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                                                                     Exhibit 4.1

                         NCI 401(K) PROFIT SHARING PLAN

                           JANUARY 1, 2001 RESTATEMENT

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                                                       ARTICLE I
                                                      Definitions

1.1     Plan Definitions.........................................................................................    2
1.2     Interpretation...........................................................................................    8

                                                       ARTICLE II
                                                        SERVICE

2.1     Special Definitions......................................................................................    8
2.2     Crediting of Hours of Service............................................................................    9
2.3     Limitations on Crediting of Hours of Service.............................................................   10
2.4     Department of Labor Rules................................................................................   11
2.5     Crediting of Continuous Service..........................................................................   11
2.6     Eligibility Service......................................................................................   11
2.7     Years of Vesting Service.................................................................................   11
2.8     Exclusion of Vesting Service Completed Following a Break for Determining Vested Interest in Prior
            Accrued Benefit......................................................................................   11
2.9     Crediting of Hours of Service with Respect to Short Computation Periods..................................   12
2.10    Crediting of Service on Transfer or Amendment............................................................   12
2.11    Crediting of Service to Leased Employees.................................................................   13

                                                      ARTICLE III
                                                      ELIGIBILITY

3.1     Eligibility..............................................................................................   13
3.2     Transfers of Employment..................................................................................   13
3.3     Reemployment.............................................................................................   13
3.4     Notification Concerning New Eligible Employees...........................................................   13
3.5     Effect and Duration......................................................................................   13

                                                       ARTICLE IV
                                               TAX-DEFERRED CONTRIBUTIONS

4.1     Tax-Deferred Contributions...............................................................................   14
4.2     Amount of Tax-Deferred Contributions.....................................................................   14
4.3     Amendments to Reduction Authorization....................................................................   14
4.4     Suspension of Tax-Deferred Contributions.................................................................   15
4.5     Resumption of Tax-Deferred Contributions.................................................................   15
4.6     Delivery of Tax-Deferred Contributions...................................................................   15
4.7     Vesting of Tax-Deferred Contributions....................................................................   15
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                                                       ARTICLE V
                                          AFTER-TAX AND ROLLOVER CONTRIBUTIONS

5.1     Transferred After-Tax Contributions......................................................................   15
5.2     Rollover Contributions...................................................................................   15
5.3     Vesting of After-Tax Contributions and Rollover Contributions............................................   16

                                                       ARTICLE VI
                                                 EMPLOYER CONTRIBUTIONS

6.1     Contribution Period......................................................................................   16
6.2     Qualified Nonelective Contributions......................................................................   16
6.3     Allocation of Qualified Nonelective Contributions........................................................   16
6.4     Amount and Allocation of Regular Matching Contributions..................................................   17
6.5     Additional Profit-Sharing Matching Contributions.........................................................   17
6.6     Limit on Tax-Deferred Contributions Matched..............................................................   18
6.7     Verification of Amount of Employer Contributions by the Sponsor..........................................   18
6.8     Payment of Employer Contributions........................................................................   18
6.9     Allocation Requirements for Employer Contributions.......................................................   18
6.10    Exceptions to Allocation Requirements for Employer Contributions.........................................   19
6.11    Vesting of Employer Contributions........................................................................   19
6.12    Election of Former Vesting Schedule......................................................................   19

                                                      ARTICLE VII
                                              LIMITATIONS ON CONTRIBUTIONS

7.1     Definitions..............................................................................................   20
7.2     Code Section 402(g) Limit................................................................................   24
7.3     Distribution of Excess Deferrals.........................................................................   24
7.4     Limitation on Tax-Deferred Contributions of Highly Compensated Employees.................................   25
7.5     Determination and Allocation of Excess Tax-Deferred Contributions Among Highly Compensated Employees.....   26
7.6     Distribution of Excess Tax-Deferred Contributions........................................................   27
7.7     Limitation on Matching Contributions of Highly Compensated Employees.....................................   27
7.8     Determination and Allocation of Excess Matching Contributions Among Highly Compensated Employees.........   28
7.9     Forfeiture or Distribution of Excess Contributions.......................................................   29
7.10    Multiple Use Limitation..................................................................................   30
7.11    Treatment of Forfeited Matching Contributions............................................................   30
7.12    Determination of Income or Loss..........................................................................   30
7.13    Code Section 415 Limitations on Crediting of Contributions and Forfeitures...............................   30
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7.14    Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified Defined
           Contribution Plan.....................................................................................   31
7.15    Scope of Limitations.....................................................................................   32

                                                      ARTICLE VIII
                                                TRUST FUNDS AND ACCOUNTS

8.1     Investment Funds.........................................................................................   32
8.2     Loan Investment Fund.....................................................................................   32
8.3     Employer Stock Investment Fund...........................................................................   32
8.4     Income on Trust..........................................................................................   33
8.5     Accounts.................................................................................................   33
8.6     Sub-Accounts.............................................................................................   33

                                                       ARTICLE IX
                                                LIFE INSURANCE CONTRACTS

9.1     No Life Insurance Contracts..............................................................................   33

                                                       ARTICLE X
                                        DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1    Future Contribution Investment Elections.................................................................   33
10.2    Deposit of Contributions.................................................................................   34
10.3    Election to Transfer Between Funds.......................................................................   34
10.4    404(c) Protection........................................................................................   34

                                                       ARTICLE XI
                                             CREDITING AND VALUING ACCOUNTS

11.1    Crediting Accounts.......................................................................................   34
11.2    Valuing Accounts.........................................................................................   35
11.3    Plan Valuation Procedures................................................................................   35
11.4    Finality of Determinations...............................................................................   35
11.5    Notification.............................................................................................   35

                                                      ARTICLE XII
                                                         LOANS

12.1    Application for Loan.....................................................................................   35
12.2    Reduction of Account Upon Distribution...................................................................   36
12.3    Requirements to Prevent a Taxable Distribution...........................................................   36
12.4    Administration of Loan Investment Fund...................................................................   38
12.5    Default..................................................................................................   38
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12.6    Deemed Distribution Under Code Section 72(p).............................................................   38
12.7    Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p).....................   39
12.8    Special Rules Applicable to Loans........................................................................   39
12.9    Loans Granted Prior to Amendment.........................................................................   40

                                                      ARTICLE XIII
                                               WITHDRAWALS WHILE EMPLOYED

13.1    Non-Hardship Withdrawals of Rollover Contributions.......................................................   40
13.2    Age 59 1/2 Withdrawals...................................................................................   40
13.3    Overall Limitations on Non-Hardship Withdrawals..........................................................   41
13.4    Hardship Withdrawals.....................................................................................   41
13.5    Hardship Determination...................................................................................   42
13.6    Satisfaction of Necessity Requirement for Hardship Withdrawals...........................................   42
13.7    Conditions and Limitations on Hardship Withdrawals.......................................................   43
13.8    Order of Withdrawal from a Participant's Sub-Accounts....................................................   43

                                                      ARTICLE XIV
                                     TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1    Termination of Employment and Settlement Date............................................................   43
14.2    Separate Accounting for Non-Vested Amounts...............................................................   43
14.3    Disposition of Non-Vested Amounts........................................................................   44
14.4    Treatment of Forfeited Amounts...........................................................................   44
14.5    Recrediting of Forfeited Amounts.........................................................................   45

                                                       ARTICLE XV
                                                     DISTRIBUTIONS

15.1    Distributions to Participants............................................................................   46
15.2    Voluntary Elective Transfers.............................................................................   46
15.3    Distributions to Beneficiaries...........................................................................   46
15.4    Cash Outs and Participant Consent........................................................................   47
15.5    Required Commencement of Distribution....................................................................   47
15.6    Transition Rules for Required Commencement of Distribution...............................................   48
15.7    Reemployment of a Participant............................................................................   48
15.8    Restrictions on Alienation...............................................................................   48
15.9    Facility of Payment......................................................................................   48
15.10   Inability to Locate Payee................................................................................   49
15.11   Distribution Pursuant to Qualified Domestic Relations Orders.............................................   49
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                                                      ARTICLE XVI
                                                    FORM OF PAYMENT

16.1    Applicability............................................................................................   49
16.2    Form of Payment..........................................................................................   49
16.3    Direct Rollover..........................................................................................   49
16.4    Notice Regarding Forms of Payment........................................................................   50
16.5    Distribution in the Form of Employer Stock...............................................................   51
16.6    Elimination of Optional Forms of Payment.................................................................   51

                                                      ARTICLE XVII
                                                     BENEFICIARIES

17.1    Designation of Beneficiary...............................................................................   51
17.2    Spousal Consent Requirements.............................................................................   52

                                                     ARTICLE XVIII
                                                     ADMINISTRATION

18.1    Authority of the Sponsor.................................................................................   52
18.2    Discretionary Authority..................................................................................   53
18.3    Action of the Sponsor....................................................................................   53
18.4    Claims Review Procedure..................................................................................   53
18.5    Qualified Domestic Relations Orders......................................................................   54
18.6    Indemnification..........................................................................................   54
18.7    Actions Binding..........................................................................................   55

                                                      ARTICLE XIX
                                               AMENDMENT AND TERMINATION

19.1    Amendment................................................................................................   55
19.2    Limitation on Amendment..................................................................................   55
19.3    Termination..............................................................................................   55
19.4    Reorganization...........................................................................................   56
19.5    Withdrawal of an Employer................................................................................   57

                                                       ARTICLE XX
                                               ADOPTION BY OTHER ENTITIES

20.1    Adoption by Related Companies............................................................................   57
20.2    Effective Plan Provisions................................................................................   58
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                                                      ARTICLE XXI
                                                MISCELLANEOUS PROVISIONS

21.1    No Commitment as to Employment...........................................................................   58
21.2    Benefits.................................................................................................   58
21.3    No Guarantees............................................................................................   58
21.4    Expenses.................................................................................................   58
21.5    Precedent................................................................................................   58
21.6    Duty to Furnish Information..............................................................................   59
21.7    Merger, Consolidation, or Transfer of Plan Assets........................................................   59
21.8    Back Pay Awards..........................................................................................   59
21.9    Condition on Employer Contributions......................................................................   59
21.10   Return of Contributions to an Employer...................................................................   60
21.11   Validity of Plan.........................................................................................   60
21.12   Trust Agreement..........................................................................................   60
21.13   Parties Bound............................................................................................   60
21.14   Application of Certain Plan Provisions...................................................................   60
21.15   Merged Plans.............................................................................................   61
21.16   Transferred Funds........................................................................................   61
21.17   Veterans Reemployment Rights.............................................................................   61
21.18   Delivery of Cash Amounts.................................................................................   61
21.19   Written Communications...................................................................................   61
21.20   Trust to Trust Transfer..................................................................................   62

                                                      ARTICLE XXII
                                                  TOP-HEAVY PROVISIONS

22.1    Definitions..............................................................................................   62
22.2    Applicability............................................................................................   64
22.3    Minimum Employer Contribution............................................................................   64
22.4    Accelerated Vesting......................................................................................   65

                                                     ARTICLE XXIII
                                                     EFFECTIVE DATE

23.1    GUST Effective Dates.....................................................................................   65
23.2    Special Effective Dates..................................................................................   66
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                                    PREAMBLE

The NCI 401(k) Profit Sharing Plan, originally effective as of January 15, 1992,
is hereby amended and restated in its entirety. Except as otherwise specifically
provided in Article XXIII, this amendment and restatement shall be effective as
of January 1, 2001. The Plan, as amended and restated hereby, is intended to
qualify as a profit-sharing plan under Code Section 401(a), and includes a cash
or deferred arrangement that is intended to qualify under Code Section 401(k).
The Plan is maintained for the exclusive benefit of eligible employees and their
beneficiaries.

Notwithstanding any other provision of the Plan to the contrary, a Participant's
vested interest in his Account under the Plan on and after the effective date of
this amendment and restatement shall be not less than his vested interest in his
account on the day immediately preceding the effective date. Any provision of
the Plan that restricted or limited withdrawals, loans, or other distributions,
or otherwise required separate accounting with respect to any portion of a
Participant's Account immediately prior to the later of the effective date of
this amendment and restatement or the date this amendment and restatement is
adopted and the elimination of which would adversely affect the qualification of
the Plan under Code Section 401(a) shall continue in effect with respect to such
portion of the Participant's Account as if fully set forth in this amendment and
restatement.

Any sample amendment adopted by the Sponsor prior to this amendment and
restatement for purposes of complying with EGTRRA shall continue in effect after
this amendment and restatement.

Effective as of January 1, 1999, January 1, 2001 and July 1, 2001 respectively
(the "merger dates"), the Metal Building Components, Inc. 401(k) Plan; the
Doublecote, L.L.C. 401(k) Retirement Plan and the Midland Metals, Inc.
Employees' 401(k) Plan (the "merged plans") are merged into and made a part of
the Plan. All assets and liabilities of the "merged plans" are transferred to
and made a part of the Plan. Each Employee who was eligible to participate in
the "merged plans" immediately prior to the applicable "merger date" shall
continue to be eligible to participate in the Plan on and after such "merger
date". In no event shall a Participant's vested interest in his Sub-Account
attributable to amounts transferred to the Plan from the applicable "merged
plan" (his "transferee Sub-Account") on and after the applicable "merger date"
be less than his vested interest in his account under such "merged plan"
immediately prior to such "merger date". Notwithstanding any other provision of
the Plan to the contrary, a Participant's service credited for eligibility and
vesting purposes under the "merged plans" as of the "merger dates", if any,
shall be included as Eligibility and Vesting Service under the Plan to the
extent Eligibility and Vesting Service are credited under the Plan. In addition
to the provisions otherwise set forth in the Plan, the provisions in effect
under the "merged plans" prior to the "merger dates", as set forth in any
Addendum to the Plan, shall continue in effect as if otherwise set forth in the
Plan in the manner set forth in the Addendum.

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                                    ARTICLE I
                                   DEFINITIONS

1.1      PLAN DEFINITIONS

As used herein, the following words and phrases have the meanings hereinafter
set forth, unless a different meaning is plainly required by the context:

An "ACCOUNT" means the account maintained by the Trustee in the name of a
Participant that reflects his interest in the Trust and any Sub-Accounts
maintained thereunder, as provided in Article VIII.

An "ADDITIONAL PROFIT-SHARING MATCHING CONTRIBUTION" means any Matching
Contribution made to the Plan at an Employer's discretion in addition to the
Employer's Regular Matching Contribution as provided in Article VI.

An "ADMINISTRATIVE DELEGATE" means one or more persons or institutions to which
the Administrator has delegated certain administrative functions pursuant to a
written agreement.

The "ADMINISTRATOR" means the Sponsor unless the Sponsor designates another
person or persons to act as such.

An "AFTER-TAX CONTRIBUTION" means any after-tax employee contribution made by a
Participant to the Plan as may be permitted under Article V or as may have been
permitted under the terms of the Plan prior to this amendment and restatement or
any after-tax employee contribution made by a Participant to another plan that
is transferred directly to the Plan.

The "BENEFICIARY" of a Participant means the person or persons entitled under
the provisions of the Plan to receive distribution hereunder in the event the
Participant dies before receiving distribution of his entire interest under the
Plan.

A Participant's "BENEFIT PAYMENT DATE" means (i) if payment is made through the
purchase of an annuity, the first day of the first period for which the annuity
is payable or (ii) if payment is made in any other form, the first day on which
all events have occurred which entitle the Participant to receive payment of his
benefit.

A "BREAK IN SERVICE" means any "computation period" (as defined in Section 2.1
for purposes of determining years of Vesting Service) during which a person
completes fewer than 501 Hours of Service except that no person shall incur a
Break in Service solely by reason of temporary absence from work not exceeding
12 months resulting from illness, layoff, or other cause if authorized in
advance by an Employer or a Related Company pursuant to its uniform leave
policy, if his employment shall not otherwise be terminated during the period of
such absence.

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The "CODE" means the Internal Revenue Code of 1986, as amended from time to
time. Reference to a Code section includes such section and any comparable
section or sections of any future legislation that amends, supplements, or
supersedes such section.

The "COMPENSATION" of a Participant for any period means the wages as defined in
Code Section 3401(a), paid to him for such period for services as an Employee
that would be used for purposes of income tax withholding at the source,
determined without regard to any rules that limit compensation included in wages
based on the nature or location of the employment or services performed, but
excluding reimbursements or other expense allowances, fringe benefits, moving
expenses, deferred compensation, and welfare benefits; provided, however, that
Compensation shall only include amounts actually paid to an Employee with
respect to the portion of the Plan Year that the employee was an Eligible
Employee.

Notwithstanding the foregoing, Compensation shall not include the following:

*        the value of any qualified or non-qualified stock option granted to the
         Participant by his Employer to the extent such value is includible in
         the Participant's taxable income.

*        severance pay, including severance pay referred to as early retirement
         package compensation, and income from the exercise of stock options.

In addition to the foregoing, Compensation includes any amount that would have
been included in the foregoing description, but for the Participant's election
to defer payment of such amount under Code Section 125, 402(e)(3), 402(h)(1)(B),
403(b), or 457(b) and certain contributions described in Code Section 414(h)(2)
that are picked up by the employing unit and treated as employer contributions.
Effective for Plan Years beginning on and after January 1, 2001, Compensation
shall also include any amount that is not included in the Participant's taxable
gross income pursuant to Code Section 132(f).

In no event, however, shall the Compensation of a Participant taken into account
under the Plan for any Plan Year exceed $150,000 (subject to adjustment annually
as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that
the dollar increase in effect on January 1 of any calendar year, if any, is
effective for Plan Years beginning in such calendar year). If the Compensation
of a Participant is determined over a period of time that contains fewer than 12
calendar months, then the annual compensation limitation described above shall
be adjusted with respect to that Participant by multiplying the annual
compensation limitation in effect for the Plan Year by a fraction the numerator
of which is the number of full months in the period and the denominator of which
is 12; provided, however, that no proration is required for a Participant who is
covered under the Plan for less than one full Plan Year if the formula for
allocations is based on Compensation for a period of at least 12 months.

A "CONTRIBUTION PERIOD" means the period specified in Article VI for which
Employer Contributions shall be made.

                                       3

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"DISABLED" means any medically determinable physical or mental impairment which
results in an inability to engage in any substantial gainful activity by reason
thereof and which may be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than 12 months. The
permanence and degree of such impairment must be supported by medical evidence.
Disability will be determined by a physician appointed by the Administrator.

An "ELIGIBLE EMPLOYEE" means any Employee who has met the eligibility
requirements of Article III to participate in the Plan.

The "ELIGIBILITY SERVICE" of an employee means the period or periods of service
credited to him under the provisions of Article II for purposes of determining
his eligibility to participate in the Plan as may be required under Article III.

An "EMPLOYEE" means any person who is classified by an Employer, in accordance
with its payroll records, as an employee of the Employer, other than any such
person who is (i) covered by a collective bargaining agreement that does not
specifically provide for coverage under the Plan, (ii) a nonresident alien who
does not receive United States source income, or (iii) a Leased Employee. Any
individual who is not treated by an Employer as a common law employee of the
Employer shall be excluded from Plan participation even if a court or
administrative agency determines that such individual is a common law employee
and not an independent contractor.

An "EMPLOYER" means the Sponsor and any entity which has adopted the Plan as may
be provided under Article XX.

An "EMPLOYER CONTRIBUTION" means the amount, if any, that an Employer
contributes to the Plan as may be provided under Article VI or Article XXII.

An "ENROLLMENT DATE" means the first day of each Plan Year quarter.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended
from time to time. Reference to a section of ERISA includes such section and any
comparable section or sections of any future legislation that amends,
supplements, or supersedes such section.

A "HIGHLY COMPENSATED EMPLOYEE" means any Employee or former Employee who is a
"highly compensated active employee" or a "highly compensated former employee"
as defined hereunder.

A "highly compensated active employee" includes any Employee who performs
services for an Employer or any Related Company during the Plan Year and who (i)
was a five percent owner at any time during the Plan Year or the "look back
year" or (ii) received "compensation" from the Employers and Related Companies
during the "look back year" in excess of $80,000 (subject to adjustment annually
at the same time and in the same manner as under Code Section 415(d)).

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A "highly compensated former employee" includes any Employee who (1) separated
from service from an Employer and all Related Companies (or is deemed to have
separated from service from an Employer and all Related Companies) prior to the
Plan Year, (2) performed no services for an Employer or any Related Company
during the Plan Year, and (3) was a "highly compensated active employee" for
either the separation year or any Plan Year ending on or after the date the
Employee attains age 55, as determined under the rules in effect under Code
Section 414(q) for such year.

The determination of who is a Highly Compensated Employee hereunder shall be
made in accordance with the provisions of Code Section 414(q) and regulations
issued thereunder.

For purposes of this definition, the following terms have the following
meanings:

(a)      An employee's "compensation" means compensation as defined in Code
         Section 415(c)(3) and regulations issued thereunder.

(b)      The "look back year" means the 12-month period immediately preceding
         the Plan Year.

An "HOUR OF SERVICE" with respect to a person means each hour, if any, that may
be credited to him in accordance with the provisions of Article II.

An "INVESTMENT FUND" means any separate investment Trust Fund maintained by the
Trustee as may be provided in the Plan or the Trust Agreement or any separate
investment fund maintained by the Trustee, to the extent that there are
Participant Sub-Accounts under such funds, to which assets of the Trust may be
allocated and separately invested.

A "LEASED EMPLOYEE" means any person who performs services for an Employer or a
Related Company (the "recipient") (other than an employee of the "recipient")
pursuant to an agreement between the "recipient" and any other person (the
"leasing organization") on a substantially full-time basis for a period of at
least one year, provided that such services are performed under primary
direction of or control by the "recipient". An "EXCLUDABLE LEASED EMPLOYEE"
means any Leased Employee of the "recipient" who is covered by a money purchase
pension plan maintained by the "leasing organization" which provides for (i) a
nonintegrated employer contribution on behalf of each participant in the plan
equal to at least ten percent of compensation, (ii) full and immediate vesting,
and (iii) immediate participation by employees of the "leasing organization"
(other than employees who perform substantially all of their services for the
"leasing organization" or whose compensation from the "leasing organization" in
each plan year during the four-year period ending with the plan year is less
than $1,000); provided, however, that Leased Employees do not constitute more
than 20 percent of the "recipient's" nonhighly compensated work force. For
purposes of this Section, contributions or benefits provided to a Leased
Employee by the "leasing organization" that are attributable to services
performed for the "recipient" shall be treated as provided by the "recipient".

