his taxable year
                     following the taxable year in which he receives the
                     hardship withdrawal shall not exceed (A) $9,500 or such
                     other applicable amount pursuant to the provisions of
                     Sections 402(g) of the Code, reduced


                                       41
<PAGE>

                     by (B) his elective contributions for the taxable year in
                     which he received the hardship withdrawal.

Hardship withdrawals that are subject to the preceding sentence shall not be
allowed unless the other plans referred to in points (i) through (iii) of that
sentence contain substantially similar provisions. Effective January 1, 2002, a
Participant who received a hardship distribution in 2001 shall be permitted to
resume making elective and employee contributions to this Plan and to all other
plans maintained by the Employer at any time after the suspension of
contributions in accordance with (ii) above has been in effect for at least six
consecutive months.

         8.04  WITHDRAWAL AFTER AGE 59-1/2. A Participant who has attained age
59-1/2 may make a withdrawal under the provisions of Section 8.03 without
satisfying the conditions of that Section for a Hardship. Upon such a
withdrawal, the Participant shall not incur a mandatory suspension.

         8.05  PAYSOP ACCOUNTS. A Participant may not withdraw any amounts from
this Account while employed. This Section 8.05 shall no longer apply after
December 31, 2001.

                                   ARTICLE IX
                                 ADMINISTRATION

         9.01  FIDUCIARIES.

         (a)   The following parties are Fiduciaries of the Plan: (i) the
Company, (ii) the Trustee and (iii) any committee or individual appointed by the
Company as Plan Administrator or to whom discretionary administrative authority
or responsibility with respect to the Plan has been delegated by the Company.
The Plan Administrator shall be the "named fiduciary" for all purposes under
ERISA. If a Plan Administrator has not been appointed, or ceases for any reason
to serve, the Company shall function as the Administrator until a Plan
Administrator (or successor, as appropriate) is appointed.

         (b)   The responsibilities of each Fiduciary may be specified by the
Company. If no such delegation is made by the Company, the Fiduciaries may
allocate responsibilities among themselves in writing and notify the Company
that they have done so, specifying in such notification the responsibilities of
each Fiduciary. If the Fiduciaries provide a copy of such notification to the
Trustee, the Trustee shall thereafter (until such time as the Company or the
Fiduciaries deliver to the Trustee a written revocation of such allocation)
accept and be justified in relying upon any documents executed by the
appropriate Fiduciary pursuant to the allocation of responsibilities disclosed
in such notification.

         (c)   Each Fiduciary shall have only those specific powers, duties,
responsibilities and obligations as are assigned to such Fiduciary under the
Plan, delegated to the Fiduciary by action of the Company or allocated to the
Fiduciary by written allocation among the Fiduciaries pursuant to paragraph (b),
above.

         9.02  RESPONSIBILITIES OF THE COMPANY. The Company shall have the
following powers and duties with respect to the Plan:

                                       42
<PAGE>

               (i)   to appoint the members of any committee created to exercise
                     any responsibility with respect to the Plan;

               (ii)  to terminate the Plan in whole or in part pursuant to the
                     procedures provided hereunder;

               (iii) to delegate any of the fiduciary responsibilities under the
                     Plan to any individual, committee, or entity it may
                     designate; provided however, that any delegation of a
                     fiduciary duty that has already been assigned by the
                     provisions of the Plan, by previous action of the Board, or
                     by written allocation among the Fiduciaries, shall be
                     effected by delivery in writing to the Fiduciaries to and
                     from whom such responsibility is being reassigned;

               (iv)  to designate any individual, committee, or entity to whom
                     fiduciary responsibilities are delegated as an additional
                     Fiduciary or named fiduciary of the Plan; and

               (v)   to exercise any other powers or responsibilities not
                     specifically allocated to another fiduciary.

         9.03  RESPONSIBILITIES OF THE TRUSTEE. The Trustee shall have the
powers and duties allocated to it in the trust agreement. The Trustee shall have
no other responsibilities with respect to the Plan, except to the extent such
responsibilities are delegated or assigned by the Company or its delegate to,
and accepted by the Trustee.

         9.04  RESPONSIBILITIES OF THE PLAN ADMINISTRATOR.

         (a)   The Plan Administrator shall be responsible for and shall
discharge all duties and obligations imposed on a Plan Administrator by ERISA
and the Code. The Plan Administrator shall prepare, publish, file and furnish
Plan reporting and disclosure reports, statements and descriptions in the manner
and at the times required by law. The Plan Administrator may employ counsel
and/or consultants to render advice with regard to any responsibility of the
Plan Administrator under the Plan and may employ necessary clerical help. Any
individual or committee designated as the Plan Administrator shall report to (or
as directed by) the Board in order that the Plan Administrator's performance of
his duties may be periodically reviewed.

         (b)   In addition to the foregoing, the Plan Administrator shall have
the following discretionary powers and duties with respect to the Plan:

               (i)    To establish and enforce such rules, regulations and
                      procedures as the Plan Administrator shall deem necessary
                      or proper for the efficient administration of the Plan;

               (ii)   To interpret the terms of the Plan, the Plan
                      Administrator's interpretation thereof in good faith to be
                      final and conclusive;


                                       43
<PAGE>

               (iii)  To decide all questions of fact concerning the Plan and
                      the eligibility of any Employee to participate in the
                      Plan;

               (iv)   To compute the amount of benefits which shall be payable
                      to any Participant, retired Participant or Beneficiary in
                      accordance with the provisions of the Plan, and to
                      determine the person or persons to whom such benefits
                      shall be paid;

               (v)    To advise the Trustee in writing with respect to all
                      benefits which become payable under the terms of the Plan
                      and to direct the Trustee to pay such benefits from the
                      Trust Fund;

               (vi)   To submit annually to the Board or its designee a report
                      showing in reasonable summary the financial condition of
                      the Plan and Trust Fund, a summary of the operations of
                      the Plan for the past year, and any further information
                      which the Board or its designee may require;

               (vii)  To maintain all such books of account, records and other
                      data as shall be necessary for proper administration of
                      and necessary actuarial valuations for the Plan and to
                      meet the reporting and disclosure requirements of ERISA;
                      and

               (viii) To appoint and delegate to persons or committees such of
                      the Plan Administrator's duties as it may, subject to this
                      Article IX and the requirements of ERISA, determine. Any
                      such allocation or delegation shall be periodically
                      reviewed by the Board or its designee.

         9.05  DELEGATION OF DUTIES. Any committee established by the Company or
at its direction or by its designee may appoint subcommittees and determine
their powers and the Company and its designees and their designees may allocate
among themselves or may delegate to another person or persons such of the
fiduciary duties as they may in their sole discretion determine. Any such
allocation or delegation shall be periodically reviewed by the Board.

         The Company, the Plan Administrator and their respective designees,
agents, officers and employees and any committee(s) established by the Company
or at its direction or by its designee, shall be entitled to rely upon all
certificates and reports made by the accountant or consultant and upon all
opinions given by legal counsel; the Company, the Plan Administrator, and their
respective designees, agents, officers and employees and any committee(s)
established by the Company or at its direction or by its designee, shall be
fully protected in respect of any action taken or suffered by them in good faith
and acting as prudent men would act in like circumstances in reliance upon such
certificate, report or the advice or opinion of such accountant, consultant or
counsel and all action so taken or suffered shall be conclusive upon each of
them and upon all Participants, retired Participants, surviving Spouses,
Beneficiaries and contingent annuitants.

         9.06  COMMITTEE ACTION. Unless otherwise directed by or at the
direction of the Company, a majority of the members of any committee(s)
established by or at the direction of the Company or by its designee shall
constitute a quorum. Decisions with a quorum present

                                       44
<PAGE>

shall be by majority vote. The action of a majority expressed in writing without
a meeting shall constitute the action of a committee and shall have the same
effect as if assented to by every member.

         9.07  INDIVIDUAL INDEMNIFICATION. To the extent permissible under
ERISA, the Company shall indemnify each member of each Employer's board of
directors, each member of any committee(s) established by or at the direction of
the Company or its designee, and the Plan Administrator or any of their
delegatees against costs, expenses and liabilities, including attorney's fees,
incurred in connection with any action, suit or proceeding instituted against
them or any one of them because of any act of omission or commission performed
by them or any one of them as a director, committee member or Administrator, or
designee or delegatee thereof, as the case may be, while acting in good faith
and exercising his judgment for the best interest of the Plan.

         Promptly after receipt by an indemnified party under this section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the Company, notify the Company
of the commencement thereof, and the omission so to notify the Company will
relieve it from the liability hereunder, but not from any other liability which
it may have to such person. The Company shall be entitled to participate at its
own expense in the defense or to assume the defense of any action brought
against any party indemnified hereunder.

         In the event the Company elects to assume the defense of any such suit,
such defense shall be conducted by counsel chosen by it and reasonably
satisfactory to the indemnified party, and the indemnified party shall bear the
fees and expenses of any additional counsel retained by him.

         9.08  PLAN EXPENSES.

         (a)   Any direct expenses reasonably incurred by any individual or
member of any committee in the performance of the duties of the Plan
Administrator shall be paid by the Company. Such reasonable expenses include the
Company's securing insurance to protect such individuals from personal liability
resulting from their actions taken in a fiduciary capacity with respect to this
Plan.

         (b)   All other reasonable expenses incurred in connection with the
administration of the Plan, including (without limitation) the compensation of
the Trustee, administrative expenses, any investment management charges and
proper charges and disbursements of the Trustee and compensation and other
expenses and charges of any counsel, accountant, specialist or other person who
shall be retained by the Company in connection with the administration of the
Plan shall be paid from the Trust Fund to the extent permitted by law, and if
not, then paid by the Company.


                                       45
<PAGE>
                                    ARTICLE X
                               GENERAL PROVISIONS

         10.01 INALIENABILITY OF BENEFITS.

         (a)   Except as provided in paragraph (b), no Plan benefit shall be
subject to anticipation, alienation, sale, transfer, assignment, pledge,
garnishment or encumbrance of any kind, and any attempt to do so shall be void,
except that, effective January 1, 1998, such prohibition shall not apply to the
offset of any Participant's Account against any amount the Participant is
required to pay on account of a breach of fiduciary duty to, or a criminal act
taken against, the Plan, to the extent permitted under Section 401(a)(13) of the
Code.

         (b)   The prohibitions of paragraph (a) shall not apply to
distributions under a "qualified domestic relations order," as defined in
Section 414(p) of the Code. The Plan Administrator shall establish written
procedures as it deems appropriate to determine the qualified status of domestic
relations orders and shall administer such qualified domestic relations orders
as set forth in such orders, subject to the terms of this Plan and Section
414(p) of the Code. Distributions shall be permitted to an alternate payee under
a qualified domestic relations order before the Participant attains "earliest
retirement age" under the Plan, as set forth in Section 414(p) of the Code.

