<PAGE>

EXHIBIT 4(h)

                                 CHEMFIRST INC.
                      SAVINGS AND EMPLOYEE STOCK OWNERSHIP
                                 PLAN AND TRUST
<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                                PAGE
<S>               <C>                                                                                            <C>
ARTICLE 1         DEFINITIONS.....................................................................................2
         1.01     Accounts........................................................................................2
         1.02     Accounting Date, Valuation Date.................................................................2
         1.03     Accounting Period...............................................................................2
         1.04     Accrued Benefit.................................................................................2
         1.05     Acquisition Loan................................................................................2
         1.06     Anniversary Date................................................................................2
         1.07     Beneficiary.....................................................................................2
         1.08     Cash-Out Distribution...........................................................................2
         1.09     Code and Erisa..................................................................................3
         1.10     Company Stock...................................................................................3
         1.11     Compensation....................................................................................3
         1.12     Effective Date..................................................................................4
         1.13     Eligible Employee Classification................................................................4
         1.14     Eligible Participant............................................................................4
         1.15     Employee........................................................................................4
         1.16     Employer/plan Sponsor...........................................................................5
         1.17     Employment Commencement Date....................................................................5
         1.18     Entry Date......................................................................................5
         1.19     Fiscal Year.....................................................................................6
         1.20     Forfeiture......................................................................................6
         1.21     Highly Compensated Definitions..................................................................6
         1.22     Hour of Service.................................................................................8
         1.23     Investment Fund.................................................................................8
         1.24     Leave of Absence................................................................................9
         1.25     Normal Retirement Age...........................................................................9
         1.26     Normal Retirement Date..........................................................................9
         1.27     One Year Break-in-service.......................................................................9
         1.28     Participant.....................................................................................9
         1.29     Payroll Withholding Agreement..................................................................10
         1.30     Plan, Plan and Trust, Trust....................................................................10
         1.31     Plan Administrator.............................................................................10
         1.32     Plan Year......................................................................................11
         1.33     Portability Group Member.......................................................................11
         1.34     Qualified Annuity Definitions..................................................................11
         1.35     Related Employer...............................................................................13
         1.36     Required Beginning Date........................................................................13
         1.37     Service........................................................................................13
         1.38     Surviving Spouse...............................................................................13
         1.39     Top-heavy Definitions..........................................................................14
         1.40     Trust Fund, Trust..............................................................................17
         1.41     Trustee........................................................................................17
         1.42     Vested Percentage..............................................................................18
         1.43     Vesting Schedule...............................................................................18
         1.44     Written Resolution.............................................................................18
         1.45     Year of Service................................................................................18

ARTICLE 2         PARTICIPATION..................................................................................20
         2.01     Participation..................................................................................20
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>               <C>                                                                                            <C>
         2.02     Participant Re-Entry...........................................................................20
         2.03     Participation After Re-employment..............................................................21
         2.04     Change in Employment Classification............................................................21
         2.05     Portability....................................................................................21

ARTICLE 3         PARTICIPANT ACCOUNTS...........................................................................22
         3.01     Employee Account...............................................................................22
         3.02     Pre 401(K) Account.............................................................................25
         3.03     Company Matching Account.......................................................................26
         3.04     Employee Stock Ownership Account...............................................................28
         3.05     Rollover Contributions.........................................................................32

ARTICLE 4         ACCOUNTING AND VALUATION.......................................................................32
         4.01     General Powers of the Plan Administrator.......................................................32
         4.02     Valuation Procedure............................................................................32
         4.03     Specific Investment Funds......................................................................33
         4.04     Participant Direction of Investment............................................................34
         4.05     Nondiscrimination Requirements.................................................................35

ARTICLE 5         RETIREMENT BENEFITS............................................................................46
         5.01     Valuation of Accounts..........................................................................46
         5.02     Normal Retirement..............................................................................46
         5.03     Disability Retirement..........................................................................46
         5.04     Termination of Employment......................................................................47
         5.05     Form of Benefit Payment........................................................................48
         5.06     Commencement of Benefit........................................................................49
         5.07     Special Distribution and Payment Requirements..................................................49
         5.08     Directed Transfer of Eligible Rollover Distributions...........................................50
         5.09     Indefinite Layoff..............................................................................51

ARTICLE 6         DEATH BENEFIT..................................................................................51
         6.01     Valuation of Accounts..........................................................................51
         6.02     Death Benefit..................................................................................51
         6.03     Designation of Beneficiary.....................................................................53

ARTICLE 7         LIMITATIONS ON BENEFITS........................................................................53
         7.01     Limitation On Annual Additions.................................................................53
         7.02     Where Employer Maintains Another Qualified Plan................................................54
         7.03     Definitions Applicable to Article 7............................................................55
         7.04     Effect of Top-heavy Status.....................................................................57

ARTICLE 8         MISCELLANEOUS..................................................................................57
         8.01     Employment Rights of Parties Not Restricted....................................................58
         8.02     Alienation.....................................................................................58
         8.03     Qualification of Plan..........................................................................58
         8.04     Construction...................................................................................58
         8.05     Named Fiduciaries..............................................................................59
         8.06     Status of Insurer..............................................................................59
         8.07     Adoption and Withdrawal by Other Organizations.................................................60
</TABLE>

                                      -iii-
<PAGE>

<TABLE>
<S>               <C>                                                                                            <C>
         8.08     Employer Contributions.........................................................................60
         8.09     Employees in Qualified Military Service........................................................61
         8.10     Unclaimed Benefits.............................................................................61

ARTICLE 9         ADMINISTRATION.................................................................................61
         9.01     Plan Administrator.............................................................................61
         9.02     Powers and Duties of the Plan Administrator....................................................61
         9.03     Actions of the Plan Administrator..............................................................62
         9.04     Reliance On Plan Administrator and Employer....................................................62
         9.05     Reports to Participants........................................................................62
         9.06     Bond...........................................................................................63
         9.07     Compensation of Plan Administrator.............................................................63
         9.08     Claims Procedure...............................................................................63
         9.09     Liability of Fiduciaries.......................................................................63
         9.10     Expenses of Administration.....................................................................64
         9.11     Distribution Authority.........................................................................64

ARTICLE 10        AMENDMENT OR TERMINATION OF PLAN...............................................................64
         10.01    Right of Plan Sponsor to Amend or Terminate....................................................64
         10.02    Allocation of Assets Upon Termination of Plan..................................................65
         10.03    Exclusive Benefit..............................................................................65
         10.04    Failure to Qualify.............................................................................65
         10.05    Mergers, Consolidations or Transfers of Plan Assets............................................65
         10.06    Effect of Plan Amendment On Vesting Schedule...................................................66

ARTICLE 11        TRUSTEE AND TRUST FUND.........................................................................66
         11.01    Acceptance of Trust............................................................................66
         11.02    Trust Fund.....................................................................................66
         11.03    Receipt of Contributions.......................................................................67
         11.04    Powers of the Trustee..........................................................................68
         11.05    Investment in Common or Collective Trust Funds.................................................69
         11.06    Investment in Insurance Company Contracts......................................................69
         11.07    Fees and Expenses From Fund....................................................................70
         11.08    Records and Accounting.........................................................................70
         11.09    Distribution Directions........................................................................70
         11.10    Third Party....................................................................................70
         11.11    Professional Agents, Affiliates and Arbitration................................................70
         11.12    Valuation of Trust.............................................................................71
         11.13    Liability of Trustee...........................................................................71
         11.14    Removal or Resignation and Successor Trustee...................................................71
         11.15    Appointment of Investment Manager..............................................................72
         11.16    Loans to Participants..........................................................................72
         11.17    Special Rules Concerning Trustee Responsibilities..............................................66

ARTICLE 12        PROVISIONS RELATING TO EMPLOYER STOCK..........................................................76
         12.01    Investment in Company Stock....................................................................76
         12.02    Partial Diversification of Investment..........................................................79
         12.03    Dividend Distributions.........................................................................79
         12.04    Put Option.....................................................................................80
         12.05    Lifetime Transfer/right of First Refusal.......................................................81
         12.06    Nonterminable Protections and Rights...........................................................81
         12.07    Special Provisions Applicable to Employer Securities...........................................82
</TABLE>

                                      -iv-
<PAGE>

<TABLE>
<S>      <C>                                                                                                     <C>
         12.08    Limitation With Respect to an Electing Estate or Shareholder...................................82
</TABLE>

                                       -v-
<PAGE>

                                    PREAMBLE

     A. The Employer has previously established a 401(k) Profit Sharing Plan and
Trust for the exclusive benefit of its eligible Employees and their
Beneficiaries;

     B. The Employer has previously established an Employee Stock Ownership Plan
for the exclusive benefit of its eligible Employees and their Beneficiaries;

     C. Effective January 1, 1997, the Employer desires to amend, combine, merge
and consolidate the Employee Stock Ownership Plan with the 401(k) Profit Sharing
Plan and Trust so that together they will become and be a single 401(k) Savings
and Employee Stock Ownership Plan and Trust (hereinafter sometimes called the
"Merged Plan and Trust");

     D. The Employer in recognition of the lasting contribution made by its
Employees to its successful operation wants to continue the Merged Plan and
Trust by amending and restating the Merged Plan and Trust to qualify under
Sections 401(a) and 501(a) of the Internal Revenue Code of 1986 as amended and
the regulations promulgated thereunder;

     E. The Trustees are willing to act as Trustee under the terms of the Plan
and Trust contained in this Agreement;

     F. The Trustee will hold, administer and distribute the transferred assets
as a part of the Merged Plan and Trust, and the Trustee must maintain a separate
Employer Contribution account for the benefit of the Employee on whose behalf
the Trustee accepted the transfer in order to reflect the value of the
transferred assets;

     G. The Merged Plan and Trust will preserve all Code Section 411(d)(6)
protected benefits with respect to those transferred assets, in the manner
described in Section 10.05 of the Merged Plan and Trust;

     H. The accounts of all active Participants under the Employee Stock
Ownership Plan, and the trust funds allocable thereto, shall be transferred to
the Merged Plan and Trust; shall be reflected in such Participant's separate
accounts established pursuant to Section 10.05 of the Merged Plan and Trust; and
shall be used to fund benefits under the Merged Plan and Trust as therein
provided.

     NOW, THEREFORE, considering the premises and their mutual covenants, the
Employer and the Trustees agree as follows:

                                      -1-
<PAGE>

                                   ARTICLE 1

                                   DEFINITIONS

As used in this document, unless otherwise defined or required by the context,
the following terms have the meanings set forth in this Article 1. Some of the
terms used in this document are not defined in Article 1, but for convenience
are defined as they are introduced in the text.

1.01 Accounts

     Accounts means the separate accounts maintained for each Participant
     reflecting applicable contributions, applicable forfeitures, investment
     income (loss) allocated to the accounts and distributions.

1.02 Accounting Date, Valuation Date

     The term Accounting Date means the last day of each Accounting Period and
     any other days within the Accounting Period upon which, consistent with
     established methods and guidelines, the Plan Administrator applies the
     valuation procedures specified in Section 4.02. The term Valuation Date,
     unless otherwise specified, means any business day on which the New York
     Stock Exchange is open. The Accounting Date is a Valuation Date.

1.03 Accounting Period

     Accounting Period means each of the 3-month periods which end on March 31,
     June 30, September 30 and December 31.

1.04 Accrued Benefit

     A Participant's Accrued Benefit means the total value, as of a given date,
     of his Accounts determined as of the Valuation Date immediately preceding
     the date of determination. A Participant's Accrued Benefit will not be
     reduced solely on account of any increase in the Participant's age or
     service or on account of an amendment to the Plan.

     A Participant's Vested Accrued Benefit is equal to his Vested Percentage of
     that portion of his Accrued Benefit which is subject to the Vesting
     Schedule plus 100% of the remaining portion of his Accrued Benefit.

1.05 Acquisition Loan

     A loan (or other extension of credit) used by the trustee to finance the
     acquisition of Company Stock, which loan will constitute an extension of
     credit to the Trust from a party-in-interest (as defined in ERISA).

1.06 Anniversary Date

     Anniversary Date means the last day of each Plan Year. The Anniversary Date
     is an Accounting Date and an Allocation Date.

1.07 Beneficiary

     Beneficiary means the person, persons, trust or other entity who is
     designated to receive any amount payable upon the death of a Participant.

1.08 Cash-Out Distribution

     Cash-Out Distribution means, as described in Article 5, a distribution to a
     Participant upon termination of employment of his Vested Accrued Benefit.

                                      -2-
<PAGE>

1.09 Code and ERISA

     Code means the Internal Revenue Code of 1986, as it may be amended from
     time to time, and all regulations issued thereunder. Reference to a section
     of the Code includes that section and any comparable section or sections of
     any future legislation that amends, supplements or supersedes such section
     and any regulations issued thereunder.

     ERISA means Public Law No. 93-406, the Employee Retirement Income Security
     Act of 1974, as it may be amended from time to time, and all regulations
     issued thereunder. Reference to a section of ERISA includes that section
     and any comparable section or sections of any future legislation that
     amends, supplements or supersedes such section and any regulations issued
     thereunder.

1.10 Company Stock

     (a)  Company Stock shall mean:

          (i)  Common stock issued by the Employer (or by a corporation which is
               a member of the same controlled group) which is readily tradeable
               on an established securities market; or

          (ii) If there is no common stock which meets the requirements of (i)
               above, then common stock issued by the Employer (or by a
               corporation which is a member of the same controlled group)
               having a combination of voting power and dividend rights equal to
               or in excess of:

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

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

          (iii) Noncallable preferred stock, if such stock is convertible at any
                time into stock which meets the requirements of (i) or (ii)
                above (whichever is applicable) and if such conversion is at a
                conversion price that is reasonable. A preferred stock will be
                considered noncallable if after the call there will be a
                reasonable opportunity for a conversion which meets the
                requirements of the preceding sentence in accordance with
                applicable Treasury regulations.

1.11 Compensation

     Except where otherwise specifically provided in this Plan, Compensation
     means a Participant's earned income, wages, salaries, and fees for
     professional services, and other amounts received for personal services
     actually rendered in the course of employment with the employer maintaining
     the plan (including, but not limited to, commissions paid to salesmen,
     compensation for services on the basis of a percentage of profits,
     commissions on insurance premiums and tips), and excluding the following:

     (i)  Employer contributions to a plan of deferred compensation which are
          not included in the employee's gross income for the taxable year in
          which contributed or employer contributions under a simplified
          employee pension plan to the extent the contributions are deductible
          by the employee, or any distributions from a plan of deferred
          compensation;

     (ii) Amounts realized from the exercise of a nonqualified stock option, or
          when restricted stock (or property) held by the employee either
          becomes freely transferable or is no longer subject to a substantial
          risk of forfeiture;

     (iii) Amounts realized from the sale, exchange or other disposition of
           stock acquired under a qualified stock option;

                                      -3-
<PAGE>

     (iv)   Other amounts which received special tax benefits, or contributions
            made by the employer (whether or not under a salary reduction
            agreement) toward the purchase of an annuity described in Code
            Section 403(b) (whether or not the amounts are actually excludable
            from the gross income of the employee);

     (v)    Compensation received prior to a Participant's Entry Date. Effective
            January 1, 1998, this exclusion no longer applies to an Employee who
            is a member of an Eligible Employee Classification other than
            Temporary Employees;

     (vi)   Payments for overtime work in excess of the regularly scheduled work
            period;

     (vii)  Expense or other allowances;

     (viii) Bonuses; and

     (ix)   Shift differential pay.

     Compensation also includes any amounts contributed by the Employer or any
     Related Employer on behalf of any Employee pursuant to a payroll
     withholding agreement which are not includable in the gross income of the
     Employee due to Code Sections 125, 402(e)(3), 402(h) or 403(b) and,
     effective January 1, 1998, Code Section 402(k).

     Notwithstanding the foregoing, for all purposes under this Plan,
     Compensation in excess of the Statutory Compensation Limit will be
     disregarded.

     Effective January 1, 2002, the Statutory Compensation Limit means $200,000,
     as adjusted in accordance with Code Section 401(a)(17)(B).

1.12 Effective Date

     The original Effective Date of the Plan is July 1, 1974. The effective date
     of this restatement of the Plan is January 1, 1997. The provisions of this
     Merged Plan and Trust, as amended and restated, shall apply solely to an
     Employee who terminates employment with the Employer on or after the
     restated Effective Date of this Merged Plan and Trust. If an Employee
     terminates employment with the Employer prior to the restated Effective
     Date, that Employee shall be entitled to benefits under the Merged Plan as
     the Plan existed on the Employee's termination date.

1.13 Eligible Employee Classification

     Effective January 1, 1999, an Eligible Employee Classification is a
     classification of Employees, the members of which are eligible to
     participate in the Plan. All Employees who are classified as "Regular
     Employees" are eligible to participate in the Plan. Any reference to
     Employee within this Agreement is assumed to mean an Employee who is
     classified as a Regular Employee.

1.14 Eligible Participant

     All Participants are Eligible Participants.

1.15 Employee

     (a)  In General

          An Employee is any person who is employed by the Employer or a
          Participating Employer.

                                      -4-
<PAGE>

     (b)  Leased Employee

          A Leased Employee means any person who, pursuant to an agreement
          between the Employer or any Related Employer ("Recipient Employer")
          and any other person ("leasing organization"), has performed services
          for the Recipient Employer on a substantially full-time basis for a
          period of at least one year and such services are performed under the
          primary direction or control of the Recipient Employer.

          Any Leased Employee will be treated as an Employee of the Recipient
          Employer; however, contributions or benefits provided by the leasing
          organization which are attributable to the services performed for the
          Recipient Employer will be treated as provided by the Recipient
          Employer. If all Leased Employees constitute less than 20% of the
          Employer's non-highly-compensated work force within the meaning of
          Code Section 414(n)(1)(C)(ii), then the preceding sentence will not
          apply to any Leased Employee if such Employee is covered by a money
          purchase pension plan ("Safe Harbor Plan") which provides: (1) a
          nonintegrated employer contribution rate of at least 10% of
          compensation, (2) immediate participation, and (3) full and immediate
          vesting.

          Years of Eligibility Service for purposes of eligibility to
          participate in the Plan and Years of Vesting Service for purposes of
          determining a Participant's Vested Percentage include service by an
          Employee as a Leased Employee.

     (c)  Regular Employee

          A Regular Employee is an Employee (whether full time or part time)
          hired to fill a specific position on an indefinite basis and whose
          position is reflected in the Employer's written annual budget as being
          a permanent position that is eligible for participation in the Plan.

1.16 Employer/Plan Sponsor

     The Employer and Plan Sponsor is ChemFirst Inc., successor in interest to
     First Mississippi Corporation. A Participating Employer is any organization
     which has adopted this Plan and Trust in accordance with Section 8.07.

     The term Predecessor Employer means any prior employer to which the
     Employer is the successor, including any Predecessor Employer for which the
     Employer maintains the obligations of a Predecessor Plan established by the
     Predecessor Employer. Service with a Predecessor Employer will be included
     as Service with the Employer for purposes of determining Eligibility under
     this Plan, unless it is determined that the Company and/or business
     organization is not a Portability Group Member.

     Service with a Predecessor Employer for purposes of determining Years of
     Vesting Service shall be determined as a part of the merger, acquisition,
     and/or adoption agreement.

1.17 Employment Commencement Date

     The date an Employee first performs an Hour of Service for the Employer is
     his Employment Commencement Date.

1.18 Entry Date

     Entry Date means the first day of the month which coincides with or next
     follows the date upon which the eligibility requirements of Section 2.01
     are met. Effective January 1, 1998, Entry Date means, with respect to an
     Employee who is a member of an Eligible Employee Classification other than
     Temporary Employees, the Employee's Employment Commencement Date.

                                      -5-
<PAGE>

1.19 Fiscal Year

     Fiscal Year means the taxable year of the Plan Sponsor. The Fiscal Year of
     the Plan Sponsor is the 12-month period beginning January 1 and ending
     December 31.

1.20 Forfeiture

     The term Forfeiture refers to that portion, if any, of a Participant's
     Accrued Benefit which is in excess of his Vested Accrued Benefit following
     the termination of the Participant's employment.

     A Forfeiture is considered to occur as of the earlier of (a) the date of
     the occurrence of the fifth of 5 consecutive One Year Breaks-in-Service or
     (b) the date a Cash-Out Distribution occurs in accordance with the
     provisions of Article 5.

1.21 Highly Compensated Definitions

     (a)  Compensation

          For purposes of this Section, Compensation means Compensation defined
          in Section 1.11, excluding only the exclusions described in paragraphs
          (i) through (iv), and including deferrals under (a) Code Section
          402(e)(3) relating to a Code Section 401(k) arrangement; (b) Code
          Section 125 relating to a cafeteria plan; (c) Code Section 403(b)
          relating to a tax sheltered annuity plan; (d) Code Section 408(h)
          relating to a simplified employee pension; and (e) Effective January
          1, 1998, Code Section 402(k) relating to a simple retirement account;
          and effective January 1, 2002, amounts not includable in gross income
          due to Code Section 132(f)(4). Compensation in excess of the Statutory
          Compensation Limit will be disregarded. The definition of Compensation
          shall be limited to Compensation earned during (i) the Determination
          Year for purposes of Section 1.21(d)(2)(i) and (ii) the Lookback Year
          for purposes of Sections 1.21(d)(2)(ii) and 1.21(j).

     (b)  Determination Year

          Determination Year means the Plan Year for which the determination of
          who is Highly Compensated is being made.

     (c)  Highly Compensated Employee

          Highly Compensated Employee means any individual who is a Highly
          Compensated Active Employee or a Highly Compensated Former Employee
          within the meaning of Code Section 414(q) and the regulations
          thereunder.

     (d)  Highly Compensated Active Employee

          Highly Compensated Active Employee means any individual who:

          (1)  During the Determination Year or the Lookback Year was at any
               time a 5-percent Owner (within the meaning of Code Section
               416(i)) of the Employer or any Related Employer;

          (2)  During the Lookback Year (i) received Compensation from the
               Employer and all Related Employers in excess of $80,000 (or any
               greater amount determined by regulations issued by the Secretary
               of the Treasury under Code Section 415(d)), and (ii), subject to
               the election of the Plan Sponsor, was in the Top-paid Group for
               the Lookback Year.

                                      -6-
<PAGE>

     (e)  Highly Compensated Former Employee

          Highly Compensated Former Employee means any Former Employee who had a
          Separation Year (within the meaning of Treasury Regulation Section
          1.414(q)-1T Q&A-5) and was a Highly Compensated Active Employee for
          either the Separation Year or any Determination Year ending on or
          after the Employee's 55th birthday.

     (f)  Highly Compensated Group

          Highly Compensated Group means all Highly Compensated Employees.

     (g)  Lookback Year

          Lookback Year means the 12-month period immediately preceding the
          Determination Year.

     (h)  Non-Highly Compensated Employee

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

     (i)  Non-Highly Compensated Group

          Non-Highly Compensated Group means all Non-Highly Compensated
          Employees.

     (j)  Top-Paid Group

          Top-Paid Group means those individuals who are among the top 20
          percent of Employees of the Employer and all Related Employers when
          ranked on the basis of Compensation received during the year. In
          determining the number of individuals in the Top-Paid Group (but not
          the identity of those individuals), the following individuals may be
          excluded:

          (1)  Employees who have not completed 6 months of Service by the end
               of the year. For this purpose, an Employee who has completed One
               Hour of Service in any calendar month will be credited with one
               month of Service;

          (2)  Employees who normally work fewer than 17 1/2hours per week;

          (3)  Employees who normally work fewer than 6 months during any year.
               For this purpose, an Employee who has worked on one day of a
               month is treated as having worked for the whole month;

          (4)  Employees who have not reached age 21 by the end of the year;

          (5)  Nonresident aliens who received no earned income (which
               constitutes income from sources within the United States) within
               the year from the Employer or any Related Employer; and

          (6)  Employees covered by a collective bargaining agreement negotiated
               in good faith between the employee representatives and the
               Employer or a group of employers of which the Employer is a
               member if (i) 90% or more of all employees of the Employer and
               all Related Employers are covered by collective bargaining
               agreements, and (ii) this Plan covers only Employees who are not
               covered under a collective bargaining agreement.

                                      -7-
<PAGE>

1.22 Hour of Service

     An Hour of Service means:

     (a)  Each hour for which an Employee is paid, or entitled to payment, for
          the performance of duties for the Employer. These hours will be
          credited to the Employee for the computation period in which the
          duties are performed;

     (b)  Each hour for which an Employee is paid, or entitled to payment, by
          the Employer on account of a period of time during which no duties are
          performed (irrespective of whether the employment relationship has
          terminated) due to vacation, holiday, illness, incapacity (including
          disability), layoff, jury duty, military duty or leave of absence. No
          more than 501 Hours of Service will be credited under this paragraph
          for any 12-month period. Hours under this paragraph will be calculated
          and credited pursuant to Section 2530.200b-2 of the Department of
          Labor Regulations which are incorporated herein by this reference; and

     (c)  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 will not be credited both under paragraphs (a) or (b), as the
          case may be, and under this paragraph (c). These hours will be
          credited to the Employee for the computation period or periods to
          which the award or agreement pertains rather than the computation
          period in which the award, agreement or payment is made.

     Hours of Service for all Employees will be determined on the basis of
     actual hours for which an Employee is paid or is entitled to payment. Hours
     of Service will be credited for employment with any Related Employer or any
     Predecessor Employer. Hours of Service will be credited for any individual
     considered an employee under Code Section 414(n) or 414(o) and the
     regulations thereunder.

     Solely for purposes of determining whether a One Year Break-in-Service has
     occurred, a Participant who is absent from work on an authorized Leave of
     Absence or by reason of the Participant's pregnancy, birth of the
     Participant's child, placement of a child with the Participant in
     connection with the adoption of such child, or for the purpose of caring
     for such child for a period immediately following such birth or placement,
     will receive credit for the Hours of Service which otherwise would have
     been credited to the Participant but for such absence. The Hours of Service
     credited under this paragraph will be credited in the Plan Year in which
     the absence begins if such crediting is necessary to prevent a One Year
     Break-in-Service in such Plan Year; otherwise, such Hours of Service will
     be credited in the following Plan Year. The Hours of Service credited under
     this paragraph are those which would normally have been credited but for
     such absence; in any case in which the Plan Administrator is unable to
     determine such hours normally credited, 8 Hours of Service per day will be
     credited. No more than 501 Hours of Service will be credited under this
     paragraph for any 12-month period. The Date of Severance is the second
     anniversary of the date on which the absence begins. The period between the
     initial date of absence and the first anniversary of the initial date of
     absence is deemed to be a period of Service. The period between the first
     and second anniversaries of the initial date of absence is neither a period
     of service nor a period of severance.

     Notwithstanding the foregoing, effective December 12, 1994, an authorized
     leave of absence granted on account of qualified military service shall
     comply with the requirements of Code Section 414(u) in determining a One
     Year Break-in-Service.

1.23 Investment Fund

     An Investment Fund means any portion of the assets of the Trust Fund which
     the Plan Administrator designates as an Investment Fund and for which the
     Plan Administrator maintains a set of accounts separate from the remaining
     assets of the Trust Fund.

     (a)  Specific Investment Fund means an Investment Fund which is designated
          as a Specific Investment Fund by the Plan Administrator in a manner
          and form acceptable to the Trustee.

                                      -8-
<PAGE>

     (b)  General Investment Fund means all assets of the Trust Fund excluding
          the assets of any Specific Investment Funds.

1.24 Leave of Absence

     An authorized Leave of Absence means a period of time of one year or less
     granted to an Employee by the Employer due to illness, injury, temporary
     reduction in work force, or other appropriate cause or due to military
     service during which the Employee's reemployment rights are protected by
     law, provided the Employee returns to the service of the Employer on or
     before the expiration of such leave, or in the case of military service,
     within the time his reemployment rights are so protected or within 60 days
     of his discharge from military service if no federal law is applicable. All
     authorized Leaves of Absence are granted or denied by the Employer in a
     uniform and nondiscriminatory manner, treating Employees in similar
     circumstances in a like manner.

     If the Participant does not return to active service with the Employer on
     or prior to the expiration of his authorized Leave of Absence he will be
     considered to have had a Date of Severance as of the earlier of the date on
     which his authorized Leave of Absence expired, the first anniversary of the
     last date he worked at least one hour as an Active Participant, or the date
     on which he resigned or was discharged.

1.25 Normal Retirement Age

     A Participant's Normal Retirement Age is age 65.

1.26 Normal Retirement Date

     A Participant's Normal Retirement Date is the date on which the Participant
     attains Normal Retirement Age.

1.27 One Year Break-in-Service

     Effective January 1, 1998, One Year Break-in-Service means any 365-day
     period following a Participant's Date of Termination in which an Employee
     does not complete at least one (1) Hour of Service.

1.28 Participant

     The term Participant means an Employee or former Employee who is eligible
     to participate in this Plan and who is or who may become eligible to
     receive a benefit of any type from this Plan or whose Beneficiary may be
     eligible to receive any such benefit.

     (a)  Active Participant means a Participant who is currently an Employee in
          an Eligible Employee Classification.

     (b)  Disabled Participant means a Participant who has terminated his
          employment with the Employer due to his Disability and who is
          receiving or is entitled to receive benefits from the Plan.

     (c)  Retired Participant means a Participant who has terminated his
          employment with the Employer after meeting the requirements for his
          Normal Retirement Date and who is receiving or is entitled to receive
          benefits from the Plan.

     (d)  Vested Terminated Participant means a Participant who has terminated
          his employment with the Employer and who has a nonforfeitable right to
          all or a portion of his or her Accrued Benefit and who has not
          received a distribution of the value of his or her Vested Accrued
          Benefit.

     (e)  Inactive Participant means a Participant who has (i) interrupted his
          status as an Active Participant without becoming a Disabled, Retired
          or Vested Terminated Participant and (ii) has a non-forfeitable right
          to all or a portion of his Accrued Benefit and has not received a
          complete distribution of his benefit.

                                      -9-
<PAGE>

     (f)  Former Participant means a Participant who has terminated his
          employment with the Employer and who currently has no nonforfeitable
          right to any portion of his or her Accrued Benefit.

1.29 Payroll Withholding Agreement

     If a written Payroll Withholding Agreement is required pursuant to the
     provisions of Article 3, then each Participant who elects to participate in
     the Plan will file such Agreement on or before the first day of the payroll
     period for which the Agreement is applicable (or at some other time as
     specified by the Plan Administrator). Such Agreement will be effective for
     each payroll period thereafter until modified or amended.

     The terms of such Agreement will provide that the Participant agrees to
     have the Employer withhold, each payroll period, any whole percentage of
     his Compensation (or such other amount as allowed by the Plan Administrator
     under rules applied on a uniform and nondiscriminatory basis), not to
     exceed the limitations of Article 7. In consideration of such Agreement,
     the Employer periodically will make a contribution to the Participant's
     proper Account(s) in an amount equal to the total amount by which the
     Participant's Compensation from the Employer was reduced during applicable
     payroll periods pursuant to the Payroll Withholding Agreement.

