`Exhibit 10.2(a)

                          FINLAY RETIREMENT INCOME PLAN

                             As amended and restated
                              through June 25, 2003




                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I Definitions......................................................... 3
  1.1 Accounts................................................................ 3
  1.2 Affiliate............................................................... 3
  1.3 Appropriate Form........................................................ 3
  1.4 Beneficiary............................................................. 3
  1.5 Board of Directors...................................................... 4
  1.6 Break in Service........................................................ 4
  1.7 Catch-up Contributions.................................................. 4
  1.8 Closed Savings Account.................................................. 4
  1.9 Code.................................................................... 4
  1.10 Committee.............................................................. 4
  1.11 Company................................................................ 4
  1.12 Compensation........................................................... 4
  1.13 Contribution Agreement................................................. 5
  1.14 Date of Hire........................................................... 5
  1.15 Disability............................................................. 5
  1.16 Early Retirement Date.................................................. 6
  1.17 Elective Contributions................................................. 6
  1.18 Elective Contributions Account......................................... 6
  1.19 Eligible Employee/Eligible Participant................................. 6
  1.20 Employer............................................................... 7
  1.21 Entry Date............................................................. 7
  1.22 ERISA.................................................................. 7
  1.23 Highly Compensated Employee............................................ 7
  1.24 Hour of Service........................................................ 7
  1.25 Investment Fund........................................................ 7
  1.26 Leased Employee........................................................ 7
  1.27 Matching Contributions................................................. 8
  1.28 Matching Contributions Account......................................... 8
  1.29 Normal Retirement Date................................................. 8
  1.30 Participant............................................................ 8
  1.31 Plan................................................................... 8
  1.32 Plan Year.............................................................. 8
  1.33 Profit-Sharing Contributions........................................... 8
  1.34 Profit-Sharing Contributions Account................................... 8
  1.35 Qualified Nonelective Contributions.................................... 8
  1.36 Reemployment Date...................................................... 8
  1.37 Rollover Contributions................................................. 8
  1.38 Rollover Contributions Account......................................... 8
  1.39 Service................................................................ 8




  1.40 Severance Date........................................................  8
  1.41 Severance Period......................................................  9
  1.42 Termination of Employment.............................................  9
  1.43 Total Compensation....................................................  9
  1.44 Trust Agreement....................................................... 10
  1.45 Trust Fund............................................................ 10
  1.46 Trustee............................................................... 10
  1.47 Valuation Date........................................................ 11
ARTICLE II Participation..................................................... 12
  2.1 In General............................................................. 12
  2.2 Transfer to Eligible Employment........................................ 13
  2.3 Reemployment........................................................... 13
  2.4 Contribution Agreement Required for Elective Contributions............. 14
  2.5 Suspension on Transfer to Ineligible Employment........................ 14
  2.6 Transfers Between Employers............................................ 15
  2.7 No Employment Rights................................................... 15
ARTICLE III Contributions.................................................... 16
  3.1 Profit-Sharing Contributions........................................... 16
  3.2 Elective Contributions................................................. 17
  3.3 Matching Contributions................................................. 20
  3.4 Section 401(k) Limit on Elective Contributions......................... 21
  3.5 Section 401(m) Limit on Matching Contributions......................... 25
  3.6 Special Rules.......................................................... 27
  3.7 Application............................................................ 30
  3.8 Form of Payment........................................................ 30
  3.9 Contributions May Not Exceed Amount Deductible......................... 31
  3.10 Contributions Conditioned on Deductibility and Plan Qualification..... 31
  3.11 Expenses.............................................................. 31
  3.12 Profits Not Required.................................................. 31
  3.13 Contributions for Military Service.................................... 31
  3.14 Rollovers............................................................. 32
ARTICLE IV Accounts and Designation of Investment Funds...................... 33
  4.1 Plan Accounts.......................................................... 33
  4.2 Investment Funds....................................................... 33
  4.3 Designation of Investment Funds........................................ 34
  4.4 Frequency of Changes of Designation.................................... 35
  4.5 Valuation of Investment Funds.......................................... 35
  4.6 Allocation of Investment Adjustments................................... 36
  4.7 Account Adjustments.................................................... 36
  4.8 Correction of Error.................................................... 37
  4.9 Allocation Shall Not Vest Title........................................ 37
  4.10 Statement of Accounts................................................. 37
  4.11 Merger of Field Plan.................................................. 37




ARTICLE V Vesting............................................................ 39
  5.1 Profit-Sharing Contributions Account................................... 39
  5.2 Matching Contributions Account......................................... 39
  5.3 Elective Contributions Account and Closed Savings Account.............. 39
  5.4 Earlier Vesting in Profit-Sharing Contributions Account and
      Matching Contributions Account......................................... 40
  5.5 Forfeitures............................................................ 40
  5.6 Former Tru-Run Employees............................................... 41
  5.7 Former Adrien Arpel Employees.......................................... 41
ARTICLE VI Service........................................................... 42
  6.1 Service................................................................ 42
  6.2 Break in Service....................................................... 42
  6.3 Rule of Parity......................................................... 42
  6.4 Service with Predecessors.............................................. 42
  6.5 Nonduplication......................................................... 43
ARTICLE VII Distributions and Withdrawals.................................... 44
  7.1 Distribution on Termination of Employment.............................. 44
  7.2 Hardship Withdrawals................................................... 44
  7.3 Withdrawals After Age 59-1/2........................................... 46
  7.4 Rollover Contributions Account......................................... 46
ARTICLE VIII Payment of Benefits............................................. 47
  8.1 In General............................................................. 47
  8.2 Non-Alienation of Benefits............................................. 48
  8.3 Doubt as to Right to Payment........................................... 48
  8.4 Incapacity............................................................. 49
  8.5 Time of Payment........................................................ 49
  8.6 Payments to Minors..................................................... 51
  8.7 Identity of Proper Payee............................................... 51
  8.8 Inability to Locate Payee.............................................. 51
  8.9 Estoppel of Participants and Their Beneficiaries....................... 52
  8.10 Qualified Domestic Relations Orders................................... 52
  8.11 Benefits Payable Only from Trust Fund................................. 54
  8.12 Restrictions on Distribution.......................................... 54
  8.13 Direct Rollover of Eligible Rollover Distributions.................... 54
ARTICLE IX Beneficiary Designation........................................... 56
  9.1 Designation of Beneficiary............................................. 56
  9.2 Spouse as Presumptive Beneficiary...................................... 56
  9.3 Change of Beneficiary.................................................. 56
  9.4 Failure to Designate................................................... 56
  9.5 Proof of Death......................................................... 57
  9.6 Discharge of Liability................................................. 57
ARTICLE X Trust Fund......................................................... 58
  10.1 Trust Agreement....................................................... 58




  10.2 No Diversion of Trust Fund............................................ 58
  10.3 Duration of Trust..................................................... 58
  10.4 Company as Agent...................................................... 58
ARTICLE XI Administration.................................................... 59
  11.1 Administrative Committee.............................................. 59
  11.2 Limitation of Liability; Indemnity.................................... 59
  11.3 Compensation and Expenses............................................. 59
  11.4 Voting, Chairmen, Subcommittees....................................... 60
  11.5 Payment of Benefits................................................... 60
  11.6 Powers and Authority; Action Conclusive............................... 61
  11.7 Counsel and Agents.................................................... 62
  11.8 Funding Policy........................................................ 63
  11.9 Reliance on Information............................................... 63
  11.10  Fiduciaries......................................................... 64
  11.11 Plan Administrator................................................... 64
  11.12 Scope of Fiduciary Responsibility.................................... 65
ARTICLE XII Right of Company to Amend and Terminate.......................... 66
  12.1 Amendment............................................................. 66
  12.2 Amendments Required for Qualification................................. 66
  12.3 Right to Terminate.................................................... 66
  12.4 Termination of Trust.................................................. 66
  12.5 Continuation of Trust................................................. 67
  12.6 Discontinuance of Contributions....................................... 67
  12.7 Plan Merger........................................................... 67
ARTICLE XIII Miscellaneous................................................... 69
  13.1 Filing with Committee................................................. 69
  13.2 Separability.......................................................... 69
  13.3 Captions.............................................................. 69
  13.4 Limitation of Liability............................................... 69
  13.5 Construction.......................................................... 69
  13.6 Usage................................................................. 69
  13.7 Family Members of Highly Compensated Employees........................ 70
  13.8 Governing Law......................................................... 70
ARTICLE XIV Limitation on Maximum Contributions and Benefits Under all Plans. 71
  14.1 Definitions........................................................... 71
  14.2 Limitation on Annual Additions........................................ 71
  14.3 Application........................................................... 72
  14.4 Coverage by Defined Benefit Plan...................................... 72
  14.5 Limitation Year....................................................... 73
  14.6 Ordering Rule for Reduction of Allocations............................ 73
ARTICLE XV "Top-Heavy" Provisions............................................ 74
  15.1 Determination of "Top-Heavy" Status................................... 74
  15.2 Provisions Applicable in "Top-Heavy" Years............................ 77




  15.3 Modified Determination of Top-Heavy Status............................ 79
  15.4 Minimum Benefits...................................................... 80
ARTICLE XVI Leased Employees................................................. 81
  16.1 Definitions........................................................... 81
  16.2 Treatment of Leased Employees......................................... 81
  16.3 Exception for Employees Covered by Plans of Leasing Organization...... 81
  16.4 Construction.......................................................... 81
ARTICLE XVII Participant Loans............................................... 82
  17.1 Loans to Parties in Interest.......................................... 82
  17.2 Loan Requirements..................................................... 82
  17.3 Funding of Participant Loans.......................................... 84
  17.4 Loan Payments......................................................... 84
  17.5 Loan Expenses......................................................... 84
  17.6 Disposition of Loan Upon Certain Events............................... 84
  17.7 Compliance with Applicable Law........................................ 85
  17.8 Default............................................................... 85
  SUPPLEMENT A ROLLOVER CONTRIBUTIONS (Pre-2003 Acquisitions)................ 87
  SUPPLEMENT B 1998 PROFIT-SHARING CONTRIBUTIONS............................. 89




                          FINLAY RETIREMENT INCOME PLAN

                                    Preamble

          Effective January 1, 1987, S & L Acquisition Company, L.P. ("S&L")
adopted the Seligman & Latz Retirement Income Plan ("Original Plan"), a
profit-sharing plan providing for contributions pursuant to section 401(k) of
the Internal Revenue Code ("Code").

          Effective as of December 6, 1988, S&L was restructured into and
succeeded by four separate corporations, Adrien Arpel, Inc., Finlay Enterprises,
Inc. and its wholly owned subsidiary Finlay Fine Jewelry Corporation, and
Tru-Run Corporation. In connection with that restructuring, the Original Plan
was, effective on such date, assumed and continued by Finlay Enterprises, Inc.,
Finlay Fine Jewelry Corporation and Tru-Run Corporation, all of which were under
common control within the meaning of section 414 (b) of the Code. In connection
with that change and effective as of the same date, the Original Plan was
renamed the Finlay and Tru-Run Retirement Income Plan ("Finlay and Tru-Run
Plan") and amended to reflect the consequences of the restructuring.

          The Finlay and Tru-Run Plan was amended and restated, effective as of
January 1, 1989 except as otherwise provided, to make changes deemed necessary
or advisable to comply with changes in applicable law, effective as of such
dates as are required by law, to make other changes deemed desirable, and to
merge the Finlay Enterprises Retirement Income Plan ("Field Plan"), a
profit-sharing plan qualified under section 401(a) of the Code and maintained by
Finlay Enterprises, Inc. for certain field employees of Finlay Enterprises, Inc.
and Finlay Fine Jewelry Corporation, into the Finlay and Tru-Run Plan effective
as of the close of business on December 31, 1988, with the terms of the Finlay
and Tru-Run Plan as so amended and restated superseding in all respects,
effective as of January 1, 1989, the provisions of the Field Plan. Effective as
of January 1, 1990, the Finlay and Tru-Run Plan was renamed the Finlay
Retirement Income Plan. On April 27, 1999, the Plan was further amended and
restated to include amendments adopted since the prior restatement and
additional changes necessary to comply with the provisions of the Small Business
Job Protection Act of 1996 (SBJPA), the Uruguay Round Agreements Act (also
referred to as GATT), the Taxpayer Relief Act of 1997 and the IRS Restructuring
and Reform Act of 1998, as well as other amendments determined by the Company to
be appropriate to further the purposes of the Plan, effective as the dates
required


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by such provisions of law or as expressly set forth, and otherwise as of the
date thereof. A definitive "GUST" restatement was thereafter adopted on February
20, 2002, and an amendment reducing the waiting period for elective 401(k)
contributions and expansion of rollover rights were subsequently adopted
effective April 1, 2003.

          The Plan is now hereby further amended and restated, effective January
1, 2002 except as otherwise provided, to reflect provisions of the Economic
Growth and Tax Relief Reconciliation Act of 2001. In all cases, clarifications
of existing provisions are effective as of the same dates as the provisions
which they clarify. The Plan as so amended and restated reads as follows:

                                    ARTICLE I

                                   Definitions

          When used in this Plan, the following terms shall have the designated
meanings, unless a different meaning is clearly required by the context:

          1.1       Accounts. A Participant's Elective Contributions
Account, Matching Contributions Account, Profit-Sharing Contributions Account,
Rollover Contributions Account, and Closed Savings Account, as applicable.

          1.2       Affiliate. Any of the following:

                    1.2.1     Controlled Group Affiliate. Any trade or
business (other than an Employer), whether or not incorporated, which at the
time of reference controls, is controlled by, or is under common control with an
Employer within the meaning of section 414(b) or 414(c) of the Code and, for
purposes of Article XIV, section 415(h) of the Code (a "Controlled Group
Affiliate").

                    1.2.2     Affiliated Service Groups, etc. Any (a) member of
an affiliated service group, within the meaning of section 414(m) of the Code,
that includes an Employer, or (b) organization aggregated with an Employer
pursuant to section 414(o) of the Code, to the extent required by such sections.

          1.3       Appropriate Form. The form or other method of
communication prescribed by the Committee for a particular purpose specified in
the Plan, when filed or otherwise effectuated at the time and in the manner
prescribed by the Committee.

          1.4       Beneficiary. The person or persons entitled to benefits
under the Plan following a Participant's death, pursuant to Article IX.


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          1.5       Board of Directors. The Board of Directors of the
Company, or any duly authorized committee thereof.

          1.6       Break in Service. A Severance Period of not less than
twelve (12) consecutive months; provided, however, that in the case of an
individual who is absent from work for maternity or paternity reasons, no
portion of the first 12 consecutive months of such absence following his/her
Severance Date shall be considered for purposes of determining whether there has
been a Break in Service or the length of such Break in Service (this provision
shall not, however, be construed to grant an employee any right to a leave of
absence for any reason). For purposes of this Section 1.6, an absence from work
for maternity or paternity reasons means a cessation of active employment (and
continuing absence from such employment) on or after January 1, 1985 (a) by
reason of the pregnancy of the individual, (b) by reason of the birth of a child
of the individual, (c) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or (d) for
purposes of caring for such child for a period beginning immediately following
such birth or placement.

          1.7       Catch-up Contributions. Contributions described in
Section 3.2.8.

          1.8       Closed Savings Account. A separate account maintained
for each Participant who was a participant in the Finlay Enterprises Retirement
Income Plan on December 31, 1988, which reflects his/her share of the Trust Fund
attributable to amounts credited to such account pursuant to Section 4.11.

          1.9       Code. The Internal Revenue Code of 1986 as amended from
time to time. Reference to a specific provision of the Code shall include such
provision, any valid regulation or ruling promulgated thereunder and any
comparable provision of future law that amends, supplements or supersedes such
provision.

          1.10      Committee. The Administrative Committee provided for in
Article XI.

          1.11      Company. For periods prior to December 6, 1988, S & L
Acquisition Company, L.P. For the period from December 6, 1988 through December
31, 1989, Finlay Enterprises, Inc. and Tru-Run Corporation, which entities shall
be referred to herein, separately or collectively as the context may require, as
"Company." On and after January 1, 1990, Finlay Enterprises, Inc., or any
successor thereof by merger, consolidation or otherwise.

          1.12      Compensation. Total compensation as that term is
defined in Treasury Regulation section 1.415-2(d)(11)(i), paid by an Employer to
an individual after he/she has


                                      - 4 -



become a Participant for service as an Eligible Employee, but determined before
giving effect to any Contribution Agreement under this Plan, or to any similar
reduction agreement pursuant to any cafeteria plan (within the meaning of
section 125 of the Code) or, effective February 1, 2000, to pay for a qualified
transportation fringe (within the meaning of section 132(f) of the Code),
excluding the following:

                    (a)   reimbursements or other expense allowances;

                    (b)   fringe benefits (cash and noncash);

                    (c)   moving expenses paid by an Employer;

                    (d)   employer contributions to a plan of deferred
compensation which are not includible in the employee's gross income for the
taxable year in which contributed, employer contributions under a simplified
employee pension plan and any distributions from a plan of deferred
compensation; and

                    (e)   welfare benefits.

Compensation taken into account for any Participant in determining the aggregate
amount of contributions made for his/her benefit shall not exceed (i) for any of
the Plan Years 1989 through 1993, two hundred thousand dollars ($200,000) (as
adjusted from time to time in accordance with section 401(a)(17) of the Code),
(ii) for any of the Plan Years 1994 through 2001, one hundred fifty thousand
dollars ($150,000), as so adjusted, and (iii) for any Plan Year beginning on or
after January 1, 2002, two hundred thousand dollars ($200,000) as so adjusted,
or such other limit as may apply under section 401(a)(17) of the Code as it may
be amended.

          1.13      Contribution Agreement. An agreement by an Eligible
Employee (set forth on the Appropriate Form) to reduce his/her Compensation
otherwise payable in cash in order to share in Elective Contributions under the
Plan, as provided in Section 3.2.

          1.14      Date of Hire. The date on which an employee first
completes an Hour of Service.

          1.15      Disability. Permanent and total disability by reason of
a medically determinable physical or mental impairment which can be expected to
result in death or to be of continued duration for the Participant's lifetime,
rendering the Participant unable to engage in any gainful occupation, as
determined by the Committee on the basis of medical evidence satisfactory to it,
including but not limited to an independent examination by a competent physician
(giving uniform treatment to Participants similarly situated).


                                      - 5 -



          1.16      Early Retirement Date. The Participant's 55th birthday.

          1.17      Elective Contributions. Contributions by an Employer
for a Participant under Section 3.2, based on the amount by which the
Participant elected to reduce his/her Compensation otherwise payable in cash.

          1.18      Elective Contributions Account. A separate account
maintained for each Participant which reflects his/her share of the Trust Fund
attributable to Elective Contributions (including, if applicable, Catch-up
Contributions and Qualified Nonelective Contributions), as adjusted from time to
time pursuant to Article IV.

          1.19      Eligible Employee/Eligible Participant.

                    1.19.1    Eligible Employee. Any of the following
employees of an Employer:

                    (a)       "Employees compensated on the payroll
identified by any Employer as its "home office payroll"; for periods after
December 31, 1988, employees compensated on the payroll identified by any
Employer as its "field payroll"; for the period prior to December 6, 1988,
employees in the field operations of the Finlay division of S & L Acquisition
Company, L.P.; for the period prior to April 5, 1990, account executives of the
Employer's Adrien Arpel division; for the period prior to July 1, 1988, beauty
salon supervisors and account executives performing services at the Employer's
Saks Fifth Avenue beauty salons and for the period prior to August 27, 1988,
beauty salon supervisors and account executives performing services at any of
the other beauty salons operated by the Employer; and for the period prior to
November 22, 1989, supervisors of the Employer's Tru-Run division;;

                    (b)       Any officer of an Employer who performs
services for such Employer on a substantially full-time basis; and

                    (c)       Any other employee of an Employer who
participated in the Seligman & Latz Pension Plan on December 31, 1986.

Notwithstanding the foregoing, the following shall not be considered Eligible
Employees: (i) an employee whose compensation or conditions of employment are
determined by or subject to collective bargaining with a union, unless the
applicable collective bargaining agreement expressly provides that he/she shall
be eligible to participate in this Plan, (ii) a non-resident alien, or (iii) an
individual who performs services for an Employer under an agreement or
arrangement (which may be written, oral, and/or evidenced by the Employer's
payroll practice) with such


                                      - 6 -



individual or with another organization that provides the services of such
individual to the Employer, pursuant to which such individual is treated as an
independent contractor or as an employee of an entity other than the Employer,
irrespective of whether he/she is treated as an employee of an Employer under
common-law employment principles or pursuant to the provisions of section
414(m), 414(n) (relating to Leased Employees) or 414(o) of the Code.

                    1.19.2    Eligible Participant. A Participant who is
an Eligible Employee, subject to Section 3.6.4.

          1.20      Employer. The Company and any other corporation,
partnership or other entity which has adopted the Plan with the approval of the
Board of Directors or the Committee and which shall not have discontinued its
participation pursuant to Section 12.6.

          1.21      Entry Date. January 1, 1987, each January 1 or July 1
through July 1, 2002, and the first day of each calendar quarter thereafter. The
Committee (acting on the behalf of the management of the Employer and not as a
fiduciary for the Plan) may establish a special Entry Date for employees who
receive credit for prior service in determining eligibility to participate
pursuant to Section 6.4.

          1.22      ERISA. The Employee Retirement Income Security Act of
1974 as amended from time to time. Reference to a specific provision of ERISA
shall include such provision, any valid regulation or ruling promulgated
thereunder and any comparable provision of future law that amends, supplements
or supersedes such provision.