                                       5

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A "MATCHING CONTRIBUTION" means any Employer Contribution made to the Plan on
account of a Participant's Tax-Deferred Contributions as provided in Article VI,
including Regular Matching Contributions and Additional Profit-Sharing Matching
Contributions.

The "NORMAL RETIREMENT DATE" of an employee means the date he attains age 65.

A "PARTICIPANT" means any person who has an Account in the Trust.

The "PLAN" means the NCI 401(k) Profit Sharing Plan, as from time to time in
effect.

A "PLAN YEAR" means the 12-consecutive-month period ending each December 31.

A "PREDECESSOR EMPLOYER" means any company that is a predecessor organization to
an Employer under the Code, provided that the Employer maintains a plan of such
predecessor organization. In addition, a Predecessor Employer includes the
following: each entity with respect to which Employees' service was recognized
under the Plan prior to the restatement set forth herein, Metal Building
Components, Inc. and its operating subsidiaries, Doublecote L.L.C., and Midland
Metals, Inc.

A "QUALIFIED JOINT AND SURVIVOR ANNUITY" means an immediate annuity payable at
earliest retirement age under the Plan, as defined in regulations issued under
Code Section 401(a)(11), that is payable (i) for the life of a Participant, if
the Participant is not married, or (ii) for the life of a Participant with a
survivor annuity payable for the life of the Participant's spouse that is equal
to at least 50 percent, but not more than 100 percent, of the amount of the
annuity payable during the joint lives of the Participant and his spouse, if the
Participant is married. No survivor annuity shall be payable to the
Participant's spouse under a Qualified Joint and Survivor Annuity if such spouse
is not the same spouse to whom the Participant was married on his Benefit
Payment Date.

A "QUALIFIED NONELECTIVE CONTRIBUTION" means any Employer Contribution made to
the Plan as provided in Article VI that is 100 percent vested when made and may
be taken into account to satisfy the limitations on Tax-Deferred Contributions
and/or Matching Contributions made by or on behalf of Highly Compensated
Employees under Article VII.

A "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY" means an annuity payable for the
life of a Participant's surviving spouse if the Participant dies prior to his
Benefit Payment Date.

A "REGULAR MATCHING CONTRIBUTION" means any Matching Contribution made to the
Plan at the rate specified in Article VI, other than an Additional
Profit-Sharing Matching Contribution.

A "RELATED COMPANY" means any corporation or business, other than an Employer,
which would be aggregated with an Employer for a relevant purpose under Code
Section 414.

A Participant's "REQUIRED BEGINNING DATE" means the following:

                                       6

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(a)      for a Participant who is not a "five percent owner", April 1 of the
         calendar year following the calendar year in which occurs the later of
         the Participant's (i) attainment of age 70 1/2 or (ii) Settlement Date.

(b)      for a Participant who is a "five percent owner", April 1 of the
         calendar year following the calendar year in which the Participant
         attains age 70 1/2.

A Participant is a "five percent owner" if he is a five percent owner, as
defined in Code Section 416(i) and determined in accordance with Code Section
416, but without regard to whether the Plan is top-heavy, for the Plan Year
ending with or within the calendar year in which the Participant attains age 70
1/2. The Required Beginning Date of a Participant who is a "five percent owner"
hereunder shall not be redetermined if the Participant ceases to be a five
percent owner as defined in Code Section 416(i) with respect to any subsequent
Plan Year.

A "ROLLOVER CONTRIBUTION" means any rollover contribution to the Plan made by a
Participant as may be permitted under Article V.

The "SETTLEMENT DATE" of a Participant means the date on which a Participant's
interest under the Plan becomes distributable in accordance with Article XV.

A "SINGLE LIFE ANNUITY" means an annuity payable for the life of a Participant.

The "SPONSOR" means NCI Building Systems, Inc., and any successor thereto.

A "SUB-ACCOUNT" means any of the individual sub-accounts of a Participant's
Account that is maintained as provided in Article VIII.

A "TAX-DEFERRED CONTRIBUTION" means the amount contributed to the Plan on a
Participant's behalf by his Employer in accordance with Article IV.

A "TRANSFER CONTRIBUTION" means any amount transferred to the Plan on an
Employee's behalf directly from another qualified plan pursuant to a trust to
trust transfer as provided in Section 21.20.

The "TRUST" means the trust maintained by the Trustee under the Trust Agreement.

The "TRUST AGREEMENT" means the agreement entered into between the Sponsor and
the Trustee relating to the holding, investment, and reinvestment of the assets
of the Plan, together with all amendments thereto.

The "TRUSTEE" means the trustee or any successor trustee which at the time shall
be designated, qualified, and acting under the Trust Agreement. The Sponsor may
designate a person or persons other than the Trustee to perform any
responsibility of the Trustee under the Plan, other than trustee
responsibilities as defined in ERISA Section 405(c)(3), and the Trustee shall
not be liable for the performance of such person in carrying out such
responsibility except as otherwise

                                       7

<PAGE>

provided by ERISA. The term Trustee shall include any delegate of the Trustee as
may be provided in the Trust Agreement.

A "TRUST FUND" means any fund maintained under the Trust by the Trustee.

A "VALUATION DATE" means each day of the Plan Year.

The "VESTING SERVICE" of an employee means the period or periods of service
credited to him under the provisions of Article II for purposes of determining
his vested interest in his Employer Contributions Sub-Account, if Employer
Contributions are provided for under either Article VI or Article XXII.

1.2      INTERPRETATION

Where required by the context, the noun, verb, adjective, and adverb forms of
each defined term shall include any of its other forms. Wherever used herein,
the masculine pronoun shall include the feminine, the singular shall include the
plural, and the plural shall include the singular.

                                   ARTICLE II
                                     SERVICE

2.1      SPECIAL DEFINITIONS

For purposes of this Article, the following terms have the following meanings.

A "COMPUTATION PERIOD" for purposes of determining an employee's years of
Vesting Service means each Plan Year.

The "CONTINUOUS SERVICE" of an employee means the continuous service credited to
him in accordance with the provisions of this Article.

The "EMPLOYMENT COMMENCEMENT DATE" of an employee means the date he first
completes an Hour of Service.

A "MATERNITY/PATERNITY ABSENCE" means a person's absence from employment with an
Employer or a Related Company because of the person's pregnancy, the birth of
the person's child, the placement of a child with the person in connection with
the person's adoption of the child, or the caring for the person's child
immediately following the child's birth or adoption. A person's absence from
employment will not be considered a maternity/paternity absence unless the
person furnishes the Administrator such timely information as may reasonably be
required to establish that the absence was for one of the purposes enumerated in
this paragraph and to establish the number of days of absence attributable to
such purpose.

The "REEMPLOYMENT COMMENCEMENT DATE" of an employee means the first date
following a "severance date" on which he again completes an Hour of Service.

                                       8

<PAGE>

The "SEVERANCE DATE" of an employee means the earlier of (i) the date on which
he retires, dies, or his employment with all Employers and Related Companies is
otherwise terminated, or (ii) the first anniversary of the first date of a
period during which he is absent from work with all Employers and Related
Companies for any other reason; provided, however, that if he terminates
employment with or is absent from work with all Employers and Related Companies
on account of service with the armed forces of the United States, he shall not
incur a "severance date" if he is eligible for reemployment rights under the
Uniformed Services Employment and Reemployment Rights Act of 1994 and he returns
to work with an Employer or a Related Company within the period during which he
retains such reemployment rights, but, if he does not return to work within such
period, his "severance date" shall be the earlier of the date which is one year
after his absence commenced or the last day of the period during which he
retains such reemployment rights.

2.2      CREDITING OF HOURS OF SERVICE

A person shall be credited with an Hour of Service for:

(a)      Each hour for which he is paid, or entitled to payment, for the
         performance of duties for an Employer, a Predecessor Employer, or a
         Related Company during the applicable period; provided, however, that
         hours compensated at a premium rate shall be treated as straight-time
         hours.

(b)      Subject to the provisions of Section 2.3, each hour for which he is
         paid, or entitled to payment, by an Employer, a Predecessor Employer,
         or a Related Company on account of a period of time during which no
         duties are performed (irrespective of whether the employment
         relationship has terminated) due to vacation, holiday, illness,
         incapacity (including disability), lay-off, jury duty, military duty,
         or leave of absence.

(c)      Each hour for which he would have been scheduled to work for an
         Employer, a Predecessor Employer, or a Related Company during the
         period that he is absent from work because of service with the armed
         forces of the United States provided he is eligible for reemployment
         rights under the Uniformed Services Employment and Reemployment Rights
         Act of 1994 and returns to work with an Employer or a Related Company
         within the period during which he retains such reemployment rights;
         provided, however, that the same Hour of Service shall not be credited
         under paragraph (b) of this Section and under this paragraph (c).

(d)      Each hour for which back pay, irrespective of mitigation of damages, is
         either awarded or agreed to by an Employer, a Predecessor Employer, or
         a Related Company; provided, however, that the same Hour of Service
         shall not be credited both under paragraph (a) or (b) or (c) of this
         Section, as the case may be, and under this paragraph (d); and
         provided, further, that the crediting of Hours of Service for back pay
         awarded or agreed to with respect to periods described in such
         paragraph (b) shall be subject to the limitations set forth therein and
         in Section 2.3.

                                       9

<PAGE>

(e)      Solely for purposes of determining whether a person who is on a
         "maternity/paternity absence" has incurred a Break in Service for a
         "computation period", Hours of Service shall include those hours with
         which such person would otherwise have been credited but for such
         "maternity/paternity absence", or shall include eight Hours of Service
         for each day of "maternity/paternity absence" if the actual hours to be
         credited cannot be determined; except that not more than the minimum
         number of hours required to prevent a Break in Service shall be
         credited by reason of any "maternity/paternity absence"; provided,
         however, that any hours included as Hours of Service pursuant to this
         paragraph shall be credited to the "computation period" in which the
         absence from employment begins, if such person otherwise would incur a
         Break in Service in such "computation period", or, in any other case,
         to the immediately following "computation period".

(f)      Solely for purposes of determining whether he has incurred a Break in
         Service, each hour for which he would have been scheduled to work for
         an Employer, a Predecessor Employer, or a Related Company during the
         period of time that he is absent from work on an approved leave of
         absence pursuant to the Family and Medical Leave Act of 1993; provided,
         however, that Hours of Service shall not be credited to an employee
         under this paragraph if the employee fails to return to employment with
         an Employer or a Related Company following such leave.

For purposes of crediting Hours of Service hereunder, employment with a
corporation or business prior to the date such corporation or business becomes a
Related Company shall be treated as employment with a Related Company.

2.3      LIMITATIONS ON CREDITING OF HOURS OF SERVICE

In the application of the provisions of paragraph (b) of Section 2.2, the
following shall apply:

(a)      An hour for which a person is directly or indirectly paid, or entitled
         to payment, on account of a period during which no duties are performed
         shall not be credited to him if such payment is made or due under a
         plan maintained solely for the purpose of complying with applicable
         workers' compensation, unemployment compensation, or disability
         insurance laws.

(b)      Hours of Service shall not be credited with respect to a payment which
         solely reimburses a person for medical or medically-related expenses
         incurred by him.

(c)      A payment shall be deemed to be made by or due from an Employer, a
         Predecessor Employer, or a Related Company (i) regardless of whether
         such payment is made by or due from such employer directly or
         indirectly, through (among others) a trust fund or insurer to which any
         such employer contributes or pays premiums, and (ii) regardless of
         whether contributions made or due to such trust fund, insurer, or other
         entity are for the benefit of particular persons or are on behalf of a
         group of persons in the aggregate.

                                       10

<PAGE>

(d)      No more than 501 Hours of Service shall be credited to a person on
         account of any single continuous period during which he performs no
         duties (whether or not such period occurs in a single "computation
         period"), unless no duties are performed due to service with the armed
         forces of the United States for which the person retains reemployment
         rights as provided in paragraph (c) of Section 2.2.

2.4      DEPARTMENT OF LABOR RULES

The rules set forth in paragraphs (b) and (c) of Department of Labor Regulations
Section 2530.200b-2, which relate to determining Hours of Service attributable
to reasons other than the performance of duties and crediting Hours of Service
to particular periods, are hereby incorporated into the Plan by reference.

2.5      CREDITING OF CONTINUOUS SERVICE

A person shall be credited with "continuous service" for the aggregate of the
periods of time between his "employment commencement date" or any "reemployment
commencement date" and the "severance date" that next follows such "employment
commencement date" or "reemployment commencement date"; provided, however, that
an employee who has a "reemployment commencement date" within the
12-consecutive-month period following the earlier of the first date of his
absence or his "severance date" shall be credited with "continuous service" for
the period between his "severance date" and "reemployment commencement date".

2.6      ELIGIBILITY SERVICE

An employee shall be credited with Eligibility Service equal to his "continuous
service".

2.7      YEARS OF VESTING SERVICE

Years of Vesting Service shall be determined in accordance with the following
provisions:

(a)      An employee shall be credited with a year of Vesting Service for each
         "computation period" during which he completes at least 1,000 Hours of
         Service.

(b)      Notwithstanding the provisions of paragraph (a), service completed by
         an employee and credited to him prior to the original effective date of
         the Plan shall not be included in determining the employee's years of
         Vesting Service.

2.8      EXCLUSION OF VESTING SERVICE COMPLETED FOLLOWING A BREAK FOR
         DETERMINING VESTED INTEREST IN PRIOR ACCRUED BENEFIT

Notwithstanding any other provision of the Plan to the contrary, Vesting Service
completed by an Employee after a Break in Service shall not be included in
determining his vested interest in his Account attributable to employment prior
to such Break in Service if the number of his consecutive Breaks in Service is
five or more.

                                       11

<PAGE>

2.9      CREDITING OF HOURS OF SERVICE WITH RESPECT TO SHORT COMPUTATION PERIODS

The following provisions shall apply with respect to crediting Hours of Service
with respect to any short "computation period":

(a)      For purposes of this Article, the following terms have the following
         meanings:

         (i)      An "old computation period" means any "computation period"
                  that ends immediately prior to a change in the "computation
                  period".

         (ii)     A "short computation period" means any "computation period" of
                  fewer than 12 consecutive months.

(b)      Notwithstanding any other provision of the Plan to the contrary, no
         person shall incur a Break in Service for a short "computation period"
         solely because of such short "computation period".

(c)      For purposes of determining the years of Vesting Service to be credited
         to an Employee, a "computation period" shall not include the "short
         computation period", but if an Employee completes at least 1,000 Hours
         of Service in the 12-consecutive-month period beginning on the first
         day of the "short computation period", such Employee shall be credited
         with a year of Vesting Service for such 12-consecutive-month period.

2.10     CREDITING OF SERVICE ON TRANSFER OR AMENDMENT

Notwithstanding any other provision of the Plan to the contrary, if an Employee
is transferred from employment covered under a qualified plan maintained by an
Employer or a Related Company for which service for purposes of eligibility to
participate is credited based on Hours of Service and computation periods in
accordance with Department of Labor Regulations Section 2530.200 through
2530.203 to employment covered under the Plan or, prior to amendment, the Plan
provided for crediting of service for purposes of eligibility to participate on
the basis of Hours of Service and computation periods in accordance with
Department of Labor Regulations Section 2530.200 through 2530.203, an affected
Employee shall be credited with Eligibility Service hereunder as provided in
Treasury Regulations Section 1.410(a)-7(f)(1).

In addition, notwithstanding any other provision of the Plan to the contrary, if
an Employee is transferred from employment covered under a qualified plan
maintained by an Employer or a Related Company for which service for purposes of
vesting is credited based on elapsed time in accordance with Treasury
Regulations Section 1.410(a)-7 to employment covered under the Plan or, prior to
amendment, the Plan provided for crediting of service for purposes of vesting on
the basis of elapsed time in accordance with Treasury Regulations Section
1.410(a)-7, an affected Employee shall be credited with Vesting Service
hereunder as provided in Treasury Regulations Section 1.410(a)-7(f)(1).

                                       12

<PAGE>

2.11     CREDITING OF SERVICE TO LEASED EMPLOYEES

Notwithstanding any other provision of the Plan to the contrary, a Leased
Employee working for an Employer or a Related Company (other than an Excludable
Leased Employee) shall be considered an employee of such Employer or Related
Company for purposes of Eligibility and Vesting Service crediting under the
Plan, but shall not be eligible to participate in the Plan. Such Leased Employee
shall also be considered an employee of such Employer or Related Company for
purposes of applying Code Sections 401(a)(3), (4), (7), and (16), and 408(k),
415, and 416.

                                   ARTICLE III
                                   ELIGIBILITY

3.1      ELIGIBILITY

Each Employee who was an Eligible Employee immediately prior to January 1, 2001
shall continue to be an Eligible Employee on January 1, 2001. Each other
Employee shall become an Eligible Employee as of the Enrollment Date next
following the date on which he has both attained age 18 and completed three
months of Eligibility Service.

3.2      TRANSFERS OF EMPLOYMENT

If a person is transferred directly from employment with an Employer or with a
Related Company in a capacity other than as an Employee to employment as an
Employee, he shall become an Eligible Employee as of the date he is so
transferred if prior to an Enrollment Date preceding such transfer date he has
met the eligibility requirements of Section 3.1. Otherwise, the eligibility of a
person who is so transferred to participate in the Plan shall be determined in
accordance with Section 3.1.

3.3      REEMPLOYMENT

If a person who terminated employment with an Employer and all Related Companies
is reemployed as an Employee and if he had been an Eligible Employee prior to
his termination of employment, he shall again become an Eligible Employee on the
date he is reemployed. Otherwise, the eligibility of a person who terminated
employment with an Employer and all Related Companies and who is reemployed by
an Employer or a Related Company to participate in the Plan shall be determined
in accordance with Section 3.1 or 3.2.

3.4      NOTIFICATION CONCERNING NEW ELIGIBLE EMPLOYEES

Each Employer shall notify the Administrator as soon as practicable of Employees
becoming Eligible Employees as of any date.

3.5      EFFECT AND DURATION

Upon becoming an Eligible Employee, an Employee shall be entitled to make
Tax-Deferred Contributions to the Plan in accordance with the provisions of
Article IV and receive allocations

                                       13

<PAGE>

of Employer Contributions in accordance with the provisions of Article VI
(provided he meets any applicable requirements thereunder) and shall be bound by
all the terms and conditions of the Plan and the Trust Agreement. A person shall
continue as an Eligible Employee eligible to make Tax-Deferred Contributions to
the Plan and to participate in allocations of Employer Contributions only so
long as he continues employment as an Employee.

                                   ARTICLE IV
                           TAX-DEFERRED CONTRIBUTIONS

4.1      TAX-DEFERRED CONTRIBUTIONS

Effective as of the date he becomes an Eligible Employee, each Eligible Employee
may elect, in accordance with rules prescribed by the Administrator, to have
Tax-Deferred Contributions made to the Plan on his behalf by his Employer as
hereinafter provided. An Eligible Employee's election shall include his
authorization for his Employer to reduce his Compensation and to make
Tax-Deferred Contributions on his behalf. An Eligible Employee who elects not to
have Tax-Deferred Contributions made to the Plan as of the first Enrollment Date
he becomes eligible to participate may change his election by amending his
reduction authorization as prescribed in this Article.

Tax-Deferred Contributions on behalf of an Eligible Employee shall commence as
soon as administratively practicable on or after the date on which his election
is effective.

4.2      AMOUNT OF TAX-DEFERRED CONTRIBUTIONS

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an
Eligible Employee by his Employer shall be an integral percentage of his
Compensation of not less than one percent nor more than 15 percent, for Plan
Years beginning prior to January 1, 2002, and for Plan Years beginning on or
after January 1, 2002, six percent if the Participant is a Highly Compensated
Employee for the Plan Year or 50 percent if the Participant is not a Highly
Compensated Employee for the Plan Year. In the event an Eligible Employee elects
to have his Employer make Tax-Deferred Contributions on his behalf, his
Compensation shall be reduced for each payroll period by the percentage he
elects to have contributed on his behalf to the Plan in accordance with the
terms of his currently effective reduction authorization.

4.3      AMENDMENTS TO REDUCTION AUTHORIZATION

An Eligible Employee may elect, in the manner prescribed by the Administrator,
to change the amount of his future Compensation that his Employer contributes on
his behalf as Tax-Deferred Contributions. An Eligible Employee may amend his
reduction authorization at such time or times during the Plan Year as the
Administrator may prescribe by giving such number of days advance notice of his
election as the Administrator may prescribe. An Eligible Employee who amends his
reduction authorization shall be limited to selecting an amount of his
Compensation that is otherwise permitted under this Article IV. Tax-Deferred
Contributions shall be made on behalf of such Eligible Employee by his Employer
pursuant to his properly amended reduction

                                       14

<PAGE>

authorization commencing with Compensation paid to the Eligible Employee on or
after the date such amendment is effective, until otherwise altered or
terminated in accordance with the Plan.

4.4      SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS

An Eligible Employee on whose behalf Tax-Deferred Contributions are being made
may elect, in the manner prescribed by the Administrator, to have such
contributions suspended at any time by giving such number of days advance notice
of his election as the Administrator may prescribe. Any such voluntary
suspension shall take effect commencing with Compensation paid to such Eligible
Employee on or after the expiration of the required notice period and shall
remain in effect until Tax-Deferred Contributions are resumed as hereinafter set
forth.

4.5      RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS

An Eligible Employee who has voluntarily suspended his Tax-Deferred
Contributions may elect, in the manner prescribed by the Administrator, to have
such contributions resumed. An Eligible Employee may make such election at such
time or times during the Plan Year as the Administrator may prescribe, by giving
such number of days advance notice of his election as the Administrator may
prescribe.

4.6      DELIVERY OF TAX-DEFERRED CONTRIBUTIONS

As soon after the date an amount would otherwise be paid to an Employee as it
can reasonably be separated from Employer assets, each Employer shall cause to
be delivered to the Trustee in cash all Tax-Deferred Contributions attributable
to such amounts.

