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                                                                     Exhibit 4.3

                        MODERN TECHNOLOGIES CORPORATION
                              MASTER SAVINGS PLAN



Defined Contribution Plan 8.0

Restated January 1, 2004

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                                TABLE OF CONTENTS

INTRODUCTION

ARTICLE I                FORMAT AND DEFINITIONS

   Section 1.01   -----  Format
   Section 1.02   -----  Definitions

ARTICLE II               PARTICIPATION

   Section 2.01   -----  Active Participant
   Section 2.02   -----  Inactive Participant
   Section 2.03   -----  Cessation of Participation

ARTICLE III              CONTRIBUTIONS

   Section 3.01   -----  Employer Contributions
   Section 3.01A  -----  Voluntary Contributions by Participants
   Section 3.01B  -----  Rollover Contributions
   Section 3.02   -----  Forfeitures
   Section 3.03   -----  Allocation
   Section 3.04   -----  Contribution Limitation
   Section 3.05   -----  Excess Amounts

ARTICLE IV               INVESTMENT OF CONTRIBUTIONS

   Section 4.01   -----  Investment and Timing of Contributions
   Section 4.01A  -----  Investment in Qualifying Employer Securities

ARTICLE V                BENEFITS

   Section 5.01   -----  Retirement Benefits
   Section 5.02   -----  Death Benefits
   Section 5.03   -----  Vested Benefits
   Section 5.04   -----  When Benefits Start
   Section 5.05   -----  Withdrawal Benefits
   Section 5.06   -----  Loans to Participants
   Section 5.07   -----  Distributions Under Qualified Domestic Relations Orders

ARTICLE VI               DISTRIBUTION OF BENEFITS

   Section 6.01   -----  Automatic Forms of Distribution
   Section 6.02   -----  Optional Forms of Distribution
   Section 6.03   -----  Election Procedures
   Section 6.04   -----  Notice Requirements


RESTATEMENT JANUARY 1, 2004            2               TABLE OF CONTENTS (8-910)

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ARTICLE VII              DISTRIBUTION REQUIREMENTS

   Section 7.01   -----  Application
   Section 7.02   -----  Definitions
   Section 7.03   -----  Distribution Requirements

ARTICLE VIII             TERMINATION OF THE PLAN

ARTICLE IX               ADMINISTRATION OF THE PLAN

   Section 9.01   -----  Administration
   Section 9.02   -----  Expenses
   Section 9.03   -----  Records
   Section 9.04   -----  Information Available
   Section 9.05   -----  Claim and Appeal Procedures
   Section 9.06   -----  Delegation of Authority
   Section 9.07   -----  Exercise of Discretionary Authority
   Section 9.08   -----  Transaction Processing
   Section 9.09   -----  Voting and Tender of Qualifying Employer Securities

ARTICLE X                GENERAL PROVISIONS

   Section 10.01  -----  Amendments
   Section 10.02  -----  Direct Rollovers
   Section 10.03  -----  Mergers and Direct Transfers
   Section 10.04  -----  Provisions Relating to the Insurer and Other Parties
   Section 10.05  -----  Employment Status
   Section 10.06  -----  Rights to Plan Assets
   Section 10.07  -----  Beneficiary
   Section 10.08  -----  Nonalienation of Benefits
   Section 10.09  -----  Construction
   Section 10.10  -----  Legal Actions
   Section 10.11  -----  Small Amounts
   Section 10.12  -----  Word Usage
   Section 10.13  -----  Change in Service Method
   Section 10.14  -----  Military Service

ARTICLE XI               TOP-HEAVY PLAN REQUIREMENTS

   Section 11.01  -----  Application
   Section 11.02  -----  Definitions
   Section 11.03  -----  Modification of Vesting Requirements
   Section 11.04  -----  Modification of Contributions

PLAN EXECUTION


RESTATEMENT JANUARY 1, 2004            3               TABLE OF CONTENTS (8-910)

<PAGE>

                                  INTRODUCTION

     The Primary Employer previously established a savings plan on May 1, 1986.

     The Primary Employer is of the opinion that the plan should be changed. It
believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions. The restatement, effective
January 1, 2004, is set forth in this document and is substituted in lieu of the
prior document with the exception of the Economic Growth and Tax Relief
Reconciliation Act of 2001 (EGTRRA) good faith compliance amendment and any
model amendment. Such amendment(s) shall continue to apply to this restated plan
until such provisions are integrated into the plan or such amendment(s) are
superseded by another amendment.

     The restated plan continues to be for the exclusive benefit of employees of
the Employer. All persons covered under the plan on December 31, 2003, shall
continue to be covered under the restated plan with no loss of benefits.

     It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code.


RESTATEMENT JANUARY 1, 2004             4                   INTRODUCTION (8-910)

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                                    ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

     Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

     These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

     Account means, for a Participant, his share of the Plan Fund. Separate
     accounting records are kept for those parts of his Account that result
     from:

     (a)  Voluntary Contributions

     (b)  Elective Deferral Contributions

     (c)  Matching Contributions

     (d)  Other Employer Contributions

     (e)  Rollover Contributions

     If the Participant's Vesting Percentage is less than 100% as to any of the
     Employer Contributions, a separate accounting record will be kept for any
     part of his Account resulting from such Employer Contributions and, if
     there has been a prior Forfeiture Date, from such Contributions made before
     a prior Forfeiture Date.

     A Participant's Account shall be reduced by any distribution of his Vested
     Account and by any Forfeitures. A Participant's Account shall participate
     in the earnings credited, expenses charged, and any appreciation or
     depreciation of the Investment Fund. His Account is subject to any minimum
     guarantees applicable under the Annuity Contract or other investment
     arrangement and to any expenses associated therewith.

     Accrual Computation Period means a consecutive 12-month period ending on
     the last day of each Plan Year, including corresponding consecutive
     12-month periods before May 1, 1986.

     ACP Test means the nondiscrimination test described in Code Section
     401(m)(2) as provided for in subparagraph (d) of the EXCESS AMOUNTS SECTION
     of Article III.

     Active Participant means an Eligible Employee who is actively participating
     in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION
     of Article II.


RESTATEMENT JANUARY 1, 2004             5                      ARTICLE I (8-910)

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     ADP Test means the nondiscrimination test described in Code Section
     401(k)(3) as provided for in subparagraph (c) of the EXCESS AMOUNTS SECTION
     of Article III.

     Affiliated Service Group means any group of corporations, partnerships or
     other organizations of which the Employer is a part and which is affiliated
     within the meaning of Code Section 414(m) and regulations thereunder. Such
     a group includes at least two organizations one of which is either a
     service organization (that is, an organization the principal business of
     which is performing services), or an organization the principal business of
     which is performing management functions on a regular and continuing basis.
     Such service is of a type historically performed by employees. In the case
     of a management organization, the Affiliated Service Group shall include
     organizations related, within the meaning of Code Section 144(a)(3), to
     either the management organization or the organization for which it
     performs management functions. The term Controlled Group, as it is used in
     this Plan, shall include the term Affiliated Service Group.

     Alternate Payee means any spouse, former spouse, child, or other dependent
     of a Participant who is recognized by a qualified domestic relations order
     as having a right to receive all, or a portion of, the benefits payable
     under the Plan with respect to such Participant.

     Annual Compensation means, for a Plan Year, the Employee's Compensation for
     the Compensation Year ending with or within the consecutive 12-month period
     ending on the last day of the Plan Year.

     Annual Compensation shall only include Compensation received while an
     Active Participant.

     Annuity Contract means the annuity contract or contracts into which the
     Trustee enters with the Insurer for guaranteed benefits, for the investment
     of Contributions in separate accounts, and for the payment of benefits
     under this Plan. The term Annuity Contract as it is used in this Plan shall
     include the plural unless the context clearly indicates the singular is
     meant.

     Annuity Starting Date means, for a Participant, the first day of the first
     period for which an amount is payable as an annuity or any other form.

     Beneficiary means the person or persons named by a Participant to receive
     any benefits under the Plan when the Participant dies. See the BENEFICIARY
     SECTION of Article X.

     Claimant means any person who makes a claim for benefits under this Plan.
     See the CLAIM AND APPEAL PROCEDURES SECTION of Article IX.

     Code means the Internal Revenue Code of 1986, as amended.

     Compensation means, except for purposes of the CONTRIBUTION LIMITATION
     SECTION of Article III and Article XI, the total earnings, except as
     modified in this definition, paid or made available to an Employee by the
     Employer during any specified period.

     "Earnings" in this definition means wages within the meaning of Code
     Section 3401(a) and all other payments of compensation to an Employee by
     the Employer (in the course of the Employer's trade or business) for which
     the Employer is required to furnish the Employee a written statement under
     Code Sections 6041(d), 6051(a)(3), and 6052. Earnings must be determined
     without regard to any rules under Code Section 3401(a) that limit the
     remuneration included in wages based on the nature or


RESTATEMENT JANUARY 1, 2004             6                      ARTICLE I (8-910)

<PAGE>

     location of the employment or the services performed (such as the exception
     for agricultural labor in Code Section 3401(a)(2)). The amount reported in
     the "Wages, Tips and Other Compensation" box on Form W-2 satisfies this
     definition.

     For any Self-employed Individual, Compensation means Earned Income.

     Compensation shall also include elective contributions. For this purpose,
     elective contributions are amounts contributed by the Employer pursuant to
     a salary reduction agreement and which are not includible in the gross
     income of the Employee under Code Section 125, 402(e)(3), 402(h)(1)(B), or
     403(b). Elective contributions also include compensation deferred under a
     Code Section 457 plan maintained by the Employer and employee contributions
     "picked up" by a governmental entity and, pursuant to Code Section
     414(h)(2), treated as Employer contributions. For years beginning after
     December 31, 1997, elective contributions shall also include amounts
     contributed by the Employer pursuant to a salary reduction agreement and
     which are not includible in the gross income of the Employee under Code
     Section 132(f)(4).

     For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer may
     elect to use an alternative nondiscriminatory definition of Compensation in
     accordance with the regulations under Code Section 414(s).

     For Plan Years beginning on or after January 1, 1994, the annual
     Compensation of each Participant taken into account for determining all
     benefits provided under the Plan for any determination period shall not
     exceed $150,000, as adjusted for increases in the cost-of-living in
     accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment
     in effect for a calendar year applies to any determination period beginning
     in such calendar year.

     If a determination period consists of fewer than 12 months, the annual
     limit is an amount equal to the otherwise applicable annual limit
     multiplied by a fraction. The numerator of the fraction is the number of
     months in the short determination period, and the denominator of the
     fraction is 12.

     If Compensation for any prior determination period is taken into account in
     determining a Participant's contributions or benefits for the current Plan
     Year, the Compensation for such prior determination period is subject to
     the applicable annual compensation limit in effect for that determination
     period. For this purpose, in determining contributions or benefits in Plan
     Years beginning on or after January 1, 1994, the annual compensation limit
     in effect for determination periods beginning before that date is $150,000.

     Compensation means, for a Leased Employee, Compensation for the services
     the Leased Employee performs for the Employer, determined in the same
     manner as the Compensation of Employees who are not Leased Employees,
     regardless of whether such Compensation is received directly from the
     Employer or from the leasing organization.

     Compensation Year means the consecutive 12-month period ending on the last
     day of each Plan Year, including corresponding periods before May 1, 1986.


RESTATEMENT JANUARY 1, 2004             7                      ARTICLE I (8-910)

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     Contributions means

          Elective Deferral Contributions
          Matching Contributions
          Discretionary Contributions
          Voluntary Contributions
          Rollover Contributions

     as set out in Article III, unless the context clearly indicates only
     specific contributions are meant.

     Controlled Group means any group of corporations, trades, or businesses of
     which the Employer is a part that are under common control. A Controlled
     Group includes any group of corporations, trades, or businesses, whether or
     not incorporated, which is either a parent-subsidiary group, a
     brother-sister group, or a combined group within the meaning of Code
     Section 414(b), Code Section 414(c) and regulations thereunder and, for
     purposes of determining contribution limitations under the CONTRIBUTION
     LIMITATION SECTION of Article III, as modified by Code Section 415(h) and,
     for the purpose of identifying Leased Employees, as modified by Code
     Section 144(a)(3). The term Controlled Group, as it is used in this Plan,
     shall include the term Affiliated Service Group and any other employer
     required to be aggregated with the Employer under Code Section 414(o) and
     the regulations thereunder.

     Direct Rollover means a payment by the Plan to the Eligible Retirement Plan
     specified by the Distributee.

     Discretionary Contributions means discretionary contributions made by the
     Employer to fund this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of
     Article III.

     Distributee means an Employee or former Employee. In addition, the
     Employee's (or former Employee's) surviving spouse and the Employee's (or
     former Employee's) spouse or former spouse who is the alternate payee under
     a qualified domestic relations order, as defined in Code Section 414(p),
     are Distributees with regard to the interest of the spouse or former
     spouse.

     Earned Income means, for a Self-employed Individual, net earnings from
     self-employment in the trade or business for which this Plan is established
     if such Self-employed Individual's personal services are a material income
     producing factor for that trade or business. Net earnings shall be
     determined without regard to items not included in gross income and the
     deductions properly allocable to or chargeable against such items. Net
     earnings shall be reduced for the employer contributions to the Employer's
     qualified retirement plan(s) to the extent deductible under Code Section
     404.

     Net earnings shall be determined with regard to the deduction allowed to
     the Employer by Code Section 164(f) for taxable years beginning after
     December 31, 1989.

     Elective Deferral Contributions means contributions made by the Employer to
     fund this Plan in accordance with elective deferral agreements between
     Eligible Employees and the Employer.

     Elective deferral agreements shall be made, changed, or terminated
     according to the provisions of the EMPLOYER CONTRIBUTIONS SECTION of
     Article III.

     Elective Deferral Contributions shall be 100% vested and subject to the
     distribution restrictions of Code Section 401(k) when made. See the WHEN
     BENEFITS START SECTION of Article V.


RESTATEMENT JANUARY 1, 2004             8                      ARTICLE I (8-910)

<PAGE>

     Eligible Employee means any Employee of the Employer who meets the
     following requirement. His employment classification with the Employer is
     all of the following:

          Nonbargaining class. Not represented for collective bargaining
          purposes by any collective bargaining agreement between the Employer
          and employee representatives, if retirement benefits were the subject
          of good faith bargaining and if two percent or less of the Employees
          who are covered pursuant to that agreement are professionals as
          defined in section 1.410(b)-9 of the regulations. For this purpose,
          the term "employee representatives" does not include any organization
          more than half of whose members are Employees who are owners,
          officers, or executives of the Employer.

          Not a nonresident alien, within the meaning of Code Section
          7701(b)(1)(B), who receives no earned income, within the meaning of
          Code Section 911(d)(2), from the Employer which constitutes income
          from sources within the United States, within the meaning of Code
          Section 861(a)(3), or who receives such earned income but it is all
          exempt from income tax in the United States under the terms of an
          income tax convention.

          Not a Leased Employee.

          Not an Employee considered by the Employer to be an independent
          contractor, or the employee of an independent contractor, who is later
          determined by the Internal Revenue Service to be an Employee.

     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 the
     Distributee's Eligible Rollover Distribution. However, in the case of an
     Eligible Rollover Distribution to the surviving spouse, an Eligible
     Retirement Plan is an individual retirement account or individual
     retirement annuity.

     Eligible Rollover Distribution means any distribution of all or any portion
     of the balance to the credit of the Distributee, except that an Eligible
     Rollover Distribution does not include: (i) any distribution that is one of
     a series of substantially equal periodic payments (not less frequently than
     annually) made for the life (or life expectancy) of the Distributee or the
     joint lives (or joint life expectancies) of the Distributee and the
     Distributee's designated Beneficiary, or for a specified period of ten
     years or more; (ii) any distribution to the extent such distribution is
     required under Code Section 401(a)(9); (iii) any hardship distribution
     described in Code Section 401(k)(2)(B)(i)(IV) received after December 31,
     1998; (iv) the portion of any other distribution(s) that is not includible
     in gross income (determined without regard to the exclusion for net
     unrealized appreciation with respect to employer securities); and (v) any
     other distribution(s) that is reasonably expected to total less than $200
     during a year.

     Employee means an individual who is employed by the Employer or any other
     employer required to be aggregated with the Employer under Code Sections
     414(b), (c), (m), or (o). A Controlled Group member is required to be
     aggregated with the Employer.

     The term Employee shall include any Self-employed Individual treated as an
     employee of any employer described in the preceding paragraph as provided
     in Code Section 401(c)(1). The term Employee shall also include any Leased
     Employee deemed to be an employee of any employer described in the
     preceding paragraph as provided in Code Section 414(n) or (o).


RESTATEMENT JANUARY 1, 2004            9                       ARTICLE I (8-910)

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     Employer means, except for purposes of the CONTRIBUTION LIMITATION SECTION
     of Article III, the Primary Employer. This will also include any successor
     corporation or firm of the Employer which shall, by written agreement,
     assume the obligations of this Plan or any Predecessor Employer which
     maintained this Plan.

     Employer Contributions means

          Elective Deferral Contributions
          Matching Contributions
          Discretionary Contributions

     as set out in Article III and contributions made by the Employer to fund
     this Plan in accordance with the provisions of the MODIFICATION OF
     CONTRIBUTIONS SECTION of Article XI, unless the context clearly indicates
     only specific contributions are meant.

     Entry Date means the date an Employee first enters the Plan as an Active
     Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

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

     Fiscal Year means the Primary Employer's taxable year. The last day of the
     Fiscal Year is December 31.

     Forfeiture means the part, if any, of a Participant's Account that is
     forfeited. See the FORFEITURES SECTION of Article III.

     Forfeiture Date means, as to a Participant, the date the Participant incurs
     five consecutive Vesting Breaks in Service.

     Highly Compensated Employee means any Employee who:

     (a)  was a 5-percent owner at any time during the year or the preceding
          year, or

     (b)  for the preceding year had compensation from the Employer in excess of
          $80,000 and, if the Employer so elects, was in the top-paid group for
          the preceding year. The $80,000 amount is adjusted at the same time
          and in the same manner as under Code Section 415(d), except that the
          base period is the calendar quarter ending September 30, 1996.

     For this purpose the applicable year of the plan for which a determination
     is being made is called a determination year and the preceding 12-month
     period is called a look-back year. If the Employer makes a calendar year
     data election, the look-back year shall be the calendar year beginning with
     or within the look-back year. The Plan may not use such election to
     determine whether Employees are Highly Compensated Employees on account of
     being a 5-percent owner.

     In determining who is a Highly Compensated Employee, the Employer does not
     make a top-paid group election. In determining who is a Highly Compensated
     Employee, the Employer does not make a calendar year data election.


RESTATEMENT JANUARY 1, 2004            10                      ARTICLE I (8-910)

<PAGE>

     Calendar year data elections and top-paid group elections, once made, apply
     for all subsequent years unless changed by the Employer. If the Employer
     makes one election, the Employer is not required to make the other. If both
     elections are made, the look-back year in determining the top-paid group
     must be the calendar year beginning with or within the look-back year.
     These elections must apply consistently to the determination years of all
     plans maintained by the Employer which reference the highly compensated
     employee definition in Code Section 414(q), except as provided in Internal
     Revenue Service Notice 97-45 (or superseding guidance). The consistency
     requirement will not apply to determination years beginning with or within
     the 1997 calendar year, and for determination years beginning on or after
     January 1, 1998 and before January 1, 2000, satisfaction of the consistency
     requirement is determined without regard to any nonretirement plans of the
     Employer.

     The determination of who is a highly compensated former Employee is based
     on the rules applicable to determining Highly Compensated Employee status
     as in effect for that determination year, in accordance with section
     1.414(q)-1T, A-4 of the temporary Income Tax Regulations and Internal
     Revenue Service Notice 97-45.

     In determining whether an Employee is a Highly Compensated Employee for
     years beginning in 1997, the amendments to Code Section 414(q) stated above
     are treated as having been in effect for years beginning in 1996.

     The determination of who is a Highly Compensated Employee, including the
     determinations of the number and identity of Employees in the top-paid
     group, the compensation that is considered, and the identity of the
     5-percent owners, shall be made in accordance with Code Section 414(q) and
     the regulations thereunder.

     Hour-of-Service means the following:

     (a)  Each hour for which an Employee is paid, or entitled to payment, for
          performing duties for the Employer during the applicable computation
          period.

     (b)  Each hour for which an Employee is paid, or entitled to payment, by
          the Employer because of a period of time in which no duties are
          performed (irrespective of whether the employment relationship has
          terminated) due to vacation, holiday, illness, incapacity (including
          disability), layoff, jury duty, military duty or leave of absence.
          Notwithstanding the preceding provisions of this subparagraph (b), no
          credit will be given to the Employee:

          (1)  for more than 501 Hours-of-Service under this subparagraph (b)
               because of any single continuous period in which the Employee
               performs no duties (whether or not such period occurs in a single
               computation period); or

          (2)  for an Hour-of-Service for which the Employee is directly or
               indirectly paid, or entitled to payment, because of a period in
               which no duties are performed if such payment is made or due
               under a plan maintained solely for the purpose of complying with
               applicable worker's or workmen's compensation, or unemployment
               compensation, or disability insurance laws; or

          (3)  for an Hour-of-Service for a payment which solely reimburses the
               Employee for medical or medically related expenses incurred by
               him.