          1.23      Highly Compensated Employee. A "highly compensated
employee" as defined in section 414(q) of the Code and applicable regulations.
Effective January 1, 1997, "Highly Compensated Employee" means an employee who
received compensation (as determined under section 414(q) of the Code) during
the prior Plan Year in excess of $80,000 (as adjusted pursuant to section 414(q)
of the Code) or who was a five percent (5%) owner (as described in Section
15.1.2(c)) at any time during the current or prior Plan Year.

          1.24      Hour of Service. An hour for which an employee is paid
or entitled to payment for the performance of duties for an Employer or
Affiliate.

          1.25      Investment Fund. A portion of the Trust Fund which is
separately invested pursuant to Section 4.2.

          1.26      Leased Employee. An individual treated as an employee
of an Employer or Affiliate pursuant to Article XVI, as defined in Section 16.1.


                                      - 7 -



          1.27      Matching Contributions. Contributions by an Employer
for a Participant under Section 3.3, based on the Elective Contributions made
for the Participant.

          1.28      Matching Contributions Account. A separate account
maintained for each Participant, which reflects his/her share of the Trust Fund
attributable to Matching Contributions, as adjusted from time to time pursuant
to Article IV.

          1.29      Normal Retirement Date. The Participant's 65th
birthday.

          1.30      Participant. Any employee who has become a Participant
in this Plan in accordance with Article II, and any other employee or former
employee who has an undistributed Account under the Plan, or whose Beneficiary
has such an Account.

          1.31      Plan. Prior to January 1, 1990, the Finlay and Tru-Run
Retirement Income Plan (formerly the Seligman & Latz Retirement Income Plan), as
from time to time in effect. On and after January 1, 1990, the Finlay Retirement
Income Plan, as from time to time in effect.

          1.32      Plan Year. Each twelve (12)-month period commencing on
January 1 and ending on December 31.

          1.33      Profit-Sharing Contributions. Contributions by an
Employer under Section 3.1.

          1.34      Profit-Sharing Contributions Account. A separate
account maintained for each Participant, which reflects his/her share of the
Trust Fund attributable to Profit-Sharing Contributions, as adjusted from time
to time pursuant to Article IV.

          1.35      Qualified Nonelective Contributions. Discretionary
contributions by an Employer for a Participant under Section 3.6.5.

          1.36      Reemployment Date. The date on which an employee first
completes an Hour of Service after a Severance Date.

          1.37      Rollover Contributions. Contributions made through
March 31, 2003 pursuant to Supplement A or made on or after April 1, 2003
pursuant to Section 3.14.

          1.38      Rollover Contributions Account. A separate account
reflecting a Participant's Rollover Contributions, as adjusted from time to time
pursuant to Article IV.

          1.39      Service. Employment (and certain absences from
employment) taken into account for purposes of vesting as described in Article
VI.

          1.40      Severance Date. The earliest of:


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                    (a)       The date on which an employee quits, retires,
is discharged or dies; or

                    (b)       The first anniversary of the first date of a
period in which an employee remains absent from service with an Employer or
Affiliate (with or without pay) for any reason (such as vacation, holiday,
sickness, disability or layoff) other than a quit, retirement, discharge, death,
or leave of absence approved in writing by both his/her Employer and the
Committee.

          1.41      Severance Period. Each period from an employee's
Severance Date to his/her next Reemployment Date, subject to Section 1.6.

          1.42      Termination of Employment. References in this Plan to a
termination of employment, or to a Participant or employee who terminates
employment or the like, shall mean an employee's incurring a Severance Date. If
an employee ceases to be employed by an Employer or Affiliate because of a sale
or other disposition of all or part of the assets or business operations of such
Employer or Affiliate but continues in the employ of a purchaser or other
acquirer of such assets or operations or an affiliate thereof (or any of their
successors) to whose plan the assets and liabilities attributable to such
employee are (or are to be) transferred in a transaction described in Section
12.7, such employee shall not thereby be deemed to retire or terminate
employment for purposes of this Plan, but upon such transfer of assets and
liabilities shall cease to be a Participant. If an employee ceases to be
employed by an Employer or Affiliate because of the withdrawal of such entity
from membership in the Company's controlled group within the meaning of section
414(b) or (c) of the Code (such as by reason of the sale or other disposition of
the stock of such Employer or Affiliate), such employee shall be considered to
have retired or terminated employment for purposes of this Plan unless such
entity or an affiliate thereof (or any of their successors) establishes or
maintains a plan to which the assets and liabilities attributable to such
employee are (or are to be) transferred in a transaction described in Section
12.7, in which case such employee shall not thereby be deemed to retire or
terminate employment for purposes of this Plan, but upon such transfer of assets
and liabilities shall cease to be a Participant. The right to distribution upon
termination of employment shall be subject to Section 8.12.

          1.43      Total Compensation. Effective January 1, 1987, the
total compensation paid to an employee determined before giving effect to any
Contribution Agreement under this


                                      - 9 -



Plan (or any other cash or deferred arrangement described in section 401(k) of
the Code) or to any similar reduction agreement pursuant to any cafeteria plan
(within the meaning of section 125 of the Code), and also determined without
regard to section 911 of the Code, of a type reportable by an Employer or
Affiliate on a Form W-2 with respect to the individual for a Plan Year,
excluding the following:

                    (a)       employer contributions to a plan of deferred
compensation which are not includible in the employee's gross income for the
taxable year in which contributed, employer contributions under a simplified
employee pension plan and any distributions from a plan of deferred
compensation;

                    (b)       amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or property) held by the
employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture;

                    (c)       amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified or incentive stock option;
and

                    (d)       other amounts which received special tax
benefits. For purposes of Sections 3.4.2 and 3.5.2 Total Compensation shall be
limited to such compensation paid by an Employer or Affiliate to an individual
after he/she has become a Participant for service as an Eligible Employee. Total
Compensation taken into account for any Participant shall not exceed (i) for any
of the Plan Years 1989 through 1993, two hundred thousand dollars ($200,000) (as
adjusted from time to time in accordance with section 401(a)(17) of the Code),
(ii) for any of the Plan Years 1994 through 2001, one hundred fifty thousand
dollars ($150,000), as so adjusted, and (iii) for any Plan Year beginning on or
after January 1, 2002, two hundred thousand dollars ($200,000) as so adjusted,
or such other limit as may apply under section 401(a)(17) of the Code as it may
be amended.

          1.44      Trust Agreement. The trust agreement referred to in
Article X.

          1.45      Trust Fund. All the assets held under the Plan by the
Trustee as provided for in Article X.

          1.46      Trustee. The corporation, individual, individuals, or
combination thereof which may at any time be acting as trustee under the Trust
Agreement entered into in connection with the Plan.


                                     - 10 -



          1.47      Valuation Date. Each day on which the national stock
exchanges are open for trading.


                                     - 11 -



                                   ARTICLE II

                                  Participation

          2.1       In General. An Eligible Employee shall become a
Participant on the first Entry Date coincident with or next following the later
of his/her reaching age 21 or his/her completing a 12-consecutive-month period
(a " Computation Period") in which he/she is credited with 1,000 Eligibility
Hours, provided he/she is then an Eligible Employee. The first Computation
Period shall start on his/her Date of Hire, and if he/she does not complete
1,000 Eligibility Hours within that period, subsequent Computation Periods shall
be calendar years, beginning with the first calendar year after such Date of
Hire. If he/she has a Severance Date and does not complete the foregoing service
requirement in a Computation Period ending before such date (or in which such
date occurs) and he/she is then rehired, his/her Reemployment Date shall be
treated as his/her Date of Hire in applying the foregoing rules. The requirement
that a 12-consecutive-month period elapse pursuant to this Section 2.1 shall not
apply with respect to Entry Dates prior to July 1, 1987. Each individual who was
a participant in the Finlay Enterprises Retirement Income Plan on December 31,
1988 shall become a Participant in this Plan on January 1, 1989.

                    2.1.1     Eligibility Hour. For purposes of this
Section 2.1, and Section 3.1.3, an Eligibility Hour is each of the following,
determined without duplication:

                    (a)       each hour for which an employee is paid or is
entitled to payment by an Employer or Affiliate for the performance of duties;

                    (b)       each hour for which an employee is paid or is
entitled to payment by an Employer or Affiliate on account of a period of time
during which no duties are performed (taking into consideration no more than 501
such hours on account of any single continuous period in which no duties are
performed); and

                    (c)       each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by an Employer or
Affiliate; in all cases disregarding (i) hours which are excluded under Section
6.3 and (ii) payments made or due solely for purposes of complying with workers'
compensation, unemployment compensation or disability insurance laws and
payments which solely reimburse an employee for medical expenses and severance
pay. Hours to be credited for reasons other than the


                                     - 12 -



performance of duties shall be determined and credited in accordance with the
provisions of Department of Labor Regulation ss. 2530.200b-2(b) and (c).

                    2.1.2     Monthly Equivalency. An employee compensated
through the payroll identified by the Employers as the "home office payroll,"
who customarily works for an Employer for twenty-one (21) or more hours per week
throughout each year (except for holidays and vacations), other than an
individual employed at an Employer's distribution center (which currently is
located in Orange, Connecticut), shall be credited with exactly one hundred
ninety (190) Eligibility Hours for each month with respect to which he/she
completes at least one Eligibility Hour (regardless of whether the number of
Eligibility Hours actually completed in such month exceeds one hundred ninety
(190)).

                    2.1.3     Earlier Eligibility for Elective
Contributions. Effective April 1, 2003, an Eligible Employee who has not
previously become a Participant shall become a Participant on the Entry Date
coincident with or next following the later of his/her twenty-first (21st)
birthday or the ninetieth (90th) day following his/her Date of Hire, if he/she
is regularly scheduled to work for an Employer for thirty-two (32) or more hours
per week throughout the year (excluding holidays and vacations). Notwithstanding
the foregoing or any other provision of the Plan, any such Eligible Employee
shall be a Participant solely for purposes of eligibility to make Elective
Contributions and/or Rollover Contributions and shall not become a Participant
entitled to share in Matching Contributions or Profit-Sharing Contributions
until the date he/she qualifies as a Participant without regard to this Section
2.1.3.

          2.2       Transfer to Eligible Employment. If an employee
transfers to employment as an Eligible Employee from employment with an
Affiliate or from employment with an Employer other than as an Eligible
Employee, he/she shall become a Participant on the later of (a) the date of such
transfer, or (b) the first Entry Date on which he/she could have become a
Participant pursuant to Section 2.1 if his/her prior employment by the Employer
or Affiliate had been in a position eligible for participation in the Plan.

          2.3       Reemployment. If a Participant or other employee who has
terminated employment shall be rehired as an Eligible Employee, he/she shall be
treated as a new Employee for all purposes of the Plan if his/her prior Service
and Eligibility Hours are disregarded under the rule of parity set forth in
Section 6.3. In any other case, he/she shall commence or resume participation
under the Plan on the later of (a) the date of such rehire, or (b) the first
Entry Date


                                     - 13 -



on which he/she could have become a Participant pursuant to Section 2.1 if
his/her prior employment by an Employer or Affiliate had been in a position
eligible for participation in the Plan.

          2.4       Contribution Agreement Required for Elective
Contributions. An Eligible Employee shall be eligible to share in Elective
Contributions under Section 3.2, effective for payroll periods ending after the
first Entry Date on which he/she is a Participant, provided that he/she (i)
completes and returns the Contribution Agreement described in Section 3.2.1 so
that it is received by the Committee within such period as the Committee shall
prescribe, or (ii) is deemed to have elected to participate pursuant to Section
3.2.3. If a rehired Eligible Employee, or Eligible Employee transferred from
ineligible employment, commences or resumes participation pursuant to Section
2.2 or Section 2.3, he/she shall become eligible to share in contributions under
Section 3.2 upon execution and filing of an appropriate Contribution Agreement
within such time as the Committee may prescribe, effective as of such date as
the Committee shall determine to be reasonably practicable. If a Participant
fails to complete and return a Contribution Agreement within the required time
set forth above, he/she may begin to share in contributions under Section 3.2 as
of any subsequent Entry Date, or, effective July 1, 1999, the first day of any
subsequent calendar quarter, as of which he/she is an Eligible Employee, by
completing and returning such Contribution Agreement to the Committee so that it
is received by the Committee within such period as the Committee shall
prescribe. No Contribution Agreement is required in order for a Participant to
share in Profit-Sharing Contributions.

          2.5       Suspension on Transfer to Ineligible Employment.

                    2.5.1     If a Participant ceases to be an Eligible
Employee but continues in the employ of an Employer or Affiliate, his/her
Contribution Agreement (if any) shall be suspended until he/she resumes his/her
status as an Eligible Employee.

                    2.5.2     A Participant's employment during a period
of suspension referred to in Section 2.5.1 shall be included in his/her
employment for purposes of determining his/her Service under Article VI, but
during such period of suspension he/she shall not be entitled to share in
contributions under the Plan (other than the allocation for the Plan Year in
which such suspension occurs). If during the period of his/her suspension the
Participant's employment


                                     - 14 -



terminates or he/she dies, his/her Accounts shall be distributed in accordance
with the provisions of Articles VII and VIII.

                    2.5.3     If and when the suspended Participant again
becomes an Eligible Employee, he/she shall resume active participation on the
date he/she again becomes an Eligible Employee as provided in Section 2.2.

          2.6       Transfers Between Employers. If a Participant transfers
from employment as an Eligible Employee with one Employer to employment as an
Eligible Employee with another Employer: (a) his/her participation in the Plan
shall not be interrupted; and (b) his/her Contribution Agreement (if any) with
his/her prior Employer shall be deemed to apply to his/her second Employer in
the same manner as it applied to his/her prior Employer.

          2.7       No Employment Rights. The establishment of the Plan
shall not be construed as conferring any rights upon any employee or any person
for a continuation of his/her employment, nor shall it be construed as limiting
in any way the right of any Employer or Affiliate to discharge any employee or
to treat him/her without regard to the effect which such treatment might have
upon him/her as a Participant under the Plan.


                                     - 15 -



                                   ARTICLE III

                                  Contributions

          3.1       Profit-Sharing Contributions.

                    3.1.1     Amount. Each Employer shall make
Profit-Sharing Contributions to the Plan for each Plan Year in an amount equal
to two percent (2%) of the Compensation for such Plan Year of its employees
eligible to share in Profit-Sharing Contributions for that Plan Year (determined
under Section 3.1.3), reduced by the amount of any available forfeitures arising
under Section 5.5 (or 3.5.2). For any Participant who transfers to ineligible
employment, as prescribed in Section 2.5.2, any such Profit-Sharing
Contributions made on his/her behalf shall be based only on his/her Compensation
while an Eligible Employee.

                    3.1.2     Payment. Profit-Sharing Contributions by an
Employer for a Plan Year shall be paid to the Trustee within the time for filing
the Employer's federal income tax return for such Plan Year (including
extensions).

                    3.1.3     Eligibility to Share in Profit-Sharing and
Matching Contributions and Forfeitures. A Participant shall be eligible to share
in Profit-Sharing Contributions and Matching Contributions (and forfeitures in
lieu thereof) for a Plan Year only if (a) he/she is a Participant and an
Eligible Employee for at least a portion of such Plan Year, (b) he/she is
employed by an Employer or Affiliate on the last day of such Plan Year, or
terminated employment during such Plan Year after reaching his/her Early
Retirement Date or as a result of death or Disability, and (c) he/she has no
less than 1,000 Eligibility Hours (as defined in Section 2.1) during such Plan
Year, provided that if such Participant terminated employment during such year
after reaching his/her Early Retirement Date or as a result of death or
Disability, such Eligibility Hours requirement shall be prorated. The 1,000
Eligibility Hours requirement under (c) above shall be waived for the 1989 Plan
Year and, for subsequent Plan Years, may be reduced to the highest lesser number
of Eligibility Hours during such year which the Committee determines is
necessary or appropriate in order for the Plan to satisfy the requirements of
section 410(b) of the Code.

          If any active Participant's employment was terminated involuntarily as
a result of the sale of the Beauty Salon Division of S & L Acquisition Company
L.P. to Regis Corporation (whether such termination occurred before or after the
date of such sale but in no event later than December 31, 1988), then such
Participant shall be entitled to share in any applicable Profit-


                                     - 16 -



Sharing Contributions and Matching Contributions (and forfeitures in lieu
thereof) for the Plan Year in which his/her termination occurred, based on
his/her Elective Contributions and Compensation for such Plan Year.
Notwithstanding anything in this Section 3.1.3 to the contrary, a Participant
whose employment is terminated by the Company on or after July 1, 1989, but in
no event later than December 31, 1989, as a result of a reduction in force,
sale, merger, dissolution, liquidation or change in control or reorganization of
Tru-Run Corporation, shall be eligible to share in Profit-Sharing Contributions
and Matching Contributions (and allocations in lieu thereof) for the Plan Year
in which his/her employment is so terminated if he/she was an Eligible Employee
during any portion of such year.

          3.2       Elective Contributions.

                    3.2.1     Election of Amount. In order to share in
Elective Contributions, a Participant must elect in his/her Contribution
Agreement to reduce his/her Compensation otherwise payable in cash for each
payroll period by any whole percentage between 1% and 75% (16% prior to January
1, 2002), inclusive; provided, that a whole percentage shall not be required if
necessary or appropriate to comply with any applicable limitations on the amount
of Elective Contributions permitted. Effective January 1, 2002, the maximum
amount of permissible Elective Contributions for any payroll period for a
Participant who is a Highly Compensated Employee is 7% of his/her Compensation
for such period. In its discretion, the Committee may increase or reduce the
maximum amount of permissible Elective Contributions below that otherwise
permitted either for all Participants, or for a specified group of Participants
which does not discriminate in favor of Highly Compensated Employees. In no
event shall the limits under Section 3.4 be exceeded. The Committee shall
decrease the amount of reduction of Compensation under a Participant's
Contribution Agreement for any payroll period to the extent the sum of such
reduction, the amount of the Participant's deductions for such payroll period
for welfare benefits sponsored by the Employer, any other withholding from pay
required by law, and any other deductions requested by the Participant which
under the Employer's payroll procedure are treated as a priority claim relative
to the contributions to this Plan, exceeds the Participant's Compensation for
such payroll period. The Participant's Employer shall contribute to the Plan as
Elective Contributions, as soon as reasonably practicable after the close of
each payroll period for which such Contribution Agreement is in effect, an
amount equal to the


                                     - 17 -



elected and applicable reduction in the Participant's Compensation otherwise
payable in cash for that payroll period.

                    3.2.2     Change in Contribution Rate. A Participant
who has a Contribution Agreement in effect may increase or decrease the amount
of reduction thereunder of his/her Compensation otherwise payable in cash within
the limits specified in Section 3.2.1, effective as of such date and upon such
notice on the Appropriate Form to the Committee as shall apply in accordance
with procedures prescribed by the Committee.

                    3.2.3     Deemed Election. The Committee may establish
a procedure pursuant to which an Eligible Employee is deemed to have elected to
reduce his/her Compensation by a specified percentage to provide for Elective
Contributions unless the Eligible Employee elects on the Appropriate Form not to
make such contributions. Any such deemed election shall be treated, for purposes
of the Plan, as an election by the Eligible Employee properly made pursuant to
Section 3.2.1.

                    3.2.4     Voluntary Suspension. A Participant may
voluntarily suspend his/her Contribution Agreement effective as of any payroll
period by giving notice on the Appropriate Form, which notice will be processed
as soon as reasonably practicable. No Elective Contributions under this Section
3.2 or Matching Contributions under Section 3.3 shall be made for any
Participant with respect to any period during which his/her Contribution
Agreement has been so suspended. An Eligible Employee may reinstate his/her
Contribution Agreement as of any Entry Date or, effective April 1, 1999, as of
the first day of any calendar quarter, by giving notice to the Committee on the
Appropriate Form so that it is received by the Committee within such period as
the Committee shall prescribe.

                    3.2.5     Mandatory Suspension. The Contribution
Agreement of a Participant who makes a withdrawal from his/her Elective
Contributions Account pursuant to Section 7.2 shall be suspended as of the
payroll period in which the withdrawal is made until the first day of the
calendar quarter that is (i) for withdrawals made through December 31, 2000, at
least 12 months after the date of withdrawal, and (ii) for withdrawals made in
2001 or later, the date six months after the date of withdrawal (or January 1,
2002 if later). An Eligible Employee may reinstate his/her Contribution
Agreement as of the next Entry Date or, effective April 1, 1999, as of the first
day of any calendar quarter, following a period of mandatory suspension


                                     - 18 -



under this Section 3.2.5, by giving notice to the Committee on the Appropriate
Form so that it is received by the Committee within such period as the Committee
shall prescribe.

                    3.2.6     Limitation. Notwithstanding any other
provision of this Plan and except to the extent permitted under Section 3.2.8
hereof and section 414(v) of the Code, (a) no Participant may elect to reduce
his/her Compensation pursuant to Section 3.2.1 for a Plan Year (or have Elective
Contributions made in respect thereof) by an amount in excess of the "elective
deferral limit," and (b) a Participant's Elective Contributions under Section
3.2.1 shall be discontinued for the remainder of a Plan Year when in the
aggregate they equal the "elective deferral limit" for such Plan Year. For Plan
Years beginning on or after January 1, 2002, the "elective deferral limit" shall
be the amount set forth below for such year, reduced by the amount of "elective
deferrals" (as defined in section 402(g)(3) of the Code) made by the Participant
during his/her taxable year (which is presumed to be the calendar year) under
any plans or agreements maintained by an Employer or by a Controlled Group
Affiliate (described in Section 1.2.1) other than this Plan (and, in the sole
discretion of the Committee, any plans or agreements maintained by any other
employer, if reported to the Committee at such time and in such manner as the
Committee shall prescribe):

                     YEAR                                  AMOUNT
                     ----                                  ------
                     2002                                 $11,000
                     2003                                 $12,000
                     2004                                 $13,000
                     2005                                 $14,000
                     2006                                 $15,000
            Years subsequent to 2006              $15,000, as adjusted in
                                                  accordance with section
                                                   402(g)(4) of the Code

          For years ending December 31, 2001 and prior, the "elective deferral
limit" of a Participant who received a withdrawal in the previous year from
his/her Elective Contributions Account as provided in Section 7.2, shall be
reduced by the amount of the "elective deferrals" made by the Participant during
the taxable year of the withdrawal.

