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                                                                   Exhibit 10.14

                            ALLTECH ASSOCIATES, INC.

                    EMPLOYEES' PROFIT SHARING PLAN AND TRUST

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                                TABLE OF CONTENTS

ARTICLE 1.....................................................................2
DEFINITIONS...................................................................2
   1.1   ACP or ACP TEST......................................................2
   1.2   ACTUAL DEFERRAL PERCENTAGE TEST......................................2
   1.3   ADP or ADP TEST......................................................3
   1.4   ADMINISTRATOR........................................................3
   1.5   ADOPTING EMPLOYER....................................................3
   1.6   AFFILIATED EMPLOYER..................................................3
   1.7   AGE..................................................................3
   1.8   ANNIVERSARY DATE.....................................................3
   1.9   ANNUITY STARTING DATE................................................4
   1.10  AVERAGE CONTRIBUTION PERCENTAGE TEST.................................4
   1.11  BENEFICIARY..........................................................6
   1.12  BREAK IN SERVICE.....................................................6
   1.13  CODE.................................................................6
   1.14  COMPENSATION.........................................................6
   l.15  DISABILITY...........................................................6
   1.16  EARLY RETIREMENT AGE.................................................6
   1.17  EARNED INCOME........................................................7
   1.18  ELECTIVE DEFERRAL....................................................7
   1.19  ELIGIBLE PARTICIPANT.................................................7
   1.20  EMPLOYEE.............................................................7
   1.21  EMPLOYER.............................................................7
   1.22  FIDUCIARY............................................................8
   1.23  FISCAL YEAR..........................................................8
   1.24  FORFEITURE...........................................................8
   1.25  HCE..................................................................8
   1.26  HIGHLY COMPENSATED EMPLOYEE..........................................8
   1.27  HOUR OF SERVICE......................................................8
   1.28  KEY EMPLOYEE.........................................................9
   1.29  LEASED EMPLOYEE......................................................9
   1.30  LIMITATION YEAR......................................................9
   1.31  MATCHING CONTRIBUTION................................................9
   1.32  MATERNITY OR PATERNITY LEAVE.........................................9
   1.33  NHCE.................................................................9
   1.34  NON-ELECTIVE CONTRBUTIONS............................................9
   1.35  NON-HIGHLY COMPENSATED EMPLOYEE......................................9
   1.36  NON-KEY EMPLOYEE.................................................... 9
   1.37  NORMAL RETIREMENT AGE...............................................10
   1.38  NORMAL RETIREMENT DATE..............................................10
   1.39  OWNER-EMPLOYEE......................................................10
   1.40  PARTICIPANT.........................................................10
   1.41  PARTICIPANT'S ACCOUNT...............................................10
   1.42  PERMISSIVE AGGREGATION GROUP........................................10
   1.43  PLAN................................................................10
   1.44  PLAN YEAR...........................................................10
   1.45  POLICY..............................................................10
   1.46  QMAC................................................................10
   1.47  QNEC................................................................10
   1.48  QUALIFIED JOINT AND SURVIVOR ANNUITY................................10
   1.49  QUALIFIED MATCHING CONTRIBUTION.....................................11
   1.50  QUALIFIED NON-ELECTIVE CONTRIBUTIONS................................11
   1.51  QUALIFIED PRERETIREMENT SURVIVOR ANNUITY............................11
   1.52  REQUIRED AGGREGATION GROUP..........................................11
   1.53  REQUIRED BEGINNING DATE.............................................11
   1.54  SECTION 415 COMPENSATION............................................12
   1.55  SELF-EMPLOYED INDIVIDUAL............................................12
   1.56  SHAREHOLDER-EMPLOYEE................................................12
   1.57  SUPER TOP HEAVY.....................................................12
   1.58  TERMINATION OF EMPLOYMENT...........................................12

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   1.59  TERMINATED PARTICIPANT .............................................12
   1.60  TOP HEAVY ..........................................................12
   1.61  TOP HEAVY MINIMUM ALLOCATION .......................................12
   1.62  TOP HEAVY RATIO ....................................................13
   1.63  TRUSTEE ............................................................14
   1.64  TRUST FUND..........................................................14
   1.65  VALUATION DATE .....................................................14
   1.66  VESTED AGGREGATE ACCOUNT ...........................................14
   1.67  VESTED INTEREST.....................................................14
   1.68  YEAR OF SERVICE ....................................................14

ARTICLE 2....................................................................16
PLAN PARTICIPATION ..........................................................16
   2.1   ELIGIBILITY REQUIREMENTS ...........................................16
   2.2   ENTRY DATE .........................................................16
   2.3   WAIVER OF PARTICIPATION ............................................17
   2.4   CESSATION OF PARTICIPATION .........................................17
   2.5   RESTRICTIONS ON OWNER-EMPLOYEES ....................................17

ARTICLE 3....................................................................18
CONTRIBUTIONS AND ALLOCATIONS ...............................................18
   3.1   EMPLOYER CONTRIBUTIONS .............................................18
   3.2   ALLOCATION OF EMPLOYER CONTRIBUTIONS ...............................19
   3.3   ALLOCATION OF EARNINGS AND LOSSES ..................................20
   3.4   ALLOCATION OF FORFEITURES ..........................................20
   3.5   TOP HEAVY MINIMUM ALLOCATION .......................................20
   3.6   FAILSAFE ALLOCATION ................................................21
   3.7   ROLLOVERS ..........................................................21

ARTICLE 4....................................................................23
PLAN BENEFITS ...............................................................23
   4.1   BENEFIT UPON NORMAL RETIREMENT .....................................23
   4.2   BENEFIT UPON LATE RETIREMENT .......................................23
   4.3   BENEFIT UPON DEATH .................................................23
   4.4   BENEFIT UPON DISABILITY ............................................23
   4.5   BENEFIT UPON TERMINATION ...........................................23
   4.6   DETERMINATION OF VESTED INTEREST ...................................23

ARTICLE 5....................................................................25
DISTRIBUTION OF BENEFITS ....................................................25
   5.1   BENEFIT UPON RETIREMENT ............................................25
   5.2   BENEFIT UPON DEATH .................................................25
   5.3   DISABILITY BENEFITS ................................................26
   5.4   BENEFIT UPON TERMINATION ...........................................26
   5.5   CASH-OUT OF BENEFITS ...............................................27
   5.6   RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS ............................27
   5.7   RESTORATION OF FORFEITED ACCOUNT BALANCE ...........................28
   5.8   SPOUSAL CONSENT REQUIREMENTS .......................................28
   5.9   APPLICATION OF CODE SECTION 401(a)(9) ..............................30
   5.10  STATUTORY COMMENCEMENT OF BENEFITS .................................30
   5.11  DETERMINATION OF LIFE EXPECTANCIES .................................30
   5.12  SEGREGATION OF BENEFIT BEFORE DISTRIBUTION .........................30
   5.13  DISTRIBUTION IN EVENT OF INCAPACITY ................................30
   5.14  DIRECT ROLLOVERS ...................................................31
   5.15  DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS ..........................31
   5.16  DISTRIBUTION OF EXCESS CONTRIBUTIONS ...............................32
   5.17  DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS .....................33

ARTICLE 6....................................................................36
CODE SECTION 415 LIMITATIONS ................................................36
   6.1   MAXIMUM ANNUAL ADDITION ............................................36
   6.2   ADJUSTMENTS TO MAXIMUM ANNUAL ADDITION .............................36
   6.3   MULTIPLE PLANS AND MULTIPLE EMPLOYERS ..............................37

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   6.4 MULTIPLE PLAN REDUCTION ..............................................37
   6.5 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS ............................38

ARTICLE 7....................................................................40
DUTIES OF THE TRUSTEE .......................................................40
   7.1   APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION ...................40
   7.2   INVESTMENT ALTERNATIVES OF THE TRUSTEE .............................40
   7.3   VALUATION OF THE TRUST FUND ........................................42
   7.4   COMPENSATION AND EXPENSES ..........................................42
   7.5   PAYMENTS FROM THE TRUST FUND .......................................42
   7.6   PAYMENT OF TAXES ...................................................43
   7.7   ACCOUNTS, RECORDS AND REPORTS ......................................43
   7.8   EMPLOYMENT OF AGENTS AND COUNSEL ...................................43
   7.9   DIVISION OF DUTIES AND INDEMNIFICATION .............................43
   7.10  APPOINTMENT OF INVESTMENT MANAGER ..................................44
   7.11  ASSIGNMENT AND ALIENATION OF BENEFITS ..............................45
   7.12  EXCLUSIVE BENEFIT RULE .............................................45
   7.13  PURCHASE OF INSURANCE ..............................................45
   7.14  LOANS TO PARTICIPANTS ..............................................45
   7.15  DIRECTED INVESTMENT ACCOUNTS .......................................47
   7.16  SUPERSEDING TRUST OR CUSTODIAL AGREEMENT ...........................48

ARTICLE 8....................................................................49
DUTIES OF THE ADMINISTRATOR .................................................49
   8.1   APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION ...................49
   8.2   POWERS AND DUTIES OF THE ADMINISTRATOR .............................49
   8.3   EMPLOYMENT OF AGENTS AND COUNSEL ...................................49
   8.4   COMPENSATION AND EXPENSES ..........................................49
   8.5   CLAIMS PROCEDURES ..................................................49
   8.6   QUALIFIED DOMESTIC RELATIONS ORDERS ................................50

ARTICLE 9....................................................................52
AMENDMENT, TERMINATION AND MERGER ...........................................52
   9.1   AMENDMENT ..........................................................52
   9.2   TERMINATION ........................................................52
   9.3   MERGER OR CONSOLIDATION ............................................52

ARTICLE 10...................................................................53
MISCELLANEOUS PROVISIONS ....................................................53
   10.1  NO CONTRACT OF EMPLOYMENT ..........................................53
   10.2  TITLE TO ASSETS ....................................................53
   10.3  QUALIFIED MILITARY SERVICE .........................................53
   10.4  BONDING OF FIDUCIARIES .............................................53
   10.5  SEVERABILITY OF PROVISIONS .........................................53
   10.6  GENDER AND NUMBER ..................................................53
   10.7  HEADINGS AND SUBHEADINGS ...........................................53
   10.8  LEGAL ACTION .......................................................53

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                            ALLTECH ASSOCIATES, INC.

                    EMPLOYEES' PROFIT SHARING PLAN AND TRUST

     THIS AGREEMENT is made and entered into this 28th day of February, 2002,
between ALLTECH ASSOCIATES, INC. (hereafter called the Employer) and RICHARD A.
DOLAN and RICHARD R. KURTZ (hereafter called the Trustee).

                              W I T N E S S E T H:

     WHEREAS, the Employer originally established a profit sharing plan
(hereafter called the Plan), effective August 1, 1973, to provide retirement and
other incidental benefits to Employees who are eligible to participate in the
plan; and

     WHEREAS, the Employer believes that continued contributions to the Plan
will help to strengthen the bonds of loyalty and mutual understanding that have
existed between the Employer and its employees, thereby making possible the
continued growth of its business; and

     WHEREAS, in accordance with the terms of the Plan, the Employer has the
ability at any time, and from time to time, to amend the Plan;

     NOW, THEREFORE, effective January 1, 1997 (except for those sections of the
Plan that have an alternative effective date), the Employer and the Trustee
hereby amend and restate the Plan as a 401(k) profit sharing plan to comply with
all applicable statutes, including the Employee Retirement Income Security Act
of 1974 (ERISA) and the Internal Revenue Code of 1986, as amended by the Uruguay
Round Agreements Act, the Small Business Job Protection Act of 1996, the
Taxpayer Relief Act of 1997, the Uniformed Services Employment and Reemployment
Rights Act, and all applicable rulings and regulations issued thereunder:

                                                                             -1-

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                                    ARTICLE 1
                                   DEFINITIONS

1.1  ACP or ACP TEST: The term ACP means the Average Contribution Percentage as
     defined in Section 1.10(e). The term ACP Test means the Average
     Contribution Percentage Test.

1.2  ACTUAL DEFERRAL PERCENTAGE TEST: The term Actual Deferral Percentage Test
     means one of the following tests for Elective Deferrals: (a) the ADP for
     Participants who are HCEs in the current Plan Year will not exceed the
     current Plan Year's ADP for Participants who are NHCEs in the current Plan
     Year multiplied by 1.25; or (b) the ADP for Participants who are HCEs for
     the current Plan Year will not exceed the current Plan Year's ADP for
     Participants who are NHCEs in the current Plan Year multiplied by 2.0,
     provided that the ADP for Participants who are HCEs in the current Plan
     Year does not exceed the ADP for Participants who are NHCEs in the current
     Plan Year by more than 2 percentage points. The ADP Test will be determined
     in accordance with the following provisions:

     (a)  Definition Of Actual Deferral Percentage: The term Actual Deferral
          Percentage (ADP) means, for a specified group of Participants for a
          Plan Year, the average of the ratios calculated separately for each
          Participant in such group of (1) the amount of Employer contributions
          actually paid on behalf of such Participant for the Plan Year to (2)
          the Participant's Compensation for such Plan Year. Employer
          contributions made on behalf of any Participant will include a
          Participant's Elective Deferrals, including Excess Elective Deferrals
          of HCEs, but excluding Excess Elective Deferrals of NHCEs that arise
          solely from Elective Deferrals made to this Plan or any other plans
          maintained by this Employer and Elective Deferrals used in the ACP
          Test if the ADP Test is satisfied both with and without exclusion of
          these Elective Deferrals. Employer contributions for purposes of this
          paragraph will also include QNECs and QMACs to the extent necessary to
          pass the ADP Test. In computing ADPs, an Employee who would be a
          Participant but for the failure to make Elective Deferrals will be
          treated as a Participant on whose behalf no Elective Deferrals are
          made.

     (b)  Highly Compensated Employees: A Participant is a HCE for a particular
          Plan Year if he or she meets the definition of a HCE in effect for
          that Plan Year. A Participant is a NHCE for a particular Plan Year if
          he or she does not meet the definition of a HCE in effect for that
          Plan Year. The ADP for any Participant who is a HCE for the Plan Year
          and who is eligible to have Elective Deferrals (and QNECs and QMACs
          that are treated under paragraph (a) as Elective Deferrals for
          purposes of the ADP Test) allocated to his or her accounts under two
          or more arrangements described in Code (S)401(k) that are maintained
          by this Employer will be determined as if such Elective Deferrals (and
          QNECs and QMACs) were made under a single arrangement. If a HCE
          participates in two or more cash or deferred arrangements that have
          different Plan Years, all cash or deferred arrangements ending with or
          within the same calendar year will be treated as a single arrangement.
          However, certain plans will be treated as separate if mandatorily
          disaggregated under regulations under Code (S)401(k).

     (c)  Other Rules: In determining the ADP Test, (1) if this Plan satisfies
          the requirements of Code (S)(S)40l(k), 401(a)(4), or 410(b) only if
          aggregated with one or more other plans, or if one or more other plans
          satisfy such requirements only if aggregated with this Plan, then this
          section will be applied by determining the ADP of Employees as if all
          such plans were a single plan. Plans may be aggregated in order to
          satisfy Code (S)401(k) only if they have the same Plan Year and use
          the same ADP testing method; (2) Elective Deferrals, QNECs and QMACs
          must be made before the last day of the twelve-month

                                                                             -2-

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          period immediately following the Plan Year to which contributions
          relate; (3) the Employer will maintain records sufficient to
          demonstrate satisfaction of the ADP Test and the amount of QNECs
          and/or QMACs used in such test; and (4) the determination and
          treatment of the ADP amounts of any Participant will satisfy such
          other requirements as may be prescribed by the Secretary of the
          Treasury.

     (d)  Change To Prior Year Testing: The Employer can only elect to change to
          prior year testing in accordance with Notice 98-1 (or superseding
          guidance). If the Employer does elect to change to prior year testing,
          the ADP for NHCEs for the prior year will be determined by taking into
          account only (1) Elective Deferrals for those NHCEs that were taken
          into account for purposes of the ADP Test (and not the ACP Test) under
          the current year testing method for the prior year, and (2) QNECs that
          were allocated to the accounts of those NHCEs for the prior year but
          that were not used to satisfy the ADP Test or the ACP Test under the
          current year testing method for the prior year. Thus, if the Employer
          elects to change to prior year testing, the following contributions
          made for the prior year will be disregarded: QNECs used to satisfy
          either the ADP Test or ACP Test under the current year testing method
          for the prior testing year, Elective Deferrals taken into account for
          purposes of the ACP Test, and all QMACs. These limitations on double
          counting do not apply for testing years beginning before January 1,
          1999, and if the Plan changes to prior year testing for the first time
          for the 1998 Plan Year, the ADP for NHCEs will be the same as for the
          1997 Plan Year.

1.3  ADP or ADP TEST: The term ADP means the Actual Deferral Percentage as
     defined in Section 1.2(a). The term ADP Test means the Actual Deferral
     Percentage Test.

1.4  ADMINISTRATOR: The term Administrator means the Employer unless another
     Administrator is appointed by the Employer pursuant to the provisions of
     Section 8.1 of the Plan.

1.5  ADOPTING EMPLOYER: The term Adopting Employer means any business which
     adopts this Plan with the consent of the Employer. An Employee's transfer
     to or from any Employer or Adopting Employer will not affect his or her
     Participant's Account, Years of Service and Years of Plan Participation. If
     the Adopting Employer is not an Affiliated Employer, the Employees of the
     Adopting Employer will be treated separately for purposes of allocating
     contributions and Forfeitures and for testing under Code (S)401(a)(4),
     (S)401(k), (S)401(m), (S)410 and, if the Employer and Adopting Employer do
     not share Employees, Code (S)416. An Adopting Employer may terminate
     participation by delivering written notice to the Trustee. If Plan assets
     which have been allocated to the Employees of the terminating Adopting
     Employer are not transferred within a reasonable time to a successor
     Trustee, they will be distributed to the Employees of the terminating
     Adopting Employer as if the Plan had been terminated under Section 9.2.

1.6  AFFILIATED EMPLOYER: The term Affiliated Employer means any of the
     following of which the Employer is a part: (1) a controlled group of
     corporations as defined in Code (S)414(b); (2) a trade or business (whether
     or not incorporated) under common control under Code (S)414(c); (3) any
     organization (whether or not incorporated) which is a member of an
     affiliated service group under Code (S)414(m); and (4) any other entity
     required to be aggregated under Code (S)414(o).

1.7  AGE: The term Age means actual attained age.

1.8  ANNIVERSARY DATE: The term Anniversary Date means December 31st.

                                                                             -3-

<PAGE>

1.9  ANNUITY STARTING DATE: The term Annuity Starting Date means the first day
     of the first period for which an amount is paid as an annuity, or, in the
     case of a benefit not payable as an annuity, the first day all events have
     occurred which entitle the Participant to such benefit. The first day of
     the first period for which a benefit is to be received by reason of
     Disability will be treated as the Annuity Starting Date only if such
     benefit is not an auxiliary benefit.

1.10 AVERAGE CONTRIBUTION PERCENTAGE TEST: The term Average Contribution
     Percentage Test (or ACP Test) means one of the following tests for Matching
     Contributions and Employee contributions: (a) the ACP for Participants who
     are HCEs in the current Plan Year will not exceed the current Plan Year's
     ACP for Participants who are NHCEs in the current Plan Year multiplied by
     1.25; or (b) the ACP for Participants who are HCEs in the current Plan Year
     will not exceed the current Plan Year's ACP for Participants who are NHCEs
     in the current Plan Year multiplied by 2.0, provided that the ACP for
     Participants who are HCEs in the current Plan Year does not exceed the ACP
     for Participants who are NHCEs in the current Plan Year by more than 2
     percentage points. The ACP Test will be determined in accordance with the
     following provisions:

     (a)  Multiple Use: If one or more HCEs participate in both a cash or
          deferred arrangement and in a plan subject to the ACP Test maintained
          by the Employer, and if the sum of the ADP and ACP of those HCEs
          subject to either or both tests exceeds the Aggregate Limit, then the
          ACP of those HCEs who also participate in a cash or deferred
          arrangement will be reduced in the manner described in Section 5.17 so
          that the limit is not exceeded. The amount by which each HCE's
          Contribution Percentage Amount is reduced will be treated as an Excess
          Aggregate Contribution as defined in Section 5.17. The ADP and the ACP
          of HCEs are determined after any corrections required to meet the ADP
          Test and the ACP Test and are deemed to be the maximum permitted under
          such tests for the Plan Year. Multiple use does not occur if either
          the ADP or the ACP of the HCEs does not exceed 1.25 multiplied by the
          ADP and the ACP of the NHCEs.

     (b)  Highly Compensated Employees: A Participant is a HCE for a particular
          Plan Year if he or she meets the definition of a HCE in effect for
          that Plan Year; and a Participant is a NHCE for a particular Plan Year
          if he or she does not meet the definition of a HCE in effect for that
          Plan Year. The Contribution Percentage for any Participant who is a
          HCE who is eligible to have Contribution Percentage Amounts allocated
          to his or her account under two or more plans described in Code
          (S)401(a), or arrangements described in Code (S)401(k) that are
          maintained by the Employer, will be determined as if the total of such
          Contribution Percentage Amounts was made under each plan. If a HCE
          participates in two or more cash or deferred arrangements with
          different plan years, all cash or deferred arrangements ending with or
          within the same calendar year will be treated as a single arrangement.
          Notwithstanding the foregoing, certain plans will be treated as
          separate if mandatorily disaggregated under regulations under Code
          (S)401(m).

