FINISHMASTER, INC.

                           DEFERRED COMPENSATION PLAN
















                           Effective November 1, 2000
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                                TABLE OF CONTENTS

                                                                           PAGE
                                                                          ------

ARTICLE I--PURPOSE AND EFFECTIVE DATE........................................1

  1.1      Purpose...........................................................1
  1.2      Effective Date....................................................1

ARTICLE II--DEFINITIONS......................................................1

  2.1      Account...........................................................1
  2.2      Administrative Committee..........................................1
  2.3      Base Salary.......................................................1
  2.4      Beneficiary.......................................................1
  2.5      Board.............................................................1
  2.6      Bonus.............................................................2
  2.7      Change in Control.................................................2
  2.8      Commission........................................................3
  2.9      Company...........................................................3
  2.10     Deferral Commitment...............................................3
  2.11     Deferral Period...................................................3
  2.12     Determination Date................................................4
  2.13     Discretionary Contributions.......................................4
  2.14     Discretionary Contributions Account...............................4
  2.15     Earnings Index....................................................4
  2.16     Elective Deferred Compensation....................................4
  2.17     ERISA.............................................................4
  2.18     Financial Hardship................................................4
  2.19     Participant.......................................................4
  2.20     Participation Agreement...........................................5
  2.21     Plan..............................................................5
  2.22     Rate of Return....................................................5
  2.23     Retirement........................................................5
  2.24     401(k) Plan.......................................................5
  2.25     401(k) Plan Limit.................................................5
  2.26     Valuation Date....................................................5
  2.27     Years of Service..................................................5

ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS..........................6

  3.1      Eligibility and Participation.....................................6
  3.2      Form of Deferral..................................................6
  3.3      Limitations on Deferral Commitments...............................7
  3.4      Matching Contributions............................................7
  3.5      Cash Distributions and Transfers to 401(k) Plan...................7
  3.6      Discretionary Contributions.......................................8
  3.7      Commitment Limited by Termination.................................8

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ARTICLE IV--VESTING..........................................................8

  4.1      Vesting...........................................................8
  4.2      Forfeitures Under This Plan.......................................9

ARTICLE V--DEFERRED COMPENSATION ACCOUNTS....................................9

  5.1      Accounts..........................................................9
  5.2      Elective Deferred Compensation....................................9
  5.3      Allocation of Elective Deferred Compensation......................9
  5.4      Determination of Accounts........................................10
  5.5      Statement of Accounts............................................10

ARTICLE VI--PLAN BENEFITS...................................................10

  6.1      Distribution Election Requirements...............................10
  6.2      Transfers........................................................11
  6.3      Benefit Commencement.............................................11
  6.4      Withholding for Taxes............................................11
  6.5      Valuation and Settlement.........................................12
  6.6      Payment to Guardian..............................................12
  6.7      Nonhardship Withdrawal Election..................................12
  6.8      In-Service Withdrawals...........................................12
  6.9      Small Account Provision..........................................12

ARTICLE VII--BENEFICIARY DESIGNATION........................................13

  7.1      Beneficiary Designation..........................................13
  7.2      Changing Beneficiary.............................................13
  7.3      No Beneficiary Designation.......................................13
  7.4      Effect of Payment................................................13

ARTICLE VIII--ADMINISTRATION................................................13

  8.1      Administrative Committee; Duties.................................13
  8.2      Agents...........................................................13
  8.3      Binding Effect of Decisions......................................13
  8.4      Indemnity of Administrative Committee............................14

ARTICLE IX--CLAIMS PROCEDURE................................................14

  9.1      Claim............................................................14
  9.2      Denial of Claim..................................................14
  9.3      Review of Claim..................................................14
  9.4      Final Decision...................................................14

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ARTICLE X--AMENDMENT AND TERMINATION OF PLAN................................15

  10.1     Amendment........................................................15
  10.2     Company's Right to Terminate.....................................15

ARTICLE XI--MISCELLANEOUS...................................................16

  11.1     Unfunded Plan....................................................16
  11.2     Unsecured General Creditor.......................................16
  11.3     Trust Fund.......................................................16
  11.4     Nonassignability.................................................16
  11.5     Not a Contract of Employment.....................................17
  11.6     Protective Provisions............................................17
  11.7     Governing Law....................................................17
  11.8     Validity.........................................................17
  11.9     Notice...........................................................17
  11.10    Successors.......................................................17


<PAGE>

                               FINISHMASTER, INC.

                           DEFERRED COMPENSATION PLAN


                      ARTICLE I--PURPOSE AND EFFECTIVE DATE

1.1      Purpose

         The purpose of FinishMaster,  Inc.'s Deferred  Compensation  Plan is to
provide current tax planning  opportunities  as well as supplemental  funds upon
the retirement or death of certain employees.  It is intended that the Plan will
aid in attracting and retaining  employees of  exceptional  ability by providing
them with these benefits.

1.2      Effective Date

         The Plan is effective as of November 1, 2000.

                             ARTICLE II--DEFINITIONS

         For the  purposes  of this Plan,  the  following  terms  shall have the
meanings indicated, unless the context clearly indicates otherwise:

2.1      Account

         "Account" means the device used by the Company to measure and determine
the amounts to be paid to a Participant under the Plan. Separate subaccounts may
be  maintained  to properly  reflect  the  Participant's  balance  and  earnings
thereon.  A Participant's  Account shall not constitute or be treated as a trust
fund of any kind.