         10.02 NO RIGHT TO EMPLOYMENT. Nothing herein contained nor any action
taken under the provisions hereof shall be construed as giving any Employee the
right to be retained in the employ of the Employer or as interfering with the
rights of the Employer to discharge an Employee at any time.

         10.03 UNIFORM ADMINISTRATION. Whenever in the administration of the
Plan any action is required by the Plan Administrator, such action shall be
uniform in nature as applied to all persons similarly situated and no such
action shall be taken which will discriminate in favor of highly compensated
Participants or Participants whose principal duties consist of supervising the
work of others.

         10.04 HEADINGS. The headings of the sections of this Plan are for
convenience of reference and in the case of any conflict the text of the Plan,
rather than such headings, shall control.

         10.05 CONSTRUCTION. The Plan shall be construed, regulated and
administered in accordance with the laws of the State of Delaware, except to the
extent that such laws are superseded by federal law. The Plan and the trust
shall be construed so as to qualify under Sections 401(a), 401(k) and 501(a) of
the Code.

         10.06 UNCLAIMED DISTRIBUTIONS. If within five years after any Plan
benefit becomes payable to a Participant or Beneficiary such person cannot be
located, provided due care has been exercised in attempting to locate such
person, the benefit shall be treated as a Forfeiture under Section 4.04;
provided that such benefit shall be restored (with earnings thereon) if such
Participant or Beneficiary thereafter makes a proper claim for distribution.

                                       46
<PAGE>

         10.07 DISTRIBUTIONS TO A LEGAL REPRESENTATIVE. If the Plan
Administrator determines that a person entitled to a benefit is a minor or is
incapable of caring for his or her affairs, the Plan Administrator may direct
that any benefits payable to such person shall be paid to the person's duly
appointed legal representative, or if none, then to the person's spouse, child
or legal representative of such spouse or child. Any payments made hereunder
shall be a complete discharge of the Plan's liabilities therefor.

         10.08 SOURCE OF PAYMENT. Benefits under the Plan shall be payable only
out of the Trust Fund. The Employers shall have no obligation, responsibility or
liability to make any direct payment of benefits under the Plan. Except as
otherwise provided by law, neither the Plan Administrator, the Employers nor the
Trustee guarantees the Trust Fund against any loss or depreciation or guarantees
the payment of any benefit hereunder.

         10.09 PLAN SUBJECT TO IRS APPROVAL. The adoption of the Plan (and trust
incident hereto), as it applies to any Employer, is expressly subject to the
condition that it be qualified by the Internal Revenue Service as meeting the
requirements of the Code and regulations issued thereunder with respect to
qualified plans.

                                   ARTICLE XI
                               SPECIAL PROVISIONS

         11.01 AMENDMENTS TO THE PLAN. The Company reserves the right at any
time and from time to time, and retroactively if deemed necessary or appropriate
to conform with governmental regulations or other policies, to modify or amend
in whole or in part any or all of the provisions of the Plan; provided that no
such modification or amendment shall make it possible for any part of the funds
of the Plan to be used for, or diverted to, purposes other than for the
exclusive benefit of Participants or their Beneficiaries; and provided further,
that no such amendment shall increase the duties of the Trustee without its
consent in writing. Except as may be required to conform with any state or
federal law, no such amendment shall adversely affect the rights of any
Participant or Beneficiary with respect to contributions made on his behalf
prior to the date of such amendment.

         11.02 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. The Plan shall not
merge or consolidate with, or transfer its assets or liabilities to any other
plan, unless each Participant would, if the surviving 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
if the Plan had terminated immediately before the merger, consolidation or
transfer. Any such merger, consolidation or transfer shall be accomplished in
accordance with applicable regulations of the Internal Revenue Service.

         11.03 TERMINATION OF THE PLAN. The Plan is purely voluntary on the part
of the Company and each other Employer, and the Company reserves the right to
terminate or completely discontinue contributions under the Plan, and terminate
the trust agreement and the Trust Fund hereunder. Upon a complete or partial
termination of the Plan, or a complete discontinuance of contributions
hereunder, the value of the Account of each Participant affected by such
termination or discontinuance shall be fully vested, and payment of benefits
shall be made to such Participants or their Beneficiaries either upon such
termination or upon the

                                       47
<PAGE>

termination of Employment of the respective Participants, at the discretion of
the Plan Administrator, in accordance with Section 7.06. In the case of a
complete termination or a complete discontinuance of contributions to the Plan,
any Forfeitures not previously applied in accordance with Section 4.04 shall be
credited ratably to the Accounts of all Participants in proportion to the
amounts of Employer Contributions credited to their respective Employer
Contribution Account during the current calendar year, or the prior calendar
year if no Employer Contributions have been made during the current calendar
year.

         11.04 WITHDRAWAL OF AN EMPLOYER. Subject to the requirements of ERISA
and the Code, any one or more of the Employers (other than the Company) may
terminate its participation in and withdraw from the Plan by giving six months'
advance notice in writing to the Company of its or their intention to withdraw,
unless a shorter notice shall be agreed to by the Board. Upon such withdrawal,
the Company shall certify to the Trustee the equitable shares of such
withdrawing Employers in the trust Fund and the Trustee shall thereupon set
aside such securities and/or property to such legal representatives as may be
designated by such withdrawing Employer. The withdrawal of an Employer from the
Plan shall not constitute a termination of the Plan as thereafter in effect for
any other Employer that has not withdrawn.

         11.05 PROCEDURE. The termination, partial termination or amendment of
this Plan may be effected by the adoption of a resolution by the Board to that
effect, or by the execution of an instrument amending or terminating the Plan by
the Board's designee to whom such authority has been given by resolution of the
Board. The authorization of the Board may be general and need not be given in
contemplation of or with reference to specific terms of amendment or
termination.

                                   ARTICLE XII
                                CLAIMS PROCEDURE

         12.01 CLAIMS PROCEDURE.

         (a)   Any person (a "Claimant") who believes he or she is entitled to
receive a benefit under the Plan, including one greater than that initially
determined by the Plan Administrator, may file a claim in writing with the Plan
Administrator. The Plan Administrator shall either allow or deny the claim in
writing within ninety (90) days of the receipt of a claim; provided that under
special circumstances (as determined by the Plan Administrator) the Plan
Administrator may extend this period for an additional ninety (90) days by
providing written notice of the extension to the Claimant within the original
90-day period. Effective January 1, 2002, the written notice of the extension
shall indicate the special circumstances requiring the extension and the date by
which the Plan Administrator expects to make the benefit determination.

         (b)   A denial of a claim shall be written in a manner calculated to be
understood by the Claimant and shall include:

               (i)   the specific reason or reasons for the denial;

               (ii)  specific references to Plan provisions on which the denial
                     is based;


                                       48
<PAGE>

               (iii) a description of any additional material or information
                     necessary for the Claimant to perfect the claim and an
                     explanation of why the material or information is
                     necessary;

               (iv)  an explanation of the Plan's claim review procedure;

               (v)   effective, January 1, 2002, the Claimant's right to bring a
                     civil action under ERISA Section 502(a) following a denial
                     upon appeal.

Notwithstanding the foregoing, if the Plan Administrator does not timely respond
to a claim in writing within the 90-day period (as extended, if applicable), the
claim shall be deemed denied for all purposes under the Plan. Effective as of
January 1, 2001, benefits under the Plan will be paid only if the Plan
Administrator decides, in its discretion, that the Claimant is entitled to them.

         12.02 CLAIM REVIEW.

         (a)   If a claim is denied (or deemed denied), the Claimant or his or
her duly authorized representative may, within sixty (60) days after receipt of
denial of his claim, (i) submit a written request for review of the denied claim
by the Company's Pension Administration Committee ("PAC"); (ii) review pertinent
Plan documents; and (iii) submit issues and comments in writing to the PAC.
Effective January 1, 2002, the Claimant shall be provided, upon request and free
of charge, reasonable access to and copies of all documents, records and other
information determined by the PAC in its sole discretion to be relevant to the
Claimant's claim for benefits and may submit written comments, documents,
records and other information relating to the claim.

         (b)   Upon receipt of a timely request for review, PAC may hold a
hearing, or, in its discretion, appoint one or more of its members to hear the
Claimant's request and inquire into the merits of the matter. PAC (or such
member) shall meet promptly with the Claimant and/or his duly authorized
representative and hear such arguments and/or examine such documents as the
Claimant or his representative shall present.

         (c)   The PAC shall either allow or deny the claim upon review in
writing within sixty (60) days of the receipt of the request for review;
provided that under special circumstances (such as the need to hold a hearing)
the PAC may extend this period for an additional sixty (60) days by providing
written notice of the extension to the Claimant within the original 60-day
period. Effective January 1, 2002, the written notice of the extension shall
indicate the special circumstances requiring the extension and the date by which
the PAC expects to make the benefit determination.

         (d)   A denial of a claim shall be written in a manner calculated to be
understood by the Claimant and shall include the following information:

               (i)   the specific reasons for the denial;

               (ii)  the specific provisions of the Plan upon which the denial
                     is based;


                                       49
<PAGE>

               (iii) effective January 1, 2002, a statement that the Claimant is
                     entitled to receive, upon request and free of charge,
                     reasonable access to and copies of all documents, records
                     and other information relevant to the claim;

               (iv)  effective January 1, 2002, a description of any voluntary
                     appeals procedures offered by the Plan;

               (v)   effective January 1, 2002, a statement that the claimant
                     has the right to bring a civil action under ERISA Section
                     502(a) following a denial upon appeal.

         (e)   If the PAC does not timely respond to the request for review in
writing, the request (and underlying claim) shall be deemed denied for all
purposes under the Plan. Effective as of January 1, 2001, benefits under the
Plan will be paid only if the PAC decides, in its discretion, that the Claimant
is entitled to them.

         12.03 EXHAUSTION OF CLAIMS PROCEDURE. Claimants may not seek benefits
under the Plan in judicial or administrative proceedings without first complying
with the procedures in this Article XII. The decisions made under this Article
XII are final and binding on Participants and any other party.

                                   ARTICLE XIII
                              TOP-HEAVY PROVISIONS

         13.01 GENERAL. If the Plan is or becomes top-heavy in any Plan Year,
the provisions of this Article XIII shall supersede any conflicting provisions
in the Plan.

         13.02 DEFINITIONS.

         (a)   Determination Date. For any Plan Year after the first Plan Year,
the last day of the preceding Plan Year. For the first Plan Year of the Plan,
the last day of that Year.

         (b)   Earnings. For purposes of this Article XIII, Earnings means
"compensation" within the meaning of Section 415(c)(3) of the Code.