                    3.2.7     Distribution of Excess Deferral. If the
"elective deferrals" (as defined in section 402(g)(3) of the Code, but excluding
any Catch-up Contributions or similar contributions under the provisions of
other plans) made by a Participant during his/her taxable year under this Plan
and any other plans or agreements maintained by an Employer or Controlled


                                     - 19 -



Group Affiliate (described in Section 1.2.1) exceed the "elective deferral
limit," the excess Elective Contributions, adjusted for any income or loss
attributable under the allocation rules of Sections 4.5 and 4.6 to such Elective
Contributions up to the date of distribution, shall be distributed no later than
April 15 of the following Plan Year. If the Participant's Elective Contributions
Account is invested in more than one Investment Fund, such distribution shall be
made pro rata, to the extent practicable, from all such Investment Funds. Any
Matching Contributions made with respect to such excess Elective Contributions
and allocated to his/her Matching Contributions Account shall be forfeited and
applied pursuant to Section 5.5.

                    3.2.8     Catch-Up Contributions. Effective January 1,
2002 and thereafter, all employees who are eligible to make Elective
Contributions under this Plan and who have attained age 50 before the end 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 not be taken into account for purposes of the provisions of
the Plan implementing the required limitations of Code section 402(g) (Section
3.2.6) and Code section 415 (Section 14.2). The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the requirements of
Code section 401(k)(3) (such as Section 3.4), 410(b), or Code section 416
(Article XV), as applicable, by reason of the making of Catch-up Contributions.

          3.3       Matching Contributions.

                    3.3.1     Amount. The Employer shall make Matching
Contributions to the Plan for each Plan Year for each Participant who has a
Contribution Agreement in effect during such year and who is eligible to share
in Matching Contributions for such year pursuant to Section 3.1.3. Such Matching
Contributions shall be in an amount equal to 25% of such Participant's Elective
Contributions for each payroll period ending in such year, but excluding any
such Elective Contributions in excess of five percent (5%) of the Participant's
Compensation for the "applicable period," and any Elective Contributions that
qualify as Catch-up Contributions. For purposes of the preceding sentence, the
"applicable period" shall be the entire period during which the Participant was
eligible to make Elective Contributions, unless the Participant increased
his/her contribution rate during such period from a rate between zero to five
percent (5%) inclusive to more than five percent (5%), in which event each
separate portion of such period in which he/she had a different reduction rate
in effect shall constitute the "applicable period". The "applicable period"
shall not include any period during which a


                                     - 20 -



Participant's Elective Contributions are suspended pursuant to Section 3.2.3 or
Section 3.2.4. The amount of Matching Contributions otherwise required to be
made by an Employer for any month shall be reduced by the amount of any
available forfeitures under Section 5.5 (or Section 3.5.2).

                    3.3.2     Payment. Matching Contributions for a
payroll period shall be paid to the Trustee within the time for filing the
Employer's federal income tax return for the Plan Year in which such payroll
period ends (including extensions).

                    3.3.3     Matching Contributions Only for Permissible
Elective Contributions. No Matching Contributions shall be made (i) with respect
to "excess contributions" (as defined in Section 3.4.3) distributable pursuant
to Section 3.4.3, (ii) with respect to Elective Contributions in excess of the
"elective deferral limit" (as defined in Section 3.2.5) or (iii) in excess of
the percentage of Elective Contributions permitted under Section 3.3.1. Any
amounts paid into the Trust Fund with the intention that they constitute
Matching Contributions with respect to such amounts shall be retained in the
Trust Fund and applied to meet the obligation of the Employer to make
contributions under this Article III.

          3.4       Section 401(k) Limit on Elective Contributions.

                    3.4.1     In General. Notwithstanding anything in this
Plan to the contrary, effective January 1, 1997, Elective Contributions for any
Plan Year for an Eligible Participant who is a Highly Compensated Employee for
such year shall be reduced if and to the extent deemed necessary or advisable by
the Committee in order that the Average Deferral Percentage (as defined in
Section 3.4.2) for Eligible Participants who are Highly Compensated Employees
for that Plan Year shall not exceed the percentage determined in the following
schedule, based on the Average Deferral Percentage for the immediately preceding
Plan Year (the "Applicable Plan Year") for all Eligible Participants who are not
Highly Compensated Employees for such Applicable Plan Year:


                                     - 21 -



Column 1                                Column 2
--------                                --------

AVERAGE DEFERRAL PERCENTAGE FOR         AVERAGE DEFERRAL PERCENTAGE FOR
ELIGIBLE PARTICIPANTS WHO ARE NOT       ELIGIBLE PARTICIPANTS
HIGHLY COMPENSATED EMPLOYEES            WHO ARE HIGHLY COMPENSATED
FOR THE APPLICABLE PLAN YEAR            EMPLOYEES FOR THE CURRENT PLAN YEAR
------------------------------          -----------------------------------

Less than 2%                            Two (2) times the percentage in Column 1

2% - 8%                                 The percentage in Column 1, plus 2%

More than 8%                            One and one-quarter (1-1/4) times the
                                        percentage in Column 1

The status of an individual as a non-Highly Compensated Employee for an
Applicable Plan Year shall be determined based on the definition of Highly
Compensated Employee in effect for such Applicable Plan Year.

For Plan Years ending December 31, 2001 and prior, in the event that both the
Average Deferral Percentage and the Contribution Percentage (as defined in
Section 3.5.2) for Eligible Participants who are Highly Compensated Employees
for the Plan Year are more than one and one-quarter (1-1/4) times the
corresponding percentages for Eligible Participants who are not Highly
Compensated Employees for the Applicable Plan Year, the Elective Contributions
for Eligible Participants who are Highly Compensated Employees for the Plan Year
shall be further reduced in order that the sum of the Average Deferral
Percentage plus the Contribution Percentage for Eligible Participants who are
Highly Compensated Employees for the Plan Year does not exceed the Aggregate
Limit (as defined in Section 3.6.3) for the Plan Year.

                    3.4.2     Determination of Average Deferral
Percentages. For purposes of this Section 3.4, the Average Deferral Percentage
for any group of individuals for a Plan Year (including an Applicable Plan Year)
means the average of the individual ratios, for each person in such group, of
(a) his/her share of Elective Contributions for the Plan Year (excluding
Catch-up Contributions) to (b) his/her Total Compensation for such Plan Year.
The individual ratios, and the Average Deferral Percentage for any group of
individuals, shall be calculated to the nearest one-hundredth of one percent
(0.01%). For purposes of calculating the Average Deferral Percentage, Qualified
Nonelective Contributions under Section 3.6.5 may be taken into account as
Elective Contributions if applicable regulations under section 401(k) of the
Code (which are


                                     - 22 -



set forth in Treas. Reg. ss. 1.401(k)-1(b)(5)) and other applicable guidance
(including IRS Notice 98-1 and corresponding successor guidance) are met. The
Committee shall determine, during and as of the end of each Plan Year, the
Average Deferral Percentages relevant for purposes of this Section 3.4, based on
Participants' Contribution Agreements and projected Total Compensation. If,
based on such determination, the Committee shall conclude that a reduction in
the Elective Contributions made for any Eligible Participant is necessary or
advisable in order to comply with the limitations of this Section 3.4, it shall
so notify each affected Eligible Participant and his/her Employer of the
reduction that it deems necessary or desirable for this purpose. In such event,
the allowable Elective Contributions under Section 3.2.1 shall be reduced in
accordance with the direction of the Committee, and the Contribution Agreement
of each Eligible Participant affected by such determination shall be modified
accordingly. Any such reduction may apply either to all Eligible Participants,
only to Eligible Participants who are Highly Compensated Employees, or to any
other group as the Committee shall determine, in such manner as the Committee
shall determine.

                    3.4.3     Treatment of Excess Contributions. For
purposes of this Section 3.4, "Excess Contributions" means, with respect to any
Plan Year, the excess of (a) the aggregate amount of Elective Contributions
(excluding Catch-up Contributions) actually paid into the Plan on behalf of
Highly Compensated Employees for such Plan Year, over (b) the maximum amount of
Elective Contributions permitted for such Plan Year under the limitations set
forth in Section 3.4.1, determined by reducing the amount of Elective
Contributions to be permitted on behalf of Highly Compensated Employees in the
order of their individual ratios (as determined under Section 3.4.2) beginning
with the highest of such percentages.

          The aggregate amount of any Excess Contributions so determined for
any Plan Year shall be distributed in cash to Highly Compensated Employees on
the basis of the respective amounts of Elective Contributions (and amounts taken
into account as Elective Contributions) made on their behalf, reducing the
largest amounts of Elective Contributions first, and successively to the extent
necessary until the entire amount of such Excess Contributions is distributed.
The amount of Excess Contributions to be distributed for any Plan Year with
respect to any Highly Compensated Employee shall be distributed in cash no later
than March 15 of the following Plan Year if possible, and in any event no later
than the close of such following Plan Year. If such Participant's Accounts are
invested in more than one Investment Fund, such


                                     - 23 -



distribution shall be made pro rata, to the extent practicable, from all such
Investment Funds. The amount of Excess Contributions distributed to any such
Participant shall be adjusted for any income or loss attributable to such Excess
Contributions up to the date of distribution under the allocation rules of
Sections 4.5 and 4.6. In the event that Qualified Nonelective Contributions are
taken into account in determining the Average Deferral Percentage with respect
to any Highly Compensated Employee, and distribution of the Elective
Contributions allocable to such Highly Compensated Employee is insufficient to
eliminate the entire amount of Excess Contributions with respect to such Highly
Compensated Employee, there shall be distributed so much of the Qualified
Nonelective Contributions allocated to the Accounts of the Highly Compensated
Employee as shall be necessary to eliminate all Excess Contributions for such
Highly Compensated Employee for such Plan Year. In such event, the amount of
Qualified Nonelective Contributions so distributed shall be adjusted for any
income or loss up to the date of distribution, computed in the manner provided
above by reference to the income or loss allocable to the Participant's Account
balances attributable to Qualified Nonelective Contributions. The amount of
Excess Contributions to be distributed for a Plan Year (determined before
adjustment for any income or loss allocable thereto) shall be reduced by the
amount of excess "elective deferrals" (i.e., Elective Contributions in excess of
the elective deferral limit for the Plan Year determined under Section 3.2.6)
previously distributed pursuant to Section 3.2.6 for the Participant's taxable
year ending in the same Plan Year and the amount of excess elective deferrals to
be distributed pursuant to Section 3.2.6 for a taxable year will be reduced by
the amount of Excess Contributions previously distributed with respect to such
Participant for the Plan Year beginning in such taxable year.

                    3.4.4     Adjustment of Contributions Based on Limit
on Annual Additions. Notwithstanding any of the foregoing provisions to the
contrary, a Participant may, at such time and in such manner as the Committee
may prescribe, suspend or change the amount of reduction in Compensation
provided for under any applicable Contribution Agreement in order to avoid an
allocation of contributions to his/her Accounts which would violate the
limitations of this Section 3.4, Section 3.5 or Article XIV.

                    3.4.5     Collective Bargaining Unit Employees. The
provisions of Section 3.4 shall be applied separately to employees in any
collective bargaining unit participating in the Plan. If employees in more than
one bargaining unit are eligible under the


                                     - 24 -



Plan, the Committee, in its discretion, may apply such provisions separately to
each separate collective bargaining unit, on an aggregate basis with respect to
all collective bargaining units, or separately with respect to such collective
bargaining units or combinations of bargaining units as it determines, provided
that such treatment is determined on a basis that is reasonable and reasonably
consistent from year to year.

          3.5       Section 401(m) Limit on Matching Contributions.

                    3.5.1     In General. Notwithstanding anything in this
Plan to the contrary, effective January 1, 1997, Matching Contributions for any
Plan Year for an Eligible Participant who is a Highly Compensated Employee shall
be reduced if and to the extent deemed necessary or advisable by the Committee
in order that the Contribution Percentage for Eligible Participants who are
Highly Compensated Employees for that Plan Year shall not exceed the percentage
determined in the following schedule, based on the Contribution Percentage for
the Applicable Plan Year for all Eligible Participants who are not Highly
Compensated Employees:

Column 1                                Column 2
--------                                --------

CONTRIBUTION PERCENTAGE FOR             CONTRIBUTION PERCENTAGE FOR
ELIGIBLE PARTICIPANTS WHO ARE NOT       ELIGIBLE PARTICIPANTS WHO ARE
HIGHLY COMPENSATED EMPLOYEES            HIGHLY COMPENSATED EMPLOYEES
FOR THE APPLICABLE PLAN YEAR            FOR THE CURRENT PLAN YEAR
------------------------------          -------------------------

Less than 2%                            Two (2) times the percentage in Column 1

2% - 8%                                 The percentage in Column 1, plus 2%

More than 8%                            One and one-quarter (1-1/4) times the
                                        percentage in Column 1

In determining the permitted Contribution Percentage for Highly Compensated
Employees for Plan Years beginning on or after January 1, 1997, the Applicable
Plan Year for non-Highly Compensated Employees shall be the same as determined
under Section 3.4.1. The status of an individual as a non-Highly Compensated
Employee for an Applicable Plan Year shall be determined based on the definition
of Highly Compensated Employee in effect for such Applicable Plan Year.

                    3.5.2     Determination of Excess Matching
Contributions. For purposes of this Section 3.5, the Contribution Percentage for
any group of individuals means the average


                                     - 25 -



of the individual ratios, for each person in such group, of (a) his/her share of
Matching Contributions for the Plan Year or Applicable Plan Year to (b) his/her
Total Compensation for the Plan Year or Applicable Plan Year. For purposes of
calculating part (a) of the Contribution Percentage, Qualified Nonelective
Contributions under Section 3.6.5 and Elective Contributions under Section 3.2.1
may be taken into account if the conditions of the applicable regulations under
section 401(m)(3) of the Code (which are set forth in Treas. Reg. ss.
1.401(m)-1(b)(5) and other applicable guidance (including IRS Notice 98-1 and
corresponding successor guidance) are met, to the extent such contributions are
not taken into account for purposes of the Average Deferral Percentage test of
Section 3.4. The individual ratios, and the Contribution Percentage for any
group of individuals, shall be calculated to the nearest one-hundredth of one
percent (0.01%). If, based on a review of Contribution Agreements and projected
Total Compensation similar to that described in Section 3.4.2, the Committee
shall conclude that a reduction in the Matching Contributions made for any
Eligible Participant is necessary or advisable in order to comply with the
limitations of this Section 3.5 for any Plan Year, the amount of such
contributions shall be reduced in accordance with the direction of the
Committee. Without limiting the generality of the foregoing, any such reduction
may be made applicable to all Eligible Participants, only to Eligible
Participants who are Highly Compensated Employees, or to any other group as the
Committee shall determine, and in such manner as the Committee shall determine.
If amounts in excess of the limitations of this Section 3.5 have been previously
paid into the Trust Fund for the benefit of Highly Compensated Employees, such
reduction shall be determined in order of their individual ratios and effected
in order of their contribution amounts, beginning with the highest of such
amounts, in the following manner. First, determine how much the actual
contribution ratio (ACR) of the Highly Compensated Employee with the highest ACR
would have to be reduced to satisfy the actual contribution percentage (ACP)
test or cause such ratio to equal the ACR of the Highly Compensated Employee
with the next highest ratio. Second, this process is repeated until the ACP test
would be satisfied. The amount of excess aggregate contributions is equal to the
sum of these hypothetical reductions multiplied, in each case, by the Highly
Compensated Employee's Total Compensation. Such reduction of amounts previously
paid into the Trust Fund may be effected by the forfeiture of such amounts that
are not vested under Article V (notwithstanding any other provision of the Plan)
and application of the amounts so forfeited to reduce contributions by the
Employer hereunder. Any excess


                                     - 26 -



Matching Contributions not so forfeited shall be paid to the Eligible
Participant in cash no later than March 15 of the following Plan Year, if at all
possible, and in any event, no later than the close of the following Plan Year.
If any Account from which a distribution or forfeiture is to be made pursuant to
this Section 3.5 is invested in more than one Investment Fund, such distribution
or forfeiture shall be made pro rata, to the extent practicable, from all such
Investment Funds. The distribution (or forfeiture, if applicable) of excess
aggregate contributions shall be made on the basis of the respective amounts
attributable to each Highly Compensated Employee. The Highly Compensated
Employees subject to actual distribution or forfeiture are determined using the
"dollar leveling method" starting with the Highly Compensated Employee with the
greatest dollar amount of employee, matching and other contributions treated as
Matching Contributions for the Plan Year and continuing until the amount of the
excess aggregate contributions has been accounted for.

                    3.5.3     Income on Excess Matching Contributions. The
amount of excess Matching Contributions distributed pursuant to Section 3.5.2
shall be adjusted for any income or loss attributable under the allocation rules
of Sections 4.5 and 4.6 to such excess Matching Contributions up to the date of
distribution.

                    3.5.4     Collective Bargaining Unit Employees. In
applying the provisions of Section 3.5, collective bargaining unit employees
shall not be taken into account.

          3.6       Special Rules.

                    3.6.1     Multiple Arrangements for Highly Compensated
Employees Combined. If more than one plan providing for a cash or deferred
arrangement, or for matching contributions, or employee contributions (within
the meaning of sections 401(k) and 401(m) of the Code) is maintained by the
Employer or an Affiliate, the individual ratios of any Highly Compensated
Employee who participates in more than one such plan or arrangement shall, for
purposes of determining the Average Deferral Percentage (as defined in Section
3.4.2) and Contribution Percentage (as defined in Section 3.5.2), be determined
as if all such arrangements were a single plan or arrangement.

                    3.6.2     Aggregation of Plans. In the event that this
Plan satisfies the requirements of section 410(b) of the Code only if aggregated
with one or more other plans, then this Article III shall be applied by
determining the Average Deferral Percentage and Contribution


                                     - 27 -



Percentage of Eligible Participants as if all such plans were a single plan.
Plans may be aggregated under this Section 3.6.2 only if they have the same plan
year.

                    3.6.3     Aggregate Limit. For Plan Years ending
December 31, 2001 and prior, the term "Aggregate Limit" shall mean a percentage
equal to the greater of the sum described in Section 3.6.3.1 or 3.6.3.2:

                              3.6.3.1 The sum of:

                    (a)       125 percent of the greater of (i) the Average
Deferral Percentage (as defined in Section 3.4.2) for the Applicable Plan Year
for Eligible Participants who are not Highly Compensated Employees for such year
or (ii) the Contribution Percentage (as defined in Section 3.5.2) for such year
of such Eligible Participants, and

                    (b)       two percent plus the lesser of (i) or (ii) of
clause (a) above; in no event, however, shall the amount determined under this
clause (b) exceed 200 percent of the lesser of (i) or (ii) of clause (a) above;
or

                              3.6.3.2 The sum of:

                    (a)       125 percent of the lesser of (i) the Average
Deferral Percentage (as defined in Section 3.4.2) for the Applicable Plan Year
for Eligible Participants who are not Highly Compensated Employees for such year
or (ii) the Contribution Percentage (as defined in Section (3.5.1) for such year
of such Eligible Participants, and

                    (b)       two percent plus the greater of (i) or (ii) of
clause (a) above; in no event, however, shall the amount determined under this
clause (b) exceed 200 percent of the greater of (i) or (ii) of clause (a) above.

The Aggregate Limit shall be calculated to the nearest one-hundredth of one
percent (0.01%). The Aggregate Limit shall not apply to reduce allocations
otherwise permissible for a Plan Year unless the Average Deferral Percentage and
the Contribution Percentage for Eligible Participants who are Highly Compensated
Employees for the Plan Year each exceed 125% of the corresponding percentages
determined for Eligible Participants who are not Highly Compensated Employees
for the Applicable Plan Year.

                    3.6.4     Status as Eligible Participant. For purposes
of Sections 3.4, 3.5 and 3.6, an individual shall be treated as an Eligible
Participant for a Plan Year if he/she so


                                     - 28 -



qualifies for any part of the Plan Year, and whether or not his/her right to
share in Elective Contributions has been suspended under Section 3.2.4.
Notwithstanding the foregoing, in applying such Sections in Plan Years beginning
on or after January 1, 1999, an individual shall not be treated as an Eligible
Participant for an Applicable Plan Year during which he/she is not a Highly
Compensated Employee if (i) he/she has failed to complete more than 500 Hours of
Service in a prior Plan Year beginning on or after January 1, 1997 (i.e., he/she
has incurred an "Eligibility Break") and (ii) he/she has not thereafter, during
or prior to such Applicable Plan Year, completed a 12-month period in which
he/she has 1,000 Eligibility Hours. The first 12-consecutive-month period taken
into account under such clause (ii) (the "Initial Period") shall start on the
day on which he/she first completes an Hour of Service after such Eligibility
Break. If he/she does not complete 1,000 Eligibility Hours within the Initial
Period, the subsequent 12-consecutive-month periods taken into account shall be
calendar years, beginning with the first calendar year after the Plan Year in
which the Initial Period began. However, if the Participant shall have no
Eligibility Hours in any such calendar year, the next applicable
12-consecutive-month period (the "new Initial Period") shall not begin until
he/she subsequently has an Hour of Service, after which the applicable 12-month
periods shall again be determined under the foregoing rules as if the new
Initial Period were the Initial Period. Effective April 1, 2003, an individual
who is a Participant solely with respect to Elective Contributions pursuant to
Section 2.1.3 and who is not a Highly Compensated Employee shall not be an
Eligible Participant prior to the date he/she qualifies as a Participant without
regard to Section 2.1.3. For Plan Years ending on or after December 31, 2003,
the Plan may in the discretion of the Committee determine its compliance with
section 410(b) of the Code by applying section 410(b)(4)(B) thereof, and the
provisions of this Section 3.6.4 (other than the first sentence thereof) shall
apply only for Plan Years in which the requirements of section 410(b) are met on
that basis.