RESTATEMENT JANUARY 1, 2004            11                      ARTICLE I (8-910)

<PAGE>

          For purposes of this subparagraph (b), a payment shall be deemed to be
          made by, or due from the Employer, regardless of whether such payment
          is made by, or due from the Employer, directly or indirectly through,
          among others, a trust fund or insurer, to which the Employer
          contributes or pays premiums and regardless of whether contributions
          made or due to the trust fund, insurer or other entity are for the
          benefit of particular employees or are on behalf of a group of
          employees in the aggregate.

     (c)  Each hour for which back pay, irrespective of mitigation of damages,
          is either awarded or agreed to by the Employer. The same
          Hours-of-Service shall not be credited both under subparagraph (a) or
          subparagraph (b) above (as the case may be) and under this
          subparagraph (c). Crediting of Hours-of-Service for back pay awarded
          or agreed to with respect to periods described in subparagraph (b)
          above will be subject to the limitations set forth in that
          subparagraph.

     The crediting of Hours-of-Service above shall be applied under the rules of
     paragraphs (b) and (c) of the Department of Labor Regulation 2530.200b-2
     (including any interpretations or opinions implementing such rules); which
     rules, by this reference, are specifically incorporated in full within this
     Plan. The reference to paragraph (b) applies to the special rule for
     determining hours of service for reasons other than the performance of
     duties such as payments calculated (or not calculated) on the basis of
     units of time and the rule against double credit. The reference to
     paragraph (c) applies to the crediting of hours of service to computation
     periods.

     Hours-of-Service shall be credited for employment with any other employer
     required to be aggregated with the Employer under Code Sections 414(b),
     (c), (m), or (o) and the regulations thereunder for purposes of eligibility
     and vesting. Hours-of-Service shall also be credited for any individual who
     is considered an employee for purposes of this Plan pursuant to Code
     Section 414(n) or (o) and the regulations thereunder.

     Solely for purposes of determining whether a one-year break in service has
     occurred for eligibility or vesting purposes, during a Parental Absence an
     Employee shall be credited with the Hours-of-Service which otherwise would
     normally have been credited to the Employee but for such absence, or in any
     case in which such hours cannot be determined, eight Hours-of-Service per
     day of such absence. The Hours-of-Service credited under this paragraph
     shall be credited in the computation period in which the absence begins if
     the crediting is necessary to prevent a break in service in that period; or
     in all other cases, in the following computation period.

     Inactive Participant means a former Active Participant who has an Account.
     See the INACTIVE PARTICIPANT SECTION of Article II.

     Insurer means Principal Life Insurance Company and any other insurance
     company or companies named by the Trustee or Primary Employer.

     Investment Fund means the total of Plan assets, excluding the guaranteed
     benefit policy portion of any Annuity Contract. All or a portion of these
     assets may be held under the Trust Agreement.

     The Investment Fund shall be valued at current fair market value as of the
     Valuation Date. The valuation shall take into consideration investment
     earnings credited, expenses charged, payments made, and changes in the
     values of the assets held in the Investment Fund.


RESTATEMENT JANUARY 1, 2004            12                      ARTICLE I (8-910)

<PAGE>

     The Investment Fund shall be allocated at all times to Participants, except
     as otherwise expressly provided in the Plan. The Account of a Participant
     shall be credited with its share of the gains and losses of the Investment
     Fund. That part of a Participant's Account invested in a funding
     arrangement which establishes one or more accounts or investment vehicles
     for such Participant thereunder shall be credited with the gain or loss
     from such accounts or investment vehicles. The part of a Participant's
     Account which is invested in other funding arrangements shall be credited
     with a proportionate share of the gain or loss of such investments. The
     share shall be determined by multiplying the gain or loss of the investment
     by the ratio of the part of the Participant's Account invested in such
     funding arrangement to the total of the Investment Fund invested in such
     funding arrangement.

     Investment Manager means any fiduciary (other than a trustee or Named
     Fiduciary)

     (a)  who has the power to manage, acquire, or dispose of any assets of the
          Plan;

     (b)  who (i) is registered as an investment adviser under the Investment
          Advisers Act of 1940; (ii) is not registered as an investment adviser
          under such Act by reason of paragraph (1) of section 203A(a) of such
          Act, is registered as an investment adviser under the laws of the
          state (referred to in such paragraph (1)) in which it maintains its
          principal office and place of business, and, at the time it last filed
          the registration form most recently filed by it with such state in
          order to maintain its registration under the laws of such state, also
          filed a copy of such form with the Secretary of Labor, (iii) is a
          bank, as defined in that Act; or (iv) is an insurance company
          qualified to perform services described in subparagraph (a) above
          under the laws of more than one state; and

     (c)  who has acknowledged in writing being a fiduciary with respect to the
          Plan.

     Late Retirement Date means any date which is after a Participant's Normal
     Retirement Date and on which retirement benefits begin. If a Participant
     continues to work for the Employer after his Normal Retirement Date, his
     Late Retirement Date shall be the date he ceases to be an Employee. An
     earlier or a later Retirement Date may apply if the Participant so elects.
     An earlier Retirement Date may apply if the Participant is age 70 1/2. See
     the WHEN BENEFITS START SECTION of Article V.

     Leased Employee means any person (other than an employee of the recipient)
     who, pursuant to an agreement between the recipient and any other person
     ("leasing organization"), has performed services for the recipient (or for
     the recipient and related persons determined in accordance with Code
     Section 414(n)(6)) on a substantially full time basis for a period of at
     least one year, and such services are performed under primary direction or
     control by the recipient. Contributions or benefits provided by the leasing
     organization to a Leased Employee, which are attributable to service
     performed for the recipient employer, shall be treated as provided by the
     recipient employer.

     A Leased Employee shall not be considered an employee of the recipient if:

     (a)  such employee is covered by a money purchase pension plan providing
          (i) a nonintegrated employer contribution rate of at least 10 percent
          of compensation, as defined in Code Section 415(c)(3), but for years
          beginning before January 1, 1998, including amounts contributed
          pursuant to a salary reduction agreement which are excludible from the
          employee's gross income


RESTATEMENT JANUARY 1, 2004            13                      ARTICLE I (8-910)

<PAGE>

          under Code Sections 125, 402(e)(3), 402(h)(1)(B), or 403(b), (ii)
          immediate participation, and (iii) full and immediate vesting, and

     (b)  Leased Employees do not constitute more than 20 percent of the
          recipient's nonhighly compensated work force.

     Loan Administrator means the person(s) or position(s) authorized to
     administer the Participant loan program.

     The Loan Administrator is the Human Resource Director.

     Matching Contributions means contributions made by the Employer to fund
     this Plan which are contingent on a Participant's Elective Deferral
     Contributions and Voluntary Contributions. See the EMPLOYER CONTRIBUTIONS
     SECTION of Article III.

     Monthly Date means each Yearly Date and the same day of each following
     month during the Plan Year beginning on such Yearly Date.

     Named Fiduciary means the person or persons who have authority to control
     and manage the operation and administration of the Plan.

     The Named Fiduciary is the Employer.

     Nonhighly Compensated Employee means an Employee of the Employer who is not
     a Highly Compensated Employee.

     Nonvested Account means the excess, if any, of a Participant's Account over
     his Vested Account.

     Normal Retirement Age means the age at which the Participant's normal
     retirement benefit becomes nonforfeitable if he is an Employee. A
     Participant's Normal Retirement Age is 65.

     Normal Retirement Date means the date the Participant reaches his Normal
     Retirement Age. Unless otherwise provided in this Plan, a Participant's
     retirement benefits shall begin on a Participant's Normal Retirement Date
     if he has ceased to be an Employee on such date and has a Vested Account.
     Even if the Participant is an Employee on his Normal Retirement Date, he
     may choose to have his retirement benefit begin on such date. See the WHEN
     BENEFITS START SECTION of Article V.

     Owner-employee means a Self-employed Individual who, in the case of a sole
     proprietorship, owns the entire interest in the unincorporated trade or
     business for which this Plan is established. If this Plan is established
     for a partnership, an Owner-employee means a Self-employed Individual who
     owns more than 10 percent of either the capital interest or profits
     interest in such partnership.

     Parental Absence means an Employee's absence from work:

     (a)  by reason of pregnancy of the Employee,

     (b)  by reason of birth of a child of the Employee,


RESTATEMENT JANUARY 1, 2004            14                      ARTICLE I (8-910)

<PAGE>

     (c)  by reason of the placement of a child with the Employee in connection
          with adoption of such child by such Employee, or

     (d)  for purposes of caring for such child for a period beginning
          immediately following such birth or placement.

     Participant means either an Active Participant or an Inactive Participant.

     Participant Contributions means Voluntary Contributions as set out in
     Article III.

     Period of Military Duty means, for an Employee

     (a)  who served as a member of the armed forces of the United States, and

     (b)  who was reemployed by the Employer at a time when the Employee had a
          right to reemployment in accordance with seniority rights as protected
          under Chapter 43 of Title 38 of the U. S. Code,

     the period of time from the date the Employee was first absent from active
     work for the Employer because of such military duty to the date the
     Employee was reemployed.

     Plan means the savings plan of the Employer set forth in this document,
     including any later amendments to it.

     Plan Administrator means the person or persons who administer the Plan.

     The Plan Administrator is the Employer.

     Plan Fund means the total of the Investment Fund and the guaranteed benefit
     policy portion of any Annuity Contract. The Investment Fund shall be valued
     as stated in its definition. The guaranteed benefit policy portion of any
     Annuity Contract shall be determined in accordance with the terms of the
     Annuity Contract and, to the extent that such Annuity Contract allocates
     contract values to Participants, allocated to Participants in accordance
     with its terms. The total value of all amounts held under the Plan Fund
     shall equal the value of the aggregate Participants' Accounts under the
     Plan.

     Plan Year means a period beginning on a Yearly Date and ending on the day
     before the next Yearly Date.


RESTATEMENT JANUARY 1, 2004            15                      ARTICLE I (8-910)

<PAGE>

     Predecessor Employer means a firm of which the Employer was once a part
     (e.g., due to a spinoff or change of corporate status) or a firm absorbed
     by the Employer because of a merger or acquisition (stock or asset,
     including a division or an operation of such company) which maintained this
     Plan or which is named below:

     Wrightpoint Computers
     JPL
     JMD
     CORBUS
     RJO
     DRC
     Sumaria
     HJ Ford
     Innolog
     Ball
     Keene
     TASC/TSC
     International Consultants Inc.
     AmComp Corp.
     Vitronics Inc.

     Primary Employer means Modern Technologies Corporation.

     Qualifying Employer Securities means any security which is issued by the
     Employer or any Controlled Group member and which meets the requirements of
     Code Section 409(l) and ERISA Section 407(d)(5). This shall also include
     any securities that satisfied the requirements of the definition when these
     securities were assigned to the Plan.

     Qualifying Employer Securities Fund means that part of the assets of the
     Trust Fund that are designated to be held primarily or exclusively in
     Qualifying Employer Securities for the purpose of providing benefits for
     Participants.

     Reentry Date means the date a former Active Participant reenters the Plan.
     See the ACTIVE PARTICIPANT SECTION of Article II.

     Retirement Date means the date a retirement benefit will begin and is a
     Participant's Normal or Late Retirement Date, as the case may be.

     Rollover Contributions means the Rollover Contributions which are made by
     an Eligible Employee or an Inactive Participant according to the provisions
     of the ROLLOVER CONTRIBUTIONS SECTION of Article III.

     Self-employed Individual means, with respect to any Fiscal Year, an
     individual who has Earned Income for the Fiscal Year (or who would have
     Earned Income but for the fact the trade or business for which this Plan is
     established did not have net profits for such Fiscal Year).


RESTATEMENT JANUARY 1, 2004            16                      ARTICLE I (8-910)

<PAGE>

     Totally and Permanently Disabled means that a Participant can no longer
     continue in the service of his employer because of a mental or physical
     condition that is likely to result in death or is expected to continue for
     a period of at least six months. A Participant shall be considered Totally
     and Permanently Disabled only if the Plan Administrator determines he is
     Totally and Permanently Disabled based on a written certificate of a
     physician acceptable to it.

     Trust Agreement means an agreement or agreements of trust between the
     Primary Employer and Trustee established for the purpose of holding and
     distributing the Trust Fund under the provisions of the Plan. The Trust
     Agreement may provide for the investment of all or any portion of the Trust
     Fund in the Annuity Contract or any other investment arrangement.

     Trust Fund means the total funds held under an applicable Trust Agreement.
     The term Trust Fund when used within a Trust Agreement shall mean only the
     funds held under that Trust Agreement.

     Trustee means the party or parties named in the applicable Trust Agreement.
     The term Trustee as it is used in this Plan is deemed to include the plural
     unless the context clearly indicates the singular is meant.

     Valuation Date means the date on which the value of the assets of the
     Investment Fund is determined. The value of each Account which is
     maintained under this Plan shall be determined on the Valuation Date. In
     each Plan Year, the Valuation Date shall be the last day of the Plan Year.
     At the discretion of the Plan Administrator, Trustee, or Insurer (whichever
     applies), assets of the Investment Fund may be valued more frequently.
     These dates shall also be Valuation Dates.

     Vested Account means the vested part of a Participant's Account. The
     Participant's Vested Account is determined as follows.

     If the Participant's Vesting Percentage is 100%, his Vested Account equals
     his Account.

     If the Participant's Vesting Percentage is less than 100%, his Vested
     Account equals the sum of (a) and (b) below:

     (a)  The part of the Participant's Account that results from Employer
          Contributions made before a prior Forfeiture Date and all other
          Contributions which were 100% vested when made.

     (b)  The balance of the Participant's Account in excess of the amount in
          (a) above multiplied by his Vesting Percentage.

     If the Participant has withdrawn any part of his Account resulting from
     Employer Contributions, other than the vested Employer Contributions
     included in (a) above, the amount determined under this subparagraph (b)
     shall be equal to P(AB + D) - D as defined below:

     P    The Participant's Vesting Percentage.

     AB   The balance of the Participant's Account in excess of the amount in
          (a) above.

     D    The amount of the withdrawal resulting from Employer Contributions,
          other than the vested Employer Contributions included in (a) above.


RESTATEMENT JANUARY 1, 2004            17                      ARTICLE I (8-910)

<PAGE>

     The Participant's Vested Account is nonforfeitable.

     Vesting Break in Service means a Vesting Computation Period in which an
     Employee is credited with 500 or fewer Hours-of-Service. An Employee incurs
     a Vesting Break in Service on the last day of a Vesting Computation Period
     in which he has a Vesting Break in Service.

     Vesting Computation Period means a consecutive 12-month period ending on
     the last day of each Plan Year, including corresponding consecutive
     12-month periods before May 1, 1986.

     Vesting Percentage means the percentage used to determine the
     nonforfeitable portion of a Participant's Account attributable to Employer
     Contributions which were not 100% vested when made.

     A Participant's Vesting Percentage is shown in the following schedule
     opposite the number of whole years of his Vesting Service.

VESTING SERVICE                         VESTING
 (whole years)                         PERCENTAGE

  Less than 1                              0
      1                                   20
      2                                   40
      3                                   60
      4                                   80
   5 or more                             100

     Notwithstanding the foregoing, when Modern Technologies Corporation
     acquires a company and merges their retirement plan with this Plan, the
     vesting schedule, if different from above, may be preserved and those
     accounts may be vested under that schedule. See the AMENDMENTS SECTION of
     Article X.

     The Vesting Percentage for a Participant who is an Employee on or after the
     date he reaches Normal Retirement Age shall be 100%. The Vesting Percentage
     for a Participant who is an Employee on the date he becomes Totally and
     Permanently Disabled or dies shall be 100%.

     If the schedule used to determine a Participant's Vesting Percentage is
     changed, the new schedule shall not apply to a Participant unless he is
     credited with an Hour-of-Service on or after the date of the change and the
     Participant's nonforfeitable percentage on the day before the date of the
     change is not reduced under this Plan. The amendment provisions of the
     AMENDMENTS SECTION of Article X regarding changes in the computation of the
     Vesting Percentage shall apply.

     Vesting Service means one year of service for each Vesting Computation
     Period in which an Employee is credited with at least 1,000
     Hours-of-Service.


RESTATEMENT JANUARY 1, 2004            18                      ARTICLE I (8-910)

<PAGE>

     However, Vesting Service is modified as follows:

     Service with a Predecessor Employer which did not maintain this Plan
     included:

          An Employee's service with a Predecessor Employer which did not
          maintain this Plan shall be included as service with the Employer.
          This service excludes service performed while a proprietor or partner.

     Period of Military Duty included:

          A Period of Military Duty shall be included as service with the
          Employer to the extent it has not already been credited. For purposes
          of crediting Hours-of-Service during the Period of Military Duty, an
          Hour-of-Service shall be credited (without regard to the 501
          Hour-of-Service limitation) for each hour an Employee would normally
          have been scheduled to work for the Employer during such period.

     Controlled Group service included:

          An Employee's service with a member firm of a Controlled Group while
          both that firm and the Employer were members of the Controlled Group
          shall be included as service with the Employer.

     Voluntary Contributions means contributions by a Participant that are not
     required as a condition of employment, of participation, or for obtaining
     additional benefits from the Employer Contributions. See the VOLUNTARY
     CONTRIBUTIONS BY PARTICIPANTS SECTION of Article III.

     Yearly Date means May 1, 1986, and each following January 1.

     Years of Service means an Employee's Vesting Service disregarding any
     modifications which exclude service.


RESTATEMENT JANUARY 1, 2004            19                      ARTICLE I (8-910)

<PAGE>

                                   ARTICLE II

                                 PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

     (a)  An Employee shall first become an Active Participant (begin active
          participation in the Plan) on the earliest Monthly Date on which he is
          an Eligible Employee. This date is his Entry Date.

          Each Employee who was an Active Participant under the Plan on December
          31, 2003, shall continue to be an Active Participant if he is still an
          Eligible Employee on January 1, 2004, and his Entry Date shall not
          change.

          If a person has been an Eligible Employee who has met all of the
          eligibility requirements above, but is not an Eligible Employee on the
          date which would have been his Entry Date, he shall become an Active
          Participant on the date he again becomes an Eligible Employee. This
          date is his Entry Date.

          In the event an Employee who is not an Eligible Employee becomes an
          Eligible Employee, such Eligible Employee shall become an Active
          Participant immediately if such Eligible Employee has satisfied the
          eligibility requirements above and would have otherwise previously
          become an Active Participant had he met the definition of Eligible
          Employee. This date is his Entry Date.

     (b)  An Inactive Participant shall again become an Active Participant
          (resume active participation in the Plan) on the date he again
          performs an Hour-of-Service as an Eligible Employee. This date is his
          Reentry Date.

          Upon again becoming an Active Participant, he shall cease to be an
          Inactive Participant.

     (c)  A former Participant shall again become an Active Participant (resume
          active participation in the Plan) on the date he again performs an
          Hour-of-Service as an Eligible Employee. This date is his Reentry
          Date.

     There shall be no duplication of benefits for a Participant under this Plan
because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

     An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earlier of the following:

     (a)  the date the Participant ceases to be an Eligible Employee, or

     (b)  the effective date of complete termination of the Plan under Article
          VIII.

     An Employee or former Employee who was an Inactive Participant under the
Plan on December 31, 2003, shall continue to be an Inactive Participant on
January 1, 2004. Eligibility for any benefits payable to


RESTATEMENT JANUARY 1, 2004            20                     ARTICLE II (8-910)

<PAGE>

the Participant or on his behalf and the amount of the benefits shall be
determined according to the provisions of the prior document, unless otherwise
stated in this document.

SECTION 2.03--CESSATION OF PARTICIPATION.

     A Participant shall cease to be a Participant on the date he is no longer
an Eligible Employee and his Account is zero.


RESTATEMENT JANUARY 1, 2004            21                     ARTICLE II (8-910)

<PAGE>

                                   ARTICLE III

                                  CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

     Employer Contributions shall be made without regard to current or
accumulated net income, earnings or profits of the Employer. Notwithstanding the
foregoing, the Plan shall continue to be designed to qualify as a profit sharing
plan for purposes of Code Sections 401(a), 402, 412, and 417. Such Contributions
shall be equal to the Employer Contributions as described below:

     (a)  The amount of each Elective Deferral Contribution for a Participant
          shall be equal to a portion of Compensation as specified in the
          elective deferral agreement. An Employee who is eligible to
          participate in the Plan may file an elective deferral agreement with
          the Employer. The Participant shall modify or terminate the elective
          deferral agreement by filing a new elective deferral agreement. The
          elective deferral agreement may not be made retroactively and shall
          remain in effect until modified or terminated.