     (c)  Other Rules: In determining the ACP Test, (1) if this Plan satisfies
          the requirements of Code (S)401(m), Code (S)401(a)(4) or Code
          (S)410(b) only if aggregated with one or more other plans, or if one
          or more other plans satisfy such requirements only if aggregated with
          this Plan, then this section will be applied by determining the
          Contribution Percentage of Employees as if all such plans were a
          single plan. Plans may be aggregated in order to satisfy Code
          (S)401(m) only if they have the same Plan Year; (2) in determining the
          Contribution Percentage test, Employee contributions are considered to
          have been made in the Plan Year in which contributed to the Plan, and
          Matching Contributions and QNECs will be considered made for a Plan
          Year if made no later than the end of the twelve-month period
          beginning on the day after the close of the Plan Year; (3) the
          Employer will maintain records sufficient to demonstrate satisfaction
          of the ACP Test

                                                                             -4-

<PAGE>

          and the amount of QNECs or QMACs, or both, used in such test; and (4)
          the determination and treatment of the Contribution Percentage of any
          Participant will satisfy such other requirements as may be prescribed
          by the Secretary of the Treasury.

     (d)  Aggregate Limit: The term Aggregate Limit means the sum of (1) 125% of
          the greater of the ADP of Participants who are the NHCEs for the
          current Plan Year or the ACP of Participants who are NHCEs subject to
          Code (S)401(m) for the Plan Year beginning with or within the current
          Plan Year of the CODA, and (2) the lesser of 200% or two plus the
          lesser of such ADP or ACP. "Lesser" is substituted for "greater" in
          (1) and "greater" for "lesser" after "two plus the" in (2) if a larger
          Aggregate Limit would result.

     (e)  Contribution Percentage: The term Average Contribution Percentage
          means the average of the Contribution Percentages of the "eligible"
          Participants in a group; the term Contribution Percentage means the
          ratio (expressed as a percentage) of the Participant's Contribution
          Percentage Amounts to the Participant's Compensation for the Plan
          Year; and the term Contribution Percentage Amounts means the sum of
          Employee Contributions, Matching Contributions, and QMACs (to the
          extent not used in the ADP Test) made on behalf of the Participant for
          the Plan Year. Contribution Percentage Amounts will not include
          Matching Contributions that are forfeited either to correct Excess
          Aggregate Contributions or because the contributions to which they
          relate are Excess Deferrals, Excess Contributions, or Excess Aggregate
          Contributions. The Employer will include as Contribution Percentage
          Amounts QNECs and Elective Deferrals to the extent necessary to pass
          the ACP Test, so long as the ADP Test is met before the Elective
          Deferrals are used in the ACP Test and continues to be met following
          the exclusion of the Elective Deferrals used in the ACP Test.

     (f)  "Eligible" Participant: For purposes of this Section, an "eligible"
          Participant is any Employee who is eligible to make an Employee
          Contribution, or an Elective Deferral (if the Employer takes such
          contributions into account in calculating the Contribution
          Percentage), or to receive a Matching Contribution (including
          forfeitures) or a QMAC. If an Employee Contribution is required as a
          condition of Plan participation, any Employee who would be a
          Participant if such Employee made such a contribution will be treated
          as an "eligible" Participant on behalf of whom no Employee
          Contributions are made. An Employee Contribution means any
          contribution made by or on behalf of a Participant that is included in
          his or her gross income in the year in which made and that is
          maintained under a separate account to which earnings and losses are
          allocated.

     (g)  Change To Prior Year Testing: The Employer can only elect to change to
          prior year testing in accordance with Notice 98-1 (or superseding
          guidance). If the Employer does elect to change to prior year testing,
          the ACP for NHCEs for the prior year will be determined by taking into
          account only (1) Voluntary Employee Contributions for those NHCEs for
          the prior year, and (2) Matching Contributions for those NHCEs that
          were taken into account for purposes of the ACP Test (and not the ADP
          Test) under the current year testing method for the prior year, and
          (3) QNECs that were allocated to the accounts of those NHCEs for the
          prior year but that were not used to satisfy the ACP Test or the ADP
          Test under the current year testing method for the prior year. Thus,
          if the Employer elects to change to prior year testing, the following
          contributions made for the prior year will be disregarded: QNECs used
          to satisfy either the ADP Test or ACP Test under the current year
          testing method for the prior testing year, QMACs taken into account
          for purposes of the ADP Test, and all Elective Deferrals. These
          limitations on double counting do not apply for testing years
          beginning before January 1, 1999, and if the Plan changes to prior
          year testing for the first time for the 1998 Plan Year, the ACP for
          NHCEs will be the same as for the 1997 Plan Year.

                                                                             -5-

<PAGE>

1.11 BENEFICIARY: The term Beneficiary means the recipient designated by the
     Participant to receive the Plan benefits payable upon the Participant's
     death. Subject to the provisions of Section 5.8 regarding the rights of a
     Participant's spouse, each Participant may designate a Beneficiary on a
     form supplied by the Administrator, and may change or revoke that
     designation by filing written notice with the Administrator. In the absence
     of a designation, the Participant will be deemed to have designated the
     following Beneficiaries (if then living) in the following order: (1) his or
     her spouse, (2) his or her children; and (3) his or her estate.

1.12 BREAK IN SERVICE: The term Break in Service means a Plan Year during which
     an Employee does not complete more than 500 Hours of Service for reasons
     other than an authorized leave of absence, which is any period in which an
     Employee ceases active employment because of illness, military service, or
     any other reason approved by the Employer. If a Plan Year is less than 12
     months, the 500 Hours of Service requirement will be proportionately
     reduced.

1.13 CODE: The term Code means the Internal Revenue Code of 1986, as amended,
     and the regulations and rulings promulgated thereunder by the Internal
     Revenue Service.

1.14 COMPENSATION: The term Compensation means wages within the meaning of Code
     (S)3401(a) and all other payments of compensation that are actually paid or
     made available in gross income during the Plan Year to an Employee by the
     Employer (in the course of the Employer's trade or business) for which the
     Employer is required to furnish the Employee a written statement (Form W-2)
     under Code (S)6041(d), (S)6051(a)(3) and (S)6052. Compensation must be
     determined without regard to any rules under Code (S)3401(a) that limit the
     remuneration included in wages based on the nature or location of the
     employment or the services performed (such as the exception for
     agricultural labor in Code (S)3401(a)(2). For all purposes other than
     making Elective Deferrals, the Administrator may, on a nondiscriminatory
     basis, elect to include or exclude as Compensation amounts not currently
     includible in gross income by reason of Code (S)125, (S)402(e)(3),
     (S)402(h), or (S)403(b). Compensation used to determine Plan benefits will
     not exceed $170,000, as adjusted under Code (S)401(a)(17). A cost of living
     adjustment in effect for a calendar year applies to any period not
     exceeding 12 months over which Compensation is determined (determination
     period) beginning in such calendar year. If a determination period is less
     than 12 months, the adjusted $170,000 limitation will be multiplied by a
     fraction, the numerator of which is the number of months in the
     determination period, and the denominator of which is 12. Compensation of
     an Owner-Employee or a Self-Employed Individual will equal Earned Income up
     to the adjusted $170,000 limitation. For all purposes other than making
     Elective Deferrals, the Administrator may, on a nondiscriminatory basis,
     elect to include or exclude as Compensation amounts not currently
     includible in gross income by reason of Code (S)125, (S)402(e)(3),
     (S)402(h), or (S)403(b), and for Limitation Years beginning on or after
     January 1, 2001, elective amounts that are not includible in gross income
     by reason of Code (S)132(f)(4).

1.15 DISABILITY: The term Disability means a physical or mental condition
     arising after an Employee has become a Participant which qualifies the
     Participant for benefits under an Employer-sponsored long-term disability
     plan which is administered by an independent third party. However,
     notwithstanding the foregoing, the term Disability will not include any
     disability arising from (1) chronic or excessive use of intoxicants or
     other substances; (2) intentionally self-inflicted injury or sickness; (3)
     an unlawful act or enterprise by the Participant; or (4) military service
     where the Participant is eligible to receive a government sponsored
     military disability pension.

1.16 EARLY RETIREMENT AGE: The term Early Retirement Age means any date after a
     Participant reaches Age 62 and completes 5 Years of Service.

                                                                             -6-

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1.17 EARNED INCOME: The term Earned Income means the net earnings from
     self-employment in the trade or business with respect to which the Plan is
     established, for which personal services of the individual are a material
     income-producing factor. Net earnings will be determined without regard to
     items not included in gross income and the deductions allocable thereto.
     Net earnings will be reduced by deductible contributions by the Employer to
     a qualified retirement plan. Net earnings will be determined with regard to
     the deduction allowed to the Employer by Code (S)164(f) for taxable years
     beginning after December 31, 1989.

1.18 ELECTIVE DEFERRAL: The term Elective Deferrals means Employer contributions
     made to the Plan at the election of the Participant in lieu of cash
     compensation, and will include contributions made pursuant to a salary
     reduction agreement or other deferral mechanism. In any taxable year, a
     Participant's Elective Deferral is the sum of all Employer contributions
     made on behalf of such Participant pursuant to an election to defer under
     any qualified cash or deferred arrangement under Code (S)401(k), any
     simplified employee pension cash or deferred arrangement under Code
     (S)402(h)(1)(B), any eligible deferred compensation plan under Code (S)457,
     any plan under Code (S)501(c)(18), and any Employer contributions made for
     the purchase of an annuity contract under Code (S)403(b) pursuant to a
     salary reduction agreement. Elective Deferrals will not include any
     deferrals properly distributed as excess Annual Additions under Section
     6.5.

1.19 ELIGIBLE PARTICIPANT: The term Eligible Participant means a Participant
     eligible to receive an allocation of Employer contributions (including
     Matching Contributions) and Forfeitures allocable for a Plan Year. Any
     Participant who is an Employee on the last day of the Plan Year will be an
     Eligible Participant if he or she also completes at least 1,000 Hours of
     Service during the Plan Year. Any Participant who terminates employment
     with the Employer before the last day of the Plan Year will only be an
     Eligible Participant for that Plan Year in accordance with the following:

     (a)  Retiring Participants: A Participant who terminates employment before
          the last day of the Plan Year for retirement after Normal or Early
          Retirement Age will be an Eligible Participant if he or she completes
          at least 1,000 Hours of Service during that Plan Year.

     (b)  Deceased Participants: A Participant who terminates employment before
          the last day of the Plan Year on account of death will be an Eligible
          Participant if he or she completes at least 1,000 Hours of Service
          during that Plan Year.

     (c)  Disabled Participants: A Participant who terminates employment before
          the last day of the Plan Year on account of Disability will be an
          Eligible Participant if he or she completes at least 1,000 Hours of
          Service during that Plan Year.

     (d)  Terminated Participants: A Participant who terminates before the last
          day of the Plan Year for reasons other than retirement, death or
          Disability will be an Eligible Participant if he or she completes at
          least 1,000 Hours of Service during that Plan Year.

1.20 EMPLOYEE: The term Employee means (1) any person employed by the Employer
     as an employee; (2) except for purposes of determining eligibility to
     participate in this Plan, any employee of an Affiliated Employer; (3) any
     Self-Employed Individual who derives Earned Income from the Employer; (4)
     any Owner-Employee; and (5) any Leased Employee who is not covered by a
     plan described in Code (S)414(n)(5) provided Leased Employees constitute
     more than 20% of the Employer's non-highly compensated workforce.

1.21 EMPLOYER: The term Employer means Alltech Associates, Inc. (or any
     successor thereto that sponsors this Plan) and any Adopting Employer.

                                                                             -7-

<PAGE>

1.22 FIDUCIARY: The term Fiduciary means any individual or entity which
     exercises any discretionary authority or control over the management of the
     Plan or over the disposition of the assets of the Plan; renders investment
     advice for a fee or other compensation (direct or indirect); or has any
     discretionary authority or responsibility over administration of the Plan.

1.23 FISCAL YEAR: The term Fiscal Year means the Employer's accounting year
     beginning January 1st and ending the following December 31st.

1.24 FORFEITURE: The term Forfeiture means the amount by which a Participant's
     Account balance exceeds his or her Vested Interest upon the earlier to
     occur of (1) the date the Participant receives a distribution of his or her
     Vested Interest pursuant to Sections 5.4, 5.5, or 5.6; or (2) the date the
     Participant incurs 5 consecutive Breaks in Service after Termination of
     Employment. No Forfeitures will occur solely as a result of the withdrawal
     of a Participant's own contributions to the Plan, or a Participant's
     transfer to an Affiliated Employer or Adopting Employer. All Forfeitures
     will be allocated to the Forfeiture Account pending allocation under
     Section 3.4.

1.25 HCE: The term HCE means a Highly Compensated Employee.

1.26 HIGHLY COMPENSATED EMPLOYEE: The term Highly Compensated Employee means,
     for Plan Years beginning after December 31, 1996, any Employee (1) who
     during the Plan Year or the look-back year was a 5% owner as defined in
     Code (S)416(i)(1); or (2) who for the look-back year had Section 415
     Compensation in excess of $80,000 as adjusted under Code (S)415(d) (except
     that the base year will be the calendar quarter ending September 30, 1996).
     The look-back year will be the 12 month period immediately preceding the
     Plan Year for which the determination is being made. The determination of
     who is a highly compensated former Employee is based on the rules for
     determining HCE status as in effect for the Plan Year or the look-back year
     for which the determination is being made, in accordance with temporary
     regulation (S)1.414(q)-1T, A-4 and Notice 97-45. In determining if an
     Employee is a HCE for Plan Years beginning in 1997, amendments to Code
     (S)414(q) are treated as being in effect for Plan Years beginning in 1996.

1.27 HOUR OF SERVICE: The term 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 or an Affiliated Employer. These hours will be credited for
     the computation period in which the duties are performed; and (b) each hour
     for which an Employee is paid, or entitled to payment, by the Employer or
     an Affiliated 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 will be credited under this Section for any single
     continuous period (whether or not such period occurs in a single
     computation period). Hours under this paragraph will be calculated and
     credited pursuant to (S)2530.200b-2 of the Depaitinent 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 or an Affiliated Employer. The same hours will
     not be credited both under section (a) or section (b) above and under this
     section (c). These hours will be credited 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. In
     determining whether a Break in Service for participation and vesting has
     occurred in a computation period, an individual on Maternity or Paternity
     Leave will receive credit for up to 501 hours which would otherwise have
     been credited to such individual but for such absence, or in any case in
     which such hours cannot be determined, 8 hours per day of such absence.
     Hours credited for Maternity or Paternity Leave will be credited in the
     computation period in which the absence begins if necessary to prevent a
     Break in Service in that period, or in all other cases, in the following
     computation period.

                                                                             -8-

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1.28 KEY EMPLOYEE: The term Key Employee means any Employee, Former Employee,
     deceased Employee, or Beneficiary who at any time during the Plan Year
     containing the Determination Date for the Plan Year in question or any of
     the prior 4 Plan Years was (1) an officer of the Employer whose Section 415
     Compensation exceeds 50% of the amount in effect under Code
     (S)415(b)(1)(A), except that no more than fifty Employees (or, if lesser,
     the greater of three or 10% of the Employees) will be treated as officers;
     (2) an owner (or was considered an owner under Code (S)318) of one of the
     ten largest interests in the Employer whose Section 415 Compensation
     exceeds 100% of the dollar limitation in effect under Code (S)415(c)(1)(A),
     but if two Employees own the same interest in the Employer, the Employee
     with the greater annual Compensation will be treated as owning a larger
     interest; (3) a 5% owner of the Employer as defined in Code
     (S)416(i)(l)(B)(i); or (4) a 1% owner of the Employer as defined in Code
     (S)416(i)(1)(B)(ii) whose annual Section 415 Compensation is more than
     $150,000.

1.29 LEASED EMPLOYEE: The term Leased Employee means any person within the
     meaning of Code (S)414(n)(2) and Code (S)414(o) who is not an Employee of
     the Employer and who provides services to the Employer if (1) such services
     are provided pursuant to an agreement between the Employer and a leasing
     organization; (2) such person has performed services for the Employer or
     for the Employer and related persons as determined in accordance with Code
     (S)414(n)(6) on a substantially full time basis for a period of at least
     one year; and (3) such services are performed under the primary direction
     and control of the Employer. Contributions or benefits provided to a Leased
     Employee by the leasing organization which are attributable to services
     performed for the Employer will be treated as provided by Employer.

1.30 LIMITATION YEAR: The term Limitation Year means the Plan Year.

1.31 MATCHING CONTRIBUTION: The term Matching Contribution means an Employer
     contribution made to this or any other defined contribution plan on behalf
     of a Participant on account of Voluntary Employee Contributions made by
     such Participant, or on account of a Participant's Elective Deferral, under
     a Plan maintained by the Employer.

1.32 MATERNITY OR PATERNITY LEAVE: The term Maternity or Paternity Leave means
     that an Employee is absent from work because of the Employee's pregnancy;
     the birth of the Employee's child; the placement of a child with the
     Employee in connection with the adoption of such child by the Employee; or
     the need to care for such child for a period beginning immediately
     following the child's birth or placement.

1.33 NHCE: The term NHCE means a Non-Highly Compensated Employee.

1.34 NON-ELECTIVE CONTRIBUTIONS: The term Non-Elective Contribution means a
     contribution other than a Matching Contribution or a Qualified Matching
     Contribution (1) that is made by the Employer, (2) that is allocated to
     Participants' Accounts, and (3) that the Participant may not elect to
     receive in cash until such contributions are distributed from the Plan.

1.35 NON-HIGHLY COMPENSATED EMPLOYEE: The term Non-Highly Compensated Employee
     means any Employee who is not a Highly Compensated Employee.

1.36 NON-KEY EMPLOYEE: The term Non-Key Employee means any Employee who is not a
     Key Employee, including former Key Employees. For purposes of making the
     allocations in Section 3.5, Non-Key Employee means a Non-Key Employee who
     either is a Participant or would be a Participant but for the reasons set
     forth in Section 3.5(a).

                                                                             -9-

<PAGE>

1.37 NORMAL RETIREMENT AGE: The term Normal Retirement Age means the date a
     Participant reaches Age 65. There is no mandatory retirement age.

1.38 NORMAL RETIREMENT DATE: The term Normal Retirement Date means the same date
     a Participant reaches Normal Retirement Age.

1.39 OWNER-EMPLOYEE: The term Owner-Employee means (1) in the case of an
     Employer or Affiliated Employer which is an unincorporated trade or
     business, an individual who owns the entire interest in such Employer or
     Affiliated Employer; and (2) in the case of an Employer or Affiliated
     Employer which is a partnership, an individual who owns more than 10% of
     either the capital interest or the profit interest in such Employer or
     Affiliated Employer.

1.40 PARTICIPANT: The term Participant means any Employee who has met the
     eligibility and participation requirements of the Plan. However, an
     individual who is no longer an Employee will not be deemed a Participant if
     his or her entire Plan benefit (1) is fully guaranteed by an insurance
     company and is legally enforceable at the sole choice of such individual
     against such insurance company, provided that a contract, policy, or
     certificate describing the benefits to which such individual is entitled
     under the Plan has been issued to such individual; or (2) is paid in a lump
     sum distribution which represents such individual's entire interest in the
     Plan.

1.41 PARTICIPANT'S ACCOUNT: The term Participant's Account means the account to
     which is credited a Participant's share of Employer contributions,
     Forfeitures which are not used to pay administrative expenses or to reduce
     Employer contributions, and earnings and losses. Each account will be
     divided into the following contribution sub-accounts: the Elective Deferral
     Account; the Matching Contribution Account; the Qualified Matching
     Contribution Account; the Non-Elective Contribution Account; and the
     Qualified Non-Elective Contribution Account.

1.42 PERMISSIVE AGGREGATION GROUP: The term Permissive Aggregation Group means a
     Required Aggregation Group plus any Employer plan(s) which when considered
     as a group with the Required Aggregation Group would continue to satisfy
     Code (S)401(a)(4) and (S)410.

1.43 PLAN: The term Plan means this 401(k) profit sharing plan and trust
     agreement, which is named the Alltech Associates, Inc. Employees' Profit
     Sharing Plan and Trust.

1.44 PLAN YEAR: The term Plan Year means the Plan's accounting year beginning
     January 1st and ending the following December 31st.

1.45 POLICY: The term Policy means a life insurance policy or annuity contract
     purchased by the Plan pursuant to the provisions of Section 7.13.

1.46 QMAC: The term QMAC means a Qualified Matching Contribution.

1.47 QNEC: The term QNEC means a Qualified Non-Elective Contribution.

1.48 QUALIFIED JOINT AND SURVIVOR ANNUITY: The term Qualified Joint and Survivor
     Annuity means an immediate annuity for the life of the Participant with a
     survivor benefit for the life of the Participant's spouse which is not less
     than 50% nor more than 100% of the annuity payable during the joint lives
     of the Participant and his or her spouse and which is the amount of benefit
     that can be purchased with the Participant's Vested Aggregate Account
     balance. The survivor benefit will be 50% unless a higher percentage is
     elected by the Participant.

                                                                            -10-

<PAGE>

1.49 QUALIFIED MATCHING CONTRIBUTION: The term Qualified Matching Contribution
     means a Matching Contribution that satisfies the following requirements:
     (1) it is used to satisfy the ADP Test or the ACP Test; (2) a Participant
     may not elect to receive it in cash until distributed from the Plan; and
     (3) it is subject to the distribution and nonforfeitability requirements of
     Code (S)401(k) when made to the Plan.

