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                                                           EXHIBIT 10.12




                                AMGEN RETIREMENT
                                AND SAVINGS PLAN
            (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2003)

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                        AMGEN RETIREMENT AND SAVINGS PLAN
            (As Amended and Restated Effective as of January 1, 2003)

ARTICLE 1. INTRODUCTION AND PLAN HISTORY

The Plan was adopted effective as of April 1, 1985 and was last amended and
restated as of October 23, 2000. The following provisions constitute an
amendment and restatement of the Plan, effective as of January 1, 2003, to
reflect previously adopted amendments and to make other changes required by law.
Certain provisions may be effective at other times, as specified herein. The
Plan is intended to qualify under Sections 401(a) and 401(k) and related
sections of the Code, and under Section 407(d)(3)(A) of ERISA. The Plan is
subject to amendment or termination at any time, including (without limitation)
amendments required to meet regulations and rules issued by the Secretary of the
Treasury or his or her delegate or the Secretary of Labor. Certain capitalized
terms used in the text of the Plan are defined in Article 2 in alphabetical
order.

ARTICLE 2. DEFINITIONS

2.1      "Accounts" means the separate accounts maintained for each Participant
         as a part of the Trust Fund. Each Participant's Accounts are credited
         with the Participant's Employee Contributions, his or her share of
         Company Contributions and Forfeitures and any income, gains, expenses
         and losses accruing on amounts previously credited to the Accounts.

2.2      "Affiliated Group" means the Company and any entity related to the
         Company under Sections 414(b), (c), (m) or (o) of the Code. In
         addition, the term "Affiliated Group" includes any other entity that
         the Company has designated in writing as a member of the Affiliated
         Group for purposes of the Plan. An entity shall be considered a member
         of the Affiliated Group only with respect to periods for which this
         designation is in effect or during which the relationship described in
         the first sentence of this Section exists. An "Affiliate" is a member
         of the Affiliated Group.

2.3      "Aggregate 401(k) Contributions" which is a term used in specifying
         certain limitations on Plan contributions, is defined in Section 13.9.

2.4      "Aggregate 401(m) Contributions" which is a term used in specifying
         certain limitations on Plan contributions, is defined in Section 14.7.

2.5      "Alternate Payee" means a spouse, former spouse, child or other
         dependent of a Participant who is recognized by a domestic relations
         order as having a right to receive all or a portion of the
         Participant's Plan Benefit.

2.6      "Annual Additions" which is a term used in specifying certain
         limitations on Plan contributions, is defined in Section 15.5.

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2.7      "Annual Deferral Limit" which is a term used in specifying certain
         limitations on Plan contributions, is defined in Section 13.9.

2.8      "Beneficiary" means the person or persons entitled to receive a
         Participants Plan Benefit after the Participant's death, as provided in
         Section 8.10.

2.9      "Board" means the Board of Directors of the Company, as constituted
         from time to time.

2.10     "Break in Service" means any Plan Year during which the Participant
         completes less than 501 Hours of Service. Solely for the purpose of
         determining whether a Break in Service has occurred, an Employee who is
         absent from work by virtue of (a) the Employee's pregnancy, (b) the
         birth of the Employee's child, (c) the placement of a child with the
         employee by adoption, (d) the caring for any such child for a period of
         up to one year immediately following such birth or placement, (e)
         Disability, (f) service in the armed forces of the United States during
         a period (including a post-discharge period) that entitles the Employee
         to reemployment rights guaranteed by law or (g) a leave of absence
         taken under the terms of the federal Family Medical Leave Act or
         applicable state family and medical leave act, shall be credited with
         up to 501 additional Hours of Service. Such additional Hours of Service
         in such period of absence shall be based on his or her regular work
         schedule immediately prior to such period; provided, however, that such
         additional Hours of Service shall be credited during the Plan Year in
         which the absence from work begins only if they would prevent a Break
         in Service from occurring for that year. In all other cases, the
         additional Hours of Service shall be credited during the immediately
         following Plan Year.

2.11     "Code" means the Internal Revenue Code of 1986, as amended from time to
         time.

2.12     "Company" means Amgen Inc., a Delaware corporation.

2.13     "Company Contributions" means Matching Contributions, Nonelective
         Contributions, Qualified Nonelective Contributions and Qualified
         Matching Contributions.

2.14     "Company Stock" means shares of common stock issued by the Company.

2.15     "Company Stock Fund" means an Investment Fund primarily invested in
         Company Stock.

2.16     "Compensation" is the term generally used under the Plan to describe
         the amount with respect to which Plan contributions are made and means
         an Eligible Employee's wages, salaries, fees for professional services,
         and other amounts received (without regard to whether or not an amount
         is paid in cash) for personal services actually rendered in the course
         of employment with any member of the Affiliated Group to the extent
         that the amounts are includable in gross income (including, but not
         limited to, commissions paid to salespersons, compensation for services
         on the basis of a percentage of profits, commissions on insurance
         premiums and reimbursements or other expense allowances under a
         nonaccountable plan (as described in Treasury Regulation Section
         1.62-2(c)), but

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         excluding any "goods and services allowance" provided to certain
         expatriate staff members. "Compensation" shall be computed without
         regard to any election to reduce or defer salary under this Plan or any
         cafeteria plan under Section 125 of the Code. "Compensation" shall not
         include: (a) any Company Contributions to this Plan or any other
         employee benefit plan for or on account of the Employee, except as
         otherwise provided in the preceding sentence; (b) the items described
         in Treasury Regulation Section 1.415-2(d)(3), which, among other items,
         would exclude from compensation amounts realized from the exercise of a
         nonqualified stock option (or when restricted stock (or property) held
         by an Employee either becomes freely transferable or is no longer
         subject to a substantial risk of forfeiture under Section 83 of the
         Code) and amounts realized from the sale, exchange or other disposition
         of stock acquired under a qualified stock option; or (c) amounts in
         excess of the Compensation Limitation.

2.17     "Compensation Limitation" means the limitation in effect under Section
         401(a)(17) of the Code for the Plan Year.

2.18     "Disability" means that the Participant is determined, under Title II
         or XVI of the Social Security Act, to have been disabled prior to his
         or her termination of employment. The Participant must submit evidence
         of the Social Security Administration's determination of disability to
         the Company prior to any Disability distribution of the Participant's
         Accounts.

2.19     "Eligible Employee" means an Employee described in Section 3.3.

2.20     "Employee" means an individual who (a) is on the Payroll of a member of
         the Affiliated Group or (b) is a "leased employee" with respect to a
         member of the Affiliated Group. "Employee" shall not include a
         nonresident alien who receives no earned income (within the meaning of
         Section 911(b) of the Code) from a member of the Affiliated Group that
         constitutes income from sources within the United States (within the
         meaning of Section 861(a)(3) of the Code).

         The term "leased employee" means any person (other than an employee of
         the recipient) who pursuant to an agreement between the recipient and
         any other person ("leasing organization") has performed services for
         the recipient (or for the recipient and related persons determined in
         accordance with section 414(n)(6) of the Internal Revenue Code) on a
         substantially full time basis for a period of at least one year, and
         such services are performed under primary direction or control by the
         recipient. Contributions or benefits provided a leased employee by the
         leasing organization which are attributable to services performed for
         the recipient employer shall be treated as provided by the recipient
         employer. A leased employee shall not be considered an employee of the
         recipient if: (i) such employee is covered by a money purchase pension
         plan providing: (1) a nonintegrated employer contribution rate of at
         least 10 percent of compensation, as defined in section 415(c)(3) of
         the Code, but including amounts contributed pursuant to a salary
         reduction agreement which are excludable from the employee's gross
         income under section 125, section 402(e)(3), section 402(h)(1)(B) or
         section 403(b) of the Code, (2) immediate participation, and (3) full
         and immediate vesting; and (ii) leased employees

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         do not constitute more than 20 percent of the recipient's nonhighly
         compensated work force.

2.21     "Employee Contributions" means Participant Elected Contributions and
         Rollover Contributions.

2.22     "ERISA" means the Employee Retirement Income Security Act of 1974 (P.L.
         93-406), as amended.

2.23     "Excess Aggregate Contributions" which is a term used in specifying
         certain limitations on Plan contributions, is defined in Section 14.7.

2.24     "Excess Contributions" which is a term used in specifying certain
         limitations on Plan contributions, is defined in Section 13.9.

2.25     "Excess Deferrals" which is a term used in specifying certain
         limitations on Plan contributions, is defined in Section 13.9.

2.26     "Exchange Act" means the Securities Exchange Act of 1934, as amended,
         and regulations promulgated thereunder.

2.27     "Five-Year Break in Service" means five or more consecutive one-year
         Breaks in Service.

2.28     "Forfeiture" is defined in Section 7.2.

2.29     "Fund" or "Investment Fund" means a separate fund in which
         contributions to the Plan are invested in accordance with Article 6.

2.30     "Hardship Withdrawal" is a partial distribution of a Participant's
         Account made while he or she is an Employee and in the limited
         circumstances described in Section 11.2.

2.31     "Highly Compensated Employee" is defined in Article 12.

2.32     "Hour of Service" means:

         (a)      Each hour for which an Employee is directly or indirectly
                  paid, or entitled to payment, by a member of the Affiliated
                  Group for the performance of services;

         (b)      Each hour for which an Employee is directly or indirectly
                  paid, or entitled to payment, by a member of the Affiliated
                  Group on account of a period of time during which no services
                  are performed (without regard to whether the employment
                  relationship between the Employee and the member of the
                  Affiliated Group has terminated) due to vacation, holiday,
                  illness, incapacity, disability, layoff, jury duty, military
                  duty or leave of absence with pay; and

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         (c)      Each hour for which an Employee is directly or indirectly
                  paid, or entitled to payment of an amount as back pay (without
                  regard to mitigation of damages) either awarded or agreed to
                  by a member of the Affiliated Group.

                  The foregoing notwithstanding:

                  (1)      No more than 501 Hours of Service shall be credited
                           to an Employee under Subsection (b) or (c) above on
                           account of any single continuous period of time
                           during which no services are performed.

                  (2)      An hour for which an Employee is directly or
                           indirectly paid or entitled to payment by a member of
                           the Affiliated Group on account of a period during
                           which no services are performed shall not constitute
                           an Hour of Service hereunder if such payment is made
                           or due under a plan maintained solely for the purpose
                           of complying with applicable workers' compensation,
                           unemployment compensation or disability insurance
                           laws.

                  (3)      Hours of Service shall not be credited for payments
                           that solely reimburse an Employee for medical or
                           medically related expenses.

                  (4)      The same Hour of Service shall not be credited to an
                           Employee both under Subsection (a) or (b) and under
                           Subsection (c).

                  (5)      The computation period to which Hours of Service
                           determined under Subsection (b) or (c) are to be
                           credited shall be determined under applicable federal
                           law and regulations, including, without limitation,
                           Department of Labor Regulation Section
                           2530.200b-2(b), (c) and (d).

                  The Company shall determine the number of Hours of Service, if
                  any, to be credited to an Employee under the foregoing rules
                  in a uniform and nondiscriminatory manner and in accordance
                  with applicable federal laws and regulations, including,
                  without limitation, Department of Labor Regulation Section
                  2530.200b-3.

2.33     "Normal Retirement Age" means the date on which a Participant attains
         age 65.

2.34     "Participant" means any person who elects to participate in the Plan as
         provided in Article 3.

2.35     "Participating Company" means the Company, and any other member of the
         Affiliated Group that the Company has designated in writing as a
         Participating Company, as set forth on Appendix A.

2.36     "Payroll" means the system used by an entity to pay those individuals
         it regards as its employees for their services and to withhold federal
         income and employment taxes from the compensation it pays to such
         employees. "Payroll" does not include any system the entity uses to pay
         individuals whom it does not regard as its employees and for whom it

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         does not actually withhold federal income and employment taxes
         (including, but not limited to, individuals it regards as independent
         contractors, consultants or employees of temporary employment
         agencies).

2.37     "Plan" means the Amgen Retirement and Savings Plan, as amended from
         time to time.

2.38     "Plan Benefit" means the Participant's Accounts under the Plan, to the
         extent vested.

2.39     "Plan Year" means the calendar year.

2.40     "QDRO" means a qualified domestic relations order (as defined in
         Section 414(p) of the Code).

2.41     "Rollover Contribution" means an amount contributed to the Plan by an
         Eligible Employee pursuant to Section 4.5.

2.42     "Salary Deferral Agreement" means the agreement between the
         Participating Company and an Employee to reduce the Employee's
         Compensation as provided for in Article 4.

2.43     "Section 414(s) Compensation" which is a term used in specifying
         certain limitations on Plan contributions, is defined in Section 13.9.

2.44     "Section 415 Compensation" which is a term used in specifying certain
         limitations on Plan contributions, is defined in Section 15.5.

2.45     "Section 415 Employer Group" which is a term used in specifying certain
         limitations on Plan contributions, is defined in Section 15.5.

2.46     "Top-Paid Group" which is used in the definition of the term "Highly
         Compensated Employee", is defined in Section 12.4.

2.47     "Trust Agreement" means the trust agreement entered into pursuant to
         the Plan by the Company and the Trustee, as amended from time to time.

2.48     "Trustee" means the trustee or trustees appointed by the Company
         pursuant to the Plan to hold the assets of the Plan in trust, and any
         successor trustee(s) so appointed.

2.49     "Trust Fund" means the trust fund consisting of the assets of the Plan
         and maintained by the Trustee pursuant to the Plan and the Trust
         Agreement.

2.50     "Valuation Date" means the date on which the assets of the Plan are
         valued, determined in accordance with the Trust Agreement.

2.51     "Year of Service" means:

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         (a)      For purposes of vesting prior to January 1, 2002, each Plan
                  Year or portion thereof during which an Employee was credited
                  with at least 1,000 Hours of Service.

         (b)      For purposes of determining eligibility, the first
                  "computation period" in which the Employee completes at least
                  1,000 Hours of Service. An Employee's initial computation
                  period is the 12-consecutive-month period following the
                  Employee's employment commencement date. If the Employee does
                  not complete at least 1,000 Hours of Service during the first
                  computation period, subsequent computation periods are each
                  Plan Year, beginning with the Plan Year in which the first
                  anniversary of the Employee's employment commencement date
                  falls.

ARTICLE 3. ELIGIBILITY AND PARTICIPATION

3.1      Eligibility to Participate. An individual hired or rehired as an
         Employee shall be eligible to become a Participant on the date he or
         she becomes an Eligible Employee or on any subsequent date.

3.2      Commencement of Participation. An individual who has satisfied the
         requirements for Plan participation and wishes to become a Participant
         shall follow the enrollment procedures prescribed by the Company and
         shall begin participating in the Plan as soon as administratively
         practicable after completion of the enrollment procedures.

3.3      Eligible Employee means an Employee of a Participating Company who is
         described in (a) or (b) of this Section 3.3 and is not excluded under
         (c) of this Section 3.3. An individual's status as an Eligible Employee
         shall be determined by the Company and its determination shall be
         conclusive and binding on all persons.