         (c)   Key Employee. Any Employee or former employee (and Beneficiary of
such employee) who, at any time during the termination period, was a Key
Employee in accordance with Section 416(i)(1) of the Code and regulations
thereunder.

         (d)   Permissive Aggregation Group. The Required Aggregation Group of
plans plus any other plan of the Employer which, when considered as a group with
the Required Aggregation Group, would continue to satisfy the requirements of
Sections 401(a)(4) and 410 of the Code.

         (e)   Required Aggregation Group. Each (i) qualified plan of the
Employer in which at least one Key Employee participates, plus (ii) any other
qualified plan of the Employer which enables a plan described in (i) to meet the
requirements of Sections 401(a)(4) and 410 of the Code.

                                       50
<PAGE>

         (f)   Top-Heavy Plan. The Plan shall be top-heavy if any of the
following conditions exist:

               (i)   If the Top-Heavy Ratio for this Plan exceeds 60 percent and
                     the Plan is not part of any Required Aggregation Group or
                     Permissive Aggregation Group of plans;

               (ii)  If this Plan is a part of a Required Aggregation Group of
                     plans (but not part of a Permissive Aggregation Group) and
                     the Top-Heavy Ratio for the group of plans exceeds 60
                     percent; or

               (iii) If this Plan is a part of a Required Aggregation Group of
                     plans and part of a Permissive Aggregation Group and the
                     Top-Heavy Ratio for the group of plans exceeds 60 percent.

         (g)   Top-Heavy Ratio.

               (i)   If the Employer maintains one or more defined benefit plans
                     and has not maintained any defined contribution plans
                     (including any simplified employee pension plan), which,
                     during the five-year period ending on the Determination
                     Date, has or has had account balances, the Top-Heavy Ratio
                     for this group alone or for the Required or Permissive
                     Aggregation Group, as applicable, is a fraction. The
                     numerator is the sum of the present values of accrued
                     benefits of all Key Employees as of the Determination Date,
                     and the denominator of which is the sum of the present
                     values of all accrued benefits, determined in accordance
                     with Section 416 of the Code and the regulations
                     thereunder. Both the numerator and the denominator include
                     any part of any accrued benefits distributed in the
                     five-year period ending on the Determination Date.

               (ii)  If the Employer maintains one or more defined benefit plans
                     and maintains or has maintained one or more defined
                     contribution plans (including any simplified employee
                     pension plan), which, during the five-year period ending on
                     the Determination Date, has or has had any account
                     balances, the Top-Heavy Ratio for any Required or
                     Permissive Aggregation Group, as applicable, is a fraction.
                     The numerator is the sum of the present values of accrued
                     benefits under the aggregate defined benefit plan or plans
                     for all Key Employees, determined in accordance with (i)
                     above, plus the sum of account balances under the aggregate
                     defined contribution plan or plans of all Key Employees as
                     of the Determination Date. The denominator is the sum of
                     the present values of all accrued benefits under the
                     aggregate defined benefit plan or plans for all
                     Participants and the sum of the account balances under the
                     aggregate defined contribution plan or plans for all
                     Participants, all determined in accordance with Section 416
                     of the Code and the regulations thereunder. Both the
                     numerator and the denominator include any part of any
                     accrued benefits or account balances distributed in the
                     five-year period ending on

                                       51
<PAGE>

                     the Determination Date. Effective January 1, 2002, both the
                     numerator and denominator shall include any part of any
                     accrued benefits or account balance distributed in the
                     one-year period ending on the Determination Date plus the
                     amount of any distribution made within the five-year period
                     ending on the Determination Date for reasons other than
                     separation from service, death or disability.

               (iii) For purposes of (i) and (ii) above, the value of account
                     balances and the present value of accrued benefits will be
                     determined as of the most recent Valuation Date that falls
                     within or ends with the 12-month period ending on the
                     Determination Date, except as provided in Section 416 of
                     the Code and the regulations thereunder for the first and
                     second plan years for a defined benefit plan. The account
                     balances and accrued benefits will be disregarded for a
                     Participant: (1) who is not a Key Employee but who was a
                     Key Employee in a prior year, or (2) who has not received
                     any compensation from any Employer maintaining the Plan at
                     any time during the five-year period (one-year period,
                     effective January 1, 2002) ending on the Determination
                     Date. The calculation of the Top-Heavy Ratio, and the
                     extent to which distributions, rollovers, and transfers are
                     taken into account will be made in accordance with Section
                     416 of the Code and the regulations thereunder. Deductible
                     employee contributions will not be taken into account for
                     computing the Top-Heavy Ratio. When aggregating plans, the
                     values of account balances and accrued benefits will be
                     calculated with reference to the Determination Dates that
                     fall within the same calendar year.

         13.03 MINIMUM CONTRIBUTION. For any Plan Year in which this Plan is
top-heavy, each Employee who is eligible to participate under Section 2.01, and
who is not eligible for participation under any defined benefit plan maintained
by his Employer shall have a contribution of three percent of Earnings credited
to his Accounts. Such contribution will be made with respect to any such
Employee irrespective of whether such Employee has performed or will perform
1,000 Hours of Service (or the equivalent) for such Plan Year or has made any
contributions to this Plan with respect to such Plan Year. Effective January 1,
2002, the minimum contribution shall include amounts contributed under Sections
4.01 and 4.02. Solely for any Plan Year beginning before January 1, 2000 in
which the top-heavy ratio for this Plan is 90% or more, such minimum
contribution shall be four percent of Earnings, and the 125% factor in Section
4.07 shall be reduced to 100%.

                                  ARTICLE XIV
                        EXERCISE OF SHAREHOLDER'S RIGHTS

         14.01 VOTING SHARES OF COMPANY STOCK.

         (a)   All shares of Company Stock held in the Trust Fund shall be voted
by the Trustee only in accordance with instructions from the Participants or
Beneficiaries, as set forth in this Section 14.01. For purposes of the actions
taken under this Section 14.01, Participants (or, where applicable the
Participant's Beneficiary or an Alternate Payee designated pursuant to a

                                       52
<PAGE>

Qualified Domestic Relations Order) shall be considered to be named fiduciaries
within the meaning of (and to the extent permitted under) Section 402(a) of
ERISA. Each Participant or Beneficiary shall be entitled to give voting
instructions with respect to (i) the shares of Company Stock allocated to his
Account, and (ii) a pro rata portion of the shares of Company Stock held in an
Unallocated Company Stock Account, in the proportion that the shares of Company
Stock allocated to his Account bear to the total shares of Company Stock
allocated to all Accounts. In the event that a Participant or Beneficiary fails
to direct the Trustee as to the exercise of such voting rights, the Trustee
shall vote such shares of Company Stock in the same proportion as the Trustee is
required to vote shares of Company Stock for which instructions have been
received, so that the same percentage of voting rights with respect to such
shares of Company Stock will be exercised for or against any proposal or nominee
submitted to shareholders as are exercised with respect to shares of Company
Stock for which instructions have been received. With respect to each occasion
for the exercise of such voting rights, the Trustee, through the Plan
Administrator, will notify each Participant or Beneficiary within a reasonable
time (not less than 30 days) before such rights are to be exercised. Such
notification will include all the information distributed to the Trustee
regarding the exercise of such rights.

         (b)   Not less than five business days before the date on which such
voting rights are to be exercised, each Participant or Beneficiary exercising
such rights shall inform the Trustee, in the form and manner prescribed by the
Plan Administrator, with respect to the manner in which such voting rights are
to be exercised. To the extent possible, the Trustee shall vote the combined
fractional shares of Company Stock allocated to the Accounts of Participants and
Beneficiaries to reflect the directions of the Participants to whom such
fractional shares of Company Stock are allocated.

         (c)   Neither the Board, the Trustee, the Plan Administrator nor any
designee of the Board may make any recommendation to the Participants or
Beneficiaries regarding the manner of exercising any voting rights, including
whether or not such rights should be exercised.

         14.02 RIGHTS OTHER THAN VOTING RIGHTS. Each Participant shall be
entitled to direct the Trustee, in the form and manner prescribed by the Plan
Administrator, with respect to the exercise of rights, other than voting rights,
attributable to his interest in the shares of Company Stock allocated to his
Accounts.

         14.03 PUBLIC OFFERS.

         (a)   Notwithstanding any provision of the Plan to the contrary, in the
event of a "tender offer" within the meaning ascribed to that term pursuant to
Section 14(d) of the Securities Exchange Act of 1934, for shares of Company
Stock by any person (other than the Company or any affiliate thereof), the
Trustee, through the Plan Administrator, shall promptly provide a copy of the
offer, and any other material or information concerning such offer, to each
Participant or Beneficiary (as appropriate). For purposes of the actions taken
under this Section 14.03, Participants (or, where applicable the Participant's
Beneficiary or an Alternate Payee designated pursuant to a Qualified Domestic
Relations Order) shall be considered to be "named fiduciaries" within the
meaning of (and to the extent permitted under) Section 402(a)(2) of ERISA.

                                       53
<PAGE>

         (b)   Each Participant or Beneficiary (as appropriate) shall be
entitled to give the Trustee instructions with respect to the tender of all, but
not less than all, shares of Company Stock allocated to his Account. Upon
receipt of instructions from a Participant or Beneficiary (as appropriate) to so
tender, the Trustee shall tender all such shares of Company Stock to the tender
offeror. In the event that a Participant or Beneficiary fails to direct the
Trustee as to whether to tender or to not tender shares of Company Stock, the
Trustee shall tender all or a part of such shares of Company Stock, the tendered
shares to be in the same proportion to the total number of shares of Company
Stock held in the Account of such non-directing Participant or Beneficiary as
the number of shares of Company Stock as to which the Trustee is required to
tender shares of Company Stock bears to the total number of shares of Company
Stock held in the Accounts of Participants and Beneficiaries as to which
instructions have been received. The Trustee shall also tender a pro rata
portion of the shares of Company Stock held in any Unallocated Company Stock
Account, the shares tendered to be in the same proportion that the number of
shares of Company Stock the Trustee is directed to tender from the Accounts of
Participants and Beneficiaries who direct the Trustee to tender or not to tender
such shares bears to the total number of shares of Company Stock allocated to
all Accounts of the Participants and Beneficiaries who so direct the Trustee.

         (c)   The solicitation and implementation of instructions from
Participants (and Beneficiaries) pursuant to this Section 14.03 shall, to the
best of the abilities of the Trustee, be carried out in such a manner as will,
for a reasonable time, preserve the "confidentiality" of the instructions given
by any particular Participant or Beneficiary within the meaning and intent of
that term as used in Section 203(a)(2) of the General Corporation Law of the
State of Delaware. In the event that instructions cannot otherwise be returned
to the Trustee in a timely fashion, the Company shall use its best efforts to
collect and tabulate such instructions in a manner that will assure a
confidential and timely tender by the Trustee.