                    3.6.5     Qualified Nonelective Contributions. For
each Plan Year beginning on or after January 1, 1997, each Employer shall
contribute to the Trust Fund, in cash, such additional amounts (if any) as the
Committee (acting as an agent of such Employer and not as a fiduciary) shall, in
its sole discretion, determine to be necessary or desirable in order to meet the
requirements of Sections 3.4 and 3.5 for such Plan Year and/or for the following
Plan Year. Such additional contributions shall be made at such time as shall be
necessary, pursuant to IRS Notice 98-1 (and corresponding successor guidance),
to comply with the provisions of Article


                                     - 29 -



XIV and to meet the requirements of Sections 3.4 and 3.5 for each applicable
Plan Year. The Committee shall designate any such amounts as "qualified
nonelective contributions" (within the meaning of section 401(m)(4)(C) of the
Code) and shall determine the group of Participants eligible to share in such
Qualified Nonelective Contributions, the method of apportionment under which
such eligible Participants shall share in such contributions and the Accounts
and separate subaccounts under the Plan in which such contributions, together
with the "investment adjustments" (within the meaning of Section 4.5)
attributable thereto, shall be maintained, and the Investment Fund in which such
contribution shall initially be invested. In addition to or in lieu thereof, the
Committee may designate a portion of the Profit-Sharing Contributions made for a
Plan Year as Qualified Nonelective Contributions for such year. Anything in this
Plan to the contrary notwithstanding, each Participant shall, at all times, have
a fully vested and nonforfeitable right to 100% of the amounts in his/her
Accounts attributable to Qualified Nonelective Contributions, and such
contributions shall be treated as Elective Contributions for purposes of
determining whether they may be distributed under the Plan except as otherwise
provided in Section 7.2. At the direction of the Committee, Qualified
Nonelective Contributions may be used to satisfy the Average Deferral Percentage
test under Section 3.4.2 if applicable regulations under section 401(k) of the
Code (which are set forth in Treas. Reg. ss. 1.401(k)-1(b)(5)) and other
applicable guidance are met, or the Contribution Percentage test under Section
3.5.2 if applicable regulations under section 401(m)(3) of the Code (which are
set forth in Treas. Reg. ss. 1.401(m)-1(b)(5)) and other applicable guidance are
met.

          3.7       Application. If the allocations to a Participant's
Accounts otherwise required under this Plan for any Plan Year would cause the
limitations of Article XIV to be exceeded for that Plan Year, contributions (and
forfeitures in lieu thereof) under this Article III shall be reduced to the
extent necessary in order to comply with the limitations of Article XIV, with
such reductions to be made first to Elective Contributions which do not relate
to Matching Contributions (i.e., Elective Contributions for any "applicable
period" (as determined under Section 3.3.1) in excess of five percent (5%) of
the Participant's Compensation for such "applicable period"); second, to the
Participant's remaining Elective Contributions and Matching Contributions
relating thereto; and third to Profit-Sharing Contributions.

          3.8       Form of Payment. Profit-Sharing, Elective and Matching
Contributions shall be made in cash.


                                     - 30 -



          3.9       Contributions May Not Exceed Amount Deductible. In no
event shall Employer contributions under this Article III for any taxable year
exceed the maximum amount (including amounts carried forward) deductible for
that taxable year under section 404(a)(3) of the Code.

          3.10      Contributions Conditioned on Deductibility and Plan
Qualification. Notwithstanding any other provision of the Plan, each
contribution by an Employer under this Article III is conditioned on the
deductibility of such contribution under section 404 of the Code for the taxable
year for which contributed, and on the initial qualification of the Plan under
section 401(a) of the Code.

          3.11      Expenses. Except to the extent paid by an Employer, the
expenses of the administration of the Plan shall be deemed to be expenses of the
Trust Fund and shall be paid therefrom.

          3.12      Profits Not Required. Each Employer shall, notwithstanding
any other provision of the Plan, make all contributions to the Plan without
regard to current or accumulated earnings and profits. Notwithstanding the
foregoing, the Plan shall continue to be designated to qualify as a
profit-sharing plan for purposes of sections 401(a), 402, 412 and 417 of the
Code.

          3.13      Contributions for Military Service. Effective December
12, 1994, notwithstanding any provisions of this Plan to the contrary,
contributions shall be made with respect to a period in which an individual
would have been an Eligible Participant but for his/her military service to the
extent required by Chapter 43 of Title 38 of the United States Code (USERRA) and
in accordance with section 414(u) of the Code. The amount of any such Elective
Contributions and of Matching Contributions in respect thereof shall be based
upon such individual's election made following his/her return to employment with
the Employer following such military service (and within the time during which
he/she had reemployment rights) in accordance with procedures established by the
Committee; provided that no such Elective Contributions may exceed the amount
the individual would have been permitted to elect to contribute had the
individual remained continuously employed by the Employer throughout the period
of such military service (and Matching Contributions shall be limited
accordingly). Such contributions (and Profit-Sharing Contributions) shall be
taken into account as Annual Additions for purposes of Section 3.4.4 and Article
XIV in the Limitation Year to which they relate, and for purposes of applying
the elective deferral limit set forth in Section 3.2.6 in the calendar year to


                                     - 31 -



which they relate, rather than in the Limitation Year or calendar year in which
made, and shall be disregarded for purposes of applying the limits described in
Sections 3.4, 3.5 and 3.6.3. Any such contribution shall be made no later than
five years from the date of such return to employment or, if less, a period
equal to three times the period of such military service.

          3.14      Rollovers. Effective April 1, 2003, an Eligible Employee
who has become a Participant shall be eligible to make a contribution to the
Plan ("Rollover Contribution") by direct rollover of all or any part (not less
than $1,000) of an eligible rollover distribution from a qualified plan or
annuity described in Code section 401(a) or 403(a), an annuity contract
described in Code section 403(b), or an eligible plan under Code section 457(b)
which is maintained by a state, political subdivision of a state. This Section
3.14 shall apply both to an Eligible Employee who was a participant in such an
eligible retirement plan and an Eligible Employee entitled to make a direct
rollover as the surviving spouse of such a participant or as an alternate payee
under a qualified domestic relation order as defined in section 414(p) of the
Code. All Rollover Contributions shall be received and held in the Trust Fund
and shall be credited to the Participant's Rollover Contributions Account. The
Eligible Employee shall designate (in a manner consistent with Section 4.3) how
that Rollover Contribution is to be allocated among the Investment Funds,
without regard to the manner in which his/her other Accounts (if any) are
invested; thereafter, reallocation of Account balances (including the Rollover
Contributions Account) may be made only in accordance with the provisions of
Section 4.3.1.


                                     - 32 -



                                   ARTICLE IV

                  Accounts and Designation of Investment Funds

          4.1       Plan Accounts.

                    4.1.1     Profit-Sharing Contributions Account. A
"Profit-Sharing Contributions Account" shall be maintained for each Participant
in which the amount of Profit-Sharing Contributions (and forfeitures in lieu
thereof) allocable to him/her pursuant to Section 3.1 and any amount credited to
such account pursuant to Section 4.11 shall be entered.

                    4.1.2     Matching Contributions Account. A "Matching
Contributions Account" shall be maintained for each Participant in which the
amount of Matching Contributions (and forfeitures in lieu thereof) allocable to
him/her pursuant to Sections 3.3 and any amount credited to such account
pursuant to Section 4.11 shall be entered. In its discretion, the Committee may
direct the establishment of separate subaccounts within a Participant's Matching
Contributions Account to reflect the different vesting schedule applicable to
Matching Contributions for Plan Years ending December 31, 2002 or thereafter, as
set forth in Section 5.2.

                    4.1.3     Elective Contributions Account. An "Elective
Contributions Account" shall be maintained for each Participant in which shall
be entered the amount of Elective Contributions made for his/her benefit, as
described in Section 3.2. In its discretion, the Committee may direct the
establishment of separate subaccounts within each Elective Contributions Account
to reflect the portion thereof attributable to Elective Contributions which have
been matched by the Employer pursuant to Section 3.3.1, and to those which
remain unmatched (if any), respectively.

                    4.1.4     Closed Savings Account. A "Closed Savings
Account" shall be maintained for each Participant who was a participant in the
Finlay Enterprises Retirement Income Plan on December 31, 1988, in which shall
be entered the amounts credited to such account pursuant to Section 4.11.

                    4.1.5     Adjustments. Participant's Accounts shall be
adjusted from time to time in accordance with the further provisions of this
Plan.

          4.2       Investment Funds. The Committee shall direct the Trustee
to subdivide the Trust Fund into three or more Investment Funds which shall be
separately invested, and which shall have such investment objectives and
characteristics as the Committee shall determine. Notwithstanding the investment
objectives and characteristics of an Investment


                                     - 33 -



Fund, such Fund may retain such investments of another nature or cash balances
as may be needed in order to effect distributions or to meet other
administrative requirements of the Plan. In the sole discretion of the
Committee, the investments of any Investment Fund may be made, in whole or in
part, through (a) securities issued by an investment company registered under
the Investment Company Act of 1940, (b) an insurance company general or separate
account or (c) a group trust.

          4.3       Designation of Investment Funds.

                    4.3.1     Existing Account Balances. A Participant may
designate or change the designation of the percentage of his/her Accounts that
shall be invested in each Investment Fund by giving notice, in accordance with
procedures established by the Committee, to the Trustee or other Plan fiduciary
designated by the Committee (or their designated agent); provided, that the
percentage of such balance to be so invested in any such Investment Fund shall
be a multiple of 1% between 0% and 100%, inclusive, of such balance. Such notice
shall be given in accordance with procedures established by the Committee. The
Participant shall have the opportunity to obtain written confirmation of each
such designation or change of designation. Such designation or change of
designation shall be effective on the first day for which it can be given effect
under the administrative procedures established by the Committee. Any such
election shall apply uniformly to all of the Participant's Accounts. Any portion
of the Participant's Accounts for which no such designation has been made shall
be invested in the Fund or Funds designated by the Committee as the default
option under the Plan.

                    4.3.2     Future Contributions. A Participant may designate
or change the designation of the percentage of his/her future Elective
Contributions, Profit-Sharing Contributions and Matching Contributions that
shall be invested in each Investment Fund by giving notice, in accordance with
procedures established by the Committee, to the Trustee or other Plan fiduciary
designated by the Committee (or their designated agent); provided, that the
percentage of such future contributions to be so invested in any such Investment
Fund shall be a multiple of 1% between 0% and 100%, inclusive, of such future
contributions. Such notice shall be given in accordance with procedures
established by the Committee. The Participant shall have the opportunity to
obtain written confirmation of each such designation or change of designation.
Such designation shall apply equally to all such future contributions. Upon
failure to make such a designation, all contributions for the benefit of the
Participant shall be invested in


                                     - 34 -



accordance with the most recent prior election in effect under Section 4.3.1 or,
if no such election exists, in the Fund or Funds designated by the Committee as
the default option under the Plan. Any designation under this Section 4.3.2
shall continue in effect until changed by filing a new designation.

          4.4       Frequency of Changes of Designation.

                    4.4.1     A Participant may change his/her designation
of Investment Funds at least once each quarter and up to eight times per
calendar year in the aggregate. The limitation in the preceding sentence applies
separately to requests for changes under Section 4.3.1 and under Section 4.3.2.

                    4.4.2     The Committee may from time to time: (a)
limit or restrict a Participant's ability to change the allocation of his/her
Accounts among the Investment Funds and/or withdraw balances from the various
Investment Funds in order to conform to the practices, provisions or
restrictions of any such Investment Fund; and (b) vary the procedures otherwise
provided for in this Plan relating to the determination and allocation of the
"investment adjustment" (within the meaning of Section 4.5) among Participants'
Accounts (i) in order to facilitate the administration of the Plan on an
equitable and practicable basis, and (ii) if any portion of Participants'
Accounts are invested in mutual funds, accounts or group trusts for which the
sponsor provides a separate accounting for each Participant, in order to conform
with the sponsor's procedures.

          4.5       Valuation of Investment Funds. The Committee shall
retain a recordkeeper for the Plan, who may be a mutual fund sponsor of the
Investment Funds available under the Plan, who shall determine as of each
Valuation Date the net fair market value of each Investment Fund and the
investment adjustment for each Investment Fund. For purposes of the preceding
sentence, the "investment adjustment" for each Investment Fund shall mean the
net increase or decrease in the net fair market value of the assets of such
Investment Fund since the preceding Valuation Date attributable to investment
income, gain, loss or expense (realized and unrealized), and to administrative
expenses of the Plan properly charged against such Investment Fund. In
determining as of each Valuation Date the net fair market value of each
Investment Fund, liabilities to Participants and Beneficiaries for benefits
hereunder, and contributions due but unpaid, shall be disregarded. References in
this Plan to procedures established by the Committee shall include procedures of
the recordkeeper appointed by the Committee.


                                     - 35 -



          4.6       Allocation of Investment Adjustments. As of each Valuation
Date the Committee shall allocate the "investment adjustment" for each
Investment Fund (as determined under Section 4.5) among the Accounts of all then
Participants in proportion to their respective interests in such Investment Fund
as of the preceding Valuation Date; provided, however, that no Account shall
share in such allocation after the Valuation Date as of which the final
distribution in respect thereof is processed. For this purpose, the recordkeeper
shall take into account all transactions affecting a Participant's interest in
an Investment Fund including contributions, distributions or withdrawals,
transfers to or from other Investment Funds and the commencement or payment of
loans. For purposes of the foregoing, the Plan shall use a daily valuation
system, which generally shall mean that Accounts will be updated each Valuation
Date to reflect activity for that day, such as new contributions received by the
Trustee, withdrawals or other distributions, changes in the Participant's
investment elections, and changes in the value of the Investment Funds under the
Plan. Such daily valuation shall be dependent upon the Plan's recordkeeper
receiving complete and accurate information from a variety of different sources
on a timely basis. It is understood that events may occur that cause a delay or
interruption in that process, affecting a single Participant or a group of
Participants, and there shall be no guarantee by the Plan that any given
transaction will be processed on a particular anticipated day. In the event of
any such delay or interruption, any affected transaction will be processed as
soon as administratively feasible and no attempt will be made to reconstruct
events as they would have occurred absent the delay or interruption, regardless
of the cause, unless the Committee in its sole discretion directs the Plan's
recordkeeper to do so.

          4.7       Account Adjustments.

                    4.7.1     Allocation of Elective and Matching Contributions.
Elective Contributions (and forfeitures in lieu thereof) in respect of a
Participant shall be credited to his/her Elective Contributions Account as of
the close of the payroll period for which such contributions are made. Matching
Contributions (and forfeitures in lieu thereof) in respect of a Participant
shall be credited to his/her Matching Contributions Account as of the last day
of the Plan Year for which such contributions are made. The amounts so credited
shall be taken into account in determining the Participant's share of
"investment adjustments" under Section 4.6 only to the extent that such
contributions have actually been paid into the Plan.


                                     - 36 -



                    4.7.2     Allocation of Profit-Sharing Contributions
and Forfeitures. As of each December 31, a Participant's Profit-Sharing
Contributions Account shall be credited with his/her share of Profit-Sharing
Contributions (and forfeitures in lieu thereof) for the Plan Year ending on such
date; provided, however, that the amount so credited shall be taken into account
in determining the Participant's share of "investment adjustments" under Section
4.6 only to the extent that such contributions have actually been paid into the
Plan.

                    4.7.3     Adjustment for Withdrawals. Withdrawals from
a Participant's Accounts in response to a withdrawal request under Sections 7.2
or 7.3 shall be charged against such Account as of the date such withdrawal
request is processed.

          4.8       Correction of Error. The Committee may adjust the Accounts
of any or all Participants or Beneficiaries in order to correct errors or
rectify omissions, including, without limitation, any allocations to a
Participant's Accounts made in excess of the limit specified in Section 3.2.5,
in such manner as it believes will best result in the equitable and
non-discriminatory administration of the Plan.

          4.9       Allocation Shall Not Vest Title. The fact that allocation is
made and amounts credited to the Account of a Participant shall not vest in such
Participant any right, title or interest in and to any assets except at the time
or times and upon the terms and conditions expressly set forth in this Plan, nor
shall the Trustee be required to segregate physically the assets of the Trust
Fund by reason thereof.

          4.10      Statement of Accounts. As soon as practicable after the end
of each Plan Year, the Committee shall distribute to each Participant a
statement showing his/her interest in the Trust Fund.

          4.11      Merger of Field Plan. Effective as of the close of
business on December 31, 1988, the Finlay Enterprises Retirement Income Plan
(the "Field Plan") was merged into this Plan and the terms of this Plan
superseded in all respects the terms of the Field Plan. Effective as of such
time, the assets of the trust fund under the Field Plan were transferred, to the
Trustee under this Plan, to be held in trust under this Plan. The assets so
transferred attributable to each Participant's "profit-sharing contributions
account" under the Field Plan (as therein defined) were credited to a
Profit-Sharing and Matching Contributions Account then maintained for him/her
under this Plan; effective January 1, 2002 said assets have been maintained (to
the extent not previously distributed) in each Participant's Profit-Sharing


                                     - 37 -



Contributions Account; and the assets so transferred attributable to a
Participant's "voluntary contributions account" under the Field Plan (as therein
defined) were credited to a Closed Savings Account maintained for him/her under
this Plan. An Eligible Employee who was a participant in the Field Plan prior to
January 1, 1989, must have completed and returned a Contribution Agreement as
provided in Section 2.4 in order to be able to share in Elective Contributions
under this Plan. All other elections, investment directions and beneficiary
designations in effect with respect to a Participant under the Field Plan,
except any election to make "voluntary contributions" thereunder, shall continue
in effect under the terms of this Plan until changed by the Participant.


                                     - 38 -



                                    ARTICLE V

                                     Vesting

          5.1       Profit-Sharing Contributions Account. A Participant shall
have a vested and nonforfeitable right to a percentage of his/her Profit-Sharing
Contributions Account, determined as follows:

                    YEARS OF SERVICE                        VESTED PERCENTAGE
                    ----------------                        -----------------

                    Less than 3 years                              0%
                    3 years but less than 4                        20%
                    4 years but less than 5                        40%
                    5 years but less than 6                        60%
                    6 years but less than 7                        80%
                    7 or more years                                100%

          5.2       Matching Contributions Account.

                    5.2.1     Contributions for Plan Years Through 2001. With
respect to Matching Contributions made for Plan Years through 2001, a
Participant shall have a vested and nonforfeitable right to a percentage of
his/her Matching Contributions Account according to the table set forth in
Section 5.1.

                    5.2.2     Contributions for 2002 and Later. With respect to
Matching Contributions made for Plan Years beginning 2002, a Participant shall
have a vested and nonforfeitable right to a percentage of his/her Matching
Contributions Account determined as follows:

                    YEARS OF SERVICE                        VESTED PERCENTAGE
                    ----------------                        -----------------

                    Less than 2 years                              0%
                    2 years but less than 3                        20%
                    3 years but less than 4                        40%
                    4 years but less than 5                        60%
                    5 years but less than 6                        80%
                    6 or more years                                100%

          5.3       Elective Contributions Account and Closed Savings Account.
A Participant's interest in his/her Elective Contributions Account and his/her
Closed Savings Account shall be fully vested and nonforfeitable at all times.


                                     - 39 -



          5.4       Earlier Vesting in Profit-Sharing Contributions Account
and Matching Contributions Account. Notwithstanding any other provision hereof,
a Participant's interest in his/her Profit-Sharing Contributions Account and
Matching Contributions Account shall be fully vested and nonforfeitable: (a) on
the date of his/her termination of employment by reason of death, Disability or
voluntary retirement at or after age 55 and after completing five (5) years of
Service, (b) on his/her attainment of his/her Normal Retirement Date (or any
later age) while employed by an Employer or Affiliate, (c) when and if this Plan
shall at any time be terminated for any reason, (d) upon the complete
discontinuance of contributions to this Plan by all Employers hereunder, or (e)
upon partial termination of this Plan (within the meaning of section 411(d)(3)
of the Code) if such Participant is a Participant affected by such partial
termination.

