<PAGE>

                                                                   EXHIBIT 10.53

                            GENUINE PARTNERSHIP PLAN

               (As Amended and Restated Effective January 1, 2001)

<PAGE>

                            GENUINE PARTNERSHIP PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                <C>
ARTICLE 1 - INTRODUCTION                                                           1

1.01 ESTABLISHMENT OF PLAN; BACKGROUND                                             1
1.02 EFFECTIVE DATE                                                                1
1.03 PURPOSE                                                                       1
1.04 PLAN GOVERNS DISTRIBUTION OF BENEFITS                                         1

ARTICLE 2 - DEFINITIONS                                                            3

ACCOUNT                                                                            3
ACT OR ERISA                                                                       3
ADJUSTMENT                                                                         3
AFFILIATE                                                                          3
AFFILIATED SPONSOR                                                                 3
AUTHORIZED ABSENCE                                                                 3
BENEFICIARY                                                                        4
BOARD                                                                              4
BREAK IN SERVICE                                                                   4
CODE                                                                               4
COMMITTEE                                                                          4
COMPANY                                                                            5
COMPANY STOCK                                                                      5
COMPANY STOCK FUND                                                                 5
COMPENSATION                                                                       5
CREDITED SERVICE                                                                   5
DISTRIBUTION                                                                       6
EFFECTIVE DATE                                                                     6
ELIGIBLE EMPLOYEE                                                                  6
EMPLOYEE                                                                           7
EMPLOYER                                                                           7
EMPLOYER CONTRIBUTION                                                              7
EMPLOYER MATCHING CONTRIBUTION                                                     7
EMPLOYER MATCHING CONTRIBUTION ACCOUNT                                             7
EMPLOYMENT                                                                         7
ENTRY DATE                                                                         7
FIDUCIARY                                                                          7
FORMER PARTICIPANT                                                                 7
FUND                                                                               7
HIGHLY COMPENSATED EMPLOYEE                                                        7
HOUR OF SERVICE                                                                    8
</TABLE>

                                       -i-

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<TABLE>
<S>                                                                                <C>
INVESTMENT FUND                                                                     9
NON-HIGHLY COMPENSATED EMPLOYEE                                                     9
PARTICIPANT                                                                         9
PERMANENT DISABILITY                                                                9
PLAN                                                                                9
PLAN ADMINISTRATOR OR ADMINISTRATOR                                                 9
PLAN YEAR                                                                          10
PRE-TAX CONTRIBUTIONS                                                              10
PRE-TAX CONTRIBUTION ACCOUNT                                                       10
PRIOR PLAN                                                                         10
PRIOR EMPLOYER ACCOUNT                                                             10
QUALIFIED                                                                          10
QUALIFIED NONELECTIVE CONTRIBUTION                                                 10
QUALIFIED NONELECTIVE CONTRIBUTION ACCOUNT                                         10
QUALIFYING EMPLOYER SECURITIES                                                     10
ROLLOVER ACCOUNT                                                                   10
ROLLOVER CONTRIBUTION                                                              10
SPOUSE                                                                             11
TERMINATION DATE                                                                   11
TREASURY REGULATION                                                                11
TRUST OR TRUST AGREEMENT                                                           11
TRUSTEE                                                                            12
VALUATION DATE                                                                     12
OTHER RULES                                                                        12

ARTICLE 3 - PARTICIPATION                                                          13

3.01 PARTICIPATION                                                                 13
3.02 YEAR OF ELIGIBILITY SERVICE                                                   14
3.03 PARTICIPATION AND REHIRE                                                      14
3.04 ACQUISITIONS                                                                  15
3.05 NOT CONTRACT FOR EMPLOYMENT                                                   15

ARTICLE 4 - PRE-TAX CONTRIBUTIONS                                                  16

4.01 PRE-TAX CONTRIBUTIONS                                                         16
4.02 ELECTIONS REGARDING PRE-TAX CONTRIBUTIONS                                     16
4.03 CHANGE IN EMPLOYEE CONTRIBUTION PERCENTAGE OR SUSPENSION OF CONTRIBUTIONS     16
4.04 DEADLINE FOR CONTRIBUTIONS AND ALLOCATION OF PRE-TAX CONTRIBUTIONS            18
4.05 ROLLOVER CONTRIBUTION                                                         18

ARTICLE 5 - EMPLOYER CONTRIBUTIONS                                                 19

5.01 EMPLOYER MATCHING CONTRIBUTION                                                19
5.02 QUALIFIED NONELECTIVE CONTRIBUTIONS                                           19
5.03 FORM AND TIMING OF CONTRIBUTIONS                                              20
</TABLE>

                                      -ii-

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<TABLE>
<S>                                                                                <C>
5.04 FORFEITURES                                                                   20
5.05 ELIGIBILITY TO SHARE IN EMPLOYER CONTRIBUTIONS AND FORFEITURES                21

ARTICLE 6 - ACCOUNTS AND ALLOCATIONS                                               22

6.01 PARTICIPANT ACCOUNTS                                                          22
6.02 ALLOCATION OF ADJUSTMENTS                                                     23
6.03 ALLOCATION OF DIVIDENDS                                                       23
6.04 ADJUSTMENT ATTRIBUTABLE TO PLAN LOANS                                         24
6.05 PLAN EXPENSES                                                                 24
6.06 INVESTMENT FUNDS AND ELECTIONS                                                24
6.07 ERRORS                                                                        25

ARTICLE 7 - VESTING                                                                26

7.01 TERMINATION DATE ON OR AFTER AGE 65                                           26
7.02 PERMANENT DISABILITY                                                          26
7.03 DEATH                                                                         26
7.04 OTHER TERMINATION DATE                                                        26
7.05 FORFEITURES                                                                   27

ARTICLE 8 - DISTRIBUTIONS                                                          29

8.01 COMMENCEMENT OF DISTRIBUTION                                                  29
8.02 METHOD OF DISTRIBUTION                                                        30
8.03 PAYMENT TO MINORS AND INCAPACITATED PERSONS                                   30
8.04 APPLICATION FOR BENEFITS                                                      31
8.05 SPECIAL DISTRIBUTION RULES                                                    31
8.06 DISTRIBUTIONS PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS                 32
8.07 DIRECT ROLLOVERS                                                              32
8.08 PARTICIPANT WITHDRAWALS AFTER AGE 59-1/2                                      34

ARTICLE 9 - HARDSHIP WITHDRAWALS; LOANS                                            35

9.01 HARDSHIP WITHDRAWAL OF ACCOUNT                                                35
9.02 DEFINITION OF HARDSHIP                                                        35
9.03 MAXIMUM HARDSHIP DISTRIBUTION                                                 35
9.04 PROCEDURE TO REQUEST HARDSHIP                                                 37
9.05 AUTHORITY TO ESTABLISH LOAN PROGRAM                                           37
9.06 ELIGIBILITY FOR LOANS                                                         37
9.07 LOAN AMOUNT                                                                   37
9.08 MAXIMUM NUMBER OF LOANS                                                       37
9.09 ASSIGNMENT OF ACCOUNT                                                         38
9.10 INTEREST                                                                      38
9.11 TERM OF LOAN                                                                  38
9.12 LEVEL AMORTIZATION                                                            38
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                                <C>
9.13 DIRECTED INVESTMENT                                                           38
9.14 OTHER REQUIREMENTS                                                            39
9.15 DISTRIBUTION OF LOAN                                                          39
9.16 SUSPENSION OF LOAN REPAYMENTS DURING MILITARY SERVICE                         40

ARTICLE 10 - ADMINISTRATION OF THE PLAN                                            41

10.01 NAMED FIDUCIARIES                                                            41
10.02 BOARD OF DIRECTORS                                                           41
10.03 TRUSTEE                                                                      42
10.04 COMMITTEE                                                                    42
10.05 STANDARD OF FIDUCIARY DUTY                                                   44
10.06 CLAIMS PROCEDURE                                                             44
10.07 INDEMNIFICATION OF COMMITTEE                                                 46

ARTICLE 11 - AMENDMENT AND TERMINATION                                             47

11.01 RIGHT TO AMEND                                                               47
11.02 TERMINATION OR DISCONTINUANCE OF CONTRIBUTIONS                               47
11.03 IRS APPROVAL OF TERMINATION                                                  48

ARTICLE 12 - SPECIAL DISCRIMINATION RULES                                          49

12.01 DEFINITIONS                                                                  49
12.02 LIMIT ON PRE-TAX CONTRIBUTIONS                                               52
12.03 AVERAGE ACTUAL DEFERRAL PERCENTAGE                                           54
12.04 SPECIAL RULES FOR DETERMINING AVERAGE ACTUAL DEFERRAL PERCENTAGE             55
12.05 DISTRIBUTION OF EXCESS ADP DEFERRALS                                         56
12.06 AVERAGE ACTUAL CONTRIBUTION PERCENTAGE                                       57
12.07 SPECIAL RULES FOR DETERMINING AVERAGE ACTUAL CONTRIBUTION PERCENTAGES        58
12.08 DISTRIBUTION OF EMPLOYER MATCHING CONTRIBUTIONS                              59
12.09 COMBINED ACP AND ADP TEST                                                    59
12.10 ORDER OF APPLYING CERTAIN SECTIONS OF ARTICLE                                61

ARTICLE 13 - HIGHLY COMPENSATED EMPLOYEES                                          62

13.01 IN GENERAL                                                                   62
13.02 HIGHLY COMPENSATED EMPLOYEE                                                  62
13.03 FORMER HIGHLY COMPENSATED EMPLOYEE                                           62
13.04 DEFINITIONS                                                                  62
13.05 OTHER METHODS PERMISSIBLE                                                    64

ARTICLE 14 - MAXIMUM BENEFITS                                                      65

14.01 GENERAL RULE                                                                 65
</TABLE>

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<TABLE>
<S>                                                                                <C>
14.02 COMBINED PLAN LIMITATION REPEALED                                            66
14.03 DEFINITIONS                                                                  66

ARTICLE 15 - TOP HEAVY RULES                                                       68

15.01 GENERAL                                                                      68
15.02 DEFINITIONS                                                                  68
15.03 MINIMUM BENEFIT                                                              69
15.04 COMBINED PLAN LIMITATION FOR TOP HEAVY YEARS REPEALED                        70

ARTICLE 16 - MISCELLANEOUS                                                         71

16.01 HEADINGS                                                                     71
16.02 ACTION BY EMPLOYER                                                           71
16.03 SPENDTHRIFT CLAUSE                                                           71
16.04 DISTRIBUTIONS UPON TERMINATION OF PLAN                                       71
16.05 DISCRIMINATION                                                               72
16.06 RELEASE                                                                      72
16.07 COMPLIANCE WITH APPLICABLE LAWS                                              72
16.08 AGENT FOR SERVICE OF PROCESS                                                 72
16.09 MERGER                                                                       72
16.10 GOVERNING LAW                                                                72
16.11 ADOPTION OF THE PLAN BY AN AFFILIATED SPONSOR                                73
16.12 PROTECTED BENEFITS                                                           74
16.13 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN                               75
16.14 QUALIFIED MILITARY SERVICE                                                   75
16.15 USE OF ELECTRONIC MEDIA                                                      75

ARTICLE 17 - EGTRRA AMENDMENTS                                                     76

17.01 BACKGROUND                                                                   76
17.02 LIMITATIONS ON CONTRIBUTIONS                                                 76
17.03 INCREASE IN COMPENSATION LIMIT                                               76
17.04 ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION                                 77
17.05 CATCH-UP CONTRIBUTIONS                                                       77
17.06 DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS                                       77
17.07 ROLLOVERS FROM OTHER PLANS                                                   78
17.08 REPEAL OF MULTIPLE USE TEST                                                  79
17.09 DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT                                  79
17.10 SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION                            79
17.11 MODIFICATION OF TOP HEAVY RULES                                              79
SCHEDULE A                                                                         82
SCHEDULE B                                                                         84
SCHEDULE C                                                                         88
SCHEDULE D                                                                         98
</TABLE>

                                       -v-

<PAGE>

                            GENUINE PARTNERSHIP PLAN
                (Amended and Restated Effective January 1, 2001)

                                    ARTICLE 1

                                  INTRODUCTION

1.01     Establishment of Plan; Background.

         (a)      Effective July 1, 1988, Genuine Parts Company adopted and
                  established the Genuine Partnership Plan. Effective January 1,
                  1994, the plan was amended and restated (the "Prior Plan").
                  The Prior Plan was at all times maintained as a plan meeting
                  the requirements of Sections 401(a) and 401(k) of the Internal
                  Revenue Code of 1986, as amended, and of the Employee
                  Retirement Income Security Act of 1974.