1.50 QUALIFIED NON-ELECTIVE CONTRIBUTIONS: The term Qualified Non-Elective
     Contribution means a contribution (other than a Matching Contribution or a
     Qualified Matching Contribution) that is made by the Employer and allocated
     to Participant's Account and that satisfies the following requirements: (1)
     it is used to satisfy the ADP or ACP Test; (2) a Participant may not elect
     to receive it in cash until distributed from the Plan; and (3) it is
     subject to the distribution and nonforfeitability requirements of Code
     (S)401(k) when made to the Plan. Qualified Non-Elective Contributions may
     be considered for purposes of determining the Top Heavy Minimum
     Contribution under Section 3.5. In lieu of distributing Excess
     Contributions under Section 5.16 or Excess Aggregate Contributions under
     Section 5.17, the Employer may make a Qualified Non-Elective Contribution
     on behalf of Participants in an amount sufficient to satisfy the ADP Test
     and/or the ACP Test, to the extent permitted in Section 1.2 and Section
     1.10.

1.51 QUALIFIED PRERETIREMENT SURVIVOR ANNUITY: The term Qualified Preretirement
     Survivor Annuity means a survivor annuity for the life of a deceased
     Participant's surviving spouse which is equal to the amount of benefit
     which can be purchased by 50% of the deceased Participant's Vested
     Aggregate Account determined at the date of death. In determining a
     Participant's Vested Aggregate Account balance for purposes of this
     Section, any security interest held by the Plan because of a loan
     outstanding to the Participant will be taken into consideration.

1.52 REQUIRED AGGREGATION GROUP: The term Required Aggregation Group means (a)
     each Employer qualified deferred compensation plan in which at least one
     Key Employee participates or participated at any time during the
     determination period (regardless of whether the plan has terminated), and
     (b) any other Employer qualified deferred compensation plan which enables a
     plan described in (a) to meet the requirements of Code (S)401(a)(4) or (S)
     410.

1.53 REQUIRED BEGINNING DATE: The term Required Beginning Date means for a
     Participant who is not a 5% owner, April 1st of the calendar year following
     the later of the calendar year in which he or she reaches Age 70 1/2 or the
     calendar year in which he or she actually retires; and for a Participant
     who is a 5% owner, April 1st of the calendar year following the calendar
     year in which he or she reaches Age 70 1/2.

     (a)  Definition Of 5% Owner: If A Participant will be treated as a 5% owner
          hereunder if such Participant is a 5% owner as defined in Code (S)416
          at any time during the Plan Year ending with or within the calendar
          year in which such owner reaches Age 70 1/2. Once distributions have
          begun to a 5% owner under this Section, they must continue even if the
          Participant ceases to be a 5% owner in a subsequent year.

     (b)  Pre-Retirement Age 70 1/2 Distributions: The pre-retirement Age 70 1/2
          distribution option is only eliminated with respect to Employees who
          reach Age 70 1/2 in or after a calendar year that begins after the
          later of December 31, 1998, or the adoption date of this amended Plan.
          The pre-retirement Age 70 1/2 distribution option is an optional form
          of benefit under which benefits payable in a particular distribution
          form (including any modifications elected after benefit commencement)
          commence at a time during the period that begins on or after January
          1st of the calendar year in which an Employee attains age 70 1/2 and
          ends April 1st of the immediately following calendar year.

                                                                            -11-

<PAGE>

1.54 SECTION 415 COMPENSATION: The term Section 415 Compensation means a
     Participant's Earned Income, wages, salaries, 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 salesmen, compensation for
     services based on a percentage of profits, commissions on insurance
     premiums, tips and bonuses). However, Section 415 Compensation does not
     include (a) Employer contributions to a deferred compensation plan which
     are not includible 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 they are deductible by the Employee, or any
     distributions from a plan of deferred compensation; (b) amounts realized
     from a non-qualified 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; (c) amounts realized from the
     sale, exchange or other disposition of stock acquired under a qualified
     stock option; and (d) other amounts which receive special tax benefits, or
     contributions made by an Employer (whether or not under a salary reduction
     agreement) towards the purchase of an annuity described in Code (S)403(b)
     (whether or not the amounts are excludable from Employee's gross income).
     For Limitation Years beginning after December 31, 1997, Section 415
     Compensation will include any elective deferrals as defined in Code
     (S)402(g)(3), and any amounts which are contributed or deferred at the
     election of the Participant and are not includible in the gross income by
     reason of Code (S)125 or (S)457. For limitation years beginning after
     January 1, 2001, for purposes of applying the limitations described in this
     Section, compensation paid or made available during the Limitation Year
     will include elective amounts that are not includible in gross income by
     reason of Code (S)132(f)(4).

1.55 SELF-EMPLOYED INDIVIDUAL: The term Self-Employed Individual means anyone
     who owns an interest (other than stock) in the Employer and has Earned
     Income for the Plan Year or who would have had Earned Income but for the
     fact the Employer had no net profits for the Plan Year.

1.56 SHAREHOLDER-EMPLOYEE: The term Shareholder-Employee means, in the case of
     an Employer or Affiliated Employer which is an electing small business
     corporation, an individual who is an employee or officer of such electing
     small business corporation and owns, or is considered as owning within the
     meaning of Code (S)318(a)(1), on any day during the taxable year of such
     corporation, more than 5% of the outstanding stock of the corporation.

1.57 SUPER TOP HEAVY: The term Super Top Heavy means the Top Heavy Ratio exceeds
     90%.

1.58 TERMINATION OF EMPLOYMENT: Termination of Employment means that a
     Participant is no longer an Employee for reasons other than retirement,
     death, or Disability.

1.59 TERMINATED PARTICIPANT: The term Terminated Participant means a Participant
     who has ceased to be an Employee for reasons other than retirement, death
     or Disability.

1.60 TOP HEAVY: Top Heavy means for any Plan Year beginning after December 31,
     1983 that (a) the Top Heavy Ratio exceeds 60% and the Plan is not part of a
     Required Aggregation Group or Permissive Aggregation Group; or (b) the Plan
     is a part of a Required Aggregation Group but not a Permissive Aggregation
     Group and the Top Heavy Ratio for the group exceeds 60%; or (c) the Plan is
     a part of a Required Aggregation Group and a Permissive Aggregation Group
     and the Top Heavy Ratio for the Permissive Aggregation Group exceeds 60%.

1.61 TOP HEAVY MINIMUM ALLOCATION: The term Top Heavy Minimum Allocation means
     an amount equal to 3% of the Section 415 Compensation of a Non-Key Employee
     for the applicable Plan Year. The term Top Heavy Extra Minimum Allocation
     means an amount equal to 4% of the Section 415 Compensation of a Non-Key
     Employee for the applicable Plan Year.

                                                                            -12-

<PAGE>

1.62 TOP HEAVY RATIO: In determining if this Plan is Top Heavy or Super Top
     Heavy, the Top Heavy Ratio will be determined in accordance with the
     following provisions:

     (a)  Rule 1: If the Employer maintains one or more defined contribution
          plans (including simplified employee pension plans) and has not
          maintained any defined benefit plan which during the 5-year period
          ending on the Determination Date had accrued benefits, the Top Heavy
          Ratio for this Plan alone or for the Required or Permissive
          Aggregation Group is a fraction, the numerator of which is the sum of
          the account balances of all Key Employees as of the Determination Date
          (including any part of any account balance distributed in the 5-year
          period ending on the Determination Date), and the denominator of which
          is the sum of the account balances (including any part of any account
          balance distributed in the 5-year period ending on the Determination
          Date) determined under Code (S)416 and the regulations thereunder.
          Both the numerator and the denominator of the Top Heavy Ratio will be
          increased to reflect any contribution not actually made as of the
          Determination Date but which is required to be taken into account
          under Code Section (S)416 and the regulations thereunder.

     (b)  Rule 2: If the Employer maintains one or more defined contribution
          plans (including a simplified employee pension plan) and maintains or
          has maintained one or more defined benefit plans which during the
          5-year period ending on the Determination Date has had any accrued
          benefits, the Top Heavy Ratio for any Required or Permissive
          Aggregation Group is a fraction, the numerator of which is the sum of
          account balances under the aggregated defined contribution plans for
          all Key Employees determined in accordance with paragraph (a) above,
          and the present value of accrued benefits under the aggregated defined
          benefit plans for all Key Employees as of the Determination Date, and
          the denominator of which is the sum of the account balances under the
          aggregated defined contribution plans for all Participants, determined
          in accordance with paragraph (a), and the present value of accrued
          benefits under the aggregated defined benefit plans for all
          Participants as of the Determination Date, all determined under Code
          (S)416 and the regulations thereunder. The accrued benefits under a
          defined benefit plan in both the numerator and denominator of the Top
          Heavy Ratio are increased for any distribution made in the 5-year
          period ending on the Determination Date.

     (c)  Rule 3: For purposes of paragraphs (a) and (b), the value of account
          balances and the present value of accrued benefits will be determined
          as of the most recent Valuation Date that falls within or ends with
          the 12-month period ending on the Determination Date, except as
          provided in Code (S)416 and the regulations thereunder for the first
          and second Plan Years of a defined benefit plan. The account balances
          and accrued benefits will be disregarded for a Participant who (1) is
          not a Key Employee but who was a Key Employee in a prior year or (2)
          has not been credited with at least 1 Hour of Service with any
          Employer maintaining the Plan at any time during the 5-year period
          ending on the Determination Date. The calculation of the Top Heavy
          Ratio and the extent to which distributions, rollovers, and transfers
          are taken into account will be made in accordance with Code (S)416 and
          the regulations thereunder. When aggregating plans, the value of
          accounts and accrued benefits will be calculated with reference to the
          Determination Date that falls within the same calendar year. The
          accrued benefit of a Participant other than a Key Employee will be
          determined under (1) the method, if any, that uniformly applies for
          accrual purposes under all defined benefit plans maintained by the
          Employer, or (2) effective as of the first Plan Year beginning after
          December 31, 1986, if there is no such method, as if such benefit
          accrued not more rapidly than the slowest accrual rate permitted under
          the fractional rule of Code (S)411(b)(1)(C). Deductible employee
          contributions will not be taken into account in determining the Top
          Heavy Ratio.

                                                                            -13-

<PAGE>

     (d)  Definition Of Determination Date: In determining the Top Heavy Ratio,
          the term Determination Date means the last day of the preceding Plan
          Year except for the first Plan Year when the Determination Date means
          the last day of such first Plan Year.

1.63 TRUSTEE: The term Trustee means the persons or entity named as trustee or
     trustees in this Plan and any successor to such Trustee or Trustees.

1.64 TRUST FUND: The term Trust Fund or Trust means the assets of the Plan.

1.65 VALUATION DATE: Except as otherwise provided in Section 1.62(c) regarding
     the Top Heavy Ratio, the term Valuation Date means the date on which the
     Trustee determines the value of the Trust Fund, which must occur at least
     annually on the last day of each Plan Year. The Administrator may also
     value the Trust Fund on such other dates deemed necessary by the
     Administrator in a manner that does not discriminate in favor of HCEs.

1.66 VESTED AGGREGATE ACCOUNT: The term Vested Aggregate Account means a
     Participant's Vested Interest in the aggregate value of his or her
     Participant's Account and any accounts attributable to the Participant's
     own Plan contributions (including rollovers).

1.67 VESTED INTEREST: The term Vested Interest means a Participant's
     non-forfeitable percentage in any account maintained on his or her behalf
     by the Plan. A Participant's Vested Interest in his or her Participant's
     Account will be determined in accordance with Section 4.6 of the Plan.

1.68 YEAR OF SERVICE: The term Year of Service means a 12-consecutive month
     computation period in which an Employee completes for the Employer, an
     Affiliated Employer or an Adopting Employer (1) at least 1,000 Hours of
     Service for eligibility purposes under Section 2.1; and (2) at least 1,000
     Hours of Service for vesting purposes under Section 4.6. A Year of Service
     will be determined in accordance with the following provisions:

     (a)  Eligibility Computation Period: For eligibility purposes, an
          Employee's initial 12-consecutive month computation period will begin
          on the date an Employee first completes an Hour of Service (hereafter
          called the Employment Commencement Date). The second 12-consecutive
          month eligibility computation period will begin on the first day of
          the Plan Year which begins prior to the first anniversary of the
          Employee's Employment Commencement Date regardless of whether the
          Employee is credited with 1,000 Hours of Service during the initial
          computation period. If the Employee is credited with 1,000 Hours of
          Service in both the initial eligibility computation period and in the
          second eligibility computation period, the Employee will be credited
          with two Years of Service for eligibility purposes. If a Plan Year is
          less than 12 months, the 1,000 Hours of Service requirement set forth
          herein will be proportionately reduced.

     (b)  Reemployment Before A Break In Service: For eligibility purposes, if a
          Participant terminates employment and is re-employed by the Employer
          before incurring a Break in Service, such Participant will continue to
          participate in the Plan and earn credit for Years of Service as if the
          termination of employment had not occurred.

     (c)  Reemployment After A Break In Service: For eligibility purposes, if a
          Participant who does not have a Vested Interest in his Participant's
          Account terminates employment but is re-employed after a Break in
          Service occurs, his Years of Service before the Break in Service will
          not be counted in computing his Years of Service if the number of
          consecutive Breaks in Service equals or exceeds the greater of five or
          the aggregate number of Years of Service. The aggregate number of
          Years of Service will not include Years of Service previously
          disregarded hereunder by reason of prior Breaks in Service.

                                                                            -14-

<PAGE>

          If a former Participant's Years of Service are disregarded under this
          paragraph, he or she will be treated as a new Employee for eligibility
          purposes. If a former Participant's Years of Service may not be
          disregarded under this paragraph, then he or she will continue to
          participate in the Plan, or, if terminated, will participate
          immediately upon re-employment. If a Participant who has a Vested
          Interest in his or her Participant's Account terminates employment but
          is re-employed after a Break in Service occurs, such former
          Participant will become a Participant in the Plan immediately upon
          being re-employed.

     (d)  Full And Immediate Vesting: If this Plan at any time provides that an
          Employee must complete 2 Years of Service for eligibility and that an
          Employee will have a 100% Vested Interest in his or her Participant's
          Account upon becoming a Participant, then the Years of Service of an
          Employee who incurs a Break in Service before satisfying such 2 Years
          of Service eligibility requirement will not be counted for
          eligibility.

     (e)  Vesting Computation Period: In determining a Participant's Vested
          Interest in his or her Participant's Account, the 12-consecutive month
          computation period will be the Plan Year. If a former Participant is
          re-employed after a Break in Service, such former Participant's Vested
          Interest in his or her Participant's Account will be computed as
          follows: (1) Years of Service prior to the Break in Service will not
          be counted for purposes of computing his or her post-break Vested
          Interest until the former Participant has completed a Year of Service
          from the date of re-employment; (2) Years of Service after a former
          Participant has incurred 5 consecutive Breaks in Service will not be
          taken into account in determining the Vested Interest in his or her
          Participant's Account which accrued before such 5 year period; and (3)
          if a former Participant does not have a Vested Interest in his or her
          Participant's Account, Years of Service before any period of
          consecutive Breaks in Service will not be taken into account if the
          number of consecutive Break in Service within such period equals or
          exceeds the greater of 5 or the aggregate number of Years of Service
          before such period.

                                                                            -15-

<PAGE>

                                    ARTICLE 2
                               PLAN PARTICIPATION

2.1  ELIGIBILITY REQUIREMENTS: An Employee who is not in an ineligible class of
     Employees will be eligible to become a Participant in the Plan in
     accordance with the following provisions:

     (a)  Age And Service Requirement: Anyone who is a Participant on January 1,
          2002 will continue to participate in the Plan. Any other Employee who
          is not a member of an ineligible class of Employees will be eligible
          to enter the Plan as a Participant (1) in order to make Elective
          Deferrals, when he or she completes 3 months of service, which an
          Employee will be deemed to have completed if the Employee is employed
          by the Employer 3 months after the date he or she is first entitled to
          be credited with an Hour of Service; and (2) in order to receive an
          allocation of Non-Elective Contributions and Matching Contributions,
          when he or she reaches Age 21 and completes 1 Year of Service.

     (b)  Ineligible Classes Of Employees: All Employees are eligible to
          participate in the Plan except for the following ineligible classes of
          Employees: (1) Employees whose employment is governed by the terms of
          a collective bargaining agreement between Employee representatives and
          the Employer in which retirement benefits were the subject of good
          faith bargaining, unless such collective bargaining agreement
          expressly provides for the inclusion of such Employees as Participants
          in the Plan; (2) Employees who are non-resident aliens who do not
          receive any earned income from the Employer which constitutes income
          from sources within the United States; (3) Leased Employees; (4)
          Employees who are employed by an Affiliated Employer; and (5) any
          person who is deemed by the Employer to be an independent contractor
          on his or her employment commencement date and on the first day of
          each subsequent Plan Year, even if such person is later determined by
          a court or governmental agency to be or to have been an Employee.

     (c)  Participation By Ineligible Employees: If an Employee who is not a
          member of the eligible class of Employees becomes a member of the
          eligible class, such Employee will participate in the Plan immediately
          if he or she has satisfied the age and service requirements and would
          have previously become a Participant had he or she been a member of
          the eligible class. The participation of a Participant who becomes a
          member of an ineligible class will be suspended, and such Participant
          will be entitled to an allocation of Employer contributions and
          Forfeitures for the Plan Year only to the extent of Hours of Service
          completed while a member of the eligible class of Employees. Upon
          returning to an eligible class of Employees, a suspended Participant
          will immediately participate again in the Plan. The Vested Interest of
          a Participant who ceases to be a member of an eligible class will
          continue to increase under Section 4.6.

     (d)  Participation By Former Participants: A former Participant will again
          become a Participant immediately upon returning to the employ of the
          Employer as a member of the eligible class of Employees unless such
          former Participant's Years of Service may be disregarded by reason of
          prior Breaks in Service as provided in Section 1.68(c).

2.2  ENTRY DATE: An Employee who has satisfied the eligibility requirements in
     Section 2.1 will enter the Plan as a Participant (a) in order to make
     Elective Deferrals, on the January 1st, April 1st, July 1st or October 1st
     which coincides with or next follows the date on which he or she satisfies
     the eligibility requirements for Elective Deferrals; and (b) in order to
     receive an allocation of Non-Elective Contributions and Matching
     Contributions, on the January 1st or the

                                                                            -16-

<PAGE>

     July 1st which coincides with or next follows the date on which he or she
     satisfies the eligibility requirements for Non-Elective Contributions and
     Matching Contributions.

2.3  WAIVER OF PARTICIPATION: A Participant may, with the written consent of
     both the Employer and the Participant's spouse, elect in writing to waive
     participation in the Plan for any Plan Year. A waiver will be permitted
     only if it does not adversely affect the Plan's tax qualified status. An
     election to waive Plan participation for a Plan Year will result in no
     allocation of Employer contributions or Forfeitures for that Plan Year. If
     an Employee who has waived his or her right to become a Participant
     subsequently elects to become a Participant, the period of waiver will be
     considered as Years of Service under the Plan for purposes of determining
     the Employee's eligibility to participate, for determining the Employee's
     Vested Interest in his or her Participant's Account, and for determining
     eligibility for Normal or Early Retirement Age.

2.4  CESSATION OF PARTICIPATION: A Participant's active participation in the
     Plan will cease if the Participant incurs a Break in Service or on account
     of the Participant's death or Disability, or on account of retirement on or
     after reaching Normal or Early Retirement Age. Upon the occurrence of any
     such event, the benefits of such Participant, if any, will be computed by
     the Administrator and distributed by the Trustee as hereinafter provided.

2.5  RESTRICTIONS ON OWNER-EMPLOYEES: If this Plan provides contributions or
     benefits for Employees some or all of whom are Owner-Employees, such
     contributions or benefits can only be provided with respect to the Earned
     Income of such Owner-Employee which is derived from the trade or business
     with respect to which the Plan is established.

                                                                            -17-

<PAGE>

                                   ARTICLE 3
                         CONTRIBUTIONS AND ALLOCATIONS

3.1  EMPLOYER CONTRIBUTIONS: Each Plan Year, the Employer will contribute to the
     Plan such amounts as it may in its sole discretion determine, subject to
     the following provisions:

     (a)  Elective Deferrals: Effective January 1, 2002, each Participant may
          enter into a salary reduction agreement as set forth below authorizing
          the Employer to withhold a percentage of the Participant's
          Compensation. The amount withheld will be deemed an Elective Deferral
          which the Employer will contribute to the Plan on the Participant's
          behalf. Each Participant's Elective Deferral for any Plan Year will be
          determined as follows:

          (1)  Deferral Percentage: Each Participant may elect that up to the
               maximum amount of his or her Compensation which will not cause
               the Plan to violate the ADP Test be withheld as an Elective
               Deferral, but in no event may the dollar amount withheld be more
               than $10,000 per calendar year as adjusted under Code
               (s)402(g)(5). Elective Deferrals which exceed the adjusted
               $10,000 limitation will be deemed Excess Elective Deferrals and
               will be returned under Section 5.15. Elective Deferrals must
               satisfy one of the ADP Tests, and Elective Deferrals which do not
               satisfy one of the ADP Tests will be deemed Excess Contributions
               and will be returned under Section 5.16.

          (2)  Withdrawal Of Elective Deferrals: Elective Deferrals (exclusive
               of the earnings thereon) can only be withdrawn upon the earlier
               to occur of (1) the date the Participant incurs a Termination of
               Employment; (2) the date the Participant dies; (3) the date the
               Participant suffers a Disability; (4) the date an event described
               in Code (S)401(k)(10) occurs; or (5) the date the Participant
               retires. Distribution will be made in accordance with Article 5.