          The elective deferral agreement to start or modify Elective Deferral
          Contributions shall be effective on the first day of the first pay
          period following the pay period in which the Participant's Entry Date
          (Reentry Date, if applicable) or any following date occurs. The
          elective deferral agreement must be entered into on or before the date
          it is effective.

          The elective deferral agreement to stop Elective Deferral
          Contributions may be entered into on any date. Such elective deferral
          agreement shall be effective on the first day of the pay period
          following the pay period in which the elective deferral agreement is
          entered into.

          Elective Deferral Contributions cannot be less than 1% nor more than
          25% of Compensation.

          Elective Deferral Contributions are fully (100%) vested and
          nonforfeitable.

     (b)  The Employer may make discretionary Matching Contributions. The
          percentage of Elective Deferral Contributions and Voluntary
          Contributions matched, if any, shall be a percentage as determined by
          the Employer. Elective Deferral Contributions and Voluntary
          Contributions which are over a percentage of Compensation won't be
          matched. The percentage shall be determined by the Employer.

          Matching Contributions are calculated based on Elective Deferral
          Contributions, Voluntary Contributions and Compensation for the pay
          period. Matching Contributions are made for all persons who were
          Active Participants at any time during that pay period.

          Any percentage determined by the Employer shall apply to all eligible
          persons for the entire Plan Year.

          Matching Contributions are subject to the Vesting Percentage.


RESTATEMENT JANUARY 1, 2004            22                    ARTICLE III (8-910)

<PAGE>

     (c)  Discretionary Contributions may be made for each Plan Year in an
          amount determined by the Employer.

          Discretionary Contributions are subject to the Vesting Percentage.

     No Participant shall be permitted to have Elective Deferral Contributions,
as defined in the EXCESS AMOUNTS SECTION of this article, made under this Plan,
or any other qualified plan maintained by the Employer, during any taxable year,
in excess of the dollar limitation contained in Code Section 402(g) in effect at
the beginning of such taxable year.

     An elective deferral agreement (or change thereto) must be made in such
manner and in accordance with such rules as the Employer may prescribe
(including by means of voice response or other electronic system under
circumstances the Employer permits) and may not be made retroactively.

     Employer Contributions are allocated according to the provisions of the
ALLOCATION SECTION of this article.

     A portion of the Plan assets resulting from Employer Contributions (but not
more than the original amount of those Contributions) may be returned if the
Employer Contributions are made because of a mistake of fact or are more than
the amount deductible under Code Section 404 (excluding any amount which is not
deductible because the Plan is disqualified). The amount involved must be
returned to the Employer within one year after the date the Employer
Contributions are made by mistake of fact or the date the deduction is
disallowed, whichever applies. Except as provided under this paragraph and
Article VIII, the assets of the Plan shall never be used for the benefit of the
Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

SECTION 3.01A--VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS.

     An Active Participant may make Voluntary Contributions in accordance with
nondiscriminatory procedures set up by the Plan Administrator.

     A Participant's participation in the Plan is not affected by stopping or
changing Voluntary Contributions. An Active Participant's request to start,
change or stop his Voluntary Contributions must be made in a manner and in
accordance with such rules as the Employer may prescribe (including by means of
voice response or other electronic system under circumstances the Employer
permits).

     Voluntary Contributions shall be credited to the Participant's Account when
made.

     The part of the Participant's Account resulting from Voluntary
Contributions is fully (100%) vested and nonforfeitable at all times.

SECTION 3.01B--ROLLOVER CONTRIBUTIONS.

     A Rollover Contribution may be made by an Eligible Employee or an Inactive
Participant if the following conditions are met:

     (a)  The Contribution is of amounts distributed from a plan that satisfies
          the requirements of Code Section 401(a) or from a "conduit" individual
          retirement account described in Code Section


RESTATEMENT JANUARY 1, 2004            23                    ARTICLE III (8-910)

<PAGE>

          408(d)(3)(A). In the case of an Inactive Participant, the Contribution
          must be of an amount distributed from another plan of the Employer, or
          a plan of a Controlled Group member, that satisfies the requirements
          of Code Section 401(a).

     (b)  The Contribution is of amounts that the Code permits to be transferred
          to a plan that meets the requirements of Code Section 401(a).

     (c)  The Contribution is made in the form of a direct rollover under Code
          Section 401(a)(31) or is a rollover made under Code Section 402(c) or
          408(d)(3)(A) within 60 days after the Eligible Employee or Inactive
          Participant receives the distribution.

     (d)  The Eligible Employee or Inactive Participant furnishes evidence
          satisfactory to the Plan Administrator that the proposed rollover
          meets conditions (a), (b), and (c) above.

     A Rollover Contribution shall be allowed in cash only and must be made
according to procedures set up by the Plan Administrator.

     If the Eligible Employee is not an Active Participant when the Rollover
Contribution is made, he shall be deemed to be an Active Participant only for
the purpose of investment and distribution of the Rollover Contribution.
Employer Contributions shall not be made for or allocated to the Eligible
Employee and he may not make Participant Contributions until the time he meets
all of the requirements to become an Active Participant.

     Rollover Contributions made by an Eligible Employee or an Inactive
Participant shall be credited to his Account. The part of the Participant's
Account resulting from Rollover Contributions is fully (100%) vested and
nonforfeitable at all times. A separate accounting record shall be maintained
for that part of his Rollover Contributions consisting of voluntary
contributions which were deducted from the Participant's gross income for
Federal income tax purposes.

SECTION 3.02--FORFEITURES.

     The Nonvested Account of a Participant shall be forfeited as of the earlier
     of the following:

     (a)  the date the Participant dies (if prior to such date he had ceased to
          be an Employee), or

     (b)  the Participant's Forfeiture Date.

All or a portion of a Participant's Nonvested Account shall be forfeited before
such earlier date if, after he ceases to be an Employee, he receives, or is
deemed to receive, a distribution of his entire Vested Account or a distribution
of his Vested Account derived from Employer Contributions which were not 100%
vested when made, under the RETIREMENT BENEFITS SECTION of Article V, the VESTED
BENEFITS SECTION of Article V, or the SMALL AMOUNTS SECTION of Article X. The
forfeiture shall occur as of the date the Participant receives, or is deemed to
receive, the distribution. If a Participant receives, or is deemed to receive,
his entire Vested Account, his entire Nonvested Account shall be forfeited. If a
Participant receives a distribution of his Vested Account from Employer
Contributions which were not 100% vested when made, but less than his entire
Vested Account from such Contributions, the amount to be forfeited shall be
determined by multiplying his Nonvested Account from such Contributions by a
fraction. The numerator of the fraction is the amount of the distribution
derived from Employer Contributions which were not 100%


RESTATEMENT JANUARY 1, 2004            24                    ARTICLE III (8-910)

<PAGE>

vested when made and the denominator of the fraction is his entire Vested
Account derived from such Contributions on the date of distribution.

     A Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION of
this article.

     Forfeitures shall be determined at least once during each Plan Year.
Forfeitures may first be used to pay administrative expenses. Forfeitures of
Matching Contributions which relate to excess amounts as provided in the EXCESS
AMOUNTS SECTION of this article, which have not been used to pay administrative
expenses, shall be applied to reduce the earliest Employer Contributions made
after the Forfeitures are determined. Any other Forfeitures which have not been
used to pay administrative expenses shall be applied to reduce the earliest
Employer Contributions made after the Forfeitures are determined. Upon their
application to reduce Employer Contributions, Forfeitures shall be deemed to be
Employer Contributions.

     If a Participant again becomes an Eligible Employee after receiving a
distribution which caused all or a portion of his Nonvested Account to be
forfeited, he shall have the right to repay to the Plan the entire amount of the
distribution he received (excluding any amount of such distribution resulting
from Contributions which were 100% vested when made). The repayment must be made
in a single sum (repayment in installments is not permitted) before the earlier
of the date five years after the date he again becomes an Eligible Employee or
the end of the first period of five consecutive Vesting Breaks in Service which
begin after the date of the distribution.

     If the Participant makes the repayment above, the Plan Administrator shall
restore to his Account an amount equal to his Nonvested Account which was
forfeited on the date of distribution, unadjusted for any investment gains or
losses. If no amount is to be repaid because the Participant was deemed to have
received a distribution, or only received a distribution of Contributions which
were 100% vested when made, and he again performs an Hour-of-Service as an
Eligible Employee within the repayment period, the Plan Administrator shall
restore the Participant's Account as if he had made a required repayment on the
date he performed such Hour-of-Service. Restoration of the Participant's Account
shall include restoration of all Code Section 411(d)(6) protected benefits with
respect to that restored Account, according to applicable Treasury regulations.
Provided, however, the Plan Administrator shall not restore the Nonvested
Account if (i) a Forfeiture Date has occurred after the date of the distribution
and on or before the date of repayment and (ii) that Forfeiture Date would
result in a complete forfeiture of the amount the Plan Administrator would
otherwise restore.

     The Plan Administrator shall restore the Participant's Account by the close
of the Plan Year following the Plan Year in which repayment is made. Permissible
sources for the restoration of the Participant's Account are Forfeitures or
special Employer Contributions. Such special Employer Contributions shall be
made without regard to profits. The repaid and restored amounts are not included
in the Participant's Annual Additions, as defined in the CONTRIBUTION LIMITATION
SECTION of this article.

SECTION 3.03--ALLOCATION.

     A person meets the allocation requirements of this section if he is an
Active Participant on the last day of the Plan Year and has at least 1,000
Hours-of-Service during the latest Accrual Computation Period ending on or
before that date. A person shall also meet the requirements of this section if
he was an Active Participant at any time during the Plan Year and retires,
becomes Totally and Permanently Disabled, or dies.


RESTATEMENT JANUARY 1, 2004            25                    ARTICLE III (8-910)

<PAGE>

     Elective Deferral Contributions shall be allocated to Participants for whom
such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this
article. Such Contributions shall be allocated when made and credited to the
Participant's Account.

     Matching Contributions shall be allocated to the persons for whom such
Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article.
Such Contributions shall be allocated when made and credited to the person's
Account.

     Discretionary Contributions shall be allocated as of the last day of the
Plan Year using Annual Compensation for the Plan Year. The amount allocated
shall be determined as follows:

STEP ONE: This step one shall only apply in years in which the Plan is a
Top-heavy Plan, as defined in the DEFINITIONS SECTION of Article XI, and the
minimum contribution under the MODIFICATION OF CONTRIBUTIONS SECTION of Article
XI is not being provided by other contributions to this Plan or another plan of
the Employer.

The allocation in this step one shall be made to each person meeting the
allocation requirements of this section and each person who is entitled to a
minimum contribution under the MODIFICATION OF CONTRIBUTIONS SECTION of Article
XI. Each such person's allocation shall be an amount equal to the Discretionary
Contributions multiplied by the ratio of such person's Annual Compensation to
the total Annual Compensation of all such persons. Such amount shall not exceed
3% of such person's Annual Compensation. The allocation for any person who does
not meet the allocation requirements of this section shall be limited to the
amount necessary to fund the minimum contribution.

STEP TWO: The allocation in this step two shall be made to each person meeting
the allocation requirements of this section. Each such person's allocation shall
be equal to any amount remaining after the allocation in step one multiplied by
the ratio of such person's Annual Compensation to the total Annual Compensation
of all such persons.

This amount shall be credited to the person's Account.

     If Leased Employees are Eligible Employees, in determining the amount of
Employer Contributions allocated to a person who is a Leased Employee,
contributions provided by the leasing organization which are attributable to
services such Leased Employee performs for the Employer shall be treated as
provided by the Employer. Those contributions shall not be duplicated under this
Plan.

SECTION 3.04--CONTRIBUTION LIMITATION.

     (a)  Definitions. For the purpose of determining the contribution
          limitation set forth in this section, the following terms are defined.

          Annual Additions means the sum of the following amounts credited to a
          Participant's account for the Limitation Year:

          (1)  employer contributions;

          (2)  employee contributions; and


RESTATEMENT JANUARY 1, 2004            26                    ARTICLE III (8-910)

<PAGE>

          (3)  forfeitures.

          Annual Additions to a defined contribution plan shall also include the
          following:

          (4)  amounts allocated, after March 31, 1984, to an individual medical
               account, as defined in Code Section 415(l)(2), which are part of
               a pension or annuity plan maintained by the Employer,

          (5)  amounts derived from contributions paid or accrued after December
               31, 1985, in taxable years ending after such date, which are
               attributable to post-retirement medical benefits, allocated to
               the separate account of a key employee, as defined in Code
               Section 419A(d)(3), under a welfare benefit fund, as defined in
               Code Section 419(e), maintained by the Employer; and

          (6)  allocations under a simplified employee pension.

          For this purpose, any Excess Amount applied under (e) and (k) below in
          the Limitation Year to reduce Employer Contributions shall be
          considered Annual Additions for such Limitation Year.

          Compensation means wages within the meaning of Code Section 3401(a)
          and all other payments of compensation to an Employee by the Employer
          (in the course of the Employer's trade or business) for which the
          Employer is required to furnish the Employee a written statement under
          Code Sections 6041(d), 6051(a)(3), and 6052. Compensation must be
          determined without regard to any rules under Code Section 3401(a) that
          limit the remuneration included in wages based on the nature or
          location of the employment or the services performed (such as the
          exception for agricultural labor in Code Section 3401(a)(2)). The
          amount reported in the "Wages, Tips and Other Compensation" box on
          Form W-2 satisfies this definition.

          For any Self-employed Individual, Compensation shall mean Earned
          Income.

          For purposes of applying the limitations of this section, Compensation
          for a Limitation Year is the Compensation actually paid or made
          available in gross income during such Limitation Year.

          For Limitation Years beginning after December 31, 1997, for purposes
          of applying the limitations of this section, Compensation paid or made
          available during such Limitation Year shall include any elective
          deferral (as defined in Code Section 402(g)(3)), and any amount which
          is contributed or deferred by the Employer at the election of the
          Employee and which is not includible in the gross income of the
          Employee by reason of Code Section 125, 132(f)(4), or 457.

          Defined Contribution Dollar Limitation means, for Limitation Years
          beginning after December 31, 1994, $30,000, as adjusted under Code
          Section 415(d).

          Employer means the employer that adopts this Plan, and all members of
          a controlled group of corporations (as defined in Code Section 414(b)
          as modified by Code Section 415(h)), all commonly controlled trades or
          businesses (as defined in Code Section 415(c) as modified by Code
          Section 415(h)) or affiliated service groups (as defined in Code
          Section 414(m)) of which the adopting employer is a part, and any
          other entity required to be aggregated with the employer pursuant to
          regulations under Code Section 414(o).


RESTATEMENT JANUARY 1, 2004            27                   ARTICLE III (8-910)

<PAGE>

          Excess Amount means the excess of the Participant's Annual Additions
          for the Limitation Year over the Maximum Permissible Amount.

          Limitation Year means the consecutive 12-month period ending on the
          last day of each Plan Year, including corresponding consecutive
          12-month periods before May 1, 1986. If the Limitation Year is other
          than the calendar year, execution of this Plan (or any amendment to
          this Plan changing the Limitation Year) constitutes the Employer's
          adoption of a written resolution electing the Limitation Year. If the
          Limitation Year is amended to a different consecutive 12-month period,
          the new Limitation Year must begin on a date within the Limitation
          Year in which the amendment is made.

          Maximum Permissible Amount means the maximum Annual Addition that may
          be contributed or allocated to a Participant's Account under the Plan
          for any Limitation Year. This amount shall not exceed the lesser of:

          (1)  The Defined Contribution Dollar Limitation, or

          (2)  25 percent of the Participant's Compensation for the Limitation
               Year.

          The compensation limitation referred to in (2) shall not apply to any
          contribution for medical benefits (within the meaning of Code Section
          401(h) or 419A(f)(2)) which is otherwise treated as an Annual Addition
          under Code Section 415(l)(1) or 419A(d)(2).

          If a short Limitation Year is created because of an amendment changing
          the Limitation Year to a different consecutive 12-month period, the
          Maximum Permissible Amount will not exceed the Defined Contribution
          Dollar Limitation multiplied by the following fraction:

                  Number of months in the short Limitation Year
                  ---------------------------------------------
                                       12

     (b)  If the Participant does not participate in, and has never participated
          in, another qualified plan maintained by the Employer or a welfare
          benefit fund, as defined in Code Section 419(e), maintained by the
          Employer, or an individual medical account, as defined in Code Section
          415(l)(2), maintained by the Employer, or a simplified employee
          pension, as defined in Code Section 408(k), maintained by the
          Employer, which provides an Annual Addition, the amount of Annual
          Additions which may be credited to the Participant's Account for any
          Limitation Year shall not exceed the lesser of the Maximum Permissible
          Amount or any other limitation contained in this Plan. If the Employer
          Contribution that would otherwise be contributed or allocated to the
          Participant's Account would cause the Annual Additions for the
          Limitation Year to exceed the Maximum Permissible Amount, the amount
          contributed or allocated shall be reduced so that the Annual Additions
          for the Limitation Year will equal the Maximum Permissible Amount.

     (c)  Prior to determining the Participant's actual Compensation for the
          Limitation Year, the Employer may determine the Maximum Permissible
          Amount for a Participant on the basis of a reasonable estimation of
          the Participant's Compensation for the Limitation Year, uniformly
          determined for all Participants similarly situated.


RESTATEMENT JANUARY 1, 2004            28                   ARTICLE III (8-910)

<PAGE>

     (d)  As soon as is administratively feasible after the end of the
          Limitation Year, the Maximum Permissible Amount for the Limitation
          Year will be determined on the basis of the Participant's actual
          Compensation for the Limitation Year.

     (e)  If a reasonable error in estimating a Participant's Compensation for
          the Limitation Year, a reasonable error in determining the amount of
          elective deferrals (within the meaning of Code Section 402(g)(3)) that
          may be made with respect to any individual under the limits of Code
          Section 415, or under other facts and circumstances allowed by the
          Internal Revenue Service, there is an Excess Amount, the excess will
          be disposed of as follows:

          (1)  Any nondeductible Voluntary Contributions (plus attributable
               earnings), to the extent they would reduce the Excess Amount,
               will be returned (distributed, in the case of earnings) to the
               Participant.

          (2)  If after the application of (1) above an Excess Amount still
               exists, any Elective Deferral Contributions that are not the
               basis for Matching Contributions (plus attributable earnings), to
               the extent they would reduce the Excess Amount, will be
               distributed to the Participant.

          (3)  If after the application of (2) above an Excess Amount still
               exists, any Elective Deferral Contributions that are the basis
               for Matching Contributions (plus attributable earnings), to the
               extent they would reduce the Excess Amount, will be distributed
               to the Participant. Concurrently with the distribution of such
               Elective Deferral Contributions, any Matching Contributions which
               relate to any Elective Deferral Contributions distributed in the
               preceding sentence, to the extent such application would reduce
               the Excess Amount, will be applied as provided in (4) or (5)
               below:

          (4)  If after the application of (3) above an Excess Amount still
               exists, and the Participant is covered by the Plan at the end of
               the Limitation Year, the Excess Amount in the Participant's
               Account will be used to reduce Employer Contributions for such
               Participant in the next Limitation Year, and each succeeding
               Limitation Year if necessary.

          (5)  If after the application of (3) above an Excess Amount still
               exists, and the Participant is not covered by the Plan at the end
               of the Limitation Year, the Excess Amount will be held
               unallocated in a suspense account. The suspense account will be
               applied to reduce future Employer Contributions for all remaining
               Participants in the next Limitation Year, and each succeeding
               Limitation Year if necessary.

          (6)  If a suspense account is in existence at any time during a
               Limitation Year pursuant to this (e), it will participate in the
               allocation of investment gains or losses. If a suspense account
               is in existence at any time during a particular Limitation Year,
               all amounts in the suspense account must be allocated and
               reallocated to Participant's Accounts before any Employer
               Contributions or any Participant Contributions may be made to the
               Plan for that Limitation Year. Excess Amounts held in a suspense
               account may not be distributed to Participants or former
               Participants.