         (a)      Regular Full-Time Employee. Unless excluded under (c) below,
                  an individual classified by a Participating Company as a
                  "regular full-time employee" is an Eligible Employee.

         (b)      Regular Part-Time Employee. Unless excluded under (c) below,
                  an individual classified by a Participating Company as a
                  "regular part-time employee" shall become an Eligible Employee
                  upon completion of a Year of Service.

         (c)      Excluded Individuals. An individual shall not be an Eligible
                  Employee for any period in which he or she is:

                  (1)      Included in a unit of employees covered by a
                           collective-bargaining agreement that does not provide
                           that such individual shall be eligible to participate
                           in the Plan;

                  (2)      Not on the Payroll of a Participating Company, even
                           though such person may be deemed, for any reason, to
                           be an employee;

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                  (3)      Subject to an oral or written agreement that provides
                           that such individual shall not be eligible to
                           participate in the Plan;

                  (4)      Employed by a non-U.S. subsidiary of the Company;

                  (5)      Classified by a Participating Company as a "leased
                           employee" (within the meaning of Section 414(n) of
                           the Code) with respect to such Participating Company
                           or would be so classified but for the
                           period-of-service requirement of Code Section
                           414(n)(2)(B); or

                  (6)      A temporary employee, independent contractor,
                           consultant, or any other person or entity for whom a
                           Participating Company does not withhold federal
                           income and employment taxes from such person's or
                           entity's compensation.

                  If, during any period, a Participating Company has not
                  regarded an individual as an Employee and, for that reason,
                  has not withheld employment taxes with respect to that
                  individual, then that individual shall not be an Eligible
                  Employee for that period, even in the event that the
                  individual is determined, retroactively, to have been an
                  Employee during all or any portion of that period.

3.4      Eligibility After Break in Service. An Eligible Employee who has
         incurred a Break in Service shall cease to be an Eligible Employee
         until he or she has again satisfied the eligibility conditions
         described in this Section after such Break in Service.

3.5      Suspension of Membership. A Participant's participation in the Plan
         shall be suspended for any period of time during which the Participant:

         (a)      Neither receives nor is entitled to receive any Compensation,
                  including (without limitation) any leave of absence without
                  pay; or

         (b)      Does not qualify as an Eligible Employee but remains a
                  Participant.

                  In accordance with Section 10.8 and 11.4, participation is
                  also suspended for 12 months if a Participant defaults on a
                  Plan loan or 6 months if a Participant takes a Hardship
                  Withdrawal. A Participant shall not make Participant Elected
                  Contributions or receive any allocation of Company
                  Contributions with respect to a period of suspended
                  participation, but a suspended Participant's Accounts shall
                  remain invested as a part of the Trust Fund and shall continue
                  to share in the gains, income, losses and expenses of the
                  Trust Fund.

3.6      Termination of Membership. A Participant's participation in the Plan
         shall terminate when his or her entire Plan Benefit has been
         distributed or on the date of his or her death, whichever occurs first.
         In the case of a Participant who is not entitled to a Plan Benefit,
         membership in the Plan shall terminate when the Participant ceases to
         be an Employee.

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3.7      Military Service. Notwithstanding any provision of the Plan to the
         contrary, contributions, benefits and service credit with respect to
         qualified military service will be provided in accordance with Code
         Section 414(u).

ARTICLE 4. EMPLOYEE CONTRIBUTIONS.

4.1      Participant Elected Contributions. Each Participant whose participation
         in the Plan is not suspended may make Participant Elected Contributions
         to the Trust Fund pursuant to a Salary Deferral Agreement that
         specifies the amount of the contribution. Subject to the limitations
         set forth in Section 4.4 and Articles 13-15, the amount of the
         Participant Elected Contributions shall be equal to any whole
         percentage of his or her Compensation, as the Participant shall elect,
         except that this whole percentage shall not exceed 30 percent of his or
         her Compensation. Participant Elected Contributions shall be made
         through payroll deductions from the Participant's Compensation. If a
         Participant elects to make Participant Elected Contributions, the
         contributions shall be deemed to be employer contributions to the Plan
         for federal income tax purposes and, to the extent permitted, for
         purposes of other federal, state and local taxes. A Participant's
         election to make Participant Elected Contributions shall constitute an
         election to have the Participant's taxable salary or wages from the
         Participating Company reduced by the amount of the Participant Elected
         Contributions.

         Notwithstanding any provision of this Section 4.1 to the contrary, with
         respect to any Eligible Employee who is hired or rehired by the Company
         on or after January 1, 2004, the Company may establish uniform and
         nondiscriminatory procedures pursuant to which a specified percentage
         of such Eligible Employee's Compensation is automatically contributed
         to the Plan as Participant Elected Contributions, unless such Eligible
         Employee affirmatively elects to not to make Participant Elected
         Contributions.

4.2      Suspension, Change and Resumption of Participant Elected Contributions.
         A Participant may elect to suspend or change the rate of Participant
         Elected Contributions and, having elected to suspend Participant
         Elected Contributions, may elect to resume them. Any such election
         shall be made by following the procedures prescribed by the Company,
         which election shall be put into effect at the time prescribed by the
         Company's procedures.

4.3      Contributions to the Trustee. The Participating Companies shall forward
         all Employee Contributions to the Trustee, for investment in the Trust
         Fund, as soon as administratively possible after they were withheld.
         Employee Contributions shall be credited to each Participant's Accounts
         as provided in Sections 6.3 and 6.4.

4.4      Limits on Participant Elected Contributions. This Section briefly
         describes the rules that limit the amount of Participant Elected
         Contributions that may be contributed to a Participant's Account for
         the Plan Year or calendar year.

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         (a)      Compensation Limit. A Participant may not make further
                  Participant Elected Contributions for the Plan Year once his
                  or her Compensation reaches the Compensation Limitation.

         (b)      Annual Deferral Limit. As is described in detail in Article
                  13, a Participant's Participant Elected Contributions,
                  together with certain other elective deferrals, made during a
                  calendar year may not exceed the Annual Deferral Limit, as
                  defined in Section 13.9(b).

         (c)      Average Deferral Percentage Limit. As is described in detail
                  in Article 13, Participant Elected Contributions may be
                  returned to certain Participants who are Highly Compensated
                  Employees in the event that the average deferral percentage
                  test is not met for the Plan Year.

         (d)      Section 415 "Annual Additions" Limit. As is described in
                  detail in Article 15, if amounts credited to a Participant's
                  Accounts during the Plan Year, other than earnings and
                  Rollover Contributions, exceed the Section 415 "Annual
                  Additions" limit, then Participant Elected Contributions may
                  be returned to the Participant.

         (e)      Prospective Limitations. In order to ensure compliance with
                  the average deferral percentage test and the Annual Additions
                  limit, at any time during the Plan Year and at its sole
                  discretion, the Company may require any Participant to
                  discontinue or reduce the rate of his or her Participant
                  Elected Contributions. The Company may require the
                  discontinuance or reduction in the rate of Participant Elected
                  Contributions even if its actions may prevent a Participant
                  from making the maximum Participant Elected Contributions
                  allowed by law.

         (f)      Nondeductible and Mistaken Contributions. As is described in
                  detail in Section 5.6(e), Participant Elected Contributions
                  that are not deductible by the Company or that are made by
                  mistake are returned to the Company.

4.5      Rollover Contributions. The Plan may receive Rollover Contributions on
         behalf of an Eligible Employee if the following conditions are
         satisfied:

         (a)      The contribution is made entirely in the form of U.S. dollars;
                  and

         (b)      The Eligible Employee demonstrates to the Company's
                  satisfaction that the contribution is a qualifying rollover
                  contribution under Section 402(c)(4), 403(a)(4), 457(e)(16) or
                  408(d)(3) of the Code.

         If an Eligible Employee who is not a Participant makes a Rollover
         Contribution, then he or she shall be considered a Participant solely
         with respect to his or her Rollover Contribution Account until he or
         she becomes a Participant for all purposes pursuant to Article 3.

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         A Rollover Contribution shall be paid to the Plan in a lump sum in cash
         and shall be credited to the Participant's Rollover Account. The
         Participant may direct the investment of his or her Rollover Account by
         filing the specified investment election form in accordance with such
         rules as may be established by the Company.

4.6      Catch-up Contributions. All Participants who are eligible to make
         Participant Elected Contributions under this Plan and who have attained
         age 50 before the close of the Plan Year shall be eligible to make
         catch-up contributions in accordance with, and subject to the
         limitations of, Section 414(v) of the Code. Catch-up contributions
         shall be equal to any whole percentage of the Participant's
         Compensation, except that this whole percentage shall not exceed 30%
         (50% for Plan Years beginning on or after January 1, 2004) of his or
         her Compensation. Catch-up contributions shall not be taken into
         account for purposes of Matching Contributions under Section 5.1 of the
         Plan. Such catch-up contributions shall not be taken into account for
         purposes of the provisions of the Plan implementing the required
         limitations of Sections 402(g) and 415 of the Code. The Plan shall not
         be treated as failing to satisfy the provisions of the Plan
         implementing the requirements of Section 401(k)(3), 401(k)(11),
         401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the
         making of such catch-up contributions.

ARTICLE 5. COMPANY CONTRIBUTIONS.

5.1      Matching Contributions. Subject to the limitations of Section 4.6,
         Section 5.6 and Articles 13-15, each Participating Company may, in its
         discretion, make Matching Contributions in an amount determined by the
         Participating Company. A Matching Contributions formula may limit the
         amount of Participant Elected Contributions that are taken into account
         for purposes of allocating Matching Contributions or may limit
         allocations of Matching Contributions to a specified group of
         Participants; provided, however, that the Matching Contribution
         formula(s) shall not discriminate in favor of Highly Compensated
         Employees. A Matching Contribution shall be paid to the Trustee as soon
         as reasonably practicable after the pay period to which it relates and
         shall be allocated to the Accounts of Participants as provided in
         Section 6.5.

5.2      Nonelective Contributions. Subject to the limitations in Section 5.6
         and Articles 13-15, each Participating Company may, in its discretion,
         make Nonelective Contributions in an amount determined by the
         Participating Company. Such Nonelective Contributions shall be
         allocated to each Participant in the ratio that such Participant's
         Compensation bears to the Compensation of all Participants. The
         Company, in its sole discretion, may determine that the allocation of
         part or all of the Nonelective Contribution for a Plan Year shall be
         limited to the Nonelective Contribution Accounts of Participants who
         remain Eligible Employees on the last day of the relevant Plan Year.
         The Company may limit the amount of Compensation that is taken into
         account for purposes of allocating Nonelective Contributions, and it
         may determine that allocations of Nonelective Contributions shall be
         limited to a specified group of Eligible Employees; provided, however,
         that the Nonelective Contribution formula(s) shall not discriminate in
         favor of Highly Compensated Employees. For purposes of allocating such
         Nonelective Contributions for any Plan Year or other allocation period
         based on an Employee's Compensation, only

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         Compensation attributable to periods in such Plan Year or other
         allocation period during which such Employee was an Eligible Employee
         shall be taken into account. Nonelective Contributions shall be paid to
         the Trustee as soon as reasonably practicable following the close of
         the pay period to which it relates and shall be allocated to the
         Accounts of Participants as provided in Section 6.6.

         Notwithstanding the foregoing and subject to the limitations in Section
         5.6 and Articles 13-15, each Participating Company may, in its
         discretion, make a special Nonelective Contribution to each Participant
         who in his or her initial year of employment with the Participating
         Company may not make the maximum Participant Elected Contributions
         permitted under the Plan because in the same Plan Year he or she
         previously made pre-tax salary deferrals under a prior, unrelated
         employer's qualified plan. The amount of the special Nonelective
         Contribution shall be determined by the Participating Company. Such
         Nonelective Contributions shall be allocated as a percent of each
         eligible Participant's Compensation. The special Nonelective
         Contribution shall only be made on behalf of Participants that are
         Nonhighly Compensated Employees (as defined in Section 12.3).

         Nonelective Contributions may include a core contribution equal to a
         specified percentage of Compensation to be made by the Company for each
         payroll period during the Plan Year.

5.3      Qualified Nonelective Contributions. The Participating Companies may
         make Qualified Nonelective Contributions pursuant to Article 13.6.

5.4      Qualified Matching Contributions. The Participating Companies may make
         Qualified Matching Contributions in an amount determined by the
         Participating Company. The Participating Company may, in its sole
         discretion, limit the amount of Participant Elected Contributions that
         are taken into account for purposes of allocating Qualified Matching
         Contributions, or it may determine that allocations of Qualified
         Matching Contributions shall be limited to a specified group of
         Eligible Employees; provided, however, that the Qualified Matching
         Contribution formula(s) shall not discriminate in favor of Highly
         Compensated Employees. Qualified Matching Contributions shall be paid
         to the Trustee as soon as reasonably practicable following the date as
         of which they are allocated.

5.5      Investment of Company Contributions. The Trustee shall invest the
         Company Contributions it receives in accordance with Section 6.2.

5.6      Limits on Company Contributions. This Section briefly describes the
         rules that limit the amount of Company Contributions that may be
         contributed to a Participant's Account for the Plan Year.

         (a)      Compensation Limit. A Company Contribution that is expressed
                  as a percentage of a Participant's Compensation may not be
                  based on Compensation in excess of the Compensation Limit in
                  effect for the Plan Year.

                                       12
<PAGE>

         (b)      Average Contribution Percentage Limit. As is described in
                  detail in Article 14, Matching Contributions, Qualified
                  Matching Contributions or Qualified Nonelective Contributions
                  may be returned to certain Participants who are Highly
                  Compensated Employees in the event that the average
                  contribution percentage test is not met for the Plan Year.

         (c)      Section 415 "Annual Additions" Limit. As is described in
                  detail in Article 15, if amounts credited to a Participant's
                  Accounts during the Plan Year, other than earnings and
                  Rollover Contributions, exceed the limitation on Annual
                  Additions, then Company Contributions may be returned to the
                  Participant.

         (d)      Prospective Limitations. In order to ensure compliance with
                  the average contribution percentage test and the Annual
                  Additions limit, at any time during the Plan Year and at its
                  sole discretion the Company may reduce or discontinue
                  allocations of Company Contributions to any Participant's
                  Account. The Company may implement this reduction or
                  discontinuance of allocations of Company Contributions even if
                  its action may prevent a Participant from receiving the
                  maximum allocations to his or her Account allowed by law.

         (e)      Nondeductible or Mistaken Contributions. Any other provision
                  of the Plan notwithstanding, Company Contributions and
                  Participant Elected Contributions are conditioned upon their
                  deductibility under Section 404 of the Code and the
                  qualification of the Plan under Section 401(a) of the Code. If
                  the deductibility of a Company Contribution or Participant
                  Elected Contribution is denied, the amount for which a
                  deduction is disallowed (reduced by any losses incurred with
                  respect to such amount) shall be returned to the Participating
                  Companies within one year after the disallowance of the
                  deduction. If a Company Contribution or Participant Elected
                  Contribution is made to the Plan by reason of a mistake of
                  fact, the amount contributed by reason of such mistake
                  (reduced by any losses incurred with respect to such amount)
                  shall be returned to the Participating Companies within one
                  year after the date such contribution was made.