         (b)      The Prior Plan was amended and restated effective January 1,
                  2001, and is continued in an amended and restated form as set
                  forth in its entirety in this document (the "Plan").

1.02     Effective Date.

         This Plan shall be effective as of January 1, 2001. Notwithstanding
         this general effective date, certain provisions of this Plan (as set
         forth in this document) shall have effective dates different than
         January 1, 2001.

1.03     Purpose.

         This Plan is intended to provide a cash or deferred arrangement under
         Code Sections 401(a) and 401(k). Under the Plan, Participants can
         direct that a specified percentage of the amount that otherwise would
         have been paid to them as Compensation be contributed by the Employer
         to the Plan. The benefits described in the Plan are provided for the
         exclusive benefit of the Participants and their Beneficiaries.

1.04     Plan Governs Distribution of Benefits.

         The distribution of benefits for all Participants (whether employed by
         the Employer before or after the Effective Date) shall be governed by
         the provisions of this Plan. Nevertheless, early retirement benefits,
         retirement-type subsidies, or optional forms of benefit protected under
         Code Section 411(d)(6) ("Protected Benefits") shall not be reduced or
         eliminated with respect to benefits accrued under such Protected
         Benefits unless such reduction or elimination is permitted

                                       -1-

<PAGE>

         under the Code, Treasury Regulations, authority issued by the Internal
         Revenue Service or judicial authority.

                                       -2-

<PAGE>

                                    ARTICLE 2

                                   DEFINITIONS

Certain terms of this Plan have defined meanings which are set forth in this
Article and which shall govern unless the context in which they are used clearly
indicates that some other meaning is intended.

Account shall mean the Account established and maintained by the Committee or
Trustee for each Participant or his or her Beneficiaries to which shall be
allocated each Participant's interest in the Fund. Each Account shall be
comprised of the sub-accounts described in Section 6.01.

Act or ERISA shall mean Public Law No. 93-406, the Employee Retirement Income
Security Act of 1974, as the same may be amended from time to time.

Adjustment shall mean, for any Valuation Date, the aggregate earnings, realized
or unrealized appreciation, losses, expenses, and realized or unrealized
depreciation of the Fund since the immediately preceding Valuation Date. The
determination of the Adjustment shall be made by the Trustee and shall be final
and binding.

Affiliate shall mean the Company and any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Company; any trade or business which is under common control (as
defined in Code Section 414(c)) with the Company; any organization which is a
member of an affiliated service group (as defined in Code Section 414(m)) which
includes the Company; and any other entity required to be aggregated with the
Company pursuant to regulations under Code Section 414(o).

Affiliated Sponsor shall mean any corporation and any other entity that is
designated by the Committee as an Affiliated Sponsor under the Plan. See Section
16.11 for provisions relating to an Affiliated Sponsor's adoption of the Plan.
All Affiliated Sponsors, groups of employees designated as participating in the
Plan by such Affiliated Sponsors (if not all employees), and the effective date
of each company's designation as an Affiliated Sponsor shall be specified in
Schedule A or Schedule B.

Authorized Absence shall mean any temporary layoff or any absence authorized by
the Employer under the Employer's standard personnel practices, provided that
all persons under similar circumstances must be treated alike in the granting of
such Authorized Absence and provided further that the Participant returns within
the period of Authorized Absence. An absence due to service in the Armed Forces
of the United States shall be considered an Authorized Absence to the extent
required by federal law.

                                       -3-

<PAGE>

Beneficiary shall mean, for unmarried Participants, any individual(s), trust(s),
estate(s), partnership(s), corporation(s) or other entity or entities designated
by the Participant in accordance with procedures established by the Committee to
receive any distribution to which the Participant is entitled under the Plan in
the event of the Participant's death. The Committee may require certification by
a Participant in any form it deems appropriate of the Participant's marital
status prior to accepting or honoring any Beneficiary designation. Any
Beneficiary designation shall be void if the Participant revokes the designation
or marries. Any Beneficiary designation shall be void to the extent it conflicts
with the terms of a qualified domestic relations order.

If an unmarried Participant fails to designate a Beneficiary or if the
designated Beneficiary fails to survive the Participant and the Participant has
not designated a contingent Beneficiary, the Beneficiary shall be the surviving
descendants of the Participant (who shall take per stirpes) and if there are no
surviving descendants, the Beneficiary shall be the Participant's estate. For
the purposes of the foregoing sentence, the term "descendants" shall include any
persons adopted by a Participant or by any of his descendants.

A married Participant's Beneficiary shall be his Spouse unless the Participant
has designated a non-Spouse Beneficiary (or Beneficiaries) with the written
consent of his Spouse given in the presence of a notary public on a form
provided by the Committee, or unless the terms of a qualified domestic relations
order require payment to a non-Spouse Beneficiary. A married Participant's
designation of a non-Spouse Beneficiary in accordance with the preceding
sentence shall remain valid until revoked by the Participant or until the
Participant marries a Spouse who has not consented to a designation in
accordance with the preceding sentence.

For the purposes of this Section, revocation of prior Beneficiary designations
will occur when a Participant (i) files a valid designation with the Committee;
or (ii) files a signed statement with the Committee evidencing his intent to
revoke any prior designations.

Board shall mean the Board of Directors of the Company.

Break in Service shall occur if the Employee ceases to be employed by the
Employer and does not resume Employment for seven or more consecutive years.

Code shall mean the Internal Revenue Code of 1986, as amended. A reference to a
specific provision of the Code shall include such provision and any applicable
Treasury Regulation pertaining thereto.

Committee shall mean the Pension and Benefits Committee appointed by the Board
under Article 10 to administer the Plan. This term is interchangeable with "Plan
Administrator."

                                       -4-

<PAGE>

Company shall mean Genuine Parts Company and its successors and assigns which
adopt this Plan.

Company Stock shall mean the common stock of the Company.

Company Stock Fund shall mean the portion of a Participant's Account and each
subaccount which is invested in Company Stock.

Compensation shall mean the gross annual earnings reported on a Participant's
Form W-2 (box 1 or its comparable location as provided on Form W-2 in future
years) as required by Code Sections 6041(d) and 6051(a)(3). In addition,
Compensation shall include Pre-Tax Contributions under this Plan and salary
reduction pre-tax contributions to a Section 125 Plan maintained by the
Employer. Compensation shall be determined by ignoring any income exclusions
under Code Section 3401(a) based on the nature or location of employment. In
addition, Compensation shall be determined by ignoring reimbursements or other
expense allowances, fringe benefits (cash and non-cash), moving expenses,
deferred compensation (and for this purpose benefits under a stock option plan
are "deferred compensation") and welfare benefits (and for this purpose,
worker's compensation payments of any type and severance pay of any type shall
be considered "welfare benefits," but sick pay, short term disability and
vacation pay are not considered "welfare benefits"). Compensation shall not
include amounts in excess of the limitations set forth in Code Section
401(a)(17) ($200,000 in 2002).

Credited Service shall mean the number of years of service as an Employee of the
Employer (with proportionate allowance for fractional years) both before and
after the Effective Date, measured in accordance with the following rules:

         (a)      Credited Service for Employment Prior to January 1, 1988. An
                  Employee who was employed by the Company or an Affiliated
                  Sponsor listed on Schedule A on June 30, 1988 shall receive
                  Credited Service under this Plan for all years of Credited
                  Service earned under and pursuant to the Genuine Parts Company
                  Pension Plan prior to January 1, 1988. Credited Service so
                  determined shall be the Participant's Credited Service under
                  this Plan for all service prior to January 1, 1988. If an
                  Employee was not employed by either the Company or an
                  Affiliated Sponsor listed on Schedule A on June 30, 1988, such
                  Employee shall not receive Credited Service under this Plan
                  for his Employment prior to January 1, 1988.

         (b)      Credited Service for Employment On or After January 1, 1988.
                  On or after January 1, 1988, an Employee shall receive
                  Credited Service for the elapsed time of his Employment
                  beginning on the date of the Employee's first Hour of Service
                  on or after January 1, 1988 and ending on his Termination
                  Date. If an Employee has a Termination Date and is
                  subsequently rehired, such Employee shall again receive
                  Credited

                                       -5-

<PAGE>

                  Service (subject to the Break in Service rules set forth
                  below) beginning on the date of the Employee's first Hour of
                  Service on or after his reemployment and ending on his
                  subsequent Termination Date.

         (c)      Break in Service. Credited Service shall not include any
                  period of Employment which precedes a Break in Service if as
                  of the first day of the Break in Service, the Employee is not
                  vested in any portion of his Account.

         (d)      Employment with Affiliated Sponsors; Predecessor Businesses.
                  Credited Service shall not include any period of employment
                  with any Affiliated Sponsor prior to its designation as an
                  Affiliated Sponsor or any period of employment with a
                  predecessor business prior to its acquisition by Employer
                  except to the extent provided in Schedules A or B.

         (e)      Military Service. Credited Service shall not include any
                  period of service in the military, except to the extent such
                  service is required to be credited under applicable federal
                  law. See Section 16.14.

         (f)      Employment with Affiliates. An Employee's service with an
                  Affiliate shall be considered Employment with the Employer.

Distribution shall mean payment by the Trustee to or for the benefit of a
Participant, Spouse, Beneficiary or other person entitled to benefits as
provided in this Plan.

Effective Date shall mean January 1, 2001.

Eligible Employee shall mean, except for those Employees identified in the
following sentence, all Employees employed by the Employer. The following
Employees shall not be considered Eligible Employees: (i) any Employee included
in a collective bargaining unit for which a labor organization is recognized as
collective bargaining agent unless such Employee has been designated by the
Committee as an "Eligible Employee" for the purposes of this Plan, (ii) any
employee who is a nonresident alien and who does not receive earned income from
the Employer which constitutes income from sources within the United States,
(iii) any person classified by the Employer as an independent contractor for
purposes of withholding and payment of employment taxes, even if such person is
later determined, whether by the Employer or otherwise, to be a common law
Employee of the Employer; (iv) any "leased employee" with respect to the
Employer ("Leased employee" shall mean any person, other than an Employee of the
Employer, who pursuant to an agreement between the Employer and any other person
("leasing organization") has performed services for the Employer (or for the
Employer 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 the primary direction or control of the
Employer), or (v) effective July 1, 2001, any Employee who is employed by or on
Authorized Absence from the Employer in Puerto Rico.

                                       -6-

<PAGE>

Employee shall mean any person employed by or on Authorized Absence from the
Employer, and any person who is a "leased employee" (as defined in the
definition of "Eligible Employee") with respect to the Employer. However, if
such "leased employees" constitute less than 20 percent of the Employer's
combined non-highly compensated work force, within the meaning of Code Section
414(n)(1)(C)(ii), the term "Employee" shall not include "leased employees"
covered by a plan described in Code Section 414(n)(5).

Employer shall mean the Company and any Affiliated Sponsor. All Affiliated
Sponsors are listed on Schedule A and Schedule B.

Employer Contribution shall mean Employer Matching Contributions and Qualified
Nonelective Contributions. Employer Contributions may be made without regard to
current or accumulated earnings and profits for the taxable year or years ending
with or within the Plan Year.

Employer Matching Contribution shall have that meaning as defined in Section
5.01.