     (f)  This (f) applies if, in addition to this Plan, the Participant is
          covered under another qualified defined contribution plan maintained
          by the Employer, a welfare benefit fund maintained by the


RESTATEMENT JANUARY 1, 2004            29                   ARTICLE III (8-910)

<PAGE>

          Employer, an individual medical account maintained by the Employer, or
          a simplified employee pension maintained by the Employer which
          provides an Annual Addition during any Limitation Year. The Annual
          Additions which may be credited to a Participant's Account under this
          Plan for any such Limitation Year will not exceed the Maximum
          Permissible Amount, reduced by the Annual Additions credited to a
          Participant's account under the other qualified defined contribution
          plans, welfare benefit funds, individual medical accounts, and
          simplified employee pensions for the same Limitation Year. If the
          Annual Additions with respect to the Participant under other qualified
          defined contribution plans, welfare benefit funds, individual medical
          accounts, and simplified employee pensions maintained by the Employer
          are less than the Maximum Permissible Amount, and the Employer
          Contribution that would otherwise be contributed or allocated to the
          Participant's Account under this Plan would cause the Annual Additions
          for the Limitation Year to exceed this limitation, the amount
          contributed or allocated will be reduced so that the Annual Additions
          under all such plans and funds for the Limitation Year will equal the
          Maximum Permissible Amount. If the Annual Additions with respect to
          the Participant under such other qualified defined contribution plans,
          welfare benefit funds, individual medical accounts, and simplified
          employee pensions in the aggregate are equal to or greater than the
          Maximum Permissible Amount, no amount will be contributed or allocated
          to the Participant's Account under this Plan for the Limitation Year.

     (g)  Prior to determining the Participant's actual Compensation for the
          Limitation Year, the Employer may determine the Maximum Permissible
          Amount for a Participant in the manner described in (c) above.

     (h)  As soon as administratively feasible after the end of the Limitation
          Year, the Maximum Permissible Amount for the Limitation Year will be
          determined on the basis of the Participant's actual Compensation for
          the Limitation Year.

     (i)  If pursuant to (h) above or as a result of the allocation of
          forfeitures or as a result of a reasonable error in determining the
          amount of elective deferrals (within the meaning of Code Section
          402(g)(3)) that may be made with respect to any individual under the
          limits of Code Section 415, a Participant's Annual Additions under
          this Plan and such other plans would result in an Excess Amount for a
          Limitation Year, the Excess Amount will be deemed to consist of the
          Annual Additions last allocated, except that Annual Additions
          attributable to a simplified employee pension will be deemed to have
          been allocated first, followed by Annual Additions to a welfare
          benefit fund or individual medical account, regardless of the actual
          allocation date.

     (j)  If an Excess Amount was allocated to a Participant on an allocation
          date of this Plan which coincides with an allocation date of another
          plan, the Excess Amount attributed to this Plan will be the product
          of:

          (1)  the total Excess Amount allocated as of such date, times

          (2)  the ratio of (i) the Annual Addition allocated to the Participant
               for the Limitation Year as of such date under this Plan to (ii)
               the total Annual Additions allocated to the Participant for the
               Limitation Year as of such date under this and all other
               qualified defined contribution plans.


RESTATEMENT JANUARY 1, 2004            30                   ARTICLE III (8-910)

<PAGE>

     (k)  Any Excess Amount attributed to this Plan will be disposed of in the
          manner described in (e) above.

SECTION 3.05--EXCESS AMOUNTS.

     (a)  Definitions. For the purposes of this section, the following terms are
          defined:

          ACP means the average (expressed as a percentage) of the Contribution
          Percentages of the Eligible Participants in a group.

          ADP means the average (expressed as a percentage) of the Deferral
          Percentages of the Eligible Participants in a group.

          Aggregate Limit means the greater of:

          (1)  The sum of:

               (i)  125 percent of the greater of the ADP of the Nonhighly
                    Compensated Employees for the prior Plan Year or the ACP of
                    the Nonhighly Compensated Employees under the plan subject
                    to Code Section 401(m) for the Plan Year beginning with or
                    within the prior Plan Year of the cash or deferred
                    arrangement, and

               (ii) the lesser of 200 percent or 2 percent plus the lesser of
                    such ADP or ACP.

          (2)  The sum of:

               (i)  125 percent of the lesser of the ADP of the Nonhighly
                    Compensated Employees for the prior Plan Year or the ACP of
                    the Nonhighly Compensated Employees under the plan subject
                    to Code Section 401(m) for the Plan Year beginning with or
                    within the prior Plan Year of the cash or deferred
                    arrangement, and

               (ii) the lesser of 200 percent or 2 percent plus the greater of
                    such ADP or ACP.

          If the Employer has elected to use the current year testing method,
          then, in calculating the Aggregate Limit for a particular Plan Year,
          the Nonhighly Compensated Employees' ADP and ACP for that Plan Year,
          instead of the prior Plan Year, is used.

          Contribution Percentage means the ratio (expressed as a percentage) of
          the Eligible Participant's Contribution Percentage Amounts to the
          Eligible Participant's Compensation for the Plan Year (whether or not
          the Eligible Participant was an Eligible Participant for the entire
          Plan Year). For an Eligible Participant for whom such Contribution
          Percentage Amounts for the Plan Year are zero, the percentage is zero.

          Contribution Percentage Amounts means the sum of the Participant
          Contributions and Matching Contributions (that are not Qualified
          Matching Contributions taken into account for purposes of the ADP
          Test) made under the Plan on behalf of the Eligible Participant for
          the Plan Year. Such Contribution Percentage Amounts shall not include
          Matching Contributions that are forfeited either to correct Excess
          Aggregate Contributions or because the Contributions to which they


RESTATEMENT JANUARY 1, 2004            31                   ARTICLE III (8-910)

<PAGE>

          relate are Excess Elective Deferrals, Excess Contributions, or Excess
          Aggregate Contributions. Under such rules as the Secretary of the
          Treasury shall prescribe, in determining the Contribution Percentage
          the Employer may elect to include Qualified Nonelective Contributions
          under this Plan which were not used in computing the Deferral
          Percentage. The Employer may also elect to use Elective Deferral
          Contributions in computing the Contribution Percentage so long as the
          ADP Test is met before the Elective Deferral Contributions are used in
          the ACP Test and continues to be met following the exclusion of those
          Elective Deferral Contributions that are used to meet the ACP Test.

          Deferral Percentage means the ratio (expressed as a percentage) of
          Elective Deferral Contributions under this Plan on behalf of the
          Eligible Participant for the Plan Year to the Eligible Participant's
          Compensation for the Plan Year (whether or not the Eligible
          Participant was an Eligible Participant for the entire Plan Year). The
          Elective Deferral Contributions used to determine the Deferral
          Percentage shall include Excess Elective Deferrals (other than Excess
          Elective Deferrals of Nonhighly Compensated Employees that arise
          solely from Elective Deferral Contributions made under this Plan or
          any other plans of the Employer or a Controlled Group member), but
          shall exclude Elective Deferral Contributions that are used in
          computing the Contribution Percentage (provided the ADP Test is
          satisfied both with and without exclusion of these Elective Deferral
          Contributions). Under such rules as the Secretary of the Treasury
          shall prescribe, the Employer may elect to include Qualified
          Nonelective Contributions and Qualified Matching Contributions under
          this Plan in computing the Deferral Percentage. For an Eligible
          Participant for whom such contributions on his behalf for the Plan
          Year are zero, the percentage is zero.

          Elective Deferral Contributions means any employer contributions made
          to a plan at the election of a participant, in lieu of cash
          compensation, and shall include contributions made pursuant to a
          salary reduction agreement or other deferral mechanism. With respect
          to any taxable year, a participant's Elective Deferral Contributions
          are the sum of all employer contributions made on behalf of such
          participant pursuant to an election to defer under any qualified cash
          or deferred arrangement described in Code Section 401(k), any salary
          reduction simplified employee pension plan described in Code Section
          408(k)(6), any SIMPLE IRA plan described in Code Section 408(p), any
          eligible deferred compensation plan under Code Section 457, any plan
          described under Code Section 501(c)(18), and any employer
          contributions made on behalf of a participant for the purchase of an
          annuity contract under Code Section 403(b) pursuant to a salary
          reduction agreement. Elective Deferral Contributions shall not include
          any deferrals properly distributed as excess annual additions.

          Eligible Participant means, for purposes of determining the Deferral
          Percentage, any Employee who is otherwise entitled to make Elective
          Deferral Contributions under the terms of the Plan for the Plan Year.
          Eligible Participant means, for purposes of determining the
          Contribution Percentage, any Employee who is eligible (i) to make a
          Participant Contribution or an Elective Deferral Contribution (if the
          Employer takes such contributions into account in the calculation of
          the Contribution Percentage), or (ii) to receive a Matching
          Contribution (including forfeitures) or a Qualified Matching
          Contribution. If a Participant Contribution is required as a condition
          of participation in the Plan, any Employee who would be a Participant
          in the Plan if such Employee made such a contribution shall be treated
          as an Eligible Participant on behalf of whom no Participant
          Contributions are made.


RESTATEMENT JANUARY 1, 2004            32                   ARTICLE III (8-910)

<PAGE>

          Excess Aggregate Contributions means, with respect to any Plan Year,
          the excess of:

          (1)  The aggregate Contribution Percentage Amounts taken into account
               in computing the numerator of the Contribution Percentage
               actually made on behalf of Highly Compensated Employees for such
               Plan Year, over

          (2)  The maximum Contribution Percentage Amounts permitted by the ACP
               Test (determined by hypothetically reducing contributions made on
               behalf of Highly Compensated Employees in order of their
               Contribution Percentages beginning with the highest of such
               percentages).

          Such determination shall be made after first determining Excess
          Elective Deferrals and then determining Excess Contributions.

          Excess Contributions means, with respect to any Plan Year, the excess
          of:

          (1)  The aggregate amount of employer contributions actually taken
               into account in computing the Deferral Percentage of Highly
               Compensated Employees for such Plan Year, over

          (2)  The maximum amount of such contributions permitted by the ADP
               Test (determined by hypothetically reducing contributions made on
               behalf of Highly Compensated Employees in the order of the
               Deferral Percentages, beginning with the highest of such
               percentages).

          Such determination shall be made after first determining Excess
          Elective Deferrals.

          Excess Elective Deferrals means those Elective Deferral Contributions
          that are includible in a Participant's gross income under Code Section
          402(g) to the extent such Participant's Elective Deferral
          Contributions for a taxable year exceed the dollar limitation under
          such Code section. Excess Elective Deferrals shall be treated as
          Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of
          this article, under the Plan, unless such amounts are distributed no
          later than the first April 15 following the close of the Participant's
          taxable year.

          Matching Contributions means employer contributions made to this or
          any other defined contribution plan, or to a contract described in
          Code Section 403(b), on behalf of a participant on account of a
          Participant Contribution made by such participant, or on account of a
          participant's Elective Deferral Contributions, under a plan maintained
          by the Employer or a Controlled Group member.

          Participant Contributions means contributions made to the plan by or
          on behalf of a participant that are included in the participant's
          gross income in the year in which made and that are maintained under a
          separate account to which the earnings and losses are allocated.

          Qualified Matching Contributions means Matching Contributions which
          are subject to the distribution and nonforfeitability requirements
          under Code Section 401(k) when made.

          Qualified Nonelective Contributions means any employer contributions
          (other than Matching Contributions) which an employee may not elect to
          have paid to him in cash instead of being contributed to the plan and
          which are subject to the distribution and nonforfeitability
          requirements under Code Section 401(k) when made.


RESTATEMENT JANUARY 1, 2004            33                    ARTICLE III (8-910)

<PAGE>

     (b)  Excess Elective Deferrals. A Participant may assign to this Plan any
          Excess Elective Deferrals made during a taxable year of the
          Participant by notifying the Plan Administrator in writing on or
          before the first following March 1 of the amount of the Excess
          Elective Deferrals to be assigned to the Plan. A Participant is deemed
          to notify the Plan Administrator of any Excess Elective Deferrals that
          arise by taking into account only those Elective Deferral
          Contributions made to this Plan and any other plan of the Employer or
          a Controlled Group member. The Participant's claim for Excess Elective
          Deferrals shall be accompanied by the Participant's written statement
          that if such amounts are not distributed, such Excess Elective
          Deferrals will exceed the limit imposed on the Participant by Code
          Section 402(g) for the year in which the deferral occurred. The Excess
          Elective Deferrals assigned to this Plan cannot exceed the Elective
          Deferral Contributions allocated under this Plan for such taxable
          year.

          Notwithstanding any other provisions of the Plan, Elective Deferral
          Contributions in an amount equal to the Excess Elective Deferrals
          assigned to this Plan, plus any income and minus any loss allocable
          thereto, shall be distributed no later than April 15 to any
          Participant to whose Account Excess Elective Deferrals were assigned
          for the preceding year and who claims Excess Elective Deferrals for
          such taxable year.

          The Excess Elective Deferrals shall be adjusted for income or loss.
          The income or loss allocable to such Excess Elective Deferrals shall
          be equal to the income or loss allocable to the Participant's Elective
          Deferral Contributions for the taxable year in which the excess
          occurred multiplied by a fraction. The numerator of the fraction is
          the Excess Elective Deferrals. The denominator of the fraction is the
          closing balance without regard to any income or loss occurring during
          such taxable year (as of the end of such taxable year) of the
          Participant's Account resulting from Elective Deferral Contributions.

          Any Matching Contributions which were based on the Elective Deferral
          Contributions which are distributed as Excess Elective Deferrals, plus
          any income and minus any loss allocable thereto, shall be forfeited.

     (c)  ADP Test. As of the end of each Plan Year after Excess Elective
          Deferrals have been determined, the Plan must satisfy the ADP Test.
          The ADP Test shall be satisfied using the prior year testing method,
          unless the Employer has elected to use the current year testing
          method.

          (1)  Prior Year Testing Method. The ADP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the prior year's ADP for Eligible Participants who were
               Nonhighly Compensated Employees for the prior Plan Year must
               satisfy one of the following tests:

               (i)  The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the prior year's ADP for Eligible Participants who
                    were Nonhighly Compensated Employees for the prior Plan Year
                    multiplied by 1.25; or

               (ii) The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:


RESTATEMENT JANUARY 1, 2004            34                   ARTICLE III (8-910)

<PAGE>

                    A.   shall not exceed the prior year's ADP for Eligible
                         Participants who were Nonhighly Compensated Employees
                         for the prior Plan Year multiplied by 2, and

                    B.   the difference between such ADPs is not more than 2.

               If this is not a successor plan, for the first Plan Year the Plan
               permits any Participant to make Elective Deferral Contributions,
               for purposes of the foregoing tests, the prior year's Nonhighly
               Compensated Employees' ADP shall be 3 percent, unless the
               Employer has elected to use the Plan Year's ADP for these
               Eligible Participants.

          (2)  Current Year Testing Method. The ADP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the ADP for Eligible Participants who are Nonhighly
               Compensated Employees for the Plan Year must satisfy one of the
               following tests:

               (i)  The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the ADP for Eligible Participants who are Nonhighly
                    Compensated Employees for the Plan Year multiplied by 1.25;
                    or

               (ii) The ADP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the ADP for Eligible Participants who
                         are Nonhighly Compensated Employees for the Plan Year
                         multiplied by 2, and

                    B.   the difference between such ADP's is not more than 2.

               If the Employer has elected to use the current year testing
               method, that election cannot be changed unless (i) the Plan has
               been using the current year testing method for the preceding five
               Plan Years, or if less, the number of Plan Years the Plan has
               been in existence; or (ii) the Plan otherwise meets one of the
               conditions specified in Internal Revenue Service Notice 98-1 (or
               superseding guidance) for changing from the current year testing
               method.

          A Participant is a Highly Compensated Employee for a particular Plan
          Year if he meets the definition of a Highly Compensated Employee in
          effect for that Plan Year. Similarly, a Participant is a Nonhighly
          Compensated Employee for a particular Plan Year if he does not meet
          the definition of a Highly Compensated Employee in effect for that
          Plan Year.

          The Deferral Percentage for any Eligible Participant who is a Highly
          Compensated Employee for the Plan Year and who is eligible to have
          Elective Deferral Contributions (and Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both, if treated
          as Elective Deferral Contributions for purposes of the ADP Test)
          allocated to his account under two or more arrangements described in
          Code Section 401(k) that are maintained by the Employer or a
          Controlled Group member shall be determined as if such Elective
          Deferral Contributions (and, if applicable, such Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both) were made
          under a single arrangement. If a Highly Compensated Employee
          participates in two or


RESTATEMENT JANUARY 1, 2004            35                    ARTICLE III (8-910)

<PAGE>

          more cash or deferred arrangements that have different plan years, all
          cash or deferred arrangements ending with or within the same calendar
          year shall be treated as a single arrangement. The foregoing
          notwithstanding, certain plans shall be treated as separate if
          mandatorily disaggregated under the regulations of Code Section
          401(k).

          In the event this Plan satisfies the requirements of Code Section
          401(k), 401(a)(4), or 410(b) only if aggregated with one or more other
          plans, or if one or more other plans satisfy the requirements of such
          Code sections only if aggregated with this Plan, then this section
          shall be applied by determining the Deferral Percentage of Employees
          as if all such plans were a single plan. Any adjustments to the
          Nonhighly Compensated Employee ADP for the prior year shall be made in
          accordance with Internal Revenue Service Notice 98-1 (or superseding
          guidance), unless the Employer has elected to use the current year
          testing method. Plans may be aggregated in order to satisfy Code
          Section 401(k) only if they have the same plan year and use the same
          testing method for the ADP Test.

          For purposes of the ADP Test, Elective Deferral Contributions,
          Qualified Nonelective Contributions, and Qualified Matching
          Contributions must be made before the end of the 12-month period
          immediately following the Plan Year to which the contributions relate.

          The Employer shall maintain records sufficient to demonstrate
          satisfaction of the ADP Test and the amount of Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both, used in
          such test.

          If the Plan Administrator should determine during the Plan Year that
          the ADP Test is not being met, the Plan Administrator may limit the
          amount of future Elective Deferral Contributions of the Highly
          Compensated Employees.

          Notwithstanding any other provisions of this Plan, Excess
          Contributions, plus any income and minus any loss allocable thereto,
          shall be distributed no later than the last day of each Plan Year to
          Participants to whose Accounts such Excess Contributions were
          allocated for the preceding Plan Year. Excess Contributions are
          allocated to the Highly Compensated Employees with the largest amounts
          of employer contributions taken into account in calculating the ADP
          Test for the year in which the excess arose, beginning with the Highly
          Compensated Employee with the largest amount of such employer
          contributions and continuing in descending order until all of the
          Excess Contributions have been allocated. For purposes of the
          preceding sentence, the "largest amount" is determined after
          distribution of any Excess Contributions. If such excess amounts are
          distributed more than 2 1/2 months after the last day of the Plan Year
          in which such excess amounts arose, a 10 percent excise tax shall be
          imposed on the employer maintaining the plan with respect to such
          amounts.

          Excess Contributions shall be treated as Annual Additions, as defined
          in the CONTRIBUTION LIMITATION SECTION of this article.

          The Excess Contributions shall be adjusted for income or loss. The
          income or loss allocable to such Excess Contributions allocated to
          each Participant shall be equal to the income or loss allocable to the
          Participant's Elective Deferral Contributions (and, if applicable,
          Qualified Nonelective Contributions or Qualified Matching
          Contributions, or both) for the Plan Year in which the excess occurred
          multiplied by a fraction. The numerator of the fraction is the Excess


RESTATEMENT JANUARY 1, 2004            36                   ARTICLE III (8-910)

<PAGE>

          Contributions. The denominator of the fraction is the closing balance
          without regard to any income or loss occurring during such Plan Year
          (as of the end of such Plan Year) of the Participant's Account
          resulting from Elective Deferral Contributions (and Qualified
          Nonelective Contributions or Qualified Matching Contributions, or
          both, if such contributions are included in the ADP Test).

          Excess Contributions allocated to a Participant shall be distributed
          from the Participant's Account resulting from Elective Deferral
          Contributions. If such Excess Contributions exceed the balance in the
          Participant's Account resulting from Elective Deferral Contributions,
          the balance shall be distributed from the Participant's Account
          resulting from Qualified Matching Contributions (if applicable) and
          Qualified Nonelective Contributions, respectively.

          Any Matching Contributions which were based on the Elective Deferral
          Contributions which are distributed as Excess Contributions, plus any
          income and minus any loss allocable thereto, shall be forfeited.

     (d)  ACP Test. As of the end of each Plan Year, the Plan must satisfy the
          ACP Test. The ACP Test shall be satisfied using the prior year testing
          method, unless the Employer has elected to use the current year
          testing method.

          (1)  Prior Year Testing Method. The ACP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the prior year's ACP for Eligible Participants who were
               Nonhighly Compensated Employees for the prior Plan Year must
               satisfy one of the following tests:

               (i)  The ACP for the Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the prior year's ACP for Eligible Participants who
                    were Nonhighly Compensated Employees for the prior Plan Year
                    multiplied by 1.25; or

               (ii) The ACP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the prior year's ACP for Eligible
                         Participants who were Nonhighly Compensated Employees
                         for the prior Plan Year multiplied by 2, and

                    B.   the difference between such ACPs is not more than 2.

               If this is not a successor plan, for the first Plan Year the Plan
               permits any Participant to make Participant Contributions,
               provides for Matching Contributions, or both, for purposes of the
               foregoing tests, the prior year's Nonhighly Compensated
               Employees' ACP shall be 3 percent, unless the Employer has
               elected to use the Plan Year's ACP for these Eligible
               Participants.