     Notwithstanding the above, Payroll Withholding Agreements will be governed
     by the following general guidelines:

     (a)  A Payroll Withholding Agreement will apply to each payroll period
          during which an effective agreement is on file with the Employer. Upon
          termination of employment, such agreement will become void.

     (b)  The Plan Administrator will establish and apply guidelines concerning
          the frequency and timing of amendments or changes to Payroll
          Withholding Agreements. Notwithstanding the foregoing, a Participant
          may revoke his Payroll Withholding Agreement at any time and
          discontinue all future withholding.

     (c)  The Plan Administrator may amend or revoke its Payroll Withholding
          Agreement with any Participant at any time, if the Employer determines
          that such revocation or amendment is necessary to insure that a
          Participant's Annual Additions for any Plan Year will not exceed the
          limitations of Article 7 or to insure that the requirements of
          Sections 401(k) and 401(m) of the Code have been satisfied with
          respect to the amount which may be withheld and contributed on behalf
          of the Highly Compensated Group.

     (d)  Except as provided above, a Payroll Withholding Agreement may not be
          revoked or amended by the Participant or the Employer.

1.30 Plan, Plan and Trust, Trust

     The terms Plan, Plan and Trust and Trust mean ChemFirst Inc. 401(k) Savings
     and Employee Stock Ownership Plan and Trust. The Plan Identification Number
     is 002. The Plan is a merged plan consisting of an employee stock ownership
     plan with a cash or deferred arrangement.

     The term Predecessor Plan means any qualified plan previously established
     and maintained by the Employer and to which this Plan is the successor.

1.31 Plan Administrator

     The Plan Administrator is the Employee Benefit Committee.

                                      -10-
<PAGE>

1.32 Plan Year

     The Plan Year is the 12 month period beginning January 1 and ending
     December 31. The Limitation Year coincides with the Plan Year.

1.33 Portability Group Member

     A Portability Group Member shall mean the Company and any business
     organization with which the Company has agreed to recognize the portability
     of either service or benefits, or both, with respect to employees whose
     employment is transferred between such Portability Group Members.

1.34 Qualified Annuity Definitions

     (a)  Annuity Starting Date

          Annuity Starting Date means (i) the first day of the first period for
          which an amount is payable as an annuity, or (ii) in the case of a
          benefit not payable in the form of an annuity, the first day on which
          all events have occurred which entitled the Participant to such
          benefit.

     (b)  Qualified Election

          (1)  In General

               Qualified Election means a written waiver of a Qualified Joint
               and Survivor Annuity or a Qualified Survivor Annuity. The waiver
               must be consented to by the Participant's spouse with such
               written consent witnessed by a representative of the Plan
               Administrator or a notary public. The spouse's consent must
               include the designation of a specific Beneficiary and the form of
               payment which cannot be changed without the consent of the
               spouse. Such consent will not be required if the Participant
               establishes to the satisfaction of the Plan Administrator that
               such written consent may not be obtained because there is no
               spouse, the spouse cannot be located or other circumstances that
               may be prescribed by Treasury Regulations. Any consent which is
               required under this Section will be valid only with respect to
               the spouse who signs the consent (or in the event of a deemed
               Qualified Election, the designated spouse). Additionally, any
               revocation of a prior waiver may be made by a Participant without
               the consent of the spouse at any time before the Annuity Starting
               Date; however, any waiver of a Qualified Joint and Survivor
               Annuity or a Qualified Survivor Annuity which follows such
               revocation must be in writing and must be consented to by the
               Participant's spouse. The number of waivers or revocations of
               such waivers will not be limited.

          (2)  Qualified Joint and Survivor Annuity Notices

               Not more than 90 days nor less than 30 days before the
               Participant's Annuity Starting Date, the Plan Administrator will
               provide the Participant a written explanation of:

               .    the terms and conditions of a Qualified Joint and Survivor
                    Annuity;

               .    the Participant's right to make and the effect of a
                    Qualified Election to waive the Qualified Joint and Survivor
                    Annuity form of benefit;

               .    a general description of the eligibility conditions and
                    other material features of the optional forms of benefit and
                    sufficient additional information to explain the relative
                    values of the optional forms of benefit available;

               .    the rights of the Participant's spouse; and

                                      -11-
<PAGE>

               .    the right to make, and the effect of, a revocation of a
                    previous Qualified Election to waive the Qualified Joint and
                    Survivor Annuity.

          (3)  Qualified Survivor Annuity Notices

               The election period to waive the Qualified Survivor Annuity
               begins on the first day of the Plan Year in which the Participant
               attains age 35 and ends on the date of the Participant's death.
               If a Vested Terminated Participant separates from service before
               the beginning of the election period, the election period begins
               on the date of separation from service.

               The Plan Administrator will, within the applicable notice period,
               provide each Participant a written explanation of the Qualified
               Survivor Annuity containing comparable information to that
               required under the provisions of Section 1.32(b)(2). For purposes
               of this paragraph, the term "applicable notice period" means
               whichever of the following periods ends last:

               .    the period beginning with the first day of the Plan Year in
                    which the Participant attains age 32 and ending with the
                    close of the Plan Year preceding the Plan Year in which the
                    Participant attains age 35;

               .    the period beginning two years before and ending 12 months
                    after the individual becomes a Participant;

               .    the period beginning two years before and ending 12 months
                    after the joint and survivor rules become effective for the
                    Participant; or

               .    the period beginning one year before and ending 12 months
                    after the Participant separates from service before
                    attaining age 35.

               A Participant who will not have attained age 35 as of the end of
               any current Plan Year may make a special Qualified Election to
               waive the Qualified Survivor Annuity for the period beginning on
               the date of the election and ending on the first day of the Plan
               Year in which the Participant attains age 35. The Election will
               not be valid unless the Participant receives a written
               explanation of the Qualified Survivor Annuity in terms comparable
               to the explanation required above. Qualified Survivor Annuity
               coverage will automatically resume as of the first day of the
               Plan Year in which the Participant attains age 35. Any new waiver
               on or after that date will be subject to the full requirements of
               this Section 1.34(b).

     (c)  Qualified Joint and Survivor Annuity

          A Qualified Joint and Survivor Annuity means an annuity which is
          purchased from an Insurer and which is payable for the life of the
          Participant with a survivor annuity for the life of his Surviving
          Spouse in an amount which is 50% of the amount payable during the
          joint lives of the Participant and his spouse. The amount of the
          Qualified Joint and Survivor Annuity will be the amount of benefit
          which can be purchased from an Insurer with the Participant's Vested
          Accrued Benefit.

     (d)  Qualified Life Annuity

          A Qualified Life Annuity means an annuity which is purchased from an
          Insurer and which is payable for the lifetime of the Participant with
          payments terminating upon the death of the Participant. The amount of
          the Qualified Life Annuity will be the amount of benefit which can be
          purchased from an Insurer with the Participant's Vested Accrued
          Benefit.

     (e)  Qualified Survivor Annuity

          A Qualified Survivor Annuity which a Surviving Spouse will be eligible
          to receive under the provisions of Section 6.02 means a monthly
          benefit payable for the remaining lifetime of the

                                      -12-
<PAGE>

          Surviving Spouse. The amount of the Qualified Survivor Annuity benefit
          will be the amount of benefit which can be purchased from an Insurer
          with the Participant's Vested Accrued Benefit.

          If the Participant's Vested Accrued Benefit is $3,500 ($5,000 for Plan
          Years beginning after August 5, 1997) or less, the Plan Administrator
          will direct the immediate distribution of the Participant's Vested
          Accrued Benefit to the Surviving Spouse. If the Participant's Vested
          Accrued Benefit at the time of any distribution exceeds $3,500 ($5,000
          for Plan Years beginning after August 5, 1997), the Vested Accrued
          Benefit at any later time will be deemed to exceed $3,500 ($5,000 for
          Plan Years beginning after August 5, 1997). The Surviving Spouse may
          elect to receive the Qualified Survivor Annuity as a lump sum.

1.35 Related Employer

     The terms Related Employer and Affiliated Employer are used interchangeably
     and mean any other corporation, association, company or entity on or after
     the Effective Date which is, along with the Employer, a member of a
     controlled group of corporations (as defined in Code Section 414(b)), a
     group of trades or businesses which are under common control (as defined in
     Code Section 414(c)), an affiliated service group (as defined in Code
     Section 414(m)), or any organization or arrangement required to be
     aggregated with the Employer by Treasury Regulations issued under Code
     Section 414(o).

1.36 Required Beginning Date

     The Required Beginning Date for the commencement of benefit payments from
     the Plan is the April 1 immediately following the calendar year in which
     the Participant attains age 70 1/2 for a Participant who is a Five Percent
     Owner (as defined in Section 1.39(d)) with respect to the Plan Year in
     which the Participant attains age 70 1/2.

     The Required Beginning Date for the commencement of benefit payments from
     the Plan for any other Participant is the April 1 immediately following the
     later of (i) the calendar year in which the Participant attains age 70 1/2,
     or (ii) if so elected by the Participant, the calendar year in which the
     Participant retires.

1.37 Service

     (a)  Service means any period of time the Employee is in the employ of the
          Employer. Service in all cases includes periods during which the
          Employee is on an "authorized leave of absence" or a "maternity or
          paternity leave of absence" described in Section 1.22 relating to One
          Year Break-in-Service. Leaves of absence also shall include periods of
          absence in connection with military service during which the
          Employee's re-employment rights are legally protected. Except for
          absence by reason of military service, leaves of absence shall be for
          a maximum period of two (2) years. Leaves of absence shall be granted
          on a uniform and nondiscriminatory basis.

     (b)  If the Employer maintains the plan of a Predecessor Employer, Service
          shall include service for the Predecessor Employer. To the extent it
          may be required under applicable Treasury regulations under Code
          Section 414, Service shall include all service for any Predecessor
          Employer.

1.38 Surviving Spouse

     Surviving Spouse means a deceased Participant's spouse who was married to
     the Participant on the Participant's date of death. The Plan Administrator
     and the Trustee may rely conclusively on a Participant's written statement
     of his marital status. Neither the Plan Administrator nor the Trustee is
     required at any time to inquire into the validity of any marriage, the
     effectiveness of a common-law relationship or the claim of any alleged
     spouse which is inconsistent with the Participant's report of his marital
     status and the identity of his spouse.

                                      -13-
<PAGE>

1.39 Top-Heavy Definitions

     (a)  Aggregate Account

          Aggregate Account means, with respect to each Participant, the value
          of all accounts maintained on behalf of the Participant, whether
          attributable to Employer or Employee contributions, used to determine
          Top-Heavy Plan status under the provisions of a defined contribution
          plan. A Participant's Aggregate Account as of the Determination Date
          will be the sum of:

          .    the balance of his Account(s) as of the most recent valuation
               date occurring within a 12-month period ending on the
               Determination Date (excluding any amounts attributable to
               deductible voluntary employee contributions); plus

          .    contributions that would be allocated as of a date not later than
               the Determination Date, even though those amounts are not yet
               made or required to be made; plus

          .    any Plan Distributions made within the Plan Year that includes
               the Determination Date or within the four preceding Plan Years.

     (b)  Aggregation Group

          Aggregation Group means either a Required Aggregation Group or a
          Permissive Aggregation Group as hereinafter determined.

     (c)  Required Aggregation Group

          Each plan of the Employer in which a Key Employee is a Participant,
          and each other plan of the Employer which enables any plan in which a
          Key Employee participates to meet the requirements of Code Section
          401(a)(4) or 410, will be aggregated and the resulting group will be
          known as a Required Aggregation Group.

          Each plan in the Required Aggregation Group will be considered a
          Top-Heavy Plan if the Required Aggregation Group is a Top-Heavy Group.
          No plan in the Required Aggregation Group will be considered a
          Top-Heavy Plan if the Required Aggregation Group is not a Top-Heavy
          Group.

          (1)  Permissive Aggregation Group

               The Employer may also include any other plan not required to be
               included in the Required Aggregation Group, provided the
               resulting group (to be known as a Permissive Aggregation Group),
               taken as a whole, would continue to satisfy the provisions of
               Code Sections 401(a)(4) and 410.

               Only a plan that is part of the Required Aggregation Group will
               be considered a Top-Heavy Plan if the Permissive Aggregation
               Group is a Top-Heavy Group. No plan in the Permissive Aggregation
               Group will be considered a Top-Heavy Plan if the Permissive
               Aggregation Group is not a Top-Heavy Group.

               Only those plans of the Employer in which the Determination Dates
               fall within the same calendar year will be aggregated in order to
               determine whether the plans are Top-Heavy Plans.

     (d)  Determination Date

          Determination Date means the last day of the preceding Plan Year, or,
          in the case of the first Plan Year, the last day of the first Plan
          Year.

                                      -14-
<PAGE>

     (e)  Key Employee

          Key Employee means any Employee or former Employee (and his
          Beneficiary) who, at any time during the Plan Year or any of the
          preceding four Plan Years, was:

          (1)  A "Five Percent Owner" of the Employer. "Five Percent Owner"
               means any person who owns (or is considered as owning within the
               meaning of Code Section 318) more than 5% of the value of the
               outstanding stock of the Employer or stock possessing more than
               5% of the total combined voting power of all stock of the
               Employer. If the Employer is not a corporation, Five Percent
               Owner means any person who owns more than 5% of the capital or
               profits interest in the Employer. In determining percentage
               ownership hereunder, Related Employers will be treated as
               separate Employers; or

          (2)  A "One Percent Owner" of the Employer having Compensation from
               the Employer of more than $150,000. "One Percent Owner" means any
               person who owns (or is considered as owning within the meaning of
               Code Section 318) more than 1% of the value of the outstanding
               stock of the Employer or stock possessing more than 1% of the
               total combined voting power of all stock of the Employer. If the
               Employer is not a corporation, One Percent Owner means any person
               who owns more than 1% of the capital or profits interest in the
               Employer. In determining percentage ownership hereunder, Related
               Employers will be treated as separate Employers. However, in
               determining whether an individual has Compensation of more than
               $150,000, Compensation from each Related Employer will be taken
               into account; or

          (3)  Effective January 1, 2002, any Employee or former Employee
               (including any deceased employee) who at any time during the plan
               year that includes the Determination Date was an officer of the
               employer having Compensation greater than $130,000 (as adjusted
               under section 416(i)(1) of the Code for plan years beginning
               after December 31, 2002).

     (f)  Non-Key Employee

          Non-Key Employee means any Employee (and his Beneficiaries) who is not
          a Key Employee.

     (g)  Plan Distributions

          Plan distributions include distributions made before January 1, 1984,
          and distributions under a terminated plan which, if it had not been
          terminated, would have been required to be included in an aggregation
          group. However, distributions made after the valuation date and before
          the Determination Date are not included to the extent that they are
          already included in the Participant's Single Sum Benefit as of the
          valuation date.

          With respect to "unrelated rollovers and plan-to-plan transfers (those
          which are both initiated by an employee and made from a plan
          maintained by one employer to a plan maintained by another employer),
          if such a rollover or plan-to-plan transfer is made from this Plan, it
          will be considered as a distribution for purposes of this Section. If
          such a rollover or plan-to-plan transfer is made to this Plan, it will
          not be considered as part of the Participant's Single Sum Benefit.
          However, an unrelated rollover or plan-to-plan transfer accepted
          before January 1, 1984, will be considered as part of the
          Participant's Single Sum Benefit.

          With respect to "related" rollovers and plan-to-plan transfers (those
          which are either not initiated by an employee or are made from one
          plan to another plan maintained by the same employer), if such a
          rollover or plan-to-plan transfer is made from this Plan, it will not
          be considered as a distribution for purposes of this Section. If such
          a rollover or plan-to-plan transfer is made to this Plan, it will be
          considered as part of the Participant's Single Sum Benefit.

                                      -15-
<PAGE>

     (h)  Present Value of Accrued Benefit

          In the case of the defined benefit plan, a Participant's Present Value
          of Accrued Benefit, for Top-Heavy determination purposes, will be
          determined using the following rules:

          (1)  The Present Value of Accrued Benefit will be determined as of the
               most recent "valuation date" within a 12-month period ending on
               the Determination Date.

          (2)  For the first Plan Year, the Present Value of Accrued Benefit
               will be determined as if (A) the Participant terminated service
               as of the Determination Date; or (B) the Participant terminated
               service as of the valuation date, but taking into account the
               estimated Present Value of Accrued Benefits as of the
               Determination Date.

          (3)  For any other Plan Year, the Present Value of Accrued Benefit
               will be determined as if the Participant terminated service as of
               the valuation date.

          (4)  The valuation date must be the same date used for computing the
               defined benefit plan minimum funding costs, regardless of whether
               a calculation is performed that plan year.

          (5)  A Participant's Present Value of Accrued Benefit as of a
               Determination Date will be the sum of:

               .    the present value of his Accrued Benefit determined using
                    the actuarial assumptions which are specified below; plus

               .    effective January 1, 2002, any Plan Distributions made with
                    respect to the Employee under the Plan and any plan
                    aggregated with the Plan under section 416(g)(2) of the Code
                    during the 1-year period ending on the Determination date;
                    plus

               .    any employee contributions, whether voluntary or mandatory.
                    However, amounts attributable to qualified voluntary
                    employee contributions, as defined in Code Section 219(e)(2)
                    will not be considered to be a part of the Participant's
                    Present Value of Accrued Benefit.

               Effective January 1, 2002, for purposes of calculating the amount
               of Plan Distributions made to an employee as required above, in
               the case of a Plan Distribution made for a reason other than
               separation from service, death, or Disability, this provision
               shall be applied by substituting "5-year period" for "1-year
               period".

               For purposes of this Section, the present value of a
               Participant's Accrued Benefit will be equal to the greater of the
               present value determined using the actuarial assumptions which
               are specified for Actuarial Equivalent purposes or the present
               value determined using the "Applicable Interest Rate." The
               Applicable Interest Rate is the rate or rates that would be used
               by the Pension Benefit Guaranty Corporation for a trusteed
               single-employer plan to value a Participant's or Beneficiary's
               benefit on the date of distribution (the "PBGC Rate"). If the
               present value using the PBGC Rate exceeds $25,000, the Applicable
               Interest Rate is 120% of the PBGC Rate. However, the use of 120%
               of the PBGC Rate will never result in a present value less than
               $25,000.

          (6)  Solely for the purpose of determining if this Plan (or any other
               plan included in a Required Aggregation Group of which this Plan
               is a part) is Top-Heavy, the Accrued Benefit of any Employee
               other than a Key Employee will be determined under

               (A)  the method, if any, that uniformly applies for accrual
                    purposes under all plans maintained by the Employer or any
                    Related Employer, or

                                      -16-
<PAGE>

               (B)  if there is no such method, as if the benefit accrued no
                    more rapidly than the slowest accrual rate permitted under
                    the fractional accrual rate of Code Section 411(b)(1)(C).

     (i)  Single Sum Benefit

          The Single Sum Benefit for any Participant in a defined benefit
          pension plan will be equal to his Present Value of Accrued Benefit.
          The Single Sum Benefit for any Participant in a defined contribution
          plan will be equal to his Aggregate Account.

     (j)  Top-Heavy Group

          Top-Heavy Group means an Aggregation Group in which, as of the
          Determination Date, the Single Sum Benefits of all Key Employees under
          all plans included in the group exceeds 60% of a similar sum
          determined for all Participants.

          Super Top-Heavy Group means an Aggregation Group in which, as of the
          Determination Date, the sum of (1) the Single Sum Benefits of all Key
          Employees under all defined benefit plans included in the group, plus
          (2) the Single Sum Benefit of all Key Employees under all defined
          contribution plans included in the group exceeds 90% of a similar sum
          determined for all Participants.

     (k)  Top-Heavy Plan

          This Plan will be a Top-Heavy Plan for any Plan Year beginning after
          December 31, 1983, in which, as of the Determination Date, the Single
          Sum Benefits of all Key Employees exceed 60% of the Single Sum
          Benefits of all Participants under this Plan.

          This Plan will be a Super Top-Heavy Plan for any Plan Year beginning
          after December 31, 1983, in which, as of the Determination Date, the
          Single Sum Benefits of all Key Employees exceed 90% of the Single Sum
          Benefits of all Participants under this Plan.

          If any Participant is a Non-Key Employee for a given Plan Year, but
          was a Key Employee for any prior Plan Year, the Participant's Single
          Sum Benefit will not be taken into account for purposes of determining
          whether this Plan is a Top-Heavy or Super Top-Heavy Plan (or whether
          any Aggregation Group which includes this Plan is a Top-Heavy or Super
          Top-Heavy Group).

          Effective January 1, 2002, if an individual has performed no services
          for the Employer at any time during the 1-year period ending on the
          Determination Date, any Single Sum Benefit of such individual will not
          be taken into account for purposes of determining whether this Plan is
          a Top-Heavy or Super Top-Heavy Plan (or whether any Aggregation Group
          which includes this Plan is a Top-Heavy Group or Super top-Heavy
          Group.

          If an individual has performed no services for the Employer at any
          time during the 5-year period ending on the Determination Date, any
          Single Sum Benefit of such individual will not be taken into account
          for purposes of determining whether this Plan is a Top-Heavy or Super
          Top-Heavy Plan (or whether any Aggregation Group which includes this
          Plan is a Top-Heavy Group or Super Top-Heavy Group).

1.40 Trust Fund, Trust

     These terms mean the total cash, securities, real property, insurance
     contracts and any other property held by the Trustee.

1.41 Trustee

     Trustee means Fidelity Management Trust Company or any successor Trustee.

                                      -17-
<PAGE>

1.42 Vested Percentage

     A Participant's Vested Percentage as of a given date will be that
     percentage determined in accordance with the Vesting Schedule.
     Notwithstanding the preceding, a Participant will be 100% vested upon
     reaching his Normal Retirement Age.

1.43 Vesting Schedule

     A Participant shall be fully vested at all times in amounts credited to the
     Participant's Employee Account, Pre-401(k) Account, Rollover Account and
     certain Employee Stock Ownership Accounts into which PAYSOP accounts were
     merged on August 1, 1996. In addition, the Participant also shall be
     entitled to receive a Nonforfeitable percentage of the balance credited to
     the Company Matching Account and Employee Stock Ownership Account,
     determined under the following vesting schedule:

                                                       Nonforfeitable
                  Years of Service                     Percentage

                  Less than 3 years                    0%
                  At least 3 years                     100%

     Notwithstanding the foregoing, the following vesting schedule shall apply
     to Participants' Employee Stock Ownership Accounts merged hereunder as of
     January 1, 1997, but only with respect to Participants who are credited
     with an Hour of Service on or after January 1, 1997:

                                                       Nonforfeitable
                  Years of Service                     Percentage

                  Less than 1 year                     0%
                  At least 1 but less than 2 years     10%
                  At least 2 but less than 3 years     25%
                  At least 3 years                     100%

1.44 Written Resolution

     The terms Written Resolution and Written Consent are used interchangeably
     and reflect decisions, authorizations, etc. by the Employer. A Written
     Resolution will be evidenced by a resolution of the Board of Directors of
     the Employer.

1.45 Year of Service

     (a)  Years of Service.

          Years of Service are determined using the Elapsed Time Method as
          specified in this Section.

          (1)  Elapsed Time Method. The Elapsed Time Method shall be used to
               compute Years of Eligibility Service and Years of Vesting Service
               for all Regular Employees.

               Under the Elapsed Time Method, Years of Service are based upon an
               Employee's Elapsed Time of employment irrespective of the number
               of hours actually worked during such period; a Year of Service
               (including a fraction thereof) will be credited for each
               completed 365 days of Elapsed Time which need not be consecutive.
               The following terms are used in determining Years of Service
               under the Elapsed Time Method:

               .    Date of Severance (Termination) - means the earlier of (A)
                    the actual date an Employee resigns, is discharged, dies or
                    retires, or (B) the first anniversary of the

                                      -18-
<PAGE>

                    date an Employee is absent from work (with or without pay)
                    for any other reason, e.g., disability, vacation, leave of
                    absence, layoff, etc.

               .    Elapsed Time - means the total period of service which has
                    elapsed between a Participant's Employment Commencement Date
                    and Date of Termination including Periods of Severance where
                    a One Year Break-in-Service does not occur.

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

               .    One Year Break-in-Service - means any 365-day period
                    following an Employee's Date of Termination as defined above
                    in which the Employee does not have at least one Hour of
                    Service.

               .    Period of Severance - is the time between the actual Date of
                    Severance as defined above and the subsequent date, if any,
                    on which the Employee performs an Hour of Service.

               All periods of employment will be aggregated including Periods of
               Severance unless there is a One Year Break-in-Service.

          Years of Eligibility Service for purposes of determining eligibility
          to participate in the Plan and Years of Vesting Service for purposes
          of determining a Participant's Vested Percentage include service with
          any organization which is a Related Employer with respect to the
          Employer.

     (b)  For Eligibility Purposes.

          Effective January 1, 1998, all Regular Employees who have completed at
          least one (1) hour of service shall be eligible to participate in the
          Plan.

     (c)  For Vesting Purposes

          Years of Service for purposes of computing a Participant's Vested
          Percentage are referred to as Years of Vesting Service and are
          determined using the Elapsed Time Method. For purposes of determining
          an Employee's Years of Vesting Service, an Employee shall receive
          credit for the aggregate of all time periods commencing on an
          Employee's Employment Commencement Date, including the Re-Employment
          Commencement Date, and ending on the date a Break-in-Service begins.
          An Employee also shall receive credit for any Period of Severance of
          less than 365 days. A Year of Vesting Service (including a fraction
          thereof) will be credited for each completed 365 days of Elapsed Time
          which need not be consecutive. In computing an Employee's Years of
          Vesting Service, the following rules shall apply:

          (i)   Service shall be disregarded in computing a Participant's Years
                of Vesting Service under the Plan for Plan Years beginning prior
                to March 1, 1985, for which the Employee was eligible to make
                basic contributions (after-tax contributions) but declined to
                make any such contributions to the Plan, if such period occurred
                prior to his initial date of participation in the Plan.

          (ii)  Service shall be disregarded in computing a Participant's Years
                of Vesting Service for Plan Years beginning on or after March 1,
                1985, but before October 1, 1993, for which the Employee was
                eligible to direct the Employer to make Salary Deferral
                Contributions on his behalf but declined to direct the Employer
                to make any such contributions to the Plan; and if such period
                occurred prior to his initial date of participation in the Plan.

          (iii) Service prior to July 1, 1974, shall be disregarded in computing
                a Participant's Years of Vesting Service.

                                      -19-
<PAGE>

     (d)  Related Employers

          Years of Eligibility Service for purposes of determining eligibility
          to participate in the Plan and Years of Vesting Service for purposes
          of determining a Participant's Vested Percentage include service with
          any organization which is a Related Employer with respect to the
          Employer.

     (e)  Loss of Service

          If a Participant who is zero percent (0%) vested terminates employment
          and incurs at least 5 consecutive One Year Breaks-in-Service, he or
          she will lose all prior Eligibility Service and Vesting Service.

     (f)  Change in Computation Method

          With respect to the Employee Stock Ownership Plan Accounts merged
          hereunder, for purposes of determining a Participant's Years of
          Vesting Service in those Accounts as of December 31, 1996, the method
          used to calculate Years of Vesting Service shall be the method
          described in Section 2.14 of the First Mississippi Corporation
          Employee Stock Ownership Plan prior to August 1, 1996, or in this
          Section 1.45, whichever will result in the higher vested percentage.

                                    ARTICLE 2

                                  PARTICIPATION

2.01 Participation

     Effective January 1, 1998, all Regular Employees are eligible to
     participate in the Plan on the Regular Employee's Employment Commencement
     Date.

     Employees not eligible to participate in the Plan are:

     .    Collective Bargaining Employees. Each Employee who is a member of a
          collective bargaining unit shall not be eligible to participate in
          this Plan unless the collective bargaining agreement provides
          otherwise. An Employee is a member of a collective bargaining unit if
          the Employee is included in a unit of Employees covered by an
          agreement which the Secretary of Labor finds to be a collective
          bargaining agreement between Employee representatives and one or more
          employers if there is evidence that retirement benefits were the
          subject of good faith bargaining between the Employee representatives
          and the employer or employers. The term "Employee representatives"
          does not include an organization of which more than one-half (1/2) the
          members are owners, officers, or executives of the Employer.

     .    Leased Employees.

     An Employee who is otherwise eligible to participate may irrevocably elect
     not to participate in the Plan. Any election under this paragraph must be
     in writing and according to guidelines established by the Plan
     Administrator.

2.02 Participant Re-Entry

     If the employment of a Participant is terminated and the Participant
     subsequently is re-employed, the re-employed Employee shall become a
     Participant on the Re-employment Commencement Date. If an Employee becomes
     eligible but terminates employment prior to the first Entry Date, and the
     Employee is later re-employed, the Employee shall become a Participant on
     the Re-employment Commencement Date.

                                      -20-
<PAGE>

2.03 Participation After Re-employment

     An Employee who has satisfied all of the eligibility requirements but
     terminates employment prior to his Entry Date will participate in the Plan
     immediately upon returning to the employ of the Employer.

     A Participant or Former Participant who has terminated employment will
     participate as an Active Participant in the Plan immediately upon returning
     to the employ of the Employer.

     An Employee who terminates employment prior to satisfying the eligibility
     requirements of Section 2.01 and is subsequently re-employed shall become a
     Participant after meeting the eligibility requirements of Section 2.01, but
     shall be credited for Service retroactively to the Re-employment
     Commencement Date for purposes of eligibility and vesting.

2.04 Change in Employment Classification

     If a Participant is no longer a member of an eligible class of Employees
     and becomes ineligible to participate but has not incurred a
     Break-in-Service, such Employee will participate immediately upon returning
     to an eligible class of Employees. If a Participant incurs a
     Break-in-Service, eligibility will be determined under the Break-in-Service
     rules of Section 1.27.

     In the event an Employee who is not a member of an Eligible Employee
     Classification becomes a member of such a classification, such Employee
     will begin to participate immediately if he has satisfied the eligibility
     requirements which are specified in Section 2.01.

2.05 Portability

     In the event an individual is transferred to or from employment covered by
     this Plan from or to employment covered by another plan. The provisions of
     this Section 2.05 shall control in situations where the provisions of this
     Section 2.05 are in conflict with any other Section or Sections of the
     Plan.

     In the event that an individual is transferred from employment covered by a
     plan sponsored by a Portability Group Member to employment covered by this
     Plan, employment of such individual which is counted for eligibility,
     vesting, and/or benefit accrual under the other plan may be counted as
     Service for the same purpose under this Plan if provided for by the
     acquisition, merger, and/or adoption agreement. Provided, however, that
     participation in this Plan shall not commence prior to the date on which
     the transfer takes place.