Employer Matching Contribution Account shall mean the portion of a Participant's
total Account attributable to Employer Matching Contributions, and the total of
the Adjustments which have been credited to or deducted from a Participant's
Account with respect to Employer Matching Contributions.

Employment shall mean the active service of an Employee with the Employer.
Employment with an Affiliated Sponsor prior to its designation as an Affiliated
Sponsor and employment with a predecessor business prior to its acquisition by
Employer shall be counted as employment with the Employer only to the extent
provided in Schedules A or B.

Entry Date shall mean the first business day of any calendar month.

Fiduciary shall mean any party named as a Fiduciary in Section 10.01. Any party
shall be considered a Fiduciary of the Plan only to the extent of the powers and
duties specifically allocated to such party under the Plan.

Former Participant shall have the meaning as set forth in Section 3.03(a).

Fund shall mean the money and other properties held and administered by the
Trustee in accordance with the Plan and Trust Agreement. If the Committee so
directs, multiple trust funds may be established under this Plan, which together
shall comprise the Fund hereunder.

Highly Compensated Employee shall have that meaning as defined in Article 13.

                                       -7-

<PAGE>

Hour of Service shall mean:

         (a)      Each hour for which an Employee is paid, or entitled to
                  payment, for performance of duties for an Employer or
                  Employers.

         (b)      Each hour for which an Employee is paid, or entitled to
                  payment, by an Employer or Employers, on account of a period
                  of time during which no duties are performed (irrespective of
                  whether the employment relationship is terminated) due to
                  vacation, holiday, illness, incapacity (including disability),
                  layoff, jury duty, military duty, or Authorized Absence;
                  provided that in no event, shall an Employee receive credit
                  for more than 501 Hours of Service for any single continuous
                  period of non-working time. However, no Hours of Service shall
                  be granted for any direct or indirect payment or for any
                  entitlement to payment if (i) such payment is made or due
                  under a plan maintained solely for the purpose of complying
                  with applicable worker's compensation laws, unemployment laws
                  or disability insurance laws or (ii) such payment is intended
                  to reimburse an employee for his or her medical or medically
                  related expenses.

         (c)      Each hour for which an Employee is on an Authorized Absence by
                  reason of: (i) the pregnancy of the Employee, (ii) birth of a
                  child of the Employee, (iii) placement of a child with the
                  Employee in connection with the adoption of the child by the
                  Employee, or (iv) caring for a child referred to in paragraphs
                  (i) through (iii) immediately following birth or placement.
                  Hours credited under this paragraph shall be credited at the
                  rate of 10 hours per day, 45 hours per week but shall not, in
                  the aggregate, exceed the number of hours required to prevent
                  the Employee from incurring a Break in Service under Code
                  Section 410(a)(5) (a maximum of 501 hours) during the first
                  computation period in which a Break in Service would otherwise
                  occur.

         (d)      Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by an Employer or
                  Employers. These hours shall be credited to the Employee for
                  the computation period or period to which the award or
                  agreement pertains, rather than the computation period in
                  which the award, agreement, or payment is made.

         (e)      In lieu of the foregoing, an Employee who is not compensated
                  on an hourly basis (such as salary, commission or piecework
                  employees) shall be credited with 45 Hours of Service for each
                  week (or 10 Hours of Service for each day) in which such
                  Employee would be credited with Hours of Service in hourly
                  pay. However, this method of computing Hours of Service may
                  not be used for any Employee whose Hours of Service is
                  required to be counted and recorded by any Federal law, such

                                       -8-

<PAGE>

                  as the Fair Labor Standards Act. Any such method must yield an
                  equivalency of at least 1,000 hours per computation period.

The following rules shall apply in determining whether an Employee completes an
"Hour of Service":

         1.       The same hours shall not be credited under subparagraphs (a),
                  (b) or (c) above, as the case may be, and subparagraph (d)
                  above; nor shall the same hours credited under subparagraphs
                  (a) through (d) above be credited under subparagraph (e)
                  above;.

         2.       The rules relating to determining hours of service for reasons
                  other than the performance of duties and for crediting Hours
                  of Service to particular periods of employment shall be those
                  rules stated in Department of Labor regulations Title 29,
                  Chapter XXV, subchapter C, part 2530, Sections 200b2(b) and
                  200b2(c), respectively.

Investment Fund shall mean the separate funds under the Trust Fund which are
distinguished by their investment objectives. The term "Investment Fund" does
not include a Participant's Company Stock Fund.

Non-highly Compensated Employee shall mean an Employee of the Employer who is
not a Highly Compensated Employee.

Participant shall mean an Employee who becomes eligible to participate in the
Plan as provided in Article 3.

Permanent Disability shall mean a physical or mental condition of a Participant
resulting from bodily injury, disease, or mental disorder which (i) for a
Participant who is not in active Employment, entitles the Participant to Social
Security disability benefits or (ii) for a Participant who is in active
Employment, results in the Participant receiving long term disability benefits
under The Genuine Parts Company Long Term Disability Plan. A Participant's
Permanent Disability will end on the date the Participant is no longer receiving
disability benefits (i) under Social Security for a Participant who is not in
active Employment, or (ii) under The Genuine Parts Company Long Term Disability
Plan for a Participant who is in active Employment.

Plan shall mean the Genuine Partnership Plan as set forth in this document,
together with any subsequent amendments hereto.

Plan Administrator or Administrator shall mean the Committee appointed by the
Board pursuant to Article 10 to administer the Plan. All references in the Plan
to the Administrator shall be deemed to apply to the Committee and vice versa.
The Committee so appointed is hereby designated as the "Administrator" of the
Plan within the meaning

                                       -9-

<PAGE>

of Section 3(16) of the Act and as the agent for service of legal process for
purposes of Section 102(b) of the Act.

Plan Year shall be the calendar year.

Pre-Tax Contributions shall mean contributions made to the Plan during the Plan
Year by the Employer, at the election of the Participant, in lieu of cash
compensation and that are made pursuant to a salary reduction agreement. Such
contributions are nonforfeitable when made and distributable only as specified
in Article 8 below.

Pre-Tax Contribution Account shall mean the portion of a Participant's Account
attributable to Pre-Tax Contributions, and the total of the Adjustments which
have been credited to or deducted from a Participant's Account with respect to
Pre-Tax Contributions.

Prior Plan. See Section 1.01.

Prior Employer Account shall mean the portion of a Participant's Account
attributable to assets transferred directly from the trustee of another
Qualified Plan to the Trustee of this Plan and which are not separately
allocated to an existing Account under this Plan. Sub-accounts may be
established as necessary to separately account for pre-tax contributions,
after-tax contributions, etc. Any restrictions or special rules applicable to
the Prior Employer Account (including optional forms of benefit that are
protected under Code Section 411(d)(6)) shall be set forth in Schedule C.

Qualified, as used in "qualified plan" or "qualified trust" shall mean a plan
and trust which are entitled to the tax benefits provided respectively by
Sections 401 and 501 of the Code, and related provisions of the Code.

Qualified Nonelective Contribution shall have that meaning as defined in Section
5.02.

Qualified Nonelective Contribution Account shall mean the portion of a
Participant's Account attributable to Qualified Nonelective Contributions, and
the total of the Adjustments which have been credited to or deducted from a
Participant's Account with respect to Qualified Nonelective Contributions.

Qualifying Employer Securities shall have that meaning as defined in Section
407(d)(5) of the Act.

Rollover Account. The portion of a Participant's Account attributable to
Rollover Contributions or the total of the Adjustments attributable to such
Rollover Contributions.

Rollover Contribution. See Section 4.05.

                                      -10-

<PAGE>

Spouse shall mean the person who was married to the Participant (in a civil or
religious ceremony recognized under the laws of the state where the marriage was
contracted) immediately prior to the date on which payments to the Participant
from the Plan begin. If the Participant dies prior to the commencement of
benefits, Spouse shall mean a person who is married to a Participant (as defined
in the immediately preceding sentence) on the date of the Participant's death. A
Participant shall not be considered married to another person as a result of any
common law marriage whether or not such common law marriage is recognized by
applicable state law.

Termination Date shall mean the first to occur of the following events:

         (a)      Voluntary resignation from service of the Employer; or

         (b)      Discharge from the service of the Employer by the Employer; or

         (c)      Termination on or after attaining age 65 (normal retirement
                  date); or

         (d)      Death; or

         (e)      Two weeks after the end of an Authorized Absence; or

         (f)      One year after an absence from work due to workers
                  compensation injury/accident; or

         (g)      Two years after an absence from work due to a Permanent
                  Disability; or

         (h)      The first anniversary of the date the Employee ceases
                  Employment for any reason not described above, e.g., vacation,
                  holiday, sickness, disability (but not a Permanent Disability
                  resulting in a Distribution from the Plan), leave of absence,
                  or layoff.

If, however, an Employee terminates his Employment on account of an event
described in paragraphs (a) - (c) above and the Employee performs an Hour of
Service within twelve months following such Termination Date (or such lesser
period as provided in Treasury Regulation Section 1.410(a)-7(d)(iii)(B)), the
Employee shall be considered as having been in active Employment during such
period of absence. An Employee on Authorized Absence will not have a Termination
Date earlier than the end of such Authorized Absence.

Treasury Regulation means regulations pertaining to certain Sections of the Code
as issued by the Secretary of the Treasury.

Trust or Trust Agreement shall refer to the Fund established pursuant to one or
more agreements of trust entered into between the Employer and one or more
trustees (sometimes referred to as sub-trusts), which governs the creation and
maintenance of the

                                      -11-

<PAGE>

Fund, and all amendments thereto which may hereafter be made. It is expressly
intended that (if the Committee so directs) multiple sub-trusts may be
established under this Plan, which together shall comprise the Trust Fund
hereunder and that all of the sub-trusts shall be considered to be a single
trust fund for purposes of Section 1.414(1)- 1(b)(1) of the Treasury
Regulations. The term Trust Fund shall also be deemed to include any fund
existing pursuant to any deposit administration or group annuity contract
between the Company and/or the Trustee and an insurer. Each trust agreement or
contract with an insurer established pursuant to this Plan shall be listed on
Schedule D.

Trustee shall mean any institution or individual(s) who shall accept the
appointment of the Committee to serve as Trustee pursuant to the Plan.

Valuation Date. It is intended that the assets of the Plan will be invested in
daily valued investment funds. Accordingly, the term "Valuation Date" shall mean
each day of the calendar year during which the Trustee determines the fair
market value of the assets held in the Investment Funds.

Other Rules. A defined term, such as "Termination," will normally govern the
definitions of derivatives therefrom, such as "Terminate," even though such
derivatives are not specifically defined and even if they are or are not
initially capitalized. The masculine gender, where appearing in the Plan, shall
be deemed to include the feminine gender, unless the context clearly indicates
to the contrary. Singular and plural nouns and pronouns shall be interchangeable
as the factual context may allow or require. The words "hereof," "herein,"
"hereunder" and other similar compounds of the word "here" shall mean and refer
to the entire Plan and not to any particular provision or Section.

                                      -12-

<PAGE>

                                    ARTICLE 3

                                  PARTICIPATION

3.01     Participation.

         (a)      In General. If an Eligible Employee is normally scheduled to
                  work thirty (30) or more hours per week ("Full-Time
                  Employee"), such Eligible Employee shall participate in the
                  Plan in accordance with Section 3.01(b) below. If an Eligible
                  Employee is normally scheduled to work fewer than thirty (30)
                  hours per week ("Part-Time Employee"), such Eligible Employee
                  shall participate in the Plan in accordance with Section
                  3.01(c) below. This Section 3.01(a) shall be effective January
                  1, 2000.

         (b)      Full-Time Employees. An Eligible Employee who is a Full-Time
                  Employee shall become a Participant in the Plan for the
                  purposes described below as of the following dates:

                  (1)      For purposes of becoming eligible to make Pre-Tax
                           Contributions and for all other purposes of the Plan
                           related to making Pre-Tax Contributions (e.g.,
                           Investment Funds and elections) other than
                           eligibility to receive an Employer Contribution and
                           an allocation of forfeitures, the later of (i) the
                           first day of the month after the Eligible Employee
                           has completed three full months of Employment and
                           attained age 18 or (ii) the date the Employee becomes
                           a member of the class of Eligible Employees.