2.2      Administrative Committee

         "Administrative  Committee"  means  the  committee  designated  by  the
Compensation  Committee  appointed by the Board of Directors pursuant to Article
VIII.

2.3      Base Salary

         "Base  Salary"  means the  regular or base  salary or wages  (excluding
overtime,  incentive  and other  bonuses  or  commissions)  received  during the
applicable period from the Company.

2.4      Beneficiary

         "Beneficiary"  means  the  person,  persons  or entity  entitled  under
Article VII to receive any Plan benefits payable after a Participant's death.

2.5      Board

         "Board" means the Board of Directors of the Company.


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2.6      Bonus

         "Bonus" means the total of all cash paid as incentive or profit sharing
received during the applicable period from the Company.

2.7      Change in Control

         "Change in Control"  means an event or occurrence  set forth in any one
or more of  Subsections  2.7(a)  through  2.7(d) below  (including  any event or
occurrence  that  constitutes a Change in Control under one of such  Subsections
but is specifically exempted from another such Subsection):

                  (a) The acquisition by an individual,  entity or group (within
         the meaning of Section  13(d)(3) or 14(d)(2) of the  Securities  Act of
         1934,  as amended (the  "Exchange  Act")) (a  "Person")  of  beneficial
         ownership of any shares of beneficial interest in the Company if, after
         such acquisition,  such Person beneficially owns (within the meaning of
         rule 13d-3  promulgated  under the Exchange Act) forty percent (40%) or
         more of either:

                           (i) The then-outstanding share of beneficial interest
                  in the Company (the "Outstanding Company Shares"); or

                           (ii)    The    combined    voting    power   of   the
                  then-outstanding  shares of  beneficial  interest  the Company
                  entitled to vote  generally  in the election of the Board (the
                  "Outstanding Company Voting Shares");  provided, however, that
                  for purposes this Subsection 2.7(a) the following acquisitions
                  shall not constitute a Change in Control:

                                    (A) Any  acquisition by an employee  benefit
                           plan (or related Company)  sponsored or maintained by
                           the Company; or

                                    (B)  Any   acquisition  by  any  corporation
                           pursuant  to  a  transaction,   which  complies  with
                           clauses in Subsections 2.7(c)(i) and 2.7(c)(ii); or

                  (b) Such time as the  continuing  Board (as defined  below) do
         not constitute a majority of the Board (or, if applicable, the Board of
         Directors  of a  successor  corporation),  where  the term  "Continuing
         Member" means at any date a member of the Board:

                           (i) Who was a member of the Board on the date hereof;
                  or

                           (ii) Who was  nominated or elected  subsequent to the
                  date  hereof  with the  approval  of other  Board  members who
                  themselves  constitute  Continuing  Member at the time of such
                  nomination or election; provided, however, that there shall be
                  excluded from this Subsection  2.7(b)(ii) any individual whose
                  initial assumption of office occurred as a result of an actual
                  or threatened election contest with respect to the election or
                  removal   of  the  Board  or  other   actual   or   threatened
                  solicitation  of  proxies  or  consents,  by or on behalf of a
                  person other than the Board; or

                  (c)   The    consummation   of   a   merger,    consolidation,
         reorganization,  recapitalization or statutory share exchange involving
         the Company or a sale or other  disposition of all or substantially all
         of the  assets of the  Company  in one or a series of  transactions  (a
         "Business  Combination"),  unless,  immediately following such Business
         Combination, each of the following two conditions is satisfied:


<PAGE>

                           (i) All or  substantially  all of the individuals and
                  entities  who were the  beneficial  owners of the  Outstanding
                  Company   Shares  and   Outstanding   Company   Voting  Shares
                  immediately  prior to such Business  Combination  beneficially
                  own, directly or indirectly,  more than sixty percent (60%) of
                  the  then-outstanding  shares of beneficial interest or stock,
                  as the  case  may be,  and the  combined  voting  power of the
                  then-outstanding shares or stock, as the case may be, entitled
                  to vote generally in the election of the Board,  or directors,
                  as  the  case  may  be,  respectively,  of  the  resulting  or
                  acquiring   corporation  or  other  entity  in  such  Business
                  Combination  (which  shall  include,   without  limitation,  a
                  corporation  or  other  entity  which  as  a  result  of  such
                  transaction  owns  the  Company  or  substantially  all of the
                  Company's  assets  either  directly  or  through  one or  more
                  subsidiaries)  (such  resulting  or acquiring  corporation  or
                  other entity referred to herein as the "Acquiring  Entity") in
                  substantially   the  same   proportions  as  their  ownership,
                  immediately  prior  to  such  Business  Combination,   of  the
                  Outstanding  Company  Shares and  Outstanding  Company  Voting
                  Shares, respectively; and

                           (ii) No Person (excluding the Acquiring Entity or any
                  employee  benefit  plan (or  related  Company)  maintained  or
                  sponsored  by  the  Company  or  by  the   Acquiring   Entity)
                  beneficially owns, directly or indirectly, forty percent (40%)
                  or more of the then-outstanding  shares of beneficial interest
                  or stock as the case may be, of the  Acquiring  Entity,  or of
                  the combined  voting power of the  then-outstanding  shares of
                  such corporation or other entity entitled to vote generally in
                  the election of directors, as the case may be; or

                  (d) Approval by the  shareholders of the Company of a complete
         liquidation or dissolution of the Company.