     In the event that an individual is transferred from employment covered by
     this Plan to employment covered by a plan sponsored by a Portability Group
     Member, employment of such individual which is counted for vesting purposes
     under the other plan may be counted as Service for vesting purposes under
     this Plan. The individual's Accounts in the Plan shall be maintained on an
     inactive basis and will continue to share in the allocation of investment
     earnings pursuant to Section 4.02 hereof. Except as otherwise provided in
     this paragraph, such individual will not share in the allocation of Company
     Matching Contributions or Forfeitures under this Plan after the date of his
     transfer to employment covered by a Portability Group Member. In the Plan
     Year in which such transfer occurs, such individual shall be entitled to
     share in the Company Matching Contributions or Forfeitures under the
     Portability Group Member's plan.

                                      -21-
<PAGE>

                                   ARTICLE 3

                              PARTICIPANT ACCOUNTS

3.01 Employee Account

     Employee Account means the Account of a Participant reflecting applicable
     contributions, investment income or loss allocated thereto and
     distributions. A Participant's Employee Account is 100% vested at all
     times.

     (a)  Employee Contributions

          (1)  Amount of Contribution

               Each Participant may elect to make an Employee Contribution each
               Contribution Period not to exceed 15% of the Participant's
               Compensation. Such contribution will be designated as a
               percentage of Compensation and will be equal to an even multiple
               of 1% or such other amount as allowed by the Plan Administrator.
               The Employer shall contribute to the Trust Fund the amount of
               each Participant's Employee Contribution which shall be treated
               as Employer Elective Contributions and credited to that
               Participant's Employee Account.

          (2)  Contribution Period

               The Contribution Period is each month.

          (3)  Method of Contribution

               All Employee Contributions will be made pursuant to a Payroll
               Withholding Agreement in accordance with Section 1.29.

          (4)  Limitations on Contributions

               (i)  Amount

                    A Participant may elect to defer Compensation only in an
                    amount which the Participant otherwise could elect to
                    receive in cash and which is currently available to the
                    Participant. Compensation is not currently available to the
                    Participant if the Participant is not eligible to receive it
                    at the time of the contribution election.

               (ii) Nondiscrimination Requirements

                    All Employee Contributions are Elective Contributions within
                    the meaning of Section 4.05(a)(8) and must satisfy the
                    Nondiscrimination Requirements of Section 4.05(a)(5) and
                    (7).

               (iii) Excess Deferrals

                    The maximum amount of Employee Contribution which can be
                    made under the Plan on behalf of any Participant during any
                    calendar year will be limited to that amount which would not
                    constitute an Excess Deferral as defined in Section
                    4.05(a)(14). The Plan Administrator will distribute any
                    Excess Deferral, together with the income allocable to it,
                    to the Participant no later than April 15 of the calendar
                    year immediately following the year of the Excess Deferral.
                    If a

                                      -22-
<PAGE>

                    Participant notifies the Plan Administrator before March 1
                    of any calendar year that Excess Deferrals have been made on
                    his Account for the previous calendar year by reason of
                    participation in a Cash or Deferred Arrangement maintained
                    by another employer or employers, and if the Participant
                    requests that the Plan Administrator distribute a specific
                    amount to him on account of Excess Deferrals and certifies
                    that the requested amount is an Excess Deferral, the Plan
                    Administrator will designate the amount requested together
                    with the income allocable to it as a distribution of Excess
                    deferrals and distribute such amount no later than April 15
                    of that calendar year. The amount of Excess Deferrals to be
                    distributed will be reduced by any Excess Contributions
                    previously distributed or recharacterized with respect to
                    the Plan Year beginning with or within the calendar year.
                    The amount of income allocable to the Excess Deferral will
                    be determined as described in Section 4.05(f).

          (5)  Timing of Deposits

               The Employer will deposit all Employee Contributions on the
               earliest date on which such contributions can reasonably be
               segregated from the Employer's general assets. Employer Elective
               Contributions accumulated through payroll deductions shall be
               paid to the Trustee with reasonable promptness and not later than
               fifteen (15) business days after the end of the month in which
               payroll deductions were made.

     (b)  Withdrawals Before Separation From Service

          (1)  Restrictions on Distributions

               No distribution may be made from the Participant's Employee
               Account or any account comprised of Matching Contributions or
               Nonelective Contributions which are treated as Elective
               Contributions in accordance with the provisions of Section
               4.05(h) except under one of the following circumstances:

               .    the Participant's retirement, death, disability or
                    termination of employment;

               .    the Participant's attaining of age 59 1/2;

               .    the avoidance or alleviation of a Financial Hardship;

               .    the termination of this Plan without the establishment of a
                    successor plan within the meaning of Treasury Regulation
                    Section 1.401(k)-1(d)(3);

               .    the sale or other disposition by the Employer of at least 85
                    percent of the assets used by the Employer in a trade or
                    business to an unrelated corporation which does not maintain
                    the plan, but only if the Participant continues employment
                    with the corporation acquiring the assets and only if the
                    Employer continues to maintain this Plan; or

               .    the sale or other disposition by the Employer of its
                    interest in a subsidiary to an unrelated entity which does
                    not maintain the plan, but only if the Participant continues
                    employment with the subsidiary and only if the Employer
                    continues to maintain this Plan.

               This paragraph does not apply to distributions of Excess
               Deferrals, Excess Contributions, or excess Annual Additions.

               Effective January 1, 2002, a Participant's Employee
               Contributions, and any other contributions treated as elective
               deferrals, and earnings attributable to these contributions shall
               be distributed on account of the Participant's severance from
               employment, as

                                      -23-
<PAGE>

               defined in the Code or by Internal Revenue Service guidance.
               However, such a distribution shall be subject to the other
               applicable provisions of the Plan regarding distributions, other
               than provisions that require a separation from service before
               such amounts may be distributed.

          (2)  Financial Hardship Withdrawals

               A Participant may file with the Plan Administrator a written
               request to withdraw, in order to avoid or alleviate a Financial
               Hardship, any amount not to exceed that portion of his Employee
               Account which represents the sum of

               .    his total Employee Contributions made after 1988, and

               .    his total Employee Contributions made before 1989 together
                    with the income earned before 1989 which is allocable to
                    those Contributions.

               The Plan Administrator will allow Financial Hardship withdrawals
               only if they are necessary to satisfy a Participant's immediate
               and heavy financial need.

               (i)  Immediate and Heavy Financial Need Defined

                    A withdrawal will be deemed to be made due to an immediate
                    and heavy financial need of the Participant if it is made
                    because of:

                    .    Expenses for medical care described in Code Section
                         213(d) previously incurred by the Participant, his
                         spouse or any of his dependents (as defined in Code
                         Section 152) or necessary for these persons to obtain
                         medical care described in Code Section 213(d);

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

                    .    Payment of tuition or educational fees for the next 12
                         months of post-secondary education for the Participant,
                         his spouse, children or dependents (as defined in Code
                         Section 152);

                    .    Prevention of the eviction of the Participant from his
                         principal residence or foreclosure on the mortgage of
                         the Participant's principal residence.

               (ii) Maximum Withdrawal Amount

                    No withdrawal may exceed the amount necessary to satisfy the
                    Participant's immediate and heavy financial need. However,
                    the amount of an immediate and heavy financial need may
                    include any amounts necessary to pay any federal, state or
                    local income taxes or penalties reasonably anticipated to
                    result from the distribution. The Plan Administrator will
                    allow the withdrawal if it determines, after a full review
                    of the Participant's written request and evidence presented
                    by the Participant showing immediate and heavy financial
                    need as well as the Participant's lack of other reasonably
                    available resources, that the withdrawal is necessary to
                    satisfy the need. No withdrawal will be treated as necessary
                    to the extent it can be satisfied from other resources which
                    are reasonably available to the Participant, including those
                    of the Participant's spouse and minor children. A withdrawal
                    will be treated as necessary to the extent the Participant
                    demonstrates to the satisfaction of the Plan Administrator
                    that the need cannot be relieved by any of the following:

                                      -24-
<PAGE>

                    .    Reimbursement or compensation by insurance or
                         otherwise;

                    .    Reasonable liquidation of assets to the extent the
                         liquidation would not itself cause an immediate and
                         heavy financial need;

                    .    Cessation of Employee Contributions or Employee
                         After-tax Contributions (as defined in Section 4.05(a))
                         or both under any plan maintained by any employer;

                    .    Other distributions or nontaxable (at the time of the
                         loan) loans from plans maintained by any employer;

                    .    Borrowing from commercial sources on reasonable
                         commercial terms.

                    Unless the Plan Administrator has evidence to the contrary,
                    it may rely upon the Participant's written representation
                    that the need cannot be relieved by any of the foregoing.

              (iii) Safe Harbor

                    The Plan Administrator will not allow any withdrawal until
                    the Participant has obtained all distributions, other than
                    hardship distributions, and all nontaxable loans currently
                    available to the Participant under all plans maintained by
                    the Employer. Effective January 1, 2002, upon the withdrawal
                    of any portion of a Participant's Employee Account, the
                    Participant will become ineligible for any Elective
                    Contribution to this Plan or any other plan maintained by
                    the Employer, or to make any contribution to this Plan or
                    any other plan maintained by the Employer until the first
                    day of the first payroll period which begins not less than 6
                    months following the date of withdrawal. A Participant who
                    receives a distribution of amounts in the Participant's
                    Employee Account in the calendar year 2001 on account of
                    hardship shall be prohibited from making Elective
                    Contribution to this Plan or any other plan maintained by
                    the Employer for 6 months after receipt of the distribution
                    or until January 1, 2002, if later. For this purpose the
                    phrase "any other plan maintained by the Employer" means all
                    qualified and nonqualified plans of deferred compensation
                    maintained by the Employer. The phrase includes stock
                    option, stock purchase, or similar plans, or a cash or
                    deferred arrangement that is part of a cafeteria plan within
                    the meaning of Code Section 125. It does not include the
                    mandatory employee contribution portion of a defined benefit
                    plan, nor does it include a health or welfare benefit plan
                    (including one that is part of a cafeteria plan within the
                    meaning of Code Section 125). Furthermore, the maximum
                    amount of Employee Contributions which can be made under the
                    Plan on behalf of any Participant during the calendar year
                    which follows the calendar year in which the withdrawal was
                    made will be limited to the amount which would not be
                    treated as an Excess Deferral for that year reduced by the
                    amount of Employee Contributions made on behalf of the
                    Participant in the calendar year of withdrawal."

3.02 Pre 401(k) Account

     Pre 401(k) Account means the Account of a Participant reflecting applicable
     contributions, investment income or loss allocated thereto and
     distributions. A Participant's Pre 401(k) Account is 100% vested at all
     times.

                                      -25-
<PAGE>

     (a)  Pre 401(k) Contributions

          The Pre 401(k) Account (previously referred to as the Employee
          Nondeferred Account) is a frozen account, effective March 1, 1985,
          consisting of Employee After-tax contributions plus accumulated
          earnings. The Plan will neither permit nor accept Employee After-tax
          contributions.

     (b)  Withdrawals Before Separation From Service

          A Participant may withdraw all or any portion of his Pre 401(k)
          Account at any time and from time to time subject to the limitations
          of this Section. Each withdrawal at the time it is paid shall be
          charged to the Pre 401(k) Account of the withdrawing Participant.
          Total withdrawals under this Section may be limited to the lesser of
          the aggregate amount of Employee After-tax contributions made by the
          Participant or the market value of the Pre 401(k) Account of the
          Participant on the date of withdrawal. Any amounts in a Pre 401(k)
          Account in excess of the aggregate Employee After-tax contributions
          made to the account shall remain fully vested and Nonforfeitable and
          shall be distributed according to the option selected under Section
          5.05 when the Participant separates from service. A distribution of
          Employee After-tax contributions must comply with the survivor annuity
          requirements described in Sections 1.32 and 5.05.

3.03 Company Matching Account

     Company Matching Account means the Account of a Participant reflecting
     applicable contributions, forfeitures, investment income or loss allocated
     thereto and distributions. The Company Matching Account is divided into
     sub-accounts: (1) the Company Stock Sub-Account and (2) the Other
     Investments Sub-Account. The Company Stock Sub-Account holds a
     Participant's total interest in the Trust Fund attributable to the
     Participant's portion of the Company Matching Contribution made or invested
     in Company Stock. The Other Investments Sub-Account holds a Participant's
     total interest in the Trust Fund attributable to the Participant's portion
     of the Company Matching Contribution made in cash and invested in assets
     other than Company Stock. A Participant's Company Matching Account is
     subject to the Vesting Schedule.

     (a)  Company Matching Contributions

          For each Contribution Period, the Employer will make a Company
          Matching Contribution to each Eligible Participant's Company Matching
          Account in an amount which is determined in accordance with this
          Section subject to the limitations of Article 7.

          (1)  Eligible Participants

               All Participants who are employed by the Employer during the
               Contribution Period and who have elected to make an Employee
               Contribution for the Contribution Period are eligible to share in
               the allocation of the Company Matching Contribution for the
               Contribution Period.

          (2)  Contribution Period

               The Contribution Period for Company Matching Contributions is
               each month.

          (3)  Amount of Company Matching Contribution

               The amount of the Company Matching Contribution to be made to an
               Eligible Participant's Company Matching Account is equal to 100%
               of that portion of the Participant's Employee Contribution which
               is not in excess of 4% of the Participant's annual Compensation.
               The Company Matching Contribution on behalf of each Participant
               shall be credited to each Participant's Company Matching Account.

                                      -26-
<PAGE>

          (4)  Form of Company Matching Contribution

               The Employer may make its contribution in cash or in Company
               Stock as the Employer may determine from time to time. The
               Employer shall specify in writing at the time a cash contribution
               is made whether such contribution shall be allocated to the
               Company Stock Sub-Account or the Other Investments Sub-Account of
               each Eligible Participant. The Employer may make its contribution
               in the form of Company Stock at the fair market value determined
               at the time of contribution, which shall be invested in the
               Company Stock Sub-Account of each eligible Participant in
               accordance with Section 3.03(a)(3).

          (5)  Limitations

               All Company Matching Contributions are Matching Contributions
               within the meaning of Section 4.05(a) and must satisfy the
               Nondiscrimination Requirements of Section 4.05. The Company
               Matching Contribution for any Plan Year on behalf of a
               Participant shall not exceed the Participant's Annual Additions
               limitation described in Article 7, even if the formula would
               otherwise require a larger contribution.

          (6)  Allocation of Company Matching Contributions

               The Company Matching Contribution shall be allocated to the
               Company Matching Account of each eligible Participant in the same
               ratio that each Participant's Employee Contribution for the
               Contribution Period bears to the total Employee Contributions of
               all Participants for such Contribution Period.

          (7)  Application of Forfeitures

               Forfeitures from a Participant's Company Matching Account may be
               used to pay plan expenses and/or to reduce Company Matching
               Contributions in the Plan Year in which the Forfeitures are
               determined to occur.

               Notwithstanding the above, amounts forfeited from a Participant's
               Company Matching Account prior to July 1, 1996, are added to the
               Thrifters Fund and allocated along with Company Matching
               Contributions on the last day of the Plan Year in which the
               forfeitures are determined to occur.

               Amounts forfeited prior to July 1, 1996, will be allocated by the
               ratio which each Eligible Participant's Compensation bears to the
               total Compensation of all Eligible Participants.

               Notwithstanding the foregoing, the portion of a Participant's
               account attributable to assets other than Company Stock acquired
               with the proceeds of an Acquisition Loan shall be forfeited
               first.

          (8)  Timing of Deposit

               The Employer shall pay to the Trustee the Company Matching
               Contributions at any time and from time to time; except that the
               total Company Matching Contribution for any Plan Year shall be
               paid in full not later than the time prescribed by Code Section
               404(a)(6) to enable the Employer to obtain a deduction on its
               federal income tax return for the Employer's taxable year. The
               total Company Matching Contribution for any Plan Year shall be
               deemed made on the Anniversary Date of that Plan Year.

     (b)  Withdrawals Before Separation from Service

          A Participant must take any withdrawals available to him under Section
          3.02(a) and/or Section 3.04(b) before being eligible to make a Company
          Matching Account withdrawal.

                                      -27-
<PAGE>

          A Participant will be permitted to make a Company Matching Account
          withdrawal if at least one of the following conditions applies:

          (1)  If the Employee has been a Participant for five or more years and
               has a date of participation in the Plan on or before January 1,
               1995;

          (2)  If the Participant has attained age 59 1/2; or

          (3)  On account of a Participant's financial need or hardship as that
               term is defined in Section 3.01(b)(2).

          A Company Matching Account withdrawal will not result in a suspension
          of Company Matching Contributions.

          A Participant who is eligible to make a withdrawal from his Company
          Matching Account may not make a withdrawal from his Company Matching
          Account more frequently than once each Plan Year.

          For the period commencing with the date of execution of this amendment
          and continuing until September 5, 2000, a Participant may elect,
          subject to the limitations below, an in-service withdrawal of the
          shares of stock in Placer Dome Corporation and/or Mississippi Chemical
          Corporation held for the Participant's benefit in the Plan. Such
          election shall be subject to the following:

          (1)  The amount of shares which shall be withdrawn pursuant to such
               election shall be equal to the least of (i) such Participant's
               vested interest in his Company Matching Contributions Account,
               (ii) the amount attributable to Company Matching Contributions
               made prior to July 31, 1998, or (iii) the number of shares in
               Placer Dome Corporation and/or Mississippi Chemical Corporation
               held for the benefit of such Participant;

          (4)  The Participant must complete a written election to withdraw
               and/or elect a Direct Rollover (as herein defined) no later than
               September 5, 2000. Any election for less than the entire amount
               described in (1) above shall be invalid.

          (5)  A Participant shall be limited to electing either an in-kind lump
               sum distribution and/or a direct rollover of such shares subject,
               however, to the limitations otherwise applicable herein.

          (6)  The Trustee shall effect the timely and valid election of a
               Participant as soon as administratively feasible following
               September 5, 2000.

3.04 Employee Stock Ownership Account

     Employee Stock Ownership Account means the Account of a Participant
     reflecting contributions by the Employer in the form of Company Stock,
     forfeitures, investment income or loss allocated thereto and distributions.
     The Employee Stock Ownership Account is divided into sub-accounts: (1) the
     Company Stock Sub-Account and (2) the Other Investments Sub-Account. The
     Company Stock Sub-Account holds a Participant's total interest in the Trust
     Fund attributable to the Participant's portion of the Employee Stock
     Ownership Contribution made or invested in Company Stock. The Other
     Investments Sub-Account holds a Participant's total interest in the Trust
     Fund attributable to the Participant's portion of the Employee Stock
     Ownership Contribution made in cash and invested in assets other than
     Company Stock. A Participant's Employee Stock Ownership Account is subject
     to the Vesting Schedule.

                                      -28-
<PAGE>

     (a)  Employee Stock Ownership Account Contributions

          (1)  Eligible Participant

               A Participant is entitled to share in the allocation of Employee
               Stock Ownership Contributions and Forfeitures, if any, for the
               Plan Year only if he is an Employee on the Anniversary Date of
               the Plan. A Participant who separates from service prior to the
               Anniversary Date of the Plan during the Plan Year for which the
               contribution was made shall not share in an allocation, unless
               separation from Service occurred because of the Participant's
               death, disability or retirement. No Participant, other than one
               who died, became disabled or retired during the Plan Year, shall
               be entitled to have any Employee Stock Ownership Contributions
               allocated to his or her Account, unless the Participant shall be
               employed by the Employer on the Anniversary Date for the Plan
               Year.

               The Plan Administrator will suspend the accrual requirements for
               Includable Employees who are Participants, beginning first with
               the Includable Employee(s) employed with the Employer on the last
               day of the Plan Year, then the Includable Employee(s) who have
               the latest Separation from Service during the Plan Year, and
               continuing to suspend in descending order the accrual
               requirements for each Includable Employee who incurred an earlier
               Separation from Service, from the latest to the earliest
               Separation from Service date, until the Plan satisfies both the
               minimum participation requirements of Code Section 401(a)(26)(A)
               and the minimum coverage requirements of Code Section 410(b)(1)
               for the Plan Year. If two or more Includable Employees have a
               Separation from Service on the same day, the Plan Administrator
               will suspend the accrual requirements for all such Includable
               Employees, irrespective of whether the Plan can satisfy the
               minimum participation requirements of Code Section 401(a)(26)(A)
               and the minimum coverage requirements of Code Section 410(b)(1)
               by accruing benefits for fewer than all such Includable
               Employees. If the Plan suspends the accrual requirements for an
               Includable Employee, that Employee will share in the allocation
               of Employer contributions and Participant Forfeitures, if any,
               without regard to the number of Hours of Service he has earned
               for the Plan Year and without regard to whether he is employed by
               the Employer on the last day of the Plan Year. If the Employer's
               Plan includes Employer matching contributions subject to Code
               Section 401(m), this suspension of accrual requirements applies
               separately to the Code Section 401(m) portion of the Plan, and
               the Plan Administrator will treat an Employee as benefiting under
               that portion of the Plan if the Employee is an Eligible Employee
               for purposes of the nondiscrimination requirements of Code
               Section 401(m)(2)(A). "Includable" Employees are all Employees
               other than: (a) those Employees excluded from participating in
               the Plan for the entire Plan Year by reason of the collective
               bargaining unit exclusion or the nonresident alien exclusion or
               by reason of the participation requirements of Section 2.01 and
               (b) any Employee who incurs a Separation from Service during the
               Plan Year and fails to complete at least 501 Hours of Service for
               the Plan Year.

          (2)  Contribution Period

               The Contribution Period shall be the Plan Year.

          (3)  Amount

               For each Plan Year, the amount of the Employee Stock Ownership
               Contribution to the Trust Fund will equal the amount, if any, the
               Employer may from time to time determine and authorize. Although
               the Employer may contribute to this Plan whether or not it has
               net profits, the Employer intends the merged Plan to be an
               employee stock ownership plan with a cash or deferred arrangement
               for all purposes of the Code. The Employer shall not authorize
               contributions by the Employer at such times or in such amounts
               that the Plan in operation discriminates in favor of Highly
               Compensated Employees. Notwithstanding the

                                      -29-
<PAGE>

               foregoing, the Employee Stock Ownership Contribution for any year
               shall be subject to the limitations of Article 7.

          (4)  Form of Employee Stock Ownership Account Contribution

               The Employer may make its contribution in cash or in Company
               Stock as the Employer may determine from time to time. The
               Employer shall specify in writing at the time a cash contribution
               is made whether such contribution shall be allocated to the
               Company Stock Sub-Account or the Other Investment Sub-Account of
               each Eligible Participant. The Employer may make its contribution
               in the form of Company Stock at the fair market value determined
               at the time of contribution, which shall be invested in the
               Company Stock Sub-Account of each Eligible Participant in
               accordance with Section 3.04(a)(6).

          (5)  Limitations

               The Employee Stock Ownership Contribution for any Plan Year on
               behalf of a Participant shall not exceed the Participant's Annual
               Additions limitation described in Article 7.

          (6)  Allocation of Employee Stock Ownership Account Contribution

               The Employee Stock Ownership Contribution shall be allocated to
               the Employee Stock Ownership Account of each eligible Participant
               in the same ratio that each Participant's Compensation for the
               Plan Year bears to the total Compensation of all such
               Participants for the Plan Year.

          (7)  Application of Forfeitures

               Forfeitures from a Participant's Employee Stock Ownership Account
               will be used to reduce Employee Stock Ownership Contributions in
               the Plan Year in which the Forfeitures are determined to occur.
               To the extent that a Participant's Employee Stock Ownership
               Account holds more than one class of Employer Securities,
               Forfeitures shall be made equally from each class of Employer
               Securities.

               Notwithstanding the foregoing, the portion of a Participant's
               account attributable to assets other than Company Stock acquired
               with the proceeds of an Acquisition Loan shall be forfeited
               first.

          (8)  Timing of Deposit

               The Employer shall pay to the Trustee the Employee Stock
               Ownership Contributions at any time and from time to time; except
               that the total Employee Stock Ownership Contribution for any Plan
               Year shall be paid in full not later than the time prescribed by
               Code Section 404(a)(6) to enable the Employer to obtain a
               deduction on its federal income tax return for the Employer's
               taxable year. The total Employee Stock Ownership Contribution for
               any Plan Year shall be deemed made on the Anniversary Date of
               that Plan Year.

     (b)  Withdrawals Before Separation from Service

          The Plan does not permit withdrawal of Employee Stock Ownership
          Contributions prior to separation from Service, except as permitted
          pursuant to Section 12.02 with respect to diversification.

     (c)  Minimum Allocation for Top-Heavy Plan

          (1)  Minimum Allocation. Notwithstanding the foregoing, for any Plan
               Year in which the Plan is determined to be Top-Heavy, the amount
               of Employee Stock Ownership

                                      -30-
<PAGE>

               Contributions and Forfeitures allocated to the Employee Stock
               Ownership Account of each Non-Key Employee shall be equal to the
               lesser of three percent (3%) of each Non-Key Employee's
               Compensation or the highest contribution rate for the Plan Year
               made on behalf of any Key Employee. However, if a defined benefit
               plan maintained by the Employer which benefits a Key Employee
               depends on this Plan to satisfy the nondiscrimination rules of
               Code Section 401(a)(4) or the coverage rules of Code Section 410
               (or another plan benefiting the Key Employee so depends on the
               defined benefit plan), the top heavy minimum allocation is 3% of
               the Non-Key Employee's Compensation regardless of the
               contribution rate for the Key Employee.

          (2)  Compensation. For purposes of this Section, Compensation means
               Compensation defined in Section 1.11 except (i) Compensation does
               not include Employee Contributions, and (ii) any exclusions from
               Compensation (other than the exclusion of Employee Contributions
               and the exclusions described in clauses (i) through (iv) of
               Section 1.11) do not apply. Notwithstanding the definition of
               Compensation in Section 1.11(v), the period preceding a
               Participant's Entry Date shall be included in determining the
               minimum top-heavy allocation provided by this Section.

          (3)  Contribution Rate. For purposes of this Section, a Participant's
               contribution rate is the sum of employer contributions (not
               including employer contributions to Social Security) and
               Forfeitures allocated to the Participant's Accounts for the Plan
               Year divided by his or her Compensation for the entire Plan Year.
               To determine a Participant's contribution rate, the Plan
               Administrator must treat all qualified top-heavy defined
               contribution plans maintained by the Employer (or by any related
               Employers described in Section 1.35) as a single plan. For
               purposes of this Section, for Plan Years beginning after 1988,
               the following rules apply:

               (i)  Employer Elective Contributions (described in Section 3.01
                    as Employee Contributions) on behalf of Key Employees are
                    taken into account in determining the minimum required
                    contribution under Code Section 416(c)(2). However, Employer
                    Elective Contributions on behalf of Employees other than Key
                    Employees may not be treated as Employer Contributions for
                    the minimum contribution or benefit requirement of Code
                    Section 416.

               (ii) Company Matching Contributions allocated to Key Employees
                    are treated as employer contributions for determining the
                    minimum contribution or benefit under Code Section 416.
                    However, if a plan utilizes Matching Contributions allocated
                    to Employees other than Key Employees as Employee After-Tax
                    Contributions or Elective Contributions to satisfy the
                    minimum contribution requirement, the Matching Contributions
                    are not treated as Matching Contributions for applying the
                    requirements of Code Section 401(k) and 401(m).

               (iii) Effective January 1, 2002, Company Matching Contributions
                    shall be taken into account for purposes of satisfying the
                    minimum contribution requirements of section 416(c)(2) of
                    the Code and the plan. The preceding sentence shall apply
                    with respect to Company Matching Contributions under the
                    Plan or, if the Plan provides that the minimum contribution
                    requirement shall be met in another plan, such other plan.
                    Company Matching Contributions that are used to satisfy the
                    minimum contribution requirements shall be treated as
                    Company Matching Contributions for purposes of the actual
                    contribution percentage test and other requirements of
                    section 401(m) of the Code.

          (4)  Participant Entitled to Top-Heavy Minimum Allocation. The minimum
               allocation under this Section shall be provided to each Non-Key
               Employee who is a Participant and is employed by the Employer on
               the last day of the Plan Year, whether or not the Participant has
               been credited with one thousand (1,000) Hours of Service for the
               Plan Year. The minimum allocation under this Section shall not be
               provided to any

                                      -31-
<PAGE>

               Participant who was not employed by the Employer on the last day
               of the Plan Year. The provisions of this Section shall not apply
               to any Participant to the extent the Participant is covered under
               any other plan or plans of the Employer under which the minimum
               allocation or benefit requirements under Code Section 416(c)(1)
               or (c)(2) are met for the Participant.

          (5)  Compliance. The Plan will satisfy the top-heavy minimum
               allocation under this Section. The Plan Administrator first will
               allocate the Employee Stock Ownership Contributions (and
               Forfeitures, if any) for the Plan Year pursuant to the allocation
               formula under Section 3.04(a)(6). The Employer then will
               contribute an additional amount for the Employee Stock Ownership
               Account of any Participant entitled under this Section to a
               top-heavy minimum allocation and whose contribution rate for the
               Plan Year, under this Plan and any other plan aggregated under
               this Section, is less than the top-heavy minimum allocation. The
               additional amount is the amount necessary to increase the
               Participant's contribution rate to the top-heavy minimum
               allocation. The Plan Administrator will allocate the additional
               contribution to the Account of the Participant on whose behalf
               the Employer makes the contribution.

3.05 Rollover Contributions

     (a)  Eligible Employee

          Each Employee who is a member of an Eligible Employee Classification,
          regardless of whether he is a Participant in the Plan, will have the
          right to make a Rollover Contribution of cash (or other property of a
          form acceptable to the Plan Administrator and the Trustee in
          accordance with the Employer's written policy regarding Rollover
          Contributions) into the Plan from another qualified plan. If the
          Employee is not a Participant hereunder, his Rollover Account will
          constitute his entire interest in the Plan. In no event will the
          existence of a Rollover Account entitle the Employee to participate in
          any other benefit provided by the Plan.

          If specifically provided for in a Written Resolution, Rollover
          Contribution will also mean the amount of assets transferred, pursuant
          to Section 10.05, to this Plan from another plan which is qualified
          under Code Sections 401(a) and 501(a).

          The amount received by the Trustee as a Rollover Contribution shall be
          credited to the Participant's Rollover Account. A Participant's
          Rollover Contribution shall not be forfeitable nor reduce in any way
          the obligations of the Employer under the Plan.

     (b)  Withdrawals

          A Participant may withdraw all or any portion of his Rollover Account
          at any time subject to the limitations of Sections 1.34 and 5.05.