ARTICLE 6. INVESTMENTS AND PARTICIPANTS' ACCOUNTS.

6.1      Investment Funds. All contributions to the Plan made pursuant to
         Articles 4 and 5 shall be paid to the Trust Fund established under the
         Plan. All such contributions shall be invested as provided under the
         terms of the Trust Agreement, which may include provision for the
         separation of assets into separate Investment Funds, including a
         Company Stock Fund.

6.2      Investment of Contributions. Employee Contributions and Company
         Contributions shall be apportioned among one or more of the Investment
         Funds as the Participant may specify according to the procedures
         prescribed by the Company; provided, however, that a Participant may
         direct a maximum of 50 percent of Employee Contributions, Rollover
         Contributions and Company Contributions to be invested in the Company
         Stock Fund. In the event that a Participant fails to make an investment
         election, contributions allocated to

                                       13
<PAGE>

         his or her Accounts shall be invested in accordance with procedures
         prescribed by the Company. A Participant may elect to change the
         investment instructions with respect to future contributions according
         to the procedures prescribed by the Company.

6.3      Participant Elected Contributions Account. A Participant's Participant
         Elected Contribution Account shall consist of his or her Participant
         Elected Contributions, adjusted to reflect transfers and withdrawals
         from such Participant Elected Contributions Account and earnings,
         gains, expenses and losses attributable to the Investment Fund(s) in
         which the contributions are invested.

6.4      Rollover Contributions Account. A Participant's Rollover Contributions
         Account shall consist of his or her Rollover Contributions, adjusted to
         reflect transfers and withdrawals from such Rollover Contributions
         Account and earnings, gains, expenses and losses attributable to the
         Investment Fund(s) in which the contributions are invested.

6.5      Matching Contributions Account. A Participant's Matching Contributions
         Account shall consist of his or her Matching Contributions, adjusted to
         reflect transfers and withdrawals from such Matching Contributions
         Account and earnings, gains, expenses and losses attributable to the
         Investment Fund(s) in which the contributions are invested. Matching
         Contributions, determined under Section 5.1, shall be allocated to the
         Matching Contributions Account of each Participant who is entitled to a
         Matching Contribution pursuant to Section 5.1. Matching Contributions
         shall be allocated as of the last day of the period for which the
         Participant received Compensation with respect to which the Matching
         Contribution is made.

6.6      Nonelective Contributions Account. A Participant's Nonelective
         Contributions Account shall consist of his or her Nonelective
         Contributions, adjusted to reflect transfers and withdrawals from such
         Nonelective Contributions Account and earnings, gains, expenses and
         losses attributable to the Investment Fund(s) in which the
         contributions are invested. The Nonelective Contribution of a
         Participating Company, determined under Section 5.2, shall be allocated
         to the Nonelective Contribution Accounts of each Participant who is an
         Eligible Employee of the Participating Company on the date as of which
         the Nonelective Contribution is allocated. The Nonelective Contribution
         of a Participating Company shall be allocated to each Participant
         entitled to an allocation of such Nonelective Contribution in the
         proportion that such Participant's Compensation, while he or she was an
         Eligible Employee, bears to the Compensation of all Participants
         entitled to an allocation of the Participating Company's Nonelective
         Contribution. Allocations of Nonelective Contributions shall be made as
         of each payroll period.

6.7      Qualified Nonelective Contributions Account. A Participant's Qualified
         Nonelective Contributions Account shall consist of his or her Qualified
         Nonelective Contributions, adjusted to reflect transfers and
         withdrawals from such Qualified Nonelective Contributions Account and
         earnings, gains, expenses and losses attributable to the Investment
         Fund(s) in which the contributions are invested.

                                       14
<PAGE>

6.8      Qualified Matching Contributions Account. A Participant's Qualified
         Matching Contributions Account shall consist of his or her Qualified
         Matching Contributions, adjusted to reflect transfers and withdrawals
         from such Qualified Matching Contributions Account and earnings, gains,
         expenses and losses attributable to the Investment Fund(s) in which the
         contributions are invested.

6.9      Transfers Among Investment Funds. A Participant may elect to
         reapportion the values of his or her Accounts among Investment Funds by
         properly following procedures prescribed by the Company. The Company's
         procedures by which a Participant may elect to transfer amounts into or
         out of the Company Stock Fund shall be drafted to provide notice to
         Participants if such an election would cause a Participant to have a
         purchase or sale of Company Stock which is not exempt from potential
         short-swing trading profits liability under Section 16(b) of the
         Exchange Act by virtue of the application of Rule 16b-3 (promulgated
         under Section 16 of the Exchange Act) as in effect from time to time.
         As of the effective date of this amended and restated Plan, such
         liability may arise if such election is made by a Participant (or
         successor in interest) who is an officer, director, or greater than 10%
         stockholder of the Company (within the meaning of Section 16 of the
         Exchange Act and the rules promulgated thereunder) within six months
         following the date of the most recent election made under any employee
         benefit plan sponsored by the Company or an Affiliate if (a) both
         elections involved either an intra-plan transfer involving a fund
         invested in the Company's equity securities or a cash distribution from
         the employee benefit plan to the Participant (or successor in interest)
         funded by a volitional disposition of the Company's equity securities,
         (b) the prior election involved an acquisition of the Company's equity
         securities if the current election involves a disposition of the
         Company's equity securities, or vice versa, and (c) both elections are
         made at the volition of the Participant (or successor in interest) not
         in connection with the Participant's death, disability, retirement,
         termination of employment, or an election which is required to be made
         available under a provision of the Code. Such a volitional election
         (considering without regard as to whether or not any similar elections
         have occurred within six months of such an election) shall be described
         as a "Discretionary Transaction." On and after July 1, 1996, transfers
         into the Company Stock Fund shall be limited so that, after any such
         transfer, no more than 50% of the value of the Participant's aggregate
         Account is invested in the Company Stock Fund. For purposes of carrying
         out Investment Fund transfers, the value of the Accounts shall be
         determined as of the Valuation Date immediately preceding the
         Participant's transfer election.

6.10     Allocation of Investment Income. As soon as reasonably practicable
         after each Valuation Date, and within 90 days after the removal or
         resignation of the Trustee, the Trustee shall value the assets of the
         Trust Fund on the basis of fair market value as of the Valuation Date
         (or the day of resignation or removal of the Trustee if it is not a
         Valuation Date). Where separate Investment Funds have been established
         pursuant to Section 6.1, the Trustee shall value each such Investment
         Fund separately.

6.11     Account Statements. As soon as practicable after the last day of each
         Plan Year (and after such other dates as the Company may determine),
         there shall be prepared and

                                       15
<PAGE>

         delivered to each Participant a written statement showing the fair
         market value of his or her Accounts as of the applicable date and such
         other information as the Company may determine.

ARTICLE 7. VESTING OF PARTICIPANTS' ACCOUNTS.

7.1      100 Percent Vesting. Except for those Participants whose employment
         with a member of the Affiliated Group was terminated on or prior to
         December 31, 2001, a Participant's interest in all of his or her
         Participant Elected Contributions Account, Qualified Matching
         Contributions Account, Qualified Nonelective Contributions Account,
         Rollover Contributions Account, Matching Contributions Account and
         Nonelective Contributions Account shall be 100% vested and
         nonforfeitable at all times.

7.2      Forfeitures. If a Participant ceased to be an Employee prior to January
         1, 2002, at a time when he or she was not yet fully vested in his or
         her Nonelective Contributions Account or Matching Contributions
         Account, the unvested amount of his or her Nonelective Contributions
         Account and Matching Contributions Account constituted a Forfeiture for
         the Plan Year in which employment terminated, provided that the
         Participant requested a distribution of the vested amount in his or her
         Accounts. Such Forfeitures were applied to reduce Nonelective
         Contributions and Matching Contributions for the Plan Year. If such a
         Participant is rehired as an Employee prior to incurring a Five-Year
         Break in Service, then the amount of the Forfeiture shall be restored,
         without earnings, and such Participant shall have a fully vested
         interest in the restored amount. If the Participant is rehired after
         incurring a Five-Year Break in Service such reemployment shall have no
         effect on the prior Forfeiture and such amount shall be permanently
         forfeited. To the extent that Forfeitures for the Plan Year in which
         the Participant is rehired are insufficient to reinstate the rehired
         Participant's Forfeiture, then the appropriate Participating Company
         shall make a special contribution in the amount required to reinstate
         the Forfeiture.

         In the event the Participant's service with the Affiliated Group
         terminated prior to January 1, 2002 and no payment of the Participant's
         nonforfeitable interest was made, the forfeitable amount of the
         Participant's interest shall be permanently forfeited after the
         Participant has incurred a Five-Year Break in Service, as of a
         Valuation Date determined in a uniform and consistent manner by the
         Company. In the event the Participant returns to the service of the
         Affiliated Group before incurring a Five-Year Break in Service, the
         Participant's Accounts shall become fully vested upon such return to
         service.

7.3      Determination of Account Balance. Whenever a Participant or his or her
         Beneficiary is entitled to receive the entire amount or a percentage of
         his or her Account balance, the amount of such balance (including the
         value of any Company Stock held in his or her Account) shall be the
         amount in (or value of) such Account as of the Valuation Date
         immediately preceding the date of distribution.

7.4      Lost Participant or Beneficiary. In the event that a Beneficiary or
         Participant cannot be located at the time a benefit is payable from the
         Plan to him or her, then at the close of

                                       16
<PAGE>

         the 12-consecutive-month period following the date on which the amount
         became payable, the amount shall be treated as a Forfeiture. Such a
         Forfeiture shall nevertheless be reinstated, without interest, if the
         Participant or Beneficiary subsequently is located and makes a valid
         claim for the benefit.

ARTICLE 8. DISTRIBUTION OF PLAN BENEFIT.

8.1      General Rule. All distributions under the Plan shall be made in
         accordance with Section 401(a)(9) of the Code, including the minimum
         distribution incidental death benefit requirement of Code Section
         401(a)(9)(G), and Treasury Regulation Sections 1.401(a)(9)-2 through
         1.401(a)(9)-9. Such regulations are incorporated in the Plan by
         reference and shall supersede any other provision of the Plan to the
         contrary.

8.2      Events Permitting Distribution. No distribution may be made of any
         amounts credited to a Participant's Accounts except:

         (a)      After the Participant's death, Disability or termination of
                  employment for any other reason;

         (b)      On or after termination of the Plan, provided that (i) neither
                  the Participating Company nor any Affiliate of the
                  Participating Company maintains a successor defined
                  contribution plan (other than an employee stock ownership
                  plan) and (ii) the Participant's distribution is made in the
                  form of a lump sum; or

         (c)      As required by applicable law or in connection with a QDRO, as
                  provided in Article 9, or an in-service withdrawal, as
                  provided in Article 11.

8.3      Time of Distribution.

         (a)      Except as provided in Sections 8.5, 8.7 and 8.8, and unless a
                  Participant elects otherwise, the distribution of a
                  Participant's Plan Benefit under Section 8.6 shall occur or
                  commence not later than sixty (60) days after the close of the
                  Plan Year in which occurs the later of (i) the Participant's
                  attainment of Normal Retirement Age or (ii) the Participant's
                  termination of employment.

         (b)      A Participant who terminates employment prior to Normal
                  Retirement Age may elect to receive or commence receipt of his
                  or her Plan Benefit at any reasonable time after termination
                  of employment, but in no event later than the Required
                  Beginning Date (as defined in Section 8.5). If the Participant
                  terminates employment on or after Normal Retirement Age,
                  distribution of his or her Plan Benefit shall commence not
                  later than one (1) year after the end of the Plan Year in
                  which such termination of employment occurs unless the
                  Participant elects to defer payment to a future date, but not
                  later than his or her Required Beginning Date. An election
                  under this Subsection must be made in writing during the
                  ninety (90) day period before the date the distribution is to
                  occur or commence. Such election must not be made before the
                  Participant receives a notice describing

                                       17
<PAGE>

                  the material features of the Plan, explaining the relative
                  values of the optional forms of benefit available, and
                  informing the Participant of his or her right (if applicable)
                  to defer receipt of his distribution until his Required
                  Beginning Date, in a manner that satisfies the notice
                  requirements of Section 417(a)(3) of the Code. Such notice
                  shall be provided by the Company not less than thirty (30)
                  days and not more than ninety (90) days before the
                  Participant's distribution is to occur or commence; provided,
                  however, such notice may be provided less than thirty (30)
                  days before distribution is to occur or commence provided that
                  the Participant is notified that he or she has at least thirty
                  (30) days to consider the distribution options and the
                  Participant elects to waive the thirty (30) day period. The
                  notice shall be furnished in writing or through electronic
                  medium reasonably accessible to the Participant.

8.4      Amount of Plan Benefit. A Participant's Plan Benefit shall consist of
         the Participant's entire interest in his or her Accounts.

8.5      Latest Time of Distribution. In no event shall a Participant's Plan
         Benefit be distributed later than his or her "Required Beginning Date,"
         which is April 1 of the calendar year following the calendar year in
         which occurs the later of (a) the Participant's attainment of age
         seventy and one-half (70 1/2), or (b) the Participant's retirement
         (within the meaning of Code Section 401(a)(9)); provided, however, if
         the Participant is a five percent owner (as defined in Section 416(i)
         of the Code) with respect to the Plan Year during which the Participant
         attains age 70 1/2, clause (b) shall not apply.

8.6      Forms of Distribution.

         (a)      A Participant's Plan Benefit shall be distributed in any of
                  the following forms that he or she elects:

                  (1)      A single sum cash distribution;

                  (2)      A single sum distribution in full shares of Company
                           Stock (with the value of any fractional share paid in
                           cash);

                  (3)      A single sum distribution paid in a combination of
                           cash and full shares of Company Stock; or

                  (4)      Cash installments paid at least annually over a
                           period certain not exceeding the life expectancy of
                           the Participant or the joint life expectancy of the
                           Participant and his or her designated Beneficiary.
                           All life expectancies shall be determined not later
                           than the date when payments commence and shall not be
                           redetermined thereafter. The amount of each
                           installment payment shall be determined by dividing
                           the remaining years in the period certain by the
                           value of the Participant's Account.

                                       18
<PAGE>

         (b)      If, by the time for the distribution of a Participant's Plan
                  Benefit in accordance with the foregoing provisions of this
                  Article 8, the Participant has not made any election as to the
                  form of the distribution, payment of his or her Plan Benefit
                  shall be made in the form of a single sum cash distribution.

         (c)      To the extent that a distribution is to be made in a number of
                  shares of Company Stock that exceeds the number of shares in
                  the Participant's Account under the Company Stock Fund,
                  amounts in one or more other Investment Funds comprising the
                  Participant's Account shall be applied to purchase the
                  required additional shares of Company Stock at their fair
                  market value at the time of purchase.