          5.5       Forfeitures. If a Participant's employment terminates
before he/she is 100% vested in his/her Profit-Sharing Contributions Account and
Matching Contributions Account and he/she receives a distribution of his/her
vested interest in his/her Accounts (including, as provided below, a vested
interest having a value of zero), the non-vested portion of his/her
Profit-Sharing Contributions Account and Matching Contributions Account shall be
forfeited as of the date of such distribution. If such a Participant does not
receive such a distribution, the non-vested portion of his/her Profit-Sharing
Contributions Account and Matching Contributions Account shall be forfeited as
of the date on which he/she incurs a Break in Service of five years. For
purposes of the Plan, if a Participant's vested interest in his/her Accounts has
a value of zero, the Participant shall be deemed to have received a single-sum
distribution of such vested interest upon his/her Termination of Employment. If
a Participant who has forfeited the non-vested portion of his/her Profit-Sharing
Contributions Account or Matching Contributions Account is reemployed before
he/she incurs a Break in Service of five or more years, the amount forfeited
shall be restored to his/her Profit-Sharing Contributions Account or Matching
Contributions Account, as applicable, as of his/her Reemployment Date, and such
restored amount shall be credited to a special subaccount. His/her vested
portion of such subaccount as of any subsequent time shall, notwithstanding
Sections 5.1 and 5.2, be expressed by the formula:

                                  P(A + D) - D


                                     - 40 -



where P is the Participant's vested percentage at such time determined without
regard to this sentence; A is the amount in such subaccount at such time; and D
is the amount of the distribution previously made to him/her. The restored
amount shall be funded by forfeitures, and to the extent forfeitures are
inadequate for this purpose, by a special contribution which his/her Employer
shall be required to make for this purpose (without regard to the otherwise
applicable limitations of Articles III and XIV). All forfeitures, whether
pursuant to the foregoing provisions of this Section 5.5 or effected to correct
excess or improper contributions or allocations under the Plan, shall be applied
to reduce future contributions under the Plan.

          5.6       Former Tru-Run Employees. Notwithstanding any other
provision hereof, a Participant whose employment is terminated by the Company on
or after July 1, 1989, but in no event later than June 30, 1990, as a result of
a reduction in force, sale, merger, dissolution, liquidation or change in
control or reorganization of Tru-Run Corporation shall have a fully vested and
nonforfeitable interest in his/her Profit-Sharing and Matching Contributions
Account (within the meaning of the Plan as then in effect) as of the date of
such termination of employment.

          5.7       Former Adrien Arpel Employees. Notwithstanding any other
provision hereof, a Participant in this Plan who became an employee of Adrien
Arpel, Inc. on or after December 6, 1988 shall have a fully vested and
nonforfeitable interest in his/her Profit-Sharing and Matching Contributions
Account (within the meaning of the Plan as then in effect).


                                     - 41 -



                                   ARTICLE VI

                                     Service

          6.1       Service. Subject to Sections 6.2-6.5, "Service" is the
aggregate of the following (including any such periods prior to January 1,
1987):

                    (a)       Each period from an employee's Date of Hire (or
Reemployment Date) to his/her next Severance Date; and

                    (b)       If an employee performs an Hour of Service within
twelve (12) months of a Severance Date, the period from such Severance Date to
such Hour of Service; and

                    (c)       In the case of an employee who leaves employment
to enter service with the armed forces of the United States, the period of such
military service, provided that the employee resumes employment with the
Employer or Affiliate within the period during which his/her reemployment rights
are protected by applicable law.

          6.2       Break in Service. If an employee incurs a Break in Service
and is subsequently reemployed by an Employer or Affiliate, then except as
otherwise provided in Section 6.3:

                    (a)       His/her Service completed prior to such Break in
Service shall be restored to him/her upon his/her reemployment; and

                    (b)       He/she shall resume his/her place on the vesting
schedule set forth in Sections 5.1 and 5.2 at the point he/she occupied
immediately prior to such Break in Service; provided, that this Section 6.2
shall not operate to restore amounts irrevocably forfeited under Section 5.5.

          6.3       Rule of Parity. If an employee who has no vested rights to
any Accounts maintained for his/her benefit under this Plan incurs a Severance
Period which equals or exceeds the length of his/her aggregate periods of
Service and which is at least six (6) years, his/her years of Service and
Eligibility Hours (as defined in Section 2.1.1) prior to such Severance Period
shall thereafter be excluded in determining Service and Eligibility Hours under
this Plan.

          6.4       Service with Predecessors. In determining an employee's
Hours of Service, Eligibility Hours (as defined in Section 2.1.1), Service and
Severance Periods, employment with one or more predecessors of an Employer or
Affiliate (including employment with a corporation or other entity which was not
an Employer or Affiliate at the time of reference, but which later became such,
or part or all of the business or assets of which were


                                     - 42 -



acquired by an Employer or Affiliate) shall not be taken into account except to
the extent required by law or to the extent determined by the Committee in its
discretion exercised in a manner that does not discriminate in favor of Highly
Compensated Employees so as to prevent the Plan from qualifying under section
401(a) of the Code. Any such determination under this Section 6.4 shall be made
by the Committee acting on the behalf of the management of the Employer or
Affiliate, and not as a fiduciary for the Plan.

          6.5       Nonduplication. In no event shall there be any duplication
of the Service of any employee attributable to the same period of time.


                                     - 43 -



                                   ARTICLE VII

                          Distributions and Withdrawals

          7.1       Distribution on Termination of Employment. After a
Participant's employment terminates for any reason (including death), the vested
amount of his/her Accounts shall be distributed to him/her or, if distribution
is being made by reason of death (or after his/her death following termination
of employment for any other reason), to his/her Beneficiary, in accordance with
the provisions of Article VIII. Any portion of a Participant's Accounts in which
he/she does not have a vested interest in accordance with Article V at the time
of termination of employment shall be forfeited as provided in Section 5.5 and
shall be applied as provided in Article IV.

          7.2       Hardship Withdrawals.

                    7.2.1     Withdrawal Option. Before age 59-1/2, a
Participant may withdraw in cash from his/her Elective Contributions Account and
his/her Closed Savings Account such amounts as the Committee shall, in a uniform
and nondiscriminatory manner determine to be necessary (based on such
representations or other information as the Committee may request in its
discretion) to meet any condition of hardship affecting such Participant,
provided that the Participant has already received all other amounts available
to him/her as a loan, or a distribution other than on account of "hardship" as
herein defined, under this Plan and all other plans maintained by any Employer
or Affiliate. Withdrawals from a Participant's Elective Contributions Account
shall be limited to the total amount of Elective Contributions made, exclusive
of investment earnings allocable thereto, which have not previously been
withdrawn, and shall exclude any amounts attributable to "qualified nonelective
contributions" as defined in Section 3.6.5. A Participant shall be entitled to a
hardship withdrawal under this Section 7.2.1 if (a) he/she meets all
requirements therefor other than the receipt of all amounts available to him/her
as a loan, (b) the need is for funds to purchase a principal residence of the
Participant, (c) the obtaining of loans other than the mortgage loan in
connection with such purchase would disqualify the Participant from obtaining
the necessary amount of mortgage loan, and (d) the Participant demonstrates to
the satisfaction of the Committee that the amount to be withdrawn for the
purpose of such purchase cannot be obtained from other resources that are
reasonably available to the Participant (including assets of the Participant's
spouse and minor children that are reasonably available to the Participant).


                                     - 44 -



                              7.2.1.1 Sequence. Any withdrawals under this
Section 7.2.1 shall, to the extent applicable, be made from after-tax
contributions held in the Participant's Closed Savings Account, earnings, if
any, on such Account, and the Participant's Rollover Contributions Account in
that order until each such Account has been exhausted, and then from the
Participant's Elective Contributions Account.

                    7.2.2     Hardship. For purposes of this Section 7.2, the
term "hardship" shall mean any one or more of the following needs:

                    (a)       medical expenses described in section 213(d) of
the Code and not covered by insurance, previously incurred by a Participant or a
Participant's spouse or dependent (as defined in section 152 of the Code) or
expenses necessary in order for such persons to obtain medical care described in
section 213(d) of the Code (which expenses will never be covered by insurance);

                    (b)       tuition payments, related educational fees (not
including books and supplies), and room and board expenses for the next 12
months of post-secondary education of a Participant or a Participant's spouse,
child or dependent (as defined in section 152 of the Code);

                    (c)       costs (other than mortgage payments) directly
related to the purchase of the principal residence of a Participant; or,

                    (d)       payments necessary to prevent the eviction of the
Participant from the Participant's principal residence or foreclosure on the
mortgage on that residence.

                    7.2.3     Values. The amount that may be withdrawn pursuant
to Section 7.2.1 shall be determined based on the value of the Participant's
Closed Savings Account or the amount of the Elective Contributions and any prior
withdrawals made by the Participant, whichever applies, as of the date on which
the withdrawal request is processed.

                    7.2.4     Payment. A withdrawal request under Section 7.2.1
shall be made by filing the Appropriate Form with the Committee, within such
time as the Committee may prescribe. The Appropriate Form with respect to a
withdrawal from his/her Elective Contributions Account shall include an
agreement by the Participant to the suspension of contributions described in
Section 3.2.5, and to a similar suspension of "elective deferrals" (as defined
in section 402(g)(3) of the Code) and of employee contributions under this Plan
and each other qualified and nonqualified plan of deferred compensation
(excluding mandatory employee contributions under any defined benefit plan), or
stock option, stock purchase, or similar plans,


                                     - 45 -



of any Employer or Affiliate (i) until the first anniversary of the date of such
withdrawal with respect to withdrawals through December 31, 2000, and (ii) for
withdrawals on or after January 1, 2001, until the later of January 1, 2002 and
the date six months after the date of such withdrawal. Each such other plan
shall be deemed amended by reason of this provision and the Participant's
execution of the Appropriate Form to the extent necessary to give full effect to
such agreement. A Participant may direct on the Appropriate Form, at such time
and in such manner as the Committee may prescribe and subject to Committee
consent, the proportions in which any withdrawal from his/her Accounts pursuant
to this Section 7.2 shall be allocated among the Investment Funds; failing such
direction or consent, the allocation shall be made pro rata. All withdrawals
pursuant to this Article VII shall be made no less than thirty (30) days and no
more than ninety (90) days after the Participant is given the notice required
under section 402(f) of the Code, provided, however, that such withdrawal may be
made less than thirty (30) days after such notice is given, if (a) the Plan
Administrator clearly informs the Participant that the Participant has a right
to a period of at least thirty (30) days after receiving the notice to consider
the decision of whether or not to elect to take the withdrawal (and, if
applicable, a particular distribution option), and (b) the Participant, after
receiving the notice, affirmatively elects the withdrawal.

          7.3       Withdrawals After Age 59-1/2. After age 59-1/2, a
Participant shall be permitted to withdraw, no more frequently than once in any
two years, all or any portion of his/her vested interest in his/her Accounts
(prior to May 1, 1999, his/her Elective Contribution Account and Closed Savings
Account). Effective January 1, 2001, a Participant who has attained age 70-1/2
may make such a withdrawal once a year. Withdrawals under this Section 7.3 shall
be made in the following order: after-tax contributions held in the
Participant's Closed Savings Account, the remaining balance of such Account,
Elective Contributions Account, Rollover Contributions Account, Qualified
Nonelective Contributions Account, vested Matching Contributions Account, and
vested Profit-Sharing Contributions Account.

          7.4       Rollover Contributions Account. A Participant shall be
entitled to withdraw all or any portion of his/her Rollover Contributions
Account at any time prior to the termination of his/her employment; provided
that any partial withdrawal shall be in an amount not less than $1,000.


                                     - 46 -



                                  ARTICLE VIII

                               Payment of Benefits

          8.1       In General.

                    8.1.1     Elective Distributions. All amounts distributable
pursuant to Article VII with respect to a Participant whose employment
terminates for any reason shall be paid in cash in a single sum as soon as
reasonably practicable (taking into account the Committee's administrative
procedures) after whichever of the following dates applies:

                    (i)       If the Participant elects or Section 8.1.2
applies, the date on which the Participant's termination of employment is
reported to the Committee; provided, that the Committee may direct the
Participant's share (if any) of Profit Sharing Contributions and Matching
Contributions (and forfeitures in lieu thereof) for the Plan Year in which
his/her employment terminates to be paid separately and in the following Plan
Year.

                    (ii)      Any later date that the Participant elects up to
the Participant's Normal Retirement Date (if later than his/her termination of
employment); or

                    (iii)     The Participant's Normal Retirement Date, in the
event that Section 8.1.2 does not apply and no timely election was made to
receive distribution as of any earlier date.

                    8.1.2     Automatic Distribution. If the value of a
Participant's vested interest in his/her Accounts does not exceed $5,000 or the
Participant has attained his/her Normal Retirement Date, payment shall be made
as soon as reasonably practicable (taking into account the Committee's
administrative procedures) after the date on which his/her termination of
employment is reported to the Committee. The following shall not be taken into
account in applying the foregoing $5,000 cashout limit: (i) effective March 22,
1999, prior distributions, and (ii) effective January 1, 2002, the balance in a
Participant's Rollover Contributions Account. In accordance with procedures
approved by the Committee, the value of the vested Accounts of Participants
whose employment has terminated for any reason, including death, shall be
reviewed by the Plan recordkeeper periodically. If the value on such review does
not exceed $5,000, distribution of such vested balance shall be made in a lump
sum after (x) the Participant, or if applicable, a Beneficiary who is a
surviving spouse, has been notified that such a benefit cashout is to be made
and of his/her right to receive such distribution as a direct rollover, (y) the
Participant's (or such Beneficiary's) election to receive cash or a direct
rollover is received or the


                                     - 47 -



time for making such election has expired, and (z) the amount so distributable
does not rise to more than $5,000 as of the date of the final review of Account
values under the small benefit cashout procedures of the Plan recordkeeper.

                    8.1.3     Death. Distribution upon death (whether before or
after termination of employment for any other reason) shall be made as soon as
reasonably practicable (taking into account the Committee's administrative
procedures) after the date such death is reported to the Committee. If the
Beneficiary is the Participant's spouse, distribution shall be made (x) within
90 days of the Participant's death if reasonably practicable, and (y) otherwise
as soon as practicable. Any amount credited to the deceased Participant's
Accounts as of the last day of the Plan Year in which he/she dies shall be
distributed to his/her Beneficiary as soon as practicable.

                    8.1.4     Valuation. Any amount not distributed shall be
held in the Participant's Accounts and shall share in the revaluation of the
Trust Fund described in Article IV until such amount is distributed. The amount
of any distribution shall be determined based on the value of the Participant's
Accounts as of the date on which the distribution is processed.

          8.2       Non-Alienation of Benefits. Except as otherwise required by
a "qualified domestic relations order" (as defined in section 414(p) of the Code
and set forth in Section 8.10) or other applicable law, no benefit, interest, or
payment under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether
voluntary or involuntary, and no attempt to so anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be valid nor shall
any such benefit, interest, or payment be in any way liable for or subject to
the debts, contracts, liabilities, engagements or torts of the person entitled
to such benefit, interest, or payment or be subject to attachment, garnishment,
levy, execution or other legal or equitable process.

          8.3       Doubt as to Right to Payment. In the event that at any time
any doubt exists as to the right of any person to any payment hereunder or the
amount or time of such payment (including, without limitation, any case of doubt
as to identity, or any case in which any notice has been received from any other
person claiming any interest in amounts payable hereunder, or any case in which
a claim from other persons may exist by reason of community property or similar
laws), the Committee shall be entitled, in its discretion, to direct the Trustee
to hold such sum as a segregated amount in trust until such right or amount or
time is determined


                                     - 48 -



or until order of a court of competent jurisdiction, or to pay such sum into
court in accordance with appropriate rules of law in such case then provided, or
to make payment only upon receipt of a bond or similar indemnification (in such
amount and in such form as is satisfactory to such Committee).

          8.4       Incapacity. If any benefits hereunder are due to a legally
incompetent person, the Committee may, in its sole discretion, direct that any
distribution due him/her be made (a) directly to him/her, or (b) to his/her duly
appointed legal representative, and any distribution so made shall be a complete
discharge of the liabilities of the Plan therefor.

          8.5       Time of Payment.

                    8.5.1     Subject to Sections 8.5.2, 8.5.3 and 8.5.4,
payment to a Participant under this Article VIII shall be made or commenced not
later than the 60th day after the close of the Plan Year in which occurs the
later of his/her most recent Termination of Employment or his/her Normal
Retirement Date.

                    8.5.2     (a) With respect to a Participant who attained age
70-1/2 prior to January 1, 1988 and was a 5-percent owner for any part of any
Plan Year during or after which such Participant attained age 66-1/2,
distribution of benefits to such a Participant shall commence no later than the
April 1 following the later of the calendar year in which such Participant
attained age 70-1/2 or became a 5-percent owner, even if such Participant is
still employed.

                              (b) For Plan Years beginning prior to January 1,
1998, with respect to a Participant who attained age 70-1/2 on or after January
1, 1988 and prior to January 1, 1997, distribution of benefits to such a
Participant shall commence no later than the April 1 following the calendar year
in which such Participant attained age 70-1/2, regardless of such Participant's
ownership interest. Effective January 1, 1998, such a Participant who was not a
five percent (5%) owner with respect to the Plan Year ending with or within the
calendar year in which such Participant attained age 70-1/2 may elect to
continue distribution of his/her benefits or to suspend such distributions until
the April 1 following any calendar year until the Participant retires, pursuant
to procedures established by the Committee.

                              (c) With respect to a Participant who attained age
70-1/2 on or after January 1, 1997 and was a five percent (5%) owner with
respect to the Plan Year ending with or within the calendar year in which such
Participant attained age 70-1/2, distribution of


                                     - 49 -



benefits under the Plan shall commence no later than the April 1 following the
calendar year in which such Participant attained age 70-1/2.

                              (d) A Participant who (i) attains age 70-1/2 on or
after January 1, 1997 and prior to January 1, 1999, (ii) had an Account under
the Plan at any time between such dates, and (iii) was not a five percent (5%)
owner with respect to the Plan Year ending with or within the calendar year in
which such Participant attained age 70-1/2, may elect, pursuant to procedures
established by the Committee, to commence distribution of his/her benefits as of
the April 1 following either of

          (1)       the calendar year in which such Participant reaches the age
of 70-1/2 or

          (2)       any calendar year until the Participant retires.

                              (e) A Participant who has attained age 70-1/2 and
is not described in Sections 8.5.2(a) - 8.5.2(d), shall be subject to Section
8.5.1 of this Plan but not to the foregoing provisions of this Section 8.5.2.

For purposes of this Section 8.5.2, the term "five percent (5%) owner" has the
meaning given in Section 15.1.2(c). Where initial distribution is required or
elected to be made by April 1 of the year following the calendar year in which a
Participant, actively employed, attains age 70-1/2, the Participant may elect to
receive either the entire balance of his/her Accounts as of the December 31
prior to the year the Participant attained age 70-1/2 or the minimum amount
determined under section 401(a)(9) of the Code and the regulations thereunder.
For each subsequent distribution, the Participant may elect to receive either
the entire balance of his/her Accounts as of the preceding December 31 or the
minimum amount determined under section 401(a)(9) of the Code and the
regulations thereunder. In no case shall any distribution exceed the balance of
the Participant's Accounts as of the date of distribution. Such elections shall
be made at such time and in such manner as the Committee shall prescribe.
Notwithstanding any provision of the Plan to the contrary, the Plan will apply
the minimum distribution requirements of section 401(a)(9) of the Code for the
calendar years 2001 and 2002, in accordance with the regulations under section
401(a)(9) that were proposed on January 17, 2001, and thereafter in accordance
with the final and temporary regulations published on April 17, 2002.


                                     - 50 -



                    8.5.3     Any Employer contribution made subsequent to the
distribution of a Participant's benefits (and any forfeitures in lieu thereof)
allocable to such Participant's Accounts shall be paid to the Participant as
soon as practicable after the date of such contribution.

                    8.5.4     Notwithstanding any provisions of this Plan to the
contrary, in the event that the amount of a payment required to commence on the
date otherwise determined under this Plan cannot be ascertained by such date, or
if it is not possible to make such payment on such date because the Committee
has been unable to locate the Participant (or, in the case of a deceased
Participant, his/her Beneficiary) after making reasonable efforts to do so, a
payment retroactive to such date may be made no later than 60 days after the
earliest date on which the amount of such payment can be ascertained under this
Plan or the date on which the Participant (or Beneficiary) is located, whichever
is applicable.

                    8.5.5     Notices required for distributions under this
Article VIII pursuant to section 402(f) of the Code and Treas. Reg. section
1.411(a)-11(c) shall be given to the Participant no less than thirty (30) days
and no more than ninety (90) days prior to the date of distribution; provided,
however, that such distribution may be made less than thirty (30) days after
such notice is given, if (a) the Plan Administrator clearly informs the
Participant that the Participant has a right to a period of at least thirty (30)
days after receiving the notice to consider the decision of whether or not to
elect a distribution (and, if applicable, a particular distribution option), and
(b) the Participant, after receiving the notice, affirmatively elects a
distribution.

          8.6       Payments to Minors. If at any time a person entitled to
receive any payment hereunder is a minor, such payment may, in the sole
discretion of the Committee, be made for the benefit of such minor to his/her
parent, guardian or the person with whom he/she resides, or to the minor
himself/herself, and the release of any such parent, guardian, person or minor
shall be a valid and complete discharge for such payment.

          8.7       Identity of Proper Payee. The determination of the Committee
as to the identity of the proper payee of any payment and the amount properly
payable shall be conclusive, and payment in accordance with such determination
shall constitute a complete discharge of all obligations on account thereof.

          8.8       Inability to Locate Payee. Notwithstanding any other
provision of the Plan, in the event that the Committee cannot locate any person
to whom a payment is due under


                                     - 51 -



this Plan, the benefit in respect of which such payment is to be made shall be
forfeited at such time as the Committee shall determine in its sole discretion
(but in all events prior to the time such benefit would otherwise escheat under
any applicable law); provided, that such benefit shall be reinstated if such
person subsequently makes a valid claim for such benefit prior to termination of
the Plan.