4.7      VESTING OF TAX-DEFERRED CONTRIBUTIONS

A Participant's vested interest in his Tax-Deferred Contributions Sub-Account
shall be at all times 100 percent.

                                    ARTICLE V
                      AFTER-TAX AND ROLLOVER CONTRIBUTIONS

5.1      TRANSFERRED AFTER-TAX CONTRIBUTIONS

Eligible Employees are not currently permitted to make After-Tax Contributions
to the Plan. However, the Plan includes assets attributable to After-Tax
Contributions that were transferred to the Plan from another qualified plan.

5.2      ROLLOVER CONTRIBUTIONS

An Employee who was a participant in a plan qualified under Code Section 401 and
who receives (or is eligible to receive) a cash distribution from such plan that
he elects either (i) to roll over immediately to a qualified retirement plan or
(ii) to roll over into a conduit IRA from which he receives a later cash
distribution, may elect to make a Rollover Contribution to the Plan

                                       15

<PAGE>

if he is entitled under Code Section 402(c) or 408(d)(3)(A) to roll over such
distribution to another qualified retirement plan. The Administrator may require
an Employee to provide it with such information as it deems necessary or
desirable to show that he is entitled to roll over such distribution to another
qualified retirement plan. An Employee shall make a Rollover Contribution to the
Plan by delivering, or causing to be delivered, to the Trustee the cash that
constitutes the Rollover Contribution amount. If the Employee received a cash
distribution that he is rolling over, such delivery must be made within 60 days
of receipt of the distribution from the plan or from the conduit IRA in the
manner prescribed by the Administrator.

5.3      VESTING OF AFTER-TAX CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS

A Participant's vested interest in his After-Tax Contributions Sub-Account and
his Rollover Contributions Sub-Account shall be at all times 100 percent.

                                   ARTICLE VI
                             EMPLOYER CONTRIBUTIONS

6.1      CONTRIBUTION PERIOD

The Contribution Periods for Employer Contributions shall be as follows:

(a)      The Contribution Period for Regular Matching Contributions under the
         Plan is each calendar quarter.

(b)      The Contribution Period for Additional Profit-Sharing Matching
         Contributions is each Plan Year.

(c)      The Contribution Period for Qualified Nonelective Contributions under
         the Plan is each Plan Year.

6.2      QUALIFIED NONELECTIVE CONTRIBUTIONS

Each Employer may, in its discretion, make a Qualified Nonelective Contribution
to the Plan for the Contribution Period in an amount determined by the Sponsor.

6.3      ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS

Any Qualified Nonelective Contribution made by an Employer for a Contribution
Period shall be allocated among its Eligible Employees during the Contribution
Period who have met the allocation requirements for Qualified Nonelective
Contributions described in this Article, other than any such Eligible Employee
who is a Highly Compensated Employee. The allocable share of each such Eligible
Employee shall be determined as follows:

(a)      the Eligible Employee with the least "test compensation", as defined in
         Section 7.1, shall receive an allocation equal to the lower of:

                                       16

<PAGE>

         (i)      the maximum contribution permitted to be made to the Plan on
                  his behalf under Code Section 415, taking into account any
                  contributions already made on his behalf; or

         (ii)     the full amount of the Qualified Nonelective Contribution made
                  by the Employer for the Contribution Period.

(b)      If any Qualified Nonelective Employer Contribution remains after
         allocation has been made in accordance with the provisions of paragraph
         (a) above, the Eligible Employee with the next lowest "test
         compensation", as defined in Section 7.1, shall receive an allocation
         equal to the lower of:

         (i)      the maximum contribution permitted to be made to the Plan on
                  his behalf under Code Section 415, taking into account any
                  contributions already made on his behalf; or

         (ii)     the balance of the Qualified Nonelective Contribution made by
                  the Employer for the Contribution Period remaining after
                  allocation has been made in accordance with the provisions of
                  paragraph (a) above.

(c)      If any Qualified Nonelective Contribution remains after allocation has
         been made in accordance with the provisions of paragraph (b) above,
         allocations shall continue to Eligible Employees as provided in
         paragraph (b) in ascending order of "test compensation", until the
         Qualified Nonelective Contribution has been fully allocated.

6.4      AMOUNT AND ALLOCATION OF REGULAR MATCHING CONTRIBUTIONS

Each Employer shall make a Regular Matching Contribution to the Plan for each
Contribution Period on behalf of each of its Eligible Employees during the
Contribution Period who has met the allocation requirements for Regular Matching
Contributions described in this Article. The amount of such Regular Matching
Contribution shall be equal to 66.67 percent of the Tax-Deferred Contributions
made for the Contribution Period on behalf of such Eligible Employee, subject to
the limits of Section 6.6.

6.5      ADDITIONAL PROFIT-SHARING MATCHING CONTRIBUTIONS

In addition to its Regular Matching Contribution, subject to the limits of
Section 6.6, each Employer may make an Additional Profit-Sharing Matching
Contribution to the Plan for each Contribution Period on behalf of each of its
Eligible Employees who has met the allocation requirements for Additional
Profit-Sharing Matching Contributions described in this Article. The amount of
any such Additional Profit-Sharing Matching Contribution shall be based on the
Employer's return on its assets for the fiscal year ending within the
Contribution Period, as determined by the Employer's accountants, and shall be
equal to:

                                       17

<PAGE>

(a)      If the return on assets is greater than 25 percent, but less than 30
         percent, 16.33 percent of the Tax-Deferred Contributions made for the
         Contribution Period on behalf of each such Eligible Employee.

(b)      If the return on assets is 30 percent or more, 33.33 percent of the
         Tax-Deferred Contributions made for the Contribution Period on behalf
         of each such Eligible Employee.

6.6      LIMIT ON TAX-DEFERRED CONTRIBUTIONS MATCHED

Notwithstanding any other provision of this Article to the contrary,
Tax-Deferred Contributions made to the Plan on behalf of an Eligible Employee
for a Contribution Period that exceed six percent of the Eligible Employee's
Compensation for the Contribution Period shall be excluded in determining the
amount and allocation of Regular and Additional Profit-Sharing Matching
Contributions with respect to such Eligible Employee for the Contribution
Period. Compensation earned by the Eligible Employee during the Contribution
Period, but prior to the date on which the Employee first became an Eligible
Employee with respect to Matching Contributions, shall be excluded in applying
the limitation contained in this paragraph.

6.7      VERIFICATION OF AMOUNT OF EMPLOYER CONTRIBUTIONS BY THE SPONSOR

The Sponsor shall verify the amount of Employer Contributions to be made by each
Employer in accordance with the provisions of the Plan. Notwithstanding any
other provision of the Plan to the contrary, the Sponsor shall determine the
portion of the Employer Contribution to be made by each Employer with respect to
an Employee who transfers from employment with one Employer as an Employee to
employment with another Employer as an Employee.

6.8      PAYMENT OF EMPLOYER CONTRIBUTIONS

Employer Contributions made for a Contribution Period shall be paid in
qualifying employer securities, as defined in ERISA Section 407(d)(5), to the
Trustee within the period of time required under the Code in order for the
contribution to be deductible by the Employer in determining its Federal income
taxes for the Plan Year.

6.9      ALLOCATION REQUIREMENTS FOR EMPLOYER CONTRIBUTIONS

A person who was an Eligible Employee during a Contribution Period shall be
eligible to receive an allocation of Regular Matching Contributions for such
Contribution Period only if he is employed by an Employer or a Related Company
on the last day of the Contribution Period.

A person who was an Eligible Employee during a Contribution Period shall be
eligible to receive an allocation of Additional Profit-Sharing Matching
Contributions for such Contribution Period only if he is employed by an Employer
or a Related Company on the last day of the Contribution Period.

                                       18

<PAGE>

A person who was an Eligible Employee during a Contribution Period shall be
eligible to receive an allocation of Qualified Nonelective Contributions for
such Contribution Period only if he is employed by an Employer or a Related
Company on the last day of the Contribution Period.

6.10     EXCEPTIONS TO ALLOCATION REQUIREMENTS FOR EMPLOYER CONTRIBUTIONS

Notwithstanding any other provision of the Plan to the contrary, the last day
allocation requirement described above shall not apply to a person who
terminates employment during the Contribution Period on or after his Normal
Retirement Date or because of death or Disability.

6.11     VESTING OF EMPLOYER CONTRIBUTIONS

A Participant's vested interest in his Qualified Nonelective Contributions
Sub-Account shall be at all times 100 percent.

A Participant's vested interest in his Regular and Additional Profit-Sharing
Matching Contributions Sub-Accounts shall be determined in accordance with the
following schedule:

<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE                  VESTED INTEREST
------------------------                  ---------------
<S>                                       <C>
Less than one                                     0%
one, but less than two                           10%
two, but less than three                         20%
three, but less than four                        30%
four, but less than five                         40%
five, but less than six                          60%
six, but less than seven                         80%
seven or more                                   100%
</TABLE>

Notwithstanding the foregoing, if a Participant is employed by an Employer or a
Related Company on his Normal Retirement Date, the date he becomes Disabled, or
the date he dies, his vested interest in his Regular and Additional
Profit-Sharing Matching Contributions Sub-Accounts shall be 100 percent.

6.12     ELECTION OF FORMER VESTING SCHEDULE

If the Sponsor adopts an amendment to the Plan that directly or indirectly
affects the computation of a Participant's vested interest in his Employer
Contributions Sub-Account, any Participant with three or more years of Vesting
Service shall have a right to have his vested interest in his Employer
Contributions Sub-Account continue to be determined under the vesting

                                       19

<PAGE>

provisions in effect prior to the amendment rather than under the new vesting
provisions, unless the vested interest of the Participant in his Employer
Contributions Sub-Account under the Plan as amended is not at any time less than
such vested interest determined without regard to the amendment. A Participant
shall exercise his right under this Section by giving written notice of his
exercise thereof to the Administrator within 60 days after the latest of (i) the
date he receives notice of the amendment from the Administrator, (ii) the
effective date of the amendment, or (iii) the date the amendment is adopted.
Notwithstanding the foregoing, a Participant's vested interest in his Employer
Contributions Sub-Account on the effective date of such an amendment shall not
be less than his vested interest in his Employer Contributions Sub-Account
immediately prior to the effective date of the amendment.

                                   ARTICLE VII
                          LIMITATIONS ON CONTRIBUTIONS

7.1      DEFINITIONS

For purposes of this Article, the following terms have the following meanings:

The "AGGREGATE LIMIT" means the sum of (i) 125 percent of the greater of the
average "contribution percentage" for "eligible participants" other than Highly
Compensated Employees or the average "deferral percentage" for Eligible
Employees other than Highly Compensated Employees and (ii) the lesser of 200
percent or two plus the lesser of such average "contribution percentage" or
average "deferral percentage", or, if it would result in a larger "aggregate
limit", the sum of (iii) 125 percent of the lesser of the average "contribution
percentage" for "eligible participants" other than Highly Compensated Employees
or the average "deferral percentage" for Eligible Employees other than Highly
Compensated Employees and (iv) the lesser of 200 percent or two plus the greater
of such average "contribution percentage" or average "deferral percentage". For
purposes of determining the "aggregate limit", the "contribution percentages"
and "deferral percentages" used shall be for the applicable "testing year".

The "ANNUAL ADDITION" with respect to a Participant for a "limitation year"
means the sum of the Tax-Deferred Contributions, Employer Contributions, and
forfeitures allocated to his Account for the "limitation year" (including any
"excess contributions" that are distributed pursuant to this Article), the
employer contributions, "employee contributions", and forfeitures allocated to
his accounts for the "limitation year" under any other qualified defined
contribution plan (whether or not terminated) maintained by an Employer or a
Related Company concurrently with the Plan, and amounts described in Code
Sections 415(l)(2) and 419A(d)(2) allocated to his account for the "limitation
year".

The "CONTRIBUTION PERCENTAGE" with respect to an "eligible participant" for a
particular Plan Year means the ratio of the Matching Contributions made to the
Plan on his behalf for the Plan Year to his "test compensation" for such Plan
Year. To the extent permitted by regulations issued under Code Section 401(m),
the Sponsor may elect to include the Tax-Deferred Contributions and/or Qualified
Nonelective Contributions made to the Plan on an "eligible participant's" behalf
for the Plan Year in computing the numerator of such "eligible

                                       20

<PAGE>

participant's" "contribution percentage". Notwithstanding the foregoing, any
Tax-Deferred Contributions and/or Qualified Nonelective Contributions that are
included in determining the numerator of an "eligible participant's" "deferral
percentage" may not be included in determining the numerator of his
"contribution percentage".

Contributions made on an "eligible participant's" behalf for a Plan Year shall
be included in determining his "contribution percentage" for such Plan Year only
if the contributions are allocated to the "eligible participant's" Account as of
a date within such Plan Year and are made to the Plan before the end of the
12-month period immediately following the Plan Year to which the contributions
relate. For Plan Years in which the "testing year" means the Plan Year preceding
the Plan Year for which the limitation on Matching Contributions described in
Section 7.7 is being determined, contributions included for purposes of
determining the "contribution percentage" for the "testing year" of an "eligible
participant" who is not a Highly Compensated Employee must be made before the
last day of the Plan Year for which the limitation is being determined. The
determination of an "eligible participant's" "contribution percentage" shall be
made after any reduction required to satisfy the Code Section 415 limitations is
made as provided in this Article VII and shall satisfy such other requirements
as may be prescribed by the Secretary of the Treasury.

Effective for Plan Years beginning on or after January 1, 1999, if an Employer
elects to change from the current year testing method to the prior year testing
method, Tax-Deferred Contributions that were included in computing the numerator
of an "eligible participant's" "contribution percentage" under the current year
testing method for the Plan Year immediately preceding the Plan Year in which
the prior year testing method is first effective and Qualified Nonelective
Contributions that were included in computing the numerator of an "eligible
participant's" "contribution percentage" or "deferral percentage" under the
current year testing method for such immediately preceding Plan Year shall not
be included in computing the numerator of a non-Highly Compensated Employee's
"contribution percentage" under the prior year testing method for such
immediately preceding Plan Year.

The "DEFERRAL PERCENTAGE" with respect to an Eligible Employee for a particular
Plan Year means the ratio of the Tax-Deferred Contributions made on his behalf
for the Plan Year to his "test compensation" for the Plan Year. To the extent
permitted by regulations issued under Code Section 401(k), the Sponsor may elect
to include Qualified Nonelective Contributions made to the Plan on the Eligible
Employee's behalf for the Plan Year in computing the numerator of such Eligible
Employee's "deferral percentage". Notwithstanding the foregoing, any
Tax-Deferred Contributions and/or Qualified Nonelective Contributions that are
included in determining the numerator of an Eligible Employee's "contribution
percentage" may not be included in determining the numerator of his "deferral
percentage".

Contributions made on an Eligible Employee's behalf for a Plan Year shall be
included in determining his "deferral percentage" for such Plan Year only if
they meet the following requirements:

                                       21

<PAGE>

(a)      Tax-Deferred Contributions must relate to Compensation that would, but
         for the Eligible Employee's deferral election, have been received by
         the Eligible Employee during such Plan Year.

(b)      The contributions must be allocated to the Eligible Employee's Account
         as of a date within such Plan Year.

(c)      The contributions must be made to the Plan before the end of the
         12-month period immediately following the Plan Year to which they
         relate.

For Plan Years in which the "testing year" means the Plan Year preceding the
Plan Year for which the limitation on Tax-Deferred Contributions described in
Section 7.4 is being determined, Qualified Nonelective Contributions included
for purposes of determining the "deferral percentage" of an Eligible Employee
who is not a Highly Compensated Employee must be made before the last day of the
Plan Year for which the limitation is being determined.

The determination of an Eligible Employee's "deferral percentage" shall be made
after any reduction required to satisfy the Code Section 415 limitations is made
as provided in this Article VII and shall satisfy such other requirements as may
be prescribed by the Secretary of the Treasury.

An "ELECTIVE CONTRIBUTION" means any employer contribution made to a plan
maintained by an Employer or a Related Company on behalf of a Participant in
lieu of cash compensation pursuant to his written election to defer under any
qualified CODA as described in Code Section 401(k), any simplified employee
pension cash or deferred arrangement as described in Code Section 402(h)(1)(B),
any eligible deferred compensation plan under Code Section 457, or any plan as
described in Code Section 501(c)(18), and any contribution made on behalf of the
Participant by an Employer or a Related Company for the purchase of an annuity
contract under Code Section 403(b) pursuant to a salary reduction agreement.

An "ELIGIBLE PARTICIPANT" means any Eligible Employee who is eligible to have
Tax-Deferred Contributions made on his behalf (if Tax-Deferred Contributions are
taken into account in determining "contribution percentages"), or to participate
in the allocation of Matching Contributions (including forfeitures attributable
to Matching Contributions).

An "EMPLOYEE CONTRIBUTION" means any employee after-tax contribution allocated
to an Eligible Employee's account under any qualified plan of an Employer or a
Related Company.

An "EXCESS CONTRIBUTION" means any contribution made to the Plan on behalf of a
Participant that exceeds one of the limitations described in this Article.

An "EXCESS DEFERRAL" with respect to a Participant means that portion of a
Participant's Tax-Deferred Contributions for his taxable year that, when added
to amounts deferred for such taxable year under other plans or arrangements
described in Code Section 401(k), 408(k), or 403(b) (other than any such plan or
arrangement that is maintained by an Employer or a Related Company), would
exceed the dollar limit imposed under Code Section 402(g) as in effect on

                                       22

<PAGE>

January 1 of the calendar year in which such taxable year begins and is
includible in the Participant's gross income under Code Section 402(g).

A "LIMITATION YEAR" means the calendar year.

A "MATCHING CONTRIBUTION" means any employer contribution allocated to an
Eligible Employee's account under any plan of an Employer or a Related Company
solely on account of "elective contributions" made on his behalf or "employee
contributions" made by him.

A "QUALIFIED MATCHING CONTRIBUTION" means any employer contribution allocated to
an Eligible Employee's account under any plan of an Employer or a Related
Company solely on account of "elective contributions" made on his behalf or
"employee contributions" made by him that is a qualified matching contribution
as defined in regulations issued under Code Section 401(k), is nonforfeitable
when made, and is distributable only as permitted in regulations issued under
Code Section 401(k).

A "QUALIFIED NONELECTIVE CONTRIBUTION" means any employer contribution allocated
to an Eligible Employee's account under any plan of an Employer or a Related
Company that the Participant could not elect instead to receive in cash, that is
a qualified nonelective contribution as defined in Code Sections 401(k) and
401(m) and regulations issued thereunder, is nonforfeitable when made, and is
distributable only as permitted in regulations issued under Code Section 401(k).

The "TEST COMPENSATION" of an Eligible Employee or "eligible participant" for a
Plan Year means compensation as defined in Code Section 414(s) and regulations
issued thereunder, limited, however, to $150,000 (subject to adjustment annually
as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that
the dollar increase in effect on January 1 of any calendar year, if any, is
effective for Plan Years beginning in such calendar year) and, if elected by the
Sponsor, further limited solely to "test compensation" of an Employee
attributable to periods of time when he is an Eligible Employee or "eligible
participant". If the "test compensation" of an Eligible Employee or "eligible
participant" is determined over a period of time that contains fewer than 12
calendar months, then the annual compensation limitation described above shall
be adjusted with respect to that Eligible Employee or "eligible participant" by
multiplying the annual compensation limitation in effect for the Plan Year by a
fraction the numerator of which is the number of full months in the period and
the denominator of which is 12; provided, however, that no proration is required
for an Eligible Employee or "eligible participant" who is covered under the Plan
for less than one full Plan Year if the formula for allocations is based on
Compensation for a period of at least 12 months.

The "TESTING YEAR" means the Plan Year for which the limitations on "deferral
percentages" and "contribution percentages" of Highly Compensated Employees are
being determined.

For Plan Years prior to the effective date of this amendment and restatement,
the limitations on "deferral percentages" and "contribution percentages" of
Highly Compensated Employees were determined using the Plan Year immediately
preceding the Plan Year for which the limitations

                                       23

<PAGE>

were being determined as the "testing year". The prior Plan Year was the
"testing year" for the following Plan Year(s): 2000.

7.2      CODE SECTION 402(g) LIMIT

In no event shall the amount of the Tax-Deferred Contributions made on behalf of
an Eligible Employee for his taxable year, when aggregated with any "elective
contributions" made on behalf of the Eligible Employee under any other plan of
an Employer or a Related Company for his taxable year, exceed the dollar limit
imposed under Code Section 402(g), as in effect on January 1 of the calendar
year in which such taxable year begins. In the event that the Administrator
determines that the reduction percentage elected by an Eligible Employee will
result in his exceeding the Code Section 402(g) limit, the Administrator may
adjust the reduction authorization of such Eligible Employee by reducing the
percentage of his Tax-Deferred Contributions to such smaller percentage that
will result in the Code Section 402(g) limit not being exceeded. If the
Administrator determines that the Tax-Deferred Contributions made on behalf of
an Eligible Employee would exceed the Code Section 402(g) limit for his taxable
year, the Tax-Deferred Contributions for such Participant shall be automatically
suspended for the remainder, if any, of such taxable year.

If an Employer notifies the Administrator that the Code Section 402(g) limit has
nevertheless been exceeded by an Eligible Employee for his taxable year, the
Tax-Deferred Contributions that, when aggregated with "elective contributions"
made on behalf of the Eligible Employee under any other plan of an Employer or a
Related Company, would exceed the Code Section 402(g) limit, plus any income and
minus any losses attributable thereto, shall be distributed to the Eligible
Employee no later than the April 15 immediately following such taxable year. Any
Tax-Deferred Contributions that are distributed to an Eligible Employee in
accordance with this Section shall not be taken into account in determining the
Eligible Employee's "deferral percentage" for the "testing year" in which the
Tax-Deferred Contributions were made, unless the Eligible Employee is a Highly
Compensated Employee.

If an amount of Tax-Deferred Contributions is distributed to a Participant in
accordance with this Section, Matching Contributions that are attributable
solely to the distributed Tax-Deferred Contributions, plus any income and minus
any losses attributable thereto, shall be forfeited by the Participant no
earlier than the date on which distribution of Tax-Deferred Contributions
pursuant to this Section occurs and no later than the last day of the Plan Year
following the Plan Year for which the Matching Contributions were made.