         (d)      The Company shall establish procedures to notify a Participant
                  (or successor in interest) if any election regarding the form
                  or timing of distribution of benefits from the Plan involving
                  the Company Stock Fund constitutes a Discretionary Transaction
                  (as defined in Section 6.9) which may trigger short-swing
                  trading profits liability for the Participant (or successor in
                  interest) under Section 16(b) of the Exchange Act. In such an
                  event, the person making the election shall be provided with a
                  reasonable opportunity to modify, delay, or revoke such an
                  election.

8.7      Time of Distribution of Death Benefit. If a Participant dies before
         commencing his or her Plan Benefit, then the Participant's Beneficiary
         shall be entitled to receive the Plan Benefit pursuant to this Section
         8.7. (Section 8.10 provides that the surviving spouse of a married
         Participant shall be his or her Beneficiary, unless the Participant,
         with the spouse's consent, has otherwise elected prior to his or her
         death.) The Participant's Plan Benefit shall be distributed to the
         Participant's Beneficiary in a lump sum no later than December 31 of
         the calendar year following the year of the Participant's death,
         subject to the following:

         (a)      If the Beneficiary is the Participant's surviving spouse, then
                  such surviving spouse may elect to defer distribution of the
                  Participant's Plan Benefit until a later date, but in no event
                  later than the date that the Participant would have attained
                  age 70-1/2.

         (b)      If the Beneficiary is a child of the Participant who is under
                  the age of 18 at the time of the Participant's death, then
                  such Beneficiary may elect to defer distribution of the
                  Participant's Plan Benefit until a later date, but in no event
                  later than the later of the Beneficiary's attainment of age 18
                  or five (5) years after the Participant's death.

         If the Participant dies after commencing benefits but before all
         installments have been made, the Participant's remaining Account
         balance shall be paid to his or her Beneficiary in a single lump sum as
         soon as practicable after the Participant's death; provided, however,
         if the Beneficiary is the Participant's surviving spouse, such
         surviving spouse

                                       19
<PAGE>

         may elect to continue to receive installments payable at the same times
         and in the same amounts as would have been payable to the Participant.
         Notwithstanding any provision of the Plan to the contrary, if a
         Participant dies after commencing installments but before his or her
         entire Account has been distribution, the remaining portion of such
         Account will be distributed at least as rapidly as under the method of
         distribution being used on the date of the Participant's death.

8.8      Small Benefits: Lump Sum. Any other provision of this Article
         notwithstanding, if the value of a Participant's entire Plan Benefit
         equals $5,000 or less (including a Plan Benefit of $0) before the first
         payment of the Plan Benefit is made, then the Plan Benefit shall be
         paid (or deemed paid if the Plan Benefit is $0) as soon as reasonably
         practicable after the Participant's termination of employment to the
         Participant (or to his or her Beneficiary in the case of the
         Participant's death) in a single lump sum in cash. For purposes of this
         section, the value of a Participant's Plan Benefit shall be determined
         without regard to that portion of the Participant's Account that is
         attributable to Rollover Contributions (and earnings allocable
         thereto).

8.9      Direct Rollovers. A "Distributee" who is a Participant, an Alternate
         Payee under a QDRO or a Beneficiary who is a deceased Participant's
         surviving spouse may elect to have a distribution of a Plan Benefit
         paid directly to the Eligible Retirement Plan (defined in Subsection
         (a) below) specified by the Distributee in a Direct Rollover, except to
         the extent that the distribution is not an Eligible Rollover
         Distribution (defined below in Subsection (b)).

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

         (b)      Definition of 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 the joint lives (or joint life expectancies) of
                  the Distributee and the Distributee's designated beneficiary,
                  or for a specified period of 10 years or more; (2) any
                  distribution to the extent the distribution is required under
                  Section 401(a)(9) of the Code; or (3) any amount that is
                  distributed on account of hardship

                                       20
<PAGE>

                  shall not be an eligible rollover distribution and the
                  Distributee may not elect to have any portion of such a
                  distribution paid directly to an eligible retirement plan. A
                  distribution shall not fail to be an Eligible Rollover
                  Distribution merely because a portion of it consists of
                  after-tax deposits; provided such portion may be rolled over
                  only to an individual retirement account or annuity described
                  in Section 408(a) or (b) of the Code, or to a qualified
                  defined contribution plan described in Section 401(a) or
                  403(a) of the Code that agrees to separately account for the
                  amounts so transferred, including separately accounting for
                  the portion of such distribution that is includible in gross
                  income and the portion which is not so includible.

8.10     Beneficiary. Subject to Section 8.11, a Participant's Beneficiary shall
         be the person(s) so designated by the Participant. If the Participant
         has not made an effective designation of a Beneficiary, or if the named
         Beneficiary is not living when a distribution is to be made, then (a)
         the then-living spouse of the deceased Participant shall be the
         Beneficiary or (b) if none, the then-living children of the deceased
         Participant shall be the Beneficiaries in equal shares or (c) if none,
         the then-living parents of the deceased Participant shall be the
         Beneficiaries in equal shares, or (d) if none, the then-living brothers
         and/or sisters of the deceased Participant shall be the Beneficiaries
         in equal shares, or (e) if none, the estate of the Participant shall be
         the Beneficiary. The Participant may change his or her designation of a
         Beneficiary from time to time. Any designation of a Beneficiary (or an
         amendment or revocation thereof) shall be effective only if it is made
         according to the procedures prescribed by the Company and is received
         by the Participating Company prior to the Participant's death.

8.11     Spousal Consent Needed to Name a Nonspouse Beneficiary. Any other
         provision of the Plan notwithstanding, in the case of a married
         Participant, any designation of a person other than his or her spouse
         as Beneficiary shall be effective only if the spouse consents in
         writing to the designation. The spouse's consent shall be witnessed by
         a notary public or, if permitted by the Company, by a representative of
         the Plan. A consent to a designation of a particular Beneficiary, once
         given by the spouse, shall not be revocable by that spouse. The
         designation of a particular Beneficiary may not be changed without
         further spousal consent (unless the consent or a prior consent
         expressly permits designations by the Participant without any
         requirement of further consent by the spouse). The spouse's consent
         shall not be required if the Participant establishes to the Company's
         satisfaction that the spouse's consent cannot be obtained because the
         spouse cannot be located or because of other reasons deemed acceptable
         under applicable regulations. The Company may require such evidence of
         the right of any person to receive payment under this Section as the
         Company may deem advisable. The Company's determination of the right
         under this Section of any person to receive payment shall be
         conclusive.

8.12     Determination of Marital Status. Whether a Participant is married shall
         be determined by the Company as of the date when distribution is to be
         made.

                                       21
<PAGE>

8.13     Incapacity. If, in the Company's opinion, a Participant or Beneficiary
         for any reason is incompetent or becomes unable to handle properly any
         property distributable to him or her under the Plan, then the Company
         may make any arrangements that it determines to be beneficial to the
         Participant or Beneficiary for the distribution of such property on his
         or her behalf, including (without limitation) the distribution of such
         property to the guardian, conservator, spouse or dependent(s) of the
         Participant or Beneficiary.

ARTICLE 9. DISTRIBUTION TO AN ALTERNATE PAYEE UNDER A QDRO; FREEZING PARTICIPANT
           ACCOUNTS

9.1      Immediate Distribution.

         (a)      Any distribution to an Alternate Payee of all or some portion
                  of a Participant's Accounts pursuant to a qualified domestic
                  relations order, shall be made as soon as reasonably
                  practicable after the order is determined to be a QDRO, if:

                  (1)      The QDRO specifies such time of distribution; or

                  (2)      The Alternate Payee has consented in writing to such
                           time of distribution.

         (b)      Notwithstanding the foregoing, in determining the award to an
                  Alternate Payee under a QDRO, the award to the Alternate Payee
                  shall be derived solely from a portion of the Participant's
                  vested Accounts in the Plan as of the Valuation Date provided
                  in the QDRO.

9.2      Alternate Payee Accounts. In all cases where Section 9.1 above is not
         applicable, separate "Alternate Payee Accounts" shall be established
         for the Alternate Payee at such time as the Company shall determine.
         The portion of each of the Participant's Accounts that was assigned or
         made payable to the Alternate Payee by the QDRO shall be transferred to
         such Alternate Payee Accounts. Unless the QDRO otherwise provides, the
         transfers to the Alternate Payee Accounts shall be made pro rata from
         the Participant's Accounts. Alternate Payees may change the investment
         of their Alternate Payee Accounts pursuant to Section 6.9. Alternate
         Payees may not take loans or make withdrawals from their Alternate
         Payee Accounts under Articles 10 and 11. Alternate Payees may not make
         any contributions to their Alternate Payee Accounts.

9.3      Freezing Participant Accounts. As soon as practicable after the date
         the Plan Administrator receives credible information that a qualified
         domestic relations order, pursuant to Code Section 414(p) and ERISA
         Section 206(d)(3), may be forthcoming, the Plan Administrator shall
         freeze the relevant Participant's Accounts for a reasonable period of
         time to permit the Participant and/or Alternate Payee to obtain a
         domestic relations order. As soon as practicable after the date the
         Plan Administrator receives a domestic relations order, the Plan
         Administrator shall freeze the relevant Participant's Accounts for a
         period of up to 18 months to allow for a determination of whether the
         domestic relations order meets the requirements of a qualified domestic
         relations order as defined in Code Section 414(p) and ERISA Section
         206(d)(3). To the extent that a

                                       22
<PAGE>

         Participant's Accounts are frozen, no loans, withdrawals or
         distributions are permitted from such Accounts.

9.4      Death of Alternate Payee. In all cases, if an Alternate Payee dies
         prior to the time that Alternate Payee has received all or any portion
         of the benefits assigned to the Alternate Payee by a QDRO, the benefits
         shall be paid to the Beneficiary(ies) designated by Alternate Payee on
         forms provided by the Plan Administrator for this purpose. If Alternate
         Payee has not made an effective designation of Beneficiary or if the
         designated Beneficiary is not living when a distribution is to be made,
         the entire balance in his or her Alternate Payee Accounts shall be
         distributed to his or her estate (unless the QDRO otherwise provides).

9.5      Distributions From Alternate Payee Accounts. Distributions to Alternate
         Payees from their Alternate Payee Accounts shall be made as soon as
         reasonably practicable after the Plan Administrator's receipt of
         completed distribution forms provided by the Plan Administrator for
         this purpose.

9.6      Expenses Related to QDRO. The Plan Administrator may elect, on a
         uniform and nondiscriminatory basis, to charge any expenses related to
         a QDRO to Participant's Accounts.

ARTICLE 10. LOANS.

10.1     Amount of Loan. A Participant may obtain a cash loan from his or her
         Accounts if he or she is an Employee who is not on a leave of absence
         at the time of the loan and his or her Plan participation is not
         suspended pursuant to Section 3.5. The minimum amount of any such loan
         shall be $1,000 at the time the loan is elected. No loan shall be
         granted under the Plan if such loan, when aggregated with the
         Participant's outstanding loans under any other qualified plans
         maintained by any member of the Affiliated Group, would exceed the
         lesser of:

         (a)      $50,000, less the amount by which such aggregate balance has
                  been reduced through repayments during the period of 12 months
                  ending on the day before the new loan is made; or

         (b)      One-half of the balances in the Participant's Accounts.

10.2     Terms of Loans. A loan to a Participant shall be made on such terms and
         conditions as the Company may determine, provided that the loan shall:

         (a)      Be evidenced by a promissory note signed by the Participant
                  and secured by one-half of the value of his or her Accounts,
                  to the extent vested (regardless of the amount of the loan or
                  the source of the loan funds);

         (b)      Effective as of July 1, 2003, bear a rate of interest equal to
                  the prime rate plus one percentage point as published in the
                  Wall Street Journal, determined as of the last

                                       23
<PAGE>

                  day of the preceding calendar quarter or such other rate as
                  may be required by law for a Participant on a leave of absence
                  due to qualified military service as defined in Code Section
                  414(u);

         (c)      Provide for level amortization over its term with payments at
                  monthly or more frequent intervals, as determined by the
                  Company;

         (d)      Provide for loan payments (1) to be withheld whenever possible
                  through periodic payroll deductions from the Participant's
                  compensation from any member of the Affiliated Group or (2) to
                  be paid by check or money order whenever payroll withholding
                  is not possible. Notwithstanding the foregoing, effective for
                  loans made on or after January 1, 2004, if a Participant
                  previously had a deemed distribution of a loan that has not
                  been repaid and such Participant subsequently obtains a loan
                  under the Plan, then such Participant must repay the
                  subsequent loan through payroll deduction;

         (e)      Provide for repayment in full on or before the earlier of (1)
                  the date when the Participant severs from all employment with
                  any member of the Affiliated Group or (2) the date (A) five
                  years after the loan is made or (B) 20 years after the loan is
                  made if the loan is used to acquire a dwelling unit which
                  within a reasonable time is to be used as the Participant's
                  principal residence. Notwithstanding the foregoing, effective
                  January 1, 2004, loan repayments may be suspended under the
                  Plan as permitted under Section 414(u) of the Code and,
                  effective for loans made on or after January 1, 2004, the term
                  of a Participant's loan may be extended by the length of the
                  Participant's leave of absence due to qualified military
                  service as defined in Code Section 414(u) in accordance with
                  the requirements of Code Section 72(p) and the regulations
                  thereunder;

         (f)      Provide that a Participant may not receive any distribution
                  from any of his or her Accounts under Article 8 or 11 until
                  the loan obligation is repaid, except to the extent that all
                  or any part of such distribution is used to repay the
                  outstanding balance of the loan; and

         (g)      Provide that a Participant's Accounts may not be applied to
                  the satisfaction of the Participant's loan obligations before
                  the Accounts become distributable under Article 8, unless the
                  Company determines that the loan obligations are in default
                  because a periodic payment is more than 90 days past due and
                  takes such actions as the Company deems necessary or
                  appropriate to cause the Plan to realize on its security for
                  the loan. Such actions may include (without limitation) an
                  involuntary withdrawal from the Participant's Accounts,
                  whether or not the withdrawal would be permitted under Article
                  11 on a voluntary basis; provided that an involuntary
                  withdrawal attributable to Company Contributions made with
                  respect to Plan Years that ended less than 24 months prior to
                  the date of the withdrawal (adjusted to reflect any earnings,
                  appreciation or losses attributable to Company Contributions)
                  or attributable to Participant Elected Contributions shall be
                  permitted only to the extent that the hardship requirements of
                  Code

                                       24
<PAGE>

                  Section 401(k)(2)(B)(I)(IV) and of Sections
                  1.401(k)-1(d)(2)(ii) and 1.401(k)1(d)(2)(iii)(A) of the
                  Treasury Regulations are met. The Company may take such other
                  action as it deems necessary to recover the balance of a loan
                  secured by the Participant's Accounts. If an involuntary
                  withdrawal occurs (or would have occurred if permitted under
                  this Section, the Participant shall not be permitted to obtain
                  a loan under the Plan thereafter.

10.3     Company Consent. The Company, in its sole discretion, may withhold its
         consent to any loan under this Article or may consent only to the
         borrowing of a part of the amount requested by the Participant. The
         Company shall act upon requests for loans in a uniform and
         nondiscriminatory manner, consistent with the requirements of Section
         401(a), Section 401(k) and related provisions of the Code.