          8.9       Estoppel of Participants and Their Beneficiaries. The
Employers, Committee and Trustee may rely upon any certificate, statement or
other representation made to them by any employee, Participant, spouse or other
beneficiary with respect to age, length of service, leave of absence, date of
cessation of employment, marital status, or other fact required to be determined
under any of the provisions of this Plan, and shall not be liable on account of
the payment of any moneys or the doing of any act in reliance upon any such
certificate, statement or other representation. Any such certificate, statement
or other representation made by an employee or Participant shall be conclusively
binding upon such employee or Participant and his/her spouse or other
beneficiary, and such employee, Participant, spouse or beneficiary shall
thereafter and forever be estopped from disputing the truth and correctness of
such certificate, statement or other representation. Any such certificate,
statement or other representation made by a Participant's spouse or other
beneficiary shall be conclusively binding upon such spouse or beneficiary, and
such spouse or beneficiary shall thereafter and forever be estopped from
disputing the truth and correctness of such certificate, statement or other
representation.

          8.10      Qualified Domestic Relations Orders.

                    8.10.1    Definition. For purposes of this Section 8.10,
"Qualified Domestic Relations Order" means any judgment, decree or order
(including approval of a property settlement) made pursuant to a state domestic
relations law (including a community property law) which relates to the
provision of child support, alimony payments or marital property to a spouse,
former spouse, child or other dependent of a Participant and which creates or
recognizes the existence of a right of such spouse, former spouse, child or
other dependent to receive all or a portion of the benefits payable with respect
to a Participant under the Plan. A Qualified Domestic Relations Order must
clearly specify the amount or percentage of the Participant's benefits to be
paid to such recipient by the Plan (or the manner in which such amount or
percentage is to be determined). A Qualified Domestic Relations Order (a) may
not


                                     - 52 -



require the Plan (i) to provide any form or type of benefits or any option not
otherwise provided under the Plan, (ii) to pay benefits to a recipient under
such order which are required to be paid to another recipient under another such
order previously filed with the Plan, or (iii) to provide increased benefits
(determined on the basis of actuarial equivalents), but (b) may require payment
of benefits to the recipient under the order (i) at any time after the date of
the order (ii) as if the Participant had retired on the date on which such
payment is to begin under such order (taking into account only the present
benefits in which the Participant is then vested) and (iii) in any form in which
such benefits may be paid to the Participant.

                    8.10.2    Distributions. The Committee shall recognize and
honor any judgment, decree or order entered on or after January 1, 1985 under a
state domestic relations law which the Committee determines to be a Qualified
Domestic Relations Order in accordance with such reasonable procedures to
determine such status as the Committee shall establish. Without limitation of
the foregoing, the Committee shall notify a Participant and the person entitled
to benefits under a judgment, decree or order which purports to be a Qualified
Domestic Relations Order of (a) the receipt thereof, (b) the Plan's procedures
for determining whether such judgment, decree or order is a Qualified Domestic
Relations Order and (c) any determination made with respect to such status.
During any period during which the Committee is determining whether any
judgment, decree or order is a Qualified Domestic Relations Order, any amount
which would have been payable to any person pursuant to such order shall be
separately accounted for (and adjusted to reflect its appropriate share of the
"investment adjustment" as of each Valuation Date pursuant to Article IV)
pending payment to the proper recipient thereof, and the Committee may restrict
the availability or amount of any withdrawal under Section 7.2 or distribution
under Section 8.1 if such withdrawal or distribution may prevent the Plan from
giving full effect to such an order, as determined in the sole discretion of the
Committee. Any such amount, as so adjusted, shall be paid to the person entitled
to such payment under any such judgment, decree or order if the Committee
determines such judgment, decree or order to be a Qualified Domestic Relations
Order within 18 full calendar months commencing with the date on which the first
payment would be required to be made under such judgment, decree or order. If
the Committee is unable to make such a determination within such time period,
payment under the Plan shall be as if such judgment, decree or order did not
exist and any such determination made after such time period shall be applied
prospectively only. Distribution to a person entitled


                                     - 53 -



to payment under a Qualified Domestic Relations Order shall be made on a pro
rata basis from the Participant's Accounts in such manner as the Committee shall
direct.

          8.11      Benefits Payable Only from Trust Fund. All benefits payable
under this Plan shall be paid or provided for solely from the Trust Fund, and
neither any Employer nor its shareholders, directors, employees or any member of
the Committee shall have any liability or responsibility therefor. Except as
otherwise provided by law, no Employer assumes any obligations under this Plan
except those specifically stated in the Plan.

          8.12      Restrictions on Distribution. The restrictions on
distributions prior to a Participant's separation from service previously were
set forth in Section 8.12 have been repealed effective for distributions on or
after January 1, 2002.

          8.13      Direct Rollover of Eligible Rollover Distributions. This
Section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Section, a distributee may elect, at
the time and in the manner prescribed by the plan administrator, to have any
portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.

                    8.13.1    Definitions.

                    (a)       Eligible rollover distribution. An eligible
rollover distribution is any distribution of all or any portion of the balance
to the credit of the distributee, except that an eligible rollover distribution
does not include: any distribution that is one of a series of substantially
equal periodic payments (not less frequently than annually) made for the life
(or life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under section 401(a)(9) of the Code; any
distribution during the period through December 31, 2001 that is not includible
in gross income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities); any hardship withdrawal from
the Elective Contributions Account between January 1, 1999 and December 31,
2002, and thereafter, any hardship withdrawal under Section 7.2.

                    (b)       Eligible retirement plan. An eligible retirement
plan is any of the following that accepts a distributee's eligible rollover
distribution: an individual retirement


                                     - 54 -



account described in section 408(a) of the Code, an individual retirement
annuity described in section 408(b) of the Code, an annuity plan described in
section 403(a) of the Code, another employer's qualified trust described in
section 401(a) of the Code, and, effective January 1, 2002, an annuity contract
described in section 403(b) of the Code or 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. However, with respect to the portion of a distribution that is
not includible in gross income, an eligible retirement plan is only an
individual retirement account or annuity described in section 408(a) or (b) of
the Code, or a qualified defined contribution plan described in section 401(a)
or 403(a) of the Code if it agrees to separately account for amounts so
transferred, including separately accounting for that portion of a distribution
which is includible in gross income and the portion of a distribution which is
not so includible.

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

                    (d)       Direct rollover. A direct rollover is a payment by
the Plan to the eligible retirement plan specified by the distributee.

                    8.13.2    Limitations. No more than one direct rollover may
be elected by a distributee for each eligible rollover distribution. A
combination of a direct rollover and cash distribution shall be permitted only
if at least $500 is transferred by direct rollover. The Committee may determine
not to permit direct rollovers of distributions that it reasonably expects will
in the aggregate be less than $200 in the year of distribution.

                    8.13.3    Default Procedure. If a Participant (or his/her
surviving spouse, if applicable) does not make a timely election whether or not
to directly roll over his/her eligible rollover distribution within a reasonable
period permitted by the Committee for making such election, such distribution
shall be made directly to the Participant (or his/her surviving spouse, if
applicable).


                                     - 55 -



                                   ARTICLE IX

                             Beneficiary Designation

          9.1       Designation of Beneficiary. Subject to the further
provisions of this Article IX, each Participant may designate, at such time and
in such manner as the Committee shall prescribe, a Beneficiary or Beneficiaries
(who may be any one or more members of his/her family or any other persons,
executor, administrator, any trust, foundation or other entity) to receive any
benefits distributable hereunder to his/her Beneficiary after the death of the
Participant as provided herein. Such designation of a Beneficiary or
Beneficiaries shall not be effective for any purpose unless and until it has
been filed by the Participant with the Committee, provided, however, that a
designation mailed by the Participant to the Committee prior to death and
received by it after his/her death shall take effect upon such receipt, but
prospectively only and without prejudice to any payor or payee on account of any
payments made before receipt by the Committee.

          9.2       Spouse as Presumptive Beneficiary. Notwithstanding Section
9.1, a Participant's sole Beneficiary shall be his/her surviving spouse, if the
Participant has a surviving spouse, unless the Participant has designated
another Beneficiary with the written consent of such spouse (in which consent
such Beneficiary is specified by name or class, and the effect of such consent
is acknowledged) witnessed by a notary public or authorized Plan representative.
Any such consent shall be irrevocable. The Committee may, in its sole
discretion, waive the requirement of spousal consent if they are satisfied that
the spouse cannot be located, or if the Participant can show by court order that
he/she has been abandoned by the spouse within the meaning of local law, or if
otherwise permitted under applicable regulations.

          9.3       Change of Beneficiary. A Participant may, from time to time
in such manner as the Committee shall prescribe, change his/her designated
Beneficiary or Beneficiaries, but any such designation which has the effect of
naming a person other than the surviving spouse as sole Beneficiary is subject
to the spousal consent requirement of Section 9.2.

          9.4       Failure to Designate. If a Participant has failed
effectively to designate a Beneficiary to receive the Participant's death
benefits, or a Beneficiary previously designated has predeceased the Participant
and no alternative designation has become effective, the duly appointed and
currently acting personal representative of the Participant's estate (which
shall include either the Participant's probate estate or living trust) shall be
the Beneficiary. In any


                                     - 56 -



case where there is no such personal representative of the Participant's estate
duly appointed and acting in that capacity within 90 days after the
Participant's death (or such extended period as the Committee determines is
reasonably necessary to allow such personal representative to be appointed, but
not to exceed 180 days after the Participant's death), then Beneficiary or
Beneficiaries shall mean the person or persons who can verify by affidavit or
court order to the satisfaction of the Committee that they are legally entitled
to receive the benefits specified hereunder.

          9.5       Proof of Death. The Committee may, as a condition precedent
to making payment to any Beneficiary, require that a death certificate, burial
certificate or other evidence of death acceptable to it be furnished.

          9.6       Discharge of Liability. If distribution in respect of a
Participant's Accounts is made to a person reasonably believed by the Committee
or its delegate (taking into account any document purporting to be a valid
consent of the Participant's spouse, or any representation by the Participant
that he/she is not married) to properly qualify as the Participant's Beneficiary
under the foregoing provisions of this Article IX, the Plan shall have no
further liability with respect to such Accounts (or the portion thereof
distributed).


                                     - 57 -



                                    ARTICLE X

                                   Trust Fund

          10.1      Trust Agreement. By adopting the Plan, each Employer shall
automatically become party to the Trust Agreement between the Company and the
Trustee under which the Trustee shall receive the contributions made by the
Employers under the Plan and shall hold, invest and distribute the Trust Fund in
accordance with the terms and provisions of the Trust Agreement. Any and all
rights or benefits which may accrue to any person under the Plan shall be
subject to all the terms and provisions of the Trust Agreement. In the event
that the Trustee shall be a bank or similar financial institution supervised by
the United States or a State, the Committee, in its discretion, may authorize
the Trustee to invest all or a part of the Plan's assets in deposits which bear
a reasonable interest rate in such bank or financial institution.

          10.2      No Diversion of Trust Fund. The Trust Fund shall in no event
(within the taxable year or thereafter) be used for or diverted to purposes
other than for the exclusive benefit of Participants and their Beneficiaries
(including the payment of the expenses of the administration of the Plan and of
the Trust Fund), except that at the Committee's request:

                    (a)       A contribution that is made by an Employer by a
mistake of fact may be returned to such Employer within one year after the
payment of the contribution;

                    (b)       A contribution that is conditioned upon its
deductibility under section 404 of the Code pursuant to Section 3.9 may be
returned to the contributing Employer, to the extent that the contribution is
disallowed as a deduction, within one year after such disallowance; and

                    (c)       A contribution that is conditioned on initial
qualification of the Plan under section 401(a) of the Code pursuant to Section
3.10 may, if the Plan does not so qualify, be returned (together with any
earnings thereon) to the contributing Employer within one year after the date of
denial of qualification of the Plan.

          10.3      Duration of Trust. The Trust shall continue for such time as
may be necessary to accomplish the purposes for which it is created.

          10.4      Company as Agent. The Company is hereby authorized to act as
agent for all other Employers in dealings with the Trustee under the Plan.


                                     - 58 -



                                   ARTICLE XI

                                 Administration

          11.1      Administrative Committee. There is hereby created an
Administrative Committee (the "Committee") which shall consist of not less than
three (3) members to be appointed by and serve at the pleasure of the Board of
Directors. The Board of Directors may, at any time, fill vacancies or require
the resignation of one or more of the members of the Committee with or without
cause. In the event that a vacancy or vacancies shall occur on the Committee,
the remaining member or members shall act as the Committee until the Board of
Directors fills such vacancy or vacancies. No person shall be ineligible to be a
member of the Committee because he/she is, was or may become entitled to
benefits under the Plan or because he/she is a director and/or officer of an
Employer or Affiliate or a Trustee; provided, that no Participant shall
participate in any determination by the Committee specifically relating to the
disposition of his/her own Account.

          11.2      Limitation of Liability; Indemnity.

                    11.2.1    Except as otherwise provided by law, no person who
is a member of the Committee, or any employee, director or officer of any
Employer or Affiliate, shall incur any liability whatsoever on account of any
matter connected with or related to the Plan or the administration of the Plan,
unless such person shall have acted in bad faith or been guilty of willful
misconduct in respect of his/her duties, actions or omissions in respect of the
Plan.

                    11.2.2    Each Company shall indemnify and save harmless
each member of the Committee, and each employee, director or officer of such
Company or of any of its subsidiaries, from and against any and all loss,
liability, claim, damage, cost and expense which may arise by reason of, or be
based upon, any matter connected with or related to the Plan or the
administration of the Plan (including, but not limited to, any and all expenses
whatsoever reasonably incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or in settlement of any such claim
whatsoever), unless such person shall have acted in bad faith or been guilty of
willful misconduct in respect of his/her duties, actions or omissions in respect
of the Plan.

          11.3      Compensation and Expenses. The members of the Committee
shall serve without compensation for their services as such members. All
expenses reasonably incurred by


                                     - 59 -



the Committee shall be treated as an expense of the Trust Fund unless paid by
the Company and/or the other Employers. The members of the Committee shall serve
without bond unless the Company or the provisions of any applicable laws shall
require otherwise, in which event the Employers shall pay the premium thereon.

          11.4      Voting, Chairmen, Subcommittees.

                    11.4.1    If there are less than three members of the
Committee at any time, the Committee may do any act which the Plan authorizes or
requires the Committee to do only upon the unanimous consent of the members of
the Committee. If there are three or more members of the Committee at any time,
a majority of the members of the Committee at the time in office may do any act
which the Plan authorizes or requires the Committee to do. The action of such
majority of the members expressed from time to time by a vote at a meeting, or
in writing without a meeting, or by telephone communication without a meeting,
shall constitute the action of the Committee and shall have the same effect for
all purposes as if assented to by all members at the time in office. Where
action is taken by members of the Committee by telephone communication, such
action shall be confirmed in writing by such members as soon as practicable
thereafter. The Secretary of the Committee shall maintain minutes reflecting
Committee meetings and shall cause each action taken in writing without a
meeting, and each written confirmation of action taken by telephone, to be
included in the minutes of the Committee.

                    11.4.2    The members of the Committee shall elect one of
their number as Chairman and shall elect a Secretary who may, but need not be, a
member of the Committee. They may appoint from their number such subcommittees
as they shall determine.

          11.5      Payment of Benefits. The Committee shall advise the Trustee
in writing with respect to all benefits which become payable under the terms of
the Plan and shall direct the Trustee to pay such benefits to or on order of the
Committee. In the event that the Trust Fund shall be invested in whole or in
part in one or more insurance contracts, or distribution under this Plan is to
be made through the purchase of an annuity contract from an insurance company,
the Committee shall be authorized to give such instructions to any such
insurance company as may be necessary or appropriate in order to provide for the
payment of benefits in accordance with the Plan.


                                     - 60 -



          11.6      Powers and Authority; Action Conclusive. Except as otherwise
expressly provided in the Plan or in the Trust Agreement, or by the Board of
Directors:

                    11.6.1    The Committee shall be responsible for the
administration of the Plan and for making appropriate provision for the
investment and reinvestment of the Trust Fund.

                    11.6.2    The Committee shall have all powers and discretion
necessary or helpful for the carrying out of its responsibilities, and the
decisions or action of the Committee in good faith in respect of any matter
hereunder shall be conclusive and binding upon all parties concerned.

                    11.6.3    The Committee may delegate to one or more of its
members or any other person the right to act on its behalf in all matters
connected with the administration of the Plan. In the absence of any other
delegation, the Committee shall be deemed to have delegated to the Company's
Human Resources Department responsibility for those aspects of the Plan's
administration that are performed by the Human Resources Department.

                    11.6.4    Without limiting the generality of the foregoing,
the Committee shall have the power and complete discretion to:

                              11.6.4.1 To determine all questions arising out of
or in connection with the provisions of the Plan or its administration,
including, without limitation, the power and discretion to resolve ambiguities,
to determine relevant facts, to rectify errors, and to supply omissions;

                              11.6.4.2 Make rules and regulations for the
administration of the Plan which are not inconsistent with the terms and
provisions of the Plan, and fix the annual accounting period of the trust
established under the Trust Agreement as required for tax purposes;

                              11.6.4.3 Construe all terms, provisions,
conditions and limitations of the Plan;

                              11.6.4.4 Determine all questions relating to (i)
the eligibility of persons to receive benefits hereunder, (ii) the years of
Service and Compensation of a


                                     - 61 -



Participant, and (iii) all other matters upon which the benefits or other rights
of a Participant or other person shall be based hereunder;

                              11.6.4.5 Determine all questions relating to the
administration of the Plan (i) when disputes arise between an Employer and a
Participant or his/her Beneficiary, spouse or legal representatives, and (ii)
whenever the Committee deems it advisable to determine such questions in order
to promote the uniform administration of the Plan for the benefit of all parties
concerned;

                              11.6.4.6 To direct the Trustee as to the method by
which and persons to whom Plan assets will be distributed;

                              11.6.4.7 Establish procedures for determining
whether a domestic relations order is a qualified domestic relations order
("QDRO") as defined in Section 8.10 and for complying with any such QDRO;

                              11.6.4.8 To determine the method of making
corrections necessary or advisable as a result of operating defects in order to
preserve qualification of the Plan under section 401(a) of the Code pursuant to
procedures of the Internal Revenue Service applicable in such cases (such as
those set forth in Revenue Procedure 2022-47 and corresponding successor
guidance); and

                              11.6.4.9 To compromise or settle claims against
the Plan and direct the Trustee to pay amounts required in any such settlements
or compromise.

The foregoing list of powers is not intended to be either complete or exclusive,
and the Committee shall, in addition, have such powers as it may determine to be
necessary for the performance of its duties under the Plan and the Trust
Agreement.

          11.7      Counsel and Agents. The Committee may employ such counsel
(including legal counsel, who may be counsel for any Employer or Affiliate),
accountants, investment advisors, physicians, agents and such clerical and other
services as it may require in carrying out the provisions of the Plan, and shall
charge the fees, charges and costs resulting from such employment as an expense
of the Trust Fund unless paid by an Employer. Unless otherwise provided by law,
any person so employed by the Committee may be legal or other


                                     - 62 -



counsel to an Employer, a member of the Committee or an officer or member of the
Board of Directors of an Employer or any Affiliate.

          11.8      Funding Policy. The Committee shall establish and carry out,
or cause to be established and carried out by those persons (including, without
limitation, any trustee) to whom responsibility or authority therefor has been
allocated or delegated in accordance with the Plan or the Trust Agreement, a
funding policy and method consistent with the objectives of the Plan and the
requirements of ERISA. Without limiting the generality of the foregoing, it is
recognized that Participants (and their Beneficiaries) have many differing
individual financial situations, and the funding policy of the Plan is therefore
to allow Participants and their Beneficiaries to choose, from a broad range of
diversified investment options, the Investment Fund(s) which they believe best
suit their individual objectives. In the event of the elimination of a
preexisting Investment Fund option or a merger or spin-off of assets from
another plan into this Plan, the foregoing principle shall not preclude the
adoption of mapping rules under which assets previously invested for the benefit
of the Participant or Beneficiary in one or more investment options that are no
longer available are transferred to specific Investment Funds under this Plan,
subject to the right of Participants (or Beneficiaries) to then reallocate their
accounts among Investment Funds. The Plan is intended to satisfy the
requirements of section 404(c) of ERISA with respect to investment elections by
Participants or their Beneficiaries, but (as provided in accordance with
applicable law) any failure to meet any of such requirements shall create no
adverse inference with respect to the compliance by the Plan and its fiduciaries
with such general requirements as prudence and diversification. To the extent
permitted by law, none of the Company, any Employer, the Committee, the Trustee
nor any other fiduciary of the Plan shall be liable for any loss resulting from
a Participant's (or Beneficiary's) exercise of his/her right to direct the
investment of his/her Accounts.

          11.9      Reliance on Information. The members of the Committee and
any Employer and its officers, directors and employees shall be entitled to rely
upon all tables, valuations, certificates, opinions and reports furnished by any
accountant, trustee, insurance company, counsel or other expert who shall be
engaged by an Employer or the Committee, and the members of the Committee and
any Employer and its officers, directors and employees, and if an Employer shall
be a partnership, any partner thereof, shall be fully protected in respect of


                                     - 63 -



any action taken or suffered by them in good faith in reliance thereon, and all
action so taken or suffered shall be conclusive upon all persons affected
thereby.

          11.10     Fiduciaries. The provisions of this Section 11.10 shall
apply notwithstanding any contrary provisions of the Plan or of the Trust
Agreement.