7.3      DISTRIBUTION OF EXCESS DEFERRALS

Notwithstanding any other provision of the Plan to the contrary, if a
Participant notifies the Administrator in writing no later than the March 1
following the close of the Participant's taxable year that "excess deferrals"
have been made on his behalf under the Plan for such taxable year, the "excess
deferrals", plus any income and minus any losses attributable thereto, shall be
distributed to the Participant no later than the April 15 immediately following
such taxable year. Any Tax-Deferred Contributions that are distributed to a
Participant in accordance with this

                                       24

<PAGE>

Section shall nevertheless be taken into account in determining the
Participant's "deferral percentage" for the "testing year" in which the
Tax-Deferred Contributions were made. If an amount of Tax-Deferred Contributions
is distributed to a Participant in accordance with this Section, Matching
Contributions that are attributable solely to the distributed Tax-Deferred
Contributions, plus any income and minus any losses attributable thereto, shall
be forfeited by the Participant no earlier than the date on which distribution
of Tax-Deferred Contributions pursuant to this Section occurs and no later than
the last day of the Plan Year following the Plan Year for which the Matching
Contributions were made.

7.4      LIMITATION ON TAX-DEFERRED CONTRIBUTIONS OF HIGHLY COMPENSATED
         EMPLOYEES

Notwithstanding any other provision of the Plan to the contrary, the
Tax-Deferred Contributions made with respect to a Plan Year on behalf of
Eligible Employees who are Highly Compensated Employees may not result in an
average "deferral percentage" for such Eligible Employees that exceeds the
greater of:

(a)      a percentage that is equal to 125 percent of the average "deferral
         percentage" for all other Eligible Employees for the "testing year"; or

(b)      a percentage that is not more than 200 percent of the average "deferral
         percentage" for all other Eligible Employees for the "testing year" and
         that is not more than two percentage points higher than the average
         "deferral percentage" for all other Eligible Employees for the "testing
         year",

unless the "excess contributions", determined as provided in Section 7.5, are
distributed as provided in Section 7.6.

In order to assure that the limitation contained herein is not exceeded with
respect to a Plan Year, the Administrator is authorized to suspend completely
further Tax-Deferred Contributions on behalf of Highly Compensated Employees for
any remaining portion of a Plan Year or to adjust the projected "deferral
percentages" of Highly Compensated Employees by reducing the percentage of their
deferral elections for any remaining portion of a Plan Year to such smaller
percentage that will result in the limitation set forth above not being
exceeded. In the event of any such suspension or reduction, Highly Compensated
Employees affected thereby shall be notified of the reduction or suspension as
soon as possible and shall be given an opportunity to make a new deferral
election to be effective the first day of the next following Plan Year.

In determining the "deferral percentage" for any Eligible Employee who is a
Highly Compensated Employee for the Plan Year, "elective contributions",
"qualified nonelective contributions", and "qualified matching contributions"
(to the extent that "qualified nonelective contributions" and "qualified
matching contributions" are taken into account in determining "deferral
percentages") made to his accounts under any plan of an Employer or a Related
Company that is not mandatorily disaggregated pursuant to IRS regulations
Section 1.410(b)-7(c), as modified by Section 1.401(k)-1(g)(11), shall be
treated as if all such contributions were made to the Plan; provided, however,
that if such a plan has a plan year different from the Plan Year, any such
contributions made to the Highly Compensated Employee's accounts under the

                                       25

<PAGE>

plan for the plan year ending with or within the same calendar year as the Plan
Year shall be treated as if such contributions were made to the Plan.
Notwithstanding the foregoing, such contributions shall not be treated as if
they were made to the Plan if regulations issued under Code Section 401(k) do
not permit such plan to be aggregated with the Plan.

If one or more plans of an Employer or Related Company are aggregated with the
Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or
410(b), then "deferral percentages" under the Plan shall be calculated as if the
Plan and such one or more other plans were a single plan. Plans may be
aggregated to satisfy Code Section 401(k) only if they have the same plan year.

The Administrator shall maintain records sufficient to show that the limitation
contained in this Section was not exceeded with respect to any Plan Year and the
amount of the "qualified nonelective contributions" and/or "qualified matching
contributions" taken into account in determining "deferral percentages" for any
Plan Year.

7.5      DETERMINATION AND ALLOCATION OF EXCESS TAX-DEFERRED CONTRIBUTIONS AMONG
         HIGHLY COMPENSATED EMPLOYEES

Notwithstanding any other provision of the Plan to the contrary, in the event
that the limitation on Tax-Deferred Contributions described in Section 7.4 is
exceeded in any Plan Year, the Administrator shall determine the dollar amount
of the excess by reducing the dollar amount of the contributions included in
determining the "deferral percentage" of Highly Compensated Employees in order
of their "deferral percentages" as follows:

(a)      The highest "deferral percentage(s)" shall be reduced to the greater of
         (1) the maximum "deferral percentage" that satisfies the limitation on
         Tax-Deferred Contributions described in Section 7.4 or (2) the next
         highest "deferral percentage".

(b)      If the limitation on Tax-Deferred Contributions described in Section
         7.4 would still be exceeded after application of the provisions of
         paragraph (a), the Administrator shall continue reducing "deferral
         percentages" of Highly Compensated Employees, continuing with the next
         highest "deferral percentage", in the manner provided in paragraph (a)
         until the limitation on Tax-Deferred Contributions described in Section
         7.4 is satisfied.

The determination of the amount of "excess contributions" hereunder shall be
made after Tax-Deferred Contributions and "excess deferrals" have been
distributed pursuant to Sections 7.2 and 7.3, if applicable.

After determining the dollar amount of the "excess contributions" that have been
made to the Plan, the Administrator shall allocate such excess among Highly
Compensated Employees in order of the dollar amount of the Tax-Deferred
Contributions (to the extent such contributions are included in determining
"deferral percentages") allocated to their Accounts as follows:

(c)      The contributions made on behalf of the Highly Compensated Employee(s)
         with the largest dollar amount of Tax-Deferred Contributions allocated
         to his Account for the Plan

                                       26

<PAGE>

         Year shall be reduced by the dollar amount of the excess (with such
         dollar amount being allocated equally among all such Highly Compensated
         Employees), but not below the dollar amount of such contributions made
         on behalf of the Highly Compensated Employee(s) with the next highest
         dollar amount of such contributions allocated to his Account for the
         Plan Year.

(d)      If the excess has not been fully allocated after application of the
         provisions of paragraph (c), the Administrator shall continue reducing
         the contributions made on behalf of Highly Compensated Employees,
         continuing with the Highly Compensated Employees with the largest
         remaining dollar amount of such contributions allocated to their
         Accounts for the Plan Year, in the manner provided in paragraph (c)
         until the entire excess determined above has been allocated.

7.6      DISTRIBUTION OF EXCESS TAX-DEFERRED CONTRIBUTIONS

"Excess contributions" allocated to a Highly Compensated Employee pursuant to
the preceding Section, plus any income and minus any losses attributable
thereto, shall be distributed to the Highly Compensated Employee prior to the
end of the next succeeding Plan Year. If such excess amounts are distributed
more than 2 1/2 months after the last day of the Plan Year for which the excess
occurred, an excise tax may be imposed under Code Section 4979 on the Employer
maintaining the Plan with respect to such amounts.

If an amount of Tax-Deferred Contributions is distributed to a Participant in
accordance with this Section, Matching Contributions that are attributable
solely to the distributed Tax-Deferred Contributions, plus any income and minus
any losses attributable thereto, shall be forfeited by the Participant no
earlier than the date on which distribution of Tax-Deferred Contributions
pursuant to this Section occurs and no later than the last day of the Plan Year
following the Plan Year for which the Matching Contributions were made.

7.7      LIMITATION ON MATCHING CONTRIBUTIONS OF HIGHLY COMPENSATED EMPLOYEES

Notwithstanding any other provision of the Plan to the contrary, the Matching
Contributions made with respect to a Plan Year on behalf of "eligible
participants" who are Highly Compensated Employees may not result in an average
"contribution percentage" for such "eligible participants" that exceeds the
greater of:

(a)      a percentage that is equal to 125 percent of the average "contribution
         percentage" for all other "eligible participants" for the "testing
         year"; or

(b)      a percentage that is not more than 200 percent of the average
         "contribution percentage" for all other "eligible participants" for the
         "testing year" and that is not more than two percentage points higher
         than the average "contribution percentage" for all other "eligible
         participants" for the "testing year",

unless the "excess contributions", determined as provided in Section 7.8, are
forfeited or distributed as provided in Section 7.9.

                                       27

<PAGE>

In determining the "contribution percentage" for any "eligible participant" who
is a Highly Compensated Employee for the Plan Year, "matching contributions",
"employee contributions", "qualified nonelective contributions", and "elective
contributions" (to the extent that "qualified nonelective contributions" and
"elective contributions" are taken into account in determining "contribution
percentages") made to his accounts under any plan of an Employer or a Related
Company that is not mandatorily disaggregated pursuant to IRS regulations
Section 1.410(b)-7(c), as modified by IRS regulations Section 1.401(k)-1(g)(11),
shall be treated as if all such contributions were made to the Plan; provided,
however, that if such a plan has a plan year different from the Plan Year, any
such contributions made to the Highly Compensated Employee's accounts under the
plan for the plan year ending with or within the same calendar year as the Plan
Year shall be treated as if such contributions were made to the Plan.
Notwithstanding the foregoing, such contributions shall not be treated as if
they were made to the Plan if regulations issued under Code Section 401(m) do
not permit such plan to be aggregated with the Plan.

If one or more plans of an Employer or a Related Company are aggregated with the
Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or
410(b), the "contribution percentages" under the Plan shall be calculated as if
the Plan and such one or more other plans were a single plan. Plans may be
aggregated to satisfy Code Section 401(m) only if they have the same plan year.

The Administrator shall maintain records sufficient to show that the limitation
contained in this Section was not exceeded with respect to any Plan Year and the
amount of the "elective contributions", "qualified nonelective contributions",
and/or "qualified matching contributions" taken into account in determining
"contribution percentages" for any Plan Year.

7.8      DETERMINATION AND ALLOCATION OF EXCESS MATCHING CONTRIBUTIONS AMONG
         HIGHLY COMPENSATED EMPLOYEES

Notwithstanding any other provision of the Plan to the contrary, in the event
that the limitation on Matching Contributions described in Section 7.7 is
exceeded in any Plan Year, the Administrator shall determine the dollar amount
of the excess by reducing the dollar amount of the contributions included in
determining the "contribution percentage" of Highly Compensated Employees in
order of their "contribution percentages" as follows:

(a)      The highest "contribution percentage(s)" shall be reduced to the
         greater of (1) the maximum "contribution percentage" that satisfies the
         limitation on Matching Contributions described in Section 7.7 or (2)
         the next highest "contribution percentage".

(b)      If the limitation on Matching Contributions described in Section 7.7
         would still be exceeded after application of the provisions of
         paragraph (a), the Administrator shall continue reducing "contribution
         percentages" of Highly Compensated Employees, continuing with the next
         highest "contribution percentage", in the manner provided in

                                       28

<PAGE>

         paragraph (a) until the limitation on Matching Contributions described
         in Section 7.7 is satisfied.

The determination of the amount of excess Matching Contributions shall be made
after application of Sections 7.2, 7.3, and 7.6, if applicable.

After determining the dollar amount of the "excess contributions" that have been
made to the Plan, the Administrator shall allocate such excess among Highly
Compensated Employees in order of the dollar amount of the Matching and
Tax-Deferred Contributions (to the extent such contributions are included in
determining "contribution percentages") allocated to their Accounts as follows:

(c)      The contributions made on behalf of the Highly Compensated Employee(s)
         with the largest dollar amount of Matching and Tax-Deferred
         Contributions allocated to his Account for the Plan Year shall be
         reduced by the dollar amount of the excess (with such dollar amount
         being allocated equally among all such Highly Compensated Employees),
         but not below the dollar amount of such contributions made on behalf of
         the Highly Compensated Employee(s) with the next highest dollar amount
         of such contributions allocated to his Account for the Plan Year.

(d)      If the excess has not been fully allocated after application of the
         provisions of paragraph (c), the Administrator shall continue reducing
         the contributions made on behalf of Highly Compensated Employees,
         continuing with the Highly Compensated Employees with the largest
         remaining dollar amount of such contributions allocated to their
         Accounts for the Plan Year, in the manner provided in paragraph (c)
         until the entire excess determined above has been allocated.

7.9      FORFEITURE OR DISTRIBUTION OF EXCESS CONTRIBUTIONS

"Excess contributions" allocated to a Highly Compensated Employee pursuant to
the preceding Section, plus any income and minus any losses attributable
thereto, shall be forfeited, to the extent forfeitable, or distributed to the
Participant prior to the end of the next succeeding Plan Year as hereinafter
provided. If such excess amounts are distributed more than 2 1/2 months after
the last day of the Plan Year for which the excess occurred, an excise tax may
be imposed under Code Section 4979 on the Employer maintaining the Plan with
respect to such amounts.

The distribution or forfeiture requirement of this Section shall be satisfied by
reducing contributions made by or on behalf of the Highly Compensated Employee
to the extent necessary in the following order:

(a)      Matching Contributions included in determining the Highly Compensated
         Employee's "contribution percentage" shall be distributed or forfeited,
         as appropriate.

(b)      Tax-Deferred Contributions included in determining the Highly
         Compensated Employee's "contribution percentage" shall be distributed.

                                       29

<PAGE>

Excess Matching Contributions shall be distributed only to the extent a
Participant has a vested interest in his Matching Contributions Sub-Account and
shall otherwise be forfeited. Any amounts forfeited with respect to a
Participant pursuant to this Section shall be treated as a forfeiture under the
Plan no later than the last day of the Plan Year following the Plan Year for
which the Matching Contributions were made.

7.10     MULTIPLE USE LIMITATION

Notwithstanding any other provision of the Plan to the contrary, the following
multiple use limitation as required under Code Section 401(m) shall apply: the
sum of the average "deferral percentage" for Eligible Employees who are Highly
Compensated Employees and the average "contribution percentage" for "eligible
participants" who are Highly Compensated Employees may not exceed the "aggregate
limit". In the event that, after satisfaction of the limitations provided under
this Article, it is determined that contributions under the Plan fail to satisfy
the multiple use limitation contained herein, the multiple use limitation shall
be satisfied by further reducing the "contribution percentages" of "eligible
participants" who are Highly Compensated Employees to the extent necessary to
eliminate the excess, as provided in the preceding Sections. Instead of reducing
"contribution percentages", the Administrator may determine to satisfy the
multiple use limitation in an alternative manner, consistently applied, that may
be permitted by regulations issued under Code Section 401(m).

7.11     TREATMENT OF FORFEITED MATCHING CONTRIBUTIONS

Any Matching Contributions that are forfeited pursuant to the provisions of the
preceding Sections of this Article shall be treated as a forfeiture under the
Plan and applied in accordance with the provisions of Article XIV.

7.12     DETERMINATION OF INCOME OR LOSS

The income or loss attributable to "excess contributions" that are distributed
pursuant to this Article shall be determined by multiplying the income or loss
for the preceding Plan Year attributable to the Employee's Sub-Account to which
the "excess contributions" were credited by a fraction, the numerator of which
is the "excess contributions" made to such Sub-Account on the Employee's behalf
for the preceding Plan Year and the denominator of which is (a) the balance of
the Sub-Account on the last day of the preceding Plan Year, (b) reduced by the
gain attributable to contributions to such Sub-Account for the preceding Plan
Year, and (c) increased by the loss attributable to contributions to such
Sub-Account for the preceding Plan Year.

7.13     CODE SECTION 415 LIMITATIONS ON CREDITING OF CONTRIBUTIONS AND
         FORFEITURES

Notwithstanding any other provision of the Plan to the contrary, the "annual
addition" with respect to a Participant for a "limitation year" shall in no
event exceed the lesser of (i) $30,000 (adjusted as provided in Code Section
415(d)) or (ii) 25 percent of the Participant's compensation, as defined in Code
Section 415(c)(3) and regulations issued thereunder, for the "limitation year";
provided, however, that the limit in clause (i) shall be pro-rated for any short
"limitation year". If the "annual addition" to the Account of a Participant in
any "limitation

                                       30

<PAGE>

year" would otherwise exceed the amount that may be applied for his benefit
under the limitation contained in this Section, the limitation shall be
satisfied by reducing contributions made to the Participant's Account to the
extent necessary in the following order:

         Tax-Deferred Contributions made on behalf of the Participant for the
         "limitation year" that have not been matched, if any, shall be reduced.

         Tax-Deferred Contributions made on behalf of the Participant for the
         "limitation year" that have been matched, if any, and the Matching
         Contributions attributable thereto shall be reduced pro rata.

         Forfeitures otherwise allocable to the Participant's Account for the
         "limitation year", if any, shall be reduced.

         Qualified Nonelective Contributions otherwise allocable to the
         Participant's Account for the "limitation year", if any, shall be
         reduced.

The amount of any reduction of Tax-Deferred Contributions (plus any income
attributable thereto) shall be returned to the Participant. The amount of any
reduction of Employer Contributions shall be deemed a forfeiture for the
"limitation year".

Amounts deemed to be forfeitures under this Section shall be held unallocated in
a suspense account established for the "limitation year" and shall be applied
against the Employer's contribution obligation for the next following
"limitation year" (and succeeding "limitation years", as necessary). If a
suspense account is in existence at any time during a "limitation year", all
amounts in the suspense account must be applied against the Employer's
contribution obligation before any further contributions that would constitute
"annual additions" may be made to the Plan.

For purposes of this Article, excesses shall result only from the allocation of
forfeitures, a reasonable error in estimating a Participant's annual
compensation (as defined in Code Section 415(c)(3) and regulations issued
thereunder), a reasonable error in determining the amount of "elective
contributions" that may be made with respect to any Participant under the limits
of Code Section 415, or other limited facts and circumstances that justify the
availability of the provisions set forth above.

7.14     APPLICATION OF CODE SECTION 415 LIMITATIONS WHERE PARTICIPANT IS
         COVERED UNDER OTHER QUALIFIED DEFINED CONTRIBUTION PLAN

If a Participant is covered by any other qualified defined contribution plan
(whether or not terminated) maintained by an Employer or a Related Company
concurrently with the Plan, and if the "annual addition" for the "limitation
year" would otherwise exceed the amount that may be applied for the
Participant's benefit under the limitation contained in the preceding Section,
such excess shall be reduced first by reducing "annual additions" under the Plan
as provided in the

                                       31

<PAGE>

preceding Section. If the limitation contained in the preceding Section still is
not satisfied, such excess shall be reduced as provided in the defined
contribution plans other than the Plan.

7.15     SCOPE OF LIMITATIONS

The Code Section 415 limitations contained in the preceding Sections shall be
applicable only with respect to benefits provided pursuant to defined
contribution plans and defined benefit plans described in Code Section 415(k).
For purposes of applying the Code Section 415 limitations contained in the
preceding Sections, the term "Related Company" shall be adjusted as provided in
Code Section 415(h).

                                  ARTICLE VIII
                            TRUST FUNDS AND ACCOUNTS

8.1      INVESTMENT FUNDS

The Sponsor shall determine the number and type of Investment Funds and shall
communicate the same and any changes therein in writing to the Administrator and
the Trustee. Each Investment Fund shall be held and administered as a separate
common trust fund. The interest of each Participant or Beneficiary under the
Plan in any Investment Fund shall be an undivided interest.

8.2      LOAN INVESTMENT FUND

If a loan from the Plan to a Participant is approved in accordance with the
provisions of Article XII, the Sponsor shall direct the establishment and
maintenance of a loan Investment Fund in the Participant's name. The assets of
the loan Investment Fund shall be held as a separate trust fund. A Participant's
loan Investment Fund shall be invested in the note(s) reflecting the loan(s)
made to the Participant in accordance with the provisions of Article XII.
Notwithstanding any other provision of the Plan to the contrary, income received
with respect to a Participant's loan Investment Fund shall be allocated and the
loan Investment Fund shall be administered as provided in Article XII.

8.3      EMPLOYER STOCK INVESTMENT FUND

The Sponsor shall direct the establishment and maintenance of an Employer stock
Investment Fund to which Employer Contributions shall be allocated together with
any other contributions that a Participant elects to have allocated to the
Employer stock Investment Fund. The Employer stock Investment Fund shall be held
and administered as a separate common trust fund. The interest of each
Participant or Beneficiary under the Plan in the Employer stock Investment Fund
shall be an undivided interest. The Employer stock Investment Fund is intended
to be invested primarily in equity securities issued by an Employer or a Related
Company that are publicly traded and are "qualifying employer securities" as
defined in ERISA Section 407(d)(5). In no event may a Participant's Tax-Deferred
Contributions made for any Plan Year beginning on or after January 1, 1999 in
excess of one percent of the Participant's Compensation for such Plan Year be
required to be invested in such equity securities.

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<PAGE>

8.4      INCOME ON TRUST

Any dividends, interest, distributions, or other income received by the Trustee
with respect to any Trust Fund maintained hereunder shall be allocated by the
Trustee to the Trust Fund for which the income was received.

8.5      ACCOUNTS

As of the first date a contribution is made by or on behalf of an Employee there
shall be established an Account in his name reflecting his interest in the
Trust. Each Account shall be maintained and administered for each Participant
and Beneficiary in accordance with the provisions of the Plan. The balance of
each Account shall be the balance of the account after all credits and charges
thereto, for and as of such date, have been made as provided herein.

8.6      SUB-ACCOUNTS

A Participant's Account shall be divided into such separate, individual
Sub-Accounts as are necessary or appropriate to reflect the Participant's
interest in the Trust.

                                   ARTICLE IX
                            LIFE INSURANCE CONTRACTS

9.1      NO LIFE INSURANCE CONTRACTS

A Participant's Account may not be invested in life insurance contracts on the
life of the Participant.