          (3)  Salary Reduction Agreement: A Participant may, in accordance with
               a written policy established by the Administrator, amend his or
               her salary reduction agreement to change the percentage being
               withheld. The Participant may also at any time suspend or cancel
               the salary reduction agreement upon reasonable written notice
               (not to exceed 30 days). If a Participant cancels or suspends the
               salary reduction agreement, the Participant will not be permitted
               to put a new agreement into effect until such time as set forth
               in the written policy established by the Administrator. If
               necessary to insure that the Plan satisfies the ADP Test, the
               Employer may also amend or terminate a Participant's salary
               reduction agreement on written notice to the Participant. If a
               Participant has not authorized the Employer to withhold at the
               maximum rate permitted and the Participant desires to increase
               the total amount withheld for a Plan Year, the Participant may
               authorize the Employer upon reasonable notice to withhold a
               supplemental amount up to 100% of his or her Compensation for one
               or more pay periods. In no event may the sum of the amount
               withheld under the salary reduction agreement plus the
               supplemental withholding exceed 25% of a Participant's
               Compensation for a Plan Year.

     (b)  Matching Contributions: The Employer may contribute on behalf of each
          Participant a Matching Contribution to be determined each year by the
          Employer. Matching Contributions made for each Plan Year must satisfy
          the ACP Test. Matching Contributions which do not satisfy the ACP Test
          will be deemed Excess Aggregate

                                                                            -18-

<PAGE>

          Contributions and will be returned in accordance with Section 5.17.
          The Employer may elect to treat all or any portion of a Matching
          Contribution as a Qualified Matching Contribution to the extent
          necessary to satisfy the ADP or ACP Test.

     (c)  Non-Elective Contributions: The Employer may make a Non-Elective
          Contribution in such amount as determined by the Employer, and the
          Employer will convey such amount to the Trustee in writing. However,
          no Non-Elective Contribution may exceed the maximum amount deductible
          under Code (S)404; Non-Elective Contributions will be limited as
          required by Code (S)415; and no Non-Elective Contribution will be made
          for any Participant who is not an Eligible Participant unless required
          by Section 3.5.

     (d)  Qualified Non-Elective Contributions: Subject to the provisions of
          Notice 98-1, the Employer may, in lieu of distributing Excess
          Contributions under Section 5.16 or distributing Excess Aggregate
          Contributions under Section 5.17, elect to treat all of any portion of
          a Non-Elective Contribution as a QNEC sufficient to satisfy the ADP
          Test and/or the ACP Test; or the Employer elect to make a QNEC in an
          amount sufficient to satisfy the ADP Test and/or the ACP Test.

     (e)  Contribution For Mistakenly Excluded Employees: Notwithstanding
          paragraph (c), if an Employee should have been included as a
          Participant but is mistakenly excluded for any reason, the Employer
          will make a Non-Elective Contribution equal to the sum of (1) the
          amount which would have been contributed for such Employee, and (2)
          the amount of earnings that would have been credited to the excluded
          Employee's Participant's Account but for the fact that the Employee
          was mistakenly excluded. Such contributions will be made regardless of
          whether such amounts are ever deductible by the Employer.

     (f)  Refund Of Contributions: If the Plan fails to initially satisfy the
          requirements of Code (S)401(a) and the Employer declines to amend the
          Plan to satisfy such requirements, contributions made prior to the
          date qualification is denied must be returned to the Employer within 1
          year of the date of denial, but only if the application for
          qualification is made by the time prescribed by law for filing the
          Employer's tax return for the taxable year in which the Plan is
          adopted, or by such later date as the Secretary of the Treasury may
          prescribe. If a contribution is attributable in whole or in part to a
          good faith mistake of fact, including a good faith mistake in
          determining deductibility under Code (S)404, an amount may be returned
          to the Employer equal to the excess of the amount contributed over the
          amount which would have been contributed had the mistake not occurred.
          Earnings attributable to an excess contribution will not be returned,
          but losses attributable thereto will reduce the amount returned. Such
          amount will be returned within 1 year of the date the contribution was
          made or the deduction disallowed, as the case may be.

3.2  ALLOCATION OF EMPLOYER CONTRIBUTIONS: As of each Valuation Date, each
     Eligible Participant's share of the various types of Employer contributions
     made to the Plan will be allocated to his or her Participant's Account as
     follows:

     (a)  Elective Deferrals: Each Participant's Elective Deferrals contributed
          to the Plan by the Employer will be allocated to the Participant's
          Elective Deferral Account.

     (b)  Matching And Qualified Matching Contributions: Matching Contributions
          will be allocated to an Eligible Participant's Matching Contribution
          Account; and any Matching Contributions that are treated as Qualified
          Matching Contributions will be allocated to an Eligible Participant's
          Qualified Matching Contribution Account. Matching Contributions will
          only be allocated to Participants who are Eligible Participants for
          the Plan Year.

                                                                            -19-

<PAGE>

     (c)  Non-Elective Contributions: Non-Elective Contributions will be
          allocated on the annual Valuation Date to each Eligible Participant's
          Non-Elective Contribution Account in the ratio that the Compensation
          of each Eligible Participant bears to the total Compensation of all
          Eligible Participants.

     (d)  Qualified Non-Elective Contributions: QNECs, and Non-Elective
          Contributions that are treated as QNECs, will be allocated to the QNEC
          Account of each Eligible Participant who is a NHCE for the Plan Year
          beginning with the one who has the lowest Compensation, and only to
          the extent necessary to satisfy the ADP Test. The amount so allocated
          for any such Participant will be the lesser of the amount sufficient
          to satisfy the ADP Test or the Participant's maximum Annual Addition
          for the Plan Year as set forth in Section 6.1.

3.3  ALLOCATION OF EARNINGS AND LOSSES: As of each Valuation Date, accounts
     which have not been distributed since the prior Valuation Date will have
     the net income of the Trust Fund earned since the prior Valuation Date
     allocated thereto as set forth herein. Net income is the net of any
     interest, dividends, unrealized appreciation and depreciation, capital
     gains and losses, and investment expenses of the Trust.

     (a)  Non-Segregated Accounts: Accounts which have not been segregated from
          the general Trust Fund for investment will have net income allocated
          thereto in the ratio that the value of each non-segregated account as
          of the preceding Valuation Date bears to the total value of all
          non-segregated accounts as of the preceding Valuation Date. The
          Forfeiture Account will share in the allocation made under this
          paragraph.

     (b)  Segregated Accounts And Policy Dividends: Accounts which have been
          segregated from the general Trust Fund for investment, including
          Directed Investment Accounts established under Section 7.15 of the
          Plan, will only have the net income earned thereon allocated thereto.
          Policy dividends or credits will be allocated to the Participant's
          Account for whose benefit the Policy is held.

3.4  ALLOCATION OF FORFEITURES: On each annual Valuation Date, any portion of
     the Forfeiture Account which has not been used to pay administrative
     expenses of the Plan will be allocated to each Eligible Participant's
     Account in the ratio that each Eligible Participant's Compensation bears to
     the total Compensation of all Eligible Participants.

3.5  TOP HEAVY MINIMUM ALLOCATION: In any Top Heavy Plan Year in which the
     Employer makes a contribution to the Plan, each eligible Non-Key Employee
     will receive the Top Heavy Minimum Allocation as follows:

     (a)  Who Must Receive The Allocation: Except as otherwise provided in
          paragraph (b), the Top Heavy Minimum Allocation will be made for each
          eligible Non-Key Employee who is employed by the Employer on the last
          day of the Plan Year, including those Non-Key Employees who have
          failed to complete a Year of Service and who have been excluded from
          becoming Participants because (1) their Compensation is less than a
          stated amount; (2) they declined to make mandatory contributions (if
          required) to the Plan during the time they were considered to be
          Participants; or (3) they failed to make an elective contribution to a
          Code (S)401(k) plan maintained by the Employer. However, the Top Heavy
          Minimum Allocation will not be required for any Non-Key Employee who
          also participates in an Employer sponsored money purchase pension plan
          or target benefit pension plan which provides a Top Heavy Minimum
          Allocation to such Non-Key Employee and which is included with this
          Plan in a Required Aggregation Group.

                                                                            -20-

<PAGE>

     (b)  Lesser Allocation Allowed: If the allocation made to the Participant's
          Account of each Key Employee under Sections 3.2 and 3.4, including
          Elective Deferrals allocated under Section 3.2(a), is less than 3% of
          his or her Section 415 Compensation, and if this Plan is not required
          to be included in an Aggregation Group to enable a defined benefit
          plan to satisfy Code (S)401(a)(4) or (S)410, the Employer's
          contribution will be reallocated so the Top Heavy Minimum Allocation
          made to the Participant's Account of each eligible Non-Key Employee is
          equal to the largest percentage allocated to the Participant's Account
          of each Key Employee. Such percentage will be equal to the ratio of
          the sum of the Employer's contribution and Forfeitures allocated on
          such Key Employee's behalf divided by his or her Section 415
          Compensation.

3.6  FAILSAFE ALLOCATION: For any Plan Year in which the Plan fails to benefit
     at least 70% of Non-Highly Compensated Employees who are eligible to
     participate in the Plan, or in which the Plan fails to benefit a percentage
     of Non-Highly Compensated Employees who are eligible to participate in the
     Plan that is at least 70% of the percentage of Highly Compensated Employees
     who benefit under the Plan, an additional Employer contribution may be made
     and allocated first to that group of Employees who were Participants but
     not Eligible Participants for the Plan Year; next to that group of
     Employees who have not satisfied the eligibility requirements of Section
     2.1 (a) and are not members of an ineligible class of Employees as set
     forth in Section 2.1(b); and then to that group of Employees who have not
     satisfied the eligibility requirements of Section 2.1 (a) and are members
     of a non-statutory ineligible class of Employees as set forth in Section
     2.1(b). Within each group, individuals will be ranked by service, and the
     individuals receiving an allocation will be those with the highest number
     of Hours of Service during the Plan Year beginning first by including only
     those who were Employees on the last day of the Plan Year. Allocations will
     be made under this Section only to the extent necessary to insure that the
     Plan satisfies one of the ratio percentage tests set forth in Code
     (S)(S)410(b)(1)(A) or (B) as described above.

3.7  ROLLOVERS: With the consent of the Administrator, any Employee, regardless
     of whether such Employee has become a Participant, may transfer amounts to
     this Plan from another qualified plan. Such transferred amounts are
     hereafter called Rollovers. Rollovers will be allocated to a Rollover
     Account in which the Employee will have a 100% Vested Interest. The
     Administrator may either segregate Rollover Accounts into separate interest
     bearing accounts (except for such portion as a Participant may choose to
     self-direct under Section 7.15) or invest them as part of the general Trust
     Fund, in which case such accounts will share in the allocation of earnings
     and losses under Section 3.3(a). Rollover Accounts will be administered as
     follows:

     (a)  Definition Of Rollover: The term Rollover means amounts transferred to
          this Plan (1) in a trustee to trustee transfer from another qualified
          plan; (2) from another qualified plan as a lump sum distribution
          eligible for tax free rollover treatment which is transferred by the
          Participant to this Plan within 60 days following receipt thereof, (3)
          from a conduit individual retirement account if the only assets
          therein were previously distributed to the Participant by another
          qualified plan as a lump sum distribution eligible for a tax free
          rollover within 60 days of receipt thereof and earnings on said
          assets; or (4) from a conduit individual retirement account meeting
          the requirements of subparagraph (3) and transferred to this Plan
          within 60 days of receipt thereof.

     (b)  Withdrawal Of Rollovers: An Employee may withdraw all or any portion
          of his or her Rollover Account at any time prior to becoming a
          Participant in the Plan, but once an Employee has become a
          Participant, withdrawal can only be made at such time as the Employee
          is entitled to a distribution of his or her Participant's Account
          under the provisions of Article 4. Any amount withdrawn cannot be
          redeposited to the Rollover Account. However, amounts which constitute
          or are treated as constituting elective

                                                                            -21-

<PAGE>

          contributions as defined in regulation (S)1.401(k)-1(g)(3) and which
          were transferred to this Plan in a trustee to trustee transfer from
          another qualified plan may only be withdrawn in accordance with the
          limitations set forth in regulation (S)1.401(k)-1(d). All withdrawal
          requests must contain the Employee's address, social security number,
          birth date, and the amount of the withdrawal. A Rollover withdrawal
          will not prevent an Employee from accruing any future benefit
          attributable to Employer contributions. An Employee's request to make
          a Rollover withdrawal must satisfy the applicable spousal consent
          requirements set forth in Section 5.8 of the Plan.

                                                                            -22-

<PAGE>

                                    ARTICLE 4
                                  PLAN BENEFITS

4.1  BENEFIT UPON NORMAL RETIREMENT: Every Participant who has reached Normal or
     Early Retirement Age will be entitled to his or her Vested Aggregate
     Account determined as of the most recent Valuation Date coinciding with or
     immediately preceding the date of distribution. Distribution will be made
     under Section 5.1.

4.2  BENEFIT UPON LATE RETIREMENT: A Participant who has reached Normal or Early
     Retirement Age may elect to remain employed and retire at a later date.
     Such Participant will continue to participate in the Plan and his or her
     Participant's Account will continue to receive allocations under Article 3
     until the Participant actually retires. A Participant who elects late
     retirement may at any time (1) choose to have distributed prior to actual
     retirement all or part of his or her Vested Aggregate Account balance
     determined as of the most recent Valuation Date coinciding with or
     immediately preceding the date of distribution; or (2) choose to have such
     Vested Aggregate Account balance transferred to another qualified
     retirement plan maintained by the Employer. Upon actual retirement, the
     Participant will be entitled to his or her undistributed Vested Aggregate
     Account balance determined as of the most recent Valuation Date coinciding
     with or immediately preceding the date of distribution. Distribution will
     be made under Section 5.1.

4.3  BENEFIT UPON DEATH: Upon the death of a Participant prior to Termination of
     Employment, or upon the death of a Terminated Participant prior to
     distribution of his or her Vested Aggregate Account, his or her Beneficiary
     will be entitled to the Participant's Vested Aggregate Account balance
     determined as of the most recent Valuation Date coinciding with or
     immediately preceding the date of distribution. If any Beneficiary who is
     living on the date of the Participant's death dies prior to receiving the
     death benefit, the remaining portion of such death benefit will be paid in
     a lump sum to the estate of such deceased Beneficiary. The Administrator's
     determination that a Participant has died and that a particular person has
     a right to receive the deceased Participant's death benefit will be final.
     Distribution will be made under Section 5.2.

4.4  BENEFIT UPON DISABILITY: If a Participant suffers a Disability prior to
     Termination of Employment and thereafter retires, or if a Terminated
     Participant suffers a Disability prior to distribution of his or her Vested
     Aggregate Account, the Participant will be entitled to his or her Vested
     Aggregate Account determined as of the most recent Valuation Date
     coinciding with or immediately preceding the date of distribution.
     Distribution will be made under Section 5.3.

4.5  BENEFIT UPON TERMINATION: A Participant who incurs a Termination of
     Employment will be entitled to his or her Vested Aggregate Account balance
     determined as of the most recent Valuation Date coinciding with or
     immediately preceding the date of distribution. Distribution will be made
     under Section 5.4.

4.6  DETERMINATION OF VESTED INTEREST: A Participant's Vested Interest in his or
     her Participant's Account will be determined in accordance with the
     following provisions:

     (a)  100% Vesting Upon Retirement, Death Or Disability: A Participant will
          have a 100% Vested Interest in his or her Participant's Account upon
          reaching Normal or Early Retirement Age prior to Termination of
          Employment, or upon death or Disability prior to that date.

     (b)  Vesting Prior To Retirement, Death Or Disability: Except as otherwise
          provided in paragraph (a) above, a Participant's Vested Interest in
          his or her Participant's Account at

                                                                            -23-

<PAGE>

          any given time, including Termination of Employment prior to Normal or
          Early Retirement Age, death or Disability, will be determined in
          accordance with the following: (1) a Participant's Vested Interest in
          all Elective Deferrals, Qualified Matching Contributions and Qualified
          Non-Elective Contributions that are allocated to his or her
          Participant's Account will be 100% upon entry into the Plan and at all
          times thereafter; and (2) a Participant's Vested Interest in all
          Matching Contributions and Non-Elective Contributions that are
          allocated to his or her Participant's Account will be determined by
          the vesting schedule which immediately follows this paragraph based on
          the number of Years of Service the Participant has completed.

          Years Of Service           Vested Interest
          ----------------           ---------------
                1.................          0%
                2.................         33%
                3.................         67%
                4.................        100%

     (c)  Amendments To Vesting Schedule: No amendment may directly or
          indirectly reduce a Participant's Vested Interest. If the vesting
          schedule is amended, a Participant with at least three Years of
          Service may, by filing a written request with the Administrator 60
          days after the latest of (1) the amendment's adoption date, (2) the
          amendment's effective date, or (3) the date the Participant receives
          written notice of the amendment, may elect to have the Vested Interest
          in his or her Participant's Account computed by the vesting schedule
          in effect prior to the amendment. A Participant who fails to make an
          election will have his or her Vested Interest computed under the new
          schedule. However, notwithstanding the foregoing, a Participant's
          Vested Interest in his or her Participant's Account will not be less
          than it was as of the later of January 1, 2002 or the date this
          amended Plan is actually adopted by the Employer.

                                                                            -24-

<PAGE>

                                    ARTICLE 5
                            DISTRIBUTION OF BENEFITS

5.1  BENEFIT UPON RETIREMENT: Unless a cash-out occurs under Section 5.5, the
     retirement benefit a Participant is entitled to receive under Section 4.1
     or 4.2 will be distributed as follows:

     (a)  Form Of Distribution: Unless otherwise elected under Section 5.8, a
          Participant's retirement benefit will be distributed as a Qualified
          Joint and Survivor Annuity if the Participant is married on the
          Annuity Starting Date and has not died before such date. If the
          Participant is unmarried on the Annuity Starting Date and has not died
          before such date, the Participant's retirement benefit will be
          distributed as a life annuity.

     (b)  Optional Forms Of Distribution: If a Participant elects not to receive
          the benefit in paragraph (a), the Participant may elect to have his or
          her retirement benefit distributed (1) in one lump-sum in cash or
          property; or (2) in monthly, quarterly, semi-annual or annual cash
          installments over a period certain that does not extend beyond the
          Participant's life, or beyond the lives of the Participant and a
          designated Beneficiary (or beyond the life expectancy of the
          Participant or the joint and last survivor expectancy of the
          Participant and a designated Beneficiary), in which event the lump sum
          value of the benefit will either be segregated and separately invested
          by the Trustee, or it will be invested in a nontransferable annuity
          providing for installment payments.

     (c)  Time Of Distribution: Distribution under this Section will begin
          within a reasonable time after the Participant's actual retirement
          date, or within a reasonable time after the date a Participant who
          elects late retirement under Section 4.2 requests payment, but must
          begin no later than the Required Beginning Date.

5.2  BENEFIT UPON DEATH: Unless a cash-out occurs under Section 5.5, the death
     benefit a Participant's Beneficiary is entitled to receive under Section
     4.3 will be distributed as follows:

     (a)  Non-Spouse Beneficiary: A non-spouse Beneficiary may elect to have any
          death benefit such Beneficiary is entitled to receive distributed by
          one of the following methods unless a different method has been chosen
          by the Participant: (1) in one lump-sum in cash or property; or (2) in
          monthly, quarterly, semi-annual or annual cash installments over a
          period certain that does not extend beyond the life of the Beneficiary
          (or beyond the life expectancy of the Beneficiary), in which event the
          lump sum value of the benefit will either be segregated and separately
          invested by the Trustee, or it will be invested in a nontransferable
          annuity providing for installments. Distribution will be made within a
          reasonable time after the death of the Participant; but distribution
          of a lump sum must be made by December 31st of the calendar year which
          contains the 5th anniversary of the date of the Participant's death,
          or installments must begin no later than December 31st of the calendar
          year immediately following the calendar year in which the Participant
          died.

     (b)  Surviving Spouse: Notwithstanding any other Beneficiary designation
          made by a Participant, if a Participant is married on the date of his
          or her death and dies before the Annuity Starting Date, the
          Participant's surviving spouse will receive a minimum death benefit in
          the form of a Qualified Preretirement Survivor Annuity unless the
          annuity has been waived in accordance with Section 5.8. The surviving
          spouse may elect to have any death benefit to which he or she is
          entitled distributed by one of the following methods unless a
          different method has been chosen by the Participant: (1) in one
          lump-sum in cash or property; or (2) in monthly, quarterly,
          semi-annual or annual cash installments over a period certain that
          does not extend beyond the life of the surviving spouse or beyond the

                                                                            -25-

<PAGE>

          life expectancy of the surviving spouse, in which event the lump sum
          value of the benefit will either be segregated and separately invested
          by the Trustee, or it will be invested in a nontransferable annuity
          providing for installments.

     (c)  Time Of Distribution To A Surviving Spouse: The surviving spouse may
          (1) elect to have any death benefit to which he or she is entitled
          distributed within a reasonable time after the death of the
          Participant; or (2) elect to defer distribution of the death benefit,
          but distribution may not be deferred beyond December 31st of the
          calendar year in which the deceased Participant would have attained
          Age 70 1/2.