          (2)  Current Year Testing Method. The ACP for a Plan Year for Eligible
               Participants who are Highly Compensated Employees for each Plan
               Year and the ACP for Eligible Participants who are Nonhighly
               Compensated Employees for the Plan Year must satisfy one of the
               following tests:


RESTATEMENT JANUARY 1, 2004            37                    ARTICLE III (8-910)

<PAGE>

               (i)  The ACP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year shall not
                    exceed the ACP for Eligible Participants who are Nonhighly
                    Compensated Employees for the Plan Year multiplied by 1.25;
                    or

               (ii) The ACP for a Plan Year for Eligible Participants who are
                    Highly Compensated Employees for the Plan Year:

                    A.   shall not exceed the ACP for Eligible Participants who
                         are Nonhighly Compensated Employees for the Plan Year
                         multiplied by 2, and

                    B.   the difference between such ACPs is not more than 2.

               If the Employer has elected to use the current year testing
               method, that election cannot be changed unless (i) the Plan has
               been using the current year testing method for the preceding five
               Plan Years, or if less, the number of Plan Years the Plan has
               been in existence; or (ii) the Plan otherwise meets one of the
               conditions specified in Internal Revenue Service Notice 98-1 (or
               superseding guidance) for changing from the current year testing
               method.

          A Participant is a Highly Compensated Employee for a particular Plan
          Year if he meets the definition of a Highly Compensated Employee in
          effect for that Plan Year. Similarly, a Participant is a Nonhighly
          Compensated Employee for a particular Plan Year if he does not meet
          the definition of a Highly Compensated Employee in effect for that
          Plan Year.

          Multiple Use. If one or more Highly Compensated Employees participate
          in both a cash or deferred arrangement and a plan subject to the ACP
          Test maintained by the Employer or a Controlled Group member, and the
          sum of the ADP and ACP of those Highly Compensated Employees subject
          to either or both tests exceeds the Aggregate Limit, then the
          Contribution Percentage of those Highly Compensated Employees who also
          participate in a cash or deferred arrangement will be reduced in the
          manner described below for allocating Excess Aggregate Contributions
          so that the limit is not exceeded. The amount by which each Highly
          Compensated Employee's Contribution Percentage is reduced shall be
          treated as an Excess Aggregate Contribution. The ADP and ACP of the
          Highly Compensated Employees are determined after any corrections
          required to meet the ADP Test and ACP Test and are deemed to be the
          maximum permitted under such tests for the Plan Year. Multiple use
          does not occur if either the ADP or ACP of the Highly Compensated
          Employees does not exceed 1.25 multiplied by the ADP and ACP,
          respectively, of the Nonhighly Compensated Employees.

          The Contribution Percentage for any Eligible Participant who is a
          Highly Compensated Employee for the Plan Year and who is eligible to
          have Contribution Percentage Amounts allocated to his account under
          two or more plans described in Code Section 401(a) or arrangements
          described in Code Section 401(k) that are maintained by the Employer
          or a Controlled Group member shall be determined as if the total of
          such Contribution Percentage Amounts was made under each plan. If a
          Highly Compensated Employee participates in two or more cash or
          deferred arrangements that have different plan years, all cash or
          deferred arrangements ending with or within the same calendar year
          shall be treated as a single arrangement. The foregoing
          notwithstanding, certain


RESTATEMENT JANUARY 1, 2004            38                    ARTICLE III (8-910)

<PAGE>

          plans shall be treated as separate if mandatorily disaggregated under
          the regulations of Code Section 401(m).

          In the event this Plan satisfies the requirements of Code Section
          401(m), 401(a)(4), or 410(b) only if aggregated with one or more other
          plans, or if one or more other plans satisfy the requirements of such
          Code sections only if aggregated with this Plan, then this section
          shall be applied by determining the Contribution Percentage of
          Employees as if all such plans were a single plan. Any adjustments to
          the Nonhighly Compensated Employee ACP for the prior year shall be
          made in accordance with Internal Revenue Service Notice 98-1 (or
          superseding guidance), unless the Employer has elected to use the
          current year testing method. Plans may be aggregated in order to
          satisfy Code Section 401(m) only if they have the same plan year and
          use the same testing method for the ACP Test.

          For purposes of the ACP Test, Participant Contributions are considered
          to have been made in the Plan Year in which contributed to the Plan.
          Matching Contributions and Qualified Nonelective Contributions will be
          considered to have been made for a Plan Year if made no later than the
          end of the 12-month period beginning on the day after the close of the
          Plan Year.

          The Employer shall maintain records sufficient to demonstrate
          satisfaction of the ACP Test and the amount of Qualified Nonelective
          Contributions or Qualified Matching Contributions, or both, used in
          such test.

          Notwithstanding any other provisions of this Plan, Excess Aggregate
          Contributions, plus any income and minus any loss allocable thereto,
          shall be forfeited, if not vested, or distributed, if vested, no later
          than the last day of each Plan Year to Participants to whose Accounts
          such Excess Aggregate Contributions were allocated for the preceding
          Plan Year. Excess Aggregate Contributions are allocated to the Highly
          Compensated Employees with the largest Contribution Percentage Amounts
          taken into account in calculating the ACP Test for the year in which
          the excess arose, beginning with the Highly Compensated Employee with
          the largest amount of such Contribution Percentage Amounts and
          continuing in descending order until all of the Excess Aggregate
          Contributions have been allocated. For purposes of the preceding
          sentence, the "largest amount" is determined after distribution of any
          Excess Aggregate Contributions. If such Excess Aggregate Contributions
          are distributed more than 2 1/2 months after the last day of the Plan
          Year in which such excess amounts arose, a 10 percent excise tax shall
          be imposed on the employer maintaining the plan with respect to such
          amounts.

          Excess Aggregate Contributions shall be treated as Annual Additions,
          as defined in the CONTRIBUTION LIMITATION SECTION of this article.

          The Excess Aggregate Contributions shall be adjusted for income or
          loss. The income or loss allocable to such Excess Aggregate
          Contributions allocated to each Participant shall be equal to the
          income or loss allocable to the Participant's Contribution Percentage
          Amounts for the Plan Year in which the excess occurred multiplied by a
          fraction. The numerator of the fraction is the Excess Aggregate
          Contributions. The denominator of the fraction is the closing balance
          without regard to any income or loss occurring during such Plan Year
          (as of the end of such Plan Year) of the Participant's Account
          resulting from Contribution Percentage Amounts.


RESTATEMENT JANUARY 1, 2004            39                    ARTICLE III (8-910)

<PAGE>

          Excess Aggregate Contributions allocated to a Participant shall be
          distributed from the Participant's Account resulting from Participant
          Contributions that are not required as a condition of employment or
          participation on for obtaining additional benefits from Employer
          Contributions. If such Excess Aggregate Contributions exceed the
          balance in the Participant's Account resulting from such Participant's
          Contributions, the balance shall be forfeited, if not vested, or
          distributed, if vested, on a pro-rata basis from the Participant's
          Account resulting from Contribution Percentage Amounts.

     (e)  Employer Elections. The Employer has not made an election to use the
          current year testing method.


RESTATEMENT JANUARY 1, 2004            40                    ARTICLE III (8-910)

<PAGE>

                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT AND TIMING OF CONTRIBUTIONS.

     The handling of Contributions is governed by the provisions of the Trust
Agreement, the Annuity Contract, and any other funding arrangement in which the
Plan Fund is or may be held or invested. To the extent permitted by the Trust
Agreement, Annuity Contract, or other funding arrangement, the parties named
below shall direct the Contributions to the guaranteed benefit policy portion of
the Annuity Contract, any of the investment options available under the Annuity
Contract, or any of the investment vehicles available under the Trust Agreement
and may request the transfer of amounts resulting from those Contributions
between such investment options and investment vehicles or the transfer of
amounts between the guaranteed benefit policy portion of the Annuity Contract
and such investment options and investment vehicles. A Participant may not
direct the Trustee or Insurer to invest the Participant's Account in
collectibles. Collectibles mean any work of art, rug or antique, metal or gem,
stamp or coin, alcoholic beverage, or other tangible personal property specified
by the Secretary of the Treasury. However, for tax years beginning after
December 31, 1997, certain coins and bullion as provided in Code Section
408(m)(3) shall not be considered collectibles. To the extent that a Participant
who has investment direction fails to give timely direction, the Primary
Employer shall direct the investment of his Account. If the Primary Employer has
investment direction, such Account shall be invested ratably in the guaranteed
benefit policy portion of the Annuity Contract, the investment options available
under the Annuity Contract, or the investment vehicles available under the Trust
Agreement in the same manner as the Accounts of all other Participants who do
not direct their investments. The Primary Employer shall have investment
direction for amounts which have not been allocated to Participants. To the
extent an investment is no longer available, the Primary Employer may require
that amounts currently held in such investment be reinvested in other
investments.

     At least annually, the Named Fiduciary shall review all pertinent Employee
information and Plan data in order to establish the funding policy of the Plan
and to determine appropriate methods of carrying out the Plan's objectives. The
Named Fiduciary shall inform the Trustee and any Investment Manager of the
Plan's short-term and long-term financial needs so the investment policy can be
coordinated with the Plan's financial requirements.

     (a)  Employer Contributions other than Elective Deferral Contributions: The
          Participant shall direct the investment of such Employer Contributions
          and transfer of amounts resulting from those Contributions.

     (b)  Elective Deferral Contributions: The Participant shall direct the
          investment of Elective Deferral Contributions and transfer of amounts
          resulting from those Contributions.

     (c)  Participant Contributions: The Participant shall direct the investment
          of Participant Contributions and transfer of amounts resulting from
          those Contributions.

     (d)  Rollover Contributions: The Participant shall direct the investment of
          Rollover Contributions and transfer of amounts resulting from those
          Contributions.


RESTATEMENT JANUARY 1, 2004            41                     ARTICLE IV (8-910)

<PAGE>

     However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and amounts which are not subject to
Participant direction.

     The Employer shall pay to the Insurer or Trustee, as applicable, the
Elective Deferral Contributions for each Plan Year not later than the end of the
12-month period immediately following the Plan Year for which they are deemed to
be paid.

     All Contributions are forwarded by the Employer to the Trustee to be
deposited in the Trust Fund or to the Insurer to be deposited under the Annuity
Contract, as applicable. Contributions that are accumulated through payroll
deduction shall be paid to the Trustee or Insurer, as applicable, by the earlier
of (i) the date the Contributions can reasonably be segregated from the
Employer's assets, or (ii) the 15th business day of the month following the
month in which the Contributions would otherwise have been paid in cash to the
Participant.

SECTION 4.01A--INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.

     All or some portion of the Participant's Account may be invested in
Qualifying Employer Securities. Once an investment in the Qualifying Employer
Securities Fund is made available to Participants, it shall continue to be
available unless the Plan is amended to disallow such available investment. In
the absence of an election to invest in Qualifying Employer Securities,
Participants shall be deemed to have elected to have their Accounts invested
wholly in other investment options of the Investment Fund. Once an election is
made, it shall be considered to continue until a new election is made.

     Effective January 1, 2004, only 10% of new Contributions to the Plan can be
directed to Qualifying Employer Securities. In addition, no investment transfers
into Qualifying Employer Securities will be allowed.

     For purposes of determining the annual valuation of the Plan, and for
reporting to Participants and regulatory authorities, the assets of the Plan
shall be valued at least annually on the Valuation Date which corresponds to the
last day of the Plan Year. The fair market value of Qualifying Employer
Securities shall be determined on such Valuation Date. The prices of Qualifying
Employer Securities as of the date of the transaction shall apply for purposes
of valuing distributions and other transactions of the Plan to the extent such
value is representative of the fair market value of such securities in the
opinion of the Plan Administrator. The value of a Participant's Account held in
the Qualifying Employer Securities Fund may be expressed in units.

     If the Qualifying Employer Securities are not publicly traded, or if an
extremely thin market exists for such securities so that reasonable valuation
may not be obtained from the market place, then such securities must be valued
at least annually by an independent appraiser who is not associated with the
Employer, the Plan Administrator, the Trustee, or any person related to any
fiduciary under the Plan. The independent appraiser may be associated with a
person who is merely a contract administrator with respect to the Plan, but who
exercises no discretionary authority and is not a plan fiduciary.

     If there is a public market for Qualifying Employer Securities of the type
held by the Plan, then the Plan Administrator may use as the value of the
securities the price at which such securities trade in such market. If the
Qualifying Employer Securities do not trade on the relevant date, or if the
market is very thin on such date, then the Plan Administrator may use for the
valuation the next preceding trading day on which the trading prices are
representative of the fair market value of such securities in the opinion of the
Plan Administrator.


RESTATEMENT JANUARY 1, 2004            42                     ARTICLE IV (8-910)

<PAGE>

     Cash dividends payable on the Qualifying Employer Securities shall be
reinvested in additional shares of such securities. In the event of any cash or
stock dividend or any stock split, such dividend or split shall be credited to
the Accounts based on the number of shares of Qualifying Employer Securities
credited to each Account as of the payable date of such dividend or split.

     All purchases of Qualifying Employer Securities shall be made at a price,
or prices, which, in the judgement of the Plan Administrator, do not exceed the
fair market value of such securities.

     In the event that the Trustee acquires Qualifying Employer Securities by
purchase from a "disqualified person" as defined in Code Section 4975(e)(2) or
from a "party-in-interest" as defined in ERISA Section 3(14), the terms of such
purchase shall contain the provision that in the event there is a final
determination by the Internal Revenue Service, the Department of Labor, or court
of competent jurisdiction that the fair market value of such securities as of
the date of purchase was less than the purchase price paid by the Trustee, then
the seller shall pay or transfer, as the case may be, to the Trustee an amount
of cash or shares of Qualifying Employer Securities equal in value to the
difference between the purchase price and such fair market value for all such
shares. In the event that cash or shares of Qualifying Employer Securities are
paid or transferred to the Trustee under this provision, such securities shall
be valued at their fair market value as of the date of such purchase, and
interest at a reasonable rate from the date of purchase to the date of payment
or transfer shall be paid by the seller on the amount of cash paid.

     The Plan Administrator may direct the Trustee to sell, resell, or otherwise
dispose of Qualifying Employer Securities to any person, including the Employer,
provided that any such sales to any disqualified person or party-in-interest,
including the Employer, will be made at not less than the fair market value and
no commission will be charged. Any such sale shall be made in conformance with
ERISA Section 408(e).

     The Employer is responsible for compliance with any applicable Federal or
state securities law with respect to all aspects of the Plan. If the Qualifying
Employer Securities or interest in this Plan are required to be registered in
order to permit investment in the Qualifying Employer Securities Fund as
provided in this section, then such investment will not be effective until the
later of the effective date of the Plan or the date such registration or
qualification is effective. The Employer, at its own expense, will take or cause
to be taken any and all such actions as may be necessary or appropriate to
effect such registration or qualification. Further, if the Trustee is directed
to dispose of any Qualifying Employer Securities held under the Plan under
circumstances which require registration or qualification of the securities
under applicable Federal or state securities laws, then the Employer will, at
its own expense, take or cause to be taken any and all such action as may be
necessary or appropriate to effect such registration or qualification. The
Employer is responsible for all compliance requirements under Section 16 of the
Securities Act.


RESTATEMENT JANUARY 1, 2004            43                     ARTICLE IV (8-910)

<PAGE>

                                    ARTICLE V

                                    BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

     On a Participant's Retirement Date, his Vested Account shall be distributed
to him according to the distribution of benefits provisions of Article VI and
the provisions of the SMALL AMOUNTS SECTION of Article X.

SECTION 5.02--DEATH BENEFITS.

     If a Participant dies before his Annuity Starting Date, his Vested Account
shall be distributed according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X.

SECTION 5.03--VESTED BENEFITS.

     If an Inactive Participant's Vested Account is not payable under the SMALL
AMOUNTS SECTION of Article X, he may elect, but is not required, to receive a
distribution of his Vested Account after he ceases to be an Employee. A
distribution under this paragraph shall be a retirement benefit and shall be
distributed to the Participant according to the distribution of benefits
provisions of Article VI.

     A Participant may not elect to receive a distribution under the provisions
of this section after he again becomes an Employee until he subsequently ceases
to be an Employee and meets the requirements of this section.

     If an Inactive Participant does not receive an earlier distribution, upon
his Retirement Date or death, his Vested Account shall be distributed according
to the provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS
SECTION of Article V.

     The Nonvested Account of an Inactive Participant who has ceased to be an
Employee shall remain a part of his Account until it becomes a Forfeiture.
However, if he again becomes an Employee so that his Vesting Percentage can
increase, the Nonvested Account may become a part of his Vested Account.

SECTION 5.04--WHEN BENEFITS START.

     (a)  Unless otherwise elected, benefits shall begin before the 60th day
          following the close of the Plan Year in which the latest date below
          occurs:

          (1)  The date the Participant attains age 65 (or Normal Retirement
               Age, if earlier).

          (2)  The 10th anniversary of the Participant's Entry Date.

          (3)  The date the Participant ceases to be an Employee.


RESTATEMENT JANUARY 1, 2004            44                      ARTICLE V (8-910)

<PAGE>

          Notwithstanding the foregoing, the failure of a Participant to consent
          to a distribution while a benefit is immediately distributable, within
          the meaning of the ELECTION PROCEDURES SECTION of Article VI, shall be
          deemed to be an election to defer the start of benefits sufficient to
          satisfy this section.

          The Participant may elect to have his benefits begin after the latest
          date for beginning benefits described above, subject to the following
          provisions of this section. The Participant shall make the election in
          writing. Such election must be made before his Normal Retirement Date
          or the date he ceases to be an Employee, if later. The election must
          describe the form of distribution and the date benefits will begin.
          The Participant shall not elect a date for beginning benefits or a
          form of distribution that would result in a benefit payable when he
          dies which would be more than incidental within the meaning of
          governmental regulations.

          Benefits shall begin on an earlier date if otherwise provided in the
          Plan. For example, the Participant's Retirement Date or Required
          Beginning Date, as defined in the DEFINITIONS SECTION of Article VII.

     (b)  The Participant's Vested Account which results from Elective Deferral
          Contributions may not be distributed to a Participant or to his
          Beneficiary (or Beneficiaries) in accordance with the Participant's or
          Beneficiary's (or Beneficiaries') election, earlier than separation
          from service, death, or disability. Such amount may also be
          distributed upon:

          (1)  Termination of the Plan, as permitted in Article VIII.

          (2)  The disposition by the Employer, if the Employer is a
               corporation, to an unrelated corporation of substantially all of
               the assets, within the meaning of Code Section 409(d)(2), used in
               a trade or business of the Employer if the Employer continues to
               maintain the Plan after the disposition, but only with respect to
               Employees who continue employment with the corporation acquiring
               such assets.

          (3)  The disposition by the Employer, if the Employer is a
               corporation, to an unrelated entity of the Employer's interest in
               a subsidiary, within the meaning of Code Section 409(d)(3), if
               the Employer continues to maintain the Plan, but only with
               respect to Employees who continue employment with such
               subsidiary.

          (4)  The attainment of age 59 1/2 as permitted in the WITHDRAWAL
               BENEFITS SECTION of this article.

          (5)  The hardship of the Participant as permitted in the WITHDRAWAL
               BENEFITS SECTION of this article.

          All distributions that may be made pursuant to one or more of the
          foregoing distributable events will be a retirement benefit and shall
          be distributed to the Participant according to the distribution of
          benefit provisions of Article VI. In addition, distributions that are
          triggered by (1), (2) and (3) above must be made in a lump sum. A lump
          sum shall include a distribution of an annuity contract.


RESTATEMENT JANUARY 1, 2004            45                      ARTICLE V (8-910)

<PAGE>

SECTION 5.05--WITHDRAWAL BENEFITS.

     A Participant may withdraw any part of his Vested Account resulting from
Voluntary Contributions. A Participant may make such a withdrawal at any time.

     A Participant may withdraw any part of his Vested Account resulting from
Rollover Contributions. A Participant may make such a withdrawal at any time.

     A Participant who has attained age 59 1/2 may withdraw any part of his
Vested Account which results from the following Contributions:

     Elective Deferral Contributions

A Participant may make such a withdrawal at any time.

     A Participant may withdraw any part of his Vested Account which results
from the following Contributions:

     Elective Deferral Contributions
     Matching Contributions
     Discretionary Contributions

in the event of hardship due to an immediate and heavy financial need.
Withdrawals from the Participant's Account resulting from Elective Deferral
Contributions shall be limited to the amount of the Participant's Elective
Deferral Contributions plus income allocable thereto credited to his Account as
of December 31, 1988. The portion of the Participant's Account held in the
Qualifying Employer Securities Fund may be redeemed for purposes of a hardship
withdrawal only after the amount held in other investment options has been
depleted. Immediate and heavy financial need shall be limited to: (i) expenses
incurred or necessary for medical care, described in Code Section 213(d), of the
Participant, the Participant's spouse, or any dependents of the Participant (as
defined in Code Section 152); (ii) purchase (excluding mortgage payments) of a
principal residence for the Participant; (iii) payment of tuition, related
educational fees, and room and board expenses, for the next 12 months of
post-secondary education for the Participant, his spouse, children, or
dependents; (iv) 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 (v) any other distribution which is deemed by the
Commissioner of Internal Revenue to be made on account of immediate and heavy
financial need as provided in Treasury regulations.