                                    ARTICLE X
                     DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1     FUTURE CONTRIBUTION INVESTMENT ELECTIONS

Each Eligible Employee shall make an investment election in the manner and form
prescribed by the Administrator directing the manner in which the contributions
made on his behalf, other than Employer Contributions, shall be invested. An
Eligible Employee's investment election shall specify the percentage, in the
percentage increments prescribed by the Administrator, of such contributions
that shall be allocated to one or more of the Investment Funds with the sum of
such percentages equaling 100 percent. The investment election by a Participant
shall remain in effect until his entire interest under the Plan is distributed
or forfeited in accordance with the provisions of the Plan or until he records a
change of investment election with the Administrator, in such form as the
Administrator shall prescribe. If recorded in accordance with any rules
prescribed by the Administrator, a Participant's change of investment election
may be implemented effective as soon as administratively possible.

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<PAGE>

10.2     DEPOSIT OF CONTRIBUTIONS

All contributions made on a Participant's behalf, other than Employer
Contributions, shall be deposited in the Trust and allocated among the
Investment Funds including the Employer stock Investment Fund in accordance with
the Participant's currently effective investment election; provided, however,
that any contributions made to the Plan in qualifying employer securities shall
be allocated to the Employer stock Investment Fund, pending directions to the
Administrator regarding their future investment. If no investment election is
recorded with the Administrator at the time contributions are to be deposited to
a Participant's Account, his contributions shall be allocated among the
Investment Funds as directed by the Administrator. All Employer Contributions
shall be deposited in the Trust and allocated to the Employer stock Investment
Fund.

10.3     ELECTION TO TRANSFER BETWEEN FUNDS

Subject to any restrictions or limitations applicable to a particular Investment
Fund, a Participant may elect to transfer investments from any Investment Fund
to any other Investment Fund; provided, however, that a Participant may elect to
transfer Matching Contributions allocated to the Participant's Account from the
Employer stock Investment Fund to another Investment Fund only if the
Participant is 100% vested in his Account. The Participant's transfer election
shall specify either (i) a percentage, in the percentage increments prescribed
by the Administrator, of the amount eligible for transfer, which percentage may
not exceed 100 percent, or (ii) a dollar amount that is to be transferred. Any
transfer election must be recorded with the Administrator, in such form as the
Administrator shall prescribe. Subject to any restrictions pertaining to a
particular Investment Fund, if recorded in accordance with any rules prescribed
by the Administrator, a Participant's transfer election may be implemented
effective as soon as administratively possible.

10.4     404(c) PROTECTION

The Plan is intended to constitute a plan described in ERISA Section 404(c) and
regulations issued thereunder. The fiduciaries of the Plan may be relieved of
liability for any losses that are the direct and necessary result of investment
instructions given by a Participant, his Beneficiary, or an alternate payee
under a qualified domestic relations order.

                                   ARTICLE XI
                         CREDITING AND VALUING ACCOUNTS

11.1     CREDITING ACCOUNTS

All contributions made under the provisions of the Plan shall be credited to
Accounts in the Trust Funds by the Trustee, in accordance with procedures
established in writing by the Administrator, either when received or on the
succeeding Valuation Date after valuation of the Trust Fund has been completed
for such Valuation Date as provided in Section 11.2, as shall be determined by
the Administrator.

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<PAGE>

11.2     VALUING ACCOUNTS

Accounts in the Trust Funds shall be valued by the Trustee on the Valuation
Date, in accordance with procedures established in writing by the Administrator,
either in the manner adopted by the Trustee and approved by the Administrator or
in the manner set forth in Section 11.3 as Plan valuation procedures, as
determined by the Administrator.

11.3     PLAN VALUATION PROCEDURES

The assets of the Trust will be valued on each Valuation Date at fair market
value. On such date, the earnings and losses of the Trust will be allocated to
each Participant's Account according to the ratio of such Account balance to all
Account balances, or by utilizing any other formula as is appropriate under the
circumstances.

The Administrator may, for administrative purposes, establish unit values for
one or more Investment Fund (or any portion thereof) and maintain the accounts
setting forth each Participant's interest in such Investment Fund (or any
portion thereof) in terms of such units, all in accordance with such rules and
procedures as the Administrator shall deem to be fair, equitable, and
administratively practicable. In the event that unit accounting is thus
established for an Investment Fund (or any portion thereof), the value of a
Participant's interest in that Investment Fund (or any portion thereof) at any
time shall be an amount equal to the then value of a unit in such Investment
Fund (or any portion thereof) multiplied by the number of units then credited to
the Participant.

11.4     FINALITY OF DETERMINATIONS

The Trustee shall have exclusive responsibility for determining the value of
each Account maintained hereunder. The Trustee's determinations thereof shall be
conclusive upon all interested parties.

11.5     NOTIFICATION

Within a reasonable period of time after the end of each Plan Year, the
Administrator shall notify each Participant and Beneficiary of the value of his
Account and Sub-Accounts as of a Valuation Date during the Plan Year.

                                   ARTICLE XII
                                      LOANS

12.1     APPLICATION FOR LOAN

A Participant who is a party in interest as defined in ERISA Section 3(14) may
make application to the Administrator for a loan from his Account. Loans shall
be made to Participants in accordance with written guidelines which are hereby
incorporated into and made a part of the Plan. To the extent that such written
guidelines comply with the requirements of Code Section

                                       35

<PAGE>

72(p), but are inconsistent with the provisions of this Article, such written
guidelines shall be given effect.

As collateral for any loan granted hereunder, the Participant shall grant to the
Plan a security interest in his vested interest under the Plan equal to the
amount of the loan; provided, however, that in no event may the security
interest exceed 50 percent of the Participant's vested interest under the Plan
determined as of the date as of which the loan is originated in accordance with
Plan provisions. In the case of a Participant who is an active employee, the
Participant also shall enter into an agreement to repay the loan by payroll
withholding. No loan in excess of 50 percent of the Participant's vested
interest under the Plan shall be made from the Plan. Loans shall not be made
available to Highly Compensated Employees in an amount greater than the amount
made available to other employees.

A loan shall not be granted unless the Participant consents to the charging of
his Account for unpaid principal and interest amounts in the event the loan is
declared to be in default. If the Participant's Account is subject to the
"automatic annuity" provisions of the addendum, the Participant's spouse must
consent in writing to any loan hereunder.

12.2     REDUCTION OF ACCOUNT UPON DISTRIBUTION

Notwithstanding any other provision of the Plan, the amount of a Participant's
Account that is distributable to the Participant or his Beneficiary under
Article XIII or XV shall be reduced by the portion of his vested interest that
is held by the Plan as security for any loan outstanding to the Participant,
provided that the reduction is used to repay the loan. If distribution is made
because of the Participant's death prior to the commencement of distribution of
his Account and the Participant's vested interest in his Account is payable to
more than one individual as Beneficiary, then the balance of the Participant's
vested interest in his Account shall be adjusted by reducing the vested account
balance by the amount of the security used to repay the loan, as provided in the
preceding sentence, prior to determining the amount of the benefit payable to
each such individual.

12.3     REQUIREMENTS TO PREVENT A TAXABLE DISTRIBUTION

Notwithstanding any other provision of the Plan to the contrary, the following
terms and conditions shall apply to any loan made to a Participant under this
Article:

(a)      The amount of any loan to a Participant (when added to the outstanding
         balance of all other loans to the Participant from the Plan or any
         other plan maintained by an Employer or a Related Company) shall not
         exceed the lesser of:

         (i)      $50,000, reduced by the excess, if any, of the highest
                  outstanding balance of any other loan to the Participant from
                  the Plan or any other plan maintained by an Employer or a
                  Related Company during the preceding 12-month period over the
                  outstanding balance of such loans on the date a loan is made
                  hereunder; or

                                       36

<PAGE>

         (ii)     50 percent of the vested portions of the Participant's Account
                  and his vested interest under all other plans maintained by an
                  Employer or a Related Company.

(b)      The term of any loan to a Participant shall be no greater than five
         years, except in the case of a loan used to acquire any dwelling unit
         which within a reasonable period of time is to be used (determined at
         the time the loan is made) as a principal residence (as defined in Code
         Section 121) of the Participant.

(c)      Substantially level amortization shall be required over the term of the
         loan with payments made not less frequently than quarterly, except that
         if so provided in the written guidelines applicable to Plan loans, the
         amortization schedule may be waived and payments suspended while a
         Participant is on a leave of absence from employment with an Employer
         or any Related Company (for periods in which the Participant does not
         perform military service as described in paragraph (e)), provided that
         all of the following requirements are met:

         (i)      Such leave is either without pay or at a reduced rate of pay
                  that, after withholding for employment and income taxes, is
                  less than the amount required to be paid under the
                  amortization schedule;

         (ii)     Payments resume after the earlier of (a) the date such leave
                  of absence ends or (b) the one-year anniversary of the date
                  such leave began;

         (iii)    The period during which payments are suspended does not exceed
                  one year;

         (iv)     Payments resume in an amount not less than the amount required
                  under the original amortization schedule; and

         (v)      The waiver of the amortization schedule does not extend the
                  period of the loan beyond the maximum period permitted under
                  this Article.

(d)      If a Participant is absent from employment with any Employer or any
         Related Company for a period during which he performs services in the
         uniformed services (as defined in chapter 45 of title 38 of the United
         States Code), whether or not such services constitute qualified
         military service, the suspension of payments shall not be taken into
         account for purposes of applying either paragraph (c) or paragraph (d)
         of this Section provided that all of the following requirements are
         met:

         (i)      Payments resume upon completion of such military service;

         (ii)     Payments resume in an amount not less than the amount required
                  under the original amortization schedule and continue in such
                  amount until the loan is repaid in full;

         (iii)    Upon resumption, payments are made no less frequently than
                  required under the original amortization schedule and continue
                  under such schedule until the loan is repaid in full; and

                                       37

<PAGE>

         (iv)     The loan is repaid in full, including interest accrued during
                  the period of such military service, no later than the last
                  scheduled repayment date under the original amortization
                  schedule extended by the period of such military service.

(e)      The loan shall be evidenced by a legally enforceable agreement that
         demonstrates compliance with the provisions of this section.

12.4     ADMINISTRATION OF LOAN INVESTMENT FUND

Upon approval of a loan to a Participant, the Administrator shall direct the
Trustee to transfer an amount equal to the loan amount from the Investment Funds
in which it is invested, as directed by the Administrator, to the loan
Investment Fund established in the Participant's name. Any loan approved by the
Administrator shall be made to the Participant out of the Participant's loan
Investment Fund. All principal and interest paid by the Participant on a loan
made under this Article shall be deposited to his Account and shall be allocated
upon receipt among the Investment Funds in accordance with the Participant's
currently effective investment election. The balance of the Participant's loan
Investment Fund shall be decreased by the amount of principal payments and the
loan Investment Fund shall be terminated when the loan has been repaid in full.

12.5     DEFAULT

If either (1) a Participant fails to make or cause to be made, any payment
required under the terms of the loan by the end of the calendar quarter
following the calendar quarter in which the payment was due, unless payment is
not made because the Participant is on a leave of absence and the amortization
schedule is waived as provided in Section 12.3(d) or (e), or (2) there is an
outstanding principal balance existing on a loan after the last scheduled
repayment date (extended as provided in Section 12.3(e), if applicable), the
Administrator shall direct the Trustee to declare the loan to be in default, and
the entire unpaid balance of such loan, together with accrued interest, shall be
immediately due and payable. In any such event, if such balance and interest
thereon is not then paid, the Trustee shall charge the Account of the borrower
with the amount of such balance and interest as of the earliest date a
distribution may be made from the Plan to the borrower without adversely
affecting the tax qualification of the Plan or of the cash or deferred
arrangement.

12.6     DEEMED DISTRIBUTION UNDER CODE SECTION 72(p)

If a Participant's loan is in default as provided in Section 12.5, the
Participant shall be deemed to have received a taxable distribution in the
amount of the outstanding loan balance as required under Code Section 72(p),
whether or not distribution may actually be made from the Plan without adversely
affecting the tax qualification of the Plan; provided, however, that the taxable
portion of such deemed distribution shall be reduced in accordance with the
provisions of Code Section 72(e) to the extent the deemed distribution is
attributable to the Participant's After-Tax Contributions.

                                       38

<PAGE>

If a Participant is deemed to have received distribution of an outstanding loan
balance hereunder, no further loans may be made to such Participant from his
Account unless there is a legally enforceable arrangement among the Participant,
the Plan, and the Participant's employer that repayment of such loan shall be
made by payroll withholding.

12.7     TREATMENT OF OUTSTANDING BALANCE OF LOAN DEEMED DISTRIBUTED UNDER CODE
         SECTION 72(P)

With respect to any loan made on or after January 1, 2002, the balance of such
loan that is deemed to have been distributed to a Participant hereunder shall
cease to be an outstanding loan for purposes of Code Section 72(p) and a
Participant shall not be treated as having received a taxable distribution when
his Account is offset by such outstanding loan balance as provided in Section
12.5. Any interest that accrues on a loan after it is deemed to have been
distributed shall not be treated as an additional loan to the Participant and
shall not be included in the Participant's taxable income as a deemed
distribution. Notwithstanding the foregoing, however, unless a Participant
repays such loan, with interest, the amount of such loan, with interest thereon
calculated as provided in the original loan note, shall continue to be
considered an outstanding loan for purposes of determining the maximum
permissible amount of any subsequent loan under Section 12.3(b).

A Participant may elect to make a single sum payment of the total outstanding
balance of such loan after it is deemed to have been distributed hereunder. Such
payment shall be treated as an After-Tax Contribution to the Plan solely for
purposes of determining the taxable portion of the Participant's Account and
shall not be treated as an After-Tax Contribution for any other Plan purpose,
including application of the limitations on contributions applicable under Code
Sections 401(m) and 415.

12.8     SPECIAL RULES APPLICABLE TO LOANS

Any loan made hereunder shall be subject to the following rules:

(a)      Loans Limited to Eligible Employees: No loans shall be made to an
         Employee who makes a Rollover Contribution in accordance with Article
         V, but who is not an Eligible Employee as provided in Article III.

(b)      Minimum Loan Amount: A Participant may not request a loan for less than
         $1,000.

(c)      Maximum Number of Outstanding Loans: A Participant may not have more
         than two outstanding loans at any time. A Participant with two
         outstanding loans may not apply for another loan until all but one of
         the existing loans is repaid in full and may not refinance an existing
         loan or obtain a third loan for the purpose of paying off an existing
         loan. The provisions of this paragraph shall not apply to any loans
         made prior to the effective date of this amendment and restatement;
         provided, however, that any such loan shall be taken into account in
         determining whether a Participant may apply for a new loan hereunder.

                                       39

<PAGE>

(d)      Limit on Loans Made During 12-Month Period: Regardless of the number of
         loans outstanding to a Participant, no more than two loans shall be
         made to the Participant during a calendar year, Plan Year, or such
         other consistent 12-month period designated by the Administrator.

(e)      Maximum Period for Principal Residence Loan: The term of any loan to a
         Participant that is used to acquire any dwelling unit which within a
         reasonable period of time is to be used (determined at the time the
         loan is made) as a principal residence (as defined in Code Section 121)
         of the Participant shall be no greater than 30 years.

(f)      Pre-Payment Without Penalty: A Participant may pre-pay the balance of
         any loan hereunder prior to the date it is due without penalty.

(g)      Effect of Termination of Employment: Upon a Participant's termination
         of employment, the balance of any outstanding loan hereunder shall
         immediately become due and owing.

(h)      No Roll Over of Loans: A Participant may not elect to roll over any
         loan note held pursuant to the provisions of this Article.

12.9     LOANS GRANTED PRIOR TO AMENDMENT

Notwithstanding any other provision of this Article to the contrary, any loan
made under the provisions of the Plan as in effect prior to this amendment and
restatement shall remain outstanding until repaid in accordance with its terms
or the otherwise applicable Plan provisions.

                                  ARTICLE XIII
                           WITHDRAWALS WHILE EMPLOYED

13.1     NON-HARDSHIP WITHDRAWALS OF ROLLOVER CONTRIBUTIONS

A Participant who is employed by an Employer or a Related Company may elect at
any time, subject to the limitations and conditions prescribed in this Article,
to make a cash withdrawal or, if the Participant's Account is subject to the
"automatic annuity" provisions of the Addendum, a withdrawal through the
purchase of a Qualified Joint and Survivor Annuity or a Single Life Annuity as
provided in the Addendum from his Rollover Contributions Sub-Account.

13.2     AGE 59 1/2 WITHDRAWALS

A Participant who is employed by an Employer or a Related Company and who has
attained age 59 1/2 may elect, subject to the limitations and conditions
prescribed in this Article, to make a cash withdrawal or, if the Participant's
Account is subject to the "automatic annuity" provisions of the Addendum, a
withdrawal through the purchase of a Qualified Joint and Survivor Annuity or a
Single Life Annuity as provided in the Addendum from his vested interest in any
of the following Sub-Accounts:

(a)      his Tax-Deferred Contributions Sub-Account.

                                       40

<PAGE>

(b)      his After-Tax Contributions Sub-Account.

(c)      his Regular Matching Contributions Sub-Account.

(d)      his Additional Profit-Sharing Matching Contributions Sub-Account.

13.3     OVERALL LIMITATIONS ON NON-HARDSHIP WITHDRAWALS

Non-hardship withdrawals made pursuant to this Article shall be subject to the
following conditions and limitations:

(a)      A Participant must apply for a non-hardship withdrawal such number of
         days prior to the date as of which it is to be effective as the
         Administrator may prescribe.

(b)      Withdrawals may be made effective as soon as administratively
         practicable after the Administrator's approval of the Participant's
         withdrawal application.

(c)      A Participant may not make more than two non-hardship withdrawals from
         his Rollover Contributions Sub-Account in accordance with the
         provisions of this Article during the Plan Year.

(d)      If a Participant's Account is subject to the "automatic annuity"
         provisions of the Addendum, the Participant's spouse must consent to
         any withdrawal hereunder, unless the withdrawal is made in the form of
         a Qualified Joint and Survivor Annuity.

13.4     HARDSHIP WITHDRAWALS

A Participant who is employed by an Employer or a Related Company and who is
determined by the Administrator to have incurred a hardship in accordance with
the provisions of this Article may elect, subject to the limitations and
conditions prescribed in this Article, to make a cash withdrawal or, if the
Participant's Account is subject to the "automatic annuity" provisions of the
Addendum, a withdrawal through the purchase of a Qualified Joint and Survivor
Annuity or a Single Life Annuity as provided in the Addendum from his vested
interest in any of the following Sub-Accounts:

(a)      his Tax-Deferred Contributions Sub-Account, excluding any income
         credited to such Sub-Account.

(b)      his After-Tax Contributions Sub-Account.

(c)      his Rollover Contributions Sub-Account.

(d)      his Regular Matching Contributions Sub-Account.

(e)      his Additional Profit-Sharing Matching Contributions Sub-Account.

                                       41

<PAGE>

13.5     HARDSHIP DETERMINATION

The Administrator shall grant a hardship withdrawal only if it determines that
the withdrawal is necessary to meet an immediate and heavy financial need of the
Participant. An immediate and heavy financial need of the Participant means a
financial need on account of:

(a)      expenses previously incurred by or necessary to obtain for the
         Participant, the Participant's spouse, or any dependent of the
         Participant (as defined in Section 152 of the Code) medical care
         described in Section 213(d) of the Code;

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

(c)      payment of tuition, related educational fees, and room and board
         expenses for the next 12 months of post-secondary education for the
         Participant, the Participant's spouse, or any dependent of the
         Participant;

(d)      the need to prevent the eviction of the Participant from his principal
         residence or foreclosure on the mortgage of the Participant's principal
         residence; or

(e)      funeral expenses incurred as a result of the death of the Spouse or the
         Participant's parents, brothers, sisters or dependents (as defined in
         Code Section 152).

13.6     SATISFACTION OF NECESSITY REQUIREMENT FOR HARDSHIP WITHDRAWALS

A withdrawal shall be deemed to be necessary to satisfy an immediate and heavy
financial need of a Participant only if the Participant satisfies all of the
following requirements:

(a)      The withdrawal is not in excess of the amount of the immediate and
         heavy financial need of the Participant.

(b)      The Participant has obtained all distributions, other than hardship
         distributions, and all non-taxable loans currently available under all
         plans maintained by an Employer or any Related Company.

(c)      The Participant's Tax-Deferred Contributions and the Participant's
         "elective contributions" and "employee contributions", as defined in
         Article VII, under all other qualified and non-qualified deferred
         compensation plans maintained by an Employer or any Related Company
         shall be suspended for at least 12 months after his receipt of the
         withdrawal.

(d)      The Participant's Tax-Deferred Contributions and "elective
         contributions", as defined in Article VII, for his taxable year
         immediately following the taxable year of the withdrawal shall not
         exceed the applicable limit under Code Section 402(g) for such next
         taxable year less the amount of the Participant's Tax-Deferred
         Contributions and "elective contributions" for the taxable year of the
         withdrawal.

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<PAGE>

A Participant shall not fail to be treated as an Eligible Employee for purposes
of applying the limitations contained in Article VII of the Plan merely because
his Tax-Deferred Contributions are suspended in accordance with this Section.

13.7     CONDITIONS AND LIMITATIONS ON HARDSHIP WITHDRAWALS

Hardship withdrawals made pursuant to this Article shall be subject to the
following conditions and limitations:

(a)      A Participant must apply for a hardship withdrawal such number of days
         prior to the date as of which it is to be effective as the
         Administrator may prescribe.

(b)      Hardship withdrawals may be made effective as soon as administratively
         practicable after the Administrator's approval of the Participant's
         withdrawal application.

(c)      The amount of a hardship withdrawal may include any amounts necessary
         to pay any Federal, state, or local income taxes or penalties
         reasonably anticipated to result from the distribution.

(d)      If a Participant's Account is subject to the "automatic annuity"
         provisions of the Addendum, the Participant's spouse must consent to
         any withdrawal hereunder, unless the withdrawal is made in the form of
         a Qualified Joint and Survivor Annuity.

13.8     ORDER OF WITHDRAWAL FROM A PARTICIPANT'S SUB-ACCOUNTS

Distribution of a withdrawal amount shall be made from a Participant's
Sub-Accounts, to the extent necessary, in the order prescribed by the
Administrator, which order shall be uniform with respect to all Participants and
non-discriminatory. If the Sub-Account from which a Participant is receiving a
withdrawal is invested in more than one Investment Fund, the withdrawal shall be
charged against the Investment Funds as directed by the Administrator.