     (d)  Death Of Surviving Spouse Before Distribution Begins: If the surviving
          spouse dies before distribution begins, distribution will be made as
          if the surviving spouse were the Participant. Distribution will be
          considered as having commenced when the deceased Participant would
          have reached Age 70 1/2 even if payments have been made to the
          surviving spouse before that date. If distribution to the surviving
          spouse commences in the form of an irrevocable annuity over a period
          permitted under paragraph (b) above before the deceased Participant
          would have reached Age 70 1/2, distribution will be considered as
          having begun on the actual commencement date of the annuity.

     (e)  Participants In Pay Status: If a Participant who has started receiving
          distribution of his or her retirement benefit dies before the entire
          benefit has been distributed, the balance of the benefit will be
          distributed to the Participant's Beneficiary at least as rapidly as
          under the method of distribution being used on the date of the
          Participant's death.

5.3  DISABILITY BENEFITS: Unless a cash-out occurs under Section 5.5, the
     Disability benefit a Participant is entitled to receive under Section 4.4
     will be distributed as follows:

     (a)  Form Of Distribution: Unless otherwise elected under Section 5.8, a
          Participant's Disability benefit will be distributed as a Qualified
          Joint and Survivor Annuity if the Participant is married on the
          Annuity Starting Date and has not died before such date. If the
          Participant is unmarried on the Annuity Starting Date and has not died
          before such date, the Participant's benefit will be distributed as a
          life annuity.

     (b)  Optional Forms Of Distribution: If a Participant elects not to receive
          the benefit in paragraph (a), the Participant may elect to have his or
          her Disability benefit distributed (1) in one lump-sum in cash or
          property; or (2) in monthly, quarterly, semi-annual or annual cash
          installments over a period certain that does not extend beyond the
          Participant's life, or beyond the lives of the Participant and a
          designated Beneficiary (or beyond the life expectancy of the
          Participant or the joint and last survivor expectancy of the
          Participant and a designated Beneficiary), in which event the lump sum
          value of the benefit will either be segregated and separately invested
          by the Trustee, or it will be invested in a nontransferable annuity
          providing for installment payments.

     (c)  Time Of Distribution: Distribution under this Section will begin
          within a reasonable time after the date on which the Participant
          suffers the Disability, but distribution must begin no later than the
          Required Beginning Date.

5.4  BENEFIT UPON TERMINATION: Unless a cash-out occurs under Section 5.5 or a
     prior distribution has been made under Section 5.2 or Section 5.3, the
     benefit a Terminated Participant is entitled to receive under Section 4.5
     will be distributed as follows:

     (a)  Form Of Distribution: Unless otherwise elected under Section 5.8, a
          Terminated Participant's benefit will be distributed as a Qualified
          Joint and Survivor Annuity if the

                                                                            -26-

<PAGE>

          Terminated Participant is married on the Annuity Starting Date and has
          not died before such date. If a Terminated Participant is unmarried on
          the Annuity Starting Date and has not died before such date, his or
          her benefit will be distributed as a life annuity.

     (b)  Optional Forms Of Distribution: If a Terminated Participant elects not
          to receive the benefit in paragraph (a), the Terminated Participant
          may elect to have his or her benefit distributed (1) in one lump-sum
          in cash or property; or (2) in monthly, quarterly, semiannual or
          annual cash installments over a period certain that does not extend
          beyond the Participant's life, or beyond the lives of the Participant
          and a designated Beneficiary (or beyond the life expectancy of the
          Participant or the joint and last survivor expectancy of the
          Participant and a designated Beneficiary), in which event the lump sum
          value of the benefit will either be segregated and separately invested
          by the Trustee, or it will be invested in a nontransferable annuity
          providing for installment payments.

     (c)  Time Of Distribution: Distribution will be made under this Section
          within a reasonable time after Termination of Employment occurs, but
          must begin no later than the Required Beginning Date.

5.5  CASH-OUT OF BENEFITS: If the lump sum value of a Participant's benefit does
     not exceed $5,000, the Administrator may distribute the benefit in a lump
     sum without the Participant's consent as soon as practicable after the date
     the Participant becomes eligible for a distribution of such benefit, but
     distribution must occur no later than the date the benefit would otherwise
     be distributable under the terms of the Plan. That portion of the
     Participant's Account which is not a Vested Interest will be treated as a
     Forfeiture. If a Participant's Vested Interest in his Participant's Account
     is zero on the date of distribution, the Participant will be deemed to have
     received a distribution of such balance.

5.6  RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS: If the lump sum value of a
     Participant's benefit exceeds (or at the time of any prior distribution
     exceeded) $5,000, and the benefit is immediately distributable, the benefit
     may only be distributed with the consent of the Participant and the
     Participant's spouse in accordance with this Section. That portion of the
     Participant's Account which is not a Vested Interest will be treated as a
     Forfeiture.

     (a)  Definition Of Immediately Distributable: A Participant's benefit is
          immediately distributable if any part of the benefit could be
          distributed to the Participant (or the Participant's surviving spouse)
          before the Participant reaches (or would have reached if not deceased)
          the later of his or her Normal Retirement Age or Age 62.

     (b)  Consent Requirements: The consent of the Participant and the
          Participant's spouse (or where either the Participant or the
          Participant's spouse has died, the survivor) to any benefit that is
          immediately distributable must be obtained in writing within the
          90-day period ending on the Annuity Starting Date. However, (1) only
          the Participant need consent to the distribution of a Qualified Joint
          and Survivor Annuity while the benefit is immediately distributable;
          and (2) neither the Participant nor the Participant's spouse will be
          required to consent to a distribution required by Code (S)401(a)(9) or
          (S)415. If this Plan upon termination does not offer an annuity option
          purchased from a commercial provider and if neither the Employer nor
          an Affiliated Employer maintains another defined contribution plan
          other than an employee stock ownership plan (ESOP) as defined in Code
          (S)4975(e)(7), the Participant's benefit will, without the
          Participant's consent, be distributed to the Participant. If the
          Employer or an Affiliated Employer does maintain another defined
          contribution plan other than an ESOP, the Participant's benefit will,
          without the Participant's consent, be transferred to the other plan if
          the Participant does not consent to an immediate distribution under
          this Section.

                                                                            -27-

<PAGE>

     (c)  Notification Requirements: The Administrator must notify the
          Participant and the Participant's spouse of the right to defer any
          distribution until the benefit is no longer immediately distributable.
          Notification will include a general explanation of the material
          features and relative values of the optional forms of benefit
          available in a manner that would satisfy the notice requirements of
          Code (S)417(a)(3); and will be provided no less than 30 days or more
          than 90 days before the Annuity Starting Date. Distribution may begin
          less than 30 days before the Annuity Starting Date if (1) the
          Administrator clearly informs the Participant that the Participant has
          a right to a period of at least 30 days after receiving the required
          notification to consider the decision of whether to waive the
          Qualified Joint and Survivor Annuity and to consent to another form of
          distribution; (2) the Participant is permitted to revoke an
          affirmative distribution election at least until the Annuity Starting
          Date, or, if later, at any time prior to the expiration of the 7 day
          period that begins the day after the explanation of the Qualified
          Joint and Survivor Annuity is provided to the Participant; (3) the
          Annuity Starting Date is after the date that the explanation of the
          Qualified Joint and Survivor Annuity is provided to the Participant
          (but the Annuity Starting Date may be before the date that any
          affirmative distribution elections are made by the Participant and
          before the date).

5.7  RESTORATION OF FORFEITED ACCOUNT BALANCE: If a Participant with a partially
     Vested Interest in his or her Participant's Account terminates employment
     with the Employer and receives (or is deemed to have received) a
     distribution of such Vested Interest, and such Participant is subsequently
     reemployed by the Employer, then such Participant's Account balance will be
     restored to the amount on the date of distribution if the Employee repays
     to the Plan the full amount of the distribution which was attributable to
     Employer contributions before the earlier of 5 years after the first date
     on which the Participant is subsequently reemployed by the Employer or the
     date on which the Participant incurs 5 consecutive Breaks in Service
     following the date of distribution. If a Participant whose Vested Interest
     in his or her Participant's Account is zero is deemed to receive a
     distribution of such Vested Interest before the date he or she incurs 5
     consecutive Breaks in Service, upon reemployment with the Employer, such
     Participant's Account balance which is attributable to Employer
     contributions will be restored to the amount on the date of the deemed
     distribution.

5.8  SPOUSAL CONSENT REQUIREMENTS: A married Participant's election not to
     receive a Qualified Joint and Survivor Annuity (QJSA) under Section 5.1 or
     to receive a Qualified Preretirement Survivor Annuity (QPSA) under Section
     5.2, or an unmarried Participant's election not to receive a life annuity
     under Section 5.1, must be made in accordance with the following
     provisions:

     (a)  Election Not To Receive A QJSA: A married Participant's election not
          to receive a Qualified Joint and Survivor Annuity, or an unmarried
          Participant's election not to receive a life annuity, must be in
          writing and must be made during the 90-day period ending on the
          Annuity Starting Date. Such election may be revoked in writing and a
          new election made at any time and any number of times during the
          election period.

     (b)  Election Not To Receive A QPSA: A married Participant's election not
          to receive a Qualified Preretirement Survivor Annuity must be in
          writing and must be made during an election period beginning on the
          first day of the Plan Year in which the Participant reaches Age 35 and
          ending on the date of his or her death. The election may be revoked in
          writing and a new election made at any time and any number of times
          during the election period. A Terminated Participant's election period
          concerning his or her Vested Aggregate Account before his termination
          will not begin later than such date.

                                                                            -28-

<PAGE>

     (c)  Pre-Age 35 QPSA Election: A Participant who has not reached Age 35 as
          of the end of any current Plan Year may make a special election not to
          receive a Qualified Preretirement Survivor Annuity for the period
          beginning on the date of such election and ending on the first day of
          the Plan Year in which the Participant reaches Age 35. This election
          will not be valid unless the Participant receives the same written
          explanation of the Qualified Preretirement Survivor Annuity as
          described in paragraph (d). Qualified Preretirement Survivor Annuity
          coverage will be automatically reinstated as of the first day of the
          Plan Year in which the Participant reaches Age 35. Any new election on
          or after such date will be subject to the full requirements of this
          Section 5.8.

     (d)  Required Written Explanation Of QJSA Or QPSA: In connection with an
          election not to receive a Qualified Joint and Survivor Annuity, the
          Administrator will, no less than 30 days and no more than 90 days
          prior to the Annuity Starting Date, provide the Participant with a
          written explanation of the terms and conditions of the Qualified Joint
          and Survivor Annuity; the Participant's right to make (and the effect
          of) an election to waive the Qualified Joint and Survivor Annuity; the
          rights of the Participant's spouse; and the right of the Participant
          to revoke such election (and the effect thereof). In connection with
          an election not to receive a QPSA, the Administrator will provide each
          Participant within the Applicable Period with a written explanation of
          the Qualified Preretirement Survivor Annuity in such terms and in such
          manner as would be comparable to the written explanation applicable to
          a Qualified Joint and Survivor Annuity.

     (e)  Applicable Period: The Applicable Period for a Participant is
          whichever of the following periods ends last: (1) 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; (2) a reasonable period
          after the individual becomes a Participant; (3) a reasonable period
          ending after Code (S)401(a)(11) ceases to apply to the Participant; or
          (4) a reasonable period ending after Code (S)417(a)(5) ceases to apply
          with respect to the Participant. For purposes of this paragraph, a
          reasonable period means the end of the two year period beginning one
          year prior to the date the applicable event occurs, and ending one
          year after that date.

     (f)  Participants Who Terminate Before Age 35: If a Participant terminates
          before the Plan Year in which the Participant reaches Age 35, the
          notice required under paragraph (d) will be provided within the two
          year period beginning one year prior to separation from service and
          ending one year after separation from service. If the Participant
          returns to employment with the Employer, the Applicable Period will be
          redetermined.

     (g)  Elections Must Have Spousal Consent: A Participant's election not to
          receive a Qualified Joint and Survivor Annuity or a Qualified
          Preretirement Survivor Annuity will not be effective (1) unless the
          Participant's spouse consents in writing to the election; (2) unless
          the election designates a specific Beneficiary (or form of benefit)
          which may not be changed without spousal consent (or the consent of
          the spouse expressly permits designations by the Participant without
          any requirement of further spousal consent); and (3) unless the
          spouse's consent acknowledges the effect of the election and is
          witnessed by the Administrator or a notary public.

     (h)  Additional Requirements For Spousal Consent: Notwithstanding paragraph
          (g), a spouse's consent will not be required if there is no spouse or
          if the spouse cannot be located, or if there are other circumstances
          (as set forth in the Code) which preclude the necessity of such
          spouse's consent. Consent by a Participant's spouse (or establishment
          that consent cannot be obtained) will be effective only with respect
          to such spouse. A consent that permits designations by the Participant
          without any requirement of further

                                                                            -29-

<PAGE>

          consent by the spouse must acknowledge that the spouse has the right
          to limit consent to a specific Beneficiary, and a specific form of
          benefit where applicable, and that the spouse voluntarily elects to
          relinquish either or both of such rights. A revocation of a prior
          election may be made by a Participant without the spouse's consent at
          any time before the commencement of benefits. No consent obtained
          under paragraph (g) will be valid unless the Participant has received
          notice as provided in paragraph (d).

5.9  APPLICATION OF CODE SECTION 401(a)(9): All Plan distributions will be
     determined and made in accordance with the regulations issued under Code
     (S)401(a)(9), including the minimum distribution incidental benefit
     requirement of regulation (S)1.401(a)(9)-2, and any provisions in this Plan
     which reflect Code (S)401(a)(9) will override any distribution options
     which are inconsistent with such Code section and regulations.

5.10 STATUTORY COMMENCEMENT OF BENEFITS: Unless the Participant otherwise
     elects, distribution of a Participant's benefit must begin no later than
     the 60th day after the latest of the close of the Plan Year in which the
     Participant (1) reaches the earlier of Age 65 or Normal Retirement Age; (2)
     reaches the 10th anniversary of the year the Participant commenced Plan
     participation; or (3) terminates service with the Employer. The failure of
     a Participant and the Participant's spouse to consent to a distribution
     while a benefit is immediately distributable within the meaning of Section
     5.6 will be deemed to be an election to defer payment of any benefit
     sufficient to satisfy this Section. If this Plan provides for early
     retirement, a Participant who satisfied the service requirement for early
     retirement prior to Termination of Employment will be entitled to receive
     his or her Vested Aggregate Account, if any, upon satisfaction of the age
     requirement for early retirement.

5.11 DETERMINATION OF LIFE EXPECTANCIES: If a Participant's Vested Aggregate
     Account is distributed through other than the purchase of an immediate
     annuity, the applicable calendar year will be the First Distribution
     Calendar Year and, if life expectancy is being recalculated, each
     succeeding calendar year. If annuity payments begin before the Required
     Beginning Date, the applicable calendar year is the year such payments
     begin. If distribution is in the form of an immediate annuity purchased
     after the Participant's death with the Participant's remaining interest,
     the applicable calendar year is the year of purchase. For purposes of
     Section 5.2, payments will be calculated using the return multiples
     specified in regulation (S)1.72-9. Life expectancy of a surviving spouse
     may be recalculated annually, but in the case of any other Beneficiary it
     will be calculated at the time payment first commences and payments for any
     12-consecutive month period will be based on such life expectancy minus the
     number of whole years passed since distribution first commenced. The First
     Distribution Calendar Year is, for distributions beginning before the
     Participant's death, the calendar year immediately preceding the calendar
     year containing the Participant's Required Beginning Date. For
     distributions beginning after the death of a Participant, the First
     Distribution Calendar Year is the calendar year in which distributions are
     required to begin under Section 5.2.

5.12 SEGREGATION OF BENEFIT BEFORE DISTRIBUTION: As of the Valuation Date
     coinciding with or next following the date a Participant terminates
     employment for any reason, the Administrator will, until a distribution is
     made to the Participant or the Participant's Beneficiary in accordance with
     Sections 5.1, 5.2, 5.3, 5.4 or 5.5, direct the Trustee to either (1) invest
     the Participant's Vested Aggregate Account balance determined as of such
     Valuation Date in a separate account in such investments as the Trustee
     deems acceptable; or (2) leave the Vested Aggregate Account balance as part
     of the general Trust Fund, in which case such account will share in the
     allocation of earnings and losses under Section 3.3(a).

5.13 DISTRIBUTION IN EVENT OF INCAPACITY: If any person entitled to benefits
     (the "Payee") suffers from a Disability or is under a legal incapacity,
     payments may be made in one or more of

                                                                            -30-

<PAGE>

     the following ways as directed by the Administrator: (a) to the Payee
     directly; (b) to the guardian or legal representative of the Payee's person
     or estate; (c) to a relative of the Payee, to be expended for the Payee's
     benefit; or (d) to the custodian of the Payee under any Uniform Gifts to
     Minors Act. The Administrator's determination of minority or incapacity
     will be final.

5.14 DIRECT ROLLOVERS: A distributee may elect to have any portion of an
     eligible rollover distribution paid to an eligible retirement plan
     specified by the distributee in a direct rollover, which is a payment by
     the Plan to the eligible retirement plan specified by the distributee.

     (a)  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 (1) 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
          for 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; (2) any distribution to the extent such
          distribution is required under Code (S)401(a)(9); (3) the portion of
          any distribution that is not includible in gross income (determined
          without regard to the exclusion for net unrealized appreciation one
          Employer securities); and (4) the portion of any distribution made on
          or after January 1, 2000 which is attributable to a hardship
          distribution described in Code (S)401(k)(2)(B)(i)(IV).

     (b)  Eligible Retirement Plan: An eligible retirement plan is an individual
          retirement account described in Code (S)408(a), an individual
          retirement annuity described in Code (S)408(b), an annuity plan
          described in Code (S)403(a), or a qualified trust described in Code
          (S)401(a), that accepts the distributee's eligible rollover
          distribution. However, in the case of an eligible rollover
          distribution to the surviving spouse, an eligible retirement plan is
          an individual retirement account or individual retirement annuity.

     (c)  Definition Of Distributee: For purposes of this Section, a distributee
          includes an Employee or former Employee. In addition, an Employee's or
          former Employee's Surviving Spouse and an Employee's or former
          Employee's spouse or former Spouse who is the alternate payee under a
          qualified domestic relations order as defined in Code (S)414(p), are
          distributees with regard to the interest of the Spouse or former
          Spouse.

5.15 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS: Excess Elective Deferrals, plus
     any income and minus any loss allocable thereto, will be distributed no
     later than April 15th to any Participant to whose account Excess Elective
     Deferrals were allocated for the preceding year and who claims Excess
     Elective Deferrals for such taxable year. Such distribution will be made in
     accordance with the following provisions:

     (a)  Assignment Of Excess Elective Deferrals: Participant may assign to
          this Plan any Excess Elective Deferrals made during a taxable year of
          the Participant by notifying the Administrator on or before April 15th
          of the amount of the Excess Elective Deferrals to be assigned to the
          Plan. A Participant will be deemed to notify the Administrator of any
          Excess Elective Deferrals that arise by taking into account only those
          Elective Deferrals made to this Plan and any other plans of the
          Employer.

     (b)  Definition Of Excess Elective Deferrals: The term Excess Elective
          Deferrals means Elective Deferrals includible in a Participant's gross
          income under Code (S)402(g) to the extent his or her Elective
          Deferrals for a taxable year exceed the dollar limitation under such
          Code Section. Excess Elective Deferrals will be treated as Annual
          Additions under Section 6.1 of the Plan, unless such amounts are
          distributed no later than the first April 15th following the close of
          the Participant's taxable year. Excess Elective Deferrals that

                                                                            -31-

<PAGE>

          are distributed after April 15th are includible in the Participant's
          gross income in the taxable year in which deferred and the taxable
          year in which distributed.

     (c)  Determination Of Income Or Loss: Excess Elective Deferrals will be
          adjusted for any income or loss up to the end of the Participant's
          taxable year and, at the discretion of the Administrator, may be
          adjusted for income or loss up to the date of distribution. The period
          between the end of the Participant's taxable year and the date of
          distribution will he referred to as the gap period, and any income
          earned during the gap period will be allocated at the discretion of
          the Administrator applied consistently to all Participants and to all
          corrective distributions for the taxable year. The income or loss
          allocable to a Participant's Excess Elective Deferrals will be the
          amount determined in subparagraph (1) or (2) plus, if applicable the
          amount determined in subparagraph (3):

          (1)  The amount determined by multiplying the income or loss allocable
               to the Participant's Elective Deferrals for the taxable year and
               the gap period by a fraction, the numerator of which is the
               Participant's Excess Elective Deferrals for the year and the
               denominator of which is (A) the Account balance attributable to
               Elective Deferrals as of the beginning of the Participant's
               taxable year plus any Elective Deferrals allocated to the
               Participant's Account during such taxable year and the gap
               period, if applicable, or (B) solely with respect to taxable
               years beginning before January 1, 1992, the Participant's Account
               balance attributable to Elective Deferrals as of the end of the
               Participant's taxable year, reduced by any gain and increased by
               any loss allocable thereto during the taxable year; or

          (2)  The amount determined by any reasonable method of allocating
               income or loss to Excess Elective Deferrals for the taxable year
               and for the gap period provided the method used is the same
               method used by this Plan for allocating income or losses to
               Participant's Accounts; and

          (3)  Ten percent (10%) of the amount determined under subparagraph (1)
               above multiplied by the number of whole months between the end of
               the Participant's taxable year and the distribution date,
               counting the month of distribution if the distribution date
               occurs after the 15th of such month.