                    11.10.1   The named fiduciaries under the Plan shall be the
members of the Committee, who shall be named fiduciaries with respect to control
or management of the assets of the Plan, and who shall have authority to control
or manage the operation and administration of the Plan, except with respect to
those matters which under the Plan or the Trust Agreement are the
responsibility, or subject to the authority, of the Trustee.

                    11.10.2   The named fiduciaries under the Plan shall have
the right, which shall be exercised in accordance with the procedures set forth
in Section 11.4.1 and/or in the Trust Agreement for action by the Committee, to
allocate responsibilities, fiduciary or otherwise, among named fiduciaries, and
the named fiduciaries (or any of them to whom such right shall be allocated)
shall have the right to designate persons other than named fiduciaries to carry
out responsibilities, fiduciary or otherwise, under the Plan.

                    11.10.3   Any person or group of persons may serve in more
than one fiduciary capacity with respect to the Plan.

                    11.10.4   Any named fiduciary under the Plan, and any
fiduciary designated by a named fiduciary pursuant to Section 11.10.2 to whom
such power is granted by a named fiduciary under the Plan, may employ one or
more persons to render advice with regard to any responsibility such fiduciary
has under the Plan.

                    11.10.5   The members of the Committee, or any of them to
whom such right shall be allocated, may appoint an investment manager or
managers, as defined in ERISA, to manage (including the power to acquire, invest
and dispose of) any assets of the Plan.

                    11.10.6   Except to the extent otherwise provided by law, if
any duty or responsibility of a named fiduciary has been allocated or delegated
to any other person in accordance with any provision of this Plan or of the
Trust Agreement, then such named fiduciary shall not be liable for an act or
omission of such person in carrying out such duty or responsibility.

          11.11     Plan Administrator. The Committee shall be the administrator
of the Plan, as defined in section 3(16)(A) of ERISA.


                                     - 64 -



          11.12     Scope of Fiduciary Responsibility. This Plan is intended to
allocate to each fiduciary the individual responsibility for the prudent
execution of the functions assigned to him/her, and none of such
responsibilities or any other responsibility shall be shared by two or more of
such fiduciaries unless such sharing is provided by a specific provision of the
Plan.


                                     - 65 -



                                   ARTICLE XII

                     Right of Company to Amend and Terminate

          12.1      Amendment. Except as herein limited, the Company shall have
the right to amend the Plan by resolution of the Board of Directors or the
Committee (acting in its capacity as management and delegee of the Board of
Directors, and not in the capacity of Plan fiduciaries) to any extent that it
may deem advisable, and all Employers and Participants shall be bound thereby.
Where deemed necessary or advisable in order to ensure compliance with
applicable law (including administrative interpretations thereof), amendments
may be put into effect in practice and in communications to Participants prior
to the time that they are embodied in formal amendments to the Plan document. No
amendment shall (a) have the effect of vesting in any Employer any interest in
any property of the Trust Fund; (b) have any retroactive effect so as to deprive
any Participant or Beneficiary of any amount theretofore credited to his/her
Accounts, except as provided in Section 12.2 or as otherwise permitted by law;
or (c) adversely affect the qualification of the Plan under section 401(a) of
the Code.

          12.2      Amendments Required for Qualification. All provisions of
this Plan, and all benefits and rights granted hereunder, are subject to any
amendments, modifications or alterations which are necessary from time to time
to qualify the Plan under section 401(a) of the Code, to continue the Plan as so
qualified, or to comply with any other provision of law. Accordingly,
notwithstanding Section 12.1 or any other provision of this Plan, the Company
may by written action of any member of the Committee who is an officer of the
Company amend, modify or alter the Plan, with or without retroactive effect, in
any respect or manner necessary to qualify the Plan under section 401(a) of the
Code, to continue the Plan as so qualified, to assure that amounts held in
Participants' Accounts are not taxable to them prior to actual receipt, or to
comply with any other provision of applicable law.

          12.3      Right to Terminate. The Plan may be terminated at any time
by resolution of the Board of Directors, provided that no such action shall
permit any part of the corpus or income of the Trust Fund to be used for or
diverted to purposes other than for the exclusive benefit of the Participants
and their Beneficiaries under the Plan and for the payment of the administrative
costs of the Plan prior to the satisfaction of all liabilities under the Plan.

          12.4      Termination of Trust. If the Plan is terminated pursuant to
Section 12.3 and the Board of Directors determines that the Trust Fund shall be
terminated, all of the


                                     - 66 -



Participants' Accounts shall be nonforfeitable, and the current value of all
Accounts shall be distributed in the manner described in Article VIII; provided,
however, that the value of such Accounts shall be adjusted to reflect the
expenses of termination to the extent such expenses are not paid by the Company,
and further provided that if another defined contribution plan (other than an
employee stock ownership plan as defined in section 4975(e)(7) of the Code) is
established or maintained (within the meaning of section 401(k)(10)(A)(i) of the
Code) distribution shall not be made until termination of employment or prior
attainment of age 59 1/2. Until all Accounts are fully distributed, any
remaining Accounts held in the Trust Fund shall continue to be adjusted in
accordance with Article IV, and to reflect the expenses of termination.

          12.5      Continuation of Trust. If the Plan is terminated by the
Board of Directors but the Board of Directors determines that the Trust Fund
shall be continued pursuant to its terms and the provisions of this Section
12.5, no further contributions shall be made, the Participants' Accounts shall
be nonforfeitable, and the Trust Fund shall be administered as though the Plan
were otherwise in full force and effect. If the Trust Fund is subsequently
terminated, the provisions of Section 12.4 shall then apply.

          12.6      Discontinuance of Contributions. Any Employer may at any
time, by resolution of its board of directors, completely discontinue its
participation in and contributions under the Plan. Unless otherwise agreed to by
the Board of Directors, an Employer shall discontinue its participation and all
contributions and shall cease to be an Employer with respect to the Plan if it
ceases for any reason to be a member of a controlled group of trades or
businesses including the Company, within the meaning of section 414(b) or 414(c)
of the Code. If an Employer completely discontinues its contributions under the
Plan, either by resolution of its board of directors or for any other reason,
and such discontinuance is deemed a partial termination of the Plan within the
meaning of section 411(d)(3) of the Code, the amounts credited to the Accounts
of all affected Participants (other than Participants who, in connection with
the discontinuance of Employer contributions, transfer employment to an Employer
which continues to contribute under the Plan) shall be nonforfeitable.

          12.7      Plan Merger. Subject to the provisions of this Section 12.7,
the Plan may be amended to provide for the merger of the Plan with, or a
transfer of all or part of its assets to, any other qualified plan within the
meaning of section 401(a) of the Code, or applicable provisions of subsequent
law (including such a merger or transfer in lieu of a distribution which


                                     - 67 -



might otherwise be required under the Plan). In the case of any merger or
consolidation with, or transfer of assets or liabilities to, any other plan,
each Participant in this Plan shall be entitled to a benefit immediately after
the merger, consolidation, or transfer (if such other plan then terminated)
which is equal to or greater than the benefit he/she would have been entitled to
receive immediately before the merger, consolidation, or transfer (if the Plan
had then been terminated).


                                     - 68 -



                                  ARTICLE XIII

                                  Miscellaneous

          13.1      Filing with Committee. For all purposes of this Plan, the
date on which an Appropriate Form, Contribution Agreement, or any other document
is returned to or filed with the Committee shall be the date on which such
Appropriate Form, Contribution Agreement or other document is actually received
by the Committee or its designated agent.

          13.2      Separability. If any provision of this Plan is held invalid
or unenforceable, its invalidity or unenforceability shall not affect any other
provisions of the Plan and the Plan shall be construed and enforced as if such
provisions had not been included therein.

          13.3      Captions. The captions contained herein and the table of
contents prefixed hereto are inserted only as a matter of convenience and for
reference and in no way define, limit, enlarge or describe the scope or intent
of this Plan nor in any way shall affect the Plan or the construction of any
provision thereof.

          13.4      Limitation of Liability. Except as provided in Section 11.2
and except to the extent otherwise provided by law, no liability shall attach to
or be incurred by any stockholder, officer or director of any Employer or any
Affiliate, and if an Employer or Affiliate shall be a partnership, any partner
thereof, under or by reason of the terms, conditions and provisions contained in
this Plan or in the Trust Agreement, or for the acts or decisions taken or made
thereunder or in connection therewith; and as a condition precedent to his/her
participation in the Plan or the receipt of benefits thereunder, or both, such
liability, if any, is expressly waived and released by each Participant and
Beneficiary, and by any and all persons claiming under or through such persons,
such waiver and release to be conclusively evidenced by any act or participation
in or the acceptance of benefits or the making of elections under this Plan.

          13.5      Construction. The Plan is intended to constitute a qualified
plan under section 401(a) of the Code (which includes a qualified cash or
deferred arrangement within the meaning of section 401(k) of the Code) and to
comply with applicable provisions of ERISA. Accordingly, the Plan shall, at all
times, be construed and administered in a manner consistent with the
requirements of said sections 401(a) and 401(k) and of ERISA.

          13.6      Usage. Whenever applicable, the masculine gender, when used
in the Plan, shall include the feminine or neuter gender, and the singular shall
include the plural.


                                     - 69 -



          13.7      Family Members of Highly Compensated Employees. The family
aggregation rules previously effective under the Plan are repealed effective
January 1, 1997.

          13.8      Governing Law. The validity of this Plan or of any of its
provisions shall be determined under, and shall be construed and administered
according to, the laws of the State of New York (without regard to its choice of
law principles), except to the extent preempted by ERISA, or any other
applicable laws of the United States of America. No action (whether at law, in
equity or otherwise) shall be brought by or on behalf of any person for or with
respect to benefits due under this Plan unless the person bringing such action
has timely exhausted the Plan's claim review procedure. Any action (whether at
law, in equity or otherwise) must be commenced within three (3) years from the
earlier of (a) the date a final determination denying such benefit, in whole or
in part, is issued under the Plan's claim review procedure and (b) the date such
person's cause of action first accrued.


                                     - 70 -



                                   ARTICLE XIV

        Limitation on Maximum Contributions and Benefits Under all Plans

          14.1      Definitions.

                    14.1.1    Annual Addition. For purposes of this Article XIV,
"Annual Addition" means the sum for any year of (a) employer contributions and
forfeitures allocable to a Participant under all plans (or portions thereof)
maintained by an Employer or an Affiliate subject to section 415(c) of the Code,
(b) the Participant's employee contributions under all such plans (or portions
thereof), and (c) amounts described in section 419A(d)(2) of the Code (relating
to post-retirement medical benefits of key employees) or allocated to a pension
plan individual medical account described in section 415(l) of the Code, to the
extent includible for purposes of section 415(c)(2) of the Code. A Participant's
employee contributions described in clause (b) shall be determined without
regard to (i) any rollover contributions, (ii) any repayments of loans, or (iii)
any prior distributions repaid upon the exercise of buy-back rights. Employer
and employee contributions taken into account as Annual Additions shall include
"excess contributions" as defined in section 401(k)(8)(B) of the Code, "excess
aggregate contributions" as defined in section 401(m)(6)(B) of the Code, and
"excess deferrals" as described in section 402(g) of the Code (to the extent
such "excess deferrals" are not distributed to the Participant before the end of
the taxable year of the Participant in which such deferrals were made),
regardless of whether such amounts are distributed or forfeited.

                    14.1.2    Earnings. "Earnings" for any year means Total
Compensation actually paid or made available by all Employers and Affiliates,
but, for Limitation Years (as defined in Section 14.5) beginning before January
1, 1998, determined after giving effect to any Contribution Agreement under this
Plan (or any other cash or deferred arrangement described in section 401(k) of
the Code) or any salary reduction arrangement under any cafeteria plan (within
the meaning of section 125 of the Code).

          14.2      Limitation on Annual Additions. Except to the extent
permitted under Section 3.2.8 hereof and section 414(v) of the Code, the
aggregate Annual Additions to this Plan and all other plans maintained by all
Employers and Affiliates for any year shall not exceed the lesser of (a) $40,000
($30,000 through December 31, 2001), as adjusted pursuant to section 415(d) of
the Code, or (b) one hundred percent (100%) (25% through December 31, 2001) of
the Participant's Earnings for such year.


                                     - 71 -



          14.3      Application. If the allocations to a Participant's Account
otherwise required under this Plan for any Plan Year would cause the limitations
of Section 14.2 to be exceeded for that Plan Year, contributions otherwise
required with respect to such Participant under Article III shall be reduced to
the extent necessary to comply with the limitations of Section 14.2. If such
reduction is not effected in time to prevent such allocations for any Limitation
Year (as defined in Section 14.5) from exceeding the limitations of Section
14.2, effective August 15, 1991, any reduction in Elective Contributions shall
be effected by distributing such excess Elective Contributions to the affected
Participant. Any such distribution of excess Elective Contributions, and the
corrective measures with respect to Matching Contributions and other excess
contributions set forth below, shall be limited to the extent such excess Annual
Additions result from contributions based on estimated annual compensation, the
allocation of forfeitures, or a reasonable error in determining the amount of
elective deferrals (within the meaning of Code section 402(g)(3)) that are
permitted. Matching Contributions related to distributed excess Elective
Contributions and any other excess contributions shall be used to reduce
contributions for such Participant in the next Limitation Year and each
succeeding Limitation Year if necessary; provided, that if the Participant is
not covered by the Plan at the end of the current Limitation Year, the portion
exceeding the limitation set forth in Section 14.2 shall be held unallocated in
a suspense account for such Limitation Year and shall be allocated and
reallocated to the Accounts of all Participants in the next Limitation Year
before any other Annual Additions (as defined in Section 14.1.1) are allocated
to the Accounts of such Participants. The suspense account will reduce future
contributions for all remaining Participants in the next Limitation Year, and
each succeeding Limitation Year if necessary. If a suspense account is in
existence at any time during the Limitation Year pursuant to this Section 14.3,
it will participate in the allocation of the Trust Fund's investment gains and
losses. In the event of a termination of the Plan, unallocated amounts held in
such suspense account shall be allocated to the extent possible under this
Article XIV for the Limitation Year of termination. Any amount remaining in such
suspense account upon termination of the Plan shall then be returned to the
Employer, notwithstanding any other provision of the Plan or Trust Agreement.

          14.4      Coverage by Defined Benefit Plan. For Limitation Years
beginning before January 1, 2000, if a Participant has at any time been covered
by a defined benefit plan


                                     - 72 -



maintained by an Employer or an Affiliate, his/her benefits under this plan
shall be further limited as required by section 415(e) of the Code.

          14.5      Limitation Year. The Limitation Year under this Article XIV
shall be the Plan Year.

          14.6      Ordering Rule for Reduction of Allocations. If the
allocations to a Participant's Accounts for any Limitation Year exceed the
limitations of this Article XIV for that year, contributions (and forfeitures in
lieu thereof) under Article III shall be reduced to the extent necessary in
order to comply with the limitation of this Article XIV with such reductions
made first to Elective Contributions which do not relate to Matching
Contributions, second to the Participant's remaining Elective Contributions and
the Matching Contributions relating thereto, and third to Profit-Sharing
Contributions.


                                     - 73 -



                                   ARTICLE XV

                             "Top-Heavy" Provisions

          The provisions of Sections 15.1 and 15.2 shall apply with respect to
Plan Years through December 31, 2001. Sections 15.3 and 15.4 shall apply for
purposes of determining whether the Plan is a top-heavy plan under section
416(g) of the Code for Plan Years beginning on or after January 1, 2002, and
whether the Plan satisfies the minimum benefits requirements of section 416(c)
of the Code for such years. Sections 15.3 and 15.4 amend Sections 15.1 and 15.2
of the Plan to the extent they are inconsistent.

          15.1      Determination of "Top-Heavy" Status.

                    15.1.1    Applicable Plans. For purposes of this Article XV,
"Applicable Plans" shall include (a) each plan of an Employer or an Affiliate in
which a Key Employee (as defined in Section 15.1.2 below for this Plan, and as
defined in section 416(i) of the Code for each other Applicable Plan)
participates during the five (5)-year period ending on such plan's
"determination date" (as described in Section 15.1.4 below) and (b) each other
plan of an Employer or an Affiliate which, during such period, enables any plan
in clause (a) of this sentence to meet the requirements of section 401(a)(4) or
410 of the Code. Any plan not required to be included under the preceding
sentence may also be included, at the option of the Company, provided that the
requirements of sections 401(a)(4) and 410 of the Code continue to be satisfied
for the group of Applicable Plans after such inclusion. Applicable Plans shall
include terminated plans, frozen plans and, to the extent that benefits are
provided with respect to service with an Employer or an Affiliate, multiemployer
plans (described in section 414(f) of the Code) and multiple employer plans
(described in section 413(c) of the Code) to which an Employer or an Affiliate
makes contributions.

                    15.1.2    Key Employee. For purposes of this Article XV,
"Key Employee" for any Plan Year shall mean an employee (including a former
employee whether or not deceased) of an Employer or an Affiliate who, at any
time during a given Plan Year or any of the four (4) preceding Plan Years, is
one or more of the following.

                    (a)       An officer of an Employer or an Affiliate having
Top-Heavy Compensation of more than fifty percent (50%) of the dollar amount in
effect under section 415(b)(1)(A) of the Code for any such Plan Year; provided,
that the number of employees treated as officers shall be no more than fifty
(50) or, if fewer, the greater of three (3) employees or ten


                                     - 74 -



percent (10%) of the employees (exclusive of employees described in section
414(q)(5) of the Code).

                    (b)       One of the ten (10) employees (i) having Top-Heavy
Compensation of more than the dollar limit under Section 14.2, and (ii) owning
or considered as owning within the meaning of section 416(i) of the Code) the
largest percentage interests in value of an Employer or an Affiliate, provided
that such percentage interest exceeds one-half percent (.5%) in value. If two
employees have the same interest in the Employer or an Affiliate, the employee
having the greater Total Compensation shall be treated as having a larger
interest.

                    (c)       A person owning (or considered as owning, within
the meaning of section 416(i) of the Code) more than five percent (5%) of the
outstanding stock of an Employer or an Affiliate, or stock possessing more than
five percent (5%) of the total combined voting power of all stock of the
Employer or an Affiliate (or having more than five percent (5%) of the capital
or profits interest in any Employer or an Affiliate that is not a corporation,
determined under similar principles).

                    (d)       A one percent (1%) owner of an Employer or an
Affiliate having Top-Heavy Compensation of more than one hundred fifty thousand
dollars ($150,000). "One percent (1%) owner" means any person who would be
described in paragraph (c) of Section 15.1.2 if "one percent (1%)" were
substituted for "five percent (5%)" in each place where it appears in paragraph
(c).

                    For purposes of this Section 15.1.2, "Top-Heavy
Compensation" means "compensation" as that term is defined in section 414(q)(4)
of the Code.

                    15.1.3    Top Heavy Condition. In any Plan Year for which
the sum, for all Key Employees (as defined in Section 15.1.2 above for this Plan
and as defined in section 416(i) of the Code for each other Applicable Plan), of
the present value of the cumulative accrued benefits under all Applicable Plans
which are defined benefit plans (determined based on the actuarial assumptions
set forth in the "top-heavy" provisions of such plans) and the aggregate of
their accounts under all Applicable Plans which are defined contribution plans,
exceeds sixty percent (60%) of a similar sum determined for all participants in
such plans (but excluding participants who are former Key Employees), the Plan
shall be deemed "Top-Heavy."

                    15.1.4    Determination Date. The determination as to
whether this Plan is "Top-Heavy" for a given Plan Year shall be made on the last
day of the preceding Plan Year (the


                                     - 75 -



"Determination Date"); and other plans shall be included in determining whether
this Plan is "Top-Heavy" based on the determination date as defined in section
416(g)(4)(C) of the Code for each such plan which occurs in the same calendar
year as such Determination Date for this Plan.

                    15.1.5    Valuation. The value of account balances and the
present value of accrued benefits for each Applicable Plan will be determined,
subject to section 416 of the Code and the regulations thereunder, as of the
most recent valuation date that falls within or ends with the 12-month period
ending on the applicable determination date for such plan.

                    15.1.6    Distribution within Five Years. Subject to Section
15.1.7 below, distributions from the Plan or any other Applicable Plan during
the five (5)-year period ending on the applicable Determination Date shall be
taken into account in determining whether the Plan is "Top-Heavy."

                    15.1.7    No Services within Five Years. Benefits and
distributions shall not be taken into account with respect to any individual who
has not rendered any services to any Employer or Affiliate at any time during
the five (5)-year period ending on the applicable Determination Date.

                    15.1.8    Compliance with Code Section 416. The calculation
of the "top-heavy" ratio, and the extent to which distributions, rollovers, and
transfers are taken into account will be made in accordance with Code section
416 and the regulations thereunder.

                    15.1.9    Deductible Employee Contributions. Deductible
employee contributions will not be taken into account for purposes of computing
the "top-heavy" ratio.

                    15.1.10   Beneficiaries. The terms "Key Employee" and
"Participant" include their Beneficiaries.

                    15.1.11   Accrued Benefit Under Defined Benefit Plans.
Effective January 1, 1987, solely for purposes of determining whether this Plan
or any other Applicable Plan is "Top-Heavy" for a given Plan Year, the accrued
benefit under any defined benefit plan of a Participant other than a Key
Employee shall be determined under (a) the method, if any, that uniformly
applies for accrual purposes under all defined benefit plans maintained by the
Employer or an Affiliate, or (b) if there is no such method, as if such benefit
accrued not more rapidly than at the slowest accrual rate permitted under the
fractional accrual rule of section 411(b)(1)(C) of the Code.