                                   ARTICLE 4

                            ACCOUNTING AND VALUATION

4.01 General Powers of the Plan Administrator

     The Plan Administrator will have the power to establish rules and
     guidelines, which will be applied on a uniform and non-discriminatory
     basis, as it deems necessary, desirable or appropriate with regard to
     accounting procedures and to the timing and method of contributions to
     and/or withdrawals from the Plan.

4.02 Valuation Procedure

     (a)  Accounts other than Employee Stock Ownership Accounts

                                      -32-
<PAGE>

          As of the end of each Accounting Period on the Accounting Date, the
          Plan Administrator will determine the fair market value of each
          Specific Investment Fund being administered by the Trustee. To
          determine the gain or loss of the Accounts in each Specific Investment
          Fund, the Plan Administrator will first calculate the change in value
          of each Specific Investment Fund between the current Accounting Period
          and the last preceding Accounting Period. The net gain or loss in each
          Specific Investment Fund will be allocated to the accounts of those
          Participants who are participating in each Specific Investment Fund on
          the Accounting Date. The Plan Administrator will then charge to the
          prior account balances all previously uncharged payments or
          distributions made from the Accounts since the last preceding
          Accounting Period. Finally, the Plan Administrator will allocate and
          credit Employer Contributions that are to be allocated and credited as
          of that date in accordance with Article 3.

     (b)  Employee Stock Ownership Accounts

          As of each Anniversary Date, any cash dividends paid on shares of
          Company Stock allocated to Participants' Company Stock Sub-Accounts
          will, as directed by the Plan Administrator, (a) be invested in
          Company Stock through any dividend reinvestment plan maintained by the
          Employer, (b) invested by the Trustee in Company Stock as soon as
          practical after receipt, or (c) allocated to the Other Investment
          Sub-Account of such Participants; provided, however, that any cash
          dividends which are currently distributed to Participants under
          Article 12 shall not be so allocated.

          Cash dividends on shares of Company Stock in the suspense account
          shall be used to make payments on an Acquisition Loan. The shares of
          Company Stock released from the suspense account as a result of such
          payment shall be allocated in the manner described in Section 12.01.

          Any stock dividends received on Company Stock shall be credited to the
          Account (including the suspense account) to which such Company Stock
          was allocated.

          Notwithstanding the foregoing, an independent appraiser meeting
          requirements similar to those prescribed by the applicable Treasury
          regulations or Code Section 170(a)(1) must perform all valuations of
          Company Stock not readily tradeable on an established securities
          market.

4.03 Specific Investment Funds

     (a)  The Plan Administrator will select the Investment Funds available
          under the Plan in a separate written Investment Policy. The Plan
          Administrator shall maintain such Investment Funds in accordance with
          the Employer's written Investment Policy. Such Investment Funds shall
          be communicated to Participants in writing.

          All Accounts, other than Company Stock Sub-Accounts, shall be
          allocated by the Plan Administrator to the Plan's Investment Funds
          specified in a separate written Investment Policy. Dividends, interest
          and other distributions shall be reinvested in the same Specific
          Investment Fund from which received.

          Except as provided hereafter in this Section, the assets of each such
          Specific Investment Fund shall be invested exclusively in shares of
          the registered investment company designated by the Board, provided
          that such shares constitute securities described in ERISA Section
          401(b)(1). Amounts in any such Specific Investment Fund in amounts
          estimated by the Trustee to be needed for cash withdrawals, or in
          amounts too small to be reasonably invested, or in amounts which the
          Trustee deems to be in the best interest of the Participants, may be
          retained by the Trustee in cash or invested temporarily.

                                      -33-
<PAGE>

4.04 Participant Direction of Investment

     (a)  Application of this Section

          Subject to the provisions of this Section, each Participant will have
          the right to direct the investment of all of his or her Accounts,
          other than his or her Employee Stock Ownership Account, among the
          Investment Funds which are made available by the Plan Administrator.
          The Employee Stock Ownership Account may not be reinvested in other
          investment options until the Participant qualifies for diversification
          under the provisions of Section 12.02.

     (b)  General Powers of the Trustee

          The Trustee will have the power to establish rules and guidelines as
          it deems necessary, desirable or appropriate with regard to the
          directed investment of contributions in accordance with this Section.
          Such rules and guidelines are intended to comply with Section 404(c)
          of ERISA and the regulations thereunder. Included in such powers, but
          not by way of limitation, are the following powers and rights:

          (1)  To temporarily invest those contributions which are pending
               directed investment in a Specific Investment Fund, in the General
               Investment Fund or in some other manner as determined by the
               Trustee.

          (2)  To establish rules with regard to the transfer of all or any part
               of the balance of an Account or Accounts of a given Participant
               from one Investment Fund to another.

          (3)  To maintain any part of the assets of any Investment Fund in
               cash, or in demand or short-term time deposits bearing a
               reasonable rate of interest, or in a short-term investment fund
               that provides for the collective investment of cash balances or
               in other cash equivalents having ready marketability, including,
               but not limited to, U.S. Treasury Bills, commercial paper,
               certificates of deposit, and similar types of short-term
               securities, as may be deemed necessary by the Trustee in its sole
               discretion.

          The Trustee will not be liable for any loss that results from a
          Participant's exercise of control over the investment of the
          Participant's Accounts. If the Participant fails to provide adequate
          directions, the Plan Administrator will direct the investment of the
          Participant's Account. The Trustee will have no duty to review or make
          recommendations regarding a Participant's investment directions.

     (c)  Accounting

          The Plan Administrator will maintain a set of accounts for each
          Investment Fund. The accounts of the Plan Administrator for each
          Investment Fund will indicate separately the dollar amounts of all
          contributions made to such Investment Fund by or on behalf of each
          Participant from time to time. The Plan Administrator will compute the
          net income from investments; net profits or losses arising from the
          sale, exchange, redemption, or other disposition of assets, and the
          pro rata share attributable to each Investment Fund of the expenses of
          the administration of the Plan and Trust and will debit or credit, as
          the case may be, such income, profits or losses, and expenses to the
          unsegregated balance in each Investment Fund from time to time. To the
          extent that the expenses of the administration of the Plan and Trust
          are not directly attributable to a given Investment Fund, such
          expenses, as of a given Accounting Date, will be prorated among each
          Investment Fund; such allocation of expenses will, in general, be
          performed in accordance with the guidelines which are specified in
          this Article.

     (d)  Future Contributions

          Each Participant who chooses to participate in the Plan will elect the
          percentage of those contributions (which are subject to Participant
          direction of investment) which is to be deposited to each available
          Investment Fund. Such election will be in effect until modified. If
          any Participant fails to make an election by the appropriate date, he
          will be deemed to have elected an Investment

                                      -34-
<PAGE>

          Fund(s) as determined by the Plan Administrator. Elections will be
          limited to multiples of one percent (or such other reasonable
          increments as determined by the Plan Administrator).

     (e)  Change in Investment of Past Contributions

          A Participant may file an election with the Plan Administrator to
          shift the aggregate amount or reasonable increments (as determined by
          the Plan Administrator) of the balance of his existing Account or
          Accounts which are subject to Participant direction of investment
          among the various Investment Funds at any time. Elections will be
          limited to multiples of one percent (or such other reasonable
          increments as determined by the Plan Administrator).

     (f)  Changes in Investment Elections

          Elections with respect to future contributions and/or with respect to
          changes in the investment of past contributions will be made in
          writing on a form provided by the Plan Administrator, except that each
          Participant may authorize the Plan Administrator in writing on an
          authorization form provided by the Plan Administrator to accept such
          directions as may be made by the Participant by use of a telephone
          voice response system maintained for such purpose.

          The Plan Administrator may establish additional rules and procedures
          with respect to investment election changes including, for example,
          the number of allowed changes per specified period, the amount of
          reasonable fee, if any, which will be charged to the Participant for
          making a change, specified dates or cutoff dates for making a change,
          etc.

     (g)  Addition and Deletion of Specific Investment Funds

          Specific Investment Funds may be made available from time to time by
          the Trustee. Specific Investment Funds, as are from time to time made
          available by the Trustee, may be deleted or added from time to time by
          the Plan Administrator. The Plan Administrator will establish
          guidelines for the proper administration of affected Accounts when a
          Specific Investment Fund is added or deleted.

4.05 Nondiscrimination Requirements

     (a)  Definitions Applicable to the Nondiscrimination Requirements

          The following definitions apply to this Section:

          (1)  Aggregate Limit.

               With respect to a given Plan Year, Aggregate Limit means the
               greater of the sum of [(A) + (B)] or the sum of [(C) + (D)]
               where:

               (A)  is equal to 125% of the greater of DP or CP;

               (B)  is equal to 2 percentage points plus the lesser of DP or CP,
                    not to exceed 2 times the lesser of DP or CP;

               (C)  is equal to 125% of the lesser of DP or CP;

               (D)  is equal to 2 percentage points plus the greater of DP or
                    CP, not to exceed 2 times the greater of DP or CP;

               DP   represents the Deferral Percentage for the Non-highly
                    Compensated Group eligible under the Cash or Deferred
                    Arrangement for the Plan Year; and

                                      -35-
<PAGE>

               CP   represents the Contribution Percentage for the Non-highly
                    Compensated Group eligible under the plan providing for the
                    Employee After-tax Contributions or Employer Matching
                    Contributions for the Plan Year beginning with or within the
                    Plan Year of the Cash or Deferred Arrangement.

          (2)  Cash or Deferred Arrangement (CODA).

               A Cash or Deferred Election is any election (or modification of
               an earlier election) by an Employee to have the Employer either:

               .    provide an amount to the Employee in the form of cash or
                    some other taxable benefit that is not currently available,
                    or

               .    contribute an amount to the Plan (or provide an accrual or
                    other benefit) thereby deferring receipt of Compensation.

               A Cash or Deferred Election will only be made with respect to an
               amount that is not currently available to the Employee on the
               date of election. Further, a Cash or Deferred Election will only
               be made with respect to amounts that would have (but for the Cash
               or Deferred Election) become currently available after the later
               of the date on which the Employer adopts the Cash or Deferred
               Arrangement or the date on which the arrangement first becomes
               effective.

               A Cash or Deferred Election does not include a one-time
               irrevocable election upon the Employee's commencement of
               employment or first becoming an Eligible Employee.

          (3)  Compensation

               For purposes of this Section, Compensation means Compensation as
               defined in Section 1.11. Compensation in excess of the Statutory
               Compensation Limit is disregarded.

               The period used to determine an Employee's Compensation for a
               Plan Year may be limited to that portion of the Plan Year in
               which the Employee was an Eligible Employee, provided that this
               method is applied uniformly to all Eligible Employees under the
               Plan for the Plan Year.

          (4)  Contribution Percentage

               Contribution Percentage means, for any specified group, the
               average of the ratios calculated (to the nearest one-hundredth of
               one percent) separately for each Participant in the group, of the
               amount of Employee After-tax Contributions and Matching
               Contributions which are made by or on behalf of each Participant
               for a Plan Year to each Participant's Compensation for the Plan
               Year.

               For purposes of determining the Contribution Percentage, each
               Employee who is eligible under the terms of the Plan to make or
               to have contributions made on his behalf is treated as a
               Participant. The Contribution Percentage of an eligible Employee
               who makes no Employee After-tax Contribution and receives no
               Matching Contribution is zero.

               The Contribution Percentage of a Participant who is a Highly
               Compensated Employee for the Plan Year and who is eligible to
               make Employee After-tax Contributions or receive an allocation of
               Matching Contributions (including Elective Contributions and
               Nonelective Contributions which are treated as Employee or
               Matching Contributions for purposes of the Contribution
               Percentage Test) allocated to his accounts under two or more
               plans which are sponsored by the Employer will be determined as
               if the Employee After-tax and Matching Contributions were made
               under a single plan. For purposes of this paragraph, if a Highly
               Compensated Employee participates in two or more such plans which
               have different Plan

                                      -36-
<PAGE>

               Years, all plans ending with or within the same calendar year
               will be treated as a single plan.

          (5)  Contribution Percentage Test

               The Contribution Percentage Test is a test applied on a Plan Year
               basis to determine whether a plan meets the requirements of Code
               Section 401(m).

               In each of the following tests, the Contribution Percentage for
               the Highly Compensated Group for a Plan Year is compared with the
               Contribution Percentage for the Non-highly Compensated Group for
               the preceding Plan Year.

               In the case of the first Plan Year of the Plan (if this is not a
               successor plan within the meaning of Treasury Regulation
               1.401(k)-1(d)(3)), the Contribution Percentage for the Non-highly
               Compensated Group will be the Contribution Percentage for the
               Non-highly Compensated Group for the first Plan Year or, if the
               Employer elects to use 3% as the Deferral Percentage for the
               first Plan Year, the Contribution Percentage that would result if
               the Deferral Percentage for each Non-highly Compensated
               Participant were 3%.

               The Contribution Percentage Test may be met by either satisfying
               the General Contribution Percentage Test or the Alternative
               Contribution Percentage Test.

               The General Contribution Percentage Test is satisfied if the
               Contribution Percentage for the Highly Compensated Group does not
               exceed 125% of the Contribution Percentage for the Non-highly
               Compensated Group.

               The Alternative Contribution Percentage Test is satisfied if the
               Contribution Percentage for the Highly Compensated Group does not
               exceed the lesser of:

               .    The Contribution Percentage for the Non-highly Compensated
                    Group plus 2 percentage points, or

               .    The Contribution Percentage for the Non-highly Compensated
                    Group multiplied by 2.0.

               If (i) one or more Highly Compensated Employees of the Employer
               or any Related Employer are eligible to participate in both a
               Cash or Deferred Arrangement and a plan which provides for
               Employee After-tax Contributions or Matching Contributions, (ii)
               the Deferral Percentage for all of the Highly Compensated Group
               does not satisfy the General Deferral Percentage Test, and (iii)
               the Contribution Percentage for all of the Highly Compensated
               Group does not satisfy the General Contribution Percentage Test,
               then the Contribution Percentage Test will be deemed to be
               satisfied only if the sum of the Deferral Percentage and the
               Contribution Percentage for all of the Highly Compensated Group
               does not exceed the Aggregate Limit. If the Aggregate Limit is
               exceeded, the Plan shall satisfy the test for multiple use of the
               alternative limitation as provided in Treas. Reg. ss.
               1.401(m)-2(c) in accordance with Section 4.05(a)(7).

               The Plan will not fail to satisfy the Contribution Percentage
               test merely because all of the Eligible Employees under the Plan
               for a Plan Year are Highly Compensated Employees.

               The Alternative Contribution Percentage Test described in
               Treasury Regulation section 1.401(m)-2 shall not apply for plan
               years beginning after December 31, 2001.

                                      -37-
<PAGE>

          (6)  Deferral Percentage

               Deferral Percentage means, for any specified group, the average
               of the ratios calculated (to the nearest one-hundredth of one
               percent) separately for each Participant in the group, of the
               amount of Elective Contributions which are made on behalf of each
               Participant for a Plan Year to each Participant's Compensation
               for the Plan Year.

               For purposes of determining the Deferral Percentage, each
               Employee who is eligible under the terms of the Plan to have
               contributions made on his behalf is treated as a Participant. The
               Deferral Percentage of an eligible Employee who makes no Elective
               Contribution is zero.

               The Deferral Percentage of a Participant who is a Highly
               Compensated Employee for the Plan Year and who is eligible to
               have Elective Contributions (including Nonelective Contributions
               or Matching Contributions which are treated as Elective
               Contributions for purposes of the Deferral Percentage Test)
               allocated to his accounts under two or more Cash or Deferred
               Arrangements which are maintained by the Employer will be
               determined as if the Elective Contributions were made under a
               single Arrangement. For purposes of this paragraph, if a Highly
               Compensated Employee participates in two or more Cash or Deferred
               Arrangements which have different Plan Years, all Cash or
               Deferred Arrangements ending with or within the same calendar
               year will be treated as a single Arrangement.

          (7)  Deferral Percentage Test

               The Deferral Percentage Test is a test applied on a Plan Year
               basis to determine whether a plan meets the requirements of Code
               Section 401(k).

               In each of the following tests, the Deferral Percentage for the
               Highly Compensated Group for a Plan Year is compared with the
               Deferral Percentage for the Non-highly Compensated Group for the
               preceding Plan Year.

               In the case of the first Plan Year of the Plan (if this is not a
               successor plan within the meaning of Treasury Regulation
               1.401(k)-1(d)(3)), the Deferral Percentage for the Non-highly
               Compensated Group will be 3%, or, if elected by the Employer, the
               actual Deferral Percentage for the Non-highly Compensated Group
               for the first Plan Year.

               The Deferral Percentage Test may be met by either satisfying the
               General Deferral Percentage Test of the Alternative Deferral
               Percentage Test.

               The General Deferral Percentage Test is satisfied if the Deferral
               Percentage for the Highly Compensated Group does not exceed 125%
               of the Deferral Percentage for the Non-highly Compensated Group.

               The Alternative Deferral Percentage Test is satisfied if the
               Deferral Percentage for the Highly Compensated Group does not
               exceed the lesser of:

               .    the Deferral Percentage for the Non-highly Compensated Group
                    plus 2 percentage points, or

               .    the Deferral Percentage for the Non-highly Compensated Group
                    multiplied by 2.0.

               If (i) one or more Highly Compensated Employees of the Employer
               or any Related Employer are eligible to participate in both a
               Cash or Deferred Arrangement and a plan which provides for
               Employee After-tax Contributions or Matching Contributions, (ii)
               the Deferral Percentage for the Highly Compensated Group does not
               satisfy the General

                                      -38-
<PAGE>

               Deferral Percentage Test, and (iii) the Contribution Percentage
               for the Highly Compensated Group does not satisfy the General
               Contribution Percentage Test, then the Deferral Percentage Test
               will be deemed to be satisfied only if the sum of the Deferral
               Percentage and the Contribution Percentage for the Highly
               Compensated Group does not exceed the Aggregate Limit. If the
               Aggregate Limit is exceeded, the Plan shall satisfy the test for
               multiple use of the alternative limitation as provided in Treas.
               Reg. ss. 1.401(m)-2(c)(3) by reducing the Deferral Percentage of
               those Highly Compensated employees who also participate in an
               arrangement that provides for After-tax Contributions or Matching
               Contributions so that the limit is not exceeded, beginning with
               the Highly Compensated Employee whose Deferral Percentage is the
               highest. The amount by which each Highly Compensated Employee's
               Deferral Percentage amount is reduced shall be treated as an
               Excess Contribution. The Deferral Percentage and Contribution
               Percentage of the Highly Compensated Employees are determined
               after:

               .    use of any Qualified Nonelective Contributions and Qualified
                    Matching Contributions to meet the Deferral Percentage Test;

               .    use of any Qualified Nonelective Contributions and Elective
                    Contributions to meet the Deferral Percentage Test;

               .    any corrective distribution or forfeiture of Excess
                    Deferrals, Excess Contributions or Excess Aggregate
                    Contributions; and

               .    after any recharacterization of Excess Contributions
                    required without regard to multiple use of the alternative
                    limitation.

               The Plan will not fail to satisfy the Deferral Percentage test
               merely because all of the Eligible Employees under the Plan for a
               Plan Year are Highly Compensated Employees.

               The Alternative Contribution Percentage Test described in
               Treasury Regulation section 1.401(m)-2 shall not apply for plan
               years beginning after December 31, 2001.

          (8)  Elective Contribution

               Elective Contribution means any contribution made by the Employer
               to a Cash or Deferred Arrangement on behalf of and at the
               election of an Employee. An Elective Contribution will be taken
               into account for a given Plan Year only if:

               .    The Elective Contribution is allocated to the Participant's
                    Account as of a date within the Plan Year to which it
                    relates;

               .    The allocation is not contingent upon the Employee's
                    participation in the Plan or performance of services on any
                    date after the allocation date; .

               .    The Elective Contribution is actually paid to the trust no
                    later than 12 months after the end of the Plan Year to which
                    the Elective Contribution relates; and

               .    The Elective Contribution relates to Compensation which
                    either (i) but for the Participant's election to defer,
                    would have been received by the Participant in the Plan Year
                    or (ii) is attributable to services performed by the
                    Participant in the Plan Year and, but for the Participant's
                    election to defer, would have been received by the
                    Participant within two and one-half months after the close
                    of the Plan Year.

               Elective Contributions will be treated as Employer Contributions
               for purposes of Code Sections 401(a), 401(k), 402(a), 404, 409,
               411, 412, 415, 416, and 417.

                                      -39-
<PAGE>

          (9)  Elective Deferral

               Elective Deferral means the sum of the following:

               .    Any Elective Contribution to any Cash or Deferred
                    Arrangement to the extent it is not includable in the
                    Participant's gross income for the taxable year of
                    contribution;

               .    Any employer contribution to a simplified employee pension
                    as defined in Code Section 408(k) to the extent not
                    includable in the Participant's gross income for the taxable
                    year of contribution;

               .    Any employer contribution to an annuity contract under Code
                    Section 403(b) under a salary reduction agreement to the
                    extent not includable in the Participant's gross income for
                    the taxable year of contribution; plus

               .    Any employee contribution designated as deductible under a
                    trust described in Code Section 501(c)(18) for the taxable
                    year of contribution.

          (10) Eligible Employee

               Eligible Employee means an Employee who is directly or indirectly
               eligible to make a Cash or Deferred Election under the Plan for
               all or a portion of the Plan Year. An Employee who is unable to
               make a Cash or Deferred Election because the Employee has not
               contributed to another plan is also an Eligible Employee. An
               Employee who would be eligible to make Elective Contributions but
               for a suspension due to a distribution, a loan, or an election
               not to participate in the Plan, is treated as an Eligible
               Employee for purposes of Code Section 401(k)(3) and 401(m) for a
               Plan Year even though the Employee may not make a Cash or
               Deferred Election due to the suspension. Also, an Employee will
               not fail to be treated as an Eligible Employee merely because the
               employee may receive no additional Annual Additions because of
               Code Section 415(c)(1).

          (11) Employee After-tax Contribution

               Employee After-tax Contribution means any contribution made by an
               Employee to any plan maintained by the Employer or any Related
               Employer which is other than an Elective Contribution and which
               is designated or treated at the time of contribution as an
               after-tax contribution. Employee After-tax Contributions include
               amounts attributable to Excess Contributions which are
               recharacterized as Employee After-tax Contributions.

          (12) Excess Contribution

               Excess Contribution means, for each member of the Highly
               Compensated Group, the amount of Elective Contribution (including
               any Qualified Nonelective Contributions and Qualified Matching
               Contributions which are treated as Elective Contributions) which
               exceeds the maximum contribution which could be made if the
               Deferral Percentage Test were to be satisfied.

          (13) Excess Aggregate Contribution

               Excess Aggregate Contribution means, for each member of the
               Highly Compensated Group, the amount of Employee After-tax and
               Matching Contributions (including any Qualified Nonelective
               Contributions and Elective Contributions which are treated as
               Matching Contributions) which exceeds the maximum contribution
               which could be made if the Contribution Percentage Test were to
               be satisfied.

                                      -40-
<PAGE>

          (14) Excess Deferral

               Excess Deferral means, for a given calendar year, that amount by
               which each Participant's total Elective Deferrals under all plans
               of all employers exceed the dollar limit in effect under Code
               Section 402(g) for the calendar year.

          (15) Matching Contribution

               Matching Contribution means any contribution made by the Employer
               to any plan maintained by the Employer or any Related Employer
               which is based on an Elective Contribution or an Employee
               After-tax Contribution together with any forfeiture allocated to
               the Participant's Account on the basis of Elective Contributions,
               Employee After-tax Contributions or Matching Contributions. A
               Matching Contribution will be taken into account for a given Plan
               Year only if:

               .    The Matching Contribution is allocated to a Participant's
                    Account as of a date within the Plan Year to which it
                    relates;

               .    The allocation is not contingent upon the Employee's
                    participation in the Plan or performance of services on any
                    date after the allocation date;

               .    The Matching Contribution is actually paid to the Trust no
                    later than 12 months after the end of the Plan Year to which
                    the Matching Contribution relates; and

               .    The Matching Contribution is based on an Elective or
                    Employee After-tax Contribution for the Plan Year.

               Any contribution or allocation, other than a Qualified
               Nonelective Contribution, which is used to meet the minimum
               contribution or benefit requirement of Code Section 416 is not
               treated as being based on Elective Contributions or Employee
               After-tax Contributions and therefore is not treated as a
               Matching Contribution.

               Qualified Matching Contribution means a Matching Contribution
               which is 100% vested and may be withdrawn or distributed only
               under the conditions described in Treasury Regulation
               1.401(k)-l(d).

          (16) Nonelective Contribution

               .    Nonelective Contribution means any Employer Contribution,
                    other than a Matching Contribution, which meets all of the
                    following requirements:

               .    The Nonelective Contribution is allocated to a Participant's
                    Account as of a date within the Plan Year to which it
                    relates;

               .    The allocation is not contingent upon the Employee's
                    participation in the Plan or performance of services on any
                    date after the allocation date;

               .    The Nonelective Contribution is actually paid to the Trust
                    no later than 12 months after the end of the Plan Year to
                    which the Nonelective Contribution relates; and

               .    The Employee may not elect to have the Nonelective
                    Contribution paid in cash in lieu of being contributed to
                    the Plan.

               Qualified Nonelective Contribution means a Nonelective
               Contribution which is 100% vested and may be withdrawn or
               distributed only under the conditions described in Treasury
               Regulation 1.401(k)-l(d).

                                      -41-
<PAGE>

          (17) Application of Deferral Percentage Test

               All Elective Contributions, including any Elective Contributions
               which are treated as Employee After-tax or Matching Contributions
               with respect to the Contribution Percentage Test, must satisfy
               the Deferral Percentage Test. Furthermore, any Elective
               Contributions which are not treated as Employee After-tax or
               Matching Contributions with respect to the Contribution
               Percentage Test must satisfy the Deferral Percentage Test. The
               Plan Administrator will determine as soon as administratively
               feasible after the end of the Plan Year whether the Deferral
               Percentage Test has been satisfied. If the Deferral Percentage
               Test is not satisfied, the Employer may elect to make an
               additional contribution to the Plan on account of the Non-highly
               Compensated Group. The additional contribution will be treated as
               a Nonelective Contribution.

               If the Deferral Percentage Test is not satisfied after any
               Nonelective Contributions, the Plan Administrator may, in its
               sole discretion, recharacterize all or any portion of the Excess
               Contribution of each Highly Compensated Employee as an Employee
               After-tax Contribution if Employee After-tax Contributions are
               otherwise allowed by the Plan. If so, the Plan Administrator will
               notify all affected Participants and the Internal Revenue Service
               of the amount recharacterized no later than the 15th day of the
               third month following the end of the Plan Year in which the
               Excess Contribution was made. Excess Contributions will be
               includable in the Participant's gross income on the earliest date
               any Elective Contribution made on behalf of the Participant
               during the Plan Year would have been received by the Participant
               had the Participant elected to receive the amount in cash.
               Recharacterized Excess Contributions will continue to be treated
               as Employer Contributions that are Elective Contributions for all
               other purposes under the Code, including Code Sections 401(a)
               (other than 401(a)(4) and 401(m)), 404, 409, 411, 412, 415, 416,
               417 and 401(k)(2). With respect to the Plan Year for which the
               Excess Contribution was made, the Plan Administrator will treat
               the recharacterized amount as an Employee After-tax Contribution
               for purposes of the Deferral Percentage Test and the Contribution
               Percentage Test and for purposes of determining whether the Plan
               meets the requirements of Code Section 401(a)(4), but not for any
               other purposes under this Plan. Therefore, recharacterized
               amounts will remain subject to the nonforfeiture requirements and
               distribution limitations which apply to Elective Contributions.

               If the Deferral Percentage Test is still not satisfied, then
               after the close of the Plan Year in which the Excess Contribution
               arose but within 12 months after the close of that Plan Year, the
               Plan Administrator will distribute the Excess Contributions,
               together with allocable income, to Participants of the Highly
               Compensated Group. Failure to do so will cause the Plan to not
               satisfy the requirements of Code Section 401(a)(4) for the Plan
               Year for which the Excess Contribution was made and for all
               subsequent Plan Years for which the Excess Contribution remains
               uncorrected.

               The amount of Excess Contribution to be distributed to a Highly
               Compensated Employee for a Plan Year will be reduced by any
               Excess Deferrals previously distributed to the Participant for
               the calendar year ending with or within the Plan Year in
               accordance with Code Section 402(g)(2).

               Excess Contributions will be treated as Employer Contributions
               for purposes of Code Sections 404 and 415 even if distributed
               from the Plan.

     (b)  Application of Contribution Percentage Test

          Employee After-tax Contributions and Matching Contributions,
          disregarding any Matching Contributions which are treated as Elective
          Contributions with respect to the Deferral Percentage Test, must
          satisfy the Contribution Percentage Test. The Plan Administrator will
          determine as soon as administratively feasible after the end of the
          Plan Year whether the Contribution Test has been satisfied. If the
          Contribution Percentage Test is not satisfied, the Employer may elect
          to

                                      -42-
<PAGE>

          make an additional contribution to the Plan for the benefit of the
          Non-Highly Compensated Group. The additional contribution will be
          treated as a Nonelective Contribution.

          If the Contribution Percentage Test is still not satisfied, then after
          the close of the Plan Year in which the Excess Aggregate Contribution
          arose but within 12 months after the close of that Plan Year, the Plan
          Administrator will distribute (or forfeit, to the extent not vested)
          the Excess Aggregate Contributions, together with allocable income, to
          Participants of the Highly Compensated Group. Failure to do so will
          cause the Plan to not satisfy the requirements of Code Section
          401(a)(4) for the Plan Year for which the Excess Aggregate
          Contribution was made and for all subsequent Plan Years for which the
          Excess Aggregate Contribution remains uncorrected.

          The determination of any Excess Aggregate Contributions will be made
          after the recharacterization of any Excess Contributions as Employee
          After-tax Contributions.

          Excess Aggregate Contributions, including forfeited Matching
          Contributions, will be treated as Employer Contributions for purposes
          of Code Sections 404 and 415 even if they are distributed from the
          Plan.

          Forfeited Matching Contributions that are reallocated to the Accounts
          of other Participants are treated as Annual Additions under Code
          Section 415 for the Participant whose Accounts they are reallocated to
          and for the Participants from whose Accounts they are forfeited.