         (d)   The proceeds received by the Trustee as a result of having
tendered shares of Company Stock shall be applied under the Plan as directed by
the Plan Administrator, in accordance with the following precepts. The Accounts
of Participants and Beneficiaries who directed the Trustee not to tender the
shares of Company Stock allocated to their respective Accounts shall continue to
be invested in shares of Company Stock, subject to any other investment
direction the Participant (or Beneficiary) may be entitled to give. The Accounts
of Participants and Beneficiaries who directed the Trustee to tender the shares
of Company Stock allocated to their respective Accounts shall receive the
proceeds of such tender allocable to the tendered shares of Company Stock from
such Account, which shall be invested at the direction of the Board or its
designee, as hereinafter provided subject to any other investment direction the
Participant (or Beneficiary) may be entitled to give. There shall be allocated
to the Accounts of Participants and Beneficiaries who gave no directions to the
Trustee with respect to the tender of shares of Company Stock, proceeds of the
tender allocable to the shares of Company Stock (if any) tendered from their
respective Accounts, and the shares of Company Stock and such proceeds shall be
invested in the same manner provided for in the preceding two sentences. Any
cash so received may be invested in short-term investments, pending the
Trustee's receipt of directions from the Board or its designee.

         (e)   The Trustee shall give advance notice of at least one full
business day to the Company before taking any action in response to such an
offer other than the actions described

                                       54
<PAGE>

above. The Trustee shall be entitled to reasonable compensation and
reimbursement for its out-of-pocket expenses for any extraordinary services
attributable to the duties and responsibilities described in this section.

                                   ARTICLE XV
                      SPECIAL LIMITATIONS ON CONTRIBUTIONS

         15.01 DEFINITIONS. For purposes of this Article XV, the following terms
shall have the meaning set forth hereafter:

         (a)   "Actual Deferral Percentage," for the Highly Compensated Employee
group and the non-Highly Compensated Employee group of all Employees eligible to
participate in the Plan shall be the average of the actual deferral ratios
("Actual Deferral Ratios"), calculated separately for each Employee in each
respective group, of:

               (i)   the amount of the Employee's Elective Deferrals and amounts
                     treated as his or her Elective Deferrals for a Plan Year
                     actually paid over to the Trust Fund as contributions on
                     behalf of such Employee for such Plan Year, to

               (ii)  Employee's compensation (within the meaning of Code section
                     414(s)) for such Plan Year.

In the case of an eligible Employee who makes no Elective Contributions, the
Actual Deferral Ratio that is to be included in determining the Actual Deferral
Percentage is zero.

         Only the Actual Deferral Ratios of eligible Employees will be taken
into account in calculating the Actual Deferral Percentage. For this purpose, an
eligible employee is any Employee who is directly or indirectly eligible to make
a cash or deferred election under the Plan for all or a portion of a Plan Year,
and includes: an Employee who would be a Plan Participant but for the failure to
make required contributions; an Employee whose eligibility to make Elective
Contributions has been suspended because of an election (other than certain
one-time elections) not to participate, a distribution or a loan; and an
Employee who cannot defer because of the Code section 415 limits on annual
additions described in Section 4.06.

         An Elective Contribution will be taken into account in calculating the
Actual Deferral Percentage for a Plan Year only if:

               (i)   it relates to compensation that either would have been
                     received by the Employee in the Plan Year (but for the
                     deferral election) or is attributable to services performed
                     by the Employee in the Plan Year and would have been
                     received by the Employee within 2 1/2 months after the
                     close of the Plan Year (but for the deferral election); and

               (ii)  it is allocated to the Employee as of a date within that
                     Plan Year. For this purpose, an Elective Contribution is
                     considered allocated as of a date within a Plan Year if the
                     allocation is not contingent on participation or
                     performance of services after such date and the Elective
                     Contribution is

                                       55
<PAGE>

                     actually paid to the Trust Fund no later than 12 months
                     after the Plan Year to which the contribution relates.

         The Employer may elect to take into account in computing the Actual
Deferral Percentage for all Employees Qualified Matching Contributions (other
than Matching Contributions which have been allocated to an ESOP Account) and
Qualified Nonelective Contributions, if the requirements of section
1.40(k)-1(b)(5) of the Treasury Regulations under the Code are satisfied.

         If Elective Deferrals are taken into account for purposes of the Actual
Contribution Percentage Test of paragraph (b) for any Plan Year, such
contributions shall not be taken into account under this paragraph (a) for such
year.

         (b)   "Actual Contribution Percentage" for the Highly Compensated
Employee and non-Highly Compensated Employee groups for a Plan Year shall be the
average of actual contribution ratios ("Actual Contribution Ratios") calculated
separately for each Employee in each respective group, of:

               (i)   the sum of the Matching Contributions, Employee
                     Contributions and Employer contributions to permit
                     investments in Company Stock as described in Section
                     5.01(a) paid under the Plan on behalf of such Employee for
                     a Plan Year, to

               (ii)  Employee's compensation (within the meaning of Code section
                     414(s)) for such Plan Year.

         As and to the extent permitted under Treasury Regulations, the Employer
may elect to take into account (in computing the Actual Contribution Percentage)
Elective Contributions and Qualified Nonelective Contributions under the Plan or
any other plan of the Employer if the conditions of section 1.401(m)-1(b)(5) of
the Treasury Regulations under the Code are satisfied.

         If Matching Contributions are taken into account for purposes of the
Actual Deferral Percentage Test of paragraph (a) for any Plan Year, such
contributions shall not be taken into account under this paragraph (b) for such
year.

         (c)   "Elective Contributions" are Employer contributions made to a
plan that were subject to an election under a cash or deferred arrangement
(whether or not a qualified cash or deferred arrangement). No amount that has
become currently available to an Employee or that is designated or treated, at
the time of deferral or contribution, as an after-tax Employee Contribution may
be treated as an Elective Contribution.

         (d)   "Elective Deferrals" means, with respect to any taxable year, the
sum of:

               (i)   any Employer contribution under a qualified cash of
                     deferred arrangement (as defined in Code Section 401(k) to
                     the extent not includible in a Participant's gross income
                     for the taxable year under Code Section 402(e)(3)
                     (determined without regard to the limits of Code Section
                     402(g)) other than a catch-up contribution under Code
                     Section 414(v),


                                       56
<PAGE>

               (ii)  any Employer contribution to the extent not includible in
                     gross income for the taxable year under Code Section
                     402(h)(1)(B) (determined without regard to the limits of
                     Code Section 402(g)),

               (iii) any Employer contribution to purchase an annuity contract
                     under Section 403(b) under a salary reduction agreement
                     (within the meaning of Code Section 3121(a)(5)(D)); unless
                     such contribution is made under a one-time irrevocable
                     election made by the Employee at the time of initial
                     eligibility to participate in the agreement or is made
                     pursuant to a similar arrangement involving a one-time
                     irrevocable election specified in the Treasury Regulations
                     under the Code, and

               (iv)  any Employee contribution designated as deductible under a
                     trust described in Code section 501(c)(18) to the extent
                     deductible from the individual's income for the taxable
                     year on account of Code Section 501(c)(18) (determined
                     without regard to the limits of Code Section 402(g)).

         (e)   "Employee Contributions" means any mandatory or voluntary
contribution to the Plan that is treated at the time of contribution as an
after-tax employee contribution and is allocated to a separate account to which
attributable earnings and losses are allocated.

         (f)   "Excess Aggregate Contributions" means, with respect to any Plan
Year, the excess of:

               (i)   the aggregate amount of the Matching Contributions and
                     Employee Contributions (and including any Qualified
                     Nonelective Contribution or Elective Deferral taken into
                     account in computing the Contribution Percentage, but
                     excluding Qualified Matching Contributions treated as
                     Elective Contributions under paragraph (a) of this Section
                     15.01) actually made on behalf of Highly Compensated
                     Employees for such Plan Year, over

               (ii)  the maximum amount of such contributions permitted under
                     the limitations of paragraph (a) of Section 15.04
                     (determined by reducing contributions made on behalf of
                     Highly Compensated Employees in order of their Actual
                     Contribution Ratios beginning with the highest of such
                     ratios).

         The amount of Excess Aggregate Contributions for a Plan Year shall be
determined only after first determining the Excess Contributions that are
treated as Employee Contributions due to Recharacterization under Section 15.05.

         The amount of excess Aggregate Contributions for a Highly Compensated
Employee under a plan subject to the requirements of section 401(m) will be
determined in the following manner. First, the Actual Contribution Ratio of the
Highly Compensated Employee with the highest Actual Contribution Ratio is
reduced to the extent necessary to satisfy the Contribution Percentage Test or
cause such ratio to equal the Actual Contribution Ratio of the Highly

                                       57
<PAGE>

Compensated Employee with the next highest ratio. Second, this process is
repeated until the Contribution Percentage Test is satisfied. The amount of
Excess Aggregate Contributions for a Highly Compensated Employee is then equal
to the total of Employee, Matching and other Contributions taken into account
for the Contribution Percentage Test minus the product of the Employee's
contribution ratio as determined above and the Employee's compensation.

         (g)   "Excess Contributions" means, with respect to any Plan Year, the
excess of:

               (i)   the aggregate amount of Elective Contributions, (including
                     Qualified Nonelective Contributions and Qualified Matching
                     Contributions that are treated as Elective Contributions,
                     actually paid over to the Trust Fund on behalf of Highly
                     Compensated Employees for such Plan Year, over

               (ii)  the maximum amount of such contributions permitted under
                     the limitations of paragraph (a) of Section 15.03
                     (determined by reducing contributions made on behalf of
                     Highly Compensated Employees in order of the Actual
                     Deferral Ratios beginning with the highest of such ratios).

         The amount of Excess Contributions for a Highly Compensated Employee
will be determined in the following manner. First, the Actual Deferral Ratio of
the Highly Compensated Employee with the highest Actual Deferral Ratio is
reduced to the extent necessary to satisfy the Actual Deferral Percentage Test
or cause such ratio to equal the Actual Deferral Ratio of the Highly Compensated
Employee with the next highest ratio. Second, the process is repeated until the
Actual Deferral Percentage Test is satisfied. The amount of Excess Contributions
for a Highly Compensated Employee is equal to the total of Elective and other
contributions taken into account for the Actual Deferral Percentage Test minus
the product of the Employee's reduced deferral ratio as determined above and the
Employee's compensation.

         (h)   "Excess Deferral" means the Elective Deferrals of any individual
for any taxable year to the extent the amount of such deferrals for the taxable
year exceeds the limit in Section 15.02, but excluding amounts described in
section 1105(c)(5) of the Tax Reform Act of 1986.