2.8      Commission

         "Commission"  means the total of all  commissions  received  during the
applicable period from the Company.

2.9      Company

         "Company" means FinishMaster, Inc., an Indiana company.

2.10     Deferral Commitment

         "Deferral Commitment" means an election to defer Compensation made by a
Participant  pursuant  to  Article  III and for which a  separate  Participation
Agreement has been submitted by the Participant to the Administrative Committee.

2.11     Deferral Period

         "Deferral Period" means a calendar year.


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2.12     Determination Date

         "Determination Date" means the last day of each calendar month.

2.13     Discretionary Contributions

         "Discretionary  Contributions" means the Company contributions credited
to the  Participant's  Account in accordance with Section 3.6 of the Plan and as
determined by the Board.

2.14     Discretionary Contributions Account

         "Discretionary  Contributions  Account" means the account maintained by
the Company under the Plan for a Participant that is credited with Discretionary
Contributions.

2.15     Earnings Index

         "Earnings   Index"  means  a  portfolio   of  funds   selected  by  the
Administrative Committee from time to time to be used as an index in calculating
Rate of Return.

2.16     Elective Deferred Compensation

         "Elective Deferred  Compensation" means the amount of Compensation that
a Participant elects to defer pursuant to a Deferral Commitment.

2.17     ERISA

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

2.18     Financial Hardship

         "Financial   Hardship"  means  a  severe  financial   hardship  to  the
Participant  resulting from a sudden and  unexpected  illness or accident of the
Participant  or of a dependent (as defined in Section 152(a) of the Code) of the
Participant,  loss of the  Participant's  property  due to  casualty,  or  other
similar  extraordinary  and unforeseeable  circumstances  arising as a result of
events  beyond  the  control of the  Participant.  The  circumstances  that will
constitute an  unforeseeable  emergency will depend upon the facts of each case,
but in any case,  payment may not be made to the extent that such hardship is or
may be relieved:

                  (a) Through  reimbursement  or  compensation  by  insurance or
         otherwise,

                  (b) By liquidation of the Participant's  assets, to the extent
         the liquidation of such assets would not itself cause severe  financial
         hardship, or

                  (c) By cessation of deferrals under the Plan.

2.19     Participant

         "Participant"  means any eligible  individual  who has elected to defer
Compensation under this Plan.


<PAGE>

2.20     Participation Agreement

         "Participation   Agreement"   means  the   agreement   submitted  by  a
Participant  to the  Administrative  Committee  prior  to the  beginning  of the
Deferral  Period,  with respect to a Deferral  Commitment made for such Deferral
Period.

2.21     Plan

         "Plan" means this  FinishMaster,  Inc. Deferred  Compensation  Plan, as
amended from time to time.

2.22     Rate of Return

         "Rate of Return"  means the amount  credited (or debited)  monthly to a
Participant's Account under Article V.

2.23     Retirement

         "Retirement" means a Participant's  voluntary termination of employment
with the  Company on or after the  Participant's  attainment  of age  fifty-five
(55).

2.24     401(k) Plan

         "401(k) Plan" means the FinishMaster 401(k) Employee Savings Plan.

2.25     401(k) Plan Limit

         "401(k) Plan Limit" means the maximum  Salary  Reduction  contributions
that the Administrative Committee determines may be allocated to a Participant's
Account for the Plan Year under the 401(k) Plan, taking into consideration those
limitations applicable to the 401(k) Plan imposed by:

                  (a) Section 401(g) of the Internal Revenue Code,

                  (b) Section 415 of the Code,

                  (c) Sections 401(a)(17) of the Code, and

                  (d)  Nondiscrimination  tests under Sections 401(k) and 401(m)
         of the Code.

2.26     Valuation Date

         "Valuation  Date"  means  the  last  day  of the  month  in  which  the
Participant retires,  terminates or dies. The amount of lump-sum payment and the
initial amount of installments  shall be based on the value of the Participant's
vested Account balance or the Valuation Date.

2.27     Years of Service

         "Years of Service"  means the Years of Service  definition as stated in
the FinishMaster 401(k) Employee Savings Plan.


<PAGE>

               ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS

3.1      Eligibility and Participation

                  (a)  Eligibility.  Participation  in this Plan is open only to
         certain employees of the Company.

                           (i)   Criteria.   Employees   shall  be  eligible  to
                  participate in this Plan if:

                                    (A) They are determined by the Company or an
                           affiliated Company,  in its sole discretion,  to be a
                           member  of a select  group of  management  or  highly
                           compensated  employees as those terms are defined for
                           purposes of Sections 201(2),  301(a)(3) and 401(a)(1)
                           of the  Employee  Retirement  Income  Security Act of
                           1974 (ERISA), as amended ("key employees"); and

                                    (B)    They    are    designated    by   the
                           Administrative   Committee   to   be   eligible   for
                           participation in this Plan.

                  (b)   Participation.   An  eligible   employee  may  elect  to
         participate  in the  Plan  with  respect  to  any  Deferral  Period  by
         submitting a Participation Agreement to the Administrative Committee by
         December 31 of the calendar  year  immediately  preceding  the Deferral
         Period.