5.16 DISTRIBUTION OF EXCESS CONTRIBUTIONS: Excess Contributions, plus any income
     and minus any loss allocable thereto, will be distributed no later than the
     last day of each Plan Year to Participants to whose accounts Excess
     Contributions were allocated for the preceding Plan Year. The amount of
     Excess Contributions to be distributed under this Section will be reduced
     by any Excess Elective Deferrals previously distributed to the Participant
     under Section 5.15 for the Participant's taxable year ending with or within
     the Plan Year. Such distribution will be made in accordance with the
     following provisions:

     (a)  Allocation To HCEs: Excess Contributions will be allocated to the HCEs
          with the largest amounts of Employer contributions taken into account
          in calculating the ADP Test for the year in which the Excess
          Contributions arose, beginning with the HCE with the largest amount of
          such Employer contributions and continuing in descending order until
          all Excess Contributions have been allocated. For purposes of the
          preceding sentence, the "largest amount" is determined after
          distribution of any Excess Contributions. If excess amounts are
          distributed more than 2 1/2 months after the last day of the Plan Year
          in which they arose, a 10% excise tax will be imposed on the Employer.
          Excess Contributions will be treated as Annual Additions pursuant to
          Section 6.1.

                                                                            -32-

<PAGE>

     (b)  Definition Of Excess Contributions: Excess Contributions, with respect
          to any Plan Year, are the excess of (a) the aggregate amount of
          Employer contributions actually taken into account in computing the
          ADP Test of Participants who are HCEs for such Plan Year, over (b) the
          maximum amount of such contributions permitted by the ADP Test
          (determined by reducing contributions made on behalf of Participants
          who are HCEs in order of their ADPs, beginning with the highest of
          such percentages).

     (c)  Determination Of Income Or Loss: Excess Contributions will be adjusted
          for any income or loss up to the end of the Plan Year and, at the
          Administrator's discretion, may be so adjusted up to the date of
          distribution. The period, if any, between the end of the Plan Year and
          the distribution date is the gap period, and any income earned therein
          will be allocated at the Administrator's discretion applied
          consistently to all Participants and to all corrective distributions
          made for the Plan Year. The income or loss allocable to a
          Participant's Excess Contributions will be the amount determined in
          subparagraph (1) or (2) plus, if applicable the amount determined in
          subparagraph (3):

          (1)  The amount determined by multiplying the income or loss allocable
               to his or her Elective Deferrals (and if applicable, QNECs and/or
               QMACs) for the Plan Year (and the gap period, if applicable) by a
               fraction, the numerator of which is the Participant's Excess
               Contributions for the year and the denominator of which is (A)
               the Participant's Account balance attributable to Elective
               Deferrals (and if applicable, QNECs and/or QMACs included in the
               ADP test) as of the beginning of the Plan Year plus any Elective
               Deferrals (and if applicable, QNECs and/or QMACs included in the
               ADP test) allocated to the Participant during such Plan Year and
               the gap period, if applicable, or (B) solely with respect to Plan
               Years beginning before January 1, 1992, the Participant's Account
               balance attributable to Elective Deferrals (and if applicable,
               QNECs and/or QMACs included in the ADP Test) as of the end of the
               Plan Year reduced by any gain and increased by any loss allocable
               thereto during the Plan Year; or

          (2)  The amount determined by any reasonable method of allocating
               income or loss to the Participant's Elective Deferrals (and if
               applicable, QNECs or QMACs, or both) for the Plan Year and for
               the gap period if such method is the same method used by this
               Plan for allocating income or losses to Participants' Accounts;
               and

          (3)  Ten percent (10%) of the amount determined under subparagraph (1)
               above multiplied by the number of whole months between the end of
               the Plan Year and the distribution date, counting the month of
               distribution if the distribution date occurs after the 15th of
               such month.

     (d)  Accounting For Excess Contributions: Excess Contributions will be
          distributed from the Participant's Elective Deferral Account and QMAC
          Account in proportion to the Participant's Elective Deferrals and
          QMACs (to the extent used in the ADP Test) for the Plan Year. Excess
          Contributions will be distributed from the Participant's QNEC Account
          only to the extent the Excess Contributions exceed the balance in the
          Participant's Elective Deferral Account and QMAC Account.

5.17 DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS: Excess Aggregate
     Contributions, plus any income and minus any loss allocable thereto, will
     be forfeited, if forfeitable, or if not forfeitable, distributed no later
     than the last day of each Plan Year to Participants to whose Accounts such
     Excess Aggregate Contributions were allocated for the preceding Plan Year.
     Such distribution will be made in accordance with the following provisions:

                                                                            -33-

<PAGE>

     (a)  Allocation To HCEs: Excess Aggregate Contributions will be allocated
          to the HCEs with the largest Contribution Percentage Amounts taken
          into account in calculating the ACP Test for the year in which the
          excess arose, beginning with the HCE with the largest amount of such
          Contribution Percentage Amounts and continuing in descending order
          until all the Excess Aggregate Contributions have been allocated. For
          purposes of the preceding sentence, the "largest amount" is determined
          after distribution of any Excess Aggregate Contributions. If Excess
          Aggregate Contributions are distributed more than 2 1/2 months after
          the last day of the Plan Year in which they arose, a 10% excise tax
          will be imposed on the Employer with respect to those amounts. Excess
          Aggregate Contributions will be treated as Annual Additions under
          Section 6.1.

     (b)  Forfeitures Of Excess Aggregate Contributions: Forfeitures of Excess
          Aggregate Contributions will be applied to reduce the Employer's
          contributions for the Plan Year in which the excess arose to the
          extent the excess exceeds Employer contributions or the Employer has
          already contributed for such Plan Year.

     (c)  Definition Of Excess Aggregate Contributions: The term Excess
          Aggregate Contribution means, with respect to any Plan Year, the
          excess of (1) the aggregate Contribution Percentage Amounts used in
          computing the numerator of the Contribution Percentage actually made
          on behalf of Participants who are HCEs for such Plan Year, over (2)
          the maximum Contribution Percentage Amounts permitted by the ACP Test
          (determined by reducing contributions made for Participants who are
          HCEs in order of their Contribution Percentage Amounts beginning with
          the highest of such percentages). Such determination will be made
          after first determining Excess Elective Deferrals and then determining
          Excess Contributions. Actual Contribution Percentage, Contribution
          Percentage and Contribution Percentage Amount are defined in Section
          1.10 of the Plan.

     (d)  Determination Of Income: Excess Aggregate Contributions will be
          adjusted for any income or loss up to the end of the Plan Year and, at
          the Administrator's discretion, may be so adjusted up to the
          distribution date. The period between the end of the Plan Year and the
          distribution date is the gap period, and income earned during the gap
          period will be allocated at the Administrator's discretion as applied
          consistently to all Participants and to all corrective distributions
          for the Plan Year. The income or loss allocable to a Participant's
          Excess Aggregate Contributions will be the amount determined in
          subparagraph (1) or (2) plus, if applicable, the amount determined in
          subparagraph (3):

          (1)  The amount determined by multiplying the income or loss allocable
               to the Participant's Voluntary Employee Contributions, Matching
               Contributions (if not used in the ADP Test), QNECs and, to the
               extent applicable, Elective Deferrals for the Plan Year and the
               gap period, if applicable, by a fraction, the numerator of which
               is such Participant's Excess Aggregate Contributions for the year
               and the denominator of which is (A) the Participant's Account
               balance attributable to Contribution Percentage Amounts as of the
               beginning of the Plan Year, plus any additional amounts
               attributable to Contribution Percentage Amounts allocated to the
               Participant during such Plan Year and the gap period, if
               applicable, or (B) solely with respect to Plan Years beginning
               before January 1, 1992, the Participant's Account balance
               attributable to Contribution Percentage Amounts as of the end of
               the Plan Year, reduced by any gain and increased by any loss
               allocable thereto during the Plan Year; or

                                                                            -34-

<PAGE>

          (2)  The amount determined by any reasonable method of allocating
               income or loss to the Participant's Voluntary Contributions,
               Matching Contributions and QNECs for the Plan Year and the gap
               period, if applicable, if the method is the same one used by this
               Plan for allocating income or losses to Participants' Accounts;
               and

          (3)  Ten percent (10%) of the amount determined under subparagraph (1)
               above multiplied by the number of whole months between the end of
               the Plan Year and the distribution date, counting the month of
               distribution if the distribution date occurs after the 15th of
               such month.

     (e)  Accounting For Excess Aggregate Contributions: Excess Aggregate
          Contributions will be forfeited if forfeitable, or will be distributed
          on a pro-rata basis from the Participant's Voluntary Employee
          Contribution Account, Matching Contribution and QMAC Accounts, and if
          applicable, from the QNEC Account, the Elective Deferral Account, or
          from both the QNEC and Elective Deferral Accounts.

                                                                            -35-

<PAGE>

                                   ARTICLE 6
                          CODE SECTION 415 LIMITATIONS

6.1  MAXIMUM ANNUAL ADDITION: The maximum Annual Addition as defined in
     paragraph (c) below made to a Participant's various accounts maintained
     under the Plan for any Limitation Year beginning after December 31, 1986
     will not exceed the lesser of the Dollar Limitation set forth in Section
     6.1(a) or the Compensation Limitation set forth in Section 6.1(b), as
     follows:

     (a)  Dollar Limitation: For Limitation Years beginning after December 31,
          1994, the Dollar Limitation is $30,000 as annually adjusted pursuant
          to Code (S)415(d).

     (b)  Compensation Limitation: The Compensation Limitation is equal to 25%
          of the Participant's Section 415 Compensation for the Limitation Year.
          This limitation will not apply to any contribution made for medical
          benefits within the meaning of Code (S)419A(f)(2) after separation
          from service which is otherwise treated as an Annual Addition or to
          any amount treated as an Annual Addition under Code (S)415(1)(1).

     (c)  Annual Additions: The term Annual Additions means the sum of the
          following amounts credited to a Participant's Account for the
          Limitation Year: (1) Employer contributions; (2) Employee
          contributions; (3) Forfeitures; (4) amounts allocated after March 31,
          1984 to an individual medical account, as defined in Code
          (S)415(1)(2), which is part of a pension or annuity plan maintained by
          the Employer; and (5) amounts derived from contributions paid or
          accrued after December 31, 1985, in taxable years ending after such
          date, attributable to post-retirement medical benefits, allocated to
          the separate account of a key employee, as defined in Code
          (S)419A(d)(3), under a welfare fund, as defined in Code (S)419(e),
          maintained by the Employer. Annual Additions do not include a
          Participant's rollovers, loan repayments, repayments of prior Plan
          distributions or prior distributions of mandatory contributions,
          direct transfers of contributions from another plan to this Plan,
          deductible contributions to a SEP, or voluntary deductible
          contributions.

6.2  ADJUSTMENTS TO MAXIMUM ANNUAL ADDITION: In applying the limitation on
     Annual Additions set forth in Section 6.1, the following adjustments must
     be made to the limitation:

     (a)  Short Limitation Year: In a Limitation Year of less than 12 months,
          the Defined Contribution Dollar Limitation in Section 6.1(a) will be
          adjusted by multiplying it by the ratio that the number of months in
          the short Limitation Year bears to 12.

     (b)  Anniversary Date Adjustments: If a Participant participates in
          multiple defined contribution plans sponsored by the Employer which
          have different Anniversary Dates, the maximum Annual Addition in this
          Plan for the Limitation Year will be reduced by the Annual Additions
          credited to the Participant's accounts in the other defined
          contribution plans for such Limitation Year. If a Participant
          participates in multiple defined contribution plans sponsored by the
          Employer which have the same Anniversary Date, (1) if only one of the
          plans is subject to Code (S)412, Annual Additions will first be
          credited to the Participant's accounts in the plan subject thereto;
          and (2) if none of the plans are subject to Code (S)412, the maximum
          Annual Addition in this Plan for a given Limitation Year will equal
          the product of the maximum Annual Addition for such Limitation Year
          minus any other Annual Additions previously credited to the
          Participant's account, multiplied by the ratio the Annual Additions
          which would be credited to a Participant's accounts hereunder without
          regard to the limitations in Section 6.1 bears to the Annual Additions
          for all plans described in this paragraph.

                                                                            -36-

<PAGE>

6.3  MULTIPLE PLANS AND MULTIPLE EMPLOYERS: All defined benefit plans (whether
     terminated or not) of the Employer will be treated as one defined benefit
     plan, and all defined contribution plans (whether terminated or not) of the
     Employer will be treated as one defined contribution plan. In addition, all
     Affiliated Employers will be considered a single employer.

6.4  MULTIPLE PLAN REDUCTION: For Limitation Years beginning before January 1,
     2000, if an Employee is, or has been, a Participant in one or more
     Employer-sponsored defined benefit plans and in one or more
     Employer-sponsored defined contribution plans, the sum of the defined
     benefit plan fraction and the defined contribution plan fraction for any
     Limitation Year may not exceed 1.0, determined in accordance with the
     following provisions:

     (a)  Defined Benefit Fraction: The defined benefit fraction has as its
          numerator the Participant's Projected Annual Benefits determined as of
          the close of the Limitation Year and has as its denominator the lesser
          of 125% of the dollar limitation for the Limitation Year determined
          under Code (S)415(b) and (S)415(d), or 140% of the amount which may be
          taken into account under Code (S)415(b)(1)(B) for such Limitation
          Year. However, with respect to anyone who was a Participant as of the
          first day of the first Limitation Year beginning after December 31,
          1987, in one or more defined benefit plans maintained by the Employer
          which were in existence on May 6, 1986, the denominator of the defined
          benefit fraction will not be less than 125% of the Current Accrued
          Benefit.

     (b)  Definitions: The term Projected Annual Benefits means the annual
          benefits payable to a Participant under all defined benefit plans
          (whether terminated or not) of the Employer as determined under
          regulation (S)1.415-7(b)(3); and the term Current Accrued Benefit
          means a Participant's accrued benefit under a defined benefit plan,
          determined as if the Participant had separated from service as of the
          close of the last Limitation Year beginning before January 1, 1987,
          when expressed as an annual benefit within the meaning of Code
          (S)415(b)(2). In determining a Participant's Current Accrued Benefit,
          the Administrator will disregard any changes to the Plan after May 5,
          1986, and any cost of living adjustment after May 5, 1986. The Current
          Accrued Benefit will only be used as set forth above if the defined
          benefit plans individually and in the aggregate satisfied the
          requirements of Code (S)415 for all Limitation Years beginning before
          January 1, 1987.

     (c)  Defined Contribution Fraction: The defined contribution fraction has
          as its numerator the sum of the Annual Additions to the Participant's
          Account under all the defined contribution plans (whether terminated
          or not) maintained by the Employer for the current Limitation Year and
          all prior Limitation Years (including the Annual Additions
          attributable to the Participant's non-deductible contributions to all
          Employer maintained defined benefit plans, whether terminated or not,
          and the Annual Additions attributable to all welfare benefit funds, as
          defined in Code (S)419(e), and individual medical accounts, as defined
          in Code (S)415(l)(2) maintained by the Employer), and has as its
          denominator the sum of the maximum aggregate amounts for the current
          Limitation Year and all prior Limitation Years the Employee was
          employed by the Employer (regardless of whether a defined contribution
          plan was maintained by the Employer). The maximum permissible
          aggregate amount in any Limitation Year is the lesser of (1) 125% of
          the dollar limitation in effect in Code (S)415(c)(1)(A) for such
          Limitation Year determined without regard to Code (S)415(c)(6) and
          adjusted per regulation (S)1.415-7(d)(1) and Notice 83-10, or (2) 35%
          of the Participant's Section 415 Compensation.

     (d)  Transition Rule For Denominator: For defined contribution plans in
          effect on or before July 1, 1982, the Administrator may elect for any
          Limitation Year ending after December 31, 1982, that the denominator
          be the product of the denominator for the Limitation Year ending in
          1982 determined under the law in effect for such Limitation Year,
          multiplied

                                                                            -37-

<PAGE>

          by the Transition Fraction, which is a fraction which has as its
          numerator the lesser of $51,875 or 1.4 multiplied by 25% of the
          Participant's Section 415 Compensation for the Plan Year ending in
          1981, and which has as its denominator the lesser of $41,500 or 25% of
          the Participant's Section 415 Compensation for the Plan Year ending in
          1981. In any Top Heavy Limitation Year, $41,500 will be substituted
          for $51,875 in determining the Transition Fraction unless the Extra
          Minimum Allocation is being provided in Section 3.5. In a Super Top
          Heavy Plan Year, $41,500 will always be substituted for $51,875.

     (e)  Adjustment Of Fraction: If an Employee was a Participant as of the end
          of the first day of the first Limitation Year beginning after December
          31, 1986 in one or more defined contribution plans maintained by the
          Employer which were in existence on May 6, 1986, the numerator of the
          defined contribution fraction will be adjusted if the sum of such
          defined contribution fraction and the defined benefit fraction would
          otherwise exceed 1.0 under the terms of this Plan. Under the
          adjustment, an amount equal to the product of the excess of the sum of
          the defined benefit fraction and the defined contribution fraction
          over 1.0 multiplied by the denominator of the defined contribution
          fraction will be permanently subtracted from the numerator of the
          defined contribution fraction. The adjustment will be calculated using
          the fractions as they would be computed as of the end of the last
          Limitation Year beginning before January 1, 1987, disregarding any
          changes in the terms and conditions of the Plan made after May 5,
          1986, but using the Code (S)415 limitation applicable to the first
          Limitation Year beginning on or after January 1, 1987.

     (f)  Top Heavy Adjustments: In any Top Heavy Limitation Year, 100% will be
          substituted for 125% in paragraphs (a) and (c) unless (1) a 7.5%
          allocation is being provided in Section 3.5, or (2) a Non-Key Employee
          is being provided with a retirement benefit under a defined benefit
          plan equal to 3% of his or her average monthly Section 415
          Compensation. In any Super Top Heavy Limitation Year, 100% will be
          substituted for 125% in any event. If the 100% limitation is exceeded
          for any Participant in any Limitation Year, (1) the Participant's
          accrued benefit in the defined benefit plan will not be increased; (2)
          no Annual Additions may be credited to the Participant's accounts
          under this Plan; and (3) the Participant may not make any
          contributions, whether voluntary or mandatory, to this Plan or any
          other Employer sponsored qualified plan.

6.5  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS: If an allocation of Forfeitures
     or an error in calculating a Participant's Compensation causes the Annual
     Additions allocated to such Participant's Account to exceed the maximum set
     forth in Section 6.1, such Participant's Account will be adjusted as
     follows to reduce such excess:

     (a)  Return Of Elective Deferrals And Employee Contributions: The
          Administrator will return any Elective Deferrals and/or Employee
          contributions (whether such Employee contributions are voluntary or
          mandatory), and will distribute the gains attributable to those
          Elective Deferrals and/or Employee contributions, to the extent that
          such return or distribution would reduce the excess amount in the
          Participant's Account.

     (b)  Reallocation In The Current Year: After the return of contributions
          and the distribution of gains specified in paragraph (a) have been
          made, and prior to the creation of a Section 415 Suspense Account as
          set forth in paragraph (c) below, any excess will be reallocated in
          accordance with Section 3.2 to all Participants who have not yet
          attained their maximum Annual Addition. If necessary, the
          Administrator will repeat the reallocation until all Participants have
          reached their maximum Annual Addition.

                                                                            -38-

<PAGE>

     (c)  Remaining Excess: If an excess amount still remains in a Participant's
          Account, then (1) if the Participant is employed by the Employer at
          the end of the Limitation Year, the Administrator will hold the excess
          in the Section 415 Suspense Account and use it to reduce Employer
          contributions (including any allocation of Forfeitures) for the next
          Limitation Year (and each succeeding Limitation Year if necessary) for
          the Participant; and (2) if the Participant is not employed by the
          Employer at the end of a Limitation Year, the excess may not be
          distributed to the Participant but will be held unallocated in the
          Section 415 Suspense Account and will be used to reduce future
          Employer contributions (including the allocation of Forfeitures) for
          all remaining Participants in the next Limitation Year and each
          succeeding Limitation Year if necessary.

     (d)  Earnings, Losses And Reallocation: If the Section 415 Suspense Account
          is in existence at any time during a Limitation Year pursuant to this
          Section, it will not share in the allocation of the earnings or losses
          of the Trust Fund. If the Section 415 Suspense Account is in existence
          at any time during a particular Limitation Year, all amounts in such
          account must be allocated and reallocated to Participants' Accounts
          before any Employer contributions or any Employee contributions may be
          made to the Plan for that Limitation Year. Excess amounts in the
          Section 415 Suspense Account may not be distributed to Participants or
          former Participants.

                                                                            -39-

<PAGE>

                                   ARTICLE 7
                             DUTIES OF THE TRUSTEE

7.1  APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION: The Plan will have one or
     more individual Trustees, a corporate Trustee or any combination thereof
     appointed as follows:

     (a)  Appointment Of Trustee: Each Trustee will be appointed by the Employer
          and will serve until its successor has been named or until such
          Trustee's resignation, death, incapacity, or removal, in which event
          the Employer will name a successor Trustee. The term Trustee will
          include the original and any successor Trustees.

     (b)  Resignation Of Trustee: A Trustee may resign at any time by giving 30
          days written notice in advance to the Employer, unless such notice is
          waived by the Employer. The Employer may remove a Trustee by giving
          such Trustee 30 days written notice in advance. Such removal may be
          with or without cause.