         (i)   Highly Compensated Employee. Highly Compensated Employee means an
Employee who performed services during the determination year for the Employer
and who:

               (i)   is a five percent owner (as defined in Code Section
                     416(i)(1)(A)(iii)) at any time during the determination
                     year or the look-back year; or

               (ii)  received compensation in excess of $80,000 (indexed in
                     accordance with Code Section 415(d)) for the look-back
                     year, and if the Employer so elects, was a member of the
                     top-paid group during the look-back year.

For purposes of this definition: (a) the "determination year" is the Plan Year
for which the identification of Highly Compensated Employees is being made; (b)
the "look-back year" is the preceding Plan Year, (c) the "top-paid group" means
the top 20 percent of Employees ranked on the basis of compensation received
during the year; and (d) "compensation" is compensation within the meaning of
Section 4.06.

                                       58
<PAGE>

         Notwithstanding the foregoing, the determination of which Employees are
Highly Compensated Employees shall at all times be subject to the rules of Code
Section 414(q). A former Employee shall be treated as a Highly Compensated
Employee if he was a Highly Compensated Employee upon separation or was a Highly
Compensated Employee at any time after attaining age 55.

         (j)   "Matching Contribution" means:

               (i)   any Employer contribution (including a contribution made at
                     the Employer's discretion) made to the Plan on behalf of an
                     Employee on account of the Employee Contribution made by
                     such Employee,

               (ii)  any Employer contribution (including a contribution made at
                     the Employer's discretion) made to the Plan on behalf of an
                     Employee on account of the Employee's Elective
                     Contribution, and

               (iii) any Forfeiture allocated on the basis of Employee
                     Contributions, Matching Contributions or Elective
                     Contributions.

         (k)   "Nonelective Contributions" means Employer Contributions (other
than Matching Contributions) with respect to which the Employee may not elect to
have the contributions paid to the Employee in cash or other benefits instead of
being contributed to the Plan.

         (l)   "Qualified Matching Contributions" means Matching Contributions
which satisfy the requirements of subparagraph (ii) of the definition of
Qualified Nonelective Contributions.

         (m)   "Qualified Nonelective Contributions" means any Employer
contribution (other than a Matching Contribution or Elective Contribution) with
respect to which:

               (i)   the Employee may not elect to receive the contribution paid
                     to the Employee in cash instead of being contributed to the
                     Plan, and

               (ii)  only if such contributions are nonforfeitable when made and
                     distributable only under the following circumstances:

                     (A)  The Employee's retirement, death, disability or
                          separation from service;

                     (B)  The termination of the Plan without establishment or
                          maintenance of another defined contribution plan
                          (other than an ESOP or SEP);

                     (C)  The Employee's attainment of age 59 1/2or the
                          Employee's hardship;

                     (D)  The sale or other disposition by the Employer to an
                          unrelated corporation of substantially all of the
                          assets used in the trade or business to which the Plan
                          relates, but only with respect to Employees who
                          continue employment with the acquiring


                                       59
<PAGE>

                          corporation which does not maintain the Plan after the
                          disposition; and,

                     (E)  The sale or other disposition by the Employer of its
                          interest in a subsidiary to an unrelated entity, but
                          only with respect to Employees who continue employment
                          with the subsidiary, the acquiring entity of which
                          does not maintain the Plan after the disposition.
                          Clauses (B) and (D) of this subparagraph (ii) apply
                          only if the Employer, as the transferor corporation,
                          continues to maintain the Plan. Nonelective
                          Contributions which may be treated as Matching
                          Contributions must satisfy these requirements without
                          regard to whether they are actually taken into account
                          as Matching Contributions.

         15.02 DETERMINATION AND TREATMENT OF EXCESS DEFERRALS.

         (a)   The amount of Elective Deferrals for a Participant for his
taxable year shall be limited to $9,500 ($11,000, effective January 1, 2002) or
such other applicable amount pursuant to the provisions of Sections 402(g) of
the Code. Any Excess Deferral shall be distributed to the Participant in
accordance with paragraph (b).

         (b)   To the extent the Participant has made Elective Deferrals to the
Plan in excess of the amount set forth in subsection (a), such Excess deferrals
shall be distributed to him no later than the 15th day of April following the
end of the taxable year during which such Elective Deferrals are made. If, for a
taxable year, a Participant makes Elective Deferrals to this Plan and to any
other plan or arrangement, he may allocate the amount of any Excess Deferrals
for such taxable year among such plans. No later than the first day of March
following the close of the taxable year during which the Excess Deferrals are
made, the Participant shall notify the Plan Administrator in writing of the
amount of the Excess Deferrals allocated to this Plan. Such amount shall then be
distributed (including income thereon) to the Participant no later than the
following April 15th.

         15.03 COMPUTATION OF ACTUAL DEFERRAL PERCENTAGE.

         (a)   The Actual Deferral Percentage for all Highly Compensated
Employees for the Plan Year shall not exceed the greater of:

               (i)   125% of the Actual Deferral Percentage for all non-Highly
                     Compensated Employees, or

               (ii)  The lesser of (i) two times the Actual Deferral Percentage
                     for all non-Highly Compensated Employees or (ii) the Actual
                     Deferral Percentage for all non-Highly Compensated
                     Employees plus two percentage points.

The Actual Deferral Percentage for non-Highly Compensated Employees shall be
determined on the basis of the preceding Plan Year (except that for Plan Years
beginning before January 1, 1999, the Actual Deferral Percentage for all
non-Highly Compensated Employees shall be based on the current Plan Year),
unless the Company elects to make such determinations on the basis

                                       60
<PAGE>

of the current Plan Year. Any such election shall be irrevocable with respect to
all Plan Years, except as otherwise permitted by the Secretary of the Treasury
by issued determination, ruling or regulation.

         (b)   For purposes of applying the provisions of this Section, all
Elective Contributions that are made under two or more plans that are aggregated
for purposes of Code Section 401(a)(4) or 410(b) (other than Code Section
410(b)(2)(A)(ii)) are to be treated as made under a single plan. If two or more
plans are permissively aggregated for purposes of Code Section 401(k), the
aggregated plans must also satisfy Code Sections 401(1)(4) and 410(b) as though
they were a single plan.

         (c)   For purposes of applying the provisions of subsection (a) hereof,
the Actual Deferral Percentage taken into account for any Highly Compensated
Employee who is a Participant in two or more cash or deferred arrangements of
the Employer shall be the sum of the Actual Deferral Percentages for such Highly
Compensated Employee under each of such arrangements divided by the
Participant's compensation from the Employer and the Affiliated Companies.

         (d)   Except to the extent provided in regulations or rules provided by
the Secretary of the Treasury, notwithstanding the distribution of any portion
of an Excess Deferral under Section 15.02 hereof, such portion shall for
purposes of applying this Section 15.03 be treated as an Employer Contribution.

         15.04 LIMITATION ON ACTUAL CONTRIBUTION PERCENTAGE.

         (a)   The Actual Contribution Percentage for all Highly Compensated
Employees for the Plan Year shall not exceed the greater of:

               (1)   125% of the Actual Contribution Percentage for all
                     non-Highly Compensated Employees, or

               (2)   The lesser of (i) two times the Actual Contribution
                     Percentage for all non-Highly Compensated Employees or (ii)
                     the Actual Contribution Percentage for all non-Highly
                     Compensated Employees for the preceding Plan Year plus two
                     percentage points.

The Actual Contribution Percentage for non-Highly Compensated Employees shall be
determined on the basis of the preceding Plan Year (except that for Plan Years
beginning before January 1, 1999, the Actual Contribution Percentage for all
non-Highly Compensated Employees shall be based on the current Plan Year),
unless the Company elects to make such determinations on the basis of the
current Plan Year. Any such election shall be irrevocable with respect to all
Plan Years, except as otherwise permitted by the Secretary of the Treasury by
issued determination, ruling or regulation.

         (b)   If two or more plans of the Employer to which Matching
Contributions, Employee Contributions or Elective Deferrals are made are treated
as one plan for purposes of Section 410(b) of the Code, such plans shall be
treated as one plan, and if a Highly Compensated

                                       61
<PAGE>

Employee participates in two or more plans of the Employer to which such
contributions are made, all such contributions shall be aggregated.

         (c)   Any Employee who is eligible to make an Employee Contribution
(or, if the Employer takes elective contributions into account, elective
contributions) or to receive a Matching Contribution shall be considered an
eligible employee. In addition, if an Employee Contribution is required as a
condition of participation in the Plan, any employee who would be a Participant
in the Plan if such employee made a contribution shall be treated as an eligible
employee on behalf of whom no Employer Contributions are made.

         (d)   For purposes of computing the Contribution Percentages, the
Employer may elect to take into account Elective Deferrals and/or Qualified
Nonelective Contributions allocated to a Participant's Account under the Plan or
any other plan it sponsors if the conditions described in Section
1.401(m)-1(b)(5) of the Treasury Regulations are satisfied.

         15.05 EXCESS CONTRIBUTIONS AND EXCESS AGGREGATE CONTRIBUTIONS.

         (a)   The Plan shall be treated as satisfying the requirements of
Sections 15.03(a) and 15.04(a) for any Plan Year if, before the close of the
following Plan Year:

               (i)   the amount of the Excess Contributions and Excess Aggregate
                     Contributions for such Plan Year (and any income allocable
                     thereto) is distributed to the Participant in accordance
                     with paragraph (c);

               (ii)  in the case of Excess Contributions, to the extent provided
                     by regulation issued by the Secretary of the Treasury, an
                     Employee elects to recharacterize such Excess Deferral as
                     distributed and recontributed by the Employee to the Plan
                     as a Non-Pre-Tax Contribution, or

               (iii) in the case of Excess Aggregate Contributions, to the
                     extent such Contributions are forfeitable, are forfeited.

         (b)   The amount of Excess Contributions to be distributed or
recharacterized (as described above) shall be reduced by Excess Deferrals
previously distributed for the taxable year ending in the same Plan Year and
Excess Deferrals to be distributed for a taxable year will be reduced by Excess
Contributions previously distributed or recharacterized for the Plan Year
beginning in such taxable year.

         (c)   Excess Contributions and Excess Aggregate Contributions shall be
distributed in accordance with the following procedure:

               (i)   The dollar amount of Excess Contributions for each affected
                     Highly Compensated Employee shall be calculated as
                     described in Section 15.01(g);

               (ii)  The total dollar amount of all Excess Contributions for all
                     affected Highly Compensated Employees shall be determined.