                  (2)      For purposes of becoming eligible to receive an
                           Employer Contribution and share in the allocation of
                           any forfeitures (see Article 5), the Entry Date next
                           following the later of (i) the date on which the
                           Eligible Employee has both completed one Year of
                           Eligibility Service and attained age 18 or (ii) the
                           date the Employee becomes a member of the class of
                           Eligible Employees.

         (c)      Part-Time Employees. An Eligible Employee who is a Part-Time
                  Employee shall become a Participant in the Plan for all
                  purposes of the Plan on the Entry Date next following the
                  later of (i) the date on which the Eligible Employee has both
                  completed one Year of Eligibility Service and attained age 18
                  or (ii) the date the Employee becomes a member of the class of
                  Eligible Employees.

         (d)      Acquisitions. See Section 3.04 below for special rules that
                  apply to new Employees following an acquisition.

                                      -13-

<PAGE>

3.02     Year of Eligibility Service.

         (a)      1,000 Hour Rule. A Year of Eligibility Service is determined
                  under the 1,000 Hours of Service method. Accordingly, an
                  Employee shall receive one Year of Eligibility Service upon
                  completing a twelve consecutive month period of Employment
                  during which the Employee earns at least 1,000 Hours of
                  Service. The initial twelve month period shall be the twelve
                  consecutive month period commencing on the Employee's date of
                  hire or rehire. If the Employee fails to complete 1,000 Hours
                  of Service during this 12 month period, the Employee shall
                  receive a Year of Eligibility Service upon completing at least
                  1,000 Hours of Service during a Plan Year (commencing with the
                  Plan Year during which the Employee's first anniversary of his
                  date of hire occurs).

         (b)      Break in Service. For purposes of determining whether an
                  Eligible Employee has satisfied the requirements of Section
                  3.01(b)(2), an Employee shall not receive credit for any Hours
                  of Service for purposes of Section 3.01(b)(2) during any
                  period of Employment which precedes a Break in Service if, at
                  the time of such Break in Service, the Employee had not
                  satisfied the requirements of Section 3.01(b)(2). This rule
                  shall also apply for purposes of determining eligibility under
                  Section 3.01(b)(1) if, at the time of such Break in Service,
                  the Employee had not satisfied the requirements of Section
                  3.01(b)(1).

         (c)      Authorized Absence. A period during which an Employee is on
                  Authorized Absence shall not count towards the Employee's
                  Break in Service if such Employee resumes Employment
                  immediately after the end of such Authorized Absence.

3.03     Participation and Rehire.

         (a)      Status as a Participant. A Participant's participation in the
                  Plan shall continue until the Participant's Termination Date.
                  On or after his Termination Date, the Employee shall be known
                  as a "Former Participant" and his benefits shall thereafter be
                  governed by the provisions of Article 8. The individual's
                  status as a Former Participant shall cease as of the date the
                  individual ceases to have any balance in his Account. If a
                  Participant ceases to be an Eligible Employee but does not
                  have a Termination Date, then such person shall continue to be
                  known as a "Participant," but shall not be eligible to make
                  Pre-Tax Contributions and shall not be eligible to receive
                  Employer Contributions.

         (b)      Rehire of Person who was a Participant in this Plan. An
                  Eligible Employee who was a Participant in this Plan at the
                  time of his Termination Date and who is subsequently rehired
                  by an Employer, shall be

                                      -14-

<PAGE>

                  eligible to immediately participate in the portion(s) of the
                  Plan for which the Participant was previously eligible
                  effective on the date of his rehire or, if later, on the date
                  he becomes an Eligible Employee.

3.04     Acquisitions.

         If a group of persons becomes employed by an Employer (or any of its
         subsidiaries or divisions) as a result of an acquisition of another
         employer, the Committee shall determine whether and to what extent
         employment with such prior employer shall be treated as Years of
         Eligibility Service, the applicable Entry Date (or special entry date)
         for such acquired employees, and any other terms and conditions which
         apply to eligibility to participate in this Plan. Such terms and
         conditions shall be set forth in Schedule A or Schedule B to this Plan
         by action of the Committee. Except to the extent required by law,
         employees of an acquired business which is not identified in Schedule A
         or Schedule B shall not receive credit under this Plan for their prior
         employment with the acquired business.

3.05     Not Contract for Employment.

         Participation in the Plan shall not give any Employee the right to be
         retained in the Employer's employ, nor shall any Employee, upon
         dismissal from or voluntary termination of his employment, have any
         right or interest in the Fund, except as herein provided.

                                      -15-

<PAGE>

                                    ARTICLE 4

                              PRE-TAX CONTRIBUTIONS

4.01     Pre-Tax Contributions.

         Effective on the Participant's initial Entry Date, a Participant may
         elect to make Pre-Tax Contributions to the Plan. If a Participant fails
         to elect to make Pre-Tax Contributions at that time, a Participant may
         elect to make Pre-Tax Contributions to the Plan effective as of the
         first day of any subsequent month (except during periods of suspension
         see Section 4.03). A Participant's Pre-Tax Contributions to the Plan
         shall be made by means of payroll deduction. A Participant may
         contribute as a Pre-Tax Contribution any whole percentage from 1% to
         16% of his Compensation during any Plan Year, and effective January 1,
         2002, from 1% to 25% of his Compensation during any Plan Year.

4.02     Elections Regarding Pre-Tax Contributions.

         (a)      Procedure for Making Elections. Elections by a Participant to
                  make Pre-Tax Contributions to the Plan shall be made in
                  writing on a form prescribed by the Committee and by
                  designating on such form the percentage of Compensation that
                  will be contributed as a Pre-Tax Contribution during each pay
                  period. The election to make Pre-Tax Contributions shall be
                  effective no earlier than the first day of the Participant's
                  normal pay period beginning at least 30 days after the
                  Employer receives such election form (or such smaller number
                  of days as determined by the Committee on a nondiscriminatory
                  basis).

         (b)      Treatment as 401(k) Contributions. It is expressly intended
                  that, to the extent allowable by law, Pre-Tax Contributions
                  shall not be included in the gross income of the Participant
                  for income tax purposes and shall be deemed contributions
                  under a cash or deferred arrangement pursuant to Code
                  Section 401(k).

         (c)      Additional Limitations of Pre-Tax Contributions. Pre-Tax
                  Contributions shall be subject to the limitations described in
                  Section 12.02 (maximum dollar contribution limit), Section
                  12.03 (ADP non-discrimination test) and Article 14 (Code
                  Section 415 limit).

4.03     Change in Employee Contribution Percentage or Suspension of
         Contributions.

         (a)      Change of Contribution Percentage. A Participant may increase
                  or decrease the percentage of his Compensation contributed as
                  a Pre-Tax Contribution only on January 1, April 1, July 1, or
                  October 1 of each

                                      -16-

<PAGE>

                  Plan Year (or the first pay period that begins on or after
                  such dates) by delivery of written notice to the Committee or
                  by other means as approved by the Committee. In order to be
                  effective, the Participant must notify the Committee at least
                  30 days prior to the date that the increase or decrease will
                  become effective (or such lesser number of days as permitted
                  by the Committee on a nondiscriminatory basis). This paragraph
                  (a) is effective January 1, 1999.

         (b)      Suspension of Contributions. A Participant may suspend his
                  Pre-Tax Contributions at any time by properly completing a
                  form prescribed by the Committee. The suspension of Pre-Tax
                  Contributions will be effective on the first day of the
                  Participant's normal payroll period that begins 30 days after
                  the Participant delivers the completed form to the Committee.
                  A Participant may resume making Pre-Tax Contributions on the
                  first day of any month which is at least six months after the
                  effective date of such suspension of contributions and only
                  after informing the Committee in writing at least 30 days
                  prior to the date on which the Pre-Tax Contributions are to
                  resume. The Committee, on a nondiscriminatory basis, may
                  prescribe a lesser number of days on which the suspension or
                  resumption of Pre-Tax Contributions is to be effective. A
                  Participant's Pre-Tax Contributions shall automatically be
                  suspended beginning on the first payroll period that commences
                  after the Participant is not in receipt of Compensation, the
                  Participant's layoff or the Participant's Authorized Absence
                  without pay.

         (c)      Other Rules.

                  (1)      See Section 9.03 for circumstances under which a
                           Participant's Pre-Tax Contributions could be
                           suspended for a period of at least 12 months (6
                           months after January 1, 2002) after such Participant
                           receives a hardship distribution.

                  (2)      In order to satisfy the provisions of Article 12 and
                           Article 14, the Committee may from time to time
                           either temporarily suspend the Pre-Tax Contributions
                           of Highly Compensated Employees or reduce the maximum
                           permissible Pre-Tax Contribution that may be made to
                           the Plan by Highly Compensated Employees.

                   (3)     Any reduction, increase, or suspension of Pre-Tax
                           Contributions described in this Article 4.03 shall be
                           made in such manner as the Committee may prescribe
                           from time to time consistent with the provisions of
                           this Article.

                                      -17-

<PAGE>

4.04     Deadline for Contributions and Allocation of Pre-Tax Contributions.

         Pre-Tax Contributions shall be deducted by the Employer from the
         Participant's Compensation and paid to the Trustee as promptly as
         possible, but no later than fifteen days after the end of the calendar
         month in which the Employer retains the Pre-Tax Contributions (or such
         longer period of time granted by the Department of Labor or other
         government entity, agency or by an employee of such governmental entity
         or agency).

4.05     Rollover Contribution.

         (a)      Without regard to any limitation on contributions set forth in
                  this Article, an Eligible Employee shall be permitted, if the
                  Committee consents (based on non-discriminatory criteria), to
                  transfer to the Trustee during any Plan Year additional
                  property acceptable to the Trustee, provided such property:

                  (1)      was received by the Eligible Employee from a
                           Qualified Plan maintained by a previous employer of
                           the Eligible Employee and qualifies as a rollover
                           contribution within the meaning of Code Section
                           402(a)(5) or

                  (2)      was received by the Eligible Employee from an
                           individual retirement account or individual
                           retirement annuity and qualifies as a rollover
                           contribution within the meaning of Code Section
                           408(d)(3)(A)(ii).

         (b)      Such property shall be held by the Trustee in the Employee's
                  Rollover Account. All such amounts so held shall at all times
                  be fully vested and nonforfeitable. Such amounts shall be
                  distributed to the Employee upon Termination Date in the
                  manner provided in Article 8.

         (c)      See Section 8.07 regarding the right of a Participant to
                  request a trustee to trustee transfer of the Participant's
                  Account in lieu of a distribution of such Account.

         (d)      Notwithstanding the foregoing, any Eligible Employee who
                  elects to make a Rollover Contribution to the Plan pursuant to
                  this Section 4.05 shall not be considered a Participant for
                  any other purpose under this Plan until such Eligible Employee
                  has satisfied the applicable eligibility requirements of
                  Section 3.01.

         (e)      This Section 4.05 is effective January 1, 1999.

                                      -18-

<PAGE>

                                    ARTICLE 5

                             EMPLOYER CONTRIBUTIONS

5.01     Employer Matching Contribution.

         (a)      Eligibility to Receive Matching Contribution. For each payroll
                  period, the Employer shall contribute to the Employer Matching
                  Contribution Account of each Participant who made a Pre-Tax
                  Contribution during such payroll period. See Section
                  3.01(b)(2) and Section 5.05 for additional eligibility
                  requirements.

         (b)      Amount of Employer Matching Contribution. The Employer
                  Matching Contribution shall equal the lesser of 20% of the
                  Participant's Pre-Tax Contributions made during the calendar
                  month or 20% of the Participant's first 6% of Compensation for
                  such month (1.2% of Compensation).