     (c)  Reduction of Excess Amounts

          For the purpose of determining the total amounts of Excess
          Contributions and/or Excess Aggregate Contributions to be
          recharacterized, returned to Participants, or forfeited, as the case
          may be, the Administrator shall take the following steps. First, the
          Administrator shall calculate both the Deferral Percentage or the
          Contribution Percentage of the affected Participant(s) and the
          percentage of Excess Contributions or Excess Aggregated Contributions,
          as applicable. Second, the Administrator shall calculate the total
          dollar amount by which the Deferral Percentage or Contribution
          Percentage for the Highly Compensated Employee group must be reduced
          in order to satisfy the Deferral Percentage Test or the Contribution
          Percentage Test, as applicable. Third, the Administrator shall
          calculate the total dollar amount of the Excess Contributions or
          Excess Deferrals for the affected Highly Compensated Employee(s).
          Fourth, the Excess Contributions or Excess Aggregate Contributions, as
          applicable, of the Highly Compensated Employee(s) with the highest
          dollar amount of Excess Contributions or Excess Aggregate
          Contributions, as applicable, will be reduced by refunding,
          recharacterizing or forfeiting, as applicable, in the amount of
          Employee Contributions or Company Matching Contributions, as
          applicable, by the amount required to cause the dollar amount of such
          Highly Compensated Employee(s)' Employee Contributions or Company
          Matching Contributions, as applicable, necessary to equal the dollar
          amount of Employee Contributions or Company Matching Contributions of
          the Highly Compensated Employee(s) with the next highest dollar amount
          of Employee Contributions or Company Matching Contributions. If the
          total amount distributed, recharacterized, or forfeited, as
          applicable, is less than the total Excess Contributions or Excess
          Aggregate Contributions, this Section shall be applied to the Highly
          Compensated Employee(s) with the next highest dollar amount of Excess
          Contributions or Excess Aggregate Contributions, as applicable; this
          reduction shall continue until the total amount of reduced, refunded
          or forfeited Excess Contributions or Excess Aggregate Contributions,
          as applicable, equals the total dollar amount calculated above. When
          calculating the amount of a distribution, recharacterization, or
          forfeiture, if a lesser reduction, when added to any amounts already
          distributed, recharacterized, or forfeited, as applicable, under this
          Section, would equal the total required distribution,
          recharacterization, or forfeiture, as applicable, necessary to permit
          the Plan to satisfy the requirements of this Section, the lesser
          amount of reductions, recharacterizations, or forfeitures shall be
          applied.

     (d)  Priority of Reductions

                                      -43-
<PAGE>

          The Plan Administrator will correct Excess Contributions and Excess
          Aggregate Contributions as follows. The method of correcting Excess
          Contributions and Excess Aggregate Contributions must meet the
          requirements of Code Section 401(a)(4). The determination of whether a
          rate of Matching Contribution discriminates under Code Section
          401(a)(4) will be made after making any corrective distributions of
          Excess Deferrals, Excess Contributions and Excess Aggregate
          Contributions.

          Excess Aggregate Contributions (and any attributable income) will be
          corrected first, by distributing any excess Employee After-tax
          Contributions (and any attributable income); then by distributing
          vested excess Matching Contributions (and any attributable income);
          and finally, by forfeiting or distributing non-vested Matching
          Contributions (and any attributable income). The Plan will not
          distribute Employee After-tax Contributions while the Matching
          Contributions based upon those Employee After-tax Contributions remain
          allocated.

     (e)  Income

          The income allocable to any Excess Contribution made to a given
          Account for a given Plan Year will be equal to the total income
          allocated to the Account for the Plan Year, multiplied by a fraction,
          the numerator of which is the amount of the Excess Contribution and
          the denominator of which is equal to the sum of the balance of the
          Account at the beginning of the Plan Year plus the Participant's
          Elective Contributions and amounts treated as Elective Contributions
          for the Plan Year.

          The income allocable to any Excess Aggregate Contribution made to a
          given Account for a given Plan Year will be equal to the total income
          allocated to the Account for the Plan Year, multiplied by a fraction,
          the numerator of which is the amount of the Excess Aggregate
          Contribution and the denominator of which is equal to the sum of the
          balance of the Account at the beginning of the Plan Year plus the
          Participant's Employee After-tax and Matching Contributions and
          amounts treated as Employee After-tax and Matching Contributions for
          the Plan Year.

          Notwithstanding the foregoing, the Plan may use any reasonable method
          for computing the income allocable to any Excess Contribution or
          Excess Aggregate Contribution provided the method does not violate
          Code Section 401(a)(4), is used consistently for all corrective
          distributions under the Plan for the Plan Year, and is used by the
          Plan for allocating income to the Participants' Accounts.

          Income includes all earnings and appreciation, including interest,
          dividends, rents, royalties, gains from the sale of property, and
          appreciation in the value of stocks, bonds, annuity and life insurance
          contracts and other property, regardless of whether the appreciation
          has been realized.

     (f)  Treatment as Elective Contributions

          The Plan Administrator may, in its discretion, treat all or any
          portion of Qualified Nonelective Contributions or Qualified Matching
          Contributions or both, whether to this Plan or to any other qualified
          plan which has the same Plan Year and is maintained by the Employer or
          a Related Employer, as Elective Contributions for purposes of
          satisfying the Deferral Percentage Test if they meet all of the
          following requirements:

          .    All Nonelective Contributions, including the Qualified
               Nonelective Contributions treated as Elective Contributions for
               purposes of the Deferral Percentage Test, satisfy the
               requirements of Code Section 401(a)(4);

          .    Any Nonelective Contributions which are not treated as Elective
               Contributions for purposes of the Deferral Percentage Test or as
               Matching Contributions for purposes of the Contribution
               Percentage Test satisfy the requirements of Code Section
               401(a)(4);

          .    The Qualified Matching Contributions which are treated as
               Elective Contributions for purposes of the Deferral Percentage
               Test are not taken into account in determining whether

                                      -44-
<PAGE>

               any Employee After-tax Contributions or other Matching
               Contributions satisfy the Contribution Percentage Test;

          .    Any Matching Contributions which are not treated as Elective
               Contributions for purposes of the Deferral Percentage Test
               satisfy the requirements of Code Section 401(m); and

          .    The plan which includes the Cash or Deferred Arrangement and the
               plan or plans to which the Qualified Nonelective Contributions
               and Qualified Matching Contributions are made could be aggregated
               for purposes of Code Section 410(b).

     (g)  Treatment as Matching Contributions

          The Plan Administrator may, in its discretion, treat all or any
          portion of Qualified Nonelective Contributions or Elective
          Contributions or both, whether to this Plan or to any other qualified
          plan which has the same Plan Year and is maintained by the Employer or
          a Related Employer, as Matching Contributions for purposes of
          satisfying the Contribution Percentage Test if they meet all of the
          following requirements:

          .    All Nonelective Contributions, including the Qualified
               Nonelective Contributions treated as Matching Contributions for
               purposes of the Contribution Percentage Test, satisfy the
               requirements of Code Section 401(a)(4);

          .    Any Nonelective Contributions which are not treated as Elective
               Contributions for purposes of the Deferral Percentage Test or as
               Matching Contributions for purposes of the Contribution
               Percentage Test satisfy the requirements of Code Section
               401(a)(4);

          .    The Elective Contributions which are treated as Matching
               Contributions for purposes of the Contribution Percentage Test
               are not taken into account in determining whether any other
               Elective Contributions satisfy the Deferral Percentage Test;

          .    The Qualified Nonelective Contributions and Elective
               Contributions which are treated as Matching Contributions for
               purposes of the Contribution Percentage Test are not taken into
               account in determining whether any other contributions or
               benefits satisfy Code Section 401(a);

          .    All Elective Contributions, including those treated as Matching
               Contributions for purposes of the Contribution Percentage Test,
               satisfy the requirements of Code Section 401(k)(3); and

          .    The plan that takes Qualified Nonelective Contributions and
               Elective Contributions into account in determining whether
               Employee After-tax and Matching Contributions satisfy the
               requirements of Code Section 401(m)(2)(A) and the plan or plans
               to which the Qualified Nonelective Contributions and Elective
               Contributions are made could be aggregated for purposes of Code
               Section 410(b).

     (h)  Aggregation of Plans

          If the Employer or a Related Employer sponsors one or more other plans
          which include a Cash or Deferred Arrangement, the Employer may elect
          to treat any two or more of such plans as an aggregated single plan
          for purposes of satisfying Code Sections 401(a)(4), 401(k) and 410(b).
          The Cash or Deferred Arrangements included in such aggregated plans
          will be treated as a single Arrangement for purposes of this Section.
          However, only those plans that have the same plan year may be so
          aggregated.

          If the Employer or a Related Employer sponsors one or more other plans
          to which Employee After-tax Contributions or Matching Contributions
          are made, the Employer may elect to treat any two or more of such
          plans as an aggregated single plan for purposes of satisfying Code
          Sections

                                      -45-
<PAGE>

          401(a)(4), 401(m) and 410(b). However, only those plans that have the
          same plan year may be so aggregated.

          Any such aggregation must be made in accordance with Treasury
          Regulation 1.401(k)-1(b)(3). For example, contributions and
          allocations under the portion of a plan described in Code Section
          4975(e)(7) (an ESOP) may not be aggregated with the portion of a plan
          not described in Code Section 4975(e)(7) (a non-ESOP) for purposes of
          determining whether the ESOP or non-ESOP satisfies the requirements of
          Code Sections 401(a)(4), 401(k), 401(m) and 410(b).

          To the extent that any Participant who is a Highly Compensated
          Employee for the Plan Year is eligible to have Employer Elective
          Contributions (or Qualified Non-Elective Contributions or Qualified
          Matching Contributions, or both, if treated as Employer Elective
          Contributions for the Actual Deferral Percentage Test) allocated to
          his or her account under two (2) or more Cash or Deferred Arrangements
          that are maintained by the Employer or a Related Employer, such plans
          shall be aggregated for purposes of Code Sections 401(a)(4), 401(k),
          401(m) and 410(b). If a Highly Compensated Employee participates in
          two (2) or more Cash or Deferred Arrangements that have different plan
          years, all Cash or Deferred Arrangements ending with or within the
          same calendar year shall be treated as a single plan. Notwithstanding
          the foregoing, certain plans shall be treated as separate if
          mandatorily disaggregated under applicable Treasury regulations
          pursuant to Code Section 401(k).

          To the extent that this Plan is required to be aggregated with another
          plan for purposes of satisfying Code Sections 401(k)(3) or 401(m)(2),
          then such plans shall be aggregated for all purposes under Code
          Sections 401(a)(4) and 410(b). To the extent that this Plan is
          permissively aggregated with another plan for purposes of satisfying
          Code Sections 401(k)(3) or 401(m)(2), then such plans shall be
          aggregated for all purposes under Code Sections 401(a)(4) and 410(b).
          Plans that could be aggregated under Code Section 410(b) but that are
          not actually aggregated for a Plan Year for purposes of Code Section
          410(b) may not be aggregated for purposes of Code Sections 401(k) and
          401(m).

                                   ARTICLE 5

                               RETIREMENT BENEFITS

5.01 Valuation of Accounts

     For purposes of this Article, the value of a Participant's Accrued Benefit
     will be determined as of the Valuation Date immediately preceding the date
     that benefits are to be distributed.

5.02 Normal Retirement

     After an Active Participant reaches his Normal Retirement Date, he may
     elect to retire. Upon such retirement he will become a Retired Participant
     and his Accrued Benefit will become distributable to him. A Participant's
     Accrued Benefit will become nonforfeitable no later than the date upon
     which he attains his Normal Retirement Age. The form and timing of benefit
     payment will be governed by the provisions of Section 5.05.

5.03 Disability Retirement

     In the event of a Participant's termination due to Disability, he will be
     entitled to begin to receive a distribution of his Accrued Benefit which
     will become nonforfeitable as of his Date of Termination. The form of
     benefit payment will be governed by the provisions of Section 5.05.

     Disability shall mean a Participant's total and permanent disability as a
     result of a disease or bodily injury which renders the Participant
     incapable of engaging in substantial gainful activity, and as a result of
     such disability he is qualified for and is receiving either (a) disability
     benefits under the Social Security Act or (b) payments (other than Worker's
     Compensation or Health Care Benefits) payable directly or indirectly by

                                      -46-
<PAGE>

     the Employer or its' insurer as a result of the Participant's sickness or
     injury under any long term disability program maintained by the Employer.

5.04 Termination of Employment

     (a)  In General

          If a Participant's employment terminates for any reason other than
          retirement, death, or disability, his Accrued Benefit will become
          distributable to him as of the last day of the month which coincides
          with or next follows the last date upon which any contributions on the
          Participant's behalf are made to the Trust following the Participant's
          Date of Termination of employment (or as of such earlier date as
          determined by the Plan Administrator in a uniform and
          nondiscriminatory manner). The form and timing of benefit payment will
          be governed by the provisions of Section 5.05.

     (b)  Cash-Out Distribution

          If a Participant terminates employment and receives a distribution
          equal to 100% of his Employee Account and the Vested Percentage of his
          Company Matching and Employee Stock Ownership Accounts, a Cash-Out
          Distribution will be deemed to have occurred if the following
          conditions are met:

          (1)  The Participant was less than 100% vested in his Company Matching
               and Employee Stock Ownership Accounts; and

          (2)  The entire distribution is made before the last day of the second
               Plan Year following the Plan Year in which the Participant
               terminated employment.

     (c)  Restoration of Company Matching and Employee Stock Ownership Accounts

          If, following the date of a Cash-Out Distribution, a Participant
          returns to an Eligible Employee Classification prior to incurring 5
          consecutive One Year Breaks-in-Service, then the Participant will have
          the right to repay to the Trustee, within 5 years after his return
          date, the portion of the Cash-Out Distribution which was attributable
          to his Company Matching and Employee Stock Ownership Accounts in order
          to restore such Accounts to their value as of the date of the Cash-Out
          Distribution.

          The Plan Administrator will restore an eligible Participant's Company
          Matching and Employee Stock Ownership Accounts as of the Accounting
          Date coincident with or immediately following the complete repayment
          of the Cash-Out Distribution. To restore the Participant's Company
          Matching and Employee Stock Ownership Accounts, the Plan
          Administrator, to the extent necessary, will, under rules and
          guidelines applied in a uniform and nondiscriminatory manner, first
          allocate to the Participant's Company Matching and Employee Stock
          Ownership Accounts the amount, if any, of Forfeitures which would
          otherwise be allocated under Article 3. To the extent such forfeitures
          for a particular Accounting Period are insufficient to enable the Plan
          Administrator to make the required restoration, the Employer will
          contribute such additional amount as is necessary to enable the Plan
          Administrator to make the required restoration. The Plan Administrator
          will not take into account the allocation under this Section in
          applying the limitation on allocations under Article 7.

     (d)  Non-Vested Participant

          If a Participant who is zero percent vested in his Company Matching
          and Employee Stock Ownership Accounts terminates employment, a
          Cash-Out Distribution will be deemed to have occurred as of the
          Participant's Date of Termination of employment.

          If the Participant subsequently returns to an Eligible Employee
          Classification prior to incurring five (5) consecutive One Year
          Breaks-in-Service, then the Participant will immediately become
          entitled to a complete restoration of his Company Matching and
          Employee Stock Ownership

                                      -47-
<PAGE>

          Accounts as of the Accounting Date coincident with or next following
          his date of re-employment. Such restoration will be made in accordance
          with the provisions of Section 5.04(c).

5.05 Form of Benefit Payment

     Subject to the provisions of Section 5.06, the Plan Administrator will
     direct the Trustee to make the payment of any benefit provided under this
     Plan upon the event giving rise to such benefit within 60 days following
     the receipt of a Participant's written request for the payment of benefits
     on a form provided by the Plan Administrator. The Plan Administrator may
     temporarily suspend such processing in the event of unusual or
     extraordinary circumstances such as the conversion of Plan records from one
     recordkeeper to another.

     The form of benefit will be determined as follows:

     (a)  a Participant who is not married on the date benefits are to commence
          will be provided a Qualified Life Annuity, unless a lump sum payment
          is elected, under a Qualified Election, by the Participant within the
          90-day period which ends on his benefit commencement date.

     (b)  a Participant who is married on the date benefits commence will be
          provided a Qualified Joint and Survivor Annuity unless a lump sum
          payment is elected, under a Qualified Election, by the Participant
          within the 90-day period which ends on his benefit commencement date.

     Within the 90-day period which ends on a married Participant's expected
     benefit commencement date, the Plan Administrator will provide each
     Participant with a written explanation of:

     (a)  the terms and conditions of a Qualified Joint and Survivor Annuity;

     (c)  the Participant's right to make and the effect of a Qualified Election
          to waive the Qualified Joint and Survivor Annuity form of benefit;

     (d)  the rights of a Participant's spouse; and

     (e)  the right to make, and the effect of, a revocation of a previous
          Qualified Election to waive the Qualified Joint and Survivor Annuity.

     Notwithstanding the above, if a terminated Participant's Vested Accrued
     Benefit is $5,000 or less, such Participant's Vested Accrued Benefit shall
     be payable in a lump sum of the entire amount of his Vested Accrued
     Benefit. If the value of his Vested Accrued Benefit at the time of any
     distribution exceeds $5,000, the value of his Vested Accrued Benefit at any
     later time will be deemed to also exceed $5,000. Effective for
     distributions after December 31, 2001, the value of a Participant's
     nonforfeitable account balance shall be determined without regard to that
     portion of the account balance that is attributable to rollover
     contributions (and earnings allocable thereto) within the meaning of
     sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of
     the Code. If the value of the Participant's nonforfeitable account balance
     as so determined is $5,000 or less, the plan shall immediately distribute
     the Participant's entire nonforfeitable account balance.

     Upon request, the Participant may receive his benefit paid in a series of
     substantially equal annual or more frequent installments from the Trust
     Fund over a period certain not extending beyond the end of the period
     measured by the joint life and last survivor expectancy of the Participant
     and his spouse. A Participant may elect to receive an installment
     distribution in the form of a Nontransferable Annuity Contract. The Plan
     Administrator and the Trustee will have the power to establish rules and
     guidelines as deemed necessary or appropriate with regard to the payment of
     benefits under the installment payment form.

     Notwithstanding the foregoing, if Company Stock acquired with the proceeds
     of an Acquisition Loan available for distribution consist of more than one
     class, a distributee must receive substantially the same proportion of each
     class. A Participant entitled to a distribution under this Section shall
     have the right to demand that all payments under the foregoing paragraphs
     be made in Company Stock or in cash for fractional

                                      -48-
<PAGE>

     shares to the extent his or her Accounts are invested in Company Stock. A
     Participant's benefits attributable to Company Stock may be paid in whole
     or in part in cash.

5.06 Commencement of Benefit

     Subject to the provisions of this Article, commencement of a benefit will,
     unless the Participant elects otherwise in writing, begin not later than
     the 60th day after the later of the close of the Plan Year in which the
     Participant attains Normal Retirement Age or the close of the Plan Year
     which contains the date the Participant terminates his service with the
     Employer.

     Payment of a Participant's benefits must begin no later than his Required
     Beginning Date.

     All distributions required under this Section will be determined and made
     in accordance with the regulations issued under Code Section 401(a)(9),
     including those dealing with minimum distribution requirements.
     Notwithstanding the provisions of Section 5.05, an Active Participant who
     has reached his Required Beginning Date will receive an annual distribution
     of his Accrued Benefit equal to the minimum required distribution
     determined under Code Section 401(a)(9).

     For purposes of this Section, life expectancy and joint and last survivor
     expectancy are to be computed by the use of the return multiples contained
     in Section 1.72-9 of the Income Tax Regulations.

     If the Participant dies after distribution of his interest has begun, the
     remaining portion of the interest will continue to be distributed at least
     as rapidly as under the method of distribution being used before the
     Participant's death.

5.07 Special Distribution and Payment Requirements

     Notwithstanding any contrary provision, unless other Plan distribution
     provisions require earlier distribution of the Participant's Accounts, if
     the Participant elects, the Plan Administrator shall direct the Trustee to
     commence distribution of that portion of the Participant's Accrued Benefit
     attributable to Company Stock in the Participant's Company Stock
     Sub-Account acquired by the Plan after December 31, 1986, as follows:

     (a)  If the Participant retires, dies or is disabled, distribution of the
          Participant's Accrued Benefit attributable to Company Stock acquired
          after December 31, 1986, will begin no later than one (1) year after
          the close of the Plan Year in which the Participant separates from
          Service on account of death, disability or attainment of Normal
          Retirement Age.

     (b)  If the Participant separates from Service for any reason other than
          attainment of Normal Retirement Age, death or disability, the Plan
          Administrator shall direct the Trustee to commence distribution of the
          Participant's Accrued Benefit no later than one (1) year after the
          close of the Plan Year which is the fifth (5th) Plan Year following
          the Plan Year in which the Participant separates from Service for any
          reason other than attainment of Normal Retirement Age, death or
          disability.

     (c)  If the Participant resumes employment with the Employer on or before
          the last day of the fifth (5th) Plan Year following the Plan Year of
          the Participant's separation from Service, the distribution provisions
          of this paragraph will not apply until the Participant again may
          separate from Service for any other reason other than attainment of
          Normal Retirement Age, death or disability.

     This distribution requirement is subject to the form of distribution
     requirements of Section 5.05. For purposes of this paragraph, Company Stock
     does not include any Company Stock acquired with the proceeds of an
     Acquisition Loan until the close of the Plan Year in which the borrower
     repays the Acquisition Loan in full.

     Unless the Participant elects otherwise, a distribution of the
     Participant's Accrued Benefit attributable to Company Stock acquired after
     December 31, 1986, in the Participant's Company Stock Sub-Account, will

                                      -49-
<PAGE>

     be in substantially equal periodic payments (not less frequently than
     annually) over a period not longer than the greater of (A) five (5) years,
     or (B) in the case of a Participant with an Accrued Benefit in excess of
     $500,000, five (5) years plus one (1) additional year (but not more than
     five (5) additional years) for each $100,000 or fraction thereof by which
     the balance exceeds $500,000.

     The portion of a Participant's Accrued Benefit attributable to Company
     Stock which was acquired by the Plan after December 31, 1986, shall be
     determined by multiplying the number of shares of such securities held in
     the account by a fraction, the numerator of which is the number of shares
     acquired by the Plan after December 31, 1986, and allocated to the
     Participant's Company Stock Sub-Accounts (not to exceed the number of
     shares held by the Plan on the date of distribution) and the denominator of
     which is the total number of shares held by the Plan at the date of
     distribution.

5.08 Directed Transfer of Eligible Rollover Distributions

     (a)  General

          Notwithstanding any provision of the Plan to the contrary that would
          otherwise limit a Distributee's election under this Section, a
          Distributee may elect, at the time and in the manner prescribed by the
          Plan Administrator, to have any portion of an Eligible Rollover
          Distribution paid directly to an Eligible Retirement Plan specified by
          the Distributee in a Direct Rollover.

     (b)  Eligible Rollover Distribution

          An Eligible Rollover Distribution is any distribution of all or any
          portion of the balance to the credit of the Distributee, except that
          an Eligible Rollover Distribution does not include: any distribution
          that is one of a series of substantially equal periodic payments (not
          less frequently than annually) made for the life (or life expectancy)
          of the Distributee or the joint lives (or joint life expectancies) of
          the Distributee and the Distributee's designated beneficiary, or for a
          specified period of ten years or more; any distribution to the extent
          such distribution is required under Section 401(a)(9) of the Code; and
          the portion of any distribution that is not includable in gross income
          (determined without regard to the exclusion for net unrealized
          appreciation with respect to employer securities); and, effective
          January 1, 1999, any hardship distribution made in accordance with
          Code Section 401(k); and, effective January 1, 2002, any amount that
          is distributed on account of hardship distribution.

     (c)  Eligible Retirement Plan

          An Eligible Retirement Plan is an individual retirement account
          described in section 408(a) of the Code, an individual retirement
          annuity described in section 408(b) of the Code, or a qualified trust
          described in section 401(a) of the Code, that accepts the
          Distributee's Eligible Rollover Distribution. However, in the case of
          an Eligible Rollover Distribution to the surviving spouse, an Eligible
          Retirement Plan is an individual retirement account or individual
          retirement annuity. Effective for distributions made after December
          31, 2001, an eligible retirement plan shall also mean an annuity
          contract described in section 403(b) of the Code and an eligible plan
          under section 457(b) of the Code which is maintained by a state,
          political subdivision of a state, or any agency or instrumentality of
          a state or political subdivision of a state and which agrees to
          separately account for amounts transferred into such plan from this
          plan. The definition of eligible retirement plan shall also apply in
          the case of a distribution to a surviving spouse, or to a spouse or
          former spouse who is the alternate payee under a qualified domestic
          relation order, as defined in section 414(p) of the Code.

     (d)  Distributee

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

     (e)  Direct Rollover

                                      -50-
<PAGE>

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

     (f)  Waiver of 30-Day Notice

          If a distribution is one to which Code Sections 401(a)(11) and 417 do
          not apply, such distribution may commence less than 30 days after the
          notice required under Section 1.411(a)-11(c) of the Income Tax
          Regulations is given, provided that:

          .    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

          .    the Participant, after receiving the notice, affirmatively elects
               to receive a distribution.

5.09 Indefinite Layoff

     If a full time permanent Employee who is a Participant is indefinitely laid
     off due to a lack of work or economic or industrial reasons, his vested
     percentage shall be one hundred percent (100%).

     Prior to July 1, 1994, if such a Participant does not receive a
     distribution of any part of his Accounts under the Plan until after the end
     of the Plan year in which his layoff occurred, he shall be entitled to
     share in the allocation of Forfeitures on the last day of the Plan Year
     during which such layoff occurred as if:

     (a)  he had completed at least 1,000 Hours of Service during such Plan
          Year; and

     (b)  he was an active Participant on the last day of such Plan Year.

     After July 1, 1994, Participant's who are indefinitely laid off will not
     share in the allocation of Forfeitures on the last day of the Plan Year
     during which such layoff occurs.

                                   ARTICLE 6

                                  DEATH BENEFIT

6.01 Valuation of Accounts

     For purposes of this Article, the value of a Participant's Accrued Benefit
     will be determined as of the Valuation Date immediately preceding the date
     that benefits are to be distributed.

6.02 Death Benefit

     (a)  Pre-Retirement Death Benefit

          In the event of the death of a Participant prior to the date that he
          begins to receive a retirement benefit under the Plan, if the
          Participant has a Surviving Spouse and if a Beneficiary other than the
          Participant's Surviving Spouse has not been designated pursuant to a
          Qualified Election, the Participant's Surviving Spouse will be
          entitled to receive a Qualified Survivor Annuity.

          If a Surviving Spouse does not exist or if a Beneficiary other than
          the Participant's Surviving Spouse has been designated pursuant to a
          Qualified Election, the Participant's designated Beneficiary will be
          entitled to receive the value of the Participant's Accrued Benefit.

     (b)  Post-Retirement Death Benefit

                                      -51-
<PAGE>

          In the event of the death of a Retired Participant or a Disabled
          Participant receiving a benefit, a benefit will be paid to the
          Participant's Beneficiary or Surviving Spouse in accordance with the
          form of benefit payment elected under the Plan.

     (c)  Commencement of Benefits.

          Payments to a Participant's Beneficiary or Surviving Spouse shall
          begin sixty days following the close of the Plan Year in which the
          Participant dies. The Committee shall charge each payment to the
          Participant's or Former Participant's Individual Account. Payments
          shall continue until the death of the last survivor of the
          Beneficiaries or until the Individual Account is paid in full,
          whichever event shall occur first.

          Notwithstanding any contrary provision, unless other Plan distribution
          provisions require earlier distribution of the Participant's
          Individual Account, if the Participant's Beneficiary or Surviving
          Spouse elects, the Committee shall direct the Trustee to commence
          distribution of the Participant's Account Balance attributable to
          Employer Securities in the Participant's Employer Stock Ownership
          Account no later than one (1) year after the close of the Plan Year in
          which the Participant separates from Service because of death. For
          purposes of this paragraph, Employer Securities do not include any
          Employer Securities acquired with the proceeds of an Exempt Loan until
          the close of the Plan Year in which the borrower repays the Exempt
          Loan in full.

          If the Participant dies after his distributions have commenced, the
          Trustee shall continue to distribute the remaining portion of the
          Participant's Account Balance at least as rapidly as under the method
          of distribution used prior to the Participant's death. If the
          Participant dies before distribution commences, the Trustee shall
          complete distribution of the Participant's or Former Participant's
          Account Balance by December 31 of the calendar year containing the
          fifth (5th) anniversary of the Participant's death, except to the
          extent that the Beneficiary elects to receive distributions under
          paragraphs (1) or (2) below:

          (1)  If any portion of the Participant's or Former Participant's
               Nonforfeitable Account Balance is payable to a Beneficiary, the
               Beneficiary may elect distributions over the life or over a
               period certain not greater than the life expectancy of the
               Designated Beneficiary commencing on or before December 31 of the
               calendar year immediately following the calendar year in which
               the Participant or Former Participant died;

          (2)  If the Beneficiary is the Participant's Surviving Spouse, the
               date distributions must begin under paragraph (1) above shall not
               be earlier than the later of: (i) December 31 of the calendar
               year immediately following the calendar year in which the
               Participant died; and (ii) December 31 of the calendar year in
               which the Participant would have attained age seventy and
               one-half (70 1/2) years. If the Participant has not made an
               election pursuant to this Section by the time of death, the
               Beneficiary must elect the method of distribution no later than
               the earlier of: (i) December 31 of the calendar year in which
               distributions must begin under this Section; or (ii) December 31
               of the calendar year which contains the fifth (5th) anniversary
               of the date of death of the Participant. If the Participant has
               no Beneficiary, or if the Beneficiary does not elect a method of
               distribution, distribution of the Account Balance of the
               Participant must be completed by December 31 of the calendar year
               containing the fifth (5th) anniversary of the Participant's
               death.

          (3)  If the Surviving Spouse is the Beneficiary of any portion of a
               deceased Participant's benefits under the Plan, the Surviving
               Spouse shall be permitted to direct that this distribution of
               benefits commence at a reasonable time following the death of the
               Participant or Former Participant under applicable Treasury
               regulations.

          (4)  If the Surviving Spouse dies after the Participant, but before
               payments to the Spouse begin, the preceding provisions of this
               Section, with the exception of paragraph (2), shall be applied as
               if the Surviving Spouse had been the Participant.

                                      -52-
<PAGE>

6.03 Designation of Beneficiary

     Each Participant will be given the opportunity to designate a Beneficiary
     or Beneficiaries, and from time to time the Participant may file with the
     Plan Administrator a new or revised designation on the form provided by the
     Plan Administrator. If a Participant is married, any designation of a
     Beneficiary other than the Participant's spouse must be consented to by the
     Participant's spouse pursuant to a Qualified Election.

     If a Participant dies without designating a Beneficiary, or if the
     Participant is predeceased by all designated Beneficiaries and contingent
     Beneficiaries, the Plan Administrator will distribute all benefits which
     are payable in the event of the Participant's death in the following manner
     and to the first of the following (who are listed in order of priority) who
     survive the Participant by at least 30 days:

     .    All to the Participant's Surviving Spouse;

     .    Equally among the then living children of the Participant (by birth or
          adoption);

     .    Among the Participant's then living lineal descendants, by right of
          representation; or

     .    The Participant's estate.