                  (c) Part-Year  Participation.  When an employee  first becomes
         eligible   to  defer   Compensation   during  a  Deferral   Period,   a
         Participation   Agreement  must  be  submitted  to  the  Administrative
         Committee no later than thirty (30) days following  notification to the
         employee of  eligibility  to defer,  and such  Participation  Agreement
         shall be effective only with regard to  Compensation  earned or payable
         following  the  submission  of  the  Participation   Agreement  to  the
         Administrative Committee.

3.2      Form of Deferral

         A  Participant  may elect  Deferral  Commitments  in the  Participation
Agreement as follows:

                  (a) Base Salary  Deferral  Commitment.  A base salary Deferral
         Commitment  of  one  percent  to  ninety  percent  (1%-90%),  in  whole
         percentages, may be deferred.

                  (b) Incentive and Bonus Deferral Commitment.  An incentive and
         bonus Deferral  Commitment of up to one hundred percent (100%) of bonus
         payable may be deferred.

                  (c)  Commission  Deferral  Commitment.  A commission  Deferral
         Commitment of up to ninety  percent (90%) of commission  payable may be
         deferred.

                  (d)  Minimum   Deferral   Commitment.   The  minimum  Deferral
         Commitment shall be five hundred dollars ($500) and may be changed from
         time to time by the Administrative Committee.

3.3      Limitations on Deferral Commitments

         The Administrative Committee may change the minimum or maximum deferral
amounts from time to time by giving written notice to all Participants.  No such
change  may  affect a  Deferral  Commitment  made  prior  to the  Administrative
Committee's action.

3.4      Matching Contributions

         For each Plan Year, the Company will contribute Matching  Contributions
in an  amount  equal  to the  Applicable  Percentage  of the  total  amount  the
Participant  has elected to defer.  The Applicable  Percentage used to determine
the Matching  Contributions  for the Plan Year shall mean the percentage used to
determine the Basic Matching Contributions under the Company 401(k) Plan for the
Plan  Year up to the first  six  percent  (6%) of  participant  contribution  as
follows:

               1                                 2
           Calendar                          Matching
           Years of                        Contribution
          Eligibility                    Percentage of 6%
         --------------------------------------------------
               1st                                10%
               2nd                                15
               3rd                                20
            4th and
            Beyond                                25%
         ==================================================

         The  foregoing  Matching   Contributions   shall  be  credited  to  the
Participant's Account at the end of each calendar quarter for which the Deferral
Commitment is made, and to which the Matching Contribution relates,  withheld or
as  soon as  practical  thereafter.  The  Participant's  Matching  Contributions
Account  under  the  Plan  shall  be  reduced  by the  amount  of  any  Matching
Contributions  allocated to the  Participant's  Account for that Plan Year under
the 401(k) Plan. The Participant's Matching Contributions Account under the Plan
shall be reduced by the amount of any Matching Contributions made by the Company
that are transferred from the Plan to the 401(k) Plan pursuant to Section 3.5(d)
hereof.  The Participant's  Matching  Contributions  Account under the Plan also
shall be reduced by the amount of any Matching  Contributions,  and any earnings
allocable  thereto,  made by the Company with respect to any  Spill-Over  Amount
that the  Participant  has elected to receive in cash pursuant to Section 3.5(b)
hereof. Participants must be employed through the end of the calendar quarter in
which the Matching Contribution is made to receive the Matching Contribution.

3.5      Cash Distributions and Transfers to 401(k) Plan

                  (a)  Each  Participant   shall  elect,  in  the  Participation
         Agreement  for the Plan  Year,  to have that  portion  of the  Deferral
         Commitment  for the affected  Plan Year that does not exceed the 401(k)
         Plan Limit (the  "Spill-Over  Amount"),  but not any earnings  thereon,
         either to be:

                           (i) Distributed to the Participant in cash, or

                           (ii)  Transferred  from the  Company  into the 401(k)
                  Plan and  credited  to the  Participant's  Account  as  Salary
                  Reduction  contributions  under the  401(k)  Plan for the Plan
                  Year for which the Deferral Commitment is made.

               The Spill-Over  Amounts, as determined for Participants who elect
         to make  Tax-Deferral  Contributions  under  the Plan for a Plan  Year,
         shall not be readjusted for the fact that any Participants have elected
         to  receive  the  Spill-Over  Amount  in  cash  instead  of  having  it
         transferred  to the 401(k) Plan.  However,  if a Participant  elects to
         receive the Spill-Over Amount in cash, such amount shall not be treated
         as a  Tax-Deferred  Contribution  for the purposes of  determining  the
         amount of any Matching  Contributions  or  Discretionary  Contributions
         with respect to such amount.

                  (b)  Distributions of Spill-Over  Amounts in cash for any Plan
         Year shall be made as soon as  practical  after,  but by no later than,
         the March 15  immediately  following  the last day of the Plan Year for
         which those  amounts  were  contributed  to the Plan.  Transfers to the
         401(k)  Plan of  Spill-Over  Amounts for any Plan Year shall be made as
         soon as practical  each year,  but by no later than,  January 31 of the
         next year for which those amounts were contributed to the Plan.

                  (c)   The   balance   of   the   Participant's    Tax-Deferred
         Contributions  for the affected  Plan Year,  and all of the earnings or
         losses applicable  thereto,  will remain in and be accounted for by the
         Plan in accordance with Section 4.2.