10.4     Source of Loans. If a Participant requests and is granted a loan, a
         Loan Account shall be established for the Participant. The Loan Account
         shall be held by the Trustee as part of the Loan Fund. The amount of
         the loan shall be transferred to the Participant's Loan Account from
         the Participant's other Accounts and shall be disbursed from the Loan
         Account. Transfers from the Company Stock Fund shall be made in
         accordance with the requirements for exemption under Section 16(b) of
         the Exchange Act if such a transfer would cause the Participant to
         incur short-swing trading profits liability under Section 16(b) of the
         Exchange Act. The promissory note executed by the Participant shall be
         held by the Trustee (or by the Company as agent of the Trustee) and the
         promissory note shall be treated as an investment of the Participant's
         Loan Account.

10.5     Disbursement of Loans. A Participant may request a loan by completing
         the loan request procedures prescribed by the Company. A loan shall be
         disbursed as soon as reasonably practicable after the date on which the
         Company (or its agent) receives the loan request (subject to the
         Company's consent).

10.6     Loan Fees. A Participant who obtains a loan under this Article shall be
         required to pay such fees as the Company may impose in order to defray
         the cost of administering loans from the Plan.

10.7     Valuation Date. For purposes of this Article, the value of a
         Participant's Accounts shall be determined as of a Valuation Date
         within a reasonable period, not generally to exceed 30 days, on or
         after the date on which the Company (or its agent) receives the
         prescribed loan request.

10.8     Loan Payments and Defaults. Principal and interest payments on a
         Participant's loan shall be credited initially to the Participant's
         Loan Account and shall be transferred as soon as reasonably practicable
         thereafter to the Participant's other Accounts in the ratio specified
         by the Participant under Section 6.2 for the investment of future
         contributions. Any loss caused by nonpayment or other default on a
         Participant's loan obligations shall be satisfied solely by that
         Participant's Accounts. If a Participant defaults on a Plan loan, both
         his or her participation and ability to obtain a Plan loan shall be
         suspended for 12

                                       25
<PAGE>

         months. The consequences of suspension from participation in the Plan
         are described in Section 3.5.

ARTICLE 11. WITHDRAWALS WHILE EMPLOYED.

11.1     Age 59 1/2 and Disability Withdrawals

         (a)      A Participant who is an Employee and who has attained age
                  59 1/2 may withdraw up to the full amount of his or her
                  Accounts.

         (b)      A Participant who is an Employee and who is Disabled may
                  withdraw up to the full amount of his or her Accounts.

11.2     Hardship Withdrawals. A Participant who is an Employee may take a
         Hardship Withdrawal of all or any portion of his or her previously
         unwithdrawn Employee Contributions and earnings thereon accrued prior
         to January 1, 1988. A Hardship Withdrawal may be made only if the
         Company determines that it is required on account of one or more of the
         following Hardships:

         (a)      The construction or purchase (excluding mortgage payments) of
                  a principal residence of the Participant;

         (b)      The payment of tuition and related educational fees for up to
                  12 months of post-secondary education for the Participant or
                  his or her spouse, children or dependents;

         (c)      The payment of medical expenses described in Section 213(d) of
                  the Code incurred by the Participant or the Participant's
                  spouse or dependents, or to obtain medical care giving rise to
                  such expenses;

         (d)      The payment of expenses incurred by the Participant for the
                  funeral of a family member;

         (e)      The prevention of the eviction of the Participant from his or
                  her principal residence or foreclosure on a mortgage on the
                  Participant's principal residence; or

         (f)      A financial need that has been identified as a deemed
                  immediate and heavy financial need in a ruling, notice or
                  other document of general applicability issued under the
                  authority of the Commissioner of Internal Revenue.

         For purposes of this Section, the term "dependent" shall be defined as
         set forth in Section 152 of the Code.

11.3     Amount of a Hardship Withdrawal. The maximum amount of a Hardship
         Withdrawal is the amount necessary to satisfy the immediate and heavy
         financial need caused by the Hardship, including amounts necessary to
         pay taxes or penalties that the Company determines may be reasonably
         anticipated to result from the Hardship Withdrawal. The

                                       26
<PAGE>

         determination of the amount of a permitted Hardship Withdrawal is made
         by the Company only after the Participant has obtained all withdrawals
         and distributions, other than hardship withdrawals, and all nontaxable
         loans under all plans maintained by the Affiliated Group.

11.4     Consequences of a Hardship Withdrawal. Plan participation and all
         employee before- and after-tax contributions to the Plan and other
         qualified and nonqualified deferred compensation plans sponsored by
         members of the Affiliated Group shall be suspended for a period of 6
         months following a Hardship Withdrawal. The consequences of suspension
         from the Plan are described in Section 3.5.

11.5     Valuation Date. For purposes of this Article, the value of a
         Participant's Accounts shall be determined as of the Valuation Date
         preceding the date on which the withdrawal is to be paid.

11.6     Source of Withdrawals. Withdrawals shall be paid from the affected
         Accounts. If more than one Account is available to pay the withdrawal
         because the Participant elected to invest in more than one Investment
         Fund, the withdrawal shall be made from the subaccount(s) designated by
         the Participant, subject to such ordering and timing restrictions as
         the Company may adopt. Reasonable costs of processing the withdrawal
         shall also be charged to the Participant's Accounts.

11.7     Payment of Withdrawals. A Participant may request a withdrawal by
         following the procedures prescribed by the Company. A withdrawal shall
         be paid as soon as reasonably practicable after the date on which the
         Company receives the prescribed withdrawal request. Withdrawals shall
         be paid only in cash.

11.8     Limitations on Withdrawals. A Participant shall not be permitted to
         make more than one withdrawal under this Article in any period of six
         consecutive months; provided, however, that withdrawals made at the
         same time shall be considered a single withdrawal. The timing of
         withdrawals from the Company Stock Fund shall be limited when necessary
         to avoid liability from the short-swing trading profits provisions of
         Section 16(b) of the Exchange Act.

ARTICLE 12. HIGHLY COMPENSATED EMPLOYEE DEFINITION.

12.1     Determining the Highly Compensated Employee Group. An individual is
         deemed to be a Highly Compensated Employee for any Plan Year if the
         individual is an active Employee who, during the look-back year,
         received Section 415 Compensation of more than $80,000 (or such larger
         amount as may be adopted by the Commissioner of Internal Revenue to
         reflect a cost-of-living adjustment) and was a member of the Top-Paid
         Group; or was a five-percent owner at any time during the Plan Year or
         the look-back year. The look-back year shall be the 12-month period
         immediately preceding the Plan Year. The determination of who is a
         Highly Compensated Employee, including the determinations of the number
         and identity of Employees in the Top Paid Group and the

                                       27
<PAGE>

         Section 415 Compensation that is considered, will be made in accordance
         with Section 414(q) of the Code and the regulations thereunder.

12.2     "Highly Compensated Former Employee" means a former Employee who
         separated from service (or is deemed to have separated) prior to the
         determination year, performs no service for any member of the
         Affiliated Group during the determination year, and was a Highly
         Compensated Employee as an active Employee for either the separation
         year or any determination year ending on or after the Employee's 55th
         birthday. The determination of who is a Highly Compensated Former
         Employee will be made in accordance with Section 414(q) of the Code and
         regulations thereunder.

12.3     "Nonhighly Compensated Employee" for any Plan Year means any active
         Employee who is not a Highly Compensated Employee.

12.4     "Top-Paid Group" for any Plan Year means the top 20 percent (in terms
         of Section 415 Compensation) of all Employees of the Affiliated Group,
         where the number that is 20 percent of all Employees of the Affiliated
         Group is determined by excluding:

         (a)      Any Employee covered by a collective bargaining agreement;

         (b)      Any Employee who is a nonresident alien with respect to the
                  United States and who receives no income with a source within
                  the United States from a member of the Affiliated Group;

         (c)      Any Employee who has not completed six months of service at
                  the end of the Plan Year;

         (d)      Any Employee who normally works less than 17 1/2 hours per
                  week;

         (e)      Any Employee who normally works no more than six months during
                  any year; and

         (f)      Any Employee who has not attained the age of 21 at the end of
                  the Plan Year.

         The Company may elect, in a consistent and uniform manner, to apply one
         or more of the age- and service-based exclusions above by substituting
         a younger age or shorter period of service, or by not excluding
         individuals on the basis of age or service.

ARTICLE 13. CONTRIBUTION LIMITATIONS: ANNUAL DEFERRAL LIMITATIONS AND AVERAGE
            DEFERRAL PERCENTAGE LIMITATIONS.

13.1     Return of Excess Deferrals. The aggregate Participant Elected
         Contributions of any Participant for any calendar year, together with
         his or her elective deferrals under any other plan or arrangement to
         which Section 402(g) of the Code applies and that is maintained by a
         member of the Affiliated Group, shall not exceed the Annual Deferral
         Limit. In the event that the aggregate Participant Elected
         Contributions of any Participant for any calendar year, together with
         any other elective deferrals (within the meaning of

                                       28
<PAGE>

         Section 402(g)(3) of the Code) under all plans, contracts or
         arrangements of the Affiliated Group and any other employers, exceed
         the Annual Deferral Limit, then the Participant may designate all or a
         portion of such Excess Deferrals as attributable to this Plan and may
         request a refund of such portion by notifying the Company in writing on
         or before the March 1 next following the close of such calendar year.
         If timely notice is received by the Company, then such portion of the
         Excess Deferrals, and any income or loss allocable to such portion,
         shall be refunded to the Participant not later than the April 15 next
         following the close of such calendar year.

         If the Participant fails properly to request a distribution of all such
         Excess Deferrals, and such Excess Deferrals are attributable solely to
         plans, contracts or arrangements of the Affiliated Group, then the
         Company shall be deemed to have notice of such Excess Deferrals and
         shall designate one or more plans maintained by a member of the
         Affiliated Group from which the refund of Excess Deferrals and
         allocable income or loss shall be made no later than April 15 next
         following the close of such calendar year.

         Any Participant Elected Contributions distributed pursuant to this
         Section 13.1 shall not be included in the Participant Elected
         Contributions to which a Matching Contribution under Section 5.1 or a
         Qualified Matching Contribution under Section 5.4 of the Plan attaches.

13.2     Actual Deferral Percentage Limitation. The Plan shall satisfy the
         actual deferral percentage test, as provided in Section 401(k)(3) of
         the Code and the regulations issued thereunder. Subject to the special
         rules described in Section 13.7, the Aggregate 401(k) Contributions of
         Highly Compensated Employees shall not exceed the limits described
         below:

         (a)      An Actual Deferral Percentage shall be determined for each
                  individual who, at any time during the Plan Year, is a
                  Participant (including a suspended Participant) or is eligible
                  to participate in the Plan, which Actual Deferral Percentage
                  shall be the ratio, computed to the nearest one-hundredth of
                  one percent, of the individual's Aggregate 401(k)
                  Contributions for the Plan Year to the individual's Section
                  414(s) Compensation for the Plan Year;

         (b)      The Actual Deferral Percentages (including zero percentages)
                  of Highly Compensated Employees and Nonhighly Compensated
                  Employees shall be separately averaged to determine each
                  group's Average Deferral Percentage; and

         (c)      The Aggregate 401(k) Contributions of Highly Compensated
                  Employees shall constitute Excess Contributions and shall be
                  reduced, pursuant to Sections 13.3 and 13.4, to the extent
                  that the Average Deferral Percentage of Highly Compensated
                  Employees exceeds the greater of (1) 125 percent of the
                  Average Deferral Percentage of Nonhighly Compensated Employees
                  for the preceding Plan Year or (2) the lesser of (A) 200
                  percent of the Average Deferral Percentage of Nonhighly
                  Compensated Employees for the preceding Plan Year or (B) the

                                       29
<PAGE>

                  Average Deferral Percentage of Nonhighly Compensated Employees
                  for the preceding Plan Year plus two percentage points.

13.3     Allocation of Excess Contributions to Highly Compensated Employees. Any
         Excess Contributions for a Plan Year shall be allocated to Highly
         Compensated Employees by use of a leveling process, whereby the amount
         of Aggregate 401(k) Contributions of the Highly Compensated Employee
         with the highest amount of Aggregate 401(k) Contributions is reduced to
         the extent required to (a) eliminate all Excess Contributions or (b)
         cause such Highly Compensated Employee's amount of Aggregate 401(k)
         Contributions to equal the amount of Aggregate 401(k) Contributions of
         the Highly Compensated Employee with the next highest amount of
         Aggregate 401(k) Contributions. The leveling process shall be repeated
         until all Excess Contributions for the Plan Year are allocated to
         Highly Compensated Employees. Notwithstanding the foregoing, for Plan
         Years beginning after December 31, 1996, any determination of Excess
         Contributions of a Highly Compensated Employee shall be made on the
         basis of the Highly Compensated Employee's actual deferral ratio in
         accordance with Code Section 401(k)(8)(C) and the Regulations
         promulgated thereunder.

13.4     Distribution of Excess Contributions. Excess Contributions allocated to
         Highly Compensated Employees for the Plan Year pursuant to Section
         13.3, together with any income or loss allocable to such Excess
         Contributions, shall be distributed to such Highly Compensated
         Employees not later than two-and-one-half months following the close of
         such Plan Year, if possible, and in any event no later than 12 months
         following the close of such Plan Year. Any Participant Elected
         Contributions distributed pursuant to this Section 13.4 shall not be
         included in the Participant Elected Contributions to which a Matching
         Contribution under Section 5.1 or a Qualified Matching Contribution
         under Section 5.4 of the Plan attaches. Notwithstanding the foregoing,
         for Plan Years beginning after December 31, 1996, any distribution of
         Excess Contributions for a Plan Year to Highly Compensated Eligible
         Employees shall be made on the basis of the dollar amount of
         Participant Elected Contributions made by, or on behalf of, each such
         Highly Compensated Eligible Employee in accordance with Code Section
         401(k)(8)(C).

13.5     Qualified Matching Contributions. The Company, in its sole discretion,
         may include all or a portion of the Qualified Matching Contributions
         for a Plan Year in Aggregate 401(k) Contributions taken into account in
         applying the Average Deferral Percentage limitation described in
         Section 13.2 for the Plan Year; provided that such Qualified Matching
         Contributions for the Plan Year are fully and immediately vested, may
         not be withdrawn while the Participant is an Employee or may be
         withdrawn only in circumstances that would permit a Hardship
         Withdrawal, and the additional requirements of Treasury Regulation
         Section 1.401(k)-1(b)(5) are satisfied.