                                   ARTICLE 7

                             LIMITATIONS ON BENEFITS

7.01 Limitation on Annual Additions

     The amount of the Annual Addition which may be allocated under this Plan to
     any Participant's Account as of any Allocation Date will not exceed the
     Defined Contribution Limit (based upon his Aggregate Compensation up to
     such Valuation Date) reduced by the sum of any allocations of annual
     additions made to Participant's Accounts under this Plan as of any
     preceding Allocation Date within the Limitation Year. Such reductions shall
     be made in the event that an excess annual addition arises from
     contributions to the Plan based on estimated annual compensation, the
     allocation of forfeitures, a reasonable error occurs in determining the
     amount of elective deferrals under Code Section 402(g)(3) or under other
     facts and circumstances that the Commissioner finds justify the
     availability of relief under Treas. Reg. Section. 1.415-6(b)(6).

     If the Annual Addition under this Plan on behalf of a Participant is to be
     reduced as of any Allocation Date as a result of the next preceding
     paragraph, the reduction will be, to the extent required, effected by first
     reducing Participant contributions (which increase the annual addition),
     then Forfeitures (if any), and then Employer contributions to be allocated
     under this Plan on behalf of the Participant as of the Allocation Date.

     Any necessary reduction will be made as follows:

     (a)  The amount of the reduction consisting of nondeductible Participant
          contributions will be paid to the Participant as soon as
          administratively feasible.

     (b)  The amount of the reduction consisting of any other Participant
          contributions will be paid to the Participant as soon as
          administratively feasible.

     (c)  The amount of the reduction consisting of Forfeitures will be
          allocated and reallocated to other Accounts in accordance with the
          Plan formula for allocating Forfeitures to the extent that such
          allocations do not cause the additions to any other Participant's
          Accounts to exceed the lesser of the Defined Contribution Limit or any
          other limitation provided in the Plan.

                                      -53-
<PAGE>

     (d)  The amount of the reduction consisting of Employer contributions will
          be allocated and reallocated to other Accounts in accordance with the
          Plan formula for Employer Contributions to the extent that such
          allocations do not cause the additions to any other Participant's
          Accounts to exceed the lesser of the Defined Contribution Limit or any
          other limitation provided in the Plan.

     (e)  To the extent that the reductions described in paragraph (d) cannot be
          allocated to other Participant's Accounts, the reductions will be
          allocated to a suspense account as Forfeitures and held therein until
          the next succeeding Allocation Date on which Forfeitures could be
          applied under the provisions of the Plan. All amounts held in a
          suspense account must be applied as Forfeitures before any additional
          contributions, which would constitute annual additions, may be made to
          the Plan. If the Plan terminates, the suspense account will revert to
          the Employer to the extent it may not be allocated to any
          Participant's Accounts.

     (f)  If a suspense account is in existence at any time during a Limitation
          Year pursuant to this Section, it will not participate in the
          allocation of the Trust Fund's investment gains and losses.

     (g)  If no more than one-third of the employer contributions to the Plan
          are allocated to Participants who are Highly Compensated Employees,
          the limitations under this Section shall not apply to (i) forfeitures
          of Employer Securities under such Plan if the Employer Securities were
          acquired with the proceeds of an Exempt Loan, or (ii) employer
          contributions to the Plan which are deductible under Code Section
          404(a)(9)(B) and charged against the Participant's Account.

7.02 Where Employer Maintains Another Qualified Plan

     (a)  Where Employer Maintains Another Qualified Defined Contribution Plan

          If the Employer maintains this Plan and one or more other qualified
          defined contribution plans, one or more welfare benefit funds (as
          defined in Code Section 419(e)), or one or more individual medical
          accounts (as defined in Code Section 415(l)(2)), all of which are
          referred to in this Article 7 as "qualified defined contribution
          plans", the annual additions allocated under this Plan to any
          Participant's Accounts will be limited in accordance with the
          allocation provisions of this Section 7.02(a).

          The amount of the Annual Additions which may be allocated under this
          Plan to any Participant's Accounts as of any Allocation Date will not
          exceed the Defined Contribution Limit (based upon Aggregate
          Compensation up to the allocation date) reduced by the sum of any
          allocations of Annual Additions made to the Participant's Accounts
          under this Plan and any other qualified defined contribution plans
          maintained by the Employer as of any earlier Allocation Date within
          the Limitation Year.

          If an Allocation Date of this Plan coincides with an Allocation Date
          of any other plan described in the above paragraph, the amount of
          Annual Additions to be allocated on behalf of a Participant under this
          Plan as of such date will be an amount equal to the product of the
          amount described in the next preceding paragraph multiplied by a
          fraction (not to exceed 1.0), the numerator of which is the amount to
          be allocated under this Plan without regard to this Article during the
          Limitation Year and the denominator of which is the amount that would
          otherwise be allocated on the Allocation Date under all plans without
          regard to this Article 7.

          If the Annual Addition under this Plan on behalf of a Participant is
          to be reduced as of any Allocation Date as a result of the next
          preceding two paragraphs, the reduction will be, to the extent
          required, effected by first reducing Participant contributions (which
          increase the annual addition), then Forfeitures (if any), and then any
          Employer contributions, to be allocated under this Plan on behalf of
          the Participant as of the Allocation Date.

          If as a result of the first four paragraphs of this Section 7.02 the
          allocation of Annual Additions is reduced, the reduction will be
          treated in the manner described in the third paragraph of Section
          7.01.

                                      -54-
<PAGE>

     (b)  [Reserved]

7.03 Definitions Applicable to Article 7

     (a)  Aggregate Compensation

          Aggregate Compensation means the total amount of salary, wages,
          commissions, bonuses and overtime, paid or otherwise includable in the
          gross income of a Participant during the Limitation Year, but
          excluding:

          (i)  Employer contributions to any deferred compensation plan (to the
               extent the contributions are not included in the Participant's
               gross income for the taxable year in which contributed) or
               simplified employee pension under Code Section 408(k) (to the
               extent the contributions are excludable from the Participant's
               gross income;

          (ii) distributions from any plan of deferred compensation, whether or
               not such amounts are includable in the gross income of the
               Employees when distributed;

          (iii) amounts realized from the exercise of any nonqualified stock
               option, or when restricted stock becomes freely transferrable or
               is no longer subject to a substantial risk of forfeiture;

          (iv) amounts realized from the sale, exchange, or other disposition of
               stock acquired under a qualified stock option described in Part
               II, Subchapter D, Chapter 1 of the Code;

          (v)  premiums paid by the Employer for group term life insurance (to
               the extent the premiums are not includable in the Participant's
               gross income); contributions by the Employer to an annuity under
               Code Section 403(b) (to the extent not includable in the
               Participant's gross income); and any other amounts received under
               any Employer sponsored fringe benefit plan (to the extent not
               includable in the Participant's gross income);

          (vi) any contribution for medical benefits, within the meaning of Code
               Section 419A(f)(2), after separation from Service which is
               otherwise treated as an Annual Addition; and

          (vii) any amount otherwise treated as an Annual Addition under Code
                Section 415(l)(1).

          For Plan Years beginning prior to January 1, 1998, Aggregate
          Compensation excludes any amounts contributed by the Employer or any
          Related Employer on behalf of any Employee pursuant to a salary
          reduction agreement which are not includable in the gross income of
          the Employee due to Code Section 125, 402(e)(3), 402(h), 403(b), and
          402(k).

          Notwithstanding the above, for Plan Years beginning on or after
          January 1, 1998, Aggregate Compensation includes any amounts
          contributed by the Employer or any Related Employer on behalf of any
          Employee pursuant to a salary reduction agreement which are not
          includable in the gross income of the Employee due to Code Section
          125, 402(e)(3), 402(h), 402(k) or 403(b), and effective January 1,
          2002, amounts not includable in gross income due to Code Section
          132(f)(4).

          Aggregate Compensation in excess of the Statutory Compensation Limit
          is disregarded.

          Aggregate Compensation for any Limitation Year is the Aggregate
          Compensation actually paid or includable in gross income in such year.

     (b)  Allocation Date

                                      -55-
<PAGE>

          Allocation Date means the date with respect to which all or a portion
          of employer contributions, employee contributions or forfeitures or
          both are allocated to Participant accounts under a defined
          contribution plan.

     (c)  Annual Additions

          For Plan Years beginning after December 31, 1986, Annual Additions are
          the sum of the following amounts allocated to any defined contribution
          plan maintained by the Employer (including voluntary contributions to
          any defined benefit plan maintained by the Employer) on behalf of a
          Participant for a Limitation Year:

          .    All Employee and Employer contributions;

          .    All reallocated forfeitures;

          .    Amounts allocated after March 31, 1984, to an individual medical
               account, as defined in Code Section 415(1)(2) which is part of a
               pension or annuity plan maintained by the Employer, and amounts
               derived from contributions paid or accrued after December 31,
               1985, in taxable years ending after that date, which are
               attributable to post-retirement medical benefits required by Code
               Section 401(h)(6) to be allocated to the separate account of a
               Key Employee under a welfare benefit plan (as defined in Code
               Section 419(e)) maintained by the Employer.

          Contributions or forfeitures will be treated as Annual Additions
          regardless of whether they constitute Excess Deferrals, Excess
          Contributions or Excess Aggregate Contributions within the meaning of
          the regulations under Code Section 401(k) or 401(m) and regardless of
          whether they are corrected through distribution or recharacterization.
          Excess deferrals distributed in accordance with Treasury Regulation
          1.402(g)-1(e)(2) or (3) are not Annual Additions. The Annual Addition
          for any Limitation Year beginning before January 1, 1987, will not be
          recomputed to treat all Employee After-tax Contributions as Annual
          Additions.

     (d)  Annual Benefit

          Annual Benefit means a benefit payable annually in the form of a
          straight life annuity (with no ancillary benefits) under a plan to
          which employees do not contribute and under which no rollover
          contributions are made.

     (e)  Defined Contribution Limit

          Effective January 1, 2002, the Defined Contribution Limit, except to
          the extent permitted under Code Section 414(v) if applicable, for a
          given Limitation Year is equal to the lesser of (1) the Defined
          Contribution Compensation Limit, which is 100% of Aggregate
          Compensation applicable to the Limitation Year, or (2) the Defined
          Contribution Dollar Limit, which is $40,000 as adjusted for increases
          in the cost-of-living under Code Section 415(d). If a short Limitation
          Year is created because of an amendment changing the Limitation Year
          to a different 12 consecutive month period, the Defined Contribution
          Dollar Limit is multiplied by a fraction, the numerator of which is
          equal to the number of months in the short Limitation Year and the
          denominator of which is 12.

     (f)  Employer

          The Employer is the Employer that adopts this Plan together with all
          Related Employers. For this purpose, the definition of Related
          Employer in Section 1.35 of this Plan is modified by Code Section
          415(h).

     (g)  Limitation Year

                                      -56-
<PAGE>

          The Limitation Year will be the 12 consecutive month period which is
          specified in Article 1 of this Plan and which is adopted for all
          qualified plans maintained by the Employer pursuant to a Written
          Resolution adopted by the Employer. In the event of a change in the
          Limitation Year, the additional limitations of Treasury Regulation
          Section 1.415-2(b)(4)(iii) will also apply.

7.04 Effect of Top-Heavy Status

     (a)  General

          Notwithstanding the provisions of Section 7.03, "1.0" will be
          substituted for "1.25" wherever it appears in Sections 7.03(h) and
          7.03(k) for any Limitation Year in which the Plan is found to be
          Top-Heavy for the Plan Year which coincides with or ends within such
          Limitation Year.

     (b)  Non-application

          If the Plan is not determined to be Super Top-Heavy, then for the Plan
          Year which coincides with or ends within a Limitation Year, the
          following will apply:

          (1)  Any Non-Key Employee who is a Participant in both this Plan and a
               defined benefit plan maintained by the Employer or a Related
               Employer will be entitled to a minimum accrued benefit under the
               defined benefit plan equal to the greater of the accrued benefit
               provided under the defined benefit plan or a monthly benefit in
               the form of a straight life annuity (with no ancillary benefits)
               commencing at normal retirement date equal to the Participant's
               average monthly compensation (which means the average rate of
               Aggregate Compensation during the five consecutive years, as
               defined for purposes of determining average monthly compensation,
               in which the Participant had the highest Aggregate Compensation)
               multiplied by the lesser of (A) 3% for each year of benefit
               service performed while actually participating in the plan during
               a Plan Year in which the plan is determined to be Top-Heavy, or
               (B) 30%.

               A Participant will not be required to be employed on the last day
               of a Plan Year in order to be entitled to the benefit provided by
               this Section 7.04(b). The defined benefit plan may not satisfy
               the requirements of this Section 7.04(b) through Employer
               contributions to Social Security.

          (2)  Section 7.04(a) will not apply for such Limitation Year.

     (c)  Minimum Allocation.

          If a defined benefit plan maintained by the Employer which benefits a
          Key Employee depends on this Plan to satisfy the nondiscrimination
          rules of Code Section 401(a)(4) or the coverage rules of Code Section
          410 (or another plan benefiting the Key Employee so depends on the
          defined benefit plan), each Non-Key Employee shall receive a top heavy
          minimum allocation of five percent (5%) of the Non-Key Employee's
          Compensation regardless of the contribution rate for the Key Employee.
          The minimum allocation under this Section shall be provided to each
          Non-Key Employee who is a Participant and is employed by the Employer
          on the last day of the Plan Year, whether or not the Participant has
          been credited with one thousand (1,000) Hours of Service for the Plan
          Year. The minimum allocation under this Section shall not be provided
          to any Participant who was not employed by the Employer on the last
          day of the Plan Year. The provisions of this Section shall not apply
          to any Participant to the extent the Participant is covered under any
          other plan or plans of the Employer under which the minimum allocation
          or benefit requirements under Code Section 416(c)(1) or (c)(2) are met
          for the Participant.

                                   ARTICLE 8

                                  MISCELLANEOUS

                                      -57-
<PAGE>

8.01 Employment Rights of Parties Not Restricted

     The adoption and maintenance of this Plan will not be deemed a contract
     between the Employer and any Employee. Nothing in this Plan will give any
     Employee or Participant the right to be retained in the employ of the
     Employer or to interfere with the right of the Employer to discharge any
     Employee or Participant at any time, nor will it give the Employer the
     right to require any Employee or Participant to remain in its employ, or to
     interfere with any Employee's or Participant's right to terminate his
     employment at any time.

8.02 Alienation

     (a)  General

          No person entitled to any benefit under this Plan will have any right
          to sell, assign, transfer, hypothecate, encumber, commute, pledge,
          anticipate or otherwise dispose of his interest in the benefit, and
          any attempt to do so will be void. No benefit under this Plan will be
          subject to any legal process, levy, execution, attachment or
          garnishment for the payment of any claim against such person.

     (b)  Exceptions

          Section 8.02(a) will not apply to the extent a Participant or
          Beneficiary is indebted to the Plan under the provisions of the Plan.
          At the time a distribution is to be made to or for a Participant's or
          Beneficiary's benefit, the portion of the amount distributed which
          equals the indebtedness will be withheld by the Trustee to apply
          against or discharge the indebtedness. Before making a payment,
          however, the Participant or Beneficiary must be given written notice
          by the Plan Administrator that the indebtedness is to be so paid in
          whole or part from his Vested Accrued Benefit. If the Participant or
          Beneficiary does not agree that the indebtedness is a valid claim
          against his Vested Accrued Benefit, he will be entitled to a review of
          the validity of the claim in accordance with procedures established by
          the Plan Administrator.

          Section 8.02(a) will not apply to a qualified domestic relations order
          (QDRO) as defined in Code Section 414(p), and those other domestic
          relations orders permitted to be so treated by the Plan Administrator
          under the provisions of the Retirement Equity Act of 1984. The Plan
          Administrator will establish a written procedure to determine the
          qualified status of domestic relations orders and to administer
          distributions under such qualified orders. Further, to the extent
          provided under a QDRO, a former spouse of a Participant will be
          treated as the spouse or Surviving Spouse for all purposes under the
          Plan. Where, however, because of a QDRO, more than one individual is
          to be treated as a Surviving Spouse, the total amount to be paid in
          the form of a Qualified Survivor Annuity or the survivor portion of a
          Qualified Joint and Survivor Annuity may not exceed the amount that
          would be paid if there were only one Surviving Spouse. All rights and
          benefits, including elections, provided to a Participant under this
          Plan will be subject to the rights afforded to any alternate payee as
          such term is defined in Code Section 414(p).

          This Plan specifically permits distribution to an alternate payee
          under a QDRO (without regard to whether the Participant has attained
          his or her earliest retirement age as that term is defined under Code
          Section 414(p)) in the same manner that is provided for a Vested
          Terminated Participant.

8.03 Qualification of Plan

     The Employer will have the sole responsibility for obtaining and retaining
     qualification of the Plan under the Code with respect to the Employer's
     individual circumstances.

8.04 Construction

                                      -58-
<PAGE>

     To the extent not preempted by ERISA, this Plan will be construed according
     to the laws of the state in which the Employer's principal place of
     business is located. Words used in the singular will include the plural,
     the masculine gender will include the feminine, and vice versa, whenever
     appropriate.

8.05 Named Fiduciaries

     (a)  Allocation of Functions

          The authority to control and manage the operation and administration
          of the Plan and Trust created by this instrument will be allocated
          between the Plan Sponsor, the Trustee, and the Plan Administrator, all
          of whom are designated as Named Fiduciaries with respect to the Plan
          and Trust as provided for by Section 402(a)(2) of ERISA. The Plan
          Sponsor reserves the right to allocate the various responsibilities
          for the present execution of the functions of the Plan, other than the
          Trustee's responsibilities, among its Named Fiduciaries. Any person or
          group of persons may serve in more than one fiduciary capacity with
          regard to the Plan.

     (b)  Responsibilities of the Plan Sponsor

          The Plan Sponsor, in its capacity as a Named Fiduciary, will have only
          the following authority and responsibility:

          .    To appoint or remove the Plan Administrator and furnish the
               Trustee with certified copies of any resolutions of the Plan
               Sponsor with regard thereto;

          .    To appoint and remove the Trustee;

          .    To appoint a successor Trustee or additional Trustees;

          .    To communicate information to the Plan Administrator and the
               Trustee as needed for the proper performance of the duties of
               each;

          .    To appoint an investment manager (or to refrain from such
               appointment), to monitor the performance of the investment
               manager so appointed, and to terminate such appointment (more
               than one investment manger may be appointed and in office at any
               time); and

          .    To establish and communicate to the Trustee a funding policy for
               the Plan.

     (c)  Limitation on Obligations of Named Fiduciaries

          No Named Fiduciary will have authority or responsibility to deal with
          matters other than as delegated to it under this Plan or by operation
          of law. A Named Fiduciary will not in any event be liable for breach
          of fiduciary responsibility or obligation by another fiduciary
          (including Named Fiduciaries) if the responsibility or authority of
          the act or omission deemed to be a breach was not within the scope of
          the Named Fiduciary's authority or delegated responsibility.

     (d)  Standard of Care and Skill

          The duties of each fiduciary will be performed with the care, skill,
          prudence and diligence under the circumstances then prevailing that a
          prudent person acting in a like capacity and familiar with such
          matters would use in the conduct of an enterprise of like character
          and with like objectives.

8.06 Status of Insurer

     The term Insurer refers to any legal reserve life insurance company
     licensed to do business in the state within which the Employer maintains
     its principal office. The Insurer will file such returns, keep such
     records, make such reports and supply such information as required by
     applicable law or regulation.

                                      -59-
<PAGE>

8.07 Adoption and Withdrawal by Other Organizations

     (a)  Procedure for Adoption

          Subject to the provisions of this Section 8.07, any organization now
          in existence or hereafter formed or acquired, which is not already a
          Participating Employer under this Plan and which is otherwise legally
          eligible may, in the future, with the consent and approval of the Plan
          Sponsor, by formal Written Resolution (referred to in this Section as
          an Adoption Resolution), adopt the Plan and Trust hereby created for
          all or any classification of persons in its employment and thereby,
          from and after the specified effective date, become a Participating
          Employer under this Plan. Such consent will be effected by and
          evidenced by a formal Written Resolution of the Plan Sponsor. The
          Adoption Resolution may contain such specific changes and variations
          in Plan terms and provisions applicable to the adopting Participating
          Employer and its Employees as may be acceptable to the Plan Sponsor
          and the Trustee. However, the sole, exclusive right of any other
          amendment of whatever kind or extent to the Plan is reserved to the
          Plan Sponsor. The Adoption Resolution will become, as to the adopting
          organization and its Employees, a part of this Plan as then amended or
          thereafter amended. It will not be necessary for the adopting
          organization to sign or execute the original or then amended Plan and
          Trust Agreement or any future amendment to the Plan and Trust
          Agreement. The effective date of the Plan for the adopting
          organization will be that stated in the Adoption Resolution and from
          and after such effective date the adopting organization will assume
          all the rights, obligations and liabilities as a Participating
          Employer under this Plan. The administrative powers of and control by
          the Plan Sponsor as provided in the Plan, including the sole right of
          amendment or termination of the Plan, of appointment and removal of
          the Plan Administrator and the Trustee, and of appointment and removal
          of an investment manager will not be diminished by reason of the
          participation of the adopting organization in the Plan.

     (b)  Withdrawal

          Any Participating Employer may withdraw from the Plan at any time,
          without affecting the Plan Sponsor or other Participating Employers
          not withdrawing, by complying with the provisions of the Plan. A
          withdrawing Participating Employer may arrange for the continuation by
          itself or its successor of this Plan in separate forms for its own
          employees, with such amendments, if any, as it may deem proper, and
          may arrange for continuation of the Plan by merger with an existing
          plan and transfer of plan assets. The Plan Sponsor may, it its
          absolute discretion, terminate a Participating Employer's
          participation at any time when in its judgment the Participating
          Employer fails or refuses to discharge its obligations under the Plan.

     (c)  Adoption Contingent Upon Initial and Continued Qualifications

          The adoption of this Plan by an organization as provided is hereby
          made contingent and subject to the condition precedent that said
          adopting organization meets all the statutory requirements for
          qualified plans, including, but not limited to, Sections 401(a) and
          501(a) of the Internal Revenue Code for its Employees. If the Plan or
          the Trust, in its operation, becomes disqualified, for any reason, as
          to the adopting organization and its Employees, the portion of the
          Plan assets allocable to them will be segregated as soon as is
          administratively feasible, pending either the prompt (1)
          requalification of the Plan as to the organization and its employees
          to the satisfaction of the Internal Revenue Service so as not to
          affect the continued qualified status thereof as to other Employers,
          (2) withdrawal of the organization from this Plan and a continuation
          by itself or its successor of its plan separately from this Plan, or
          by merger with another existing plan, with a transfer of its said
          segregated portion of Plan assets, or (3) termination of the Plan as
          to itself and its Employees.

8.08 Employer Contributions

     Employer contributions made to the Plan and Trust are made and will be held
     for the sole purpose of providing benefits to Participants and their
     Beneficiaries.

                                      -60-
<PAGE>

     In no event will any contribution made by the Employer to the Plan and
     Trust or income therefrom revert to the Employer except as provided in
     Section 7.01(e) or as provided below.

     (a)  Any contribution made to the Plan and Trust by the Employer because of
          a mistake of fact may be returned to the Employer within one year of
          such contribution. The amount of the mistaken contribution is equal to
          the excess of (a) the amount contributed over (b) the amount that
          would have been contributed had there not occurred a mistake of fact.
          Earnings attributable to mistaken contributions may not be returned to
          the Employer, but losses attributable thereto shall reduce the amount
          to be returned.

     (b)  Notwithstanding any other provision of the Plan and Trust, if the
          Internal Revenue Service determines initially that the Plan, as
          adopted by the Employer, does not qualify under applicable sections of
          the Code and applicable Treasury Department Regulations, and the
          Employer does not wish to amend this Plan and Trust so that it does
          qualify, the value of all assets will be distributed by the Trustee to
          the Employer within one year after the date such initial qualification
          is denied. Thereafter, the Employer's participation in this Plan and
          Trust will be considered rescinded and of no force or effect.

     (c)  Any contribution made by the Employer is conditioned on the
          deductibility of such contribution and may be refunded to the
          Employer, to the extent the contribution is determined not to be
          deductible, within one year after such determination is made. Earnings
          attributable to excess contributions may not be returned to the
          Employer, but losses attributable thereto shall reduce the amount to
          be returned.

8.09 Employees in Qualified Military Service

     Notwithstanding any provision of this Plan to the contrary, contributions,
     benefits and service credits with respect to qualified military service
     will be provided in accordance with Section 414(u) of the Internal Revenue
     Code.

8.10 Unclaimed Benefits

     In the event of the failure of a Participant or Beneficiary to claim
     benefits payable under the Plan, and the inability of the Plan
     Administrator to find the Participant or Beneficiary after a good faith
     effort to do so, the benefits shall be allocated in the same manner as
     Forfeitures at the end of the applicable Plan Year. This provision shall be
     administered in a uniform and non-discriminatory manner. If a claim is
     later made by the Participant or his Beneficiary, the benefits, together
     with estimated earnings, will be reinstated from subsequent forfeitures,
     and to the extent insufficient to make such restitution, from Employer
     contributions.

                                   ARTICLE 9

                                 ADMINISTRATION

9.01 Plan Administrator

     The Plan Administrator will have the responsibility for the general
     supervision and administration of the Plan and will be a fiduciary of the
     Plan. The Employer may, by Written Resolution, appoint one or more
     individuals to serve as Plan Administrator. If the Employer does not
     appoint an individual or individuals as Plan Administrator, the Employer
     will function as Plan Administrator. The Employer may at any time, with or
     without cause, remove an individual as Plan Administrator or substitute
     another individual therefor.

9.02 Powers and Duties of the Plan Administrator

     The Plan Administrator will be charged with and will have delegated to it
     the power, duty, authority and discretion to interpret and construe the
     provisions of this Plan, to determine its meaning and intent and to make
     application thereof to the facts of any individual case; to determine in
     its discretion the rights and benefits of Participants or the eligibility
     of Employees; to give necessary instructions and directions to the

                                      -61-
<PAGE>

     Trustee and the Insurer as herein provided or as may be requested by the
     Trustee and the Insurer from time to time; to resolve all questions of fact
     relating to any of the foregoing; and to generally direct the
     administration of the Plan according to its terms. All decisions of the
     Plan Administrator in matters properly coming before it according to the
     terms of this Plan, and all actions taken by the Plan Administrator in the
     proper exercise of its administrative powers, duties and responsibilities,
     will be final and binding upon all Employees, Participants and
     Beneficiaries and upon any person having or claiming any rights or interest
     in this Plan. The Employer and the Plan Administrator will make and receive
     any reports and information, and retain any records necessary or
     appropriate to the administration of this Plan or to the performance of
     duties hereunder or to satisfy any requirements imposed by law. In the
     performance of its duties, the Plan Administrator will be entitled to rely
     on information duly furnished by any Employee, Participant or Beneficiary
     or by the Employer or Trustee.

     Notwithstanding the foregoing, if the Plan Administrator adopts a loan
     policy, pursuant to Section 11.16, the loan policy must be a written
     document and must include (A) the identity of the person or positions
     authorized to administer the Participant loan program; (B) a procedure for
     applying for the loan; (C) the criteria for approving or denying a loan;
     (D) the limitations, if any, on the types and amounts of loans available;
     (E) the procedure for determining a reasonable rate of interest; (F) the
     types of collateral which may secure the loan; and (G) the events
     constituting default and the steps the Plan will take to preserve plan
     assets in the event of default. This Section specifically incorporates any
     written loan policy adopted by the Plan Administrator as part of the
     Employer's Plan.

9.03 Actions of the Plan Administrator

     The Plan Administrator may adopt such rules as it deems necessary,
     desirable or appropriate with respect to the conduct of its affairs and the
     administration of the Plan. Whenever any action to be taken in accordance
     with the terms of the Plan requires the consent or approval of the Plan
     Administrator, or whenever an interpretation is to be made of the terms of
     the Plan, the Plan Administrator will act in a uniform and
     non-discriminatory manner, treating all Employees and Participants in
     similar circumstances in a like manner. If the Plan Administrator is a
     group of individuals, all of its decisions will be made by a majority vote.
     The Plan Administrator will have the authority to employ one or more
     persons to render advice or services with regard to the responsibilities of
     the Plan Administrator, including but not limited to attorneys, actuaries,
     and accountants. Any persons employed to render advice or services will
     have no fiduciary responsibility for any ministerial functions performed
     with respect to this Plan.

9.04 Reliance on Plan Administrator and Employer

     Until the Employer gives notice to the contrary, the Trustee and any
     persons employed to render advice or services will be entitled to rely on
     the designation of Plan Administrator that has been furnished to them. In
     addition, the Trustee and any persons employed to render advice or services
     will be fully protected in acting upon the written directions and
     instructions of the Plan Administrator made in accordance with the terms of
     this Plan. If the Plan Administrator is a group of individuals, unless
     otherwise specified, any one of such individuals will be authorized to sign
     documents on behalf of the Plan Administrator and such authorized
     signatures will be recognized by all person dealing with the Plan
     Administrator.

     The Trustee and any persons employed to render advice or services may take
     cognizance of any rules established by the Plan Administrator and rely upon
     them until notified to the contrary. The Trustee and any persons employed
     to render advice or services will be fully protected in taking any action
     upon any paper or document believed to be genuine and to have been properly
     signed and presented by the Plan Administrator, Employer or any agent of
     the Plan Administrator acting on behalf of the Plan Administrator.

9.05 Reports to Participants

     The Plan Administrator will report in writing to a Participant his Accrued
     Benefit under the Plan and the Vested Percentage of such benefit when the
     Participant terminates his employment or requests such a report in writing
     from the Plan Administrator. To the extent required by law or regulation,
     the Plan Administrator will annually furnish to each Participant, and to
     each Beneficiary receiving benefits, a report which fairly summarizes the
     Plan's most recent report.

                                      -62-
<PAGE>

9.06 Bond

     The Plan Administrator and other fiduciaries of the Plan will be bonded to
     the extent required by ERISA or other applicable law. No additional bond or
     other security for the faithful performance of any duties under this Plan
     will be required.

9.07 Compensation of Plan Administrator

     The Compensation of the Plan Administrator will be left to the discretion
     of the Plan Sponsor; no person who is receiving full pay from the Employer
     will receive compensation for services as Plan Administrator. All
     reasonable and necessary expenses incurred by the Plan Administrator in
     supervising and administering the Plan will be paid from the Plan assets by
     the Trustee at the direction of the Plan Administrator to the extent not
     paid by the Plan Sponsor.