                  (d) If a Participant  elects to transfer his Spill-Over Amount
         for any Plan Year to the 401(k) Plan, then the  Participant's  Matching
         Contributions  attributable  to the  Spill-Over  Amount,  but  not  any
         earnings  thereon,  shall be  transferred  to the 401(k)  Plan,  to the
         extent such Matching Contributions do not exceed the 401(k) Plan limit.
         Transfers of Matching Contributions pursuant to this Section (d) to the
         401(k) Plan for any Plan Year shall be made as soon as practical after,
         but no later than,  January 31 of the next year for which such Matching
         Contributions were contributed to the Plan.

3.6      Discretionary Contributions

         For  each  Plan  Year,  the  Company  shall  contribute   Discretionary
Contributions  to the Plan  pursuant to such formula or  instructions  as may be
designated by the Administrative  Committee for any Plan Year from time to time.
Each  Discretionary  Contribution for each Participant  shall be credited to the
Participant's Discretionary Contributions Account as determined by the Board.

3.7      Commitment Limited by Termination

         If a Participant  terminates  employment  with the Company prior to the
end of the  Deferral  Period,  the Deferral  Period and the Deferral  Commitment
shall end at the date of termination.

                               ARTICLE IV--VESTING

                  4.1 Vesting

                  (a) Each Participant shall be at all times fully vested in his
         or her Deferral  Commitment,  including  any income of losses  thereon,
         held in the Participant's Account.


<PAGE>

                  (b)  Each   Participant   shall  be  vested  in  the  Matching
         Contributions  Account  and  Discretionary   Contributions  Account  in
         accordance with the following schedule:

               1                           2
           Years of                     Vested
            Service                   Percentage
         ------------------------------------------
               1                            0%
               2                           25
               3                           50
               4                           75
               5                          100
         ==========================================

               Participants   shall  become  fully  vested  in  their   Matching
         Contributions  and their  Discretionary  Contributions  Account  in the
         event that their employment with the Company  terminates as a result of
         their death, disability or Retirement.

4.2      Forfeitures Under This Plan

         The  nonvested  portion of the  Participant's  Account  under this Plan
shall be forfeited immediately upon termination of the Participant's  employment
with the Company.  Any forfeitures under this Section 4.2, and any reductions in
the Participant's  Matching  Contributions Account pursuant to the last sentence
of Section 3.4 of the Plan,  and any  withdrawal  penalties  under  Section 6.7,
shall be  applied  against  and  reduce  Plan  expenses  and the  amount  of the
Company's contributions.

                    ARTICLE V--DEFERRED COMPENSATION ACCOUNTS

5.1      Accounts

         For record  keeping  purposes  only, an Account shall be maintained for
each  Participant.  The Account shall be a bookkeeping  device  utilized for the
sole purpose of  determining  the benefits  payable under the Plan and shall not
constitute a separate fund of assets.

5.2      Elective Deferred Compensation

         A Participant's Elective Deferred Compensation shall be credited to the
Participant's Account at the same time the corresponding  nondeferred portion of
the Compensation  becomes or would have become payable. Any withholding of taxes
or other  amounts  with  respect to deferred  Compensation  which is required by
state, federal or local law shall be withheld from the Participant's nondeferred
Compensation  to the maximum extent possible with any excess reducing the amount
to be credited to the Participant's Account.

5.3      Allocation of Elective Deferred Compensation

                  (a) At the time a Participant  completes a Deferral Commitment
         for a Deferral Period, the Participant shall also select the Investment
         Index or Indices in which the Participant  wishes to have the deferrals
         deemed  invested.   The  Participant  may  select  any  combination  of
         Investment Indices.

                  (b) A  Participant  may change the  amounts  allocated  to the
         Investment Indices on the first day of each calendar quarter,  provided
         that the  Participant  submitted  notice of the change at least  twenty
         (20) days before the first day of the calendar quarter.  The change may
         apply to  prospective  deferrals  only or may include  current  Account
         balances.

5.4      Determination of Accounts

         Each Participant's  Account as of each Determination Date shall consist
of the  balance of the  Participant's  Account as of the  immediately  preceding
Determination  Date,  plus  the  Participant's  Elective  Deferred  Compensation
credited during the period, plus (or minus) the applicable Rate of Return, minus
the  amount  of  any   distributions   made  since  the  immediately   preceding
Determination Date.

5.5      Statement of Accounts

         The Administrative Committee shall give to each Participant a statement
setting forth the balances in the Participant's Account on a quarterly basis and
at such other times as may be determined by the Administrative Committee.

                            ARTICLE VI--PLAN BENEFITS

6.1      Distribution Election Requirements

         Upon  enrollment,  the  Participant  must  select a payment  date and a
distribution option for amounts deferred under the Plan.

                  (a) Payment  Date.  Participants  will elect a payment date to
         commence  payment of the  amounts  deferred in each Plan Year that they
         participate in the Plan. The payment date options are:

                           (i) Retirement.

                           (ii) A  future  specified  date in the  year at least
                  three (3) years  from the year in which  the  Compensation  is
                  deferred under the terms of this plan.

                  Provided that (A) to the degree that a Participant has elected
         (ii) above,  payments from the  Participant's  Account must commence no
         later than two (2) years from the Participant's retirement,  and (B) in
         all events,  irrespective  of the  Participant's  election of specified
         date or  Retirement,  payments  shall  commence under the Plan no later
         than the last day of the Plan  Year in which any such  Participant  has
         attained age seventy and a half (70 1/2), as determined by the Company.