     No withdrawal shall be allowed which is not necessary to satisfy such
immediate and heavy financial need. Such withdrawal shall be deemed necessary
only if all of the following requirements are met: (i) the distribution is not
in excess of the amount of the immediate and heavy financial need (including
amounts necessary to pay any Federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution); (ii) the Participant
has obtained all distributions, other than hardship distributions, and all
nontaxable loans currently available under all plans maintained by the Employer;
(iii) the Plan, and all other plans maintained by the Employer, provide that the
Participant's elective contributions and participant contributions will be
suspended for at least 12 months after receipt of the hardship distribution; and
(iv) the Plan, and all other plans maintained by the Employer, provide that the
Participant may not make elective contributions for the Participant's taxable
year immediately following the taxable year of the hardship distribution in
excess of the applicable limit under Code Section 402(g) for such next taxable
year less the


RESTATEMENT JANUARY 1, 2004            46                      ARTICLE V (8-910)

<PAGE>

amount of such Participant's elective contributions for the taxable year of the
hardship distribution. The Plan will suspend elective contributions and
participant contributions for 12 months and limit elective deferrals as provided
in the preceding sentence. A Participant shall not cease to be an Eligible
Participant, as defined in the EXCESS AMOUNTS SECTION of Article III, merely
because his elective contributions or participant contributions are suspended.

     A request for withdrawal shall be made in such manner and in accordance
with such rules as the Employer will prescribe for this purpose (including by
means of voice response or other electronic means under circumstances the
Employer permits). Withdrawals shall be a retirement benefit and shall be
distributed to the Participant according to the distribution of benefits
provisions of Article VI. A forfeiture shall not occur solely as a result of a
withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS.

     Loans shall be made available to all Participants on a reasonably
equivalent basis. For purposes of this section, and unless otherwise specified,
Participant means any Participant or Beneficiary who is a party-in-interest as
defined in ERISA. Loans shall not be made to Highly Compensated Employees in an
amount greater than the amount made available to other Participants.

     No loans will be made to any shareholder-employee or Owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5 percent of the
outstanding stock of the corporation.

     A loan to a Participant shall be a Participant-directed investment of his
Account. The portion of the Participant's Account held in the Qualifying
Employer Securities Fund may be redeemed for purposes of a loan only after the
amount held in other investment options has been depleted. The loan is a Trust
Fund investment but no Account other than the borrowing Participant's Account
shall share in the interest paid on the loan or bear any expense or loss
incurred because of the loan.

     The number of outstanding loans shall not be limited. No more than one loan
shall be approved for any Participant in any 12-month period. The minimum amount
of any loan shall be $1,000.

     Loans must be adequately secured and bear a reasonable rate of interest.

     The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

     (a)  $50,000, reduced by the highest outstanding loan balance of loans
          during the one-year period ending on the day before the new loan is
          made.

     (b)  The greater of (1) or (2), reduced by (3) below:

          (1)  One-half of the Participant's Vested Account.

          (2)  $10,000.


RESTATEMENT JANUARY 1, 2004            47                      ARTICLE V (8-910)

<PAGE>

          (3)  Any outstanding loan balance on the date the new loan is made.

For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of the Employer and any Controlled Group member shall be treated as
one plan.

     The foregoing notwithstanding, the amount of such loan shall not exceed 50
percent of the amount of the Participant's Vested Account, reduced by any
outstanding loan balance on the date the new loan is made. For purposes of this
maximum, a Participant's Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B). No
collateral other than a portion of the Participant's Vested Account (as limited
above) shall be accepted. The Loan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

     Each loan shall bear a reasonable fixed rate of interest to be determined
by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
Participants in the matter of interest rates; but loans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.

     The loan shall by its terms require that repayment (principal and interest)
be amortized in level payments, not less frequently than quarterly, over a
period not extending beyond five years from the date of the loan. If the loan is
used to acquire a dwelling unit, which within a reasonable time (determined at
the time the loan is made) will be used as the principal residence of the
Participant, the repayment period may extend beyond five years from the date of
the loan. The period of repayment for any loan shall be arrived at by mutual
agreement between the Loan Administrator and the Participant and if the loan is
for a principal residence, shall not be made for a period longer than the
repayment period consistent with commercial practices.

     The Participant shall make an application for a loan in such manner and in
accordance with such rules as the Employer shall prescribe for this purpose
(including by means of voice response or other electronic means under
circumstances the Employer permits). The application must specify the amount and
duration requested.

     Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will be
able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and credit history of the Participant to determine whether a
loan should be approved.

     Each loan shall be fully documented in the form of a promissory note signed
by the Participant for the face amount of the loan, together with interest
determined as specified above.

     There will be an assignment of collateral to the Plan executed at the time
the loan is made.

     In those cases where repayment through payroll deduction is available,
installments are so payable, and a payroll deduction agreement shall be executed
by the Participant at the time the loan is made. Loan repayments that are
accumulated through payroll deduction shall be paid to the Trustee by the
earlier of (i) the


RESTATEMENT JANUARY 1, 2004            48                      ARTICLE V (8-910)

<PAGE>

date the loan repayments can reasonably be segregated from the Employer's
assets, or (ii) the 15th business day of the month following the month in which
such amounts would otherwise have been paid in cash to the Participant.

     Where payroll deduction is not available, payments in cash are to be timely
made. Any payment that is not by payroll deduction shall be made payable to the
Employer or the Trustee, as specified in the promissory note, and delivered to
the Loan Administrator, including prepayments, service fees and penalties, if
any, and other amounts due under the note. The Loan Administrator shall deposit
such amounts into the Plan as soon as administratively practicable after they
are received, but in no event later than the 15th business day of the month
after they are received.

     The promissory note may provide for reasonable late payment penalties and
service fees. Any penalties or service fees shall be applied to all Participants
in a nondiscriminatory manner. If the promissory note so provides, such amounts
may be assessed and collected from the Account of the Participant as part of the
loan balance.

     Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.

     The Plan shall suspend loan payments for a period not exceeding one year
during which an approved unpaid leave of absence occurs other than a military
leave of absence. The Loan Administrator shall provide the Participant a written
explanation of the effect of the suspension of payments upon his loan.

     If a Participant separates from service (or takes a leave of absence) from
the Employer because of service in the military and does not receive a
distribution of his Vested Account, the Plan shall suspend loan payments until
the Participant's completion of military service or until the Participant's
fifth anniversary of commencement of military service, if earlier, as permitted
under Code Section 414(u). The Loan Administrator shall provide the Participant
a written explanation of the effect of his military service upon his loan.

     If any payment of principal and interest, or any portion thereof, remains
unpaid for more than 90 days after due, the loan shall be in default. For
purposes of Code Section 72(p), the Participant shall then be treated as having
received a deemed distribution regardless of whether or not a distributable
event has occurred.

     Upon default, the Plan has the right to pursue any remedy available by law
to satisfy the amount due, along with accrued interest, including the right to
enforce its claim against the security pledged and execute upon the collateral
as allowed by law. The entire principal balance whether or not otherwise then
due, along with accrued interest, shall become immediately due and payable
without demand or notice, and subject to collection or satisfaction by any
lawful means, including specifically, but not limited to, the right to enforce
the claim against the security pledged and to execute upon the collateral as
allowed by law.

     In the event of default, foreclosure on the note and attachment of security
or use of amounts pledged to satisfy the amount then due shall not occur until a
distributable event occurs in accordance with the Plan, and shall not occur to
an extent greater than the amount then available upon any distributable event
which has occurred under the Plan.

     All reasonable costs and expenses, including but not limited to attorney's
fees, incurred by the Plan in connection with any default or in any proceeding
to enforce any provision of a promissory note or instrument


RESTATEMENT JANUARY 1, 2004            49                      ARTICLE V (8-910)

<PAGE>

by which a promissory note for a Participant loan is secured, shall be assessed
and collected from the Account of the Participant as part of the loan balance.

     If payroll deduction is being utilized, in the event that a Participant's
available payroll deduction amounts in any given month are insufficient to
satisfy the total amount due, there will be an increase in the amount taken
subsequently, sufficient to make up the amount that is then due. If any amount
remains past due more than 90 days, the entire principal amount, whether or not
otherwise then due, along with interest then accrued, shall become due and
payable, as above.

     If no distributable event has occurred under the Plan at the time that the
Participant's Vested Account would otherwise be used under this provision to pay
any amount due under the outstanding loan, this will not occur until the time,
or in excess of the extent to which, a distributable event occurs under the
Plan. An outstanding loan will become due and payable in full 60 days after a
Participant ceases to be an Employee and a party-in-interest as defined in ERISA
or after complete termination of the Plan.

SECTION 5.07--DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.

     The Plan specifically permits distributions to an Alternate Payee under a
qualified domestic relations order as defined in Code Section 414(p), at any
time, irrespective of whether the Participant has attained his earliest
retirement age, as defined in Code Section 414(p), under the Plan. A
distribution to an Alternate Payee before the Participant has attained his
earliest retirement age is available only if the order specifies that
distribution shall be made prior to the earliest retirement age or allows the
Alternate Payee to elect a distribution prior to the earliest retirement age.

     Nothing in this section shall permit a Participant to receive a
distribution at a time otherwise not permitted under the Plan nor shall it
permit the Alternate Payee to receive a form of payment not permitted under the
Plan.

     The benefit payable to an Alternate Payee shall be subject to the
provisions of the SMALL AMOUNTS SECTION of Article X if the value of the benefit
does not exceed $5,000.

     The Plan Administrator shall establish reasonable procedures to determine
the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator shall promptly notify the Participant
and the Alternate Payee named in the order, in writing, of the receipt of the
order and the Plan's procedures for determining the qualified status of the
order. Within a reasonable period of time after receiving the domestic relations
order, the Plan Administrator shall determine the qualified status of the order
and shall notify the Participant and each Alternate Payee, in writing, of its
determination. The Plan Administrator shall provide notice under this paragraph
by mailing to the individual's address specified in the domestic relations
order, or in a manner consistent with Department of Labor regulations. The Plan
Administrator may treat as qualified any domestic relations order entered into
before January 1, 1985, irrespective of whether it satisfies all the
requirements described in Code Section 414(p).

     If any portion of the Participant's Vested Account is payable during the
period the Plan Administrator is making its determination of the qualified
status of the domestic relations order, a separate accounting shall be made of
the amount payable. If the Plan Administrator determines the order is a
qualified domestic relations order within 18 months of the date amounts are
first payable following receipt of the order, the payable amounts shall be
distributed in accordance with the order. If the Plan Administrator does not
make its determination of the qualified status of the order within the 18-month
determination period, the payable


RESTATEMENT JANUARY 1, 2004            50                      ARTICLE V (8-910)

<PAGE>

amounts shall be distributed in the manner the Plan would distribute if the
order did not exist and the order shall apply prospectively if the Plan
Administrator later determines the order is a qualified domestic relations
order.

     The Plan shall make payments or distributions required under this section
by separate benefit checks or other separate distribution to the Alternate
Payee(s).


RESTATEMENT JANUARY 1, 2004            51                      ARTICLE V (8-910)

<PAGE>

                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

     Unless an optional form of benefit is selected pursuant to a qualified
election within the election period (see the ELECTION PROCEDURES SECTION of this
article), the automatic form of benefit payable to or on behalf of a Participant
is determined as follows:

     (a)  Retirement Benefits. The automatic form of retirement benefit for a
          Participant who does not die before his Annuity Starting Date for that
          portion of a Participant's Account which is not held in the Qualifying
          Employer Securities Fund shall be a single sum payment. The automatic
          form of retirement benefit for that portion of a Participant's Account
          which is held in the Qualifying Employer Securities Fund shall be a
          distribution in kind.

     (b)  Death Benefits. The automatic form of death benefit for a Participant
          who dies before his Annuity Starting Date shall be a single-sum
          payment to the Participant's Beneficiary.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION.

     (a)  Retirement Benefits. The only form of retirement benefit for that
          portion of a Participant's Account which is not held in the Qualifying
          Employer Securities Fund is a single sum payment. The optional forms
          of retirement benefit for that portion of a Participant's Account
          which is held in the Qualifying Employer Securities Fund are a single
          sum payment and a distribution in kind.

          Election of an optional form is subject to the qualified election
          provisions of the ELECTION PROCEDURES SECTION of this article and the
          distribution requirements of Article VII.

     (b)  Death Benefits. The only form of death benefit is a single-sum
          payment.

SECTION 6.03--ELECTION PROCEDURES.

     The Participant or spouse shall make any election under this section in
writing. The Plan Administrator may require such individual to complete and sign
any necessary documents as to the provisions to be made. Any election permitted
under (a) and (b) below shall be subject to the qualified election provisions of
(c) below.

     (a)  Retirement Benefits. A Participant may elect to have retirement
          benefits from that portion of his Account which is held in the
          Qualifying Employer Securities Fund distributed under any of the
          optional forms of retirement benefit available in the OPTIONAL FORMS
          OF DISTRIBUTION SECTION of this article.

     (b)  Death Benefits. A Participant may elect his Beneficiary.

     (c)  Qualified Election. The Participant may make an election at any time
          during the election period. The Participant may revoke the election
          made (or make a new election) at any time and any


RESTATEMENT JANUARY 1, 2004            52                     ARTICLE VI (8-910)

<PAGE>

     number of times during the election period. An election is effective only
     if it meets the consent requirements below.

     (1)  Election Period for Retirement Benefits. The Participant may make an
          election as to retirement benefits at any time before the Annuity
          Starting Date.

     (2)  Election Period for Death Benefits. A Participant may make an election
          as to death benefits at any time before he dies.

     (3)  Consent to Election. If the Participant's Vested Account exceeds
          $5,000, any benefit which is immediately distributable requires the
          consent of the Participant.

          The consent of the Participant to a benefit which is immediately
          distributable must not be made before the date the Participant is
          provided with the notice of the ability to defer the distribution.
          Such consent shall be made in writing.

          The consent shall not be made more than 90 days before the Annuity
          Starting Date. The consent of the Participant shall not be required to
          the extent that a distribution is required to satisfy Code Section
          401(a)(9) or Code Section 415.

          In addition, upon termination of this Plan, if the Plan does not offer
          an annuity option (purchased from a commercial provider), and if the
          Employer (or any entity within the same Controlled Group) does not
          maintain another defined contribution plan (other than an employee
          stock ownership plan as defined in Code Section 4975(e)(7)), the
          Participant's Account balance will, without the Participant's consent,
          be distributed to the Participant. However, if any entity within the
          same Controlled Group maintains another defined contribution plan
          (other than an employee stock ownership plan as defined in Code
          Section 4975(e)(7)) then the Participant's Account will be
          transferred, without the Participant's consent, to the other plan if
          the Participant does not consent to an immediate distribution.

          A benefit is immediately distributable if any part of the benefit
          could be distributed to the Participant before the Participant attains
          the older of Normal Retirement Age or age 62.

          Spousal consent is needed to name a Beneficiary other than the
          Participant's spouse. If a Participant names a Beneficiary other than
          his spouse, the spouse has the right to limit consent only to a
          specific Beneficiary. The spouse can relinquish such right. Such
          consent shall be in writing. The spouse's consent shall be witnessed
          by a plan representative or notary public. The spouse's consent must
          acknowledge the effect of the election, including that the spouse had
          the right to limit consent only to a specific Beneficiary and that the
          relinquishment of such right was voluntary. Unless the consent of the
          spouse expressly permits designations by the Participant without a
          requirement of further consent by the spouse, the spouse's consent
          must be limited to the Beneficiary, class of Beneficiaries, or
          contingent Beneficiary named in the election.

          Spousal consent is not required, however, if the Participant
          establishes to the satisfaction of the plan representative that the
          consent of the spouse cannot be obtained because there is no spouse or
          the spouse cannot be located. A spouse's consent under this paragraph
          shall not be valid with respect to any other spouse. A Participant may
          revoke a prior


RESTATEMENT JANUARY 1, 2004            53                     ARTICLE VI (8-910)

<PAGE>

          election without the consent of the spouse. Any new election will
          require a new spousal consent, unless the consent of the spouse
          expressly permits such election by the Participant without further
          consent by the spouse. A spouse's consent may be revoked at any time
          within the Participant's election period.

SECTION 6.04--NOTICE REQUIREMENTS.

     Optional Forms of Retirement Benefit and Right to Defer. The Plan
Administrator shall furnish to the Participant a written explanation of the
optional forms of retirement benefit in the OPTIONAL FORMS OF DISTRIBUTION
SECTION of this article, including the material features and relative values of
these options, in a manner that would satisfy the notice requirements of Code
Section 417(a)(3) and the right of the Participant to defer distribution until
the benefit is no longer immediately distributable.

     The Plan Administrator shall furnish the written explanation by a method
reasonably calculated to reach the attention of the Participant no less than 30
days, and no more than 90 days, before the Annuity Starting Date.

     However, distribution may begin less than 30 days after the notice
described in this subparagraph is given, provided the Plan Administrator clearly
informs the Participant that he has a right to a period of at least 30 days
after receiving the notice to consider the decision of whether or not to elect a
distribution (and if applicable, a particular distribution option), and the
Participant, after receiving the notice, affirmatively elects a distribution.


RESTATEMENT JANUARY 1, 2004            54                     ARTICLE VI (8-910)

<PAGE>

                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

SECTION 7.01--APPLICATION.

     The timing of any distribution must meet the requirements of this article.

SECTION 7.02--DEFINITIONS.

     For purposes of this article, the following terms are defined:

     5-percent Owner means a 5-percent owner as defined in Code Section 416. A
     Participant is treated as a 5-percent Owner for purposes of this article if
     such Participant is a 5-percent Owner at any time during the Plan Year
     ending with or within the calendar year in which such owner attains age 70
     1/2.

     In addition, a Participant is treated as a 5-percent Owner for purposes of
     this article if such Participant becomes a 5-percent Owner in a later Plan
     Year. Such Participant's Required Beginning Date shall not be later than
     the April 1 of the calendar year following the calendar year in which such
     later Plan Year ends.

     Once distributions have begun to a 5-percent Owner under this article, they
     must continue to be distributed, even if the Participant ceases to be a
     5-percent Owner in a subsequent year.

     Required Beginning Date means, for a Participant who is a 5-percent Owner,
     the April 1 of the calendar year following the calendar year in which he
     attains age 70 1/2.

     Required Beginning Date means, for any Participant who is not a 5-percent
     Owner, the April 1 of the calendar year following the later of the calendar
     year in which he attains age 70 1/2 or the calendar year in which he
     retires.

     The preretirement age 70 1/2 distribution option is only eliminated with
     respect to Participants who reach age 70 1/2 in or after a calendar year
     that begins after the later of December 31, 1998, or the adoption date of
     the amendment which eliminated such option. The preretirement age 70 1/2
     distribution is an optional form of benefit under which benefits payable in
     a particular distribution form (including any modifications that may be
     elected after benefits begin) begin at a time during the period that begins
     on or after January 1 of the calendar year in which the Participant attains
     age 70 1/2 and ends April 1 of the immediately following calendar year.

     The options available for Participants who are not 5-percent Owners and
     attained age 70 1/2 in calendar years before the calendar year that begins
     after the later of December 31, 1998, or the adoption date of the amendment
     which eliminated the preretirement age 70 1/2 distribution shall be the
     following. Any such Participant attaining age 70 1/2 in years after 1995
     may elect by April 1 of the calendar year following the calendar year in
     which he attained age 70 1/2 (or by December 31, 1997 in the case of a
     Participant attaining age 70 1/2 in 1996) to defer distributions until the
     calendar year following the calendar year in which he retires.


RESTATEMENT JANUARY 1, 2004            55                    ARTICLE VII (8-910)

<PAGE>

SECTION 7.03--DISTRIBUTION REQUIREMENTS.

     (a)  General Rules.

          (1)  The requirements of this article shall apply to any distribution
               of a Participant's interest and shall take precedence over any
               inconsistent provisions of this Plan. Unless otherwise specified,
               the provisions of this article apply to calendar years beginning
               after December 31, 1984.

          (2)  All distributions required under this article shall be determined
               and made in accordance with the proposed regulations under Code
               Section 401(a)(9).