                                       62
<PAGE>

               (iii) The Pre-Tax Contributions (Basic and Supplemental) of the
                     Highly Compensated Employee with the highest dollar amount
                     of Pre-Tax Contributions for the Plan Year shall be reduced
                     by the amount required to cause that Highly Compensated
                     Employee's Pre-Tax Contributions to equal the dollar amount
                     of Pre-Tax Contributions of the Highly Compensated Employee
                     with the next highest dollar amount of Pre-Tax
                     Contributions. This amount is then distributed to the
                     Highly Compensated Employee with the highest dollar amount.
                     However, if a lesser reduction, when added to the total
                     dollar amount already distributed under this step, would
                     equal the total Excess Contributions, the lesser reduction
                     amount shall be distributed.

               (iv)  If the total dollar amount distributed is less than the
                     total Excess Contributions for the Plan Year for all
                     affected Highly Compensated Employees, step (iii) is
                     repeated until the total dollar amount distributed equals
                     the total Excess Contributions for the Plan Year.

               (v)   Parallel steps taken in subsections (i) through (iv) for
                     Excess Contributions shall be taken to distribute any
                     Excess Aggregate Contributions determined in accordance
                     with Section 15.01(f) under the Plan for a Plan Year.

         (d)   The distribution of Excess Contributions and/or Excess Aggregate
Contributions will include the income allocable thereto. The income allocable to
Excess Contributions and/or Excess Aggregate Contributions includes income for
the Plan Year for which the Excess Contributions and/or Excess Aggregate
Contributions were made. Income allocable to an Employee's Excess Contributions
shall be determined by multiplying the income for the Plan Year allocable to
Elective Contributions and amounts treated as Elective Contributions (for
purposes of this paragraph only, the "Effective Elective Contributions") by a
fraction, the numerator of which is the Employee's Excess Contributions for the
Plan Year and the denominator of which is the sum of (i) the Employee's total
account balance attributable to Effective Elective Contributions as of the
beginning of the Plan Year; plus (ii) the Employee's Effective Elective
Contributions for the Plan Year. Income allocable to an Employee's Excess
Aggregate Contributions shall be determined by multiplying the income for the
Plan Year allocable to Matching Contributions and Employee Contributions and any
qualified Nonelective Contributions or Elective Deferral taken into account in
computing the Contribution Percentage, but excluding Qualified Matching
Contributions treated as Elective Contributions (together, for purposes of this
paragraph only, the "Effective Matching/Employee Contributions") by a fraction,
the numerator of which who is the Employee's Excess Aggregate Contributions for
the Plan Year and the denominator of which who is the sum of (i) the Employee's
total account balance attributable to Effective Matching/Employee Contributions
as of the beginning of the Plan Year; plus (ii) the Employee's Effective
Matching/Employee Contributions for the Plan Year.

         (e)   If Excess Contributions distributed or recharacterized (under
paragraph (a)) are contributions in respect of which Matching Contributions have
been made by the Employer, such Matching Contributions and income allocable
thereto shall be forfeited and applied to reduce

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<PAGE>

Employer contributions in the Plan Years following the Plan Year in which such
forfeited Matching Contributions were made.

         (f)   Excess Contributions must be corrected by the close of the Plan
Year following the Plan Year for which they were made.

         (g)   Recharacterized Excess Contributions will remain subject to the
nonforfeitability requirements and distribution limitations that apply to
elective contributions.

         15.06 CORRECTION OF MULTIPLE USE OF ALTERNATIVE LIMITATION. In addition
to the foregoing limitations, if the Actual Deferral Percentage for Highly
Compensated Employees exceeds 15.03(a)(i), the Actual Contribution Percentage
for Highly Compensated Employees exceeds 15.04(a)(i) and the sum of those two
percentages exceeds the limit described in section 1.401(m)-2(b)(3) of the
Regulations, the Employer will reduce the actual deferral percentage of the
Highly Compensated Employees in the manner described in Treasury Regulation
Section 1.401(k)-1(f)(2) as provided in Treasury Regulation Section
1.401(m)-2(c)(3). This Section 15.06 shall apply only with respect to Plan Years
ending before January 1, 2002.

                                  ARTICLE XVI
                     ESOP INVESTMENTS AND ACQUISITION LOANS

         16.01 INVESTMENT OF CERTAIN EMPLOYER CONTRIBUTIONS.

         (a)   The Trustee will maintain the Company Stock Fund as an employee
stock ownership plan as defined in Section 4975(e)(7) of the Code (the "ESOP").
The Trustee will invest all cash contributions made pursuant to Section 4.01,
such, if any, of the contributions made under Section 4.02 which were designated
by the Employer when made as ESOP Contributions, and all amounts directed by the
Participant to be invested in the Company Stock Fund in accordance with Section
6.02(d), together with cash dividends thereon and any other form of cash income,
primarily in shares of Company Stock in accordance with the investment
objectives and guidelines promulgated pursuant to Article IX of the Plan.

         (b)   The Trustee shall retain in the ESOP all shares of Company Stock
contributed to it for distribution or transfer as provided herein. The Trustee
is authorized to invest in and hold up to 100% of the ESOP in shares of Company
Stock. The Trustee may retain some part of the ESOP in other forms of
investment, or in cash, and may sell shares of Company Stock as the Trustee
determines, to meet administrative requirements of the Plan. The Trustee may
purchase shares of Company Stock from or sell shares of Company Stock to the
Company or from or to any other source, and such shares of Company Stock may be
outstanding, newly issued, or Treasury securities.

         16.02 VALUATION OF SHARES OF COMPANY STOCK.

         (a)   On any Valuation Date on which it is necessary or desirable to
value shares of Company Stock, all shares of Company Stock shall be valued at
their fair market value. All valuations of shares of Company Stock must be made
in good faith and based on all relevant factors for determining their fair
market value. So long as the shares of Company Stock are listed and traded on
the New York Stock Exchange (or other national stock exchange), the

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<PAGE>

determination of fair market value shall be made by reference to the price of
shares of Company Stock on such exchange (and, unless otherwise required by law
or other applicable provision, shall be based on the closing price on such
exchange on the preceding trading day). If the Common Stock ceases to be listed
on a national exchange, a determination of fair market value independently
arrived at by a person who customarily makes such appraisals and who is
independent of any party to a transaction involving this Plan shall be deemed a
good faith determination of value whenever the transaction does not involve a
"disqualified person" as such term is defined in Code Section 4975(e)(2).

         (b)   For purposes of a transaction between the Plan and a
"disqualified person," the valuation must be determined as of the date of the
transaction.

         16.03 ACQUISITION LOANS.

         (a)   The Board or its designee may direct the Trustee to incur
Acquisition Loans from time to time to finance the acquisition of Financed
Shares for the Plan or to repay a prior Acquisition Loan. Acquisition Loans may
be made from persons determined to be "disqualified persons" within the meaning
of Section 4975(e)(2) of the Code or guaranteed by such "disqualified persons"
provided such loan or loans satisfy all of the requirements of an exempt loan
described in Section 4975(d)(3) of the Code and Section 408(b)(3) of ERISA, and
any regulations issued thereunder.

         (b)   Repayments of principal and interest on any Acquisition Loan
shall be made by the Trustee (as directed by the Plan Administrator) (i) only
from Employer Contributions, (ii) from earnings attributable to such Employer
Contributions, (iii) from Financed Shares (whether pledged to secure such loan
or not) remaining in the Unallocated Company Stock Account or the proceeds of a
sale or other disposition thereof, (iv) from loan proceeds not yet applied to
the purchase of shares of Common Stock (and any earnings attributable thereto),
and (v) (as provided in Section 16.04) from any cash dividends received by the
trust on Financed Shares. The Employer shall contribute to the Plan in any Plan
Year in which there exists an outstanding balance on an Acquisition Loan, an
amount sufficient to pay the principal and interest payments thereon which come
due during such Plan Year.

         16.04 DIVIDENDS USED IN REPAYMENT OF ACQUISITION LOAN. The Plan
Administrator may in its discretion direct the Trustee to use any cash dividends
paid on Financed Shares (and, subject to the provisions of Section 6.02 of the
Plan, dividends paid on shares of Company Stock held in ESOP Accounts of
Participants) to pay any currently maturing obligation under an Acquisition
Loan.

         16.05 UNALLOCATED COMPANY STOCK ACCOUNT. All Financed Shares shall be
added to and maintained in an Unallocated Company Stock Account whether or not
they are encumbered under the terms of the Acquisition Loan. A separate
Unallocated Company Stock Account shall be maintained for each Acquisition Loan.
The Unallocated Company Stock Account shall be deemed an asset of this Plan.

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<PAGE>

         16.06 RELEASE OF SHARES OF COMPANY STOCK.

         (a)   As of the Valuation Date (i) at the end of each month for
Matching Contributions made under Section 4.01 and (ii) at the end of each
calendar quarter for Additional Matching Contributions, if any, made under
Section 4.02(a), Financed Shares will be withdrawn from the Unallocated Company
Stock Account and allocated to Participants' Accounts in accordance with the
provisions of Sections 4.01, 4.02 and 4.04. For each month or Plan Year, as
applicable (a "Release Period") the number of Financed Shares withdrawn from the
Unallocated Company Stock Account shall be released as follows:

               (i)   If the Acquisition Loan provides for payments of principal
                     and interest at a cumulative rate that is not less rapid at
                     any time than level annual payments of such amounts for ten
                     years, and

               (ii)  Interest included in any payment is disregarded (in
                     determining the portion of such payment constituting
                     principal) only to the extent that it would be determined
                     to be interest under standard loan amortization tables,

then the number of shares released from the Unallocated Company Stock Account
shall bear the same ratio to the number of shares attributable to the
Acquisition Loan that are then in the Unallocated Company Stock Account (prior
to the release) as (1) the principal payments on the Acquisition Loan in the
Release Period ending with such Valuation Date bear to (2) the Release Period's
principal payments described in (1), plus the total remaining principal payments
required (or projected to be required on the basis of the interest rate on the
Acquisition Loan in effect at the end of the Release Period) to satisfy the
Acquisition Loan.

         If the Acquisition Loan does not meet the requirements of the preceding
sentence, or if, at any time, by reason of a renewal, extension or refinancing,
the sum of the expired duration of the Acquisition Loan, the renewal period, the
extension period and the duration of a new Acquisition Loan exceeds 10 years,
then the number of shares released shall be determined in accordance with
Paragraph (c) of this Section 16.06.

         (b)   Unless Section 16.06(a) applies, the number of shares released
from the Unallocated Company Stock Account shall bear the same ratio to the
number of shares attributable to the Acquisition Loan that are then in the
Unallocated Company Stock Account (prior to the release) as (i) the principal
and interest payments made on the Acquisition Loan in the Release Period ending
with such Valuation Date bear to (ii) the Release Period's payments described in
(i), plus the total remaining principal and interest payments required (or
projected to be required on the basis of the interest rate on the Acquisition
Loan in effect at the end of such Release Period) to satisfy the Acquisition
Loan.