         (c)      Qualifying Employer Securities. The Employer Matching
                  Contributions are intended to be comprised primarily of
                  Qualifying Employer Securities (i.e., Company Stock). It is
                  hereby expressly provided that the Plan may acquire and hold
                  Qualifying Employer Securities.

5.02     Qualified Nonelective Contributions.

         In the sole discretion of the Employer, an additional Employer
         Contribution may be made to the Plan which shall be known as a
         "Qualified Nonelective Contribution." Such contribution shall be made
         in order to satisfy the requirements of Article 12, and shall be
         allocated to the Qualified Nonelective Contribution Accounts of those
         Non-highly Compensated Employees selected by the Committee at the time
         such Qualified Nonelective Contribution is made, or as soon thereafter
         as possible. See Section 3.01(b)(2) and Section 5.05 for additional
         eligibility requirements.

                                      -19-

<PAGE>

5.03     Form and Timing of Contributions.

         (a)      Employer Contributions shall be made in cash or in Qualifying
                  Employer Securities. Employer Matching Contributions shall be
                  delivered to the Trustee as soon as administratively feasible
                  but no later than the date prescribed by the Code for filing
                  the Employer's federal income tax return, including authorized
                  extensions. Qualified Nonelective Contributions shall be
                  delivered to the Trustee on or before the last day of the
                  twelfth month following the close of the Plan Year to which
                  the contribution relates. This paragraph (a) is effective
                  January 1, 1999.

         (b)      Except as provided in this Section 5.03, all Employer
                  Contributions shall be irrevocable, shall never inure to the
                  benefit of any Employer, shall be held for the exclusive
                  purpose of providing benefits to Participants and their
                  Beneficiaries (and contingently for defraying reasonable
                  expenses of administering the Plan), and shall be held and
                  distributed by the Trustees only in accordance with this Plan.

         (c)      Upon an Employer's request and to the extent permitted by the
                  Code and other applicable laws and regulations thereunder, a
                  contribution which was made by a mistake in fact, or
                  conditioned upon the initial qualification of the Plan under
                  Code Section 401(a) or upon the deductibility of the
                  contribution under Section 404 of the Code, shall be returned
                  to the Employer within one year after the payment of the
                  contribution, the denial of the Plan's initial qualification,
                  or the disallowance of the deduction (to the extent
                  disallowed), whichever is applicable. All contributions to
                  this Plan are expressly conditioned on the deductibility of
                  such contributions under Code Section 404.

5.04     Forfeitures.

         Forfeitures shall first be applied to restore amounts previously
         forfeited pursuant to Section 7.05(c). Next, forfeitures shall be used
         to pay expenses of the Plan which may be paid by the Plan in accordance
         with the provisions of ERISA. Thereafter any remaining forfeitures
         shall be allocated on the last day of the Plan Year (unless the
         Committee directs an earlier allocation) equally on a per capita basis
         among the Employer Matching Contribution Accounts of all Participants
         who made an Elective Deferral during the Plan Year in which the
         forfeitures are allocated. See Section 7.05 to determine when a
         forfeiture of a Participant's Account occurs. See Section 3.01(b)(2)
         and Section 5.05 for additional eligibility requirements. This Section
         5.04 shall be effective January 1, 1999.

                                      -20-

<PAGE>

5.05     Eligibility to Share in Employer Contributions and Forfeitures.

         See Section 3.01(b)(2) for age and service requirements that an
         Eligible Employee must satisfy as a condition to receiving an Employer
         Contribution or sharing in the allocation of any forfeiture. An
         Eligible Employee who has satisfied the requirements of Section
         3.01(b)(1) (eligibility to make Pre-Tax Contributions) but not Section
         3.01(b)(2) may make Pre-Tax Contributions (subject to the terms of the
         Plan) but shall not be eligible to receive an Employer Matching
         Contribution on such Pre-Tax Contribution or any other Employer
         Contribution or allocation of forfeitures.

                                      -21-

<PAGE>

                                    ARTICLE 6

                            ACCOUNTS AND ALLOCATIONS

6.01     Participant Accounts.

         (a)      Individual Account Plan. This Plan is an "individual account
                  plan," as that term is used in ERISA. A separate Account shall
                  be maintained for each Participant, Former Participant or
                  Beneficiary, so long as he has an interest in the Trust Fund.

         (b)      Sub-Accounts. Each Account shall be divided (as appropriate)
                  into the following parts and sub-parts:

                  (1)      The Pre-Tax Contribution Account, which shall reflect
                           Pre-Tax Contributions contributed to this Plan and
                           any Adjustments thereto.

                  (2)      The Employer Matching Contribution Account, which
                           shall reflect Employer Matching Contributions
                           contributed to this Plan and any Adjustments thereto.

                  (3)      The Prior Employer Account, which shall reflect
                           assets transferred to this Plan directly from a
                           trustee of another Qualified Plan to the Trustee of
                           this Plan (and Adjustments thereto). The Prior
                           Employer Account shall be further divided into such
                           additional sub-portions as the Committee deems
                           necessary or appropriate to maintain, including
                           assets contributed to the Qualified Plan as pre-tax
                           contributions, after-tax contributions, employer
                           matching contributions, rollover contributions, etc.
                           To the extent deemed appropriate, portions or
                           sub-portions of this Account may be allocated to and
                           held in other Accounts. For example, pre-tax
                           contributions transferred to this Plan from another
                           Qualified Plan, may be allocated to and held as part
                           of the Pre-Tax Contribution Account.

                  (4)      The Rollover Account, which shall reflect the value
                           of all investments derived from the Participant's
                           Rollover Contributions under this Plan and any
                           Adjustments thereto.

                  (5)      The Qualified Nonelective Contribution Account, which
                           shall reflect Qualified Nonelective Contributions
                           contributed to this Plan and any Adjustments thereto.

                                      -22-

<PAGE>

                           In addition, the Committee may divide such
                           sub-accounts into such additional sub-portions as the
                           Committee deems to be necessary or advisable under
                           the circumstances or to establish other accounts or
                           sub-accounts as needed.

         (c)      Value of Account as of Valuation Date. As of each Valuation
                  Date, each Participant's Account shall equal:

                  (1)      his total Account as determined on the immediately
                           preceding Valuation Date, plus

                  (2)      his Pre-Tax Contributions added to his Account since
                           the immediately preceding Valuation Date, plus

                  (3)      his Employer Contributions added to his Account since
                           the immediately preceding Valuation Date, plus

                  (4)      his Rollover Contributions or amounts transferred to
                           this Plan from the trustee of another Qualified plan
                           and which were added to his Account since the
                           immediately preceding Valuation Date, minus

                  (5)      his Distributions, if any, since the immediately
                           preceding Valuation Date, plus or minus

                  (6)      his allocable share of Adjustments.

6.02     Allocation of Adjustments.

         The Adjustment for each Investment Fund shall be calculated as of each
         Valuation Date. The Adjustment for a given Investment Fund shall be
         allocated to each Account invested in such Investment Fund in the
         proportion that each such Account bears to the total of all such
         Accounts. Such Valuation shall occur prior to the allocation of
         Employer Contributions, Pre-Tax Contributions, Rollover Contributions
         and transfers to this Plan from the trustee of another Qualified plan
         but after taking into account all Distributions since the prior
         Valuation Date.

6.03     Allocation of Dividends.

         Any cash or stock dividend received on shares of Company Stock
         allocated to a Participant's Company Stock Fund shall be allocated to
         such Participant's Company Stock Fund.

                                      -23-

<PAGE>

6.04     Adjustment Attributable to Plan Loans.

         The Adjustment that is allocable to the Participant's directed
         investment of his loan shall be the interest payments made by the
         Participant with respect to such loan since the immediately preceding
         Valuation Date.

6.05     Plan Expenses.

         The Committee may direct that expenses attributable to general Plan
         administration be allocated among the Accounts of all Participants
         (other than the Company Stock Fund) in proportion to their Account
         balances.

6.06     Investment Funds and Elections.

         (a)      Election of Investment Funds. Each Participant shall direct,
                  following such procedures as may be specified by the
                  Committee, to have his Pre-Tax Contribution Account, Prior
                  Employer Contribution Account, Rollover Account and Qualified
                  Nonelective Contribution Account allocated or reallocated
                  among the Investment Funds.

         (b)      Initial Investment Direction. Effective January 1, 1999, a
                  Participant's initial investment election must allocate his
                  entire Account in 1% increments among the Investment Funds, as
                  of the date of the directive, and all subsequent contributions
                  to each sub-account for so long as the election remains in
                  effect. For a period of time prior to January 1, 1999,
                  allocations among the Investment Funds were made in 10%
                  increments. An Employee who fails to make a proper investment
                  election by the deadline established by the Committee for such
                  purpose, shall be deemed to have elected the "Default
                  Enrollment Election" which allocates 100% of his Account in
                  the Default Fund (i.e., the Fixed Income Fund or other
                  Investment Fund which, in the opinion of the Committee, best
                  preserves the principal amount of the Participant's Account).
                  Furthermore, effective January 1, 1999, the initial investment
                  of each newly eligible Participant's Account shall
                  automatically be made to the Default Fund until such
                  Participant directs the investment of his or her Account.

         (c)      Subsequent Elections. Investment elections will remain in
                  effect until changed by a new election. Effective January 1,
                  1999, new elections may be made in 1% increments by a
                  Participant once each calendar month (and effective April 1,
                  2001, changes may be made on a daily basis) and shall be
                  effective as of the date the investment directive is delivered
                  to the Committee (or its designee), pursuant to the rules and
                  regulations established by the Committee and which are applied
                  in a consistent and nondiscriminatory manner. For a period of
                  time prior to January 1, 1999, a Participant may make a new
                  election to modify his investment elections

                                      -24-

<PAGE>

                  in 10% increments once each calendar quarter. New elections
                  may change future allocations to the Participant's Account,
                  may reallocate between the Investment Funds any amounts
                  previously credited to the Participant's Account, or may leave
                  the allocation of such prior amounts unchanged.

         (d)      Investment Options. The Committee shall select such Investment
                  Funds as are deemed appropriate and shall notify affected
                  Participants of such Investment Funds. The Committee may
                  modify, eliminate or select new Investment Funds from time to
                  time and shall notify affected Participants of such changes
                  and solicit new investment elections, if appropriate.

         (e)      Company Stock Fund. A Participant's Employer Matching
                  Contribution Account shall consist primarily of Company Stock.
                  Company Stock shall be held in the Participant's Company Stock
                  Fund. Participants may not direct the investment of their
                  Company Stock Fund and may not direct the Trustee to transfer
                  other contributions (e.g., Pre-Tax Contributions, etc.) to the
                  Company Stock Fund.

6.07     Errors.

         Where an error or omission is discovered in any Participant's Account,
         the Committee shall make appropriate corrective adjustments as of the
         end of the Plan Year in which the error or omission is discovered. If
         it is not practical to correct the error retroactively, then the
         Committee shall take such action in its sole discretion as may be
         necessary to make such corrective adjustments, provided that any such
         actions shall treat similarly situated Participants alike and shall not
         discriminate in favor of Highly Compensated Employees.

                                      -25-

<PAGE>

                                    ARTICLE 7

                                     VESTING

7.01     Termination Date On or After Age 65.

         A Participant who has a Termination Date on or after attaining age 65
         shall be 100% vested in his Account. Such Account will be distributed
         on the date and in the form specified in Article 8.

7.02     Permanent Disability.

         A Participant who has a Termination Date on account of Permanent
         Disability shall become 100% vested in his Account as of the date of
         such Permanent Disability and shall be entitled to a Distribution of
         his Account on the date and in the form specified in Article 8.

7.03     Death.

         A Participant who has a Termination Date on account of death shall
         become 100% vested in his Account. The Participant's Beneficiary shall
         receive a Distribution of such Account on the date and in the form
         specified in Article 8.