                  (b) General Distribution Option.  Participants will choose one
         of the following general  distribution  options for payments commencing
         at the payment date as follows:

                           (i) A single lump-sum payment

                           (ii) Sixty (60) monthly installments


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                           (iii) One hundred twenty (120) monthly  installments;
                  or

                           (iv) One hundred eighty (180) monthly installments.

                  (c)  Distributions  Following  Termination  of  Employment.  A
         Participant's Account may be distributed to the Participant as follows:

                           (i) Termination Benefit.

                                    (A)  Benefit   Amount.   If  a   Participant
                           terminates  employment,  the Company shall pay to the
                           Participant a benefit equal to the vested  balance in
                           the Participant's Account.

                                    (B) Form of Benefit.  Benefits shall be paid
                           in a lump sum.

                  (d) Distribution at Death, Permanent Total Disability.

                           (i)  Preretirement.   If  a  Participant   terminates
                  employment  with the Company due to death or  permanent  total
                  disability,   the  Company  shall  pay  to  the  Participant's
                  Beneficiary a lump-sum  benefit equal to the vested balance in
                  the Participant's Account.

                           (ii) Postretirement. If a Participant dies or becomes
                  permanently  disabled following the Participant's  Retirement,
                  the  Company  shall  continue  to pay  any  remaining  benefit
                  payments  to  the   Participant's   Beneficiary  in  the  form
                  previously elected by the Participant for Retirement benefits.

6.2      Transfers

         The  transfer  of  a  Participant   to  any  affiliated  or  subsidiary
corporation of the Company shall not be a termination of employment for purposes
of this Plan.  Upon the  retirement,  death or  termination  of  employment of a
transferred  Participant,  each  Company  with  whom that  Participant  had been
employed  shall be  responsible  for  paying the  portion  of the  Participant's
benefit that was accrued during the Participant's period of employment with that
particular Company.

6.3      Benefit Commencement

         Benefits shall commence after the end of the first quarter in which the
Employee terminates.

6.4      Withholding for Taxes

         To the extent  required by the law in effect at the time  payments  are
made, the Company shall withhold from payments made hereunder any taxes required
to be withheld by the federal or any state or local  government.  A beneficiary,
however,  may elect not to have  withholding  of federal  income tax pursuant to
Section 3405 of the Internal Revenue Code, or any successor provision thereto.

6.5      Valuation and Settlement

         The amount of a lump-sum  payment and the initial  installment  payment
shall be based on the value of the  Participant's  Account on the  Determination
Date immediately preceding the lump-sum or installment payment.

6.6      Payment to Guardian

         The  Administrative  Committee may direct payment to the duly appointed
guardian, conservator, or other similar legal representative of a Participant or
Beneficiary   to  whom   payment  is  due.  In  the  absence  of  such  a  legal
representative,  the  Administrative  Committee  may,  in it sole  and  absolute
discretion,  make  payment to a person  having the care and  custody of a minor,
incompetent  or person  incapable of handling the  disposition  of property upon
proof satisfactory to the Administrative Committee of incompetency, minority, or
incapacity.  Such  distribution  shall completely  discharge the  Administrative
Committee from all liability with respect to such benefit.

6.7      Nonhardship Withdrawal Election

         A  Participant  may  elect,  at any  time,  on a form  provided  by the
Administrative  Committee,  to withdraw  all or any portion of his/her  Deferral
Account,  less a  withdrawal  penalty  equal to ten percent  (10%) of the amount
elected to be withdrawn.  A Participant who elects to make a withdrawal pursuant
to  this  Section  shall  not  be  eligible  to  make  any  additional  Deferral
Contributions  to the Plan for the period from the date on which the election is
made through the end of the Plan Year that begins after that date.

6.8      In-Service Withdrawals

         A Participant  may elect,  in his/her  Participation  Agreement for any
year,  to  receive a future  withdrawal  from the Plan in the form of a lump-sum
amount equal to the value of the portion of the Account that is  attributable to
his  contributions  for that year. Each withdrawal  elected shall be paid within
sixty  (60)  days  after  the  last  day  of any  Plan  Year  designated  by the
Participant  that is at least three (3) Plan Years after the Plan Year for which
the  contribution  is made.  If the  Participant's  employment  with the Company
terminates  before  the  In-Service   Withdrawal  would  have  been  made,  then
distribution will be made at the time and in the form provided in Section 6.1. A
Participant who has made an In-Service  Withdrawal election may revoke or change
that  election  by  written  notice to the  Administrative  Committee  on a form
provided;  provided,  however,  that no such revocation or change shall be given
effect  unless it is made at least  thirteen  (13)  months  prior to the date on
which the withdrawal otherwise would commence.

6.9      Small Account Provision

         If the  Participant's  vested account balance is under fifteen thousand
($15,000) on the Valuation Date as defined in Section 2.26, it shall be paid out
in a lump  sum  irrespective  of the  payment  option  elected  at the  time  of
enrollment.

                      ARTICLE VII--BENEFICIARY DESIGNATION

7.1      Beneficiary Designation

         Each  Participant  shall have the right,  at any time,  to  designate a
Beneficiary  (both primary as well as  contingent)  to whom benefits  under this
Plan shall be paid if a Participant  dies prior to complete  distribution to the
Participant  of the benefits due under the Plan.  Each  Beneficiary  designation
shall be in a written form prescribed by the Administrative  Committee, and will
be  effective  only when  filed  with the  Administrative  Committee  during the
Participant's lifetime.