9.08 Claims Procedure

     The Plan Administrator will make all determinations as to the rights of any
     Employee, Participant, Beneficiary or other person under the terms of this
     Plan. Any Employee, Participant or Beneficiary, or person claiming under
     them, may make claim for benefit under this Plan by filing written notice
     with the Plan Administrator setting forth the substance of the claim. If a
     claim is wholly or partially denied, the claimant will have the opportunity
     to appeal the denial upon filing with the Plan Administrator a written
     request for review within 60 days after receipt of notice of denial. In
     making an appeal the claimant may examine pertinent Plan documents and may
     submit issues and comments in writing. Denial of a claim or a decision on
     review will be made in writing by the Plan Administrator delivered to the
     claimant within 60 days after receipt of the claim or request for review,
     unless special circumstances require an extension of time for processing
     the claim or review, in which event the Plan Administrator's decision must
     be made as soon as possible thereafter but not beyond an additional 60
     days. If no action on an initial claim is taken within 120 days, the claims
     will be deemed denied for purposes of permitting the claimant to proceed to
     the review stage. The denial of a claim or the decision on review will
     specify the reasons for the denial or decision and will make reference to
     the pertinent Plan provisions upon which the denial or decision is based.
     The denial of a claim will also include a description of any additional
     material or information necessary for the claimant to perfect the claim and
     an explanation of the claim review procedure herein described. The Plan
     Administrator will serve as an agent for service of legal process with
     respect to the Plan unless the Employer, through written resolution,
     appoints another agent.

     If a Participant or Beneficiary is entitled to a distribution from the
     Plan, the Participant or Beneficiary will be responsible for providing the
     Plan Administrator with his current address. If the Plan Administrator
     notifies the Participant or Beneficiary by registered mail (return receipt
     requested) at his last known address that he is entitled to a distribution
     and also notifies him of the provisions of this paragraph, and the
     Participant or Beneficiary fails to claim his benefits under the Plan or
     provide his current address to the Plan Administrator within one year after
     such notification, the distributable amount will be forfeited and used to
     reduce the cost of the Plan. If the Participant or Beneficiary is
     subsequently located, such benefit will be restored.

9.09 Liability of Fiduciaries

     Except for a breach of fiduciary responsibility due to gross negligence or
     willful misconduct, the Plan Administrator will not incur any individual
     liability for any decision, act, or failure to act hereunder. The Plan
     Administrator may engage agents to assist it and may engage legal counsel
     who may be counsel for the Employer. The Plan Administrator will not be
     responsible for any action taken or omitted to be taken on the advice of
     counsel.

     If there is more than one person serving as a fiduciary in any capacity
     (for example, co-Trustees), each will use reasonable care to prevent the
     other or others from committing a breach of this Plan. Nothing contained in
     this Section will preclude any agreement allocating specific
     responsibilities or obligations among the co-fiduciaries provided that the
     agreement does not violate any of the terms and provisions of this Plan. In
     those instances where any duties have been allocated between
     co-fiduciaries, a fiduciary will not be liable for any loss resulting to
     the Plan arising from any act or omission on the part of another
     co-

                                      -63-
<PAGE>

     fiduciary to whom responsibilities or obligations have been allocated
     except under the following circumstances:

     .    If he participates knowingly in, or knowingly undertakes to conceal,
          an act or omission of a co-fiduciary knowing the act or omission is a
          breach, or

     .    If by his failure to comply with his specific responsibilities which
          give rise to his status as a fiduciary, he has enabled the other
          fiduciary to commit a breach; or

     .    If he has knowledge of a breach by a co-fiduciary, unless he makes
          reasonable efforts under the circumstances to remedy the breach.

9.10 Expenses of Administration

     The Employer does not and will not guarantee the Plan assets against loss.
     The Employer may in its sole discretion, but will not be obligated to, pay
     the ordinary expenses of establishing the Plan, including the fees of
     consultants, accountants and attorneys in connection therewith. The
     Employer may, in its sole discretion (but will not be obligated to), pay
     other costs and expenses of administering the Plan, the taxes imposed upon
     the Plan, if any, and the fees, charges or commissions with respect to the
     purchase and sale of Plan assets. Unless paid by the Employer, such costs
     and expenses, taxes (if any), and fees, charges and commissions will be a
     charge upon Plan assets and deducted by the Trustee.

9.11 Distribution Authority

     If any person entitled to receive payment under this Plan is a minor,
     declared incompetent or is under other legal disability, the Plan
     Administrator may, in its sole discretion, direct the Trustee to:

     .    Distribute directly to the person entitled to the payment;

     .    Distribute to the legal guardian or, if none, to a parent of the
          person entitled to payment or to a responsible adult with whom the
          person entitled to payment maintains his residence;

     .    Distribute to a custodian for the person entitled to payment under the
          Uniform Gifts to Minors Act if permitted by the laws of the state in
          which the person entitled to payment resides; or

     .    Withhold distribution of the amount payable until a court of competent
          jurisdiction determines the rights of the parties thereto or appoints
          a guardian of the estate of the person entitled to payment.

     If there is any dispute, controversy or disagreement between any
     Beneficiary or person and any other person as to who is entitled to receive
     the benefits payable under this Plan, or if the Plan Administrator is
     uncertain as to who is entitled to receive benefits, or if the Plan
     Administrator is unable to locate the person who is entitled to benefits,
     the Plan Administrator may with acquittance interplead the funds into a
     court of competent jurisdiction in the judicial district in which the
     Employer maintains its principal place of business and, upon depositing the
     funds with the clerk of the court, be released from any further
     responsibility for the payment of the benefits. If it is necessary for the
     Plan Administrator to retain legal counsel or incur any expense in
     determining who is entitled to receive the benefits, whether or not it is
     necessary to institute court action, the Plan Administrator will be
     entitled to reimbursement from the benefits for the amount of its
     reasonable costs, expenses and attorneys' fees incurred.

                                   ARTICLE 10

                        AMENDMENT OR TERMINATION OF PLAN

10.01 Right of Plan Sponsor to Amend or Terminate

                                      -64-
<PAGE>

     The Plan Sponsor reserves the right to alter, amend, revoke or terminate
     this Plan. No amendment will deprive any Participant or Beneficiary of any
     vested right nor will it reduce the present value (determined upon an
     actuarial equivalent basis) of any Accrued Benefit to which he is then
     entitled with respect to Employer contributions previously made, except as
     may be required to maintain the Plan as a qualified plan under the Code. No
     amendment will change the duties or responsibilities of the Trustee without
     its express written consent thereto.

     A plan amendment which has the effect of (a) eliminating or reducing an
     early retirement benefit or a retirement-type subsidy, or (b) eliminating
     an optional benefit form, will, with respect to benefits attributable to
     service before the amendment be treated as reducing Accrued Benefits. In
     the case of a retirement-type subsidy, the preceding sentence will apply
     only with respect to a Participant who satisfies (either before or after
     the amendment) the preamendment conditions for the subsidy. In general, a
     retirement-type subsidy is a subsidy that continues after retirement but
     does not include a disability retirement benefit, a medical benefit, a
     social security supplement, a pre-retirement death benefit, or a plant
     shutdown benefit (that does not continue after retirement).

     A minimum Accrued Benefit value will apply if this Plan is or becomes a
     successor to a profit sharing plan, a defined contribution pension plan, a
     target benefit plan, or a defined benefit pension plan which was fully
     insured, or any plan under which the accrued benefit of a Participant was
     determined as a lump sum or account balance. The actuarial equivalent value
     of a Participant's Accrued Benefit will not be less than the actuarial
     equivalent value of his Accrued Benefit on the Effective Date of the Plan.

10.02 Allocation of Assets Upon Termination of Plan

     If this Plan is revoked or terminated (in whole or in part) or if
     contributions are completely discontinued, the Accounts of all affected
     Participants will become non-forfeitable. The Employer will then arrange
     for allocation of all assets among Participants so affected by the total or
     partial termination in accordance with the requirements of all applicable
     law and the regulations and requirements of the Internal Revenue Service.
     All allocated amounts will be retained in the Plan to the credit of the
     individual Participants until distribution as directed by the Employer.
     Distribution to Participants may be in the form of cash or other Plan
     assets or partly in each.

10.03 Exclusive Benefit

     At no time will any part of the principal or income of the Plan assets be
     used or diverted for purposes other than the exclusive benefit of
     Participants in the Plan and their Beneficiaries, nor may any portion of
     the Plan assets revert to the Employer except as provided in Sections
     7.01(e) and 8.08.

10.04 Failure to Qualify

     Notwithstanding any of the foregoing provisions, if this Plan, upon
     adoption by the Employer, is submitted to the Internal Revenue Service
     which then determines that the Plan as initially adopted by the Employer is
     not a qualified plan under the Code, the Employer may elect to terminate
     this Plan by giving written notice thereof. Such termination will have the
     same effect as if the Plan were never adopted, all policies and contracts
     will be cancelled, and all contributions, to the extent recoverable from
     the Trustee, will be returned to their source. If any amendment to this
     Plan is submitted to the Internal Revenue Service within the period allowed
     under Code Section 401(b) which then determines that the Plan as amended is
     not a qualified plan under the Code, the Employer may cancel or modify any
     or all provisions of the amendment retroactive to the effective date of the
     amendment in order to maintain the qualified status of the Plan, whereupon
     written notice thereof will be furnished to all affected Employees,
     Participants and Beneficiaries.

10.05 Mergers, Consolidations or Transfers of Plan Assets

     In the event this Plan is merged or consolidated with another plan which is
     qualified under Code Sections 401(a) (and 501(a) if applicable), or in the
     event of a transfer of the assets or liabilities of this Plan to another
     plan which is qualified under Code Sections 401(a) (and 501(a) if
     applicable), the benefit which each Participant would be entitled to
     receive under the successor plan or other plan if it were terminated

                                      -65-
<PAGE>

     immediately after the merger, consolidation or transfer will be equal to or
     greater than the benefit which the Participant would have received
     immediately before the merger, consolidation or transfer if this Plan had
     then terminated.

     Any transfer of assets and/or liabilities to (or from) this Plan from (or
     to) another plan qualified under Code Sections 401(a) (and 501(a) if
     applicable) will be evidenced by a Written Resolution by the Plan Sponsor
     of each affected plan which specifically authorizes such transfer of assets
     and/or liabilities.

     Unless a transfer of assets to this Plan is an Elective Transfer, the Plan
     will preserve all Code Section 411(d)(6) protected benefits with respect to
     those transferred assets, in the manner described in Section 10.01. A
     transfer is an Elective Transfer if: (a) the transfer satisfies this
     Section 10.05; (b) the transfer is voluntary, under a fully informed
     election by the Participant; (c) the Participant has an alternative that
     retains his or her Code Section 411(d)(6) protected benefits, including an
     option to leave the benefit in the transferor plan, if that plan is not
     terminating; (d) the transfer satisfies the applicable spousal consent
     requirements of the Code; (e) the transferor plan satisfies the joint and
     survivor notice requirements of the Code, if the Participant's transferred
     benefit is subject to those requirements; (f) the Participant has a right
     to immediate distribution from the transferor plan, in lieu of the Elective
     Transfer; (g) the transferred benefit is at least the greater of the single
     sum distribution provided by the transferor plan for which the Participant
     is eligible or the present value of the Participant's Accrued Benefit under
     the transferor plan payable at that plan's normal retirement age; (h) the
     Participant has a one hundred percent (100%) Nonforfeitable interest in the
     transferred benefit; and (i) the transfer otherwise satisfies applicable
     Treasury regulations. An Elective Transfer may occur between qualified
     plans of any type.

     If the Plan receives a direct transfer, by merger or otherwise, of Elective
     Contributions, or amounts treated as Elective Contributions, under a Plan
     with a Code Section 401(k) arrangement, the distribution restrictions of
     Code Sections 401(k)(2) and 401(k)(10) continue to apply to those
     transferred Elective Contributions.

10.06 Effect of Plan Amendment on Vesting Schedule

     No amendment to the Vesting Schedule will deprive a Participant of his
     nonforfeitable right to his Vested Accrued Benefit as of the date of the
     amendment. Further, if the Vesting Schedule of the Plan is amended, or if
     the Plan is amended in any way that directly or indirectly affects the
     computation of a Participant's non-forfeitable percentage, each Participant
     with at least 3 Years of Vesting Service as of the last day of the election
     period described below may elect, within a reasonable period after the
     adoption of the amendment, to have his Vested Percentage computed under the
     Plan without regard to such amendment. The period during which such
     election may be made will commence with the date the amendment is adopted
     and will end 60 days after the latest of:

     (a)  the date the amendment is adopted;

     (b)  the date the amendment becomes effective; or

     (c)  the date the Participant is issued written notice of the amendment by
          the Employer.

                                   ARTICLE 11

                             TRUSTEE AND TRUST FUND

11.01 Acceptance of Trust

     The Trustee shall perform the duties of the Trustee in accordance with the
     terms and conditions set forth herein and in any separate trust agreement
     entered into with the Employer.

11.02 Trust Fund

     (a)  Purpose and Nature

                                      -66-
<PAGE>

          The Trustee will establish and maintain a Trust Fund for purposes of
          providing a means of accumulating the assets necessary to provide the
          benefits which become payable under the Plan. The Trustee will
          receive, hold and invest all contributions made by the Employer, any
          Participating Employers, and the Participants, including the
          investment earnings thereon. The Trust Fund arising from such
          contributions and earnings will consist of all assets held by the
          Trustee under the Plan and Trust. All benefits payable under the Plan
          will be paid by the Trustee from the Trust Fund.

          Any person having any claim under the Plan will look solely to the
          assets of the Trust Fund for satisfaction. In no event will the Plan
          Administrator, the Employer, any Employees, any officer of the
          Employer or any agents of the Employer or the Plan Administrator be
          liable in their individual capacities to any person whomsoever, under
          the provisions of this Plan and Trust, except as provided by law.

          The Trust Fund will be used and applied only in accordance with the
          provisions of the Plan and Trust, to provide the benefits thereof, and
          no part of the corpus or income of the Trust Fund will be used for, or
          diverted to, purposes other than for the exclusive benefit of the
          Participants or their Beneficiaries entitled to benefits under the
          Plan, except to the extent specifically provided elsewhere herein.

     (b)  Investments

          The Trustee will invest the Trust Fund in accordance with the
          investment policy for the Trust Fund considering the fiduciary
          requirements of law, the objectives of the Plan, and the liquidity
          needs of the Plan.

     (c)  Operation of Trust Fund

          The Trust Fund will be maintained in accordance with the accounting
          requirements of the Plan. No Participant will have any right to any
          specific asset or any specific portion of the Trust Fund prior to
          distribution of benefits. Withdrawals from the Trust Fund will be made
          to provide benefits to Participants and Beneficiaries in the amounts
          specified by the Plan, and to pay expenses authorized by the Plan
          Administrator.

     (d)  Plan Sponsor Direction of Investment

          The Plan Sponsor will have the right to direct the Trustee with
          respect to the investment and reinvestment of assets comprising the
          Trust Fund. The Trustee and the Plan Sponsor (or the Plan
          Administrator or an Investment Committee appointed by the Plan
          Sponsor) will execute a letter of agreement as a part of this Plan
          containing such conditions, limitations and other provisions they deem
          appropriate before the Trustee will follow any Plan Sponsor direction
          with respect to the investment or reinvestment of any part of the
          Trust Fund.

     (e)  Combined Trust Fund for Collective Investment Purposes

          At the Plan Sponsor's direction, the Trustee, for collective
          investment purposes, may combine into a single fund the Trust created
          under this Plan with the Trust created under any other qualified
          retirement plan maintained by the Plan Sponsor. The Plan Sponsor will
          ensure that records of the combined fund are maintained in such a
          manner as to properly reflect each Participant's Accrued Benefit under
          the Plan(s) in which he is a Participant.

11.03 Receipt of Contributions

     The Trustee will be accountable to the Employer for the funds contributed
     to it, but will have no duty to see that the contributions received comply
     with the provisions of the Plan. The Trustee will not be obligated to
     collect any contributions from the Employer or the Participants.

                                      -67-
<PAGE>

11.04 Powers of the Trustee

     Unless otherwise provided in the trust agreement, the Plan Sponsor
     designates the Trustee to administer the Trust as a nondiscretionary
     Trustee. The Trustee will not have any discretion or authority regarding
     investment of the Trust Fund, but must act solely as a directed trustee of
     the funds contributed to it. Subject to the provisions and limitations
     contained elsewhere in this Plan, the Trustee is authorized and empowered,
     but not by way of limitation, with the following powers, rights and duties:

     (a)  To invest any part or all of the Trust Fund in any common or preferred
          stocks, open-end or closed-end mutual funds, United States retirement
          plan bonds, corporate bonds, debentures, convertible debentures,
          commercial paper, U.S. Treasury bills, book entry deposits with the
          United States Federal Reserve Bank or System, Master Notes or similar
          arrangements sponsored by the Trustee or any other financial
          institution as permitted by law, improved or unimproved real estate
          situated in the United States, mortgages, notes or other property of
          any kind, real or personal, as a prudent man would so invest under
          like circumstances with due regard for the purposes of this Plan;

     (b)  To maintain any part of the assets of the Trust Fund in cash, or in
          demand or short-term time deposits bearing a reasonable rate of
          interest (including demand or short-term time deposits of or with the
          Trustee), or in a short-term investment fund or in other cash
          equivalents having ready marketability, including, but not limited to,
          U.S. Treasury Bills, commercial paper, certificates of deposit
          (including such certificates of deposit of or with the Trustee), and
          similar types of short-term securities, as may be deemed necessary by
          the Trustee in its sole discretion;

     (c)  To manage, sell, contract to sell, grant options to purchase, convey,
          exchange, transfer, abandon, improve, repair, insure, lease for any
          term even though commencing in the future or extending beyond the term
          of the Trust, and otherwise deal with all property, real or personal,
          in such manner, for such considerations and on such terms and
          conditions as the Trustee will decide;

     (d)  To credit and distribute the Trust as directed by the Plan
          Administrator or any agent of the Plan Administrator. The Trustee will
          not be obliged to inquire as to whether any payee or distributes is
          entitled to any payment or whether the distribution is proper or
          within the terms of the Plan, or as to the manner of making any
          payment or distribution. The Trustee will be accountable only to the
          Plan Administrator for any payment or distribution made by it in good
          faith on the order or direction of the Plan Administrator or any agent
          of the Plan Administrator;

     (e)  To borrow money, assume indebtedness, extend mortgages and encumber by
          mortgage or pledge;

     (f)  To compromise, contest, arbitrate, or abandon claims and demands, in
          its discretion;

     (g)  To have with respect to the Trust all of the rights of an individual
          owner, including the power to give proxies, to participate in any
          voting trusts, mergers, consolidations or liquidations, and to
          exercise or sell stock subscriptions or conversion rights;

     (h)  To hold any securities or other property in the name of the Trustee or
          its nominee, or in another form as it may deem best, with or without
          disclosing the trust relationship;

     (i)  To perform any and all other acts in its judgment necessary or
          appropriate for the proper and advantageous management, investment and
          distribution of the Trust;

     (j)  To retain any funds or property subject to any dispute without
          liability for the payment of interest, and to decline to make payment
          or delivery of the funds or property until final adjudication is made
          by a court of competent jurisdiction;

     (k)  To file all tax forms or returns required of the Trustee;

                                      -68-
<PAGE>

     (l)  To begin, maintain or defend any litigation necessary in connection
          with the administration of the Plan, except that the Trustee will not
          be obligated to or required to do so unless indemnified to its
          satisfaction;

     (m)  To keep any or all of the Trust property at any place or places within
          the United States or abroad, or with a depository or custodian at such
          place or places; provided, however, that the Trustee may not maintain
          the indicia of ownership of any assets of the Plan outside the
          jurisdiction of the District Courts of the United States, except as
          may be expressly authorized in U.S. Treasury or U.S. Department of
          Labor regulations; and

     (n)  To acquire or hold qualifying employer securities, defined in ERISA
          Section 407(d)(5), or qualifying employer real property, defined in
          ERISA Section 407(d)(4), of an Employer not to exceed a stated
          percentage, if any, of the Trust Fund and such additional authority as
          enumerated above under the description of the Trustee's authority, to
          the extent necessary and convenient to carry out the duties of the
          Trustee.

     (o)  Effective September 5, 2000, shares of stock in Placer Dome
          Corporation and Mississippi Chemical Corporation will no longer be
          permissible investments. Notwithstanding any Participant investment
          direction, as soon as administratively feasible after September 5,
          2000, any shares of stock in Placer Dome Corporation and Mississippi
          Chemical Corporation held in the Trust Fund which are not subject to
          an in-service withdrawal election under Section 3.03(b) above shall be
          sold by the Trustee. The Trustee shall reinvest the proceeds from the
          sale of such shares as directed by the Plan Administrator, pending
          investment direction of the Participant.

11.05 Investment in Common or Collective Trust Funds

     Notwithstanding the provisions of Section 11.04, the Plan Sponsor
     specifically authorizes the Trustee to invest all or any portion of the
     assets comprising the Trust Fund in any common or collective trust fund
     which at the time of the investment provides for the pooling of the assets
     of plans qualified under Code Section 401(a). The authorization applies
     only if such common or collective trust fund: (a) is exempt from taxation
     under Code Section 584 or 501(a); (b) if exempt under Code Section 501(a),
     expressly limits participation to pension and profit sharing trusts which
     are exempt under Code Section 501(a) by reason of qualifying under Code
     Section 401(a); (c) prohibits that part of its corpus or income which
     equitably belongs to any participating trust from being used for or
     diverted to any purposes other than for the exclusive benefit of the
     Employees or their Beneficiaries who are entitled to benefits under such
     participating trust; (d) prohibits assignment by participating trust of any
     part of its equity or interest in the group trust; and (e) the sponsor of
     the group trust created or organized the group trust in the United States
     and maintains the group trust at all times as a domestic trust in the
     United States. The provisions of the common or collective trust fund
     agreement, as amended by the Trustee from time to time, are by this
     reference incorporated within this Plan and Trust. The provisions of the
     common or collective trust fund will govern any investment of Plan assets
     in that fund. This provision constitutes the express permission required by
     Section 408(b)(8) of ERISA.

11.06 Investment in Insurance Company Contracts

     The Trustee may invest any portion of the Trust Fund in a deposit
     administration, guaranteed investment or similar type of investment
     contract (hereinafter referred to as Contract); provided, however, that no
     such Contract may provide for an optional form of benefit which would not
     be provided for under the provisions hereof. The Trustee will be the
     complete and absolute owner of Contracts held in the Trust Fund.

     The Trustee may convert from one form to another any Contract held in the
     Trust Fund; designate any mode of settlement; sell or assign any Contract
     held in the Trust Fund; surrender for cash any Contract held in the Trust
     Fund; agree with the insurance company issuing any Contract to any release,
     reduction, modification or amendment thereof; and, without limitation of
     any of the foregoing, exercise any and all of the rights, options and
     privileges that belong to the absolute owner of any Contract held in the
     Trust Fund that are granted by the terms of any such Contract or by the
     terms of this Agreement.

                                      -69-
<PAGE>

     The Trustee will hold in the Trust Fund the proceeds of any sale,
     assignment or surrender of any Contract held in the Trust Fund and any and
     all dividends and other payments of any kind received in respect to any
     Contract held in the Trust Fund.

     No insurance company which may issue any Contract based upon the
     application of the Trustee will be responsible for the validity of this
     Plan, be required to look into the terms of this Plan, be required to
     question any act of the Plan Administrator or the Trustee hereunder or be
     required to verify that any action of the Trustee is authorized by this
     Plan. If a conflict should arise between the terms of the Plan and any such
     Contract, the terms of the Plan will govern.

11.07 Fees and Expenses from Fund

     The Trustee will be entitled to receive reasonable annual compensation as
     may be mutually agreed upon from time to time between the Plan Sponsor and
     the Trustee. The Trustee will pay all expenses reasonably incurred by it in
     its administration and investment of the Trust Fund from the Trust Fund
     unless the Plan Sponsor pays the expenses. No person who is receiving full
     pay from the Plan Sponsor will receive compensation for services as
     Trustee.

11.08 Records and Accounting

     The Trustee will keep full and complete records of the administration of
     the Trust Fund which the Employer and the Plan Administrator may examine at
     any reasonable time. As soon as practical after the end of each Plan Year
     and at such other reasonable times as the Employer may direct, the Trustee
     will prepare and deliver to the Employer and the Plan Administrator an
     accounting of the administration of the Trust, including a report on the
     fair market value of all assets of the Trust Fund.

11.09 Distribution Directions

     If no one claims a payment or distribution made from the Trust, the Trustee
     will notify the Plan Administrator and will dispose of the payment in
     accordance with the subsequent direction of the Plan Administrator.

11.10 Third Party

     No person dealing with the Trustee will be obliged to see to the proper
     application of any money paid or property delivered to the Trustee, or to
     inquire whether the Trustee has acted pursuant to any of the terms of the
     Plan. Each person dealing with the Trustee may act upon any notice, request
     or representation in writing by the Trustee, or by the Trustee's duly
     authorized agent, and will not be liable to any person whomsoever in so
     doing. The certification of the Trustee that it is acting in accordance
     with the Plan will be conclusive in favor of any person relying on the
     certification.

11.11 Professional Agents, Affiliates and Arbitration

     (a)  Professional Agents

          The Trustee may employ and pay from the Trust Fund reasonable
          compensation to agents, attorneys, accountants and other persons to
          advise the Trustee as in its opinion may be necessary. The Trustee may
          delegate to any agent, attorney, accountant or other person selected
          by it any non-Trustee power or duty vested in it by the Plan; the
          Trustee may act or refrain from acting on the advice or opinion of any
          agent, attorney, accountant or other person so selected.

     (b)  Use of Affiliates

          The Trustee is authorized to contract or make other arrangements with
          the Trustee's affiliates and subsidiaries, successors and assigns, for
          the provision of services to the Trust Fund or Plan, except where such
          arrangements are prohibited by law or regulation.

                                      -70-
<PAGE>

     (c)  Arbitration

          Any dispute under this agreement will be resolved by submission of the
          issue to a member of the American Arbitration Association who is
          chosen by the Employer and the Trustee. If the Employer and the
          Trustee cannot agree on such a choice, each will nominate a member of
          the American Arbitration Association, and the two nominees will then
          select an arbitrator. Expenses of the arbitration will be paid as
          decided by the arbitrator.

11.12 Valuation of Trust

     The Trustee will value the Trust Fund as of the last day of each Plan Year
     to determine the fair market value of the Trust, and the Trustee will value
     the Trust Fund on such other date(s) as may be necessary to carry out the
     provisions of the Plan.

11.13 Liability of Trustee

     The Trustee will be liable only for the safeguarding and administration of
     the assets of this Trust Fund in accordance with the provisions hereof and
     any amendments hereto and no other duties or responsibilities will be
     implied. The Trustee will not be required to pay any interest on funds paid
     to or deposited with it or to its credit under the provisions of this
     Trust, unless pursuant to a written agreement between the Employer and the
     Trustee. The Trustee will not be responsible for the adequacy of the Trust
     Fund to meet and discharge any liabilities under the Plan and will not be
     required to make any payment of any nature except from funds actually
     received as Trustee. The Trustee may consult with legal counsel (who may be
     legal counsel for the Employer) selected by the Trustee and will be fully
     protected for any action taken, suffered or omitted in good faith in
     accordance with the opinion of said legal counsel. It will not be the duty
     of the Trustee to determine the identity or mailing address of any
     Participant or any other person entitled to benefits hereunder, such
     identity and mailing addresses to be furnished by the Employer, the Plan
     Administrator or an agent of the Plan Administrator. The Trustee will be
     under no liability in making payments in accordance with the terms of this
     Plan and the certification of the Plan Administrator or an agent of the
     Plan Administrator who has been granted such powers by the Plan
     Administrator.

     Except to the extent required by any applicable law, no bond or other
     security for the faithful performance of duty hereunder will be required of
     the Trustee.

11.14 Removal or Resignation and Successor Trustee

     A Trustee may resign at any time upon giving 30 days prior written notice
     to the Plan Sponsor or, with the consent of the Plan Sponsor, a Trustee may
     resign with less than 30 days prior written notice.

     The Plan Sponsor may remove a Trustee by giving at least 30 days prior
     written notice to the Trustee.

     Upon the removal or resignation of a Trustee, the Plan Sponsor will appoint
     and designate a successor Trustee which will be one or more individual
     successor Trustees or a corporate Trustee organized under the laws of the
     United States or of any state thereof with authority to accept and execute
     trusts. Any successor Trustee must accept and acknowledge in writing its
     appointment as a successor Trustee before it can act in such capacity.

     Title to all property and records or true copies of such records necessary
     to the current operation of the Trust Fund held by the Trustee hereunder
     will vest in any successor Trustee acting pursuant to the provisions
     hereof, without the execution or filing of any further instrument. Any
     resigning or removed Trustee will execute all instruments and do all acts
     necessary to vest such title in any successor Trustee of record. Each
     successor Trustee will have, exercise and enjoy all the powers, both
     discretionary and ministerial, herein conferred upon his predecessor. No
     successor Trustee will be obligated to examine the accounts, records and
     acts of any previous Trustee or Trustees, and each successor Trustee in no
     way or manner will be responsible for any action or omission to act on the
     part of any previous Trustee.

                                      -71-
<PAGE>

     Any corporation which results from any merger, consolidation or purchase to
     which the Trustee may be a party, or which succeeds to the trust business
     of the Trustee, or to which substantially all the trust assets of the
     Trustee may be transferred, will be the successor to the Trustee hereunder
     without any further act or formality with like effect as if the successor
     Trustee had originally been named Trustee herein; and in any such event it
     will not be necessary for the Trustee or any successor Trustee to give
     notice thereof to any person, and any requirement, statutory or otherwise,
     that notice will be given is hereby waived.

11.15 Appointment of Investment Manager

     One or more Investment Managers may be appointed by the Plan Sponsor (or
     the Plan Administrator) to exercise full investment management authority
     with respect to all or a portion of the Trust assets. Authorized payment of
     the fees and expenses of the Investment Manager(s) may be made from the
     Trust assets. For purposes of this agreement, any Investment Manager so
     appointed will, during the period of his appointment, possess fully and
     absolutely those powers, rights and duties of the Trustee (to the extent
     delegated by the Plan Sponsor or the Plan Administrator) with respect to
     the investment or reinvestment of that portion of the Trust assets over
     which the Investment Manager has investment management authority. The
     Investment Manager must be one of the following:

     (a)  Registered as an investment advisor under the Investment Advisors Act
          of 1940;

     (b)  A bank, as defined in the Investment Advisors Act of 1940; or

     (c)  An insurance company qualified to manage, acquire, or dispose of such
          Plan assets under the laws of more than one state.