13.6     Corrective Qualified Nonelective Contributions. In order to satisfy (or
         partially satisfy) the Average Deferral Percentage limitation described
         in Section 13.2 or the Average Contribution Percentage limitation
         described in Section 14.1 (or both of such limitations), the Company,
         in its sole discretion, may cause one or more Participating Companies
         to make a Qualified Nonelective Contribution to the Plan. Any such
         Qualified Nonelective

                                       30
<PAGE>

         Contribution shall be allocated to the Accounts of those Participants
         who are eligible to receive an allocation of Matching Contributions
         under Section 5.1 of the Plan or Nonelective Contributions under
         Section 5.2, as the Company designates, and who are Nonhighly
         Compensated Employees for the Plan Year with respect to which the
         Qualified Nonelective Contribution is made, beginning with the
         Participant with the lowest Section 414(s) Compensation for the Plan
         Year and allocating the maximum amount permissible under Article 15
         before allocating any portion of the Qualified Nonelective Contribution
         to the Participant with the next lowest Section 414(s) Compensation.
         These allocations shall continue until the Plan satisfies the Average
         Deferral Percentage limitation described in Section 13.2 or the Average
         Contribution Percentage limitation described in Section 14.1 (or both
         of such limitations), or until the amount of the Qualified Nonelective
         Contribution is exhausted.

         The Company, in its sole discretion, may include all or a portion of
         the Qualified Nonelective Contributions for a Plan Year in Aggregate
         401(k) Contributions taken into account in applying the Average
         Deferral Percentage limitation described in Section 13.2 for such Plan
         Year, provided that the requirements of Treasury Regulation Section
         1.401(k)1-(b)(5) are satisfied.

         Qualified Nonelective Contributions shall be paid to the Trustee as
         soon as reasonably practicable following the close of the Plan Year,
         shall be allocated to the Accounts of Nonhighly Compensated Employees
         as of the last day of the Plan Year and shall be fully and immediately
         vested. In all other respects, the contribution, allocation, investment
         and distribution of Qualified Nonelective Contributions shall be
         governed by the provisions of the Plan concerning Matching
         Contributions.

13.7     Special Rules. The following special rules shall apply for purposes of
         this Article 13:

         (a)      The amount of Excess Deferrals to be distributed to a
                  Participant for a calendar year pursuant to Section 13.1 shall
                  be reduced by the amount of any Excess Contributions
                  previously distributed to such Participant for the Plan Year
                  beginning within such calendar year;

         (b)      The amount of Excess Contributions to be distributed to a
                  Participant for a Plan Year pursuant to Section 13.4 shall be
                  reduced by the amount of any Excess Deferrals previously
                  distributed to such Participant for the calendar year ending
                  within such Plan Year;

         (c)      For purposes of applying the limitation described in Section
                  13.2, the Actual Deferral Percentage of any Highly Compensated
                  Employee who is eligible to make Participant Elected
                  Contributions and to make elective deferrals (within the
                  meaning of Section 402(g)(3) of the Code) under any other
                  plans, contracts or arrangements of the Affiliated Group shall
                  be determined as if all such Participant Elected Contributions
                  and elective deferrals were made under a single arrangement;
                  provided, however, that plans, contracts and arrangements
                  shall not

                                       31
<PAGE>

                  be treated as a single arrangement to the extent that Treasury
                  Regulation Section 1.401(k)1-(b)(3)(ii)(B) prohibits
                  aggregation;

         (d)      In the event that this Plan is aggregated with one or more
                  other plans in order to satisfy the requirements of Code
                  Section 401(a)(4), 401(k) or 410(b), then all such aggregated
                  plans, including the Plan, shall be treated as a single plan
                  for all purposes under all such Code sections (except for
                  purposes of the average benefit percentage provisions of Code
                  Section 410(b)(2)(A)(ii));

         (e)      In the event that the mandatory disaggregation rules of
                  Treasury Regulation Section 1.401(k)-1(b)(3)(ii)(B) apply to
                  the Plan, or to the Plan and other plans with which it is
                  aggregated as described in Subsection (d) above, then the
                  limitation described in Section 13.2 shall be applied as if
                  each mandatorily disaggregated portion of the Plan (or
                  aggregated plans) were a single arrangement; and

         (f)      Income (and loss) allocable to Excess Contributions for the
                  Plan Year shall be determined pursuant to the provisions for
                  allocating income (and loss) to a Participant's Accounts under
                  Section 6.10 of the Plan. Notwithstanding the foregoing, such
                  income and loss shall be calculated including the period
                  between the end of the Plan Year and the date on which the
                  Excess Contributions are distributed. The income and loss
                  allocable to the Excess Contributions shall bear the same
                  proportion to the total income and loss allocable to a
                  Participant's Account as the Excess Contributions bear to the
                  Participant's Account.

13.8     Prospective Limitations on Participant Elected Contributions. At any
         time, the Company (at its sole discretion) may reduce the maximum rate
         at which any Participant may make Participant Elected Contributions to
         the Plan, or the Company may require that any Participant discontinue
         all Participant Elected Contributions, in order to ensure that the
         limitations described in this Article 13 are met. Any reduction or
         discontinuance of Participant Elected Contributions may be applied
         selectively to individual Participants or to particular classes of
         Participants, as the Company may determine. Upon such date as the
         Company may determine, this Section shall automatically cease to apply
         until the Company again determines that a reduction or discontinuance
         of Participant Elected Contributions is required for any Participant.

13.9     Special Definitions Used in Article 13. The following definitions shall
         apply for purposes of this Article 13, and some may also apply for
         Articles 14 and 15.

         (a)      "Aggregate 401(k) Contributions" means, for any Plan Year, the
                  sum of the following: (a) the Participant's Participant
                  Elected Contributions for the Plan Year; (b) the Qualified
                  Matching Contributions allocated to the Participant's Accounts
                  as of a date within the Plan Year, but only to the extent that
                  such Qualified Matching Contributions are aggregated with
                  Participant Elected Contributions pursuant to Section 13.5;
                  and (c) the Qualified Nonelective Contributions allocated to
                  the Participant's Accounts as of a date within the Plan

                                       32
<PAGE>

                  Year, but only to the extent that such Qualified Nonelective
                  Contributions are aggregated with Participant Elected
                  Contributions pursuant to Section 13.6.

         (b)      "Annual Deferral Limit" means the dollar limit in effect for
                  any calendar year under Section 402(g) of the Code.

         (c)      "Excess Contributions" means the amount by which the Aggregate
                  401(k) Contributions of Highly Compensated Employees is
                  reduced pursuant to Section 13.3.

         (d)      "Excess Deferrals" means the amount of a Participant's
                  Participant Elected Contributions and elective deferrals
                  (within the meaning of Section 402(g)(3) of the Code) that
                  exceed the Annual Deferral Limit set forth in Section 13.1.

         (e)      "Section 414(s) Compensation" means any one of the following
                  definitions of compensation received by an Employee from
                  members of the Affiliated Group:

                  (1)      Compensation as defined in Treasury Regulation
                           Section 1.415-2(d) or any successor thereto;

                  (2)      "Wages" as defined in Section 3401(a) of the Code for
                           purposes of income tax withholding at the source, but
                           determined without regard to any rules 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
                           Section 3401(a)(23) of the Code);

                  (3)      "Wages" as defined in Section 3401(a) of the Code for
                           purposes of income tax withholding at the source,
                           plus all other payments of compensation reportable
                           under Code Sections 6041(d) and 6051(a)(3) and the
                           regulations thereunder, determined without regard to
                           any rules that limit such Wages or reportable
                           compensation based on the nature or location of the
                           employment or the services performed (such as the
                           exception for agricultural labor in Section
                           3401(a)(23) of the Code), and modified, at the
                           election of the Company, to exclude amounts paid or
                           reimbursed for the Employee's moving expenses, to the
                           extent it is reasonable to believe that these amounts
                           are deductible by the Employee under Section 217 of
                           the Code;

                  (4)      Any of the definitions of Section 414(s) Compensation
                           set forth in Subsections (1), (2) and (3) above,
                           reduced by all of the following items (even if
                           includable in gross income): reimbursements or other
                           expense allowances, fringe benefits (cash and
                           noncash), moving expenses, deferred compensation and
                           welfare benefits;

                  (5)      Any of the definitions of Section 414(s) Compensation
                           set forth in Subsections (1), (2), (3) and (4) above,
                           modified to include the following:

                                       33
<PAGE>

                           (a) any elective contributions made by a member of
                           the Affiliated Group on behalf of the Employee that
                           are not includable in gross income under Section 125,
                           132(f)(4), 402(e)(3), 402(h) or 403(b) of the Code;
                           (b) compensation deferred under an eligible deferred
                           compensation plan within the meaning of Section
                           457(b) of the Code; and (c) employee contributions
                           described in Section 414(h)(2) of the Code that are
                           picked up by the employing unit and thus are treated
                           as employer contributions; or

                  (6)      Any reasonable definition of compensation that does
                           not by design favor Highly Compensated Employees and
                           that satisfies the nondiscrimination requirement set
                           forth in Treasury Regulation Section
                           1.414(s)-1T(d)(2) or the successor thereto.

                  Any definition of Section 414(s) Compensation shall be used
                  consistently to define the compensation of all Employees taken
                  into account in satisfying the requirements of an applicable
                  provision of Articles 13, 14 and 15 for the relevant
                  determination period. For purposes of applying the limitations
                  set forth in Articles 13 and 14 for a Plan Year, Section
                  414(s) Compensation shall not exceed the Compensation
                  Limitation.

ARTICLE 14. CONTRIBUTION LIMITATIONS: AVERAGE CONTRIBUTION PERCENTAGE
            LIMITATIONS.

14.1     Average Contribution Percentage Limitation. The Plan shall satisfy the
         actual contribution percentage test, as provided in Section 401(m)(2)
         of the Code and Section 1.401(m)-1 of the regulations issued
         thereunder. Subject to the special rules described in Section 14.6, the
         Aggregate 401(m) Contributions of Highly Compensated Employees shall
         not exceed the limits described below:

         (a)      An Actual Contribution Percentage shall be determined for each
                  individual who, at any time during the Plan Year, is a
                  Participant (including a suspended Participant) or is eligible
                  to participate in the Plan, which Actual Contribution
                  Percentage shall be the ratio, computed to the nearest
                  one-hundredth of one percent, of the individual's Aggregate
                  401(m) Contributions for the Plan Year to the individual's
                  Section 414(s) Compensation for the Plan Year;

         (b)      The Actual Contribution Percentages (including zero
                  percentages) of Highly Compensated Employees and Nonhighly
                  Compensated Employees shall be separately averaged to
                  determine each group's Average Contribution Percentage; and

         (c)      The Aggregate 401(m) Contributions of Highly Compensated
                  Employees shall constitute Excess Aggregate Contributions and
                  shall be reduced, pursuant to Sections 14.2 and 14.3, to the
                  extent that the Average Contribution Percentage of Highly
                  Compensated Employees exceeds the greater of (1) 125 percent
                  of the

                                       34
<PAGE>

                  Average Contribution Percentage of Nonhighly Compensated
                  Employees for the preceding Plan Year or (2) the lesser of (A)
                  200 percent of the Average Contribution Percentage of
                  Nonhighly Compensated Employees for the preceding Plan Year or
                  (B) the Average Contribution Percentage of Nonhighly
                  Compensated Employees for the preceding Plan Year plus two
                  percentage points.

14.2     Allocation of Excess Aggregate contributions to Highly Compensated
         Employees. Any Excess Aggregate Contributions for a Plan Year shall be
         allocated to Highly Compensated Employees by use of a leveling process,
         whereby the Aggregate 401(m) Contributions of the Highly Compensated
         Employee with the highest amount of Aggregate 401(m) Contributions is
         reduced to the extent required to (a) eliminate all Excess Aggregate
         Contributions or (b) cause the amount of such Highly Compensated
         Employee's Aggregate 401(m) Contributions to equal the amount of
         Aggregate 401(m) Contributions of the Highly Compensated Employee with
         the next-highest amount of Aggregate 401(m) Contributions. The leveling
         process shall be repeated until all Excess Aggregate Contributions for
         the Plan Year are allocated to Highly Compensated Employees.
         Notwithstanding the foregoing, for Plan Years beginning after December
         31, 1996, any determination of Excess Aggregate Contributions of a
         Highly Compensated Employee shall be made on the basis of the Highly
         Compensated Employee's actual contribution ratio in accordance with
         Code Section 401(m)(6)(C) and the Regulations promulgated thereunder.

14.3     Distribution of Excess Aggregate Contributions. Excess Aggregate
         Contributions allocated to Highly Compensated Employees for the Plan
         Year pursuant to Section 14.2, together with any income or loss
         allocable to such Excess Aggregate Contributions (calculated to include
         income and loss for the period between the end of the Plan Year and the
         date on which the Excess Aggregate Contributions are distributed),
         shall be distributed to such Highly Compensated Employees not later
         than two-and-one-half months following the close of such Plan Year, if
         possible, and in any event no later than 12 months following the close
         of such Plan Year, but only to the extent the Highly Compensated
         Employee has a nonforfeitable interest in the Excess Aggregate
         Contributions. Excess Aggregate Contributions (for Participants who are
         Highly Compensated Employees), to the extent not vested, may be
         forfeited and allocated, after all other Forfeitures under the Plan, to
         other Participants (but in no event to any Highly Compensated Employee)
         in the proportion that such Participant's Elected Contributions, if
         any, for that Plan Year bears to the total Elected Contributions of all
         such Participants for the Plan Year. Any such amounts shall be included
         in the calculation of the Actual Contribution Percentage and in the
         calculation of the limits set forth in Article 15. The income and loss
         allocable to the Excess Aggregate Contributions shall bear the same
         proportion to the total income and loss allocable to a Participant's
         Accounts as the Excess Aggregate Contributions bear to the
         Participant's Accounts. Notwithstanding the foregoing, for Plan Years
         beginning after December 31, 1996, any distribution of Excess Aggregate
         Contributions for a Plan Year to Highly Compensated Eligible Employees
         shall be made on the basis of the dollar amount of Aggregate 401(m)
         Contributions made

                                       35
<PAGE>

         by, or on behalf of, each such Highly Compensated Eligible Employee in
         accordance with Code Section 401(m)(6)(C).

14.4     Use of Participant Elected Contributions. The Company, in its sole
         discretion, may include all or a portion of the Participant Elected
         Contributions for a Plan Year in Aggregate 401(m) Contributions taken
         into account in applying the Average Contribution Percentage limitation
         described in Section 14.1 for the Plan Year, provided that all
         Participant Elected Contributions satisfy the average deferral
         percentage test, as described in Section 13.2, and that the additional
         requirements of Treasury Regulation Section 1.401(m)-1(b)(5) are
         satisfied.

14.5     Corrective Qualified Nonelective Contributions. The Company, in its
         sole discretion, may include all or a portion of the Qualified
         Nonelective Contributions made pursuant to Section 13.6 for a Plan Year
         in Aggregate 401(m) Contributions taken into account in applying the
         Average Contribution Percentage limitation described in Section 14.1
         for the Plan Year, provided that the requirements of Treasury
         Regulation Section 1.401(m)-1(b)(5) are satisfied.