7.2      Changing Beneficiary

         Any Beneficiary designation may be changed by a Participant without the
consent of the previously  named  Beneficiary by the filing of a new Beneficiary
designation with the Administrative  Committee.  The filing of a new Beneficiary
designation  shall cancel all Beneficiary  designations  previously  filed. If a
Participant's  Compensation is community property,  any Beneficiary  Designation
shall be valid or effective only as permitted under applicable law.

7.3      No Beneficiary Designation

         In the  absence  of an  effective  Beneficiary  Designation,  or if all
designated  Beneficiaries  predecease  the  Participant or die prior to complete
distribution  of  the  Participant's  benefits,  the  Participant's   designated
Beneficiary shall be the Participant's estate.

7.4      Effect of Payment

         Payment to the  Beneficiary  shall  completely  discharge the Company's
obligations under this Plan.

                          ARTICLE VIII--ADMINISTRATION

8.1      Administrative Committee; Duties

         The Plan shall be  administered  by an  Administrative  Committee which
shall have the  authority to  interpret  and enforce all  appropriate  rules and
regulations for the administration of the Plan and decide or resolve any and all
questions,  including  interpretations  of  the  Plan,  as  may  arise  in  such
administration.

8.2      Agents

         The Administrative  Committee may, from time to time, employ agents and
delegate to them such administrative duties as it sees fit, and may from time to
time consult with counsel who may be counsel to the Company.

8.3      Binding Effect of Decisions

         The decision or action of the Administrative  Committee with respect to
any  question  arising  out  of  or  in  connection  with  the   administration,
interpretation  and  application  of the  Plan  and the  rules  and  regulations
promulgated  hereunder  shall be final,  conclusive and binding upon all persons
having any interest in the Plan.

8.4      Indemnity of Administrative Committee

         The  Company  shall  indemnify  and hold  harmless  the  members of the
Administrative  Committee against any and all claims,  loss, damage,  expense or
liability arising from any action or failure to act with respect to this Plan on
account of such person's service on the Administrative Committee,  except in the
case of gross negligence or willful misconduct.

                          ARTICLE IX--CLAIMS PROCEDURE

9.1      Claim

         Any person claiming a benefit,  requesting an  interpretation or ruling
under the Plan,  or  requesting  information  under the Plan shall  present  the
request  in writing  to the  Administrative  Committee  which  shall  respond in
writing within thirty (30) days.

9.2      Denial of Claim

         If the claim or request is denied,  the written  notice of denial shall
state:

                  (a) The reason for denial, with specific reference to the Plan
         provisions on which the denial is based.

                  (b) A description  of any  additional  material or information
         required and an explanation of why it is necessary.

                  (c) An explanation of the Plan's claim review procedure.

9.3      Review of Claim

         Any person  whose claim or request is denied or who has not  received a
response  within thirty (30) days may request  review by notice given in writing
to the Administrative  Committee.  The claim or request shall be reviewed by the
Administrative  Committee  who may,  but shall  not be  required  to,  grant the
claimant a hearing.  On review,  the claimant may have  representation,  examine
pertinent documents, and submit issues and comments in writing.

9.4      Final Decision

         The decision on review  shall  normally be made within sixty (60) days.
If  an  extension   of  time  is  required  for  a  hearing  or  other   special
circumstances,  the  claimant  shall be notified and the time limit shall be one
hundred  twenty (120) days. The decision shall be in writing and shall state the
reason and the relevant plan provisions.  All decisions on review shall be final
and bind all parties concerned.

                  ARTICLE X--AMENDMENT AND TERMINATION OF PLAN

10.1     Amendment

                  (a) The Company, through its Board shall have the right at any
         time and from time to time to amend, in whole or in part, any or all of
         the  provisions  of this Plan.  Any  amendment  shall be in writing and
         signed by the Board.

                  (b) The  Administrative  Committee  may adopt  any  technical,
         clerical, conforming or clarifying amendment or other change, provided:

                           (i) The  Administrative  Committee deems it necessary
                  or advisable to:

                                    (A) Correct any defect,  supply any omission
                           or reconcile any  inconsistency in order to carry out
                           the intent and purposes of the Plan;

                                    (B)   Maintain   the  Plan's   status  as  a
                           "top-hat" plan for purposes of ERISA; or

                                    (C)  Facilitate  the  administration  of the
                           Plan;

                           (ii) The  amendment  or change does not,  without the
                  consent of the Company's Board,  materially  increase the cost
                  to the Company of maintaining the Plan; and

                           (iii)   Any   formal   amendment   adopted   by   the
                  Administrative  Committee  shall be in  writing,  signed  by a
                  majority of the Administrative Committee and promptly reported
                  to the Board.

                  (c)  To the  extent  permitted  under  subsection  (e)  below,
         amendments may have an immediate,  prospective or retroactive effective
         date.

                  (d) Amendments do not require the consent of any  Participant,
         Beneficiary or the Company.

                  (e) No  amendment  shall  reduce the amount  credited or to be
         credited to any Account as of the date notice of the amendment is given
         to Participants.

                  (f) The Company or the  Administrative  Committee shall notify
         all  affected  parties of any  amendment or change to the Plan within a
         reasonable time of its adoption.