                                   ARTICLE XIV
                  TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1     TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

A Participant's Settlement Date shall occur on the date he terminates employment
with the Employers and all Related Companies because of death, disability,
retirement, or other termination of employment. Written notice of a
Participant's Settlement Date shall be given by the Administrator to the
Trustee.

14.2     SEPARATE ACCOUNTING FOR NON-VESTED AMOUNTS

If as of a Participant's Settlement Date the Participant's vested interest in
his Employer Contributions Sub-Account is less than 100 percent, that portion of
his Employer Contributions Sub-Account that is not vested shall be accounted for
separately from the vested portion and

                                       43

<PAGE>

shall be disposed of as provided in the following Section. If prior to such
Settlement Date the Participant received a distribution under the Plan, his
vested interest in his Employer Contributions Sub-Account shall be an amount
("X") determined by the following formula:

         X = P(AB + D) - D

         For purposes of the formula:

         P   =  The Participant's vested interest in his Employer Contributions
                Sub-Account on the date distribution is to be made.

         AB  =  The balance of the Participant's Employer Contributions
                Sub-Account as of the Valuation Date immediately preceding
                the date distribution is to be made.

         D   =  The amount of all prior distributions from the Participant's
                Employer Contributions Sub-Account. Amounts deemed to have been
                distributed to a Participant pursuant to Code Section 72(p), but
                which have not actually been offset against the Participant's
                Account balance shall not be considered distributions hereunder.

14.3     DISPOSITION OF NON-VESTED AMOUNTS

That portion of a Participant's Employer Contributions Sub-Account that is not
vested upon the occurrence of his Settlement Date shall be forfeited as of a
date following such Settlement Date that is prescribed by the Administrator in a
uniform and non-discriminatory manner.

14.4     TREATMENT OF FORFEITED AMOUNTS

Whenever the non-vested balance of a Participant's Employer Contributions
Sub-Account is forfeited during a Plan Year in accordance with the provisions of
the preceding Section, such forfeiture shall be allocated among the Accounts of
Participants who are Eligible Employees during the Plan Year for which the
forfeiture is being allocated, are employed by the Employer for which the
Participant whose Account is being forfeited last performed services, and have
met the allocation requirements for Regular Matching Contributions for such Plan
Year. Any forfeited amounts shall be allocated in the ratio which the "deferral
percentage", as defined in Article VII, of an eligible Participant bears to the
aggregate value of the "deferral percentages of all such eligible Participants.
Forfeitures credited to a Participant's Account hereunder shall be credited to
his Matching Contributions Sub-Account. A Participant's vested interest in
amounts attributable to forfeitures allocated to his Matching Contributions
Sub-Account shall be determined under the vesting schedule otherwise applicable
to such Sub-Account pursuant to Article VI.

Notwithstanding the foregoing, prior to allocating forfeited amounts among
Participants' Accounts, such forfeited amounts shall be applied against Plan
expenses. The forfeited amounts

                                       44

<PAGE>

to be allocated among Participants' Accounts shall be reduced by any such
amounts that are applied against Plan expenses as provided herein.

14.5     RECREDITING OF FORFEITED AMOUNTS

A former Participant who forfeited the non-vested portion of his Employer
Contributions Sub-Account in accordance with the provisions of Section 14.3
prior to the date he incurs five consecutive Breaks in Service and who is
reemployed by an Employer or a Related Company shall have such forfeited amounts
recredited to a new Account in his name if:

(a)      he returns to employment with an Employer or a Related Company before
         he incurs five consecutive Breaks in Service commencing after the later
         of (i) the date he received, or is deemed to have received,
         distribution of his vested interest in his Account or (ii) the date the
         non-vested portion of his Employer Contributions Sub-Account was
         forfeited;

(b)      he resumes employment covered under the Plan before the earlier of (i)
         the end of the five-year period beginning on the date he is reemployed
         or (ii) the date he incurs five consecutive Breaks in Service
         commencing after the later of (iii) the date he received, or is deemed
         to have received, distribution of his vested interest in his Account or
         (iv) the date the non-vested portion of his Employer Contributions
         Sub-Account was forfeited; and

(c)      if he received actual distribution of his vested interest in his
         Account, he repays to the Plan the full amount of such distribution
         before the earlier of (i) the end of the five year period beginning on
         the date he is reemployed or (ii) the date he incurs five consecutive
         Breaks in Service commencing after the later of (iii) the date he
         received distribution of his vested interest in his Account or (iv) the
         date the non-vested portion of his Employer Contributions Sub-Account
         was forfeited.

The forfeited balance of a Participant's Account that is recredited to a
Participant's new Account hereunder shall be adjusted for earnings and losses
that occurred during the period beginning on the date the non-vested portion of
the Participant's Account was forfeited and ending on the earliest date such
amounts could have been forfeited under the terms of Code Section 411(a)(7)(B).
Funds needed in any Plan Year to recredit the Account of a Participant with the
amounts of prior forfeitures in accordance with the preceding sentence shall
come first from forfeitures that arise during such Plan Year, and then from
Trust income earned in such Plan Year, to the extent it has not yet been
allocated among Participants' Accounts as provided in Article XI, with each
Trust Fund being charged with the amount of such income proportionately, unless
his Employer chooses to make an additional Employer Contribution, and shall
finally be provided by his Employer by way of a separate Employer Contribution.

A former Participant who forfeited the non-vested portion of his Employer
Contributions Sub-Account in accordance with the provisions of Section 14.3 on
or after the date he incurs five consecutive Breaks in Service and who is
reemployed by an Employer or a Related Company shall not have such forfeited
amounts recredited to his Account.

                                       45

<PAGE>

                                   ARTICLE XV
                                  DISTRIBUTIONS

15.1     DISTRIBUTIONS TO PARTICIPANTS

A Participant whose Settlement Date occurs shall receive distribution of his
vested interest in his Account in the form provided under Article XVI beginning
as soon as reasonably practicable following his Settlement Date or the date his
application for distribution is filed with the Administrator, if later.

15.2     VOLUNTARY ELECTIVE TRANSFERS

Notwithstanding any other provision to the contrary, a Participant whose
Settlement Date has not occurred and who is not otherwise eligible to receive
distribution of his Account under the Plan may elect to transfer his entire
Account from the Plan to another plan maintained by the Employer or a Related
Company if all of the following requirements are met:

(a)      the Participant transfers from employment as an Employee to other
         employment with an Employer or Related Company that is not covered by
         the Plan;

(b)      such other employment is covered by another profit sharing plan that
         includes a cash or deferred arrangement qualified under Code Section
         401(k); and

(c)      the Participant makes a voluntary, fully-informed election to transfer
         his entire Account to such other plan.

If a Participant elects a voluntary transfer, his transferred Account shall be
subject to the provisions of such other plan and benefits shall be paid at the
time and in the form of provided under such other plan without regard to the
provisions of the Plan prior to such transfer.

15.3     DISTRIBUTIONS TO BENEFICIARIES

If a Participant dies prior to his Benefit Payment Date, his Beneficiary shall
receive distribution of the Participant's vested interest in his Account in the
form provided under Article XVI beginning as soon as reasonably practicable
following the date the Beneficiary's application for distribution is filed with
the Administrator. Unless distribution is to be made over the life or over a
period certain not greater than the life expectancy of the Beneficiary,
distribution of the Participant's entire vested interest shall be made to the
Beneficiary no later than the end of the fifth calendar year beginning after the
Participant's death. If distribution is to be made over the life or over a
period certain no greater than the life expectancy of the Beneficiary,
distribution shall commence no later than:

(a)      If the Beneficiary is not the Participant's spouse, the end of the
         first calendar year beginning after the Participant's death; or

                                       46

<PAGE>

(b)      If the Beneficiary is the Participant's spouse, the later of (i) the
         end of the first calendar year beginning after the Participant's death
         or (ii) the end of the calendar year in which the Participant would
         have attained age 70 1/2.

If distribution is to be made to a Participant's spouse, it shall be made
available within a reasonable period of time after the Participant's death that
is no less favorable than the period of time applicable to other distributions.
If a Participant dies after the date distribution of his vested interest in his
Account begins under this Article, but before his entire vested interest in his
Account is distributed, his Beneficiary shall receive distribution of the
remainder of the Participant's vested interest in his Account beginning as soon
as reasonably practicable following the Participant's date of death in a form
that provides for distribution at least as rapidly as under the form in which
the Participant was receiving distribution.

15.4     CASH OUTS AND PARTICIPANT CONSENT

Notwithstanding any other provision of the Plan to the contrary, if a
Participant's vested interest in his Account does not exceed $5,000,
distribution of such vested interest shall be made to the Participant in a
single sum payment or through a direct rollover, as described in Article XVI, as
soon as reasonably practicable following his Settlement Date. If a Participant
has no vested interest in his Account on his Settlement Date, he shall be deemed
to have received distribution of such vested interest on his Settlement Date.

If a Participant's vested interest in his Account exceeds $5,000, distribution
shall not commence to such Participant prior to his Normal Retirement Date
without the Participant's written consent and, if the Participant is married and
his Account is subject to the "automatic annuity" requirements specified in the
Addendum, the written consent of his spouse. Notwithstanding the foregoing,
spousal consent shall not be required if distribution is made through the
purchase of a Qualified Joint and Survivor Annuity or the spouse cannot be
located or spousal consent cannot be obtained for other reasons set forth in
Code Section 401(a)(11) and regulations issued thereunder.

If a Participant's Account is subject to the "automatic annuity" provisions
specified in the Addendum, the Participant's vested interest in his Account
shall be deemed to exceed $5,000 if the Participant's Benefit Payment Date has
occurred with respect to amounts currently held in his Account and as of such
Benefit Payment Date his vested interest in his Account exceeded $5,000.

15.5     REQUIRED COMMENCEMENT OF DISTRIBUTION

Notwithstanding any other provision of the Plan to the contrary, distribution of
a Participant's vested interest in his Account shall commence to the Participant
no later than the earlier of:

(a)      unless the Participant elects a later date, 60 days after the close of
         the Plan Year in which (i) the Participant's Normal Retirement Date
         occurs, (ii) the tenth anniversary of the year in which he commenced
         participation in the Plan occurs, or (iii) his Settlement Date occurs,
         whichever is latest; or

                                       47

<PAGE>

(b)      his Required Beginning Date.

Distributions required to commence under this Section shall be made in the form
provided under Article XVI and in accordance with Code Section 401(a)(9) and
regulations issued thereunder, including the minimum distribution incidental
benefit requirements.

15.6     TRANSITION RULES FOR REQUIRED COMMENCEMENT OF DISTRIBUTION

Notwithstanding any other provision of the Plan to the contrary, a Participant
who attains age 70 1/2 prior to January 1, 2002, may elect to receive
distribution of his Account beginning as of the April 1 of the calendar year
following the calendar year in which he attains age 70 1/2, regardless of
whether his Settlement Date has occurred.

A Participant who is receiving required distributions under the Plan pursuant to
the provisions of Code Section 401(a)(9) as in effect prior to January 1, 1997,
and whose Settlement Date has not occurred shall continue to receive
distributions hereunder in accordance with the provisions of the Plan in effect
prior to January 1, 2002.

15.7     REEMPLOYMENT OF A PARTICIPANT

If a Participant whose Settlement Date has occurred is reemployed by an Employer
or a Related Company, he shall lose his right to any distribution or further
distributions from the Trust arising from his prior Settlement Date and his
interest in the Trust shall thereafter be treated in the same manner as that of
any other Participant whose Settlement Date has not occurred.

15.8     RESTRICTIONS ON ALIENATION

Except as provided in Code Section 401(a)(13) (relating to qualified domestic
relations orders), Code Section 401(a)(13)(C) and (D) (relating to offsets
ordered or required under a criminal conviction involving the Plan, a civil
judgment in connection with a violation or alleged violation of fiduciary
responsibilities under ERISA, or a settlement agreement between the Participant
and the Department of Labor in connection with a violation or alleged violation
of fiduciary responsibilities under ERISA), Section 1.401(a)-13(b)(2) of
Treasury regulations (relating to Federal tax levies and judgments), or as
otherwise required by law, no benefit under the Plan at any time shall be
subject in any manner to anticipation, alienation, assignment (either at law or
in equity), encumbrance, garnishment, levy, execution, or other legal or
equitable process; and no person shall have power in any manner to anticipate,
transfer, assign (either at law or in equity), alienate or subject to
attachment, garnishment, levy, execution, or other legal or equitable process,
or in any way encumber his benefits under the Plan, or any part thereof, and any
attempt to do so shall be void.

15.9     FACILITY OF PAYMENT

If the Administrator finds that any individual to whom an amount is payable
hereunder is incapable of attending to his financial affairs because of any
mental or physical condition, including the infirmities of advanced age, such
amount (unless prior claim therefore shall have

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<PAGE>

been made by a duly qualified guardian or other legal representative) may, in
the discretion of the Administrator, be paid to another person for the use or
benefit of the individual found incapable of attending to his financial affairs
or in satisfaction of legal obligations incurred by or on behalf of such
individual. The Trustee shall make such payment only upon receipt of written
instructions to such effect from the Administrator. Any such payment shall be
charged to the Account from which any such payment would otherwise have been
paid to the individual found incapable of attending to his financial affairs and
shall be a complete discharge of any liability therefore under the Plan.

15.10    INABILITY TO LOCATE PAYEE

If any benefit becomes payable to any person, or to the executor or
administrator of any deceased person, and if that person or his executor or
administrator does not present himself to the Administrator within a reasonable
period after the Administrator mails written notice of his eligibility to
receive a distribution hereunder to his last known address and makes such other
diligent effort to locate the person as the Administrator determines, that
benefit will be forfeited. However, if the payee later files a claim for that
benefit, the benefit will be restored.

15.11    DISTRIBUTION PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS

Notwithstanding any other provision of the Plan to the contrary, if a qualified
domestic relations order so provides, distribution may be made to an alternate
payee pursuant to a qualified domestic relations order, as defined in Code
Section 414(p), regardless of whether the Participant's Settlement Date has
occurred or whether the Participant is otherwise entitled to receive a
distribution under the Plan.

                                   ARTICLE XVI
                                 FORM OF PAYMENT

16.1     APPLICABILITY

Subject to the provisions of the Addendum regarding prior protected forms of
payment, the provisions of this Article shall apply to all Participants and
Beneficiaries eligible to receive a distribution under the Plan.

16.2     FORM OF PAYMENT

Distribution shall be made to a Participant, or his Beneficiary, if the
Participant has died, in a single sum cash payment.

16.3     DIRECT ROLLOVER

Notwithstanding any other provision of the Plan to the contrary, in lieu of
receiving distribution in the form of payment provided under this Article, a
"qualified distributee" may elect in writing, in accordance with rules
prescribed by the Administrator, to have a portion or all of any "eligible
rollover distribution" paid directly by the Plan to the "eligible retirement
plan" designated by the

                                       49

<PAGE>

"qualified distributee". Any such payment by the Plan to another "eligible
retirement plan" shall be a direct rollover.

Notwithstanding the foregoing, a "qualified distributee" may not elect a direct
rollover with respect to an "eligible rollover distribution" if the total value
of such distribution is less than $200. For purposes of this Section, the
following terms have the following meanings:

(a)      An "eligible retirement plan" means an individual retirement account
         described in Code Section 408(a), an individual retirement annuity
         described in Code Section 408(b), an annuity plan described in Code
         Section 403(a), or a qualified trust described in Code Section 401(a)
         that accepts rollovers; provided, however, that, in the case of a
         direct rollover by a surviving spouse, an eligible retirement plan does
         not include a qualified trust described in Code Section 401(a).

(b)      An "eligible rollover distribution" means any distribution of all or
         any portion of the balance of a Participant's Account; provided,
         however, that an eligible rollover distribution does not include the
         following:

         (i)      any distribution to the extent such distribution is required
                  under Code Section 401(a)(9).

         (ii)     the portion of any distribution that consists of the
                  Participant's After-Tax Contributions.

         (iii)    any distribution that is one of a series of substantially
                  equal periodic payment made not less frequently than annually
                  for the life or life expectancy of the "qualified distributee"
                  or the joint lives or life expectancies of the "qualified
                  distributee" and the "qualified distributee's" designated
                  beneficiary, or for a specified period of ten years or more.

         (iv)     any hardship withdrawal of Tax-Deferred Contributions made in
                  accordance with the provisions of Article XIII.

(c)      A "qualified distributee" means a Participant, his surviving spouse, or
         his spouse or former spouse who is an alternate payee under a qualified
         domestic relations order, as defined in Code Section 414(p).

16.4     NOTICE REGARDING FORMS OF PAYMENT

Within the 60 day period ending 30 days before a Participant's Benefit Payment
Date, the Administrator shall provide the Participant with a written explanation
of his right to defer distribution until his Normal Retirement Date, or such
later date as may be provided in the Plan, his right to make a direct rollover,
and the form of payment provided under the Plan. Distribution of the
Participant's Account may commence fewer than 30 days after such notice is
provided to the Participant if (i) the Administrator clearly informs the
Participant of his right to consider his election of whether or not to make a
direct rollover or to receive a distribution prior

                                       50

<PAGE>

to his Normal Retirement Date for a period of at least 30 days following his
receipt of the notice and (ii) the Participant, after receiving the notice,
affirmatively elects an early distribution.

16.5     DISTRIBUTION IN THE FORM OF EMPLOYER STOCK

Notwithstanding any other provision of the Plan to the contrary, to the extent
that his Account is invested in Employer stock on the date distribution is to be
made to a Participant, the Participant may elect to receive distribution of the
fair market value of such Account in the form of Employer stock.

16.6     ELIMINATION OF OPTIONAL FORMS OF PAYMENT

Prior to the effective date of this amendment and restatement, the Plan provided
for distribution in an annuity form of payment and in the form of installments.
The Plan no longer provides for distribution in those forms. Notwithstanding the
foregoing, if a Participant's Benefit Payment Date occurs before the earlier of
(1) 90 days following the date the Participant is provided with a notice
describing elimination of such forms of payment that meets the requirements of
Department of Labor Regulations Section 2520.104b-3 or (2) the first day of the
second Plan Year following the Plan Year in which the amendment and restatement
is adopted, the Participant may elect to receive distribution under either of
the eliminated forms of payment as provided under the Plan as in effect
immediately prior to the effective date of the amendment and restatement.

                                  ARTICLE XVII
                                  BENEFICIARIES

17.1     DESIGNATION OF BENEFICIARY

An unmarried Participant's Beneficiary shall be the person or persons designated
by such Participant in accordance with rules prescribed by the Administrator. A
married Participant's Beneficiary shall be his spouse, unless the Participant
designates a person or persons other than his spouse as Beneficiary with his
spouse's written consent. For purposes of this Section, a Participant shall be
treated as unmarried and spousal consent shall not be required if the
Participant is not married on his Benefit Payment Date. A Participant's
designation of a Beneficiary shall be subject to the Qualified Preretirement
Survivor Annuity provisions described in the Addendum.

If no Beneficiary has been designated pursuant to the provisions of this
Section, or if no Beneficiary survives the Participant and he has no surviving
spouse, then the Beneficiary under the Plan shall be the Participant's estate.
If a Beneficiary dies after becoming entitled to receive a distribution under
the Plan but before distribution is made to him in full, and if the Participant
has not designated another Beneficiary to receive the balance of the
distribution in that event, the estate of the deceased Beneficiary shall be the
Beneficiary as to the balance of the distribution.

                                       51

<PAGE>

17.2     SPOUSAL CONSENT REQUIREMENTS

Any written spousal consent given pursuant to this Article must acknowledge the
effect of the action taken and must be witnessed by a Plan representative or a
notary public. In addition, the spouse's written consent must either (i) specify
any non-spouse Beneficiary designated by the Participant and that such
Beneficiary may not be changed without written spousal consent or (ii)
acknowledge that the spouse has the right to limit consent to a specific
Beneficiary, but permit the Participant to change the designated Beneficiary
without the spouse's further consent. A Participant's spouse will be deemed to
have given written consent to the Participant's designation of Beneficiary if
the Participant establishes to the satisfaction of a Plan representative that
such consent cannot be obtained because the spouse cannot be located or because
of other circumstances set forth in Section 401(a)(11) of the Code and
regulations issued thereunder. Any written consent given or deemed to have been
given by a Participant's spouse hereunder shall be valid only with respect to
the spouse who signs the consent.

                                  ARTICLE XVIII
                                 ADMINISTRATION

18.1     AUTHORITY OF THE SPONSOR

The Sponsor, which shall be the administrator for purposes of ERISA and the plan
administrator for purposes of the Code, shall be responsible for the
administration of the Plan and, in addition to the powers and authorities
expressly conferred upon it in the Plan, shall have all such powers and
authorities as may be necessary to carry out the provisions of the Plan,
including the power and authority to interpret and construe the provisions of
the Plan, to make benefit determinations, and to resolve any disputes which
arise under the Plan. The Sponsor may employ such attorneys, agents, and
accountants as it may deem necessary or advisable to assist in carrying out its
duties hereunder. The Sponsor shall be a "named fiduciary" as that term is
defined in ERISA Section 402(a)(2). The Sponsor, by action of its board of
directors, may:

(a)      allocate any of the powers, authority, or responsibilities for the
         operation and administration of the Plan (other than trustee
         responsibilities as defined in ERISA Section 405(c)(3)) among named
         fiduciaries; and

(b)      designate a person or persons other than a named fiduciary to carry out
         any of such powers, authority, or responsibilities;

except that no allocation by the Sponsor of, or designation by the Sponsor with
respect to, any of such powers, authority, or responsibilities to another named
fiduciary or a person other than a named fiduciary shall become effective unless
such allocation or designation shall first be accepted by such named fiduciary
or other person in a writing signed by it and delivered to the Sponsor.

The Sponsor shall also have the authority and discretion to engage an
Administrative Delegate who shall perform, without discretionary authority or
control, administrative functions within the framework of policies,
interpretations, rules, practices, and procedures made by the Sponsor or

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<PAGE>

other "named fiduciary". Any action made or taken by the Administrative Delegate
may be appealed by an affected Participant to the Sponsor in accordance with the
claims review procedure as provided in Section 18.4. Any decisions which call
for interpretations of plan provisions not previously made by the Sponsor shall
be made only by the Sponsor. The Administrative Delegate shall not be considered
a fiduciary with respect to the services it provides.