          (3)  With respect to distributions under the Plan made on or after
               June 14, 2001, for calendar years beginning on or after January
               1, 2001, the Plan will apply the minimum distribution
               requirements of Code Section 401(a)(9) in accordance with the
               regulations under Code Section 401(a)(9) that were proposed on
               January 17, 2001 (the 2001 Proposed Regulations), notwithstanding
               any provision of the Plan to the contrary. If the total amount of
               required minimum distributions made to a Participant for 2001
               prior to June 14, 2001, are equal to or greater than the amount
               of required minimum distributions determined under the 2001
               Proposed Regulations, then no additional distributions are
               required for such Participant for 2001 on or after such date. If
               the total amount of required minimum distributions made to a
               Participant for 2001 prior to June 14, 2001, are less than the
               amount determined under the 2001 Proposed Regulations, then the
               amount of required minimum distributions for 2001 on or after
               such date will be determined so that the total amount of required
               minimum distributions for 2001 is the amount determined under the
               2001 Proposed Regulations. These provisions shall continue in
               effect until the last calendar year beginning before the
               effective date of final regulations under Code Section 401(a)(9)
               or such other date as may be published by the Internal Revenue
               Service.

     (b)  Required Beginning Date. The entire interest of a Participant must be
          distributed or begin to be distributed no later than the Participant's
          Required Beginning Date.

     (c)  Death Distribution Provisions. If the Participant dies before
          distribution of his interest begins, distribution of the Participant's
          entire interest shall be completed by December 31 of the calendar year
          containing the fifth anniversary of the Participant's death.


RESTATEMENT JANUARY 1, 2004            56                    ARTICLE VII (8-910)

<PAGE>

                                  ARTICLE VIII

                             TERMINATION OF THE PLAN

     The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions
constitutes complete termination of the Plan.

     The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of the Plan. The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial termination of
the Plan. The Participant's Account shall continue to participate in the
earnings credited, expenses charged, and any appreciation or depreciation of the
Investment Fund until his Vested Account is distributed.

     A Participant's Account which does not result from the Contributions listed
below may be distributed to the Participant after the effective date of the
complete termination of the Plan:

     Elective Deferral Contributions

A Participant's Account resulting from such Contributions may be distributed
upon complete termination of the Plan, but only if neither the Employer nor any
Controlled Group member maintain or establish a successor defined contribution
plan (other than an employer stock ownership plan as defined in Code Section
4975(e)(7), a simplified employee pension plan as defined in Code Section 408(k)
or a SIMPLE IRA plan as defined in Code Section 408(p)) and such distribution is
made in a lump sum. A distribution under this article shall be a retirement
benefit and shall be distributed to the Participant according to the provisions
of Article VI.

     The Participant's entire Vested Account shall be paid in a single sum to
the Participant as of the effective date of complete termination of the Plan if
(i) the requirements for distribution of Elective Deferral Contributions in the
above paragraph are met and (ii) consent of the Participant is not required in
the ELECTION PROCEDURES SECTION of Article VI to distribute a benefit which is
immediately distributable. This is a small amounts payment. The small amounts
payment is in full settlement of all benefits otherwise payable.

     Upon complete termination of the Plan, no more Employees shall become
Participants and no more Contributions shall be made.

     The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it
would contravene any provision of law.


RESTATEMENT JANUARY 1, 2004            57                   ARTICLE VIII (8-910)

<PAGE>

                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN

SECTION 9.01--ADMINISTRATION.

     Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has complete discretion to construe or interpret the provisions of the Plan,
including ambiguous provisions, if any, and to determine all questions that may
arise under the Plan, including all questions relating to the eligibility of
Employees to participate in the Plan and the amount of benefit to which any
Participant or Beneficiary may become entitled. The Plan Administrator's
decisions upon all matters within the scope of its authority shall be final.

     Unless otherwise set out in the Plan or Annuity Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

     The Plan Administrator shall receive all claims for benefits by
Participants, former Participants and Beneficiaries. The Plan Administrator
shall determine all facts necessary to establish the right of any Claimant to
benefits and the amount of those benefits under the provisions of the Plan. The
Plan Administrator may establish rules and procedures to be followed by
Claimants in filing claims for benefits, in furnishing and verifying proofs
necessary to determine age, and in any other matters required to administer the
Plan.

SECTION 9.02--EXPENSES.

     Expenses of the Plan, to the extent that the Employer does not pay such
expenses, may be paid out of the assets of the Plan provided that such payment
is consistent with ERISA. Such expenses include, but are not limited to,
expenses for bonding required by ERISA; expenses for recordkeeping and other
administrative services; fees and expenses of the Trustee or Annuity Contract;
expenses for investment education service; and direct costs that the Employer
incurs with respect to the Plan.

SECTION 9.03--RECORDS.

     All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

     Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.


RESTATEMENT JANUARY 1, 2004            58                     ARTICLE IX (8-910)

<PAGE>

SECTION 9.04--INFORMATION AVAILABLE.

     Any Participant in the Plan or any Beneficiary may examine copies of the
Plan description, latest annual report, any bargaining agreement, this Plan, the
Annuity Contract or any other instrument under which the Plan was established or
is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator shall
furnish him with a copy of any of these items. The Plan Administrator may make a
reasonable charge to the requesting person for the copy.

SECTION 9.05--CLAIM AND APPEAL PROCEDURES.

     A Claimant must submit any required forms and pertinent information when
making a claim for benefits under the Plan.

     If a claim for benefits under the Plan is denied, the Plan Administrator
shall provide adequate written notice to the Claimant whose claim for benefits
under the Plan has been denied. The notice must be furnished within 90 days of
the date that the claim is received by the Plan Administrator. The Claimant
shall be notified in writing within this initial 90-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator's decision is expected to be rendered. The
written notice shall be furnished no later than 180 days after the date the
claim was received by the Plan Administrator.

     The Plan Administrator's notice to the Claimant shall specify the reason
for the denial; specify references to pertinent Plan provisions on which denial
is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrator's notice of denial of benefits and that failure to make the
written appeal within such 60-day period renders the Plan Administrator's
determination of such denial final, binding and conclusive.

     If the Claimant appeals to the Plan Administrator, the Claimant (or his
authorized representative) may submit in writing whatever issues and comments
the Claimant (or his authorized representative) feels are pertinent. The
Claimant (or his authorized representative) may review pertinent Plan documents.
The Plan Administrator shall reexamine all facts related to the appeal and make
a final determination as to whether the denial of benefits is justified under
the circumstances. The Plan Administrator shall advise the Claimant of its
decision within 60 days of his written request for review, unless special
circumstances (such as a hearing) would make rendering a decision within the
60-day limit unfeasible. The Claimant must be notified within the 60-day limit
if an extension is necessary. The Plan Administrator shall render a decision on
a claim for benefits no later than 120 days after the request for review is
received.

SECTION 9.06--DELEGATION OF AUTHORITY.

     All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The duties and responsibilities of the retirement committee shall be
set out in a separate written agreement.


RESTATEMENT JANUARY 1, 2004            59                     ARTICLE IX (8-910)

<PAGE>

SECTION 9.07--EXERCISE OF DISCRETIONARY AUTHORITY.

     The Employer, Plan Administrator, and any other person or entity who has
authority with respect to the management, administration, or investment of the
Plan may exercise that authority in its/his full discretion, subject only to the
duties imposed under ERISA. This discretionary authority includes, but is not
limited to, the authority to make any and all factual determinations and
interpret all terms and provisions of the Plan documents relevant to the issue
under consideration. The exercise of authority will be binding upon all persons;
will be given deference in all courts of law; and will not be overturned or set
aside by any court of law unless found to be arbitrary and capricious or made in
bad faith.

SECTION 9.08--TRANSACTION PROCESSING.

     Transactions (including, but not limited to, investment directions, trades,
loans, and distributions) shall be processed as soon as administratively
practicable after proper directions are received from the Participant or such
other parties. No guarantee is made by the Plan, Plan Administrator, Trustee,
Insurer, or Employer that such transactions will be processed on a daily or
other basis, and no guarantee is made in any respect regarding the processing
time of such transactions.

     Notwithstanding any other provision of the Plan, the Employer, the Plan
Administrator, or the Trustee reserves the right to not value an investment
option on any given Valuation Date for any reason deemed appropriate by the
Employer, the Plan Administrator, or the Trustee.

     Administrative practicality will be determined by legitimate business
factors (including, but not limited to, failure of systems or computer programs,
failure of the means of the transmission of data, force majeure, the failure of
a service provider to timely receive values or prices, and correction for errors
or omissions or the errors or omissions of any service provider) and in no event
will be deemed to be less than 14 days. The processing date of a transaction
shall be binding for all purposes of the Plan and considered the applicable
Valuation Date for any transaction.

SECTION 9.09--VOTING AND TENDER OF QUALIFYING EMPLOYER SECURITIES.

     Voting rights with respect to Qualifying Employer Securities will be passed
through to Participants. Participants will be allowed to direct the voting
rights of Qualifying Employer Securities for any matter put to the vote of
shareholders. Before each meeting of shareholders, the Employer shall cause to
be sent to each person with power to control such voting rights a copy of any
notice and any other information provided to shareholders and, if applicable, a
form for instructing the Trustee how to vote at such meeting (or any adjournment
thereof) the number of full and fractional shares subject to such person's
voting control. The Trustee may establish a deadline in advance of the meeting
by which such forms must be received in order to be effective.

     Each Participant shall be entitled to one vote for each share credited to
his Account.

     If some or all of the Participants have not directed or have not timely
directed the Trustee on how to vote, then the Trustee shall vote such Qualifying
Employer Securities in the same proportion as those shares of Qualifying
Employer Securities for which the Trustee has received proper direction for such
matter.


RESTATEMENT JANUARY 1, 2004            60                     ARTICLE IX (8-910)

<PAGE>

     Tender rights or exchange offers for Qualifying Employer Securities will be
passed through to Participants. As soon as practicable after the commencement of
a tender or exchange offer for Qualifying Employer Securities, the Employer
shall cause each person with power to control the response to such tender or
exchange offer to be advised in writing the terms of the offer and, if
applicable, to be provided with a form for instructing the Trustee, or for
revoking such instruction, to tender or exchange shares of Qualifying Employer
Securities, to the extent permitted under the terms of such offer. In advising
such persons of the terms of the offer, the Employer may include statements from
the board of directors setting forth its position with respect to the offer.

     If some or all of the Participants have not directed or have not timely
directed the Trustee on how to tender, then the Trustee shall tender such
Qualifying Employer Securities in the same proportion as those shares of
Qualifying Employer Securities for which the Trustee has received proper
direction for such matter.

     If the tender or exchange offer is limited so that all of the shares that
the Trustee has been directed to tender or exchange cannot be sold or exchanged,
the shares that each Participant directed to be tendered or exchanged shall be
deemed to have been sold or exchanged in the same ratio that the number of
shares actually sold or exchanged bears to the total number of shares that the
Trustee was directed to tender or exchange.

     The Trustee shall hold the Participant's individual directions with respect
to voting rights or tender decisions in confidence and, except as required by
law, shall not divulge or release such individual directions to anyone
associated with the Employer. The Employer may require verification of the
Trustee's compliance with the directions received from Participants by any
independent auditor selected by the Employer, provided that such auditor agrees
to maintain the confidentiality of such individual directions.

     The Employer may develop procedures to facilitate the exercise of votes or
tender rights, such as the use of facsimile transmissions for the Participants
located in physically remote areas.


RESTATEMENT JANUARY 1, 2004            61                     ARTICLE IX (8-910)

<PAGE>

                                    ARTICLE X

                               GENERAL PROVISIONS

SECTION 10.01--AMENDMENTS.

     The Employer may amend this Plan at any time, including any remedial
retroactive changes (within the time specified by Internal Revenue Service
regulations), to comply with any law or regulation issued by any governmental
agency to which the Plan is subject.

     An amendment may not diminish or adversely affect any accrued interest or
benefit of Participants or their Beneficiaries nor allow reversion or diversion
of Plan assets to the Employer at any time, except as may be required to comply
with any law or regulation issued by any governmental agency to which the Plan
is subject.

     No amendment to this Plan shall be effective to the extent that it has the
effect of decreasing a Participant's accrued benefit. However, a Participant's
Account may be reduced to the extent permitted under Code Section 412(c)(8). For
purposes of this paragraph, a Plan amendment which has the effect of decreasing
a Participant's Account with respect to benefits attributable to service before
the amendment shall be treated as reducing an accrued benefit. Furthermore, if
the vesting schedule of the Plan is amended, in the case of an Employee who is a
Participant as of the later of the date such amendment is adopted or the date it
becomes effective, the nonforfeitable percentage (determined as of such date) of
such Employee's right to his employer-derived accrued benefit shall not be less
than his percentage computed under the Plan without regard to such amendment.

     No amendment to the Plan shall be effective to eliminate or restrict an
optional form of benefit with respect to benefits attributable to service before
the amendment except as provided in the MERGERS AND DIRECT TRANSFERS SECTION of
this article and below:

     (a)  The Plan is amended to eliminate or restrict the ability of a
          Participant to receive payment of his Account balance under a
          particular optional form of benefit and the amendment satisfies the
          conditions in (1) and (2) below:

          (1)  The amendment provides a single sum distribution form that is
               otherwise identical to the optional form of benefit eliminated or
               restricted. For purposes of this condition (1), a single sum
               distribution form is otherwise identical only if it is identical
               in all respects to the eliminated or restricted optional form of
               benefit (or would be identical except that it provides greater
               rights to the Participant) except with respect to the timing of
               payments after commencement.

          (2)  The amendment provides that the amendment shall not apply to any
               distribution with an Annuity Starting Date earlier than the
               earlier of:

               (i)  the 90th day after the date the Participant receiving the
                    distribution has been furnished a summary that reflects the
                    amendment and that satisfies the ERISA requirements at 29
                    CFR 2520.104b-3 relating to a summary of material
                    modifications, or


RESTATEMENT JANUARY 1, 2004            62                      ARTICLE X (8-910)

<PAGE>

               (ii) the first day of the second Plan Year following the Plan
                    Year in which the amendment is adopted.

     (b)  The Plan is amended to eliminate or restrict in-kind distributions and
          the conditions in Q&A 2(b)(2)(iii) in section 1.411(d)-4 of the
          regulations are met.

     If, as a result of an amendment, an Employer Contribution is removed that
is not 100% immediately vested when made, the applicable vesting schedule shall
remain in effect after the date of such amendment. The Participant shall not
become immediately 100% vested in such Contributions as a result of the
elimination of such Contribution except as otherwise specifically provided in
the Plan.

     An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article XI, changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Employer Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant

     (c)  who has completed at least three Years of Service on the date the
          election period described below ends (five Years of Service if the
          Participant does not have at least one Hour-of-Service in a Plan Year
          beginning after December 31, 1988) and

     (d)  whose nonforfeitable percentage will be determined on any date after
          the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. If after the Plan is
changed, the Participant's nonforfeitable percentage will at all times be as
great as it would have been if the change had not been made, no election needs
to be provided. The election period shall begin no later than the date the Plan
amendment is adopted, or deemed adopted in the case of a change in the top-heavy
status of the Plan, and end no earlier than the 60th day after the latest of the
date the amendment is adopted (deemed adopted) or becomes effective, or the date
the Participant is issued written notice of the amendment (deemed amendment) by
the Employer or the Plan Administrator.

SECTION 10.02--DIRECT ROLLOVERS.

     Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this section, a Distributee may
elect, at the time and in the manner prescribed by the Plan Administrator, to
have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

     Any part of a distribution made under the SMALL AMOUNTS SECTION of this
article (or which is a small amounts payment made under Article VIII at complete
termination of the Plan) which is an Eligible Rollover Distribution, which is
equal to or more than $1,000, and for which the Distributee has not elected to
either have such distribution paid to him or to an Eligible Retirement Plan
shall be rolled over to an Individual Retirement Account (IRA) with an affiliate
of Principal Life Insurance Company. Such amounts shall be initially invested in
the Principal Investor Funds Money Market Fund. The Distributee shall have the
option to change the investment after the IRA has been established.


RESTATEMENT JANUARY 1, 2004            63                      ARTICLE X (8-910)

<PAGE>

     Any part of a distribution made under the SMALL AMOUNTS SECTION of this
article (or which is a small amounts payment made under Article VIII at complete
termination of the Plan) which is an Eligible Rollover Distribution, which is
less than $1,000, and for which the Distributee has not elected to either have
such distribution paid to him or to an Eligible Retirement Plan shall be paid to
the Distributee.

SECTION 10.03--MERGERS AND DIRECT TRANSFERS.

     The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation, or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation, or transfer (if this Plan had then
terminated). The Employer may enter into merger agreements or direct transfer of
assets agreements with the employers under other retirement plans which are
qualifiable under Code Section 401(a), including an elective transfer, and may
accept the direct transfer of plan assets, or may transfer plan assets, as a
party to any such agreement. The Employer shall not consent to, or be a party to
a merger, consolidation, or transfer of assets with a plan which is subject to
the survivor annuity requirements of Code Section 401(a)(11) if such action
would result in a survivor annuity feature being maintained under this Plan.

     Notwithstanding any provision of the Plan to the contrary, to the extent
any optional form of benefit under the Plan permits a distribution prior to the
Employee's retirement, death, disability, or severance from employment, and
prior to plan termination, the optional form of benefit is not available with
respect to benefits attributable to assets (including the post-transfer earnings
thereon) and liabilities that are transferred, within the meaning of Code
Section 414(l), to this Plan from a money purchase pension plan qualified under
Code Section 401(a) (other than any portion of those assets and liabilities
attributable to voluntary employee contributions).

     The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer Contributions shall not be made for or allocated to
the Eligible Employee and he may not make Participant Contributions, until the
time he meets all of the requirements to become an Active Participant.

     The Plan shall hold, administer, and distribute the transferred assets as a
part of the Plan. The Plan shall maintain a separate account for the benefit of
the Employee on whose behalf the Plan accepted the transfer in order to reflect
the value of the transferred assets.

     Unless a transfer of assets to the Plan is an elective transfer as
described below, the Plan shall apply the optional forms of benefit protections
described in the AMENDMENTS SECTION of this article to all transferred assets.

     A Participant's protected benefits may be eliminated upon transfer between
qualified defined contribution plans if the conditions in Q&A 3(b)(1) in section
1.411(d)-4 of the regulations are met. The transfer must meet all of the other
applicable qualification requirements.

     A Participant's protected benefits may be eliminated upon transfer between
qualified plans (both defined benefit and defined contribution) if the
conditions in Q&A 3(c)(1) in section 1.411(d)-4 of the regulations are met.
Beginning January 1, 2002, if the Participant is eligible to receive an
immediate distribution of his entire nonforfeitable accrued benefit in a single
sum distribution that would consist entirely of an eligible rollover


RESTATEMENT JANUARY 1, 2004            64                      ARTICLE X (8-910)

<PAGE>

distribution under Code Section 401(a)(31), such transfer will be accomplished
as a direct rollover under Code Section 401(a)(31). The rules applicable to
distributions under the plan would apply to the transfer, but the transfer would
not be treated as a distribution for purposes of the minimum distribution
requirements of Code Section 401(a)(9).

SECTION 10.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

     The obligations of an Insurer shall be governed solely by the provisions of
the Annuity Contract. The Insurer shall not be required to perform any act not
provided in or contrary to the provisions of the Annuity Contract. Each Annuity
Contract when purchased shall comply with the Plan. See the CONSTRUCTION SECTION
of this article.

     Any issuer or distributor of investment contracts or securities is governed
solely by the terms of its policies, written investment contract, prospectuses,
security instruments, and any other written agreements entered into with the
Trustee with regard to such investment contracts or securities.

     Such Insurer, issuer or distributor is not a party to the Plan, nor bound
in any way by the Plan provisions. Such parties shall not be required to look to
the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

     Until notice of any amendment or termination of this Plan or a change in
Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 10.05--EMPLOYMENT STATUS.

     Nothing contained in this Plan gives an Employee the right to be retained
in the Employer's employ or to interfere with the Employer's right to discharge
any Employee.

SECTION 10.06--RIGHTS TO PLAN ASSETS.

     An Employee shall not have any right to or interest in any assets of the
Plan upon termination of employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such
Employee according to the Plan provisions.

     Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries of such Participant under the Plan
provisions shall be in full satisfaction of all claims against the Plan, the
Named Fiduciary, the Plan Administrator, the Insurer, the Trustee, and the
Employer arising under or by virtue of the Plan.

SECTION 10.07--BENEFICIARY.

     Each Participant may name a Beneficiary to receive any death benefit that
may arise out of his participation in the Plan. The Participant may change his
Beneficiary from time to time. Unless a qualified


RESTATEMENT JANUARY 1, 2004            65                      ARTICLE X (8-910)

<PAGE>

election has been made, for purposes of distributing any death benefits before
the Participant's Retirement Date, the Beneficiary of a Participant who has a
spouse shall be the Participant's spouse. The Participant's Beneficiary
designation and any change of Beneficiary shall be subject to the provisions of
the ELECTION PROCEDURES SECTION of Article VI. It is the responsibility of the
Participant to give written notice to the Insurer of the name of the Beneficiary
on a form furnished for that purpose.