10.2     Company's Right to Terminate

         The Board may at any time  partially or  completely  terminate the Plan
if, in its judgment,  the tax, accounting or other effects of the continuance of
the Plan, or potential payments thereunder would not be in the best interests of
the Company.

                  (a) Partial Termination. The Board may partially terminate the
         Plan by  instructing  the  Administrative  Committee  not to accept any
         additional Deferral Commitments.  If such a partial termination occurs,
         the Plan shall  continue  to operate  and be  effective  with regard to
         Deferral  Commitments  entered into prior to the effective date of such
         partial termination.

                  (b) Complete  Termination.  The Board may completely terminate
         the Plan by instructing the Administrative  Committee not to accept any
         additional  Deferral  Commitments,   and  by  terminating  all  ongoing
         Deferral  Commitments.  If such a complete termination occurs, the Plan
         shall cease to operate and the Company shall pay out each Account as if
         it were fully  vested.  Payment  shall be made in a lump sum.  Payments
         shall  commence  within sixty (60) days after the Board  terminates the
         Plan.

                            ARTICLE XI--MISCELLANEOUS

11.1     Unfunded Plan

         This plan is an unfunded plan maintained  primarily to provide deferred
compensation  benefits for a select group of "management  or  highly-compensated
employees"  within the  meaning of  Sections  201,  301 and 401 of the  Employee
Retirement Income Security Act of 1974, as amended  ("ERISA"),  and therefore is
exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.

11.2     Unsecured General Creditor

         Participants and Beneficiaries  shall be unsecured  general  creditors,
with no secured or preferential  right to any assets of the Company or any other
party for  payment of benefits  under this Plan.  Any life  insurance  policies,
annuity contracts or other property  purchased by the Company in connection with
this Plan shall remain its  general,  unpledged  and  unrestricted  assets.  The
Company's  obligation under the Plan shall be an unfunded and unsecured  promise
to pay money in the future.

11.3     Trust Fund

         At its  discretion,  the Company may  establish one (1) or more trusts,
with such trustees as the Company may approve,  for the purpose of providing for
the  payment of  benefits  owed under the Plan.  Although  such a trust shall be
irrevocable,  its  assets  shall be held for  payment of the  Company's  general
creditors in the event of insolvency or  bankruptcy.  To the extent any benefits
provided under the Plan with respect to the Company's Participants are paid from
any such trust,  that the Company shall have no further  obligation to pay them.
If not paid from the trust,  such benefits shall remain the obligation solely of
the Company.

11.4     Nonassignability

         Neither a  Participant  nor any other  person  shall  have any right to
commute,  sell,  assign,  transfer,  pledge,  anticipate,  mortgage or otherwise
encumber,  transfer,  hypothecate  or convey in  advance of actual  receipt  the
amounts,  if any,  payable  hereunder,  or any part thereof,  which are, and all
rights to which are, expressly declared to be unassignable and  nontransferable.
No part of the amounts  payable shall,  prior to actual  payment,  be subject to
seizure or  sequestration  for the payment of any debts,  judgments,  alimony or
separate  maintenance  owed  by a  Participant  or  any  other  person,  nor  be
transferable  by operation of law in the event of a  Participant's  or any other
person's  bankruptcy or insolvency.  The benefits  provided by this Plan are not
subject to the  Qualified  Domestic  Relation  Order  provisions of ERISA or the
Internal Revenue Code of 1986, as amended.


<PAGE>



11.5     Not a Contract of Employment

         This Plan shall not  constitute  a contract of  employment  between the
Company and the  Participant.  Nothing in this Plan shall give a Participant the
right to be  retained in the  service of the  Company or to  interfere  with the
right of the Company to discipline or discharge a Participant at any time.

11.6     Protective Provisions

         A Participant will cooperate with the Company by furnishing any and all
information  requested  by the  Company in order to  facilitate  the  payment of
benefits hereunder,  and by taking such physical examinations as the Company may
deem necessary and taking such other action as may be requested by the Company.

11.7     Governing Law

         The  provisions  of  this  Plan  shall  be  construed  and  interpreted
according  to the laws of the State of Indiana,  except as  preempted by federal
law.

11.8     Validity

         In case any provision of this Plan shall be held illegal or invalid for
any reason,  said illegality or invalidity  shall not affect the remaining parts
hereof,  but this Plan shall be  construed  and  enforced as if such illegal and
invalid provision had never been inserted herein.

11.9     Notice

         Any notice  required or permitted under the Plan shall be sufficient if
in writing and hand  delivered or sent by  registered  or certified  mail.  Such
notice  shall be deemed as given as of the date of  delivery  or, if delivery is
made  by  mail,  as of the  date  shown  on the  postmark  on  the  receipt  for
registration or  certification.  Mailed notice to the  Administrative  Committee
shall be directed to the Company's  address.  Mailed notice to a Participant  or
Beneficiary  shall be directed  to the  individual's  last known  address in the
Company's records.

11.10    Successors

         The  provisions of this Plan shall bind and inure to the benefit of the
Company and its successors and assigns. The term successors as used herein shall
include any corporate or other business  entity which shall,  whether by merger,
consolidation,  purchase or otherwise  acquire all or  substantially  all of the
business and assets of the Company,  and  successors of any such  corporation or
other business entity.

                                          FINISHMASTER, INC.


                                     By:
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                                          Its:

                                  Dated:
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