18.2     DISCRETIONARY AUTHORITY

In carrying out its duties under the Plan, including making benefit
determinations, interpreting or construing the provisions of the Plan, and
resolving disputes, the Sponsor (or any individual to whom authority has been
delegated in accordance with Section 18.1, other than the Administrative
Delegate) shall have absolute discretionary authority.

18.3     ACTION OF THE SPONSOR

Any act authorized, permitted, or required to be taken under the Plan by the
Sponsor and which has not been delegated in accordance with Section 18.1, may be
taken by a majority of the members of the board of directors of the Sponsor,
either by vote at a meeting, or in writing without a meeting, or by the employee
or employees of the Sponsor designated by the board of directors to carry out
such acts on behalf of the Sponsor. All notices, advice, directions,
certifications, approvals, and instructions required or authorized to be given
by the Sponsor as under the Plan shall be in writing and signed by either (i) a
majority of the members of the Sponsor's board of directors or by such member or
members as may be designated by an instrument in writing, signed by all the
members thereof, as having authority to execute such documents on its behalf, or
(ii) the employee or employees authorized to act for the Sponsor in accordance
with the provisions of this Section.

18.4     CLAIMS REVIEW PROCEDURE

Whenever a claim for benefits under the Plan filed by any person (herein
referred to as the "Claimant") is denied, whether in whole or in part, the
Sponsor shall transmit a written notice of such decision to the Claimant within
90 days of the date the claim was filed or, if special circumstances require an
extension, within 180 days of such date, which notice shall be written in a
manner calculated to be understood by the Claimant and shall contain a statement
of (i) the specific reasons for the denial of the claim, (ii) specific reference
to pertinent Plan provisions on which the denial is based, (iii) a description
of any additional material or information necessary for the Claimant to perfect
the claim and an explanation of why such information is necessary, (iv) that the
Claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, (v) records and other information
relevant to the Claimant's claim, a description of the review procedures and in
the event of an adverse review decision, a statement describing any voluntary
review procedures and the Claimant's right to obtain copies of such procedures,
and (vi) a statement that there is no further administrative review following
the initial review, and that the Claimant has a right to bring a civil action
under ERISA Section 502(a) if the Sponsor's decision on review is adverse to the
Claimant. The notice shall also include a statement advising the Claimant that,
within 60 days of the date on which he receives

                                       53

<PAGE>

such notice, he may obtain review of such decision in accordance with the
procedures hereinafter set forth. Within such 60-day period, the Claimant or his
authorized representative may request that the claim denial be reviewed by
filing with the Sponsor a written request therefore, which request shall contain
the following information:

(a)      the date on which the Claimant's request was filed with the Sponsor;
         provided, however, that the date on which the Claimant's request for
         review was in fact filed with the Sponsor shall control in the event
         that the date of the actual filing is later than the date stated by the
         Claimant pursuant to this paragraph;

(b)      the specific portions of the denial of his claim which the Claimant
         requests the Sponsor to review;

(c)      a statement by the Claimant setting forth the basis upon which he
         believes the Sponsor should reverse the previous denial of his claim
         for benefits and accept his claim as made; and

(d)      any written material (offered as exhibits) which the Claimant desires
         the Sponsor to examine in its consideration of his position as stated
         pursuant to paragraph (c) of this Section.

Within 60 days of the date determined pursuant to paragraph (a) of this Section
or, if special circumstances require an extension, within 120 days of such date,
the Sponsor shall conduct a full and fair review of the decision denying the
Claimant's claim for benefits and shall render its written decision on review to
the Claimant. The Sponsor's decision on review shall be written in a manner
calculated to be understood by the Claimant and shall specify the reasons and
Plan provisions upon which the Sponsor's decision was based.

Notwithstanding the foregoing, special procedures apply for processing claims
and reviewing prior claim determinations if a Claimant's claim for benefits is
contingent upon a determination as to whether a Participant is Disabled under
the Plan.

18.5     QUALIFIED DOMESTIC RELATIONS ORDERS

The Sponsor shall establish reasonable procedures to determine the status of
domestic relations orders and to administer distributions under domestic
relations orders which are deemed to be qualified orders. Such procedures shall
be in writing and shall comply with the provisions of Code Section 414(p) and
regulations issued thereunder.

18.6     INDEMNIFICATION

In addition to whatever rights of indemnification the Trustee or the members of
the Sponsor's board of directors or any employee or employees of the Sponsor to
whom any power, authority, or responsibility is delegated pursuant to Section
18.3, may be entitled under the articles of incorporation or regulations of the
Sponsor, under any provision of law, or under any other agreement, the Sponsor
shall satisfy any liability actually and reasonably incurred by any such

                                       54

<PAGE>

person or persons, including expenses, attorneys' fees, judgments, fines, and
amounts paid in settlement (other than amounts paid in settlement not approved
by the Sponsor), in connection with any threatened, pending or completed action,
suit, or proceeding which is related to the exercising or failure to exercise by
such person or persons of any of the powers, authority, responsibilities, or
discretion as provided under the Plan, or reasonably believed by such person or
persons to be provided hereunder, and any action taken by such person or persons
in connection therewith, unless the same is judicially determined to be the
result of such person or persons' gross negligence or willful misconduct.

18.7     ACTIONS BINDING

Subject to the provisions of Section 18.4, any action taken by the Sponsor which
is authorized, permitted, or required under the Plan shall be final and binding
upon the Employers, the Trustee, all persons who have or who claim an interest
under the Plan, and all third parties dealing with the Employers or the Trustee.

                                   ARTICLE XIX
                            AMENDMENT AND TERMINATION

19.1     AMENDMENT

Subject to the provisions of Section 19.2, the Sponsor may at any time and from
time to time, by action of its board of directors, or such officers of the
Sponsor as are authorized by its board of directors, amend the Plan, either
prospectively or retroactively. Any such amendment shall be by written
instrument executed by the Sponsor.

19.2     LIMITATION ON AMENDMENT

The Sponsor shall make no amendment to the Plan which shall decrease the accrued
benefit of any Participant or Beneficiary, except that nothing contained herein
shall restrict the right to amend the provisions of the Plan relating to the
administration of the Plan and Trust. Moreover, no such amendment shall be made
hereunder which shall permit any part of the Trust to revert to an Employer or
any Related Company or be used or be diverted to purposes other than the
exclusive benefit of Participants and Beneficiaries. The Sponsor shall make no
retroactive amendment to the Plan unless such amendment satisfies the
requirements of Code Section 401(b) and/or Section 1.401(a)(4)-11(g) of the
Treasury regulations, as applicable.

19.3     TERMINATION

The Sponsor reserves the right, by action of its board of directors, to
terminate the Plan as to all Employers at any time (the effective date of such
termination being hereinafter referred to as the "termination date"). Upon any
such termination of the Plan, the following actions shall be taken for the
benefit of Participants and Beneficiaries:

(a)      As of the termination date, each Investment Fund shall be valued and
         all Accounts and Sub-Accounts shall be adjusted in the manner provided
         in Article XI, with any

                                       55

<PAGE>

         unallocated contributions or forfeitures being allocated as of the
         termination date in the manner otherwise provided in the Plan. In
         determining the net worth of the Trust, there shall be included as a
         liability such amounts as shall be necessary to pay all expenses in
         connection with the termination of the Trust and the liquidation and
         distribution of the property of the Trust, as well as other expenses,
         whether or not accrued, and shall include as an asset all accrued
         income.

(b)      All Accounts shall then be disposed of to or for the benefit of each
         Participant or Beneficiary in accordance with the provisions of Article
         XV as if the termination date were his Settlement Date; provided,
         however, that notwithstanding the provisions of Article XV, if the Plan
         does not offer an annuity option and if neither his Employer nor a
         Related Company establishes or maintains another defined contribution
         plan (other than an employee stock ownership plan as defined in Code
         Section 4975(e)(7)), the Participant's written consent to the
         commencement of distribution shall not be required regardless of the
         value of the vested portions of his Account.

(c)      Notwithstanding the provisions of paragraph (b) of this Section, no
         distribution shall be made to a Participant of any portion of the
         balance of his Tax-Deferred Contributions Sub-Account prior to his
         separation from service (other than a distribution made in accordance
         with Article XIII or required in accordance with Code Section
         401(a)(9)) unless (i) neither his Employer nor a Related Company
         establishes or maintains another defined contribution plan (other than
         an employee stock ownership plan as defined in Code Section 4975(e)(7),
         a tax credit employee stock ownership plan as defined in Code Section
         409, or a simplified employee pension as defined in Code Section
         408(k)) either at the time the Plan is terminated or at any time during
         the period ending 12 months after distribution of all assets from the
         Plan; provided, however, that this provision shall not apply if fewer
         than two percent of the Eligible Employees under the Plan were eligible
         to participate at any time in such other defined contribution plan
         during the 24-month period beginning 12 months before the Plan
         termination, and (ii) the distribution the Participant receives is a
         "lump sum distribution" as defined in Code Section 402(e)(4), without
         regard to clauses (I), (II), (III), and (IV) of sub-paragraph (D)(i)
         thereof.

Notwithstanding anything to the contrary contained in the Plan, upon any such
Plan termination, the vested interest of each Participant and Beneficiary in his
Employer Contributions Sub-Account shall be 100 percent; and, if there is a
partial termination of the Plan, the vested interest of each Participant and
Beneficiary who is affected by the partial termination in his Employer
Contributions Sub-Account shall be 100 percent. For purposes of the preceding
sentence only, the Plan shall be deemed to terminate automatically if there
shall be a complete discontinuance of contributions hereunder by all Employers.

19.4     REORGANIZATION

The merger, consolidation, or liquidation of any Employer with or into any other
Employer or a Related Company shall not constitute a termination of the Plan as
to such Employer. If an Employer disposes of substantially all of the assets
used by the Employer in a trade or business or disposes of a subsidiary and in
connection therewith one or more Participants terminates

                                       56

<PAGE>

employment but continues in employment with the purchaser of the assets or with
such subsidiary, no distribution from the Plan shall be made to any such
Participant from his Tax-Deferred Contributions Sub-Account prior to his
separation from service (other than a distribution made in accordance with
Article XIII or required in accordance with Code Section 401(a)(9)), except that
a distribution shall be permitted to be made in such a case, subject to the
Participant's consent (to the extent required by law), if (i) the distribution
would constitute a "lump sum distribution" as defined in Code Section 402(e)(4),
without regard to clauses (I), (II), (III), or (IV) of sub-paragraph (D)(i)
thereof, (ii) the Employer continues to maintain the Plan after the disposition,
(iii) the purchaser does not maintain the Plan after the disposition, and (iv)
the distribution is made by the end of the second calendar year after the
calendar year in which the disposition occurred.

19.5     WITHDRAWAL OF AN EMPLOYER

An Employer other than the Sponsor may withdraw from the Plan at any time upon
notice in writing to the Administrator (the effective date of such withdrawal
being hereinafter referred to as the "withdrawal date"), and shall thereupon
cease to be an Employer for all purposes of the Plan. An Employer shall be
deemed automatically to withdraw from the Plan in the event of its complete
discontinuance of contributions, or, subject to Section 19.4 and unless the
Sponsor otherwise directs, it ceases to be a Related Company of the Sponsor or
any other Employer. Upon the withdrawal of an Employer, the withdrawing Employer
shall determine whether a partial termination has occurred with respect to its
Employees. In the event that the withdrawing Employer determines a partial
termination has occurred, the action specified in Section 19.3 shall be taken as
of the withdrawal date, as on a termination of the Plan, but with respect only
to Participants who are employed solely by the withdrawing Employer, and who,
upon such withdrawal, are neither transferred to nor continued in employment
with any other Employer or a Related Company. The interest of any Participant
employed by the withdrawing Employer who is transferred to or continues in
employment with any other Employer or a Related Company, and the interest of any
Participant employed solely by an Employer or a Related Company other than the
withdrawing Employer, shall remain unaffected by such withdrawal; no adjustment
to his Accounts shall be made by reason of the withdrawal; and he shall continue
as a Participant hereunder subject to the remaining provisions of the Plan.

                                   ARTICLE XX
                           ADOPTION BY OTHER ENTITIES

20.1     ADOPTION BY RELATED COMPANIES

A Related Company that is not an Employer may, with the consent of the Sponsor,
adopt the Plan and become an Employer hereunder by causing an appropriate
written instrument evidencing such adoption to be executed in accordance with
the requirements of its organizational authority. Any such instrument shall
specify the effective date of the adoption.

                                       57

<PAGE>

20.2     EFFECTIVE PLAN PROVISIONS

An Employer who adopts the Plan shall be bound by the provisions of the Plan in
effect at the time of the adoption and as subsequently in effect because of any
amendment to the Plan.

                                  ARTICLE XXI
                            MISCELLANEOUS PROVISIONS

21.1     NO COMMITMENT AS TO EMPLOYMENT

Nothing contained herein shall be construed as a commitment or agreement upon
the part of any person to continue his employment with an Employer or Related
Company, or as a commitment on the part of any Employer or Related Company to
continue the employment, compensation, or benefits of any person for any period.

21.2     BENEFITS

Nothing in the Plan nor the Trust Agreement shall be construed to confer any
right or claim upon any person, firm, or corporation other than the Employers,
the Trustee, Participants, and Beneficiaries.

21.3     NO GUARANTEES

The Employers, the Administrator, and the Trustee do not guarantee the Trust
from loss or depreciation, nor do they guarantee the payment of any amount which
may become due to any person hereunder.

21.4     EXPENSES

The expenses of administration of the Plan, including the expenses of the
Administrator and fees of the Trustee, shall be paid from the Trust as a general
charge thereon, unless the Sponsor elects to make payment. Notwithstanding the
foregoing, the Sponsor may direct that administrative expenses that are
allocable to the Account of a specific Participant shall be paid from that
Account and that the costs incident to the management of the assets of an
Investment Fund or to the purchase or sale of securities held in an Investment
Fund shall be paid by the Trustee from such Investment Fund.

21.5     PRECEDENT

Except as otherwise specifically provided, no action taken in accordance with
the Plan shall be construed or relied upon as a precedent for similar action
under similar circumstances.

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<PAGE>

21.6     DUTY TO FURNISH INFORMATION

The Employers, the Administrator, and the Trustee shall furnish to any of the
others any documents, reports, returns, statements, or other information that
the other reasonably deems necessary to perform its duties hereunder or
otherwise imposed by law.

21.7     MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS

The Plan shall not be merged or consolidated with any other plan, nor shall any
of its assets or liabilities be transferred to another plan, unless, immediately
after such merger, consolidation, or transfer of assets or liabilities, each
Participant in the Plan would receive a benefit under the Plan which is at least
equal to the benefit he would have received immediately prior to such merger,
consolidation, or transfer of assets or liabilities (assuming in each instance
that the Plan had then terminated).

21.8     BACK PAY AWARDS

The provisions of this Section shall apply only to an Employee or former
Employee who becomes entitled to back pay by an award or agreement of an
Employer without regard to mitigation of damages. If a person to whom this
Section applies was or would have become an Eligible Employee after such back
pay award or agreement has been effected, and if any such person who had not
previously elected to make Tax-Deferred Contributions pursuant to Section 4.1
shall within 30 days of the date he receives notice of the provisions of this
Section make an election to make Tax-Deferred Contributions in accordance with
such Section 4.1 (retroactive to any Enrollment Date as of which he was or has
become eligible to do so), then such Participant may elect that any Tax-Deferred
Contributions not previously made on his behalf but which, after application of
the foregoing provisions of this Section, would have been made under the
provisions of Article IV shall be made out of the proceeds of such back pay
award or agreement. In addition, if any such Employee or former Employee would
have been eligible to participate in the allocation of Employer Contributions
under the provisions of Article VI or XXII for any prior Plan Year after such
back pay award or agreement has been effected, his Employer shall make an
Employer Contribution equal to the amount of the Employer Contribution which
would have been allocated to such Participant under the provisions of Article VI
or XXII as in effect during each such Plan Year. The amounts of such additional
contributions shall be credited to the Account of such Participant. Any
additional contributions made pursuant to this Section shall be made in
accordance with, and subject to the limitations of the applicable provisions of
the Plan.

21.9     CONDITION ON EMPLOYER CONTRIBUTIONS

Notwithstanding anything to the contrary contained in the Plan or the Trust
Agreement, any contribution of an Employer hereunder is conditioned upon the
continued qualification of the Plan under Code Section 401(a), the exempt status
of the Trust under Code Section 501(a), and the deductibility of the
contribution under Code Section 404. Except as otherwise provided in this
Section and Section 21.10, however, in no event shall any portion of the
property of the Trust ever revert to or otherwise inure to the benefit of an
Employer or any Related Company.

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<PAGE>

21.10    RETURN OF CONTRIBUTIONS TO AN EMPLOYER

Notwithstanding any other provision of the Plan or the Trust Agreement to the
contrary, in the event any contribution of an Employer made hereunder:

(a)      is made under a mistake of fact, or

(b)      is disallowed as a deduction under Code Section 404,

such contribution may be returned to the Employer within one year after the
payment of the contribution or the disallowance of the deduction to the extent
disallowed, whichever is applicable. In the event the Plan does not initially
qualify under Code Section 401(a), any contribution of an Employer made
hereunder may be returned to the Employer within one year of the date of denial
of the initial qualification of the Plan, but only if an application for
determination was made within the period of time prescribed under ERISA Section
403(c)(2)(B).

21.11    VALIDITY OF PLAN

The validity of the Plan shall be determined and the Plan shall be construed and
interpreted in accordance with the laws of the state or commonwealth in which
the Sponsor has its principal place of business, except as preempted by
applicable Federal law. The invalidity or illegality of any provision of the
Plan shall not affect the legality or validity of any other part thereof.

21.12    TRUST AGREEMENT

The Trust Agreement and the Trust maintained thereunder shall be deemed to be a
part of the Plan as if fully set forth herein and the provisions of the Trust
Agreement are hereby incorporated by reference into the Plan.

21.13    PARTIES BOUND

The Plan shall be binding upon the Employers, all Participants and Beneficiaries
hereunder, and, as the case may be, the heirs, executors, administrators,
successors, and assigns of each of them.

21.14    APPLICATION OF CERTAIN PLAN PROVISIONS

For purposes of the general administrative provisions and limitations of the
Plan, a Participant's Beneficiary or alternate payee under a qualified domestic
relations order shall be treated as any other person entitled to receive
benefits under the Plan. Upon any termination of the Plan, any such Beneficiary
or alternate payee under a qualified domestic relations order who has an
interest under the Plan at the time of such termination, which does not cease by
reason thereof, shall be deemed to be a Participant for all purposes of the
Plan. A Participant's Beneficiary, if the Participant has died, or alternate
payee under a qualified domestic relations order shall be treated as a
Participant for purposes of directing investments as provided in Article X.

                                       60

<PAGE>

21.15    MERGED PLANS

In the event another defined contribution plan (the "merged plan") is merged
into and made a part of the Plan, each Employee who was eligible to participate
in the "merged plan" immediately prior to the merger shall become an Eligible
Employee on the date of the merger. In no event shall a Participant's vested
interest in his Sub-Account attributable to amounts transferred to the Plan from
the "merged plan" (his "transferee Sub-Account") on and after the merger be less
than his vested interest in his account under the "merged plan" immediately
prior to the merger. Notwithstanding any other provision of the Plan to the
contrary, a Participant's service credited for eligibility and vesting purposes
under the "merged plan" as of the merger, if any, shall be included as
Eligibility and Vesting Service under the Plan to the extent Eligibility and
Vesting Service are credited under the Plan. Special provisions applicable to a
Participant's "transferee Sub-Account", if any, shall be specifically reflected
in the Plan or in an Addendum to the Plan.

21.16    TRANSFERRED FUNDS

If funds from another qualified plan are transferred or merged into the Plan,
such funds shall be held and administered in accordance with any restrictions
applicable to them under such other plan to the extent required by law and shall
be accounted for separately to the extent necessary to accomplish the foregoing.

21.17    VETERANS REEMPLOYMENT RIGHTS

Notwithstanding any other provision of the Plan to the contrary, contributions,
benefits, and service credit with respect to qualified military service shall be
provided in accordance with Code Section 414(u). The Administrator shall notify
the Trustee of any Participant with respect to whom additional contributions are
made because of qualified military service.

21.18    DELIVERY OF CASH AMOUNTS

To the extent that the Plan requires the Employers to deliver cash amounts to
the Trustee, such delivery may be made through any means acceptable to the
Trustee, including wire transfer.

21.19    WRITTEN COMMUNICATIONS

Any communication among the Employers, the Administrator, and the Trustee that
is stipulated under the Plan to be made in writing may be made in any medium
that is acceptable to the receiving party and permitted under applicable law. In
addition, any communication or disclosure to or from Participants and/or
Beneficiaries that is required under the terms of the Plan to be made in writing
may be provided in any other medium (electronic, telephonic, or otherwise) that
is acceptable to the Administrator and permitted under applicable law.

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<PAGE>

21.20    TRUST TO TRUST TRANSFER

Any Employee, including an Employee who has not yet satisfied any age and/or
service requirements to become an Eligible Employee under the Plan, may, with
the approval of the Administrator, have Transfer Contributions made to the Plan
on his behalf by causing assets to be directly transferred by the trustee of
another qualified retirement plan to the Trustee of the Plan.

Amounts contributed to the Plan through a direct rollover shall not constitute
Transfer Contributions.

Transfer Contributions made on behalf of an Employee shall be deposited in the
Trust and credited to a Transfer Contributions Sub-Account established in the
Employee's name. Such Sub-Account shall share in the allocation of earnings,
losses, and expenses of the Trust Fund(s) in which it is invested, but shall not
share in allocations of Employer Contributions.

In the event a Transfer Contribution is made on behalf of an Employee who has
not yet satisfied the requirements to become an Eligible Employee under the
Plan, such Transfer Contributions Sub-Account shall represent the Employee's
sole interest in the Plan until he becomes an Eligible Employee.