         (c)   For purposes of this Section, each Acquisition Loan, the purchase
of shares of Company Stock in connection with it, and any stock dividends on
such shares of Company Stock shall be considered separately.


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<PAGE>

         16.07 ALLOCATION OF PROCEEDS OF SALE OR OTHER DISPOSITION.

         (a)   If in connection with a Change in Control of the Company (as
defined in Section 18.03) the Trustee sells or otherwise disposes of Financed
Shares held in the Unallocated Company Stock Account in a transaction which
results in the Trustee's receipt of cash or consideration other than shares of
Company Stock (or securities which are for all Plan purposes substituted for
shares of Company Stock), the proceeds of such sale or other disposition shall
be used first to pay so much of the unpaid principal (and interest due thereon)
of the Acquisition Loan pursuant to which such Financed Shares were acquired as
shall be necessary to obtain the release from the Unallocated Company Stock
Account of each such shares sold by the Trustee.

         (b)   If the proceeds per share of Company Stock received by the
Trustee under paragraph (a) exceed the amount required to be paid to obtain the
release of one share of Company Stock from the Unallocated Company Stock
Account, the amount of such excess per share (the "Excess Proceeds") shall
(whether obtained or retained by the Trustee in the form of cash, released
Financed Shares or other property), to the greatest extent permissible by law,
be deemed to be Plan income, which shall be allocable to the Accounts of those
Participants in the Plan for whom one or more Accounts are maintained pursuant
to the Plan at the time of the Change in Control and who, as of the date the
Change in Control occurs, have Earnings for the Plan Year in which such
allocation is made ("Eligible Participants").

         Such allocation shall be made as of the Valuation Date next following
the date of the Change in Control of the Company. The allocation of Excess
Proceeds to the Account of each Eligible Participant shall be made pro rata on
the basis of each Eligible Participant's Earnings for that portion of the Plan
Year in which such allocation is made compared to the total Earnings of all
Eligible Participants for the same portion of the Plan Year.

                                  ARTICLE XVII
                              LOAN TO PARTICIPANTS

         17.01 ELIGIBILITY. Any Participant may apply for a loan from the Plan
in lieu of a withdrawal. To obtain a loan, a Participant must submit an
application for approval pursuant to such written, telephonic or other
electronic communication as may be prescribed by the Plan Administrator. A
Participant may have only one Plan loan outstanding at any time.

         17.02 AMOUNT OF LOAN. A Participant may borrow from his Accounts (other
than Accounts from which transfer is restricted under Section 5.04), provided
that the loan:

               (i)   must be at least $1,000 and

               (ii)  shall not exceed the lesser of (1) $50,000, reduced by the
                     excess of the highest outstanding balance of loans from the
                     Plan during the one-year period ending on the day before
                     the date the loan is made over the outstanding balance of
                     the loans from the Plan on the date the loan is made, or
                     (2) 50% of the Participant's vested Accounts under the
                     Plan.

         17.03 TERMS AND CONDITIONS. In addition to such rules and regulations
as the Plan Administrator may adopt, all loans shall comply with the following
terms and conditions:

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<PAGE>

         (a)   The Participant shall execute a promissory note and assign to the
Plan his rights to his Accounts to the extent necessary to pay off the loan in
the event of default.

         (b)   The term for repaying the loan shall be at least 12 months but
not more than five years; provided that a loan used to acquire any dwelling unit
which, within a reasonable time, is to be used (determined at the time the loans
is made) as a principal residence of the Participant shall provide for periodic
repayment over a reasonable period of time that may not exceed 15 years.

         (c)   Loan disbursements shall be made from the Participant's
Investment Funds in proportion to his vested balance in the Investment Funds
(omitting that portion of the Company Stock Fund excluded under the provisions
of Section 17.02). A loan shall be considered to be an investment of the
Participant's interest in the Plan which has been directed by the Participant,
and the evidence of debt shall be held as an asset for the borrowing
Participant. Repayments of principal and interest shall be invested in
accordance with the Participant's then-current investment election.

         (d)   The loan shall bear interest at a reasonable rate as determined
by the Plan Administrator. The Plan Administrator shall not discriminate among
Participants in the matter of interest rates, but loans granted at different
times may have different interest rates if, in the opinion of the Plan
Administrator, the difference in rates is justified by economic conditions.

         (e)   A Participant shall repay his loan:

               (i)   by payroll deductions that will amortize the loan in level
                     payments over its term, or

               (ii)  in full, at any time, by a single sum cash payment (which
                     may be obtained through a withdrawal from the Plan used in
                     whole or in part for such repayment).

         If a Participant is absent from work with less than full compensation,
payroll deductions will continue as long as his pay is sufficient to cover the
amounts due under the terms of the loan. If the Participant's compensation is
insufficient to cover the regular payments due, the Participant shall make
arrangements with the Plan Administrator for repaying principal and interest on
the loan, including suspension of the loan for a period of up to 12 months.

         (f)   A Participant will be deemed to have defaulted on his loan upon
the earlier of:

               (i)   separation from service due to retirement, death, total and
                     permanent disability, layoff or any other reason; or

               (ii)  failure to make a loan repayment when due (including any
                     applicable grace period permitted by law and applied by the
                     Plan Administrator on a uniform and nondiscriminatory
                     basis).

         (g)   Upon default, the Plan Administrator may taken any action
permitted by law and consistent with the provisions of the Plan and its
continued qualification to collect the balance

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<PAGE>

due on the loan (or see to the application of collateral to the payment
thereof). No amount shall be distributed to a Participant in default on an
outstanding loan until the loan is repaid in full. If the amount of any such
distribution is insufficient to repay the loan, the Participant or his
Beneficiary shall be liable for repaying any amount still outstanding.

         (h)   Nothing in this Article XVII shall preclude the Plan
Administrator from declaring a moratorium on the approval of loans or from
amending this Article XVII, subject to applicable regulations issued by the
Internal Revenue Service.

                                 ARTICLE XVIII
                          CHANGE IN CONTROL PROVISIONS

         18.01 GENERAL. In the event of a Change in Control, as hereinafter
defined, the provisions of this Article XVIII shall supersede any conflicting
provisions in the Plan.

         18.02 FULL VESTING. Anything in this Plan to the contrary
notwithstanding, upon and following a Change in Control the Employer
Contribution Account (both ESOP and non-ESOP) of Participants in the Plan who
are Employees of the Employer as of the date of Change in Control shall be 100%
vested.

         18.03 DEFINITIONS. The following definitions apply for purposes of this
Article XVIII:

         (a)   A "Change in Control" shall be deemed to have occurred upon:

               (i)   The date that any Person is or becomes an Acquiring Person.

               (ii)  The date that the Company's shareholders approve a merger,
                     consolidation or reorganization of the Company with another
                     corporation or other Person, unless, immediately following
                     such merger, consolidation or reorganization (A) at least
                     50% of the combined voting power of the outstanding
                     securities of the resulting entity would be held in the
                     aggregate by the shareholders of the Company as of such
                     record date for such approval (provided that securities
                     held by any individual or entity that is an Acquiring
                     Person, or who would be an Acquiring Person if 5% were
                     substituted for 20% in the definition of such term, shall
                     not be counted as securities held by the shareholders of
                     the Company, but shall be counted as outstanding securities
                     for purposes of this determination), or (B) at least 50% of
                     the Board of Directors or similar body of the resulting
                     entity are Continuing Directors.

               (iii) The date the Company sells or otherwise transfers all or
                     substantially all of its assets to another corporation or
                     other Person, unless, immediately after such sale or
                     transfer, (A) at least 50% of the combined voting power of
                     the then outstanding securities of the resulting entity
                     immediately following such transaction is held in the
                     aggregate by Company's shareholders as determined
                     immediately prior to such transaction (provided that
                     securities held by any individual or entity that is an
                     Acquiring Person, or who would be an Acquiring Person if 5%
                     were substituted for 20% in the definition of

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<PAGE>

                     such term, shall not be counted as securities held by the
                     shareholders of the Company, but shall be counted as
                     outstanding securities for purposes of this determination),
                     or (B) at least 50% of the Board of Directors or similar
                     body of the resulting entity are Continuing Directors.

               (iv)  The date on which less than two-thirds (50% effective
                     February 26, 1999) of the total membership of the Board
                     consists of Continuing Directors.

         (b)   "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934.

         (c)   "Acquiring Person" means the Beneficial Owner, directly or
indirectly, of Common Stock representing 20% or more of the common voting power
of the Company's then outstanding securities, not including (except as provided
in clause (i) of the next sentence) securities of such Beneficial Owner acquired
pursuant to an agreement allowing the acquisition of up to and including 50% of
such voting power approved by two-thirds of the members of the Board who are
Board members before the Person becomes a Beneficial Owner, directly or
indirectly, of Common Stock representing 5% or more of the combined voting power
of the Company's then outstanding securities. Notwithstanding the foregoing, (i)
securities acquired pursuant to an agreement described in the preceding sentence
will be included in determining whether a Beneficial Owner acquires 5% or more
of such voting power other than pursuant to such an agreement so approved and
(ii) a Person shall not be an Acquiring Person if such Person is eligible to and
files a Schedule 13G with respect to such Person's status as a Beneficial Owner
of all Common Stock of the Company of which the Person is a Beneficial Owner.

         (d)   A "Beneficial Owner" of Common Stock means (A) a Person who
beneficially owns such Common Stock, directly or indirectly, or (B) a Person who
has the right to acquire such Common Stock (whether such right is exercisable
immediately or only with the passage of time) pursuant to any agreement,
arrangement or understanding (whether or not in writing) or upon the exercise of
conversion rights, exchange rights, warrants, options or otherwise.

         (e)   "Continuing Directors" means any member of the Board who (A) was
a member of the Board prior to the date of the event that would constitute a
Change in Control, and any successor of a Continuing Director while such
successor is a member of the Board, (B) is not an Acquiring Person or an
Affiliate or Associate of an Acquiring Person, and (C) is recommended or elected
to succeed the Continuing Director by a majority of the Continuing Directors.

         (f)   "Person" means any individual, firm, corporation, partnership,
trust or other entity.

         18.04 ALLOCATIONS. Notwithstanding Section 4.02, in the event of a
Change in Control, allocations of Company Stock required to be allocated to
Participants' Accounts by reason of the release of the shares from the
Unallocated Company Stock Account upon payment of principal and/or interest on
an Acquisition Loan pursuant to Section 4.02 shall be made only to the Accounts
of Participants who were participating in the Plan prior to the date of the
Change in

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<PAGE>

Control, and shall not be made in individuals who begin participation in the
Plan after the date of the Change in Control.