     (c)  Successor Trustee: Each successor Trustee will succeed to the title to
          the Trust by accepting his appointment in writing and by filing such
          written acceptance with the former Trustee and the Employer. The
          former Trustee, upon receipt of such acceptance, will execute all
          documents and perform all acts necessary to vest the Trust Fund's
          title of record in any successor Trustee. No successor Trustee will be
          personally liable for any act or failure to act of any predecessor
          Trustee.

     (d)  Merger Of Corporate Trustee: If any corporate Trustee, before or after
          qualification, changes its name, consolidates or merges with another
          corporation, or otherwise reorganizes, any resulting corporation which
          succeeds to the fiduciary business of such Trustee will become a
          Trustee hereunder in lieu of such corporate Trustee.

7.2  INVESTMENT ALTERNATIVES OF THE TRUSTEE: The Trustees will implement an
     investment program based on the Employer's investment objectives and the
     Employee Retirement Income Security Act. In addition to powers given by
     law, the Trustees may engage in the following investment activities on
     behalf of the Trust:

     (a)  Property: Invest in any form of property, including common and
          preferred stocks, exchange covered call options, bonds, money market
          instruments, mutual funds, savings accounts, certificates of deposit,
          Treasury bills, or in any other property, real or personal, foreign or
          domestic, having a ready market including securities issued by an
          institutional Trustee and/or affiliate of the institutional Trustee.
          The Trustee may invest on margin. An institutional Trustee may invest
          in its own deposits if they bear a reasonable interest rate. The
          Trustee may retain, manage, operate, repair, improve and mortgage or
          lease for any period on such terms as it deems proper any real estate
          or personal property held by the Trustee, including the power to
          demolish any building or other improvements. The Trustee may erect
          buildings or other improvements, make leases that extend beyond the
          term of this Trust, and foreclose, extend, renew, assign, release or
          partially release and discharge mortgages or other liens.

     (b)  Pooled Funds: Transfer any assets to a collective trust established to
          permit the pooling of funds of separate pension and profit-sharing
          trusts provided the Internal Revenue Service has ruled such collective
          trust to be qualified under Code (S)401(a) and exempt under Code
          (S)501(a) (or the applicable corresponding provision of any other
          Revenue Act) or to any other common, collective, or commingled trust
          fund which has been or may hereafter be established and maintained by
          the Trustee and/or affiliates of an

                                                                            -40-

<PAGE>

          institutional Trustee. Such commingling of assets of the Fund with
          assets of other qualified trusts is specifically authorized, and to
          the extent of the investment of the Trust Fund in such a group or
          collective trust, the terms of the instrument establishing the group
          or collective trust will be a part hereof as though set forth herein.

     (c)  Employer Stock: Invest in the common stock, debt obligations, or any
          other security issued by the Employer or by an affiliate of the
          Employer within the limitations provided under Sections 406, 407, and
          408 of ERISA provided that such investment does not constitute a
          prohibited transaction under Code (S)4975. Any such investment will
          only be made upon written direction of the Employer who will be solely
          responsible for the propriety of such investment.

     (d)  Cash Reserves: Retain as much cash as the Trustee may deem advisable
          to satisfy the liquidity needs of the Plan and to deposit any cash
          held in the Trust Fund in a bank account without liability for the
          highest rate of interest available. If a bank is acting as Trustee,
          such Trustee is specifically given authority to invest in deposits of
          such Trustee. The Trustee may also hold cash un-invested at any time
          and from time to time and in such amount or to such extent as the
          Trustee deems prudent, and the Trustee will not be liable for any
          losses which may be incurred as the result of the failure to invest
          same, except to the extent provided herein or in ERISA.

     (e)  Reorganizations: Join in or oppose the reorganization,
          recapitalization, consolidation, sale or merger of corporations or
          properties upon terms the Trustee deems wise.

     (f)  Registration of Securities: Cause any securities or other property to
          be registered in the Trustee's own name or in the name of the
          Trustee's nominee or nominees, and may hold any investments in bearer
          form, but the records of the Trustee will at all times show all such
          investments as part of the Trust Fund.

     (g)  Proxies: Vote proxies or pass them on to any investment manager which
          may have directed the investment in the equity giving rise to the
          proxy.

     (h)  Ownership Rights: Exercise all ownership rights with respect to any
          Trust assets.

     (i)  Other Investments: Accept and retain for such time as the Trustee
          deems advisable securities or other property received or acquired as
          Trustee even if such securities or property would normally not be
          purchased as investments hereunder.

     (j)  Key Man Insurance: The Trustee, with the consent of the Administrator,
          may purchase Policies on the life of any Participant whose employment
          is deemed to be key to the Employer's financial success. Such key man
          Policies will be deemed to be an investment of the Trust Fund and will
          be payable to the Trust Fund as the beneficiary thereof. The Trustee
          may exercise any and all rights granted under such Policies. Neither
          the Trustee, Employer, Administrator, or any Fiduciary will be
          responsible for the validity of any such Policy or the failure of any
          insurer to make payments thereunder, or for the action of any person
          which may delay payment or render a Policy void in whole or in part.
          No insurer will be deemed a party to this Plan for any purpose or to
          be responsible for a Policy's validity; nor will it be required to
          look into the terms of the Plan nor to question any action of the
          Trustee. The obligations of the insurer will be determined solely by
          the Policy's terms and any other written agreements between it and the
          Trustee.

                                                                            -41-

<PAGE>

     (k)  Litigation: Begin, maintain, or defend any litigation necessary in
          connection with the administration of the Plan, except that the
          Trustee will not be obliged or required to do so unless indemnified to
          its satisfaction.

     (l)  Loans To The Trust: Borrow money for purposes of the Plan in such
          amounts, and upon such terms and conditions, as the Trustee deems
          advisable; and for any sum so borrowed, the Trustee may issue a
          promissory note as Trustee, and secure repayment of the loan by
          pledging all, or any part, of the Trust Fund as collateral. No person
          lending money to the Trustee will be bound to see to the application
          of the money lent or to inquire into the validity or propriety of any
          borrowing.

     (m)  Agreements With Banks: With the consent of the Employer and upon such
          terms as the Trustee in his discretion deems necessary, enter into an
          agreement with a bank or trust company providing for the deposit of
          all or part of the funds and property of the Trust with such bank or
          trust company; or the appointment of such bank or trust company as the
          agent or custodian of the Trustees for investment purposes, with such
          discretion in investing and reinvesting as the Trustee deems necessary
          to delegate.

     (n)  Claims, Debts or Damages: Settle, compromise, or submit to arbitration
          any claims, debts, or damages due or owing to or from the Plan.

     (o)  Miscellaneous: Do all such acts and exercise all such rights, although
          not specifically mentioned herein, as the Trustee deems necessary to
          carry out the purposes of the Plan. The Trustee will not be restricted
          to securities or other property of the character expressly authorized
          by applicable law for trust investments, subject to the requirement
          that the Trustee discharge his duties with the care, skill, prudence,
          and diligence, under the circumstances then prevailing, that a prudent
          man acting in a like capacity and familiar with such matters would use
          in the conduct of an enterprise of similar character and with similar
          aims by diversifying the investments to minimize the risks of large
          losses unless under the circumstances it is clearly prudent not to do
          so.

7.3  VALUATION OF THE TRUST FUND: On each Valuation Date, the Trustee will
     determine the net worth of the Trust Fund. The value of marketable
     investments will be determined using the most recent price quoted on a
     national securities exchange or over-the-counter market. The value of
     non-marketable investments will be determined in the sole judgement of the
     Trustees. The value of securities or obligations of the Employer in which
     there is no market will be determined in the sole judgement of the
     Employer, and the Trustees will have no responsibility for such valuation.

7.4  COMPENSATION AND EXPENSES: The Trustee, either from the Trust Fund or
     Employer, will be reimbursed for its expenses and will be paid reasonable
     compensation as agreed upon with the Employer; but no person who receives
     full-time pay from the Employer will receive any fees for services to the
     Plan as Trustee or in any other capacity. Expenses will be paid by each
     Adopting Employer in the ratio that each Adopting Employer's Participants'
     Accounts bears to the total of all Participants' Accounts.

7.5  PAYMENTS FROM THE TRUST FUND: The Trustee will pay benefits and other
     payments as the Administrator directs, and except as provided by ERISA,
     will not be responsible for the propriety of such payments. Payments made
     to a Participant or his or her legal representative or Beneficiary as
     provided in the Plan will, to the extent thereof, be in full satisfaction
     of all claims arising against the Trust, the Trustee, the Employer, and the
     Administrator. Any such payment or distribution is contingent on the
     recipient executing a receipt and release acceptable to the Trustee,
     Administrator, or Employer.

                                                                            -42-

<PAGE>

7.6  PAYMENT OF TAXES: The Trustee will pay all taxes which may be levied or
     assessed upon or in respect of the Trust Fund or upon or in respect of any
     money, property or securities forming a part of the Trust Fund. The Trustee
     may withhold from distributions to any payee such sum as the Trustee may
     reasonably estimate as necessary to cover federal and state taxes for which
     the Trustee may be liable, which are, or may be, assessed with regard to
     the amount distributable to such payee. Prior to making any payment, the
     Trustee may require such releases or other documents from any lawful taxing
     authority and may require such indemnity from any payee or distributee as
     the Trustee deems necessary.

7.7  ACCOUNTS, RECORDS AND REPORTS: The Trustee will keep accurate records
     reflecting its administration of the Trust Fund and will make such records
     available to the Employer for review and audit. At the request of the
     Employer, the Trustee will, within 90 days of such request, file with the
     Employer an accounting of its administration of the Trust Fund during such
     period or periods as the Employer determines. The Employer will review the
     accounting and notify the Trustee within 90 days if the report is
     disapproved, providing the Trustee with a written description of the items
     in question. The Trustees will have 60 days to provide the Employer with a
     written explanation of the items in question. If the Employer again
     disapproves of the report, the Trustee will file its accounting in a court
     of competent jurisdiction for audit and adjudication.

7.8  EMPLOYMENT OF AGENTS AND COUNSEL: The Trustee may employ such agents,
     counsel, consultants, or service companies as it deems necessary and may
     pay their reasonable expenses and compensation. The Trustee will not be
     liable for any action taken or omitted by the Trustee in good faith
     pursuant to the advice of such agents and counsel. Any agent, counsel,
     consultant, service company and/or its successors will exercise no
     discretionary authority over investments or the disposition of Trust
     assets, and their services and duties will be ministerial only and will be
     to provide the Plan with those things required by law or by the Plan
     without in any way exercising any fiduciary authority or responsibility
     under the Plan. The duties of a third party administrator will be to
     safe-keep the individual records for all Participants and to prepare all
     required actuarial services and disclosure forms under the supervision of
     the Administrator and any Fiduciaries of the Plan. It is expressly stated
     that the third party administrator's services are only ministerial in
     nature and that under no circumstances will such third party administrator
     exercise any discretionary authority over Plan Participants, Plan
     investments, or Plan benefits.

7.9  DIVISION OF DUTIES AND INDEMNIFICATION: The division of duties and the
     indemnification of the Trustees of this Plan will be governed by the
     following provisions:

     (a)  No Guarantee Against Loss: The Trustees will have the authority to
          manage and control the Trust Fund to the extent provided in this
          instrument, but do not guarantee the Trust Fund in any manner against
          investment loss or depreciation in asset value, or guarantee the
          adequacy of the Trust Fund to meet and discharge all or any
          liabilities of the Plan. The Trustees will not be liable for the
          making, retention or sale of any investment or reinvestment made by
          it, as herein provided, or for any loss to or diminution of the Trust
          Fund, or for any other loss or damage which may result from the
          discharge of its duties hereunder, except to the extent it is
          judicially determined that the Trustees have failed to exercise 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 a like character.

     (b)  Representations Of The Employer: The Employer warrants that all
          directions issued to the Trustees by it or the Plan Administrator will
          be in accordance with the terms of the Plan and not contrary to the
          provisions of the Employee Retirement Income Security Act of 1974 and
          the regulations issued thereunder.

                                                                            -43-

<PAGE>

     (c)  Directions By Others: Trustees will not be answerable for any action
          taken pursuant to any direction, consent, certificate, or other
          document on the belief that the same is genuine and signed by the
          proper person. All directions by the Employer, a Participant or the
          Plan Administrator will be in writing. The Plan Administrator will
          deliver to the Trustees certificates evidencing the individual or
          individuals authorized to act as the Administrator and will deliver to
          the Trustees specimens of their signatures.

     (d)  Duties And Obligations Limited By The Plan: The duties and obligations
          of the Trustees will be limited to those expressly imposed upon it by
          this Plan or subsequently agreed upon by the parties. Responsibility
          for administrative duties required under the Plan or applicable law
          not expressly imposed upon or agreed to by the Trustees, will rest
          solely with the Employer and with the Administrator.

     (e)  Indemnification: The Trustees will be indemnified by the Employer
          against all liability to which the Trustees may be subjected,
          including all expenses reasonably incurred in its defense, for any
          action or failure to act resulting from compliance with the Employer's
          instructions, the Employer's employees or agents, the Administrator,
          or any other Fiduciary to the Plan, and for any liability arising from
          the actions or non-actions of any predecessor Trustees or Fiduciary or
          other Fiduciaries of the Plan.

     (f)  Trustees Not Responsible For Application Of Payments: The Trustees
          will not be responsible in any way for the application of any payments
          it is directed to make or for the adequacy of the Fund to meet and
          discharge any and all liabilities under the Plan.

     (g)  Multiple Trustees: If more than one Trustee is appointed, any single
          Trustee may act independently in undertaking any act and/or
          transaction on behalf of the Trust unless the Trustees have agreed by
          a majority of their number that a particular action must be approved
          by a majority of their number before it can be undertaken.

     (h)  Limitation Of Liability: No Trustee will be liable for the act of any
          other Trustee or Fiduciary unless the Trustee has knowledge of such
          act.

     (i)  Trustees As Participants Or Beneficiaries: Trustees will not be
          prevented from receiving any benefits to which they may be entitled as
          Participants or Beneficiaries in the Plan, so long as the benefits are
          computed and paid on a basis which is consistent with the terms of the
          Plan as applied to all other Participants and Beneficiaries.

     (j)  No Self-Dealing By Trustees: The Trustees will not deal with the Trust
          Fund in their own interest or for their own account; act in their
          individual or in any other capacity in any transaction involving the
          Trust Fund on behalf of a party, or represent a party, whose interests
          are adverse to the interests of the Plan, or to the interests of its
          Participants or Beneficiaries; or receive consideration for their own
          personal accounts from any party dealing with the Plan in connection
          with a transaction involving assets of the Trust Fund.

7.10 APPOINTMENT OF INVESTMENT MANAGER: The Trustee may appoint an Investment
     Manager to manage and control the investment of all or any portion of the
     Trust Fund. Each Investment Manager will be either an investment advisor
     registered under the Investment Advisors Act of 1940; a bank as defined in
     that Act; or an insurance company qualified to manage, acquire or dispose
     of any asset of the Trust under the laws of more than one state. An
     Investment Manager will acknowledge in writing that it is a Fiduciary of
     the Plan. The Trustee will enter into an agreement with the Investment
     Manager specifying the duties and compensation of the Investment Manager
     and further specifying any other terms and conditions under which the
     Investment Manager will be retained. The Trustee will not be liable for any
     act or omission of an

                                                                            -44-

<PAGE>

     Investment Manager, and will not be liable for following the advice of an
     Investment Manager with respect to any duties delegated by the Trustee to
     the Investment Manager. The Trustee can determine the portion of the Plan's
     assets to be invested by a designated Investment Manager and can establish
     investment objectives and guidelines for the Investment Manager to follow.

7.11 ASSIGNMENT AND ALIENATION OF BENEFITS: Except as may otherwise be permitted
     under Code (S)401(a)(13)(C), or as may otherwise be permitted under a
     Qualified Domestic Relations Order as provided in Section 8.6, or as may
     otherwise be permitted under Section 7.14 relating to loans to
     Participants, no right or claim to, or interest in, any part of the Trust
     Fund, or any payment therefrom, will be assignable, transferable, or
     subject to sale, mortgage, pledge, hypothecation, commutation,
     anticipation, garnishment, attachment, execution, or levy of any kind, and
     the Trustees will not recognize any attempt to assign, transfer, sell,
     mortgage, pledge, hypothecate, commute, or anticipate the same, except to
     the extent required by law.

7.12 EXCLUSIVE BENEFIT RULE: All contributions made by the Employer or an
     Affiliated Employer will be used for the exclusive benefit of the
     Participants who are Employees thereof and for Beneficiaries and will not
     be used for nor diverted to any other purpose except the payment of the
     costs of maintaining the Plan. All contributions made by an Adopting
     Employer who is not an Affiliated Employer will be used for the exclusive
     benefit of the Participants who are Employees of the Adopting Employer and
     for their Beneficiaries and will not be used for nor diverted to any other
     purpose except the payment of the Adopting Employers' proportionate costs
     of maintaining the Plan pursuant to Section 7.4.

7.13 PURCHASE OF INSURANCE: The purchase of insurance Policies on the life of a
     Participant, other than key man insurance under Section 7.2(j), is not
     currently permitted in this Plan.

7.14 LOANS TO PARTICIPANTS: The Employer, pursuant to a written loan procedure
     established by the Employer, may permit loans to be made to Participants
     and Beneficiaries on a non-discriminatory basis. If made available, a
     Participant or Beneficiary may make application to the Administrator
     requesting a loan. The Administrator will have the sole right to approve or
     disapprove the application provided that loans will be made available to
     all Participants on a reasonably equivalent basis. All loans must be
     evidenced by a legally enforceable agreement (which may include more than
     one document) in writing or in such other form as may be approved by the
     Internal Revenue Service, and the terms of such agreement must specify the
     amount and term of the loan, and the repayment schedule. Loans will not be
     made available to Highly Compensated Employees in an amount greater than
     the amount made available to other Employees, and no loan will be made to a
     Participant who is an Owner-Employee or a Shareholder-Employee except to
     the extent that such loan is treated as a prohibited transaction under Code
     (S)4975. Subject to the loan procedure, loans will be made in accordance
     with the following provisions:

     (a)  Minimum Loan And Maximum Loan: No loan will be less than $500 or, when
          added to the outstanding balance of all other loans to the
          Participant, will exceed the lesser of (1) $50,000 reduced by the
          excess, if any, of the Participant's highest outstanding balance of
          loans during the 1-year period ending on the day before the loan was
          made, over the Participant's outstanding balance of loans on the day
          the loan was made; or (2) one-half of the Participant's Vested
          Aggregate Account.

     (b) Aggregation Of Loans: For purposes of the limitations in paragraph (a)
          above, all loans from all plans of the Employer and Affiliated
          Employers will be aggregated. An assignment or pledge of any portion
          of the Participant's Vested Aggregate Account balance, and a loan,
          pledge, or assignment with respect to any insurance contract purchased
          under the Plan, will be treated as a loan under this Section.

                                                                            -45-

<PAGE>

     (c)  Loans Must Bear Reasonable Interest: Any loan granted hereunder must
          bear interest at a rate reasonable at the time of application,
          considering the purpose of the loan and the rate being charged by
          representative commercial banks in the local area for a similar loan,
          unless the Administrator sets forth a different method for determining
          loan interest rates in its loan procedures such as using the prime
          rate or some other rate based on the prime rate. The loan agreement
          will also provide for the payment of principal and interest not less
          than quarterly. The interest earned by the Trust on any loan granted
          hereunder will be credited to the Trust Fund rather than to the
          individual Participant's Account.

     (d)  Loans Must Be Secured: If a Participant's loan application is approved
          by the Administrator, such Participant will be required to execute a
          note, a loan agreement and an assignment of his or her Vested
          Aggregate Account as collateral for the loan. The Participant must
          obtain the consent of his or her spouse, if any, within the 90 day
          period before the Participant's Vested Aggregate Account is used as
          security for the loan. A new consent is required if the Vested
          Aggregate Account is used for any renegotiation, extension, renewal or
          other revision of the loan, including any increase in the amount
          thereof. The consent must be written, must acknowledge the effect of
          the loan, must be witnessed by a notary public or the Administrator,
          and will thereafter be binding with respect to the consenting spouse
          or any subsequent spouse.

     (e)  Terms Of Repayment: The term of a loan will not exceed 5 years except
          in the case of a loan used to acquire any house, apartment,
          condominium, or mobile home (not used on a transient basis) that is
          used or is to be used within a reasonable time as the principal
          residence of the Participant. The term of a loan will be determined by
          the Administrator considering the maturity dates quoted by
          representative commercial banks in the local area for a similar loan.
          Notwithstanding the foregoing, loans made prior to January 1, 1987
          which are used to acquire, construct, reconstruct or substantially
          rehabilitate any dwelling unit which, within a reasonable period of
          time is to be used (determined at the time the loan is made) as a
          principal residence of the Participant or a member of his or her
          family within the meaning of Code (S)267(c)(4) may provide for
          periodic repayment over a reasonable period of time that may exceed 5
          years. Additionally, loans made prior to January 1, 1987 may provide
          for periodic payments that are made less frequently than quarterly and
          which do not necessarily result in level amortization. The
          Administrator may allow a grace period for the making of any required
          installment payment, but any such period cannot extend beyond the last
          day of the calendar quarter following the calendar quarter in which
          the required installment was due.

     (f)  Suspension Of Installment Payments: Loan installment payments may be
          suspended for a period not longer than one year in which the
          Participant is on a leave of absence, either without pay or at a rate
          of pay (after income and employment tax withholding) that is less than
          the amount of the required installment payments. However, even if
          payments are suspended due to a leave of absence, the loan must still
          be repaid by the latest date permitted under the original terms of the
          loan and the payments due after the leave ends (or, if earlier, after
          the first year of the leave) must not be less than those required
          under the original terms of the loan.