7.04     Other Termination Date.

         (a)      In General. For any reason other than a Termination Date on or
                  after age 65, Permanent Disability or death, the Participant
                  shall be entitled to the vested portion of his Account, which
                  shall be distributed on the date and in the form specified in
                  Article 8.

         (b)      100% Vesting in Certain Sub-Accounts. A Participant shall
                  always be one hundred percent (100%) vested in his Pre-Tax
                  Contribution Account, Qualified Nonelective Contribution
                  Account, and Rollover Account.

         (c)      Three Year Vesting For Certain Sub-Accounts. Any Participant
                  who has three or more Years of Credited Service shall be 100%
                  vested in his Employer Matching Contribution Account. If a
                  Participant has less than three Years of Credited Service at
                  the time he has a Termination Date, the Participant shall
                  forfeit all amounts held in his Employer Matching Contribution
                  Account.

         (d)      Prior Employer Account. See Schedule C for the vesting
                  provisions applicable to a Participant's Prior Employer
                  Account.

                                      -26-

<PAGE>

         (e)      Forfeiture. That portion of the Participant's Account which is
                  not vested upon the Participant's Termination Date shall be
                  forfeited in accordance with Section 7.05.

7.05     Forfeitures.

         (a)      No Distribution of Account Prior to Break in Service. A
                  Participant who has a Termination Date but who does not
                  receive a Distribution of his vested Account prior to
                  incurring a Break in Service shall, upon incurring the Break
                  in Service, forfeit the non-vested portion of his Account. If
                  the terminated Participant resumes Employment with the
                  Employer prior to incurring a Break in Service, then the
                  Participant's entire Account, unreduced by any forfeiture,
                  shall become his beginning Account on the date he resumes
                  participation in the Plan.

         (b)      Distribution of Vested Account Prior to Break in Service. A
                  Participant who has a Termination Date and receives a
                  Distribution of his entire vested Account prior to incurring a
                  Break in Service, shall, upon such Distribution, forfeit the
                  non-vested portion of his Account. A Participant who is not
                  vested in his Account shall be deemed to have received a
                  Distribution of his entire vested account upon his Termination
                  Date and the Participant's non-vested Account shall be
                  immediately forfeited.

         (c)      Repayment of Account; Restoration of Non-Vested Account.
                  Except as provided below, a Participant who is re-hired by the
                  Employer shall have the right to repay to the Plan the portion
                  of the Participant's Account which was previously distributed
                  to him. In the event the Participant repays the entire
                  Distribution he received from the Plan, the Employer shall
                  restore the non-vested portion of the Participant's Account. A
                  Participant's Account shall first be restored, to the extent
                  possible, out of forfeitures under the Plan in the Plan Year
                  in which he was reemployed. To the extent such forfeitures are
                  insufficient to restore the Participant's Account, restoration
                  shall be made from Employer Contributions. A Participant who
                  was deemed to have received a Distribution of his vested
                  Account (see subsection (b) above) shall be deemed to have
                  repaid such vested Account if such Participant is rehired
                  before incurring a Break in Service.

         (d)      Restrictions of Repayment Account. Notwithstanding anything to
                  the contrary in this Plan, a Participant shall not have the
                  right to repay to the Plan the portion of his Account which
                  was previously distributed to him after any of the following
                  events: (i) the Participant incurs a Break in Service before
                  returning to Employment, (ii) the Participant fails to repay
                  the prior Distribution within five years after the Participant
                  is re-employed by the Employer, or (iii) the Participant
                  received a Distribution of his entire Account balance at the
                  time of such earlier Distribution.

                                      -27-

<PAGE>

         (e)      Allocation of Forfeitures. See Section 5.04 for the allocation
                  of forfeitures.

                                      -28-

<PAGE>

                                    ARTICLE 8

                                  DISTRIBUTIONS

8.01     Commencement of Distribution.

         (a)      Termination of Employment. If a Participant has a Termination
                  Date other than on account of death, the Participant's Account
                  will commence to be distributed as soon as administratively
                  feasible following the Committee's receipt of the
                  Participant's written request for a Distribution, but in no
                  event later than 60 days following the end of the Plan Year in
                  which such Participant requests a Distribution of his Account.
                  Such request shall be made on a form provided by the
                  Committee. See Section 8.01(c) for circumstances where the
                  Participant's consent to a Distribution is not required. This
                  paragraph (a) is effective January 1, 1999.

         (b)      Death. If a Participant has a Termination Date on account of
                  death, the Participant's Account shall be distributed within
                  90 days after the Participant's death unless the particular
                  facts and circumstances require a longer waiting period.
                  However, if the Spouse is the Participant's Beneficiary, the
                  Spouse may delay the distribution of the Participant's Account
                  until the latest date possible under Section 8.05 (relating to
                  mandatory distributions upon attaining age 70-1/2).

         (c)      Consent of Participant. A Participant's consent to a
                  Distribution of his Account shall not be required in the
                  circumstances described below, and the Committee shall direct
                  the Trustee to distribute the Participant's Account as
                  provided below:

                  (1)      Account Less Than $5,000. If the Participant's vested
                           Account balance is less than or equal to $5,000 at
                           the time of the Distribution, such Account will be
                           distributed in a lump sum no later than 60 days after
                           the end of the Plan Year in which such Termination
                           Date occurred. This provision is effective January 1,
                           1998.

                  (2)      Age 70-1/2. If a distribution is required under
                           Section 8.05 (relating to mandatory distributions for
                           Participants age 70-1/2), the Participant's Account
                           will be distributed as provided in such Section.

                  (3)      Termination Date On or After Age 65. If a Participant
                           has incurred a Termination Date and is age 65 or
                           older, the Plan shall begin distribution of the
                           Participant's Account no later than 60 days

                                      -29-

<PAGE>

                           following the end of the Plan Year in which the
                           Participant attains age 65 or, if later, within 60
                           days following the end of the Plan Year in which the
                           Participant has a Termination Date.

         (d)      Hardship Withdrawals. Hardship withdrawals (see Article 9)
                  shall commence no later than ninety (90) days after such
                  request is approved by the Committee.

         (e)      Committee Direction to Trustee. The Committee shall issue
                  directions to the Trustee concerning the recipient and the
                  distribution date of benefits which are to be paid from the
                  Trust pursuant to the Plan.

         (f)      Committee Guidelines. The Committee may establish for
                  administrative purposes, uniform and nondiscriminatory
                  guidelines concerning the commencement of benefits.

8.02     Method of Distribution.

         (a)      Lump Sum Payment. Distribution of the Participant's Account
                  will be made in a lump sum cash amount. However, see Schedule
                  C for other optional distribution forms that may be applicable
                  to the Participant's Prior Employer Account.

         (b)      Form of Payment. Distributions shall be in cash. However, if
                  the value of the vested Qualifying Employer Securities that
                  are allocated to the Participant's Account equals or exceeds
                  $1,000, the Participant shall have the option of receiving
                  whole shares of such Qualifying Employer Securities in lieu of
                  cash. Fractional shares, if any, shall be paid in cash.
                  Notwithstanding the foregoing, any in-service withdrawals
                  shall be paid in cash.

8.03     Payment to Minors and Incapacitated Persons.

         In the event that any amount is payable to a minor or to any person
         who, in the judgment of the Committee, is incapable of making proper
         disposition thereof, such payment shall be made for the benefit of such
         minor or such person in any of the following ways as the Committee, in
         its sole discretion, shall determine:

         (a)      By payment to the legal representative of such minor or such
                  person;

         (b)      By payment directly to such minor or such person;

         (c)      By payment in discharge of bills incurred by or for the
                  benefit of such minor or such person. The Trustee shall make
                  such payments as directed by the Committee without the
                  necessary intervention of any guardian or

                                      -30-

<PAGE>

                  like fiduciary, and without any obligation to require bond or
                  to see to the further application of such payment. Any payment
                  so made shall be in complete discharge of the Plan's
                  obligation to the Participant and his Beneficiaries.

8.04     Application for Benefits.

         The Committee may require a Participant or Beneficiary to complete and
         file with the Committee certain forms as a condition precedent to the
         payment of benefits. The Committee may rely upon all such information
         given to it, including the Participant's current mailing address. It is
         the responsibility of all persons interested in distributions from the
         Trust Fund to keep the Committee informed of their current mailing
         addresses.

8.05     Special Distribution Rules.

         (a)      To the extent that the distribution rules described in this
                  Section provide a limitation upon distribution rules stated
                  elsewhere in this Plan, the distribution rules stated in this
                  Section shall take precedence over such conflicting rules.
                  However, under no circumstances shall the rules stated in this
                  Section be deemed to provide distribution rights to
                  Participants or their Beneficiaries which are more expansive
                  or greater than the distribution rights stated elsewhere in
                  this Plan. For example, if the only distribution method
                  permitted under the Plan is a lump sum, then distributions
                  under this Section 8.05 may only be made in a lump sum. In
                  addition, if the Plan requires distributions to commence at
                  age 65 for Participants who have terminated Employment,
                  distributions must commence at age 65 and may not be delayed
                  to age 70-1/2.

         (b)      In no event may the distribution of a Participant's Account
                  commence later than April 1 following the calendar year in
                  which the Participant attains age 70-1/2. However, if a
                  Participant is not a 5% owner of an Employer (as defined in
                  Code Section 401(a)(9) and the Treasury Regulations
                  thereunder), such Participant's Retirement Income shall
                  commence no later than April 1 following the calendar year in
                  which he terminates his Employment. (The applicable
                  commencement date described above, is referred to as the
                  "required beginning date")." Notwithstanding the preceding
                  distribution requirements, a distribution on behalf of any
                  Participant may be made in accordance with a benefit payment
                  election executed before January 1, 1984 in a manner that
                  satisfies the requirements of the transitional rule of Section
                  242(b)(2) of the Tax Equity and Fiscal Responsibility Act of
                  1982.

         (c)      The entire account balance of each Participant shall be
                  distributed, beginning not later than the required beginning
                  date, in a single lump sum.

                                      -31-

<PAGE>

                  The initial distribution shall be based on the Participant's
                  account balance as of the December 31 preceding the required
                  beginning date. During the calendar year which begins after
                  the required beginning date (and in each calendar year
                  thereafter), the Participant's entire account balance shall be
                  distributed in a single lump sum based on the value of such
                  account balance as of the first day of such calendar year.

         (d)      If a Participant dies before distribution of the Participant's
                  Account has begun in accordance with paragraph (c) above, the
                  Participant's entire vested Account must be distributed in a
                  lump sum within 90 days of the Participant's death unless the
                  Participant's Account is payable to or for the benefit of his
                  Spouse. If the Beneficiary is the Participant's Spouse, the
                  Spouse may delay a lump sum distribution of the Participant's
                  Account until the date on which the Participant would have
                  attained age 70-1/2.

         (e)      Notwithstanding anything to the contrary herein, distributions
                  under the Plan will comply with Treasury Regulations issued
                  under Code Section 401(a)(9) and any other provisions
                  reflecting Code Section 401(a)(9) as prescribed by the
                  Commissioner of the Internal Revenue Service.

8.06     Distributions Pursuant to Qualified Domestic Relations Orders.

         Notwithstanding anything to the contrary in this Plan, a "qualified
         domestic relations order", as defined in Code Section 414(p), may
         provide that any amount to be distributed to an alternate payee may be
         distributed immediately even though the Participant is not yet entitled
         to a distribution under the Plan. The intent of this Section is to
         provide for the distribution of benefits to an alternate payee as
         permitted by Treasury Regulation 1.401(a)-13(g)(3).

8.07     Direct Rollovers.

         (a)      In General. 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.

          (b)     Definitions.

                  Eligible Rollover Distribution. An Eligible Rollover
                  Distribution is any distribution of all or any portion of the
                  balance to the credit of the Distributee, except that an
                  Eligible Rollover Distribution does not include (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

                                      -32-

<PAGE>

                  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 Section 401(a)(9) of the Code; (iii) the
                  portion of any distribution that is not includible in gross
                  income (determined without regard to the exclusion for net
                  unrealized appreciation with respect to employer securities);
                  and (iv) effective as of January 1, 2000, hardship withdrawals
                  as defined in Code Section 401(k)(2)(B)(i)(IV) which are
                  attributable to the Participant's Pre-Tax Contributions.