14.6     Special Rules. The following special rules shall apply for purposes of
         this Article 14:

         (a)      For purposes of applying the limitation described in Section
                  14.1, the Actual Contribution Percentage of any Highly
                  Compensated Employee who is eligible to participate in the
                  Plan and to make employee contributions or receive an
                  allocation of matching contributions (within the meaning of
                  Section 401(m)(4)(A) of the Code) under any other plans,
                  contracts or arrangements of the Affiliated Group shall be
                  determined as if Matching Contributions and Qualified Matching
                  Contributions allocated to the Highly Compensated Employee's
                  Accounts and all such employee contributions and matching
                  contributions were made under a single arrangement;

         (b)      In the event that this Plan is aggregated with one or more
                  other plans in order to satisfy the requirements of Code
                  Section 401(a)(4), 401(m) or 410(b), then all such aggregated
                  plans, including the Plan, shall be treated as a single plan
                  for all purposes under all such Code sections (except for
                  purposes of the average benefit percentage provisions of Code
                  Section 410(b)(2)(A)(ii));

         (c)      In the event that the mandatory disaggregation rules of
                  Treasury Regulation Section 1.401(m)-1(b)(3)(ii) apply to the
                  Plan, or to the Plan and other plans with which it is
                  aggregated as described in Subsection (b) above, then the
                  limitation described in Section 14.1 shall be applied as if
                  each mandatorily disaggregated portion of the Plan (or
                  aggregated plans) were a single arrangement; and

         (d)      Income (and loss) allocable to Excess Aggregate Contributions
                  for the Plan Year shall be determined pursuant to the
                  provisions for allocating income (and loss) to a Participant's
                  Accounts under Section 6.10.

                                       36
<PAGE>

14.7     Special Definitions Used in Article 14. The following definitions shall
         apply for purposes of this Article 14:

         (a)      "Aggregate 401(m) Contributions" means, for any Plan Year, the
                  sum of the following: (a) the Matching Contributions and
                  Qualified Matching Contributions allocated to the
                  Participant's Accounts as of a date within the Plan Year; (b)
                  the Participant's Participant Elected Contributions for the
                  Plan Year, but only to the extent that such Participant
                  Elected Contributions are aggregated with Matching
                  Contributions and Qualified Matching Contributions pursuant to
                  Section 14.4; and (c) the Qualified Nonelective Contributions
                  allocated to the Participant's Accounts as of a date within
                  the Plan Year, but only to the extent that such Qualified
                  Nonelective Contributions are aggregated with Matching
                  Contributions and Qualified Matching Contributions pursuant to
                  Section 14.5.

         (b)      "Excess Aggregate Contributions" means the amount by which the
                  Aggregate 401(m) Contributions of Highly Compensated Employees
                  are reduced pursuant to Section 14.2.

ARTICLE 15. CONTRIBUTION LIMITATIONS: SECTION 415 "ANNUAL ADDITIONS"
            LIMITATIONS.

15.1     Limitation on Contributions. Except to the extent permitted under
         Section 4.6 of the Plan and Section 414(v) of the Code, if applicable,
         the Annual Additions that may be contributed or allocated to a
         Participant for any Plan Year shall not exceed the lesser of:

         (a)      $40,000, as adjusted for increases in the cost-of-living under
                  Section 415(d) of the Code, or

         (b)      100% of the Participant's Section 415 Compensation for such
                  year.

15.2     If a Participant's Annual Additions would exceed the foregoing
         limitation, then such Annual Additions shall be reduced by reducing the
         components thereof as necessary in the order in which they are listed
         in Section 15.5(a). Any amounts so reduced shall not be included in a
         Participant's Aggregate 401(k) Contributions or Aggregate 401(m)
         Contributions. The limitation in Section 15.1(b) shall not apply to any
         amount that otherwise is an Annual Addition under Section 415(l)(1) or
         419A(d)(2) of the Code.

15.3     Return of Employee Contributions. If the amount of any Participant's
         Participant Elected Contributions is determined to be an excess Annual
         Addition under this Article, then the amount of such excess (adjusted
         to reflect any earnings, appreciation or losses attributable to such
         excess) shall be refunded by the Trustee in cash to the Participant.

15.4     Excess Company Contributions. If the amount of the Company
         Contributions allocated to a Participant for any Plan Year must be
         reduced to meet the limitation described in Section 15.1, then the
         amount of the reduction shall be applied to reduce the total amount
         that the Participating Companies otherwise would contribute for such
         year pursuant to

                                       37
<PAGE>

         Article 5 of the Plan. If the amount that the Participating Companies
         may contribute is thereby reduced to zero and if there are Company
         Contributions that still cannot be allocated to any Participant because
         of the limitation described in Section 15.1, then the excess shall be
         transferred to a suspense account. Any gains, income or losses
         attributable to the suspense account shall be allocated to such
         account. All amounts credited to the suspense account shall be applied
         to reduce the total amount that the Participating Companies otherwise
         would contribute to the Plan for the next Plan Year, and for succeeding
         Plan Years if necessary. Such amounts shall be allocated among
         Participants pursuant to Article 5 of the Plan until the suspense
         account is exhausted (subject to this Article). No Participant Elected
         Contributions or Company Contributions shall be made as long as any
         amount remains in the suspense account. However, this method of
         addressing Excess Company Contributions will only be permitted in the
         event the excess Annual Additions result from the allocation of
         forfeitures or result from a reasonable error in determining the amount
         of elective deferrals under section 401(g)(3).

15.5     Special Definitions Used in this Article 15. The following definitions
         shall apply for purposes of this Article 15.

         (a)      "Annual Additions" means, for any Plan Year, the sum of the
                  following:

                  (1)      The amount of after-tax contributions that the
                           Participant contributes during such year to all
                           qualified retirement plans, other than this Plan,
                           maintained by the Section 415 Employer Group;

                  (2)      The amount of elective contributions that the
                           Participant contributes during such year to all
                           qualified retirement plans, other than this Plan,
                           maintained by the Section 415 Employer Group;

                  (3)      The amount of Participant Elected Contributions that
                           the Participant contributes during such year;

                  (4)      The amount of employer contributions and forfeitures
                           allocated to the Participant under any qualified
                           defined contribution plan that may be maintained by
                           the Section 415 Employer Group, other than this Plan,
                           as of any date within such year; and

                  (5)      The amount of Company Contributions and Forfeitures
                           allocated to the Participant as of any date within
                           such year.

         (b)      "Section 415 Compensation" means any one of the definitions of
                  Section 414(s) Compensation described in Paragraphs (1), (2),
                  (3) or (4) of Section 13.9(e) received by an Employee from
                  members of the Section 415 Employer Group, including amounts
                  deferred but not refunded under Section 403(b) of the Code,
                  under a cafeteria plan, as such term is defined in Section
                  125(c) of the Code, under a simplified employee pension, as
                  such term is defined in Section 408(k) of the Code, under a
                  plan, including this Plan, qualified under Section 401(k) of
                  the

                                       38
<PAGE>

                  Code, and under a qualified transportation fringe program
                  under Section 132(f)(4) of the Code. Any definition of Section
                  415 Compensation shall be used consistently to define the
                  compensation of all Employees taken into account in satisfying
                  the requirements of an applicable provision of the Plan for
                  the relevant determination period.

         (c)      "Section 415 Employer Group" means the Affiliated Group,
                  except that "more than 50 percent" shall be substituted for
                  "at least 80 percent" wherever the phrase occurs in Section
                  1563(a) of the Code (as incorporated by reference in Sections
                  414(b) and (c) of the Code).

ARTICLE 16. THE TRUST FUND AND PLAN INVESTMENTS.

16.1     Control and Management of Plan Assets. The Company shall have the
         control over and management of the assets of the Plan, but only to the
         extent of having the authority (a) to appoint one or more trustees to
         hold assets of the Plan in trust and to enter into a trust agreement
         with each trustee it appoints, (b) to appoint one or more insurance
         companies that are qualified to do business in at least one state to
         hold assets of the Plan and to enter into a contract with each
         insurance company it appoints (or to direct the Trustee to enter into
         such contract), (c) to appoint one or more Investment Managers for any
         assets of the Plan and to enter into an investment management agreement
         with each Investment Manager it appoints, and (d) to direct the
         investment of any Plan assets not assigned to an Investment Manager.

16.2     Trustee Duties. The Trustee shall have the exclusive authority and
         discretion to control and manage assets of the Plan it holds in trust,
         except to the extent that (a) the Plan prescribes how such assets shall
         be invested, (b) the Company directs how such assets shall be invested
         or (c) the Company allocates the authority to manage such assets to one
         or more Investment Managers. Each Investment Manager shall have the
         exclusive authority to manage, including the authority to acquire and
         dispose of, the assets of the Plan assigned to it by the Company,
         except to the extent that the Plan prescribes or the Company directs
         how such assets shall be invested. Each Trustee and Investment Manager
         shall be solely responsible for diversifying, in accordance with
         Section 404(a)(1)(C) of ERISA, the investment of the assets of the Plan
         assigned to it by the Committee, except to the extent that the Plan
         prescribes or the Committee directs how such assets shall be invested.

16.3     Independent Qualified Public Accountant. The Company shall engage an
         independent qualified public accountant to conduct such examinations
         and to express such opinions as may be required by Section 103(a)(3) of
         ERISA. The Company in its discretion may remove and discharge the
         person so engaged, in which event it shall appoint a successor
         independent qualified public accountant to perform such examinations
         and express such opinions.

16.4     Administrative Expenses. All expenses of the Plan and the Trust Fund
         shall be paid by the Participating Companies or the Trust Fund. Except
         as otherwise explicitly stated in

                                       39
<PAGE>

         the Plan (including Sections 9.6, 10.6 and 11.6 hereof) and the Trust
         Agreement, the Participating Companies shall pay the administrative
         expenses of the Plan and Trust Fund.

16.5     Benefit Payments. All benefits payable pursuant to the Plan shall be
         paid by the Trustee out of the Trust Fund pursuant to the directions of
         the Company and the terms of the Trust Agreement.

ARTICLE 17. ADMINISTRATION AND OPERATION OF THE PLAN.

17.1     Plan Administration. The Company is the "named fiduciary,"
         "administrator" and "plan sponsor" of the Plan (as such terms are used
         in ERISA). Except as otherwise specified in the Plan, the following
         parties shall have the following rights, powers and authority with
         respect to the administration of the Plan. To the extent that the Plan
         requires an action under the Plan to be taken by the Company, the party
         specified in this Section 17.1 shall be authorized to act on behalf of
         the Company.

         (a)      Rights, Powers and Duties of Global Benefits Committee. The
                  Global Benefits Committee (as defined below) shall have the
                  following rights, powers and authority under the Plan:

                  (1)      to amend the Plan, to the extent that such amendment
                           is either (i) required under applicable law, or (ii)
                           does not materially increase the benefits provided
                           under the Plan;

                  (2)      to appoint and remove Trustees and Investment
                           Managers and otherwise control and manage the Plan's
                           assets in accordance with Section 16.1;

                  (3)      to appoint and remove members of the Fiduciary
                           Committee;

                  (4)      to maintain and keep adequate records concerning the
                           Plan and its proceedings and acts in such form and
                           detail as the Global Benefits Committee may decide

                  (5)      to adopt such rules, regulations and procedures as it
                           may deem reasonably necessary for the proper and
                           efficient administration of the Plan and consistent
                           with its purpose; and

                  (6)      to make such rules, interpretations, computations and
                           take such other actions to carry out the foregoing
                           responsibilities under the Plan as it may deem
                           appropriate, in its sole discretion. Such rules,
                           interpretations, computations and actions shall be
                           conclusive and binding on all persons

         (b)      Rights, Powers and Duties of Fiduciary Committee. The
                  Fiduciary Committee (as defined below) shall have the
                  following rights, powers and authority under the Plan:

                                       40
<PAGE>

                  (1)      to conclusively determine all questions arising under
                           the Plan (other than those specifically reserved to
                           the Global Benefits Committee), including questions
                           relating to eligibility, amount of benefits and other
                           Plan rights of Participants and other persons
                           entitled to benefits under the Plan;

                  (2)      to review the performance of the Investment Funds on
                           a periodic basis and to report and make
                           recommendations with respect to such Investment Funds
                           to the Global Benefits Committee; provided, however,
                           if at any time the Board or one of its duly appoint
                           delegates has not appointed a Global Benefits
                           Committee, the Fiduciary Committee shall have the
                           right to appoint and remove Trustees and Investment
                           Managers and otherwise control and manage the Plan's
                           assets in accordance with Section 16.1;

                  (3)      to direct all benefit payments under the Plan;

                  (4)      to maintain and keep adequate records concerning the
                           Plan and its proceedings and acts in such form and
                           detail as the Fiduciary Committee may decide

                  (5)      to adopt such rules, regulations and procedures as it
                           may deem reasonably necessary for the proper and
                           efficient administration of the Plan and consistent
                           with its purpose; and

                  (6)      to make such rules, interpretations, computations and
                           take such other actions to carry out the foregoing
                           responsibilities under the Plan as it may deem
                           appropriate, in its sole discretion. Such rules,
                           interpretations, computations and actions shall be
                           conclusive and binding on all persons.

         (c)      In administering the Plan, the Global Benefits Committee and
                  Fiduciary Committee (a) shall act in a nondiscriminatory
                  manner to the extent required by Section 401(a) and related
                  sections of the Code and (b) shall at all times discharge
                  their duties in accordance with the standards set forth in
                  Section 404(a)(1) of ERISA.

         (d)      Definitions. The following terms shall have the meanings set
                  forth below:

                  (1)      "Fiduciary Committee" means the committee appointed
                           by the Global Benefits Committee (or the Board or one
                           of its duly appointed delegates, for periods prior to
                           January 1, 2004) for purposes of performing certain
                           administrative functions with respect to the Plan, as
                           specified herein. If at any time the Global Benefits
                           Committee has not appointed a Fiduciary Committee,
                           the Global Benefits Committee (or the Board or one of
                           its duly appointed delegates if no Global Benefits
                           Committee then exists) shall act as the Fiduciary
                           Committee.

                                       41
<PAGE>

                  (2)      "Global Benefits Committee" means the committee
                           appointed by the Board or one of its duly appointed
                           delegates for purposes of performing certain
                           investment and administrative functions with respect
                           to the Plan, as specified herein. For periods prior
                           to January 1, 2004, and at any time thereafter that
                           the Board or one of its duly appointed delegates has
                           not appointed a Global Benefits Committee, the Board
                           or one of its duly appointed delegates shall act as
                           the Global Benefits Committee.

17.2     Employment of Advisers. The Company, Global Benefits Committee and
         Fiduciary Committee may retain such attorneys, accountants, consultants
         or other persons to render advice or to perform services with regard to
         their responsibilities under the Plan as they shall determine to be
         necessary or desirable. The Company, Global Benefits Committee and
         Fiduciary Committee may designate by written instrument (signed by both
         parties) one or more persons to carry out, where appropriate, their
         respective fiduciary responsibilities under the Plan. Duties and
         responsibilities under the Plan that have not been delegated to other
         fiduciaries pursuant to the preceding sentence shall be carried out by
         its directors, officers and employees, acting on behalf and in the name
         of the Company or applicable Committee in their capacities as
         directors, officers and employees, and not as individual fiduciaries.

17.3     Service in Several Fiduciary Capacities. Nothing herein shall prohibit
         any person or group of persons from serving in more than one fiduciary
         capacity with respect to the Plan.