                                  ARTICLE XXII
                              TOP-HEAVY PROVISIONS

22.1     DEFINITIONS

For purposes of this Article, the following terms shall have the following
meanings:

The "COMPENSATION" of an employee means compensation as defined in Code Section
415 and regulations issued thereunder. In no event, however, shall the
"compensation" of a Participant taken into account under the Plan for any Plan
Year exceed $150,000 (subject to adjustment annually as provided in Code
Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase
in effect on January 1 of any calendar year, if any, is effective for Plan Years
beginning in such calendar year). If the "compensation" of a Participant is
determined over a period of time that contains fewer than 12 calendar months,
then the annual "compensation" limitation described above shall be adjusted with
respect to that Participant by multiplying the annual "compensation" limitation
in effect for the Plan Year by a fraction the numerator of which is the number
of full months in the period and the denominator of which is 12; provided,
however, that no proration is "required" for a Participant who is covered under
the Plan for less than one full Plan Year if the formula for allocations is
based on "compensation" for a period of at least 12 months.

The "DETERMINATION DATE" with respect to any Plan Year means the last day of the
preceding Plan Year, except that the "determination date" with respect to the
first Plan Year of the Plan, shall mean the last day of such Plan Year.

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<PAGE>

A "KEY EMPLOYEE" means any Employee or former Employee who is a "key employee"
pursuant to the provisions of Code Section 416(i)(1) and any Beneficiary of such
Employee or former Employee.

A "NON-KEY EMPLOYEE" means any Employee who is not a "key employee".

A "PERMISSIVE AGGREGATION GROUP" means those plans included in each Employer's
"required aggregation group" together with any other plan or plans of the
Employer, so long as the entire group of plans would continue to meet the
requirements of Code Sections 401(a)(4) and 410.

A "REQUIRED AGGREGATION GROUP" means the group of tax-qualified plans maintained
by an Employer or a Related Company consisting of each plan in which a "key
employee" participates and each other plan that enables a plan in which a "key
employee" participates to meet the requirements of Code Section 401(a)(4) or
Code Section 410, including any plan that terminated within the five-year period
ending on the relevant "determination date".

A "SUPER TOP-HEAVY GROUP" with respect to a particular Plan Year means a
"required" or "permissive aggregation group" that, as of the "determination
date", would qualify as a "top-heavy group" under the definition in this Section
with "90 percent" substituted for "60 percent" each place where "60 percent"
appears in the definition.

A "SUPER TOP-HEAVY PLAN" with respect to a particular Plan Year means a plan
that, as of the "determination date", would qualify as a "top-heavy plan" under
the definition in this Section with "90 percent" substituted for "60 percent"
each place where "60 percent" appears in the definition. A plan is also a "super
top-heavy plan" if it is part of a "super top-heavy group".

A "TOP-HEAVY GROUP" with respect to a particular Plan Year means a "required" or
"permissive aggregation group" if the sum, as of the "determination date", of
the present value of the cumulative accrued benefits for "key employees" under
all defined benefit plans included in such group and the aggregate of the
account balances of "key employees" under all defined contribution plans
included in such group exceeds 60 percent of a similar sum determined for all
employees covered by the plans included in such group.

A "TOP-HEAVY PLAN" with respect to a particular Plan Year means (i), in the case
of a defined contribution plan (including any simplified employee pension plan),
a plan for which, as of the "determination date", the aggregate of the accounts
(within the meaning of Code Section 416(g) and the regulations and rulings
thereunder) of "key employees" exceeds 60 percent of the aggregate of the
accounts of all participants under the plan, with the accounts valued as of the
relevant valuation date and increased for any distribution of an account balance
made in the five-year period ending on the "determination date", (ii), in the
case of a defined benefit plan, a plan for which, as of the "determination
date", the present value of the cumulative accrued benefits payable under the
plan (within the meaning of Code Section 416(g) and the regulations and rulings
thereunder) to "key employees" exceeds 60 percent of the present value of the
cumulative accrued benefits under the plan for all employees, with the present
value of accrued benefits for employees (other than "key employees") to be
determined under the accrual method uniformly

                                       63

<PAGE>

used under all plans maintained by an Employer or, if no such method exists,
under the slowest accrual method permitted under the fractional accrual rate of
Code Section 411(b)(1)(C) and including the present value of any part of any
accrued benefits distributed in the five-year period ending on the
"determination date", and (iii) any plan (including any simplified employee
pension plan) included in a "required aggregation group" that is a "top-heavy
group". For purposes of this paragraph, the accounts and accrued benefits of any
employee who has not performed services for an Employer or a Related Company
during the five-year period ending on the "determination date" shall be
disregarded. For purposes of this paragraph, the present value of cumulative
accrued benefits under a defined benefit plan for purposes of top-heavy
determinations shall be calculated using the actuarial assumptions otherwise
employed under such plan, except that the same actuarial assumptions shall be
used for all plans within a "required" or "permissive aggregation group". A
Participant's interest in the Plan attributable to any Rollover Contributions,
except Rollover Contributions made from a plan maintained by an Employer or a
Related Company, shall not be considered in determining whether the Plan is
top-heavy. Notwithstanding the foregoing, if a plan is included in a "required"
or "permissive aggregation group" that is not a "top-heavy group", such plan
shall not be a "top-heavy plan".

The "VALUATION DATE" with respect to any "determination date" means the most
recent Valuation Date occurring within the 12-month period ending on the
"determination date".

22.2     APPLICABILITY

Notwithstanding any other provision of the Plan to the contrary, the provisions
of this Article shall be applicable during any Plan Year in which the Plan is
determined to be a "top-heavy plan" as hereinafter defined. If the Plan is
determined to be a "top-heavy plan" and upon a subsequent "determination date"
is determined no longer to be a "top-heavy plan", the vesting provisions of
Article VI shall again become applicable as of such subsequent "determination
date"; provided, however, that if the prior vesting provisions do again become
applicable, any Employee with three or more years of Vesting Service may elect
in accordance with the provisions of Article VI, to continue to have his vested
interest in his Employer Contributions Sub-Account determined in accordance with
the vesting schedule specified in Code Section 22.5.

22.3     MINIMUM EMPLOYER CONTRIBUTION

If the Plan is determined to be a "top-heavy plan" for a Plan Year, the Employer
Contributions, other than Matching Contributions, allocated to the Account of
each "non-key employee" who is an Eligible Employee and who is employed by an
Employer or a Related Company on the last day of such top-heavy Plan Year shall
be no less than the lesser of (i) three percent of his "compensation" or (ii)
the largest percentage of "compensation" that is allocated as an Employer
Contribution and/or Tax-Deferred Contribution for such Plan Year to the Account
of any "key employee"; except that, in the event the Plan is part of a "required
aggregation group", and the Plan enables a defined benefit plan included in such
group to meet the requirements of Code Section 401(a)(4) or 410, the minimum
allocation of Employer Contributions to each such "non-key employee" shall be
three percent of the "compensation" of such "non-key employee". Any minimum
allocation to a "non-key employee" required by this Section shall be made
without

                                       64

<PAGE>

regard to any social security contribution made on behalf of the non-key
employee, his number of hours of service, his level of "compensation", or
whether he declined to make elective or mandatory contributions.

Employer Contributions allocated to a Participant's Account in accordance with
this Section shall be considered "annual additions" under Article VII for the
"limitation year" for which they are made and shall be separately accounted for.
Employer Contributions allocated to a Participant's Account shall be allocated
upon receipt among the Investment Funds in accordance with the Participant's
currently effective investment election.

22.4     ACCELERATED VESTING

If the Plan is determined to be a "top-heavy plan", a Participant's vested
interest in his Employer Contributions Sub-Account shall be determined no less
rapidly than in accordance with the following vesting schedule:

<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE                  VESTED INTEREST
------------------------                  ---------------
<S>                                       <C>
Less than 2                                       0%
2, but less than 3                               20%
3, but less than 4                               40%
4, but less than 5                               60%
5, but less than 6                               80%
6 or more                                       100%
</TABLE>

                                  ARTICLE XXIII
                                 EFFECTIVE DATE

23.1     GUST EFFECTIVE DATES

Unless otherwise specifically provided by the terms of the Plan, this amendment
and restatement is effective with respect to each change made to satisfy the
provisions of (i) the Uniformed Services Employment and Reemployment Rights Act
of 1996 ("USERRA"), (ii) Small Business Job Protection Act of 1996 ("SBJPA"),
(iii) the Tax Reform Act of 1997 ("TRA `97"), (iv) any other change in the Code
or ERISA, or (v) regulations, rulings, or other published guidance issued under
the Code, ERISA, USERRA, SBJPA, or TRA `97 (collectively the "GUST required
changes"), the first day of the first period (which may or may not be the first
day of a Plan Year) with respect to which such change became required because of
such provision (including any day that became such as a result of an election or
waiver by an Employee or a waiver or exemption issued under the Code, ERISA,
USERRA, SBJPA, or TRA `97), including, but not limited to, the following:

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<PAGE>

(a)      The addition of a new Section to Article XXI entitled "Veterans
         Reemployment Rights" is effective December 12, 1994.

(b)      The following changes are effective for Plan Years beginning after
         December 31, 1996:

         (i)      elimination of the family aggregation requirements;

         (ii)     changes to the definition of "Highly Compensated Employee" in
                  Article I of the Plan;

         (iii)    changes to the definition of "leased employee" in Article I or
                  II, as applicable;

         (iv)     changes to the 401(k) discrimination test in Article VII of
                  the Plan and changes to the method of correction where the
                  Plan fails to satisfy the test; and

         (v)      changes to the 401(m) discrimination test in Article VII of
                  the Plan and changes to the method of correction where the
                  Plan fails to satisfy the test.

(c)      Changes in the definition of "Required Beginning Date" in Article I of
         the Plan and the addition of special provisions in Article XV
         grandfathering the old required beginning date rules with respect to
         certain Participants are effective January 1, 2002.

(d)      Changes to the anti-alienation provisions of Article XV to include the
         exceptions in Code Section 401(a)(13)(C) and (D) are effective for
         judgments, orders, and decrees issued and settlement agreements entered
         into on or after August 5, 1997.

(e)      The increase in the cashout limit from $3,500 to the limit specified in
         the Plan is effective February 1, 1998.

(f)      Elimination of the look back rule for determining whether the value of
         a Participant's Account exceeds the cashout limit is effective March
         22, 1999.

(g)      Exclusion of hardship withdrawals of Tax-Deferred Contributions from
         the definition of "eligible rollover distribution" is effective January
         1, 2000.

(h)      Elimination of the combined limit on defined benefit and defined
         contribution plans under Code Section 415(e) is effective the first day
         of the first "limitation year" beginning on or after January 1, 2000.

23.2     SPECIAL EFFECTIVE DATES

Notwithstanding any other provision of the Plan to the contrary, the following
provisions of the Plan are effective as of the date or dates specified below:

Plan eligibility effective April 1, 2001. Plan eligibility from January 1, 1999
to April 1, 2001 is Employees become eligible to participate in the Plan and to
make Tax-Deferred Contributions under the Plan upon attainment of age 18 and
upon the earlier of (i) completion of a six

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<PAGE>

consecutive month period during which the Employee is credited with at least 500
Hours of Service or (ii) completion of one year of Eligibility Service.

The following changes became effective January 1, 1999:

         Accepting plan-to-plan transfers of After-Tax Contributions as defined
         in Section 5.1.

         The Matching Contribution as defined in Section 6.4 and Additional
         Profit-Sharing Matching Contribution formulas as defined in Section
         6.5.

         The Matching Contribution and Additional Profit-Sharing Matching
         Contribution allocation requirements and exceptions as defined in
         Sections 6.9 and 6.10.

         The Vesting Schedule as defined in Section 6.11.

         Qualified Joint and Survivor provisions for the MBCI merger.

         Compensation used only during the time the Employee was an Eligible
         Employee.

         Funeral expenses added as a condition to receive a hardship withdrawal.

         Treatment of forfeitures was changed effective February 1, 1998.

Effective January 1, 2001, Qualified Joint and Survivor provisions for the
DoubleCote merger.

                                  *     *     *

         EXECUTED AT 10943 North Sam Houston Parkway West, Houston, Texas 77064,
this 21st day of December 2001.

                                             NCI BUILDING SYSTEMS, INC.

                                             By: /s/ Donnie R. Humphries
                                                 -------------------------------
                                               Title: Secretary

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<PAGE>

                                    ADDENDUM
                                       TO
                         NCI 401(K) PROFIT SHARING PLAN

         Re: Protected Prior Annuity Form of Payment

A.1      APPLICABILITY

Notwithstanding any other provision of the Plan to the contrary, the following
provisions apply with respect to Participants who participated in the Metal
Building Components, Inc. 401(k) Plan or the Doublecote L.L.C. 401(k) Retirement
Plan. The term "Participant" when used in this Addendum refers only to a
Participant who satisfies the requirements described herein. The provisions of
the Addendum apply to a Participant's full Account.

A.2      DEFINITIONS

For purposes of this Article, the following terms have the following meanings:

The "AUTOMATIC ANNUITY FORM" means the form of annuity that will be purchased on
behalf of a Participant unless the Participant elects another form of annuity.

A "QUALIFIED ELECTION" means an election that is made during the "qualified
election period". A "qualified election" of a form of payment other than a
Qualified Joint and Survivor Annuity or designating a Beneficiary other than the
Participant's spouse to receive amounts otherwise payable as a Qualified
Preretirement Survivor Annuity must include the written consent of the
Participant's spouse, if any. A Participant's spouse will be deemed to have
given written consent to the Participant's election if the Participant
establishes to the satisfaction of a Plan representative that spousal consent
cannot be obtained because the spouse cannot be located or because of other
circumstances set forth in Code Section 401(a)(11) and regulations issued
thereunder. The spouse's written consent must acknowledge the effect of the
Participant's election and must be witnessed by a Plan representative or a
notary public. In addition, the spouse's written consent must either (i) specify
the form of payment selected instead of a Qualified Joint and Survivor Annuity,
if applicable, and that such form may not be changed (except to a Qualified
Joint and Survivor Annuity) without written spousal consent and specify any
non-spouse Beneficiary designated by the Participant, if applicable, and that
such Beneficiary may not be changed without written spousal consent or (ii)
acknowledge that the spouse has the right to limit consent as provided in clause
(i), but permit the Participant to change the form of payment selected or the
designated Beneficiary without the spouse's further consent. Any written consent
given or deemed to have been given by a Participant's spouse hereunder shall be
irrevocable and shall be effective only with respect to such spouse and not with
respect to any subsequent spouse.

The "QUALIFIED ELECTION PERIOD" with respect to the "automatic annuity form"
means the 90 day period ending on a Participant's Benefit Payment Date. The
"qualified election period" with respect to a Qualified Preretirement Survivor
Annuity means the period beginning on the first

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<PAGE>

day of the Plan Year in which the Participant attains age 35 or, if he
terminates employment prior to such date, the day he terminates employment with
his Employer and all Related Companies. A Participant whose employment has not
terminated may make a "qualified election" designating a Beneficiary other than
his spouse prior to the Plan Year in which he attains age 35; provided, however,
that such election shall cease to be effective as of the first day of the Plan
Year in which the Participant attains age 35.

A.3      NORMAL FORM OF PAYMENT

Unless a Participant, or his Beneficiary, if the Participant has died, elects
the form of payment provided in Article XVI, distribution shall be made to the
Participant, or his Beneficiary, as the case may be, through the purchase of a
single premium, nontransferable annuity contract. Subject to the automatic
annuity and Qualified Preretirement Survivor Annuity requirements described in
this Article, a Participant, or his Beneficiary, if the Participant has died,
may elect any one of the following types of annuity contracts: a Single Life
Annuity or a joint and survivor annuity for married Participants with the
Participant's spouse entitled to a 66-2/3%, 75% or 100% survivor annuity.
Notwithstanding any other provision of this Article, a Participant's Beneficiary
may not elect to receive distribution of an annuity payable over the joint lives
of the Beneficiary and any other individual. The terms of any annuity contract
purchased hereunder and distributed to a Participant or his Beneficiary shall
comply with the requirements of the Plan.

A.4      CHANGE OF ELECTION

Subject to the automatic annuity requirements of this Addendum, a Participant or
Beneficiary who has elected a form of payment provided under Article XVI or this
Addendum may revoke or change his election at any time prior to his Benefit
Payment Date by filing his election with the Administrator in the form
prescribed by the Administrator.

A.5      AUTOMATIC ANNUITY REQUIREMENTS

If a Participant elects to receive distribution through the purchase of an
annuity contract that provides for payment over his life (or his Account
includes assets transferred directly from a plan subject to Code Section 417),
distribution shall be made to such Participant through the purchase of an
annuity contract that provides for payment in one of the following "automatic
annuity forms", unless the Participant elects a different type of annuity.

(a)      The "automatic annuity form" for a Participant who is married on his
         Benefit Payment Date is the 50 percent Qualified Joint and Survivor
         Annuity.

(b)      The "automatic annuity form" for a Participant who is not married on
         his Benefit Payment Date is the Single Life Annuity.

A Participant's election of an annuity other than the "automatic annuity form"
or of the optional form of payment shall not be effective unless it is a
"qualified election"; provided, however, that spousal consent shall not be
required if the form of payment elected by the Participant is a

                                       69

<PAGE>

Qualified Joint and Survivor Annuity. A Participant may only change his election
of a form of payment pursuant to a "qualified election"; provided, however, that
spousal consent shall not be required if the form of payment elected by the
Participant is a Qualified Joint and Survivor Annuity.

A.6      QUALIFIED PRERETIREMENT SURVIVOR ANNUITY REQUIREMENTS

If a married Participant dies before his Benefit Payment Date, his spouse shall
receive distribution of 50 percent of the value of the Participant's vested
interest in his Account through the purchase of an annuity contract that
provides for payment over the life of the Participant's spouse. A Participant's
spouse may elect to receive distribution under any one of the other forms of
payment available under this Article instead of in the Qualified Preretirement
Survivor Annuity form. A married Participant may designate a non-spouse
Beneficiary pursuant to Article XVII to receive distribution of the
Participant's vested interest in his Account that is not payable to his spouse
as a Qualified Preretirement Survivor Annuity. A married Participant may only
designate a non-spouse Beneficiary to receive distribution of that portion of
his Account otherwise payable as a Qualified Preretirement Survivor Annuity
pursuant to a "qualified election".

A.7      NOTICE REGARDING FORMS OF PAYMENT

The explanation provided to a Participant pursuant to Article XVI, shall include
a description of the annuity form of payment available under the Addendum,
including a written explanation of (i) the terms and conditions of the
"automatic annuity form", (ii) the Participant's right to choose a form of
payment other than the "automatic annuity form" or to revoke such choice, and
(iii) the rights of the Participant's spouse.

The Administrator shall provide such explanation within the 60 day period ending
30 days before the Participant's Benefit Payment Date. Notwithstanding the
foregoing, distribution of the Participant's Account may commence fewer than 30
days after such explanation is provided to the Participant if (i) the
Administrator clearly informs the Participant of his right to consider his
election of whether or not to make a direct rollover or to receive a
distribution prior to his Normal Retirement Date and his election of a form of
payment for a period of at least 30 days following his receipt of the
explanation, (ii) the Participant, after receiving the explanation,
affirmatively elects an early distribution with his spouse's written consent, if
necessary, (iii) the Participant may revoke his election at any time prior to
the later of his Benefit Payment Date or the expiration of the seven-day period
beginning the day after the date the explanation is provided to him, and (iv)
distribution does not commence to the Participant before such revocation period
ends.

In addition, the Administrator shall provide a Participant with a written
explanation of (i) the terms and conditions of the Qualified Preretirement
Survivor Annuity, (ii) the Participant's right to designate a non-spouse
Beneficiary to receive distribution of that portion of his Account otherwise
payable as a Qualified Preretirement Survivor Annuity or to revoke such
designation,

                                       70

<PAGE>

and (iii) the rights of the Participant's spouse. The Administrator shall
provide such explanation within one of the following periods, whichever ends
last:

(a)      the period beginning with the first day of the Plan Year in which the
         Participant attains age 32 and ending on the last day of the Plan Year
         preceding the Plan Year in which the Participant attains age 35; or

(b)      the period beginning 12 calendar months before the date an individual
         becomes a Participant and ending 12 calendar months after such date;

provided, however, that in the case of a Participant who separates from service
prior to attaining age 35, the explanation shall be provided to such Participant
within the period beginning 12 calendar months before the Participant's
separation from service and ending 12 calendar months after his separation from
service.

                                       71

<PAGE>

                                    ADDENDUM
                                       TO
                         NCI 401(K) PROFIT SHARING PLAN

         Re: Grandfathered Provisions From Merged Plan

Notwithstanding any other provision of the Plan to the contrary, the following
provisions of the Metal Building Components, Inc. 401(k) Plan and Doublecote,
L.L.C. 401(k) Retirement Plan (the "merged plans") that were in effect prior to
January 1, 1999 and January 1, 2001 (the "merger dates") shall continue to apply
with respect to the accrued benefits of Participants who had accrued benefits
under any of the "merged plans" prior to the applicable "merger date" as set
forth below:

Prior Employer Contribution portion is subject to the following vesting
schedule:

<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE                  VESTED INTEREST
------------------------                  ---------------
<S>                                       <C>
Less than one                                     0%
one, but less than two                           10%
two, but less than three                         20%
three, but less than four                        30%
four, but less than five                         40%
five, but less than six                          60%
six, but less than seven                         80%
seven or more                                   100%
</TABLE>

                                       72

<PAGE>

                                    ADDENDUM
                                       TO
                         NCI 401(K) PROFIT SHARING PLAN

         Re: Grandfathered Provisions From Merged Plan

Notwithstanding any other provision of the Plan to the contrary, the following
provisions of the Midland Metals, Inc. Employees' 401(k) Plan (the "merged
plan") that were in effect prior to July 1, 2001 (the "merger date") shall
continue to apply with respect to the accrued benefits of Participants who had
an accrued benefit under the "merged plan" prior to the "merger date" as set
forth below:

Prior Employer Contribution portion is subject to the following vesting
schedule:

<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE                  VESTED INTEREST
------------------------                  ---------------
<S>                                       <C>
Less than two                                     0%
two, but less than three                         20%
three, but less than four                        40%
four, but less than five                         60%
five, but less than six                          80%
six or more                                     100%
</TABLE>

                                       73