                  Eligible Retirement Plan. An Eligible Retirement Plan is an
                  individual retirement account described in Section 408(a) of
                  the Code, an individual retirement annuity described in
                  Section 408(b) of the Code, an annuity plan described in
                  Section 403(a) of the Code, or a qualified trust described in
                  Section 401(a) of the Code, 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.

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

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

         (c)      Waiver of 30-day Notice. If a distribution is one to which
                  Sections 401(a)(11) and 417 of the Internal Revenue Code do
                  not apply, such distribution may commence less than 30 days
                  after the notice required under section 1.411(a)-11(c) of the
                  Income Tax Regulations is given, provided that:

                  (1)      the Plan Administrator clearly informs the
                           Participant that the Participant 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

                  (2)      the Participant, after receiving the notice,
                           affirmatively elects a distribution.

                                      -33-

<PAGE>

8.08     Participant Withdrawals After Age 59-1/2.

         At any time after a Participant attains age 59-1/2, the Participant may
         elect to withdraw a part or all of his vested Account (including any
         earnings thereon). In no event shall a Participant be permitted to
         repay the amount of his or her in-service withdrawal. If the
         Participant withdraws only a portion of his vested Account, the
         Committee shall determine (in a nondiscriminatory manner) the source of
         the Accounts and Investment Funds from which the withdrawal shall be
         made.

                                      -34-

<PAGE>

                                    ARTICLE 9

                           HARDSHIP WITHDRAWALS; LOANS

9.01     Hardship Withdrawal of Account.

         (a)      In General. Any Participant may request the Committee to
                  distribute to him part or all of his vested Account (other
                  than amounts held in the Participant's Qualified Nonelective
                  Contribution Account, amounts used as collateral for a
                  Participant loan and certain earnings on the Participant's
                  Account as provided below). The Committee shall determine (in
                  a nondiscriminatory manner) the source of the Accounts (other
                  than the Accounts and amounts identified above) and Investment
                  Funds from which the withdrawal shall be made.

         (b)      No Distribution of Earnings. Income or gain that is allocated
                  to the Participant's Pre-Tax Contribution Account may not be
                  distributed in a hardship withdrawal.

9.02     Definition of Hardship.

         Hardship shall mean an immediate and heavy financial need experienced
         by reason of:

         (a)      Expenses of any accident to or sickness of such Participant,
                  his Spouse or his dependents or expenses necessary to provide
                  medical care for such Participant, his Spouse or his
                  dependents;

         (b)      Purchase of a primary residence for such Participant;

         (c)      Payment of tuition and related educational fees for the next
                  twelve months of post-secondary education for the Participant,
                  his Spouse, children or dependents;

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

         (e)      Other financial hardships as permitted by Treasury Regulations
                  or other regulatory or judicial authority and approved by the
                  Committee.

9.03     Maximum Hardship Distribution.

         A hardship distribution cannot exceed the amount required to meet the
         immediate financial need created by the hardship (after taking into
         account applicable

                                      -35-

<PAGE>

         federal, state, or local income taxes and penalties) and not reasonably
         available from other resources of the Participant. In order to ensure
         compliance with this requirement, the Committee may require the
         Participant to satisfy any or all of the provisions described below in
         (a), (b), or (c) below as a condition precedent to the Participant
         receiving a hardship distribution:

         (a)      No Other Sources Available. Certification by the Participant
                  on a form provided by the Committee for such purpose that the
                  financial need cannot be relieved (1) through reimbursement or
                  payment by insurance; (2) by reasonable liquidation of the
                  Participant's assets; (3) by ceasing Pre-Tax Contributions
                  under the Plan; (4) by other in-service distributions
                  (including loans) under the Plan and under any other plan
                  maintained by the Employer; or (5) by borrowing from
                  commercial lenders on reasonable commercial terms.

         (b)      Receipt of all Distributions Available; Suspension of Future
                  Contributions. Receipt by the Participant of all distributions
                  that he is eligible to receive (including loans) under this
                  Plan and under any other plan maintained by the Employer.

                  In addition, the Participant must agree to the following
                  limitations and restrictions:

                  (1)      The Participant's Pre-Tax Contributions shall
                           automatically be suspended beginning on the first
                           payroll period that commences after such Participant
                           requests and receives a hardship distribution. Such
                           Participant may resume making Pre-Tax Contributions
                           only on the first day of a calendar month which is at
                           least 12 months after the effective date of such
                           suspension and only after informing the Committee in
                           writing at least 30 days (or such lesser time as
                           specified by the Committee) prior to the date on
                           which the Pre-Tax Contributions are to resume.
                           Hardship distributions made on or after January 1,
                           2002 shall result in a 6 month suspension rather than
                           a 12 month suspension.

                  (2)      The maximum Pre-Tax Contribution the Participant may
                           make for the calendar year following his hardship
                           distribution shall be reduced by the amount of
                           Pre-Tax Contributions made by the Participant during
                           the calendar year in which he received his hardship
                           distribution. This subparagraph (2) shall not be
                           effective on or after January 1, 2002.

                  (3)      The Participant shall be prohibited under a legally
                           enforceable agreement from making an employee
                           contribution to any other plan maintained by the
                           Employer for at least 12 months after the receipt

                                      -36-

<PAGE>

                           of the hardship distribution. For this purpose, the
                           phrase "any other plan" includes all qualified and
                           nonqualified plans of deferred compensation, stock
                           option plans and stock purchase plans. It does not
                           include a health or welfare plan including one that
                           is part of a section 125 cafeteria plan. Effective
                           for hardship distributions made on or after January
                           1, 2002, the 12 month restriction described above
                           shall become a 6 month restriction.

9.04     Procedure to Request Hardship.

         The request to receive a hardship distribution shall be made on such
         forms and following such procedures as the Committee may prescribe from
         time to time. Under no circumstances shall the Committee permit a
         Participant to repay to the Plan the amount of any withdrawal by a
         Participant under this Section.

9.05     Authority to Establish Loan Program.

         The Committee is authorized and directed to administer the loan
         program.

9.06     Eligibility for Loans.

         Loans shall be available to all Participants on a reasonably equivalent
         basis. For the purposes of receiving a loan, the term "Participant"
         shall include any Former Participant who is a "party in interest" as
         defined in Section 3(14) of ERISA.

9.07     Loan Amount.

         (a)      Minimum Loan. No loan of less than $1,000 will be made.

         (b)      Maximum Loan. A loan to any Participant (determined
                  immediately after the origination of the loan) shall not
                  exceed the lesser of:

                  (1)      Fifty percent (50%) of the Participant's vested
                           balance in his Account as of the Valuation Date with
                           respect to which the loan is processed; or

                  (2)      $50,000, reduced by the excess (if any) of (A) the
                           highest outstanding balance of loans from the Plan
                           during the one-year period ending on the day before
                           the date on which such loan was made, over (B) the
                           outstanding loan balance of loans from the Plan on
                           the date on which the loan was made.

9.08     Maximum Number of Loans.

         No more than one loan may be made outstanding to any Participant at any
         time.

                                      -37-

<PAGE>

9.09     Assignment of Account.

         Each loan shall be supported by the Participant's promissory note for
         the amount of the loan, including interest, payable to the order of the
         Trustee. In addition, each loan shall be supported by an assignment of
         the Participant's right, title and interest in and to his Account equal
         to the amount of the loan and shall be supported by any other
         reasonable security required by the Trustee.

9.10     Interest.

         Interest shall be charged on any such loan at a rate established from
         time to time by the Trustee provided such rate is equivalent to a rate
         that would be charged by a commercial lender for a similar loan.

9.11     Term of Loan.

         The maximum repayment term of any loan is five years unless the loan is
         used to acquire any dwelling unit which within a reasonable time after
         the loan is made is to be used as the principal residence of the
         Participant. The maximum repayment term for a loan used to acquire a
         dwelling unit shall be a reasonable time, as determined by the
         Committee, that may exceed five years but shall not exceed fifteen
         years. Except for Former Participants described in Section 9.06, the
         term of the loan may not extend beyond the Participant's Termination
         Date. The Committee may, in its discretion, establish a shorter
         repayment term than the maximum repayment term otherwise permitted
         under the Plan.

9.12     Level Amortization.

         Each loan shall provide for level amortization with payments to be made
         at such regular intervals as the Committee determines in its
         discretion, but not less frequently than once every three months over
         the term of the loan. Loans to Participants in active Employment shall
         be repaid through payroll deductions and the Participant shall be
         required to authorize such payroll deduction as a condition to
         receiving the loan.

9.13     Directed Investment.

         A Participant who requests a loan shall be deemed to have directed the
         Committee to invest assets held in his Account by the amount of the
         loan, and until such loan is repaid, such loan shall be considered a
         directed investment of the Participant's Account hereunder. The Plan
         monies which are used to fund the Participant loan shall be withdrawn
         from the Participant's Account in the following order (and principal
         and interest loan repayments shall be added back to such Accounts in
         the same order):

                                      -38-

<PAGE>

         (a)      the Pre-Tax Contribution Account;

         (b)      the Rollover Account;

         (c)      the Qualified Nonelective Contribution Account; and

         (d)      the Prior Employer Account.

         Within each such Account the monies which are used to fund the
         Participant loan shall be withdrawn on a pro rata basis according to
         the value of the Investment Funds in which such Account was invested.
         Principal and interest payments on the loan will be allocated to the
         Participant's Investment Funds according to the Participant's
         investment election at the time of the payment. Prior to January 1,
         1999, loans could also be made from a Participant's Employer Matching
         Contribution Account. If a loan was made out of the Participant's
         Employer Matching Contribution Account, repayment of principal and
         interest attributable to such Account shall be allocated to the
         Participant's Company Stock Fund.

         This Section 9.13 shall be effective January 1, 1999.

9.14     Other Requirements.

         (a)      All loans issued to a married Participant pursuant to this
                  Plan on or after January 1, 1999 shall require the consent of
                  the Participant's Spouse. Such consent shall authorize the
                  Committee to default the loan and, when a distributable event
                  has occurred, foreclose on the loan pursuant to the loan
                  documents and loan guidelines without additional notice to or
                  consent by the Participant or the Participant's Spouse. Such
                  consent by the Spouse married to the Participant at the time
                  the loan is processed shall also apply to any future Spouse of
                  the Participant. Additionally, no current or future spousal
                  consent is required if the Participant was not married at the
                  time the loan was processed. Effective ninety (90) days after
                  the effective date described in Section XIII of Schedule C,
                  spousal consent will no longer be required to obtain a loan
                  from the Plan.

         (b)      The Committee may establish such additional guidelines and
                  rules as it deems necessary. Such guidelines and rules are
                  hereby incorporated by reference in the Plan. The Committee
                  may amend or modify the loan application, loan guidelines and
                  loan rules as it deems necessary to carry out the provisions
                  of this Article Nine (including retroactive amendments).

         (c)      This Section 9.14 is effective January 1, 1999.

9.15     Distribution of Loan.

                                      -39-

<PAGE>

         Loan proceeds will be distributed as soon as practicable after the loan
         is approved and after the Participant completes all documentation
         necessary to make such loan.

9.16     Suspension of Loan Repayments During Military Service

         Loan repayments will be suspended under this Plan as permitted under
         Code Section 414(u)(4) (e.g., suspension of loan repayments during a
         Participant's periods of military service as defined in Code Section
         414(u)).

                                      -40-

<PAGE>

                                   ARTICLE 10

                           ADMINISTRATION OF THE PLAN

10.01    Named Fiduciaries.

         The following parties are named as Fiduciaries of the Plan and shall
         have the authority to control and manage the operation and
         administration of the Plan:

         (a)      The Company;

         (b)      The Board;

         (c)      The Trustee;

         (d)      The Committee.