     Any Investment Manager will acknowledge in writing to the Plan Sponsor or
     the Plan Administrator and to the Trustee that he or it is a fiduciary with
     respect to the Plan. During any period of time when the Investment Manager
     is so appointed and serving, and with respect to those assets in the Plan
     over which the Investment Manager exercises investment management
     authority, the Trustee's responsibility will be limited to holding such
     assets as a custodian, providing accounting services, disbursing benefits
     as authorized, and executing such investment instructions only as directed
     by the Investment Manager. The Trustee will not be responsible for any acts
     or omissions of the Investment Manager. Any certificates or other
     instruments duly signed by the Investment Manager (or the authorized
     representative of the Investment Manager), purporting to evidence any
     instruction, direction or order of the Investment Manager with respect to
     the investment of those assets of the Plan over which the Investment
     Manager has investment management authority, will be accepted by the
     Trustee as conclusive proof thereof. The Trustee will also be fully
     protected in acting in good faith upon any notice, instruction, direction,
     order, certificate, opinion, letter, telegram or other document believed by
     the Trustee to be genuine and from the Investment Manager (or the
     authorized representative of the Investment Manager). The Trustee will not
     be liable for any action taken or omitted by the Investment Manager or for
     any mistakes of judgment or other action made, taken or omitted by the
     Trustee in good faith upon direction of the Investment Manager.

11.16 Loans to Participants

     This Plan authorizes the Trustee to lend on a nondiscriminatory basis to an
     Active Participant in accordance with the loan policy established by the
     Plan Administrator, provided that (a) loans are available to all Active
     Participants on a reasonably equivalent basis and are not available in a
     greater amount for Highly Compensated Employees than for other Employees;
     (b) any loan is adequately secured and bears a reasonable rate of interest;
     (c) the loan provides for repayment within a specified time; (d) the
     default provisions of the note prohibit offset of the Participant's
     Nonforfeitable Accrued Benefit prior to the time the Trustee otherwise
     would distribute the Participant's Nonforfeitable Accrued Benefit; (e) the
     amount of the loan does not exceed (at the time the Plan extends the loan)
     the present value of the Participant's Nonforfeitable Accrued Benefit; and
     (f) the loan otherwise conforms to the exemption provided by Code Section
     4975(d)(1). If the joint and survivor requirements of Section 5.05 apply to
     the Participant, the Participant may not pledge any portion of his or her
     Accrued Benefit as security for a loan, unless, within the 90-day period
     ending on the date the pledge becomes effective, the Participant's spouse,
     if any, consents to the security or, by separate consent, to an increase in
     the amount of security.

                                      -72-
<PAGE>

     The following limitations is effective for Plan Years prior to January 1,
     2002. If the Employer is an unincorporated trade or business, a Participant
     who is an Owner-Employee may not receive a loan from the Plan, unless he or
     she has obtained a prohibited transaction exemption from the Department of
     Labor. If the Employer is an "S Corporation," a Participant who is a
     shareholder-employee (an employee or an officer) who, at any time during
     the Employer's taxable year, owns more than 5%, either directly or by
     attribution under Code Section 318(a)(1), of the Employer's outstanding
     stock may not receive a loan from the Plan, unless he has obtained a
     prohibited transaction exemption from the Department of Labor. If the
     Employer is not an unincorporated trade or business nor an "S Corporation,"
     this Section does not impose any restrictions on the class of Participants
     eligible for a loan from the Plan.

     All Participant's Accounts, other than the Employee Stock Ownership
     Account, are available to fund Participant loans. All interest and
     principal repayments will be credited to the Participant's Account from
     which the loan was made.

     In addition to any additional rules and regulations as the Plan
     Administrator may adopt all loans will comply with the following terms and
     conditions:

     (a)  Only Active Participants will be eligible to apply for a loan. Each
          application for a loan will be made in writing to the Plan
          Administrator, whose action thereon will be final.

     (b)  Each loan will be made against collateral being the assignment of 50%
          of the borrower's entire right, title and interest in and to the Trust
          Fund, supported by the borrower's promissory note for the amount of
          the loan, including interest payable to the order of the Trustee, and
          any additional security deemed necessary to adequately secure the
          Loan. Effective January 1, 2002, if a person fails to make a required
          payment by the last day of the calendar quarter following the calendar
          quarter in which the repayments were discontinued, the loan will be in
          default. There will be no foreclosure against a Participant's Accrued
          Benefit prior to his becoming entitled to a distribution of benefits
          in accordance with the terms of this Plan. All loans will become due
          and payable in full upon the termination of a Participant's
          employment. If a Participant with an outstanding loan terminates
          employment and becomes entitled to a distribution of benefits from the
          Plan, then the outstanding balance of the unpaid loan plus any accrued
          interest thereon will be deducted from the amount of otherwise
          distributable benefits and the Participant's promissory note will be
          distributed to the Participant.

     (c)  The principal repayment will be amortized over the fixed life of a
          loan with installments of principal and interest to be paid not less
          often than quarterly. The period of repayment for each loan will be
          arrived at by mutual agreement between the Plan Administrator and the
          borrower, but in no event will such period exceed a reasonable period
          of time. The period of repayment will in no event exceed 5 years
          unless the loan is to be used to acquire, construct, reconstruct or
          substantially rehabilitate any dwelling unit which, within a
          reasonable period of time, is to be used as a principal residence of
          the Participant or a member of the family (spouse, brother, sister,
          ancestor, or lineal descendants) of the Participant.

     (d)  The minimum amount of any loan is equal to $1,000.

     (e)  The maximum amount of any loan is such that when the amount of the
          loan is added to the outstanding balance of all other loans made to
          the Participant from the Plan (and any other plans maintained by the
          Employer or any Related Employer) the total does not exceed the lesser
          of:

          (1)  50% of the Participant's Vested Accrued Benefit. In determining
               the Participant's Vested Accrued Benefit, the Plan Administrator
               shall disregard amounts attributable to the Employee Stock
               Ownership Account; or

          (2)  $50,000, reduced by the amount, if any, of the highest balance of
               all outstanding loans to the Participant during the one-year
               period ending on the day prior to the day on which the loan in
               question is made.

                                      -73-
<PAGE>

     (f)  Each loan will bear interest at a rate equal to the prime rate which
          is published in the Wall Street Journal as being representative of the
          base rate on corporate loans at large U.S. money center commercial
          banks on the date on which the loan is made, plus 1 percentage point.

     (g)  A Participant may have no more than three (3) loans outstanding at any
          time.

     (h)  Each loan will require the Participant (and, if the Participant is
          married, the Participant's spouse) to consent to the loan and the
          possible reduction in the Participant's Accrued Benefit. Such consent
          must be made in writing within the 90-day period before the making of
          the loan.

     The spousal consent must meet requirements which are comparable to the
     requirements described in Code Section 417(a)(2). Any security interest
     held by the Plan by reason of an outstanding loan is taken into account in
     determining the value of a Qualified Survivor Annuity. However, in the
     event a Participant defaults on a loan, the security interest in the loan
     will be deducted from the Qualified Survivor Annuity.

11.17 Special Rules Concerning Trustee Responsibilities

     Notwithstanding the foregoing sections of this Article 11, the following
     provisions regarding the investment of Plan assets and the Trustee's duties
     and responsibilities thereto shall override any Plan provision to the
     contrary:

     (a)  Company Stock. In addition to the provisions of Section 12.01 of the
          Plan:

          1.   No assets of the Trust Fund shall be invested in the securities
               of the Employer or its affiliates unless the Administrator
               determines that the securities are exempt from registration under
               the federal Securities Act of 1933, as amended, and are exempt
               from registration or qualification under the applicable state
               law, and of any other applicable blue sky law, or in the
               alternative, that the securities have been so registered and/or
               qualified. The Administrator shall also specify what restrictive
               legend on transfer, if any, is required to be set forth on the
               certificates for the securities and the procedure to be followed
               by the Trustee to effectuate a resale of such securities. The
               Administrator shall not direct the investment in "employer
               securities" or "employer real property", within the meaning of
               section 407 of ERISA, if such investment would be prohibited by
               ERISA. The Administrator shall only direct the investment of
               Trust funds into securities of the Employer or an affiliate (i)
               if those securities are traded on an exchange permitting a
               readily ascertainable fair market value, or (ii) if the
               Administrator shall have obtained a current valuation by a
               qualified independent appraiser.

          2.   The Employer represents and warrants that it will take all
               responsibility (and hereby assumes all liability for the failure)
               to notify Participants of any limitations on investment
               directions necessary or appropriate to comply with federal
               securities laws (including the Exchange Act and the 1933 Act),
               including but not limited to the frequency of investment changes
               by certain officers and shareholder-employees pursuant to Section
               16(a) and the volume of trading in Company Stock pursuant to Rule
               10b-6. Consequently the Trustee shall have no liability to a
               Participant, and beneficiary, or the Employer for carrying out
               instructions relating to the acquisition or disposition of
               Company Stock regardless of whether those instructions subject
               such person or the Employer to any liability.

               The Employer represents and warrants that either the percentage
               of the issued and outstanding class of equity security registered
               under section 12 of the Exchange Act which is Company Stock owned
               by the Plan (the "Plan Percentage") is less than 4.5% or that the
               Plan and its prior trust have complied with all notice and filing
               requirements imposed by federal securities laws with regard to
               Company Stock. The Employer covenants that it will (a) notify the
               Trustee in writing within 5 business days following any date as
               of which the Plan Percentage equals or exceeds 4.5%, (b) monitor
               the Plan Percentage on a daily basis so long as the Plan
               Percentage is at least 4.5%, (c) notify the Trustee in writing
               within 5 business days following any date as of which the Plan
               Percentage equals or exceeds 5% and, if applicable, 10%, and (d)
               provide monthly

                                      -74-
<PAGE>

               written reports to the Trustee disclosing the Plan Percentage.
               The foregoing monitoring and notification requirements shall
               cease during any month when the Plan Percentage is below 4.5% for
               each day of the month. The provisions of this Section shall
               survive the termination of this Trust Agreement.

          3.   The election to purchase stock from a Participant as described in
               Section 12.05 of the Plan and Trust, shall be the exclusive right
               and option of the Plan Administrator and the Trustee shall be
               responsible only for following the directions of the Plan
               Administrator.

                                      -75-
<PAGE>

                                   ARTICLE 12

                      PROVISIONS RELATING TO EMPLOYER STOCK

12.01 Investment in Company Stock

     (a)  The Trustee shall invest Participant Employee Stock Ownership and
          Company Matching Contribution Accounts primarily in Company Stock to
          the extent practicable and may invest one hundred percent (100%) of
          such Accounts in Company Stock. The Company Stock may be Treasury
          Stock which has been purchased by the Employer; stock which has been
          authorized, but never issued by the Employer; Company Stock traded on
          a public market; or Company Stock owned by shareholders of the
          Employer. Provided, however, that the Trustee shall invest the
          proceeds of an Acquisition Loan to acquire Company Stock only in
          "qualifying employer securities." For purposes of determining Voting
          Rights under subsection (e), Company Stock shall include shares of
          Getchell Gold Corporation stock held in the Trust Fund.

     (b)  Purchase Price. For the purchase of Company Stock, from the Employer
          or from a shareholder of the Employer, the Trustee shall not pay more
          than fair market value as determined by the current market price of
          the Company Stock, if there is a market, and if there is not a market
          for the stock, then as determined by an independent appraisal after
          taking into account the book value of the stock, the earnings of the
          Employer and other factors normally taken into account in determining
          fair market value of stock of a corporation. For the purchase of
          Company Stock from a Disqualified Person, the value of the Company
          Stock must be determined as of the date of the transaction. For any
          other purchase, the value shall be at the discretion of the Trustee,
          based on a current valuation or based upon the price fixed as of the
          most recent Valuation Date. Notwithstanding the preceding provisions
          of this Section, the Trustee may purchase Company Stock at a price
          lower than that determined in accordance with the preceding provisions
          of this Section from any source whatsoever. If a public market is made
          for the Company Stock, the Trustee shall purchase the Company Stock at
          the public trading price determined at the time of the purchase
          regardless of whether such stock is purchased from the Employer or on
          the open market.

     (c)  Acquisition Loan. The Trustee is expressly authorized to enter into an
          Acquisition Loan transaction.; provided, however, that the loan shall
          be primarily for the benefit of the Plan Participants. The following
          terms and conditions apply to any Acquisition Loan.

          (i)  The Trustee shall, within a reasonable period of time, use the
               proceeds of any Acquisition Loan:

               (A)  to acquire Company Stock described in Section 1.10(b)(i),
                    (ii) or (iii);

               (B)  to repay the Acquisition Loan; or

               (C)  to repay a prior Acquisition Loan.

          (ii) Any Acquisition Loan shall provide that the creditor is without
               recourse against the Plan and Trust. The Acquisition Loan shall
               further provide that no person entitled to payment under the
               Acquisition Loan shall have any rights to the assets of the Plan
               and Trust other than:

               (A)  the collateral given under the Acquisition Loan;

               (B)  contributions (other than contributions of Company Stock)
                    made by the Employer to meet the repayment requirements of
                    the Acquisition Loan; or

                                      -76-
<PAGE>

               (C)  earnings attributable to:

                    (1)  the Company Stock pledged as collateral for such loan;
                         or

                    (2)  the Employer contributions described in the preceding
                         paragraph (B).

          (iii)  Any Acquisition Loan shall provide that payments made on the
                 loan by the Plan shall not exceed for any Plan Year an amount
                 equal to the sum of Employer Contributions and Plan earnings
                 for the current Plan Year, plus the amounts in prior years,
                 less the sum of the note payment for prior years. The Plan
                 Administrator shall maintain separate accounting for such
                 contributions and earnings.

          (iv)   Collateral for the Acquisition Loan shall be restricted to
                 Company Stock acquired with the proceeds of the Acquisition
                 Loan or Company Stock acquired with a prior Acquisition Loan
                 which prior Acquisition Loan is repaid with the proceeds of the
                 Acquisition Loan.

          (v)    Any Acquisition Loan shall provide that in the event of
                 default, the value of the Plan assets transferred in
                 satisfaction of the Acquisition Loan must not exceed the amount
                 of the default. If the lender is a Disqualified Person, the
                 Acquisition Loan shall provide for the transfer of Plan assets
                 upon default only upon and to the extent of the failure of the
                 Plan to meet the repayment schedule of the loan.

          (vi)   Any Acquisition Loan shall provide for a reasonable rate of
                 interest, taking into account all relevant factors.

          (vii)  Any Acquisition Loan shall provide for a release from
                 encumbrance of shares of Company Stock held as collateral as of
                 each Anniversary Date equal to the number of encumbered shares
                 of Company Stock held immediately before the release,
                 multiplied by a fraction. The numerator of the fraction is the
                 amount of principal and interest paid during the Plan Year. The
                 denominator of the fraction is the sum of the principal and
                 interest to be paid in all future years without taking into
                 account any possible extensions of the loan. If a variable rate
                 of interest is used, the calculation of the denominator shall
                 be based upon the rate applicable as of the end of the Plan
                 Year in question. Release of shares of more than one class
                 shall be made on a pro rata basis applying such fraction.

          (viii) Any Acquisition Loan shall call for a definitely determinable
                 period of repayment and may not be payable at the demand of any
                 person except in the case of default.

          (ix)   The Trustee shall comply with all requirements under Code
                 Section 4975 and the applicable Treasury regulations to assure
                 that the loan qualifies as an Acquisition Loan.

          (x)    Notwithstanding that this Plan ceases to be an employee stock
                 ownership plan, Company Stock acquired with the proceeds of an
                 Acquisition Loan will continue, after the Trustee repays the
                 loan, to be subject to the provisions of Treasury Regulations
                 Sections 54.4975-7(b)(4), (10), (11) and (12) relating to put,
                 call or other options and to buy-sell or similar arrangements,
                 except to the extent those regulations are inconsistent with
                 Code Section 409(h).

     (d)  Allocation

          The Trustees shall allocate all Company Stock contributed or purchased
          for each Plan Year in accordance with the provisions of Sections
          3.03(a)(6) and 3.04(a)(6) as applicable. Additional shares or
          fractional shares of Company Stock shall be added to each
          Participant's Company Stock Sub-Account as of the applicable
          Contribution Period.

                                      -77-
<PAGE>

          (i)  Provided, however, that the Trustee shall hold any shares of
               Company Stock which are acquired with the proceeds of an
               Acquisition Loan in a suspense account. As of each Anniversary
               Date, a pro rata amount of such Company Stock shall be released
               from the suspense account in accordance with Section
               12.01(c)(vii), and allocated in accordance with the immediately
               preceding paragraph. The amount to be released shall equal the
               total number of shares acquired from the proceeds of the
               Acquisition Loan, multiplied by a fraction. The numerator of the
               fraction is the amount of principal and interest paid on the loan
               during the Plan Year. The denominator of the fraction is the sum
               of the numerator plus the principal and interest to be paid for
               all future years, without taking into account any possible
               extensions of the loan.

          (ii) Any dividend income received during the year for the shares held
               in suspense shall be applied by the Trustee in the subsequent
               year towards the repayment of the Acquisition Loan.

     (e)  Voting Rights

          (i)  Regarding the Company Stock held in the Trust Fund, the Trustee
               may vote the same in person or by proxy; may join in any merger,
               reorganization of capital adjustment; may exercise or sell any
               conversion, subscription, or similar rights; and may hold any
               assets in the name of its nominee or unregistered agent. A
               majority vote of the Trustees shall control the vote of the
               Company Stock.

          (ii) Notwithstanding the foregoing, if the Employer has a
               registration-type class of securities defined in Code Section
               409(e)(4), each Participant or Beneficiary in the Plan shall be
               entitled to direct the Trustee as to the manner in which his or
               her allocable share of the Company Stock held in the Trust Fund
               will be voted. If the Employer does not have a registration-type
               class of securities defined in Code Section 409(e)(4), each
               Participant or Beneficiary shall be entitled to direct the
               Trustee as to the manner in which the voting rights under
               securities of the Employer which are allocated to his or her
               account are to be exercised regarding any corporate matter
               involving the voting of the shares with respect to the approval
               or disapproval of any corporate merger or consolidation,
               recapitalization, reclassification, liquidation, dissolution,
               sale of substantially all assets of a trade or business, or any
               similar transaction which the Secretary may prescribe in
               regulations.

     (f)  Tender Offers

          Each Participant, or, in the event of his death, his Beneficiary,
          shall have the right, to the extent of the number of full shares of
          Company Stock in his account, to direct the Trustee in writing as to
          the manner in which to respond to a tender or exchange offer with
          respect to shares of such Company Stock.

          The Employer shall utilize its best efforts to timely distribute or
          cause to be distributed to each Participant (or Beneficiary) such
          information as will be distributed to shareholders of the Employer in
          connection with any such tender or exchange offer.

          The Trustee shall, with respect to all Company Stock held in the Trust
          Fund, accept or reject the terms of any tender offer and, accordingly,
          tender Company Stock held by the Trustee in the Trust Fund in
          accordance with the terms and provisions of any tender offer, or not
          tender such Company Stock, as directed by the respective Participants
          (or Beneficiaries). With respect to shares of Company Stock which are
          allocated to Participants who have not given directions, the Trustee
          shall not tender any shares of Company Stock with respect to which
          such Participants (or Beneficiaries) have the right of direction.

          The Plan Administrator may establish such rules and guidelines as it
          deems appropriate to properly effect the provisions of this Section.

                                      -78-
<PAGE>

     (g)  Shareholder Agreements

          The Trustee may enter into agreements with shareholders to purchase
          shares of Company Stock under which the Trustee is granted an option
          to purchase all or a portion of the shares of Company Stock owned by
          the shareholders on the death of the shareholder or shareholders. To
          provide for the funding of the purchase of shares of Company Stock,
          the Trustee may apply for and pay premiums on contracts of life
          insurance on the life of such shareholder for the benefit of the Trust
          Fund as a whole, provided, however, that if this Plan invests in
          Leveraged Company Stock the Trustee may not enter into any agreement
          which would obligate the Plan and Trust to purchase Company Stock from
          a particular shareholder at an indefinite time determined upon the
          happening of an event such as the death of the shareholder.

12.02 Partial Diversification of Investment

     A Qualified Participant may elect within the Diversification Election
     Interval during his Qualified Election Period to direct the trustee on the
     investment of: (a) not more than twenty-five percent (25%) of the Qualified
     Participant's Accrued Benefit (excluding accumulated contributions in the
     Participant's Pre 401(k) Account) at the end of the Plan Year, reduced by
     amounts previously diversified, during the first four (4) years of his
     Qualified Election Period; and (b) not more than fifty percent (50%) of the
     Qualified Participant's Accrued Benefit (excluding accumulated
     contributions in the Participant's Pre 401(k) Account) at the end of the
     Plan Year, reduced by amounts previously diversified, during the fifth
     (5th) year of his Qualified Election Period.

     The Trustee shall complete diversification of a Qualified Participant's
     investment in accordance with a Qualified Participant's Election no later
     than ninety (90) days after the close of the Diversification Election
     Interval. The Trustee shall satisfy this requirement: (a) by distributing
     to the Participant an amount equal to the amount for which the Participant
     elected diversification; or (b) by substituting for the amount of the
     Company Stock for which the Participant elected diversification an
     equivalent amount of other assets, according to the Participant's
     investment direction based on at least three (3) investment options
     consistent with applicable Treasury regulations. All valuations of Company
     Stock contemplated herein must be made by an independent appraiser if not
     publicly traded on an established securities market.

     For purposes of this Section, the following definitions apply:

     (a)  "Qualified Participant" means any Employee who has completed at least
          ten (10) years of participation under the Plan and has attained age
          fifty-five (55) years.

     (b)  "Qualified Election Period" means the six (6) Plan Year Period
          beginning with the later of:

          (i)  the first Plan Year in which the individual first became a
               qualified Participant, or

          (ii) the first Plan Year beginning after December 31, 1986.

          The Employer may elect to treat an individual first becoming a
          qualified Participant in the first Plan Year beginning in 1987 as
          having become a Participant in the first Plan Year beginning in 1988.

     (c)  "Diversification Election Interval" means the span of ninety (90) days
          after the close of each Plan Year within a Qualified Participant's
          Qualified Election Period.

12.03 Dividend Distributions

     If so determined by the Board of Directors of the Employer, any applicable
     dividends on Company Stock allocated to the Company Stock Accounts of
     Participants may be paid currently (or within 90 days after the Anniversary
     Date of the Plan Year in which the dividends are paid to the Trust) in cash
     to such Participants on a nondiscriminatory basis, or the Employer may pay
     such dividends directly to Participants. Such distribution (if any) of
     applicable dividends to Participants may be limited to Participants who are
     Active Participants, may be limited to dividends on shares of Company Stock
     allocated to Participants' Company

                                      -79-
<PAGE>

     Stock Sub-Accounts which are then vested or may be applicable to dividends
     on all Company Stock Sub-Accounts.

12.04 Put Option

     (a)  Stock Subject to Put

          The Employer shall issue a put option to each former Participant
          receiving a distribution of Company Stock from the Plan that is not
          readily tradeable on an established securities market in accordance
          with the terms set forth in this Section.

     (b)  Period, Exercise of Option

          The put option shall be exercisable during the sixty (60) day period
          beginning on the date that the shares of Company Stock subject to the
          put option are distributed to the Participant. If the option is not
          exercised during such period, the put option shall be exercisable for
          an additional period of sixty (60) days during the following Plan Year
          after the Plan Administrator determines the fair market value of the
          Company Stock, as provided in applicable Treasury regulations. The put
          option shall be exercisable only by a Participant; by the
          Participant's donee; or by a person, including an estate or its
          distributee, to whom such Company Stock has passed because of the
          Participant's death. For purposes of this Section, Participant means
          the Plan Participant or designated death Beneficiary.

     (c)  Rights Under Put Option

          The put option shall give to the eligible holder the right to put such
          shares to the Employer based upon a fair valuation formula established
          by the Plan Administrator. Such put option may grant to the Trustee an
          option to assume the rights and obligations of the Employer at the
          time the put option is exercised. The Trustee shall be under no
          obligation to exercise this option.

     (d)  Option Rights Not Affected by Amendment

          The rights provided to Participants under this Article shall be
          non-terminable and no amendment to this Plan shall affect these rights
          except such amendments to this Article as may be required to assure
          the continuing qualification of the Plan under the Code.

     (e)  Commencement and Form of Payment

          If Company Stock is distributed as part of a total distribution, the
          payment for such stock sold under a put option shall be made no later
          than 30 days after the date the put option was exercised. Payment may
          be made in a lump sum, or in substantially equal, annual installments
          over a period not exceeding five years, as described in Section 5.05.
          If payment for Company Stock sold under a put option is made in
          installments, the first installment shall be paid not later than 30
          days after the date on which the put option was exercised, and the
          Company shall provide adequate security (within the meaning of Section
          409(h)(5) of the Code and regulations thereunder) to secure payment of
          the unpaid installments, and pay interest on the unpaid installment
          balance at a reasonable rate (as determined by the Company or the Plan
          Administrator). The Plan Administrator shall give written notice of
          the terms and conditions of the put option to the Participant at the
          time of distribution and at the beginning of the second option period.

          If Company Stock is distributed to a Participant as part of an
          installment distribution, the payment for any Company Stock sold under
          a put option shall be made no later than 30 days after the date the
          put option was exercised.

                                      -80-
<PAGE>

12.05 Lifetime Transfer/Right of First Refusal

     (a)  Notice of Offer.

          If a former Participant or Beneficiary, who has received a
          distribution of Company Stock, receives a bona fide offer for the
          purchase of all or a portion of the shares, the person shall give
          written notice of the offer to the Trustees and to the Employer. The
          notice shall set forth the name of the proposed transferee, the number
          of shares to be transferred, the price per share, and all other terms
          and conditions of the proposed transfer.

     (b)  Right of First Refusal

          On receipt of the notice regarding the transfer, the Trustees shall
          have the exclusive right and option, exercisable at any time during a
          period of fourteen (14) days from the date of the notice to purchase
          the shares of the Employer covered by the offer in question at the
          same price and on the same terms and conditions of the offer as set
          out in the notice. If the Trustees decide to exercise the option, the
          Trustees shall give written notice of this effect to the Former
          Participant or Beneficiary desiring to sell, and the sale and purchase
          shall be closed within thirty (30) days thereafter. If the Trustees do
          not elect to exercise the option to purchase any or all of the offered
          shares, the Trustees shall, prior to the expiration of the fourteen
          (14) day period stated above, notify the Employer of the Trustees'
          election, and the Employer shall be entitled during the remainder of
          the fourteen (14) day period to purchase that portion of the offered
          shares, not so purchased by the Trustees, on the same terms and
          conditions as set out in the offer.

     (c)  Requirements

          Notwithstanding the foregoing, the right of first refusal shall be
          subject to the following requirements:

          (i)   The Company Stock subject to such right must be equity or debt
                convertible into equity;

          (ii)  The right of first refusal may not be exercised at a time when
                the Company Stock is publicly traded;

          (iii) The right of first refusal may be granted only to the Trustees
                and the Employer;

          (iv)  The selling price and terms of purchase by either the Trustees
                or Employer, pursuant to this right of first refusal, shall be
                no less favorable to the seller than the greater of the selling
                price and terms offered by a good faith purchaser or fair market
                value;

          (v)   The right of first refusal shall lapse no later than fourteen
                (14) days after notice of the third party offer is given.

12.06 Nonterminable Protections and Rights

     Except as provided in this Article, no Company Stock may be subject to a
     put, call, or other option, or buy-sell or similar arrangement when held by
     and when distributed from the Trust Fund, whether or not the Plan is then
     an employee stock ownership plan. The protections and rights granted in
     this Article, in Sections 5.05 and 5.07 pursuant to Code Section 409(o)
     attributable to stock acquired after December 31, 1986, and in Section
     12.02 pursuant to Code Section 401(a)(28)(B), are nonterminable and shall
     continue to exist under the terms of this Plan so long as any Company Stock
     is held by the Trust Fund or by any Participant or other person for whose
     benefit such protections and rights have been created. Neither the
     repayment of an Acquisition Loan described in Section 12.01 nor the failure
     of the Plan to be an employee stock ownership plan, nor an amendment of the
     Plan shall cause a termination of the protections and rights.

                                      -81-
<PAGE>

12.07 Special Provisions Applicable to Employer Securities

     In accordance with Rule 16(b)-3 adopted by the Securities and Exchange
     Commission, the following provisions shall apply with respect to purchases,
     sales and allocations to Participant accounts of Company Stock,
     notwithstanding anything else to the contrary in this Plan or in any rules
     adopted hereunder:

     (a)  Annual Limit on Shares Acquired or Awarded

          The Plan shall not acquire or award to Participants in any fiscal year
          of the Plan more than 2% of the outstanding shares of Common Stock of
          the Company or more than 2% of the outstanding shares of Common Stock
          of First Miss Gold, in each case based on the number of such shares
          outstanding as of the beginning of each such fiscal year; and

     (b)  Fiduciary Duties with regard to Prices and Values

          The Trustee and other Plan Fiduciaries shall act in accordance with
          their fiduciary duties in determining the prices at which the Trustee
          shall purchase Company Stock and in determining the value used in
          allocating such securities to Participant Accounts.

12.08 Limitation with Respect to an Electing Estate or Shareholder

     (a)  If the executor of the estate of a deceased shareholder sells Company
          Stock to the Trust and elects (with the consent of the Company) an
          estate tax deduction pursuant to Section 2057(a) of the Code, or if a
          shareholder sells Company Stock to the Trust and elects (with the
          consent of the Company) favorable tax treatment under Section 1042 of
          the Code, then no portion of the Trust Assets attributable to (or
          allocable in lieu of) the Company Stock acquired by the Trust in such
          transaction may be allocated (directly or indirectly):

          (i)   During the "nonallocation period", to the Accounts of the
                decedent whose estate makes such sale; or to the shareholder who
                makes the sale;

          (ii)  During the "nonallocation period" to the Accounts of any person
                related to the decedent or shareholder (within the meaning of
                Section 267(b) of the Code; or

          (iii) To the Accounts of any shareholder owning (as determined under
                Section 318(a) of the Code, at any time described in Code
                Section 409(n)(3)(B), more than 25% (in value or in number of
                shares) of any class of outstanding stock of the Company.

     (b)  For purposes of this Section, the "nonallocation period" is the
          ten-year period beginning on the later of:

          (i)  the date on which the Company Stock held by the estate or
               shareholder is sold to the Plan, or

          (ii) if such Company Stock is acquired with the proceeds of an
               Acquisition Loan, the date of allocation of the shares of Company
               Stock released from the suspense account (as described in Section
               12.01(d) with respect to the final payment on such Acquisition
               Loan.

                                      -82-
<PAGE>

     IN WITNESS WHEREOF, this instrument has been executed by the duly
authorized and empowered officers of the Employer, this 12th day of February,
2002.


                                          CHEMFIRST INC.


                                          By:  /s/ William B. Kemp, Jr.

                                          Name:  William B. Kemp, Jr.

                                          Title:  VP, Human Resources

                                      -83-