ARTICLE 18. CLAIMS AND REVIEW PROCEDURES.

18.1     Applications for Benefits. Any application for benefits under the Plan
         shall be submitted to the Company at its principal office. Such
         application shall be in writing on the prescribed form and shall be
         signed by the applicant.

18.2     Denial of Applications. In the event that any application for benefits
         is denied in whole or in part, the Company shall notify the applicant
         in writing or electronically of the right to a review of the denial.
         Such written notice shall set forth, in a manner calculated to be
         understood by the applicant, specific reasons for the denial, specific
         references to the Plan provisions on which the denial was based, a
         description of any information or material necessary to perfect the
         application, an explanation of why such material is necessary, an
         explanation of the Plan's review procedure, and a statement of the
         applicant's right to bring a civil action under section 502(a) of ERISA
         following an adverse benefit determination on review. Such notice shall
         be given to the applicant within 90 days after the Company receives the
         application, unless special circumstances require an extension of time
         for processing the application. In no event shall such an extension
         exceed a period of 90 days from the end of the initial 90-day period.
         If such an extension is required, written notice thereof shall be
         furnished to the applicant before the end of the initial 90-day period.
         Such notice shall indicate the special circumstances requiring an
         extension of time and the date by which the Company expects to render a
         decision. If notice is not given to the applicant within the period
         prescribed by this

                                       42
<PAGE>

         Section 18.2, the application shall be deemed to have been denied for
         purposes of Section 18.3 upon the expiration of such period.

18.3     Requests for Review. Any person whose application for benefits is
         denied in whole or in part (or such person's duly authorized
         representative) may appeal the denial by submitting to the Fiduciary
         Committee a request for a review of such application within 90 days
         after receiving written notice of the denial. The Fiduciary Committee
         shall give the applicant or such representative an opportunity to
         review pertinent documents (except legally privileged materials) in
         preparing such request for review and to submit issues and comments in
         writing. The request for review shall be in writing and shall be
         addressed to the Company's principal office. The request for review
         shall set forth all of the grounds on which it is based, all facts in
         support of the request, and any other matters which the applicant deems
         pertinent. The Fiduciary Committee may require the applicant to submit
         such additional facts, documents or other material as it may deem
         necessary or appropriate in making its review.

18.4     Decisions on Review. The Fiduciary Committee shall act upon each
         request for review within 60 days after receipt thereof, unless special
         circumstances require an extension of time for processing, but in no
         event shall the decision on review be rendered more than 120 days after
         the Fiduciary Committee receives the request for review. If such an
         extension is required, written notice thereof shall be furnished to the
         applicant before the end of the initial 90-day period. The Fiduciary
         Committee shall give prompt, written or electronic notice of its
         decision to the applicant and to the Company. In the event that the
         Fiduciary Committee confirms the denial of the application for benefits
         in whole or in part, such notice shall set forth, in a manner
         calculated to be understood by the applicant, the specific reasons for
         such denial, specific references to the Plan provisions on which the
         decision is based, and a statement of the applicant's right to bring a
         civil action under section 502(a) of ERISA following an adverse benefit
         determination on review. To the extent that the Fiduciary Committee
         overrules the denial of the application for benefits, such benefits
         shall be paid to the applicant.

18.5     Rules and Procedures. The Fiduciary Committee shall adopt such rules
         and procedures, consistent with ERISA and the Plan, as it deems
         necessary or appropriate in carrying out its responsibilities under
         this Article 18.

18.6     Exhaustion of Administrative Remedies. No legal or equitable action for
         benefits under the Plan shall be brought unless and until the claimant
         (a) has submitted a written application for benefits in accordance with
         Section 18.1, (b) has been notified that the application is denied, (c)
         has filed a written request for a review of the application in
         accordance with Section 18.3, and (d) has been notified in writing or
         electronically that the Fiduciary Committee has affirmed the denial of
         the application; provided, however, that an action may be brought after
         the Company or the Fiduciary Committee has failed to act on the claim
         within the time prescribed in Section 18.2 and Section 18.4,
         respectively.

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<PAGE>

ARTICLE 19. AMENDMENT AND TERMINATION.

19.1     Right To Amend or Terminate. The Company expects to continue the Plan
         indefinitely. However, future conditions cannot be foreseen, and the
         Company reserves the right at any time and for any reason, by action of
         the Board or by a person or persons acting pursuant to a valid
         delegation of authority, (a) to amend the Plan, (b) to reduce or
         discontinue Employee Contributions, Company Contributions or all
         Contributions or (c) to terminate the Plan and the Trust Fund.

19.2     Protection of Participants. No amendment of the Plan shall reduce the
         benefit of any Participant that accrued under the Plan prior to the
         date when such amendment is adopted, except to the extent that a
         reduction in accrued benefits may be permitted by the Code and ERISA.
         No Plan amendment or other action by the Company shall divert any part
         of the Plan's assets to purposes other than the exclusive purpose of
         providing benefits to the Participants and Beneficiaries who have an
         interest in the Plan and of defraying the reasonable expenses of
         administering the Plan.

19.3     Effect of Termination. Upon termination of the Plan, no assets of the
         Plan shall revert to any Participating Company or be used for, or
         diverted to, purposes other than the exclusive purpose of providing
         benefits to Participants and Beneficiaries and of defraying the
         reasonable expenses of termination. If the Plan is terminated or
         partially terminated, or if all contributions to the Plan are
         completely discontinued, then each Participant who then is an Employee
         and who is directly affected by such event shall have a 100 percent
         vested interest in each of his or her Accounts, without regard to the
         number of Years of Service he or she has completed.

19.4     Allocation of Trust Fund Upon Termination. Upon termination of the
         Plan, the Trust Fund shall continue in existence until the Accounts of
         each Participant have been distributed to such Participant (or to his
         or her Beneficiary) pursuant to Article 8; provided, however, that the
         assets of the Plan shall be allocated in accordance with any applicable
         requirements under Section 403(d)(1) of ERISA.

19.5     Partial Termination. Upon a partial termination of the Plan, Sections
         19.3 and 19.4 shall apply with respect to such Participants and
         Beneficiaries as are affected by such partial termination.

ARTICLE 20. MISCELLANEOUS PROVISIONS.

20.1     Plan Mergers. The Plan shall not merge or consolidate with, or transfer
         assets or liabilities to, any other plan unless each Participant would
         receive a benefit immediately after such merger, consolidation or
         transfer (if the Plan then terminated) that is equal to or greater than
         the benefit that such Participant would have been entitled to receive
         immediately before the merger, consolidation or transfer (if the Plan
         had then terminated).

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<PAGE>

20.2     No Assignment of Property Rights. Except as otherwise provided in
         Article 9 with respect to QDROs or as provided in the following
         sentence, the interest or property rights of any Participant or
         Beneficiary in the Plan, in the Trust Fund or in any distribution to be
         made under the Plan shall not be subject to option nor be assignable,
         either by voluntary or involuntary assignment or by operation of law,
         including (without limitation) bankruptcy, garnishment, attachment or
         other creditor's process, and any act in violation of this Section 20.2
         shall be void. Notwithstanding any Plan provision to the contrary, a
         Participant's Plan benefits shall be reduced by any amount such
         Participant is ordered or required to pay to the Plan if the order or
         requirement to pay arises (i) under a judgement or conviction for a
         crime involving the Plan (ii) under a civil judgment (including a
         consent order or decree) entered by a court in an action brought in
         connection with a breach (or alleged breach) of fiduciary duty under
         ERISA, or (iii) pursuant to a settlement agreement entered into by the
         Participant and the Secretary of Labor in connection with a breach of
         fiduciary duty under ERISA by a fiduciary or any other person;
         provided, however, that the judgment, order, decree, or settlement
         agreement expressly provides for the offset of all or part of the
         amount ordered or required to be paid to the Plan against the
         Participant's benefits under the Plan.

20.3     No Employment Rights. Nothing in the Plan shall be deemed to give any
         individual a right to remain in the employ of an Affiliate or affect
         the right of an Affiliate to terminate an individual's employment at
         will with or without cause, at any time with or without notice, for any
         reason or no reason, which right is hereby reserved.

20.4     Choice of Law. The Plan and all rights thereunder shall be interpreted
         and construed in accordance with ERISA and, to the extent that state
         law is not preempted by ERISA, the law of the State of California.

20.5     Voting of Company Stock. Before each annual or special meeting of the
         Company's shareholders, the Company shall cause to be sent to each
         Participant who has invested any part of his or her Account in the
         Company Stock Fund the proxy statement and any related materials that
         are sent to the Company's registered shareholders. Each Participant
         shall have the right to instruct the Trustee confidentially (in writing
         on the prescribed form) with respect to the voting at such meeting of
         the number of shares of Company Stock that were allocated to the
         Participant's Account as of the Valuation Date immediately preceding
         the record date for such meeting or such later date, up to and
         including the record date for such meeting, as the Plan Administrator
         may deem practicable. Such instructions shall be submitted to the
         Trustee by the date specified by the Company and, once received by the
         Trustee, shall be irrevocable. Under no circumstances shall the Trustee
         permit any Participating Company or any officer, employee or
         representative thereof to see any voting instructions given by a
         Participant to the Trustee. The Trustee shall vote any Company Stock
         for which it has not received timely written instructions in the same
         proportion as the Trustee votes the shares for which timely voting
         instructions have been received from Participants.

20.6     Tender Offers. In the event that any person or group makes an offer
         subject to Section 14(d) of the Exchange Act to acquire all or part of
         the outstanding Company

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<PAGE>

         Stock, including Company Stock held in the Plan ("Acquisition Offer"),
         each Participant shall be entitled to direct the Trustee confidentially
         (on a form prescribed by the Company) to tender all or part of those
         shares of Company Stock that would then be subject to such
         Participant's voting instructions under Section 20.5 above. If the
         Trustee receives such an instruction by a date determined by the
         Trustee and communicated to Participants, the Trustee shall tender such
         Company Stock in accordance with such instruction. Any Company Stock as
         to which the Trustee does not receive instructions within such period
         shall not be tendered by the Trustee. The Trustee shall obtain and
         distribute to each Participant all appropriate materials pertaining to
         the Acquisition Offer, including the statement of the position of the
         Company with respect to such offer issued pursuant to Regulation
         14(e)-2 of the Exchange Act, as soon as practicable after such
         materials are issued, provided, however, that if the Company fails to
         issue such statement within five (5) business days after the
         commencement of such offer, the Trustee shall distribute such materials
         to each Participant without such statement by the Company and shall
         separately distribute such statement by the Company as soon as
         practicable after it is issued. The Trustee shall follow the procedures
         regarding confidentiality and verification of compliance with voting
         instructions described in Section 20.5 above.

ARTICLE 21. SPECIAL TOP-HEAVY PROVISIONS.

21.1     Determination of Top-Heavy Status. Any other provision of the Plan
         notwithstanding, this Article shall apply to any Plan Year in which the
         Plan is a Top-Heavy Plan. The Plan shall be considered a "Top-Heavy
         Plan" for a Plan Year if, as of the Determination Date for such Plan
         Year, the Top-Heavy Ratio for the Aggregation Group exceeds 60 percent.
         The top-heavy requirements of Section 416 of the Code and this Article
         21 of the Plan shall not apply in any year in which the Plan consists
         solely of a cash or deferred arrangement which meets the requirements
         of Section 401(k)(12) of the Code and matching contributions with
         respect to which the requirements of Section 401(m)(11) of the Code are
         met.

21.2     Minimum Allocations. For any Plan Year during which the Plan is a
         Top-Heavy Plan, the Company Contributions (exclusive of Qualified
         Nonelective Contributions and Qualified Matching Contributions)
         allocated to the Account of each Participant who is not a Key Employee,
         but who is an Employee on the last day of such Plan Year, shall not be
         less than the lesser of the following amounts:

         (a)      Three percent of his or her Top-Heavy Compensation; or

         (b)      A percentage of his or her Top-Heavy Compensation equal to the
                  greatest allocation of Company Contributions and Participant
                  Elected Contributions, expressed as a percentage of Top-Heavy
                  Compensation, made on behalf of any Participant who is a Key
                  Employee.

21.3     Special Definitions. For purposes of this Article 21, the following
         definitions shall apply:

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<PAGE>

         (a)      "Aggregation Group" means either the Required Aggregation
                  Group or any Permissive Aggregation Group, as the Company may
                  elect.

         (b)      "Determination Date" means the December 31 next preceding the
                  applicable Plan Year.

         (c)      "Key Employee" means a "key employee" (within the meaning of
                  Section 416(i) of the Code). In applying Section 416(i) of the
                  Code, "annual compensation" shall mean Top-Heavy Compensation

         (d)      "Permissive Aggregation Group" means a group of qualified
                  plans that includes (1) the Required Aggregation Group and (2)
                  one or more plans of the Affiliated Group that are not part of
                  the Required Aggregation Group. A Permissive Aggregation
                  Group, when viewed as a single plan, must satisfy the
                  requirements of Sections 401(a)(4) and 410 of the Code.

         (e)      "Required Aggregation Group" means a group of qualified plans
                  that includes (1) each plan of the Affiliated Group in which a
                  Key Employee is a participant and (2) each other plan of the
                  Affiliated Group that enables any plan in which a Key Employee
                  participates to meet the requirements to Section 401(a)(4) or
                  410 of the Code.

         (f)      "Top-Heavy Compensation" means Section 415 Compensation, as
                  defined in Section 15.5(b); provided, however, that Top-Heavy
                  Compensation shall not include any amount paid to a
                  Participant for the Plan Year in excess of the Compensation
                  Limitation.

         (g)      "Top-Heavy Ratio" means a percentage determined pursuant to
                  Section 416(g) of the Code.

21.4     Top-Heavy Vesting Rules. For periods after December 31, 2001, the
         minimum vesting required under Code Section 416(b) for any Plan Year in
         which the Plan is a Top-Heavy Plan is automatically satisfied pursuant
         to Section 7.1 of the Plan, which provides that all Accounts are fully
         vested at all times.

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<PAGE>

ARTICLE 22. EXECUTION.

To record the amendment and restatement of the Plan as set forth herein,
effective as of January 1, 2003, the Company has caused its authorized officer
to execute the same this 5th day of January , 2004.

                                           AMGEN INC.

                                           By /s/ Brian McNamee
                                              ------------------------------
                                                   Brian McNamee
                                                   Senior Vice President,
                                                   Human Resources

                                       48
<PAGE>

                                   APPENDIX A

Amgen (Bermuda) Clinical Development, Limited
Amgen (Bermuda) Clinical Development 2, Limited
Amgen (Bermuda) Clinical Development 3, Limited
Amgen (Bermuda) Clinical Development 4, Limited
Amgen (Bermuda) Clinical Development 5, Limited
Amgen (Bermuda) Clinical Development 6, Limited
Amgen (Bermuda) Clinical Development 7, Limited
Amgen (Bermuda) Clinical Development 8, Limited
Amgen USA Inc.
Immunex Corporation
Immunex Manufacturing Corporation
Immunex Rhode Island Corporation

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