     With the Employer's consent, the Plan Administrator may maintain records of
Beneficiary designations for Participants before their Retirement Dates. In that
event, the written designations made by Participants shall be filed with the
Plan Administrator. If a Participant dies before his Retirement Date, the Plan
Administrator shall certify to the Insurer the Beneficiary designation on its
records for the Participant.

     If there is no Beneficiary named or surviving when a Participant dies, the
Participant's Beneficiary shall be the Participant's surviving spouse, or where
there is no surviving spouse, the executor or administrator of the Participant's
estate.

SECTION 10.08--NONALIENATION OF BENEFITS.

     Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary or spouse. A Participant, Beneficiary
or spouse does not have any rights to alienate, anticipate, commute, pledge,
encumber, or assign any of such benefits, except in the case of a loan as
provided in the LOANS TO PARTICIPANTS SECTION of Article V. The preceding
sentences shall also apply to the creation, assignment, or recognition of a
right to any benefit payable with respect to a Participant according to a
domestic relations order, unless such order is determined by the Plan
Administrator to be a qualified domestic relations order, as defined in Code
Section 414(p), or any domestic relations order entered before January 1, 1985.
The preceding sentences shall not apply to any offset of a Participant's
benefits provided under the Plan against an amount the Participant is required
to pay the Plan with respect to a judgement, order, or decree issued, or a
settlement entered into, on or after August 5, 1997, which meets the
requirements of Code Sections 401(a)(13)(C) or (D).

SECTION 10.09--CONSTRUCTION.

     The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according to
the laws of the state in which the Employer has its principal office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

     In the event of any conflict between the provisions of the Plan and the
terms of any Annuity Contract issued hereunder, the provisions of the Plan
control.

SECTION 10.10--LEGAL ACTIONS.

     No person employed by the Employer; no Participant, former Participant, or
their Beneficiaries; nor any other person having or claiming to have an interest
in the Plan is entitled to any notice of process. A final judgment entered in
any such action or proceeding shall be binding and conclusive on all persons
having or claiming to have an interest in the Plan.


RESTATEMENT JANUARY 1, 2004            66                      ARTICLE X (8-910)

<PAGE>

SECTION 10.11--SMALL AMOUNTS.

     If consent of the Participant is not required for a benefit which is
immediately distributable in the ELECTION PROCEDURES SECTION of Article VI, a
Participant's entire Vested Account shall be paid in a single sum as of the
earliest of his Retirement Date, the date he dies, or the date he ceases to be
an Employee for any other reason (the date the Employer provides notice to the
record keeper of the Plan of such event, if later). For purposes of this
section, if the Participant's Vested Account is zero, the Participant shall be
deemed to have received a distribution of such Vested Account. If a Participant
would have received a distribution under the first sentence of this paragraph
but for the fact that the Participant's consent was needed to distribute a
benefit which is immediately distributable, and if at a later time consent would
not be needed to distribute a benefit which is immediately distributable and
such Participant has not again become an Employee, such Vested Account shall be
paid in a single sum. This is a small amounts payment.

     If a small amounts payment is made as of the date the Participant dies, the
small amounts payment shall be made to the Participant's Beneficiary. If a small
amounts payment is made while the Participant is living, the small amounts
payment shall be made to the Participant. The small amounts payment is in full
settlement of benefits otherwise payable.

     No other small amounts payments shall be made.

SECTION 10.12--WORD USAGE.

     The masculine gender, where used in this Plan, shall include the feminine
gender and the singular words, as used in this Plan, may include the plural,
unless the context indicates otherwise.

     The words "in writing" and "written," where used in this Plan, shall
include any other forms, such as voice response or other electronic system, as
permitted by any governmental agency to which the Plan is subject.

SECTION 10.13--CHANGE IN SERVICE METHOD.

     (a)  Change of Service Method Under This Plan. If this Plan is amended to
          change the method of crediting service from the elapsed time method to
          the hours method for any purpose under this Plan, the Employee's
          service shall be equal to the sum of (1), (2), and (3) below:

          (1)  The number of whole years of service credited to the Employee
               under the Plan as of the date the change is effective.

          (2)  One year of service for the applicable computation period in
               which the change is effective if he is credited with the required
               number of Hours-of-Service. If the Employer does not have
               sufficient records to determine the Employee's actual
               Hours-of-Service in that part of the service period before the
               effective date of the change, the Hours-of-Service shall be
               determined using an equivalency. For any month in which he would
               be required to be credited with one Hour-of-Service, the Employee
               shall be deemed for purposes of this section to be credited with
               190 Hours-of-Service.


RESTATEMENT JANUARY 1, 2004            67                      ARTICLE X (8-910)

<PAGE>

          (3)  The Employee's service determined under this Plan using the hours
               method after the end of the computation period in which the
               change in service method was effective.

          If this Plan is amended to change the method of crediting service from
          the hours method to the elapsed time method for any purpose under this
          Plan, the Employee's service shall be equal to the sum of (4), (5),
          and (6) below:

          (4)  The number of whole years of service credited to the Employee
               under the Plan as of the beginning of the computation period in
               which the change in service method is effective.

          (5)  the greater of (i) the service that would be credited to the
               Employee for that entire computation period using the elapsed
               time method or (ii) the service credited to him under the Plan as
               of the date the change is effective.

          (6)  The Employee's service determined under this Plan using the
               elapsed time method after the end of the applicable computation
               period in which the change in service method was effective.

     (b)  Transfers Between Plans with Different Service Methods. If an Employee
          has been a participant in another plan of the Employer which credited
          service under the elapsed time method for any purpose which under this
          Plan is determined using the hours method, then the Employee's service
          shall be equal to the sum of (1), (2), and (3) below:

          (1)  The number of whole years of service credited to the Employee
               under the plan as of the date he became an Eligible Employee
               under this Plan.

          (2)  One year of service for the applicable computation period in
               which he became an Eligible Employee if he is credited with the
               required number of Hours-of-Service. If the Employer does not
               have sufficient records to determine the Employee's actual
               Hours-of-Service in that part of the service period before the
               date he became an Eligible Employee, the Hours-of-Service shall
               be determined using an equivalency. For any month in which he
               would be required to be credited with one Hour-of-Service, the
               Employee shall be deemed for purposes of this section to be
               credited with 190 Hours-of-Service.

          (3)  The Employee's service determined under this Plan using the hours
               method after the end of the computation period in which he became
               an Eligible Employee.

          If an Employee has been a participant in another plan of the Employer
          which credited service under the hours method for any purpose which
          under this Plan is determined using the elapsed time method, then the
          Employee's service shall be equal to the sum of (4), (5), and (6)
          below:

          (4)  The number of whole years of service credited to the Employee
               under the other plan as of the beginning of the computation
               period under that plan in which he became an Eligible Employee
               under this Plan.

          (5)  The greater of (i) the service that would be credited to the
               Employee for that entire computation period using the elapsed
               time method or (ii) the service credited to him under the other
               plan as of the date he became an Eligible Employee under this
               Plan.


RESTATEMENT JANUARY 1, 2004            68                      ARTICLE X (8-910)

<PAGE>

          (6)  The Employee's service determined under this Plan using the
               elapsed time method after the end of the applicable computation
               period under the other plan in which he became an Eligible
               Employee.

     If an Employee has been a participant in a Controlled Group member's plan
which credited service under a different method than is used in this Plan, in
order to determine entry and vesting, the provisions in (b) above shall apply as
though the Controlled Group member's plan were a plan of the Employer.

     Any modification of service contained in this Plan shall be applicable to
the service determined pursuant to this section.

SECTION 10.14--MILITARY SERVICE.

     Notwithstanding any provision of this Plan to the contrary, the Plan shall
provide contributions, benefits, and service credit with respect to qualified
military service in accordance with Code Section 414(u). Loan repayments shall
be suspended under this Plan as permitted under Code Section 414(u).


RESTATEMENT JANUARY 1, 2004            69                      ARTICLE X (8-910)

<PAGE>


                                   ARTICLE XI

                           TOP-HEAVY PLAN REQUIREMENTS

SECTION 11.01--APPLICATION.

     The provisions of this article shall supersede all other provisions in the
Plan to the contrary.

     For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer, as used in this article, shall be deemed to include all
members of the Controlled Group, unless the term as used clearly indicates only
the Employer is meant.

     The accrued benefit or account of a participant which results from
deductible employee contributions shall not be included for any purpose under
this article.

     The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of this article
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For this
purpose, the term "employee representatives" does not include any organization
more than half of whose members are employees who are owners, officers, or
executives.

SECTION 11.02--DEFINITIONS.

     For purposes of this article the following terms are defined:

     Aggregation Group means:

     (a)  each of the Employer's qualified plans in which a Key Employee is a
          participant during the Plan Year containing the Determination Date
          (regardless of whether the plan was terminated) or one of the four
          preceding Plan Years,

     (b)  each of the Employer's other qualified plans which allows the plan(s)
          described in (a) above to meet the nondiscrimination requirement of
          Code Section 401(a)(4) or the minimum coverage requirement of Code
          Section 410, and

     (c)  any of the Employer's other qualified plans not included in (a) or (b)
          above which the Employer desires to include as part of the Aggregation
          Group. Such a qualified plan shall be included only if the Aggregation
          Group would continue to satisfy the requirements of Code Section
          401(a)(4) and Code Section 410.

     The plans in (a) and (b) above constitute the "required" Aggregation Group.
     The plans in (a), (b), and (c) above constitute the "permissive"
     Aggregation Group.


RESTATEMENT JANUARY 1, 2004            70                     ARTICLE XI (8-910)

<PAGE>

     Compensation means compensation as defined in the CONTRIBUTION LIMITATION
     SECTION of Article III. For purposes of determining who is a Key Employee
     in years beginning before January 1, 1998, Compensation shall include, in
     addition to compensation as defined in the CONTRIBUTION LIMITATION SECTION
     of Article III, elective contributions. Elective contributions are amounts
     excludible from the gross income of the Employee under Code Sections 125,
     402(e)(3), 402(h)(1)(B), or 403(b), and contributed by the Employer, at the
     Employee's election, to a Code Section 401(k) arrangement, a simplified
     employee pension, cafeteria plan, or tax-sheltered annuity. Elective
     contributions also include amounts deferred under a Code Section 457 plan
     maintained by the Employer.

     Determination Date means as to any plan, for any plan year subsequent to
     the first plan year, the last day of the preceding plan year. For the first
     plan year of the plan, the last day of that year.

     Key Employee means any Employee or former Employee (and the Beneficiaries
     of such Employee) who at any time during the determination period was:

     (a)  an officer of the Employer if such individual's annual Compensation
          exceeds 50 percent of the dollar limitation under Code Section
          415(b)(1)(A),

     (b)  an owner (or considered an owner under Code Section 318) of one of the
          ten largest interests in the Employer if such individual's annual
          Compensation exceeds 100 percent of the dollar limitation under Code
          Section 415(c)(1)(A),

     (c)  a 5-percent owner of the Employer, or

     (d)  a 1-percent owner of the Employer who has annual Compensation of more
          than $150,000.

     The determination period is the Plan Year containing the Determination Date
     and the four preceding Plan Years.

     The determination of who is a Key Employee shall be made according to Code
     Section 416(i)(1) and the regulations thereunder.

     Non-key Employee means any Employee who is not a Key Employee.

     Present Value means the present value of a participant's accrued benefit
     under a defined benefit plan. For purposes of establishing Present Value to
     compute the Top-heavy Ratio, any benefit shall be discounted only for 7.5%
     interest and mortality according to the 1971 Group Annuity Table (Male)
     without the 7% margin but with projection by Scale E from 1971 to the later
     of (a) 1974, or (b) the year determined by adding the age to 1920, and
     wherein for females the male age six years younger is used.

     Top-heavy Plan means a plan which is top-heavy for any plan year beginning
     after December 31, 1983. This Plan shall be top-heavy if any of the
     following conditions exist:

     (a)  The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is
          not part of any required Aggregation Group or permissive Aggregation
          Group.

     (b)  This Plan is a part of a required Aggregation Group, but not part of a
          permissive Aggregation Group, and the Top-heavy Ratio for the required
          Aggregation Group exceeds 60 percent.


RESTATEMENT JANUARY 1, 2004            71                     ARTICLE XI (8-910)

<PAGE>

     (c)  This Plan is a part of a required Aggregation Group and part of a
          permissive Aggregation Group and the Top-heavy Ratio for the
          permissive Aggregation Group exceeds 60 percent.

     Top-heavy Ratio means:

     (a)  If the Employer maintains one or more defined contribution plans
          (including any simplified employee pension plan) and the Employer has
          not maintained any defined benefit plan which during the five-year
          period ending on the Determination Date(s) has or has had accrued
          benefits, the Top-heavy Ratio for this Plan alone or for the required
          or permissive Aggregation Group, as appropriate, is a fraction, the
          numerator of which is the sum of the account balances of all Key
          Employees as of the Determination Date(s) (including any part of any
          account balance distributed in the five-year period ending on the
          Determination Date(s)), and the denominator of which is the sum of all
          account balances (including any part of any account balance
          distributed in the five-year period ending on the Distribution
          Date(s)), both computed in accordance with Code Section 416 and the
          regulations thereunder. Both the numerator and denominator of the
          Top-heavy Ratio are increased to reflect any contribution not actually
          made as of the Determination Date, but which is required to be taken
          into account on that date under Code Section 416 and the regulations
          thereunder.

     (b)  If the Employer maintains one or more defined contribution plans
          (including any simplified employee pension plan) and the Employer
          maintains or has maintained one or more defined benefit plans which
          during the five-year period ending on the Determination Date(s) has or
          has had accrued benefits, the Top-heavy Ratio for any required or
          permissive Aggregation Group, as appropriate, is a fraction, the
          numerator of which is the sum of the account balances under the
          aggregated defined contribution plan or plans of all Key Employees
          determined in accordance with (a) above, and the Present Value of
          accrued benefits under the aggregated defined benefit plan or plans
          for all Key Employees as of the Determination Date(s), and the
          denominator of which is the sum of the account balances under the
          aggregated defined contribution plan or plans for all participants,
          determined in accordance with (a) above, and the Present Value of
          accrued benefits under the defined benefit plan or plans for all
          participants as of the Determination Date(s), all determined in
          accordance with Code Section 416 and the regulations thereunder. The
          accrued benefits under a defined benefit plan in both the numerator
          and denominator of the Top-heavy Ratio are increased for any
          distribution of an accrued benefit made in the five-year period ending
          on the Determination Date.

     (c)  For purposes of (a) and (b) above, the value of account balances and
          the Present Value of accrued benefits will be determined as of the
          most recent Valuation Date that falls within or ends with the 12-month
          period ending on the Determination Date, except as provided in Code
          Section 416 and the regulations thereunder for the first and second
          plan years of a defined benefit plan. The account balances and accrued
          benefits of a participant (i) who is not a Key Employee but who was a
          Key Employee in a prior year or (ii) who has not been credited with at
          least an hour of service with any employer maintaining the plan at any
          time during the five-year period ending on the Determination Date will
          be disregarded. The calculation of the Top-heavy Ratio and the extent
          to which distributions, rollovers, and transfers are taken into
          account will be made in accordance with Code Section 416 and the
          regulations thereunder. Deductible employee contributions will not be
          taken into account for purposes of computing the Top-heavy Ratio. When
          aggregating plans, the value of account balances and accrued benefits
          will be calculated with reference to the Determination Dates that fall
          within the same calendar year.


RESTATEMENT JANUARY 1, 2004            72                     ARTICLE XI (8-910)

<PAGE>

          The accrued benefit of a participant other than a Key Employee shall
          be determined under (i) the method, if any, that uniformly applies for
          accrual purposes under all defined benefit plans maintained by the
          Employer, or (ii) if there is no such method, as if such benefit
          accrued not more rapidly than the slowest accrual rate permitted under
          the fractional rule of Code Section 411(b)(1)(C).

SECTION 11.03--MODIFICATION OF VESTING REQUIREMENTS.

     If a Participant's Vesting Percentage determined under Article I is not at
least as great as his Vesting Percentage would be if it were determined under a
schedule permitted in Code Section 416, the following shall apply. During any
Plan Year in which the Plan is a Top-heavy Plan, the Participant's Vesting
Percentage shall be the greater of the Vesting Percentage determined under
Article I or the schedule below.

VESTING SERVICE  NONFORFEITABLE
 (whole years)     PERCENTAGE

Less than 2            0
     2                20
     3                40
     4                60
     5                80
6 or more            100

     The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to the portion of the Participant's
Account which is multiplied by a Vesting Percentage to determine his Vested
Account, including benefits accrued before the effective date of Code Section
416 and benefits accrued before this Plan became a Top-heavy Plan.

     If, in a later Plan Year, this Plan is not a Top-heavy Plan, a
Participant's Vesting Percentage shall be determined under Article I. A
Participant's Vesting Percentage determined under either Article I or the
schedule above shall never be reduced and the election procedures of the
AMENDMENTS SECTION of Article X shall apply when changing to or from the
schedule as though the automatic change were the result of an amendment.

     The part of the Participant's Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of
this article (to the extent required to be nonforfeitable under Code Section
416(b)) may not be forfeited under Code Section 411(a)(3)(B) or (D).

SECTION 11.04--MODIFICATION OF CONTRIBUTIONS.

     During any Plan Year in which this Plan is a Top-heavy Plan, the Employer
shall make a minimum contribution as of the last day of the Plan Year for each
Non-key Employee who is an Employee on the last day of the Plan Year and who was
an Active Participant at any time during the Plan Year. A Non-key Employee is
not required to have a minimum number of Hours-of-Service or minimum amount of
Compensation in order to be entitled to this minimum. A Non-key Employee who
fails to be an Active Participant merely because his Compensation is less than a
stated amount or merely because of a failure to make mandatory participant


RESTATEMENT JANUARY 1, 2004            73                     ARTICLE XI (8-910)

<PAGE>

contributions or, in the case of a cash or deferred arrangement, elective
contributions shall be treated as if he were an Active Participant. The minimum
is the lesser of (a) or (b) below:

     (a)  3 percent of such person's Compensation for such Plan Year.

     (b)  The "highest percentage" of Compensation for such Plan Year at which
          the Employer's contributions are made for or allocated to any Key
          Employee. The highest percentage shall be determined by dividing the
          Employer Contributions made for or allocated to each Key Employee
          during the Plan Year by the amount of his Compensation for such Plan
          Year, and selecting the greatest quotient (expressed as a percentage).
          To determine the highest percentage, all of the Employer's defined
          contribution plans within the Aggregation Group shall be treated as
          one plan. The minimum shall be the amount in (a) above if this Plan
          and a defined benefit plan of the Employer are required to be included
          in the Aggregation Group and this Plan enables the defined benefit
          plan to meet the requirements of Code Section 401(a)(4) or 410.

     For purposes of (a) and (b) above, Compensation shall be limited by Code
Section 401(a)(17).

     If the Employer's contributions and allocations otherwise required under
the defined contribution plan(s) are at least equal to the minimum above, no
additional contribution shall be required. If the Employer's total contributions
and allocations are less than the minimum above, the Employer shall contribute
the difference for the Plan Year.

     The minimum contribution applies to all of the Employer's defined
contribution plans in the aggregate which are Top-heavy Plans. A minimum
contribution under a profit sharing plan shall be made without regard to whether
or not the Employer has profits.

     If a person who is otherwise entitled to a minimum contribution above is
also covered under another defined contribution plan of the Employer's which is
a Top-heavy Plan during that same Plan Year, any additional contribution
required to meet the minimum above shall be provided in this Plan.

     If a person who is otherwise entitled to a minimum contribution above is
also covered under a defined benefit plan of the Employer's which is a Top-heavy
Plan during that same Plan Year, the minimum benefits for him shall not be
duplicated. The defined benefit plan shall provide an annual benefit for him on,
or adjusted to, a straight life basis equal to the lesser of:

     (c)  2 percent of his average compensation multiplied by his years of
          service, or

     (d)  20 percent of his average compensation.

Average compensation and years of service shall have the meaning set forth in
such defined benefit plan for this purpose.

     For purposes of this section, any employer contribution made according to a
salary reduction or similar arrangement and employer contributions which are
matching contributions, as defined in Code Section 401(m), shall not apply in
determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.

     The requirements of this section shall be met without regard to any Social
Security contribution.


RESTATEMENT JANUARY 1, 2004            74                     ARTICLE XI (8-910)

<PAGE>

     By executing this Plan, the Primary Employer acknowledges havings counseled
to the extent necessary with selected legal and tax advisors regarding the
Plan's legal and tax implications.

     Executed this 23rd day of December, 2003.

                                        MODERN TECHNOLOGIES CORPORATION

                                        By: /s/ Michelle Shuler
                                            ------------------------------------
                                            Human Resources Manager
                                            ------------------------------------
                                                           Title

                                                   Defined Contribution Plan 8.0

RESTATEMENT JANUARY 1, 2004            75                 PLAN EXECUTION (8-910)