                                     - 76 -



          15.2      Provisions Applicable in "Top-Heavy" Years. For any Plan
Year in which the Plan is deemed to be "Top-Heavy," the following provisions
shall apply to any Participant who has not terminated employment before such
Plan Year:

                    15.2.1    Required Allocation. The amount of Employer
contributions and forfeitures which shall be allocated to the Account of any
Participant who (a) is employed by an Employer or an Affiliate on the last day
of the Plan Year and (b) is not a Key Employee shall be (i) at least three
percent (3%) of such Participant's Total Compensation for such Plan Year, or,
(ii) if less, an amount equal to such Total Compensation multiplied by the
highest allocation rate for any Key Employee. For purposes of the preceding
sentence, the allocation rate for each individual Key Employee shall be
determined by dividing the Employer contributions and forfeitures allocated to
such Key Employee's account (including elective contributions) under all
Applicable Plans considered together by his/her Total Compensation; provided,
however, that clause (ii) above shall not apply if this Plan enables a defined
benefit plan required to be aggregated with this Plan under Section 15.1.1 above
to meet the requirements of section 401(a)(4) or 410 of the Code. The minimum
allocation provisions of this Section 15.2.1 shall, to the extent necessary, be
satisfied by special Employer contributions made by the Employer for that
purpose. Notwithstanding the foregoing, the minimum allocations otherwise
required by this Section 15.2.1 shall not be required to be made for any
Participant (y) if such Participant is covered under a defined benefit plan
maintained by an Employer or an Affiliate which provides the minimum benefit
required under section 416(c)(1) of the Code, and/or (z) to the extent that the
minimum allocation otherwise required by this Section 15.2.1 is made under
another defined contribution plan maintained by an Employer or an Affiliate. In
addition, any minimum allocation required to be made for a Participant who is
not a Key Employee shall be deemed satisfied to the extent of the benefits
provided by any other qualified plan maintained by an Employer or an Affiliate.
For Plan Years beginning on or after January 1, 1989, Elective Contributions by
a non-Key Employee shall be disregarded in determining the amount of
contributions required to be allocated for his/her benefit under this Section
15.2.1. For Plan Years beginning on or after January 1, 1989, Matching
Contributions for a non-Key Employee that are taken into account to meet the
minimum allocation requirements of this Section 15.2.1 shall be disregarded in
applying the provisions of Sections 3.4 and 3.5 of the Plan.


                                     - 77 -



                    15.2.2    Multiplier. Except as otherwise provided by law,
"1.00" shall be substituted for the multiplier "1.25" required by section
415(e)(2)(B)(i) and (3)(B)(i) of the Code, as applied pursuant to Section 14.4,
unless the following conditions are met:

                    (a)       the percentage described in Section 15.1.3 above
does not exceed ninety percent (90%), and

                    (b)       "four percent (4%)" is substituted for "three
percent (3%)" in Section 15.2.1 above.

Notwithstanding any other provision of this Plan, if the sum of the combined
limitation fractions described in section 415(e)(2) and (3) of the Code, as
applied pursuant to Section 14.4, calculated by substituting "1.00" for "1.25"
in applying section 415(e)(2)(B)(i) and (3)(B)(i) of the Code, for any
Participant exceeds one hundred percent (100%) for the last Plan Year before the
Plan becomes "Top-Heavy," such fractions shall be adjusted, in accordance with
applicable regulations, so that their sum does not exceed 100% for such Plan
Year.

                    15.2.3    Vesting. Any Participant shall be vested in
his/her Profit-Sharing Contributions Account and Matching Contributions Account
on a basis at least as favorable as is provided under the following schedule:

         Years of Service                          Vested Percentage
         ----------------                          -----------------

         Less Than 2 Years                                     0%
         2 Years But Less Than 3                              20%
         3 Years But Less Than 4                              40%
         4 Years But Less Than 5                              60%
         5 Years But Less Than 6                              80%
         6 Years or More                                     100%

In any Plan Year in which the Plan is not deemed to be "top- heavy," the vested
percentage shall be no less than that which was determined as of the last day of
the last Plan Year in which the Plan was deemed to be "top-heavy." The minimum
vesting schedule set out above shall apply to all benefits within the meaning of
Code section 411(a)(7) except those attributable to employee contributions,
including benefits accrued before the effective date of this Article XV and
benefits accrued before the Plan became "top-heavy." Any vesting schedule change
caused by alterations in the Plan's "top-heavy" status shall be deemed to result
from a Plan amendment giving rise to the right of election required by Code
section 411(a)(10)(B).


                                     - 78 -



                    15.2.4    Bargaining Unit Employees. The provisions of
Sections 15.2.1 and 15.2.3 above shall not apply to any employee included in a
unit of employees covered by a collective bargaining agreement if, within the
meaning of section 416(i)(4) of the Code, retirement benefits were the subject
of good faith bargaining.

          15.3      Modified Determination of Top-Heavy Status.

                    15.3.1    Key Employee. Key Employee means any employee or
former employee (including any deceased employee) of an Employer or an Affiliate
who at any time during the Plan Year that includes the Determination Date, was
an officer of an Employer or Affiliate having annual compensation greater than
$130,000 (as adjusted under section 416(i)(1) of the Code for Plan Years
beginning on or after January 1, 2003), a five percent (5%) owner of an Employer
or Affiliate, or a one percent (1%) owner of an Employer or Affiliate having
annual compensation of more than $150,000. For this purpose, annual compensation
means compensation within the meaning of section 415(c)(3) of the Code. The
determination of who is a Key Employee will be made in accordance with section
416(i)(1) of the Code and the applicable regulations and other guidance of
general applicability issued thereunder.

                    15.3.2    Determination of Present Values And Amounts. This
Section 15.3.2 shall apply for purposes of determining the present values of
accrued benefits and the amounts of account balances of employees as of the
Determination Date.

                    (a)       Add-back of certain distributions. The present
values of accrued benefits and the amounts of account balances of an employee as
of the Determination Date shall be increased by the distributions made with
respect to the employee under the Plan and any Plan aggregated with the Plan
under section 416(g)(2) of the Code during the 1-year period ending on the
Determination Date. The preceding sentence shall also apply to distributions
under a terminated Plan which, had it not been terminated, would have been
aggregated with the Plan under section 416(g)(2)(A)(i) of the Code. In the case
of a distribution made for a reason other than separation from service, death,
or disability, this provision shall be applied by substituting a five (5) year
period for the one (1) year period.

                    (b)       Disregard of Certain Employees. The accrued
benefits and accounts of any individual who has not performed services for an
Employer or Affiliate during the one (1) year period ending on the Determination
Date shall not be taken into account.


                                     - 79 -



          15.4      Minimum Benefits.

                    15.4.1    Matching Contributions. Matching Contributions
under the Plan, and matching contributions under any other plan if the Plan
provides that the minimum contribution requirement shall be met in such plan,
shall be taken into account for purposes of satisfying the minimum contribution
requirements of section 416(c)(2) of the Code and the Plan. Matching
Contributions under the Plan that are used to satisfy the minimum contribution
requirements shall be treated as Matching Contributions for purposes of the
actual contribution percentage test and other requirements of section 401(m) of
the Code.

                    15.4.2    Contributions Under Other Plans. The minimum
benefit requirement may be met in another plan (including another plan that
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).


                                     - 80 -



                                   ARTICLE XVI

                                Leased Employees

          16.1      Definitions. For purposes of this Article XVI, the term
"Leased Employee" means any person (a) who performs or performed services for an
Employer or Affiliate (hereinafter referred to as the "Recipient") pursuant to
an agreement between the Recipient and any other person (hereinafter referred to
as the "Leasing Organization"), (b) who has performed such services for the
Recipient or for the Recipient and related persons (within the meaning of
section 144(a)(3) of the Code) on a substantially full-time basis for a period
of at least one year, and (c) effective January 1, 1997, whose services are
performed under primary direction or control by the Recipient.

          16.2      Treatment of Leased Employees. For purposes of this Plan, a
Leased Employee shall be treated as an employee of an Affiliate whose service
for the Recipient (including service during the one-year period referred to in
Section 16.1) is to be taken into account in determining compliance with the
service requirements of the Plan relating to participation and vesting. However,
such a Leased Employee shall not be entitled to share in contributions under the
Plan with respect to any service or compensation attributable to the period
during which he/she is a Leased Employee, and shall not be eligible to become a
Participant eligible to accrue benefits under the Plan unless and except to the
extent that he/she shall at some time, either before or after his/her service as
a Leased Employee, qualify as an Eligible Employee without regard to the
provisions of this Article XVI, in which event, status as a Leased Employee
shall be determined without regard to clause (b) of Section 16.1.

          16.3      Exception for Employees Covered by Plans of Leasing
Organization. Section 16.2 shall not apply to any Leased Employee if such
employee is covered by a money purchase pension plan of the Leasing Organization
meeting the requirements of section 414(n)(5)(B) of the Code and Leased
Employees do not constitute more than twenty percent (20%) of the aggregate
"non-highly compensated work force" (as defined in section 414(n)(5)(C)(ii) of
the Code) of all Employers and Affiliates.

          16.4      Construction. The purpose of this Article XVI is to comply
with the provisions of section 414(n) of the Code. All provisions of this
Article shall be construed consistently therewith, and no individual shall be
treated as a Leased Employee except as required by such provision.


                                     - 81 -



                                  ARTICLE XVII

                                Participant Loans

          17.1      Loans to Parties in Interest. This Article XVII is effective
March 4, 1998. Upon the application of a Participant who is a "party in
interest" with respect to the Plan (within the meaning of section 3(14) of
ERISA), the Committee or its delegate (in either case, the "Loan Administrator")
shall instruct the Trustee to make a loan to such Participant from the
Participant's Accounts, provided that such loan meets the requirements of
Section 17.2. No more than one loan may be outstanding at the same time. The
loan request shall be made on the Appropriate Form and submitted to the Loan
Administrator, together with such application fee as the Administrator may
authorize (if any). The Loan Administrator shall notify the Participant in
writing within a reasonable time of the approval or denial of such loan request,
and such notification by the Loan Administrator shall be final. The status and
rights under the Plan of a Participant who obtains a loan under this Article
XVII shall not be affected, except to the extent that the Participant has
assigned an interest in the Participant's Accounts pursuant to the applicable
provisions of Section 17.2. All loans shall be granted according to rules
adopted by the Loan Administrator and applicable to all Participants who are
parties in interest on a uniform basis that does not discriminate in favor of
highly compensated employees (within the meaning of section 414(q) of the Code).
The Committee may at any time suspend authorization for future loans to
Participants, but no such suspension shall affect any loan then outstanding
under this Article XVII.

          17.2      Loan Requirements. A loan shall not be made pursuant to
Section 17.1 unless such loan meets all of the following requirements:

                    17.2.1    Amount. Such loan must be in an amount no less
than one thousand dollars ($1,000) and shall not exceed the lowest of:

                    (a)       fifty thousand dollars ($50,000) reduced by the
highest amount outstanding during the preceding twelve (12) months on all loans
to the Participant from this and any other qualified employer plan (as described
in section 72(p)(4) of the Code) which is maintained by an Employer or Affiliate
("controlled group loans"); or

                    (b)       one-half of the vested balance of the
Participant's Accounts, reduced by the current amount outstanding on all
"controlled group loans" (as described in paragraph (a) above); or


                                     - 82 -



                    (c)       such other amount as may be determined by the Loan
Administrator in order to comply with any restrictions under an Investment Fund
that limit the liquidation of investments to fund Participant loans or
otherwise.

          If there is a "controlled group loan" (other than a loan made under
this Plan) currently outstanding, one-half of the value of the Participant's
vested interest under the plan from which such loan was made shall be included
in the amount determined under paragraph (b), above, but the limitation under
paragraph (b) shall in no event be less than the limit determined by
disregarding both loans from other plans and the value of the Participant's
vested interest therein.

                    17.2.2    Adequate Security. All loans must be adequately
secured. For this purpose, no more than one-half of the total value of the
Participant's vested Accounts under the Plan may be assigned as collateral
security. If the Loan Administrator subsequently determines that the loan is no
longer adequately secured, additional security may be required.

                    17.2.3    Interest. All loans must bear interest, payable
with each scheduled loan payment (and in no event less frequently than
quarterly), at the prime rate of such bank as the Loan Administrator shall
specify plus two percent (2%). The Loan Administrator shall at regular intervals
(but no less frequently than quarterly) determine the applicable rate on the
basis of a review of pertinent information.

                    17.2.4    Repayment Term. Such loan must provide for
substantially level amortization (within the meaning of section 72(p)(2)(C) of
the Code) with payments made at least quarterly for a fixed term of one (1), two
(2), three (3) or four (4) years. A Participant shall have the right on any
scheduled payment date to prepay the full outstanding balance of such loan and
accrued interest without penalty. Partial prepayment shall not be permitted.
Unless the Loan Administrator determines that it is impractical to do so, such
loan shall be repaid by substantially level payroll deductions from pay in each
pay period in which the loan is outstanding. Notwithstanding the foregoing, loan
repayments will be suspended under the Plan as permitted under section 414(u)(4)
of the Code (relating to Participants in military service).

                    17.2.5    Binding Agreement. Such loan must be evidenced by
legally binding agreement, either written or the legal equivalent thereof,
containing such terms and provisions as the Loan Administrator shall in its sole
discretion determine and, if the Loan


                                     - 83 -



Administrator shall so determine, also in a form agreed to and executed by the
Participant's spouse.

          17.3      Funding of Participant Loans.

                    17.3.1    Source of Funds. A Participant's loan shall be
funded solely by reduction of the Participant's Account balances as of the
effective date of the loan in the following order of priority: first, from the
Profit-Sharing Contributions Account and then Matching Contributions Account to
the extent vested at the date of the loan, next from the Participant's Closed
Savings Account (including any Rollover Account) and last, from the
Participant's Elective Contributions Account. The loan obligation created
pursuant to Section 17.2.5 by a Participant who receives a loan shall be held by
the Trustee as an asset of the Trust Fund and allocated solely to the Account or
Accounts of the Participant from which the loan was made. For all purposes
hereunder, the value of such loan obligation shall be considered to be the
outstanding unpaid principal amount thereof plus accrued interest.

                    17.3.2    Allocation Among Investment Funds; Valuation. A
Participant shall specify the Investment Fund or Funds from which his/her loan
will be funded; provided, however, that the Plan Administrator may decide which
Investment Funds are to be used if the Participant's instructions cannot be
given effect because the specified Investment Funds in the relevant Account(s)
are insufficient in amount. The value of that portion of a Participant's
Accounts to be borrowed shall be determined as of the date the loan is
processed, and the loan proceeds will be distributed in a single payment as soon
as practicable thereafter.

          17.4      Loan Payments. Payments of principal and interest on a
Participant's loan shall be allocated among Investment Funds in accordance with
rules adopted by the Loan Administrator.

          17.5      Loan Expenses. The Loan Administrator may determine to
charge any fees, taxes or other expenses incurred in connection with a loan to
the Accounts of the Participant obtaining such loan or to the Participant
directly. Such charges shall be imposed on a uniform and nondiscriminatory
basis.

          17.6      Disposition of Loan Upon Certain Events. In the event that
distribution of a Participant's Account is required to be made under the terms
of the Plan before the Participant repays an outstanding loan, the Trustee shall
offset the outstanding balance of any loan from such Account against the value
of the Participant's Account before making a distribution.


                                     - 84 -



          17.7      Compliance with Applicable Law. The Loan Administrator shall
take such actions as are deemed appropriate in order to assure full compliance
with all applicable laws and regulations relating to Participant loans and the
granting and repayment thereof.

          17.8      Default. The outstanding principal amount and accrued
interest of a loan made pursuant to Section 17.1 shall become immediately due
and payable if the Participant fails to make a scheduled loan payment by the
required date, or on the date on which distribution of the Participant's
Accounts is made or otherwise commences following the Participant's Termination
of Employment. In such event, the Loan Administrator may execute upon the Plan's
security interest in the Participant's Accounts to satisfy the debt; provided,
however, that execution shall not occur until such time as the Participant's
Account could be distributed to the Participant consistent with the requirements
for qualification of the Plan under section 401(a) of the Code. The Loan
Administrator may take any other action deemed appropriate to obtain payment of
the outstanding amount of principal and accrued interest, which may include
accepting payments of principal and interest that were not made on schedule and
permitting the loan to remain outstanding under its original payment schedule.
Any costs incurred by the Loan Administrator in collecting, or attempting to
collect, amounts in default shall be charged against the Participant's Accounts.
If the Loan Administrator is unable to obtain payment of the outstanding
principal and accrued interest (or, in the Loan Administrator's discretion,
payment of only the overdue amount of such principal), the Loan Administrator
shall take such further action as is deemed appropriate to prevent loss to the
Plan as a result of the default. Any discretion by the Loan Administrator in
this regard shall be exercised in a uniform manner that does not discriminate in
favor of highly compensated employees (within the meaning of section 414(q) of
the Code).


                                     - 85 -



          IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers, the day of June, 2003.

                                          FINLAY ENTERPRISES, INC.


                                          By: /s/ Arthur E. Reiner
                                             -----------------------------------
                                                Arthur E. Reiner,
                                                Chief Executive Officer
ATTEST:

/s/ Bonni G. Davis
-----------------------------------
Bonni G. Davis,
Secretary


                                     - 86 -



                                  SUPPLEMENT A

                 ROLLOVER CONTRIBUTIONS (PRE-2003 ACQUISITIONS)

          The following provisions of this Supplement A apply prior to April 1,
2003 . Effective April 1, 2003, Supplement A is amended and superseded by
Sections 3.14 and 7.4, but without prejudice to the continued general
applicability of Sections A.7 and A.8 to Rollover Contributions Accounts.

          A.1.      Eligibility. The following individuals are eligible to make
"Rollover Contributions" to the Plan in accordance with Section A.2 below:

                    (i)       An individual who becomes an Eligible Employee in
connection with the acquisition by an Employer of part or all of the business or
assets of a predecessor described in Section 6.4 and who receives credit for
his/her prior service in accordance with Section 6.4.

                    (ii)      An Eligible Employee who received a lump-sum
distribution from the Seligman & Latz Pension Plan as a result of the
termination of that pension plan.

          A.2.      Rollover Contributions. An Eligible Employee described in
Section A.1. above may roll over into the Plan all or any part of the "lump-sum
distribution" within the meaning of section 402(e) of the Code (other than
amounts attributable to after-tax contributions) that he/she receives from (i) a
tax-qualified pension, profit-sharing or stock bonus plan sponsored by the
predecessor employer described in Section 6.4, or (ii) the Seligman & Latz
Pension Plan, within sixty (60) days from the day he/she received the lump-sum
distribution. An Eligible Employee who makes such a Rollover Contribution shall
be deemed a Participant under this Plan solely with respect to his/her Rollover
Contributions Account until he/she otherwise qualifies as a Participant in
accordance with the other provisions in this Plan.

          A.3.      Rollover Contributions Account. A "Rollover Contributions
Account" shall be maintained for each Participant in which shall be entered the
amount of Rollover Contribution made pursuant to this Supplement A and which
shall be treated as an Account for all purposes under the Plan.

          A.4.      Vesting. A Participant's interest in his/her Rollover
Contributions Account shall be fully vested and nonforfeitable at all times.

          A.5.      Designation of Investment Funds. A Participant may direct
the initial investment of his/her Rollover Contributions Account in accordance
with Section 4.3.2. Any


                                     - 87 -



later change in the designation of Investment Funds by the Participant in
accordance with Section 4.3.1 will apply to all of his/her Accounts, including
his/her Rollover Contributions Account.

          A.6.      Withdrawals from Rollover Contributions Accounts.
Withdrawals from a Participant's Rollover Contributions Account shall be
permitted in accordance with Section 7.2, as if the Rollover Contributions
Account were a part of the Participant's Closed Savings Account, after all
permitted withdrawals from the Closed Savings Account. No withdrawals from the
Participant's Elective Contributions Account may be made under Section 7.2 until
all withdrawals permitted under this Section A.6 have been made.

          A.7.      Distribution on Termination of Employment. When a
Participant's employment terminates for any reason (including his/her death),
his/her Rollover Contributions Account shall be distributed in accordance with
Articles VII and VIII.

          A.8.      Beneficiary Designation. Any Beneficiary designation in
accordance with Article IX shall apply to all of the Participant's Accounts,
unless specified otherwise.


                                     - 88 -



                                  SUPPLEMENT B

                        1998 PROFIT-SHARING CONTRIBUTIONS

         Special Contribution for the Plan Year Ending December 31, 1998

          For the Plan Year ending December 31, 1998, Finlay Fine Jewelry
Corporation shall contribute to the Plan, as an additional Profit-Sharing
Contribution, the amount set forth below for each of the specified participant
categories:

CLASS A                 CLASS B           CLASS C              CLASS D

(Chairman;              (VP and           (CEO; and            (Executive VP;
Former CEO;             Treasurer; and    Group Manager of     VP of Human
VP and Merchant;        Regional VP -     "A" Stores in GA)    Resources; and
Sr. VP and CFO;         Mid Atlantic)                          VP, Secretary and
Regional VP -                                                  General Counsel)
Southeast; and
Sr. VP and
Director of Stores)

$2,500                  $2,100            $1,100               $500

          This contribution is contingent on a determination by the Internal
Revenue Service that the aggregate Profit-Sharing Contributions for the Plan
Year ending December 31, 1998 are nondiscriminatory in amount, based on general
rule testing utilizing imputed disparity and cross-testing by reference to
benefits, and shall be void and of no effect if such favorable determination is
not received.


                                     - 89 -`