         18.05 AMENDMENT. This Article XVIII of the Plan shall not be amended
upon or following a Change in Control in any manner that might have the effect
of reducing the vested portion of Participants' Accounts under the Plan. Nothing
in this Section 18.04 shall be construed to prohibit, prior to a Change in
Control, any amendment to the Plan, including this Article XVIII, or any
termination of the Plan pursuant to its terms.

                                  ARTICLE XIX
                        FORMER NUWAY PAPER LLC EMPLOYEES

         Notwithstanding any other provision in the Plan, this Article shall
apply to former employees of Nuway Paper LLC who have become employees of
Bowater Nuway Incorporated ("Bowater Nuway") for purposes of determining their
eligibility, participation and employer contributions to the Plan.

         19.01 ELIGIBILITY AND PARTICIPATION. Each employee of Bowater Nuway who
was a participant in the Bowater Incorporated/Coated Papers and Pulp Division
Hourly Employees' Savings Plan (the "Coated Paper Plan") shall immediately
become an Active Participant in the Plan as of January 1, 2001. Effective as of
January 1, 2001, any employee of Bowater Nuway who was not a participant in the
Coated Paper Plan must first satisfy the eligibility requirements of Article II
to begin participation in the Plan.

         19.02 PARTICIPANT CONTRIBUTIONS. Notwithstanding the provisions of
Sections 3.01, 3.02, 3.03, 3.04, and 3.06 to the contrary, for Plan Years ending
before January 1, 2002, an Employee who becomes an Active Participant under this
Article may elect to contribute up to 20% of his Earnings. The first six percent
of such contribution shall consist of Basic Post-Tax Contributions and/or Basic
Pre-Tax Contributions, as elected by the Participant under Article III.
Contributions in excess of six percent, shall be credited as Supplemental
Post-Tax Contributions and/or Supplemental Pre-Tax Contributions, as elected by
the Participant.

         19.03 EMPLOYER CONTRIBUTIONS. Notwithstanding the provisions of Section
4.01, for each Active Participant under this Article, the Employer shall make a
Matching Contribution in an amount equal to 50 percent (60 percent effective
January 1, 2002) of the Active Participant's Basic Post-Tax Contributions and/or
Basic Pre-Tax Contributions accrued for the Plan Year. Contributions made under
this subsection shall be paid to the Trustee and allocated to Participants'
accounts in accordance with Section 4.01 of this Plan.

         19.04 PRIOR SERVICE CREDIT. Former employees of Nuway Paper, LLC who
become Active Participants in the Plan shall receive service credit under the
Plan for their accrued service under the Coated Paper Plan and/or the Nuway
Paper, LLC 401(k) Retirement Plan for purposes of eligibility under Section
2.01, participation under Section 2.02 and vesting under Article VII.


                                       71
<PAGE>

                                   ARTICLE XX
                     FORMER NEWSPRINT SOUTH, INC. EMPLOYEES

         Notwithstanding any other provisions of the Plan, this Article shall
apply to former employees of Newsprint South, Inc. ("Newsprint") for purposes of
determining their eligibility, participation and participant contributions to
the Plan.

         20.01 ELIGIBILITY AND PARTICIPATION. Each employee of Newsprint who was
a participant in the Newsprint South, Inc. Savings and Investment Plan (the
"Newsprint Plan") shall immediately become an Active Participant in the Plan as
of April 1, 2001. Effective as of April 1, 2001, any employee of Newsprint who
was not a participant in the Newsprint Plan must first satisfy the eligibility
requirements of Article II to begin participation in the Plan.

         20.02 PARTICIPANT CONTRIBUTIONS. Notwithstanding the provisions of
Sections 3.01, 3.02, 3.03, 3.04, and 3.06 to the contrary, for Plan Years ending
before January 1, 2002, an Employee who becomes an Active Participant under this
Article may elect to contribute up to 20% of his Earnings. The first six percent
of such contribution shall consist of Basic Post-Tax Contributions and/or Basic
Pre-Tax Contributions, as elected by the Participant under Article III.
Contributions in excess of six percent, shall be credited as Supplemental
Post-Tax Contributions and/or Supplemental Pre-Tax Contributions, as elected by
the Participant.

         20.03 PRIOR SERVICE CREDIT. Employees of Newsprint who become Active
Participants in the Plan shall receive service credit under the Plan for their
accrued service under the Newsprint Plan for purposes of eligibility under
Section 2.01, participation under Section 2.02 and vesting under Article VII.

         20.04 WITHDRAWALS FROM EMPLOYER CONTRIBUTION ACCOUNTS. With respect to
a Participant's April 1, 2001 balance in his Employer Contribution Account, a
Participant may, pursuant to the terms of this Section, withdraw vested amounts
which have been allocated to this portion of his Employer Contribution Account
for at least two years or the entire amount of his April 1, 2001 balance,
provided he has been a Participant in the Plan and/or the Newsprint Plan for
five (5) or more years, whichever is greater.

                                  ARTICLE XXI
              BOWATER INCORPORATED COATED PAPER AND PULP DIVISIONs

         Notwithstanding any other provisions of the Plan, this Article shall
apply effective on and after December 31, 2001 to Employees of the Company who
are covered by collective bargaining agreements between the Company and the
Paper, Allied-Industrial, Chemical and Energy Workers International Union and
with its Locals 925 and 1924.

         21.01 EMPLOYER CONTRIBUTIONS. Notwithstanding the provisions of Section
4.01, for each Active Participant under this Article, the Employer shall make a
Matching Contribution in an amount equal to 50 percent of the Active
Participant's Basic Post-Tax Contributions and/or Basic Pre-Tax Contributions
accrued for the Plan Year.

         21.02 INITIAL COMPANY CONTRIBUTIONS. With respect to each employee who
was employed by the Bowater Incorporated Coated Paper and Pulp Divisions on June
23, 1986, an

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<PAGE>

Initial Company Contribution was made to the Bowater Incorporated/Coated Papers
and Pulp Division Hourly Employees' Savings Plan (the "Coated Paper Plan") in an
amount sufficient to purchase fifty (50) shares of Company Stock Such
contributions were made as of the first business day of the quarter after the
employee was first eligible for participation. Such contributions were credited
to each participant's Initial Company Contribution Account. No Initial Company
Contributions were made for individuals who first became employees after June
23, 1986. An Initial Company Contribution Account shall be established under the
Plan for each Participant to record the portion of the Trust Fund that is
attributable to the Initial Company Contributions made to the Coated Paper Plan
on behalf of the Participant. Prior to termination of employment, a Participant
may withdraw all or any part of his Initial Company Contribution Account in
accordance with Section 8.02(b).

         21.03 PAYROLL-BASED EMPLOYEE STOCK OWNERSHIP CONTRIBUTIONS. Prior to
January 1, 1987, Payroll-Based Employee Stock Ownership Contributions were made
to the Coated Paper Plan on behalf of eligible employees. A PAYSOP Contribution
Account shall be established under the Plan for each Participant to record the
portion of the Trust Fund that is attributable to the Payroll-Based Employee
Stock Ownership Contributions made to the Coated Paper Plan on behalf of the
Participant. A Participant may not withdraw any amounts from his PAYSOP
Contribution Account prior to termination of Employment.

                                  ARTICLE XXII
                           FORMER PARTICIPANTS IN THE
                  Bowater Incorporated Savings Plan for Certain
                                Hourly Employees

         Notwithstanding any other provisions of the Plan, this Article shall
apply to Employees of the Company who are covered by collective bargaining
agreements between the Company and the Paper, Allied-Industrial, Chemical and
Energy Workers International Union and with its Locals 653, 788, 790 and 1514,
the International Brotherhood of Electrical Workers Union and its Local 175, and
the International Guards Union of America and its Local 100 effective on and
after December 31, 2001.

         22.01 EMPLOYER CONTRIBUTIONS. Notwithstanding the provisions of Section
4.01, for each Active Participant under this Article, the Employer shall make a
Matching Contribution in an amount equal to 40 percent of the Active
Participant's Basic Post-Tax Contributions and/or Basic Pre-Tax Contributions
accrued for the Plan Year.

         22.02 INITIAL COMPANY CONTRIBUTIONS. With respect to each individual
who was employed by Bowater Southern Company on June 12, 1987, and each
individual who was employed by Hiawassee Land Company as of July 14, 1987, the
Employer made an Initial Company Contribution to the Bowater Incorporated
Savings Plan for Certain Hourly Employees (the "Hourly Employees Plan") from its
current or accumulated profits in an amount sufficient to purchase forty (40)
shares of Company Stock. Such contributions were made as of September 1, 1987.
Such contributions were paid to the Trustee promptly and credited to each
Participant's Initial Company Contribution Account. There shall be no Initial
Company Contributions for individuals who first become Employees after June 12,
1987 or for individuals who first became Employees of Hiawassee Land Company
after July 14, 1987. An Initial Company Contribution

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Account shall be established under the Plan for each Participant to record the
portion of the Trust Fund that is attributable to the Initial Company
Contributions made to the Hourly Employees Plan on behalf of the Participant.
Prior to termination of Employer, a Participant may withdraw all or any part of
his Initial Company Contribution Account in accordance with Section 8.02(b).

                                 ARTICLE XXIII
                          FORMER COOSA PINES EMPLOYEES

         Notwithstanding any other provisions of the Plan, this Article shall
apply to Employees of the Company who are covered by collective bargaining
agreements between the Company and the Paper, Allied-Industrial, Chemical and
Energy Workers International Union and with its Locals 1693, 692 and 1595,
United Association of Journeymen and Apprentices of the Plumbing and
Pipe-Fitting Industry and with its Local 91, the International Brotherhood of
Electrical Workers Union and its Local 1629, and the International Association
of Machinists and Aerospace Workers and with its Local Lodge No. 985 effective
on and after December 31, 2001.

         23.01 EMPLOYER CONTRIBUTIONS. Notwithstanding the provisions of Section
4.01, for each Active Participant under this Article, the Employer shall make a
Matching Contribution in an amount equal to 50 percent of the Active
Participant's Basic Post-Tax Contributions and/or Basic Pre-Tax Contributions
accrued for the Plan Year.

                                     *  *  *

         IN WITNESS WHEREOF, BOWATER INCORPORATED has caused this document to be
executed by its duly authorized officer and its corporate seal to be affixed
hereto this 19th day of February, 2002.

                                     BOWATER INCORPORATED


                                     By: /s/ James T. Wright
                                        ----------------------------------------
                                     Name:  James T. Wright
                                          --------------------------------------
                                     Title:  Vice President - Human Resources
                                           -------------------------------------



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