     (g)  Repayment Of Loan Before Distribution Of Benefit: If a Participant has
          received a loan from the Plan and the Participant or the Participant's
          Beneficiary is entitled to a payment from the Trust Fund before the
          loan is repaid in full, the Trustee will offset at the time of
          distribution the unpaid loan balance (including accrued interest) from
          the total amount otherwise due to the Participant or Beneficiary. If a
          valid spousal consent has been obtained pursuant to paragraph (d)
          above, then notwithstanding any other provision

                                                                            -46-

<PAGE>

          of this Plan, the portion of a Participant's Vested Aggregate Account
          used as a security interest for a loan will be taken into account for
          purposes of determining the amount of the Vested Aggregate Account
          payable at the time of death or distribution, but only if the
          reduction is used as a repayment of the loan. If less than 100% of a
          Participant's Vested Aggregate Account (determined without regard to
          the preceding sentence) is payable to a Participant's surviving
          spouse, then such Vested Aggregate Account will be adjusted by first
          reducing the Vested Aggregate Account by the amount of the security
          used as repayment of the loan, and then determining the benefit
          payable to the surviving spouse.

     (h)  Immediate Repayment: A Participant's loan will become immediately due
          and payable if the Participant fails to make principal and/or interest
          payments for two successive calendar quarters. In such event, the
          Administrator will reduce the Participant's Vested Aggregate Account
          by the remaining principal and interest of the loan, and such
          reduction will constitute a distributable event (to the extent of the
          reduction) under the Plan. If the Participant's Vested Aggregate
          Account is less than the amount due, the Administrator will take
          whatever steps are necessary to collect the balance due.

7.15 DIRECTED INVESTMENT ACCOUNTS: If agreed to by the Trustees and approved by
     the Employer, Participants will be given the option to direct the
     investment of all or a portion of their Participant's Account (and any
     Rollover Contributions and Voluntary Employee Contributions) into a
     directed, or segregated investment selected by the Participant; or among
     alternative investment funds established as part of the overall Fund. Such
     alternative investment funds will be under the full control of the
     management of the Trustees. Alternatively, if investments outside the
     Trustees' control are allowed, Participants may not direct that
     investments be made in collectibles, other than U.S. Government gold and
     silver coins. In this connection, a Participant's right to direct the
     investment of his or her/ own Rollover Contributions and Voluntary Employee
     Contributions will apply only to the selection of the desired fund. The
     following rules will apply to the administration of such funds and to the
     handling of Participants' investment directions:

     (a)  Investment Form: Eligible Participants will complete an investment
          designation form stating the percentage to be invested in or
          transferred to or from the available funds. A Participant may change
          his or her investment election by filing a new investment designation
          form with the Employer or the Employer's designee. Such change will be
          effective no later than the first day of the next Election Period.
          Election Periods will be established at the discretion of the Employer
          but in any event will occur no less frequently than once in every
          12-month period or, at the discretion of the Employer and the Trustee,
          once in every 3-month or 6-month period or at such other more frequent
          time which is uniformly available as determined by the Employer and
          the Trustee.

     (b)  Transfers Between Funds: A Participant may elect to transfer all or
          part of his or her balance from one investment fund to another by
          filing an investment designation form with the Employer or with the
          Employer's designee within a reasonable administrative period prior to
          the next Election Period. The funds will be transferred by the Trustee
          or the Employer's designee as soon as practicable prior to, or by the
          start of, the new Election Period. Telephone and other electronic fund
          transfers will be permitted under uniform administrative procedures
          approved by the Trustee.

     (c)  Administrator Responsibility: The Plan Administrator or the Plan
          Administrator's designee will be responsible when transmitting
          Employer and Employee contributions to show the dollar amount to be
          credited to each investment fund for each Participant.

                                                                            -47-

<PAGE>

     (d)  No Administrator Liability: Except as otherwise provided herein,
          neither the Trustee, nor the Employer, nor any Plan fiduciary will be
          liable to the Participant or his or her Beneficiaries for any loss
          resulting from action taken at the direction of the Participant.

     (e)  Adoption Of Procedures: All investment designations by Participants
          are to be made in accordance with such procedures as the Employer may
          adopt. At the discretion of the Employer and the Trustees, such
          procedures will permit sufficient selection among investment
          alternatives to satisfy the provisions of DOL regulation
          (S)2550.404(c)-1.

7.16 SUPERSEDING TRUST OR CUSTODIAL AGREEMENT: If any assets of the Plan are
     invested in a separate trust or custodial account maintained by a corporate
     Trustee or custodian, the provisions of such separate trust or custodial
     agreement will supersede the provisions set forth in this Article 7, except
     with respect to those provisions of this Article that pertain to the
     purchase of insurance on the lives of Participants and to the making of
     loans to Participants.

                                                                            -48-

<PAGE>

                                   ARTICLE 8
                          DUTIES OF THE ADMINISTRATOR

8.1  APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION: Each Administrator
     appointed by the Employer will continue until his or her death,
     resignation, or removal by the Employer, and any Administrator may resign
     by giving 30 days written notice to the Employer. If an Administrator dies,
     resigns, or is removed, his or her successor will be appointed as promptly
     as possible, and such appointment will become effective upon its acceptance
     in writing by such successor. Pending the appointment and acceptance of any
     successor Administrator, any acting or remaining Administrator will have
     full power to act.

8.2  POWERS AND DUTIES OF THE ADMINISTRATOR: The powers and duties of the
     Administrator will include: (a) appointing the Plan's attorney, accountant,
     actuary, or any other party needed to administer the Plan; (b) directing
     the Trustees with respect to payments from the Trust Fund; (c)
     communicating with Employees regarding their participation and benefits
     under the Plan, including the administration of all claims procedures; (d)
     filing any returns and reports with the Internal Revenue Service,
     Department of Labor, or any other governmental agency; (e) reviewing and
     approving any financial reports, investment reviews, or other reports
     prepared by any party under (a); (f) establishing a funding policy and
     investment objectives consistent with the purposes of the Plan and the
     Employee Retirement Income Security Act of 1974; and (g) construing and
     resolving any question of Plan interpretation. The Administrator's
     interpretation of Plan provisions, including eligibility and benefits, is
     final, and unless it can be shown to be arbitrary and capricious will not
     be subject to "de novo" review. If there is more than one Administrator,
     the Administrators may delegate specific responsibilities among themselves,
     including the authority to execute documents unless the Employer revokes
     such delegation. The Employer and Trustee will be notified in writing of
     any such delegation of responsibilities, and the Trustee thereafter may
     rely upon any documents executed by the appropriate Administrator.

8.3  EMPLOYMENT OF AGENTS AND COUNSEL: The Administrator may appoint such
     actuaries, accountants, custodians, counsel, agents, consultants, and other
     persons deemed necessary or desirable in connection with the administration
     and operation of the Plan. The actions of any such third parties will be
     subject to the limitations described in Section 7.8 of the Plan; and no
     such third parties will be given any authority or discretion concerning the
     management and operation of the Plan that would cause them to become
     Fiduciaries of the Plan.

8.4  COMPENSATION AND EXPENSES: The Administrator may receive such compensation
     as agreed upon between the Employer and the Administrator, but any person
     who already receives full-time pay from the Employer may not receive any
     fees for services to the Plan as Administrator or in any other capacity.
     The Employer will pay all reasonable expenses incurred by the Administrator
     in the performance of its duties. If the Employer fails to pay such
     expenses, the Trustee will reimburse the Administrator out of the Trust
     Fund. Expenses will be paid by each Adopting Employer in the ratio that
     each Adopting Employer's Participants' Accounts bears to the total of all
     the Participants' Accounts.

8.5  CLAIMS PROCEDURES: Upon retirement, death, Disability or Termination of
     Employment, the Participant or representative of such Participant may apply
     to the Administrator requesting payment of benefits due and the manner of
     payment, in accordance with the following:

     (a)  Automatic Payment If No Application Is Made: If no application for
          benefits is made and no cash-out of benefits occurs under Section 5.5,
          the Administrator will automatically pay a Participant's Vested
          Aggregate Account in the form that does not require spousal consent no
          later than the time prescribed in Section 5.10.

                                                                            -49-

<PAGE>

     (b)  Denial Of Claim: If an application for benefits is made, the
          Administrator will accept, reject, or modify such request and will
          notify the Participant in writing setting forth the Administrator's
          response and, in the case of a denial or modification, the
          Administrator will (1) state the specific reason or reasons for the
          denial, (2) provide specific reference to pertinent Plan provisions on
          which the denial is based, (3) provide a description of any additional
          material or information necessary for the Participant or his
          representative to perfect the claim and an explanation of why such
          material or information is necessary, and (4) explain the Plan's claim
          review procedure as contained herein.

     (c)  Review Procedure: In the event the request is rejected or modified,
          the Participant or his representative may within 60 days following
          receipt by the Participant or representative of such rejection or
          modification, submit a written request for review by the Plan
          Administrator of its initial decision. Within 60 days following such
          request for review, the Plan Administrator will render its final
          decision in writing to the Participant or representative stating
          specific reasons for such decision. If the Participant or
          representative is not satisfied with the Plan Administrator's final
          decision, the Participant or representative can institute an action in
          a federal court of competent jurisdiction; for this purpose, process
          would be served on the Plan Administrator.

8.6  QUALIFIED DOMESTIC RELATIONS ORDERS: A Qualified Domestic Relations Order,
     or QDRO, is a signed domestic relations order issued by a State Court which
     creates, recognizes or assigns to an alternate payee(s) the right to
     receive all or part of a Participant's Plan benefit. An alternate payee is
     a Spouse, former Spouse, child, or other dependent of a Participant who is
     treated as a Beneficiary under the Plan as a result of the QDRO. The
     Administrator will determine if a domestic relations order is a QDRO as
     follows:

     (a)  Administrator's Determination: Promptly upon receipt of a domestic
          relations order, the Administrator will notify the Participant and any
          alternate payee(s) named in the order of such receipt, and will
          include a copy of this Section 8.6. Within a reasonable time after
          receipt of the order, not to exceed 60 days, the Administrator will
          make a determination as to whether or not the order is a Qualified
          Domestic Relations Order as defined in Code (S)414(p), and the
          Administrator will promptly notify the Participant and any alternate
          payee(s) in writing of the determination.

     (b)  Specific Requirements Of QDRO: In order for a domestic relations order
          to be a QDRO, it must specifically state all of the following: (1) the
          name and last known mailing address (if any) of the Participant and of
          each alternate payee covered by the order. However, if it does not
          specify the current mailing address of the alternate payee, but the
          Administrator has independent knowledge of that address, the QDRO will
          still be valid; (2) the dollar amount or percentage of the
          Participant's benefit to be paid by the Plan to each alternate payee,
          or the manner in which the amount or percentage will be determined;
          (3) the number of payments or period for which the order applies; and
          (4) the specific plan (by name) to which the order applies. The
          domestic relations order will not be deemed a QDRO if it requires the
          Plan to provide any type or form of benefit, or any option not already
          provided for in the Plan, or increased benefits, or benefits in excess
          of the Participant's Vested Interest, or payment of benefits to an
          alternate payee which are required to be paid to another alternate
          payee under another QDRO.

     (c)  Disputed Orders: If there is a question as to whether a domestic
          relations order is a QDRO, the payout to any payee (including the
          Participant) will be delayed until the status is resolved. In such
          event, the Administrator will segregate the amount that would have
          been payable to the alternate payee(s) as if the order had been deemed
          a QDRO. If

                                                                            -50-

<PAGE>

          the order is not determined to be a QDRO, or the status is not
          resolved (for example, it has been sent back to the Court for
          clarification or modification) within 18 months beginning with the
          date the first payment would have to be made under the order, the
          Administrator will pay the segregated amounts plus interest to the
          person(s) who would have been entitled to the benefits had there been
          no order. If a determination as to the qualified status of the order
          is made after the 18-month period, the order will only be applied on a
          prospective basis. If the order is determined to be a QDRO, the
          Participant and alternate payee(s) will again be notified promptly
          after such determination. Once an order is deemed a QDRO, the
          Administrator will pay to the alternate payee(s) all the amounts due
          under the QDRO, including segregated amounts plus interest which may
          have accrued during a dispute as to the order's qualification.

     (d)  Payment Prior To Separation From Service: A QDRO may provide for the
          payment of benefits to an alternate payee prior to the time a
          Participant has terminated employment. Further, such payment can be
          made even if the affected Participant has not yet reached the Earliest
          Retirement Age. For purposes of this paragraph, the term Earliest
          Retirement Age means the earlier of (1) the date on which the
          Participant is entitled to a distribution under this Plan, or (2) the
          later of (i) the date the Participant attains age 50, or (ii) the
          earliest date on which the Participant could receive benefits under
          this Plan if the Participant terminated employment with the Employer.

     (e)  Effect Of QDRO On Survivor Annuity: Notwithstanding Section 5.1 and
          5.2 to the contrary, a Participant's benefits which are payable from
          the Plan in the form of a Qualified Joint and Survivor Annuity or in
          the form of a Qualified Preretirement Survivor Annuity need not be
          paid in such form if such payment is inconsistent with, or has been
          modified by, the terms of a Qualified Domestic Relations Order.

                                                                            -51-

<PAGE>

                                    ARTICLE 9
                       AMENDMENT, TERMINATION AND MERGER

9.1  AMENDMENT: The Employer, by action of its board of directors, will have the
     right to amend the Plan at any time if the amendment is in compliance with
     the following requirements:

     (a)  General Requirements: Amendments must be in writing and cannot (1)
          increase the responsibilities of the Trustee or Administrator without
          written consent; (2) deprive any Participant or Beneficiary of Plan
          benefits to which he or she is entitled; (3) decrease the amount of
          any Participant's Account balance except as permitted under Code
          (S)412(c)(8); (4) permit any part of the Trust Fund to be used for or
          diverted to purposes other than the exclusive benefit of the
          Participants or their Beneficiaries except as required to pay taxes
          and administration expenses, or cause or permit any portion of the
          Trust Fund to revert to or become the property of the Employer; or (5)
          eliminate or reduce a retirement-type subsidy, or an early retirement
          benefit, or an optional form of benefit with respect to benefits
          attributable to service before the amendment. In the case of a
          retirement-type subsidy, this provision will apply only to a
          Participant who satisfies the pre-amendment conditions for the subsidy
          either before or after the amendment.

     (b)  Certain Corrective Amendments: For purposes of satisfying the minimum
          coverage requirements of Code (S)410(b), the nondiscriminatory amount
          requirement of regulation (S)1.401 (a)(4)-l(b)(2), or the
          nondiscriminatory plan amendment requirement of regulation
          (S)1.401(a)(4)-1(b)(4), a corrective amendment may retroactively
          increase allocations for Employees who benefited under the Plan during
          the Plan Year being corrected, or may grant allocations to Employees
          who did not benefit under the Plan during the Plan Year being
          corrected. In addition, to satisfy the nondiscriminatory current
          availability requirement of regulation (S)1.401(a)(4)-4(b) for
          benefits, rights or features, a corrective amendment may make a
          benefit, right or feature available to Employees to whom it was
          previously not available. A corrective amendment will not be effective
          prior to the date of adoption unless it satisfies the applicable
          requirements of regulation (S)1.401(a)(4)-11(g)(3)(ii) through (vii),
          including the requirement that, in order to be effective for the
          preceding Plan Year, such amendment must be adopted by the 15th day of
          the 10th month after the close of the preceding Plan Year.

9.2  TERMINATION: The Employer has the right to terminate the Plan and the Trust
     in whole or in part at any time by delivering written notice to the
     Administrator and Trustee. Upon termination of the Plan, the Trustee will
     continue to administer the Trust until distribution has been made to the
     Participants, which distribution must occur within a reasonable time after
     the termination of the Plan, and must be made in accordance with the
     provisions of Article 5 of the Plan. Upon termination of the Plan, whether
     partial or complete, any Participant who is affected by such termination
     will have a 100% Vested Interest in his Participant's Account.

9.3  MERGER OR CONSOLIDATION: This Plan and Trust may not be merged or
     consolidated with, nor may any of its assets or liabilities be transferred
     to, any other plan, unless the benefits payable to each Participant if the
     Plan was terminated immediately after such merger, consolidation or
     transfer would be equal to or greater than the benefits such Participant
     would have been entitled to if this Plan had been terminated immediately
     before such merger, consolidation or transfer.

                                                                            -52-

<PAGE>

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

10.1 NO CONTRACT OF EMPLOYMENT: Except as otherwise provided by law, neither the
     establishment of this Plan, nor any modification hereto, nor the creation
     of any fund or account, nor the payment of any benefits, will be construed
     as giving any Participant or other person any legal or equitable rights
     against the Employer, any officer or Employee thereof, or the Trustee,
     except as herein provided; and the terms of employment of any Participant
     will not be modified or affected by this Plan.

10.2 TITLE TO ASSETS: No Participant or Beneficiary will have any right to, or
     any interest in, any assets of the Trust upon separation from service with
     the Employer, Affiliated Employer, or Adopting Employer, except as
     otherwise provided by the terms of the Plan.

10.3 QUALIFIED MILITARY SERVICE: Notwithstanding any other provision of the Plan
     to the contrary, effective December 12, 1994, contributions, benefits and
     service credit with respect to qualified military service will be provided
     in accordance with the requirements of Code (S)414(u).

10.4 BONDING OF FIDUCIARIES: Every Fiduciary other than a bank, an insurance
     company, or a Fiduciary of an Employer which has no common-law employees,
     will be bonded in an amount not less than 10% of the amount of funds under
     such Fiduciary's supervision, but such bond will not be less than $1,000 or
     more than $500,000. The bond will provide protection to the Plan against
     any loss for acts of fraud or dishonesty by a Fiduciary acting alone or in
     concert with others. The cost of such bond will be an expense of either the
     Employer or the Trust, at the election of the Employer.

10.5 SEVERABILITY OF PROVISIONS: If any Plan provision is held invalid or
     unenforceable, such invalidity or unenforceability will not affect any
     other provision of this Plan, and this Plan will be construed and enforced
     as if such provision had not been included.

10.6 GENDER AND NUMBER: Words used in the masculine gender will be construed as
     though they were also used in the feminine or neuter gender where
     applicable, and words used in the singular will be construed as though they
     were also used in the plural where applicable.

10.7 HEADINGS AND SUBHEADINGS: Headings and subheadings are inserted for
     convenience of reference. They constitute no part of this Plan and are not
     to be considered in its construction.

10.8 LEGAL ACTION: In any claim, suit or proceeding concerning the Plan and/or
     Trust which is brought against the Trustee or the Administrator, this Plan
     and Trust will be construed and enforced according to the laws of the state
     in which the Employer maintains its principal place of business, to the
     extent that is not preempted by ERISA; and unless otherwise prohibited by
     law, either the Employer or the Trust, in the sole discretion of the
     Employer, will reimburse the Trustee and/or Administrator for all costs,
     attorneys fees and other expenses associated with any such claim, suit or
     proceeding.

                                                                            -53-

<PAGE>

     IN WITNESS WHEREOF, this Plan and Trust have been executed by the Employer
and the Trustees on the day, month and year set forth on page 1 of this
Agreement.

                                            ALLTECH ASSOCIATES, INC.


ATTEST:                                     By
                                              ----------------------------------

-------------------------------------


                                            TRUSTEES


                                            ------------------------------------
                                            Richard A. Dolan


                                            ------------------------------------
                                            Richard R. Kurtz

                                                                            -54-

<PAGE>

                      CERTIFICATE OF CORPORATE RESOLUTIONS

                                       OF

                            ALLTECH ASSOCIATES, INC.

The undersigned Secretary of the above named corporation certifies that the
following resolutions were adopted by the corporation on the 28th day of
February, 2002, and that these resolutions have not been modified or rescinded
as of the date this certificate is executed.

     Resolved, that the Alltech Associates, Inc. Employees' Profit Sharing Plan
     and Trust, as amended and restated effective January 1, 1997, is hereby
     approved and adopted by the corporation;

     Resolved, that an officer of the corporation is hereby directed to deliver
     an executed copy of said plan to the trustees named therein; and

     Resolved, that the officers of the corporation are authorized to take any
     actions necessary to effectuate the foregoing resolutions.

THIS CERTIFICATE is executed this 28th day of February, 2002.


                                            ------------------------------------
                                            Corporate Secretary

<PAGE>

                            ALLTECH ASSOCIATES, INC.
                    EMPLOYEES' PROFIT SHARING PLAN AND TRUST

                           FUNDING POLICY AND METHOD

     Alltech Associates, Inc. (the Company) has established the Alltech
Associates, Inc. Employees' Profit Sharing Plan and Trust (hereafter called the
Plan), the purpose of which is to provide plan participants with retirement
benefits in order to supplement their social security benefits.

     The Plan will also provide benefits to participants who die, who become
disabled, or who terminate employment with the Company for reasons other than
retirement, death or disability, provided they have accrued a vested interest in
their account balances under the terms of the Plan.

     Since the primary purpose of the Plan is to provide retirement benefits,
the primary investment strategy to be followed by the Trustee should stress the
security and long-term stability of Plan assets, combined with moderate growth
that corresponds to participants' anticipated retirement dates.

     Investments should be reasonably diversified in order to prevent asset
erosion by inflation. Investments should also provide for sufficient liquid
assets to allow the plan to make distributions on short notice to participants
who have died or become disabled and are entitled to benefits.