         The Fiduciaries named above shall have only the powers and duties
         expressly allocated to them in the Plan and in the Trust Agreement and
         shall have no other powers and duties in respect of the Plan; provided,
         however, that if a power or responsibility is not expressly allocated
         to a specific named fiduciary, the power or responsibility shall be
         that of the Company. No Fiduciary shall have any liability for, or
         responsibility to inquire into, the acts and omissions of any other
         Fiduciary in the exercise of powers or the discharge of
         responsibilities assigned to such other Fiduciary under this Plan or
         the Trust Agreement.

10.02    Board of Directors.

         (a)      The Board or the Compensation and Stock Option Committee shall
                  have the following powers and duties with respect to the Plan:

                  (1)      to appoint and remove the members of the Committee as
                           provided herein; and

                  (2)      to terminate the Plan in whole or in part pursuant to
                           the procedures provided hereunder.

         (b)      The Compensation and Stock Option Committee of the Board shall
                  have the power to amend any or all of the provisions of the
                  Plan. (However, see 10.04(c) for certain amendment powers
                  granted to the Committee).

         (c)      The Board shall have no other responsibilities with respect to
                  the Plan.

                                      -41-

<PAGE>

10.03    Trustee.

         The Trustee shall exercise all of the powers and duties assigned to the
         Trustee as set forth in the Trust Agreement. The Trustee shall have no
         other responsibilities with respect to the Plan.

10.04    Committee.

         (a)      A Committee of one or more individuals shall be appointed by
                  and serve at the pleasure of the Board or its Compensation and
                  Stock Option Committee to administer the Plan. Any
                  Participant, officer, or director of the Employer shall be
                  eligible to be appointed a member of the Committee and all
                  members shall serve as such without compensation. Upon
                  termination of his employment with the Employer, or upon
                  ceasing to be an officer or director, if not an employee, he
                  shall cease to be a member of the Committee. The Board or its
                  Compensation and Stock Option Committee shall have the right
                  to remove any member of the Committee at any time, with or
                  without cause. A member may resign at any time by written
                  notice to the Committee and the Board or its Compensation and
                  Stock Option Committee. If a vacancy in the Committee should
                  occur, a successor shall be appointed by the Board or its
                  Compensation and Stock Option Committee. The Committee shall
                  by written notice keep the Trustee notified of current
                  membership of the Committee, its officers and agents. The
                  Committee shall furnish the Trustee a certified signature card
                  for each member of the Committee and for all purposes
                  hereunder the Trustee shall be conclusively entitled to rely
                  upon such certified signatures.

         (b)      The Board or its Compensation and Stock Option Committee shall
                  appoint a Chairman and a Secretary from among the members of
                  the Committee. All resolutions, determinations and other
                  actions shall be by a majority vote of all members of the
                  Committee. The Committee may appoint such agents, who need not
                  be members of the Committee, as it deems necessary for the
                  effective performance of its duties, and may delegate to such
                  agents such powers and duties, whether ministerial or
                  discretionary, as the Committee deems expedient or
                  appropriate. The compensation of such agents shall be fixed by
                  the Committee; provided, however, that in no event shall
                  compensation be paid if such payment violates the provisions
                  of Section 408 of the Act and is not exempted from such
                  prohibitions by Section 408 of the Act.

         (c)      The Committee shall have complete control of the
                  administration of the Plan with all powers necessary to enable
                  it to properly carry out the provisions of the Plan. In
                  addition to all implied powers and responsibilities necessary
                  to carry out the objectives of the Plan and to

                                      -42-

<PAGE>

                  comply with the requirements of the Act, the Committee shall
                  have the following specific powers and responsibilities:

                  (1)      To construe the Plan and Trust Agreement and to
                           determine all questions arising in the
                           administration, interpretation and operation of the
                           Plan;

                  (2)      To decide all questions relating to the eligibility
                           of Employees to participate in the benefits of the
                           Plan and Trust Agreement;

                  (3)      To determine the benefits of the Plan to which any
                           Participant, Beneficiary or other person may be
                           entitled;

                  (4)      To keep records of all acts and determinations of the
                           Committee, and to keep all such records, books of
                           accounts, data and other documents as may be
                           necessary for the proper administration of the Plan;

                  (5)      To prepare and distribute to all Plan Participants
                           and Beneficiaries information concerning the Plan and
                           their rights under the Plan, including, but not
                           limited to, all information which is required to be
                           distributed by the Act, the regulations thereunder,
                           or by any other applicable law;

                  (6)      To file with the Secretary of Labor such reports and
                           additional documents as may be required by the Act
                           and regulations issued thereunder, including, but not
                           limited to, summary plan description, modifications
                           and changes, annual reports, terminal reports and
                           supplementary reports;

                  (7)      To file with the Secretary of the Treasury all
                           reports and information required to be filed by the
                           Internal Revenue Code, the Act and regulations issued
                           under each;

                  (8)      To do all things necessary to operate and administer
                           the Plan in accordance with its provisions and in
                           compliance with applicable provisions of federal law;

                  (9)      To amend certain portions of this Plan as
                           specifically delegated to the Committee in this Plan
                           (e.g., any Schedule authorizing Affiliated Sponsors
                           to participate in the Plan, etc.), to amend the Plan
                           to comply with changes in law recommended by legal
                           counsel that are necessary to maintain the tax
                           qualified status of the Plan and to make other
                           amendments to the Plan that do not materially
                           increase the costs associated with the plan;

                                      -43-

<PAGE>

                  (10)     to appoint and remove the Trustee(s); and

                  (11)     to adopt procedures for providing adequate notice in
                           writing to any Participant or Beneficiary whose claim
                           for benefits under the Plan is denied, which notice
                           shall set forth the specific reasons for such denial
                           (written in a manner calculated to be understood by
                           the Participant or Beneficiary); and to provide a
                           procedure for affording a reasonable opportunity to
                           any Participant or Beneficiary whose claim for
                           benefits has been denied, a full and fair review by
                           the Committee of the decision denying the claim.

         (d)      To enable the Committee to perform its functions, the Employer
                  shall supply full and timely information of all matters
                  relating to the compensation and length of service of all
                  Participants, their retirement, death or other cause of
                  termination of employment, and such other pertinent facts as
                  the Committee may require. The Committee shall advise the
                  Trustee of such facts and issue to the Trustee such
                  instructions as may be required by the Trustee in the
                  administration of the Plan. The Committee and the Employer
                  shall be entitled to rely upon all certificates and reports
                  made by a Certified Public Accountant selected or approved by
                  the Employer. The Committee, the Employer and its officers and
                  the Trustee, shall be fully protected in respect of any action
                  suffered by them in good faith in reliance upon the advice or
                  opinion of any accountant or attorney, and all action so taken
                  or suffered shall be conclusive upon each of them and upon all
                  other persons interested in the Plan.

10.05    Standard of Fiduciary Duty.

         Any Fiduciary, or any person designated by a Fiduciary to carry out
         fiduciary responsibilities with respect to the Plan, shall discharge
         his duties solely in the interests of the Participants and
         Beneficiaries for the exclusive purpose of providing them with benefits
         and defraying the reasonable expenses of administering the Plan. Any
         Fiduciary shall discharge his duties with the care, skill, prudence and
         diligence under the circumstances then prevailing that a prudent man
         acting in a like capacity and familiar with such matter would use in
         the conduct of an enterprise of a like character and with like aims.
         Any Fiduciary shall discharge his duties in accordance with the
         documents and instruments governing the Plan insofar as such documents
         and instruments are consistent with the provisions of the Act.
         Notwithstanding any other provisions of the Plan, no Fiduciary shall be
         authorized to engage in any transaction which is prohibited by Sections
         408 and 2003(a) of the Act or Section 4975 of the Code in the
         performance of its duties hereunder.

10.06    Claims Procedure.

                                      -44-

<PAGE>

         Any Participant, Former Participant, Beneficiary, or Spouse or
         authorized representative thereof (hereinafter referred to as
         "Claimant"), may file a claim for benefits under the Plan by submitting
         to the Committee a written statement describing the nature of the claim
         and requesting a determination of its validity under the terms of the
         Plan. Effective January 1, 2002, all applications for benefits must be
         submitted within the "applicable limitations period." The "applicable
         limitations period" shall be two years, beginning on (i) the date on
         which the payment was made, or (ii) for all other claims, the date on
         which the action complained or grieved of occurred. Within sixty (60)
         days after the date such claim is received by the Committee, it shall
         issue a ruling with respect to the claim.

         If special circumstances require an extension of time for processing,
         the Committee shall send the Claimant written notice of the extension
         prior to the termination of the 60-day period. In no case, however,
         shall the extension of time delay the Committee's decision on such
         appeal request beyond one hundred twenty (120) days following receipt
         of the actual request.

         If the claim is wholly or partially denied, written notice shall be
         furnished to the Claimant, which notice shall set forth in a manner
         calculated to be understood by the Claimant:

         (a)      The specific reason or reasons for denial;

         (b)      Specific reference to pertinent Plan provisions on which the
                  denial is based;

         (c)      A description of any additional material or information
                  necessary for the Claimant to perfect the claim and an
                  explanation of why such material or information is necessary;
                  and

         (d)      An explanation of the claims review procedures.

         Any Claimant whose claim for benefits has been denied, may appeal such
         denial by resubmitting to the Committee a written statement requesting
         a further review of the decision within sixty (60) days of the date the
         Claimant receives notice of such denial. Such statement shall set forth
         the reasons supporting the claim, the reasons such claim should not
         have been denied, and any other issues or comments which the Claimant
         deems appropriate with respect to the claim.

         If the Claimant shall request in writing, the Committee shall make
         copies of the Plan documents pertinent to his claim available for
         examination of the Claimant.

                                      -45-

<PAGE>

         Within sixty (60) days after the request for further review is
         received, the Committee shall review its determination of benefits and
         the reasons therefor and notify the Claimant in writing of its final
         decision.

         If special circumstances require an extension of time for processing,
         the Committee shall send the Claimant written notice of the extension
         prior to the termination of the 60-day period. In no case, however,
         shall the extension of time delay the Committee's decision on such
         appeal request beyond one hundred twenty (120) days following receipt
         of the actual request.

         Such written notice shall include specific reasons for the decision,
         written in a manner calculated to be understood by the Claimant, with
         specific references to the pertinent Plan provisions on which the
         decision is based. The decision of the Committee on any claim for
         benefits shall be final and conclusive upon all persons, and a
         Participant, or his Beneficiary or legal representative, shall not be
         permitted to bring suit at law or equity on an application without
         first exhausting the remedies available hereunder.

         Effective January 1, 2002, no action at law or in equity to recover
         under this Plan shall be commenced later than one year from the date of
         the decision on review (or if no decision is furnished within 120 days
         of receipt of the request for review, one year after the 120th day
         after receipt of the request for review).

10.07    Indemnification of Committee.

         To the extent permitted under the Act, the Plan shall indemnify the
         Board, the Compensation and Stock Option Committee and the Committee
         against any cost or liability which they may incur in the course of
         administering the Plan and executing the duties assigned pursuant to
         the Plan. The Employer shall indemnify the Committee, the Compensation
         and Stock Option Committee and the members of the Board against any
         personal liability or cost not provided for in the preceding sentence
         which they may incur as a result of any act or omission in relation to
         the Plan or its Participants. The Employer may purchase fiduciary
         liability insurance to insure its obligation under this Section.

                                      -46-

<PAGE>

                                   ARTICLE 11

                            AMENDMENT AND TERMINATION

11.01    Right to Amend.

         The Company intends for the Plan to be permanent so long as the
         corporation exists; however, (through action of the Board, Compensation
         and Stock Option Committee, or the Committee) it reserves the right to
         modify, alter, or amend this Plan or the Trust Agreement, from time to
         time, to any extent that it may deem advisable, including, but not
         limited to any amendment deemed necessary to ensure the continued
         qualification of the Plan under Sections 40l(a) and 401(k) of the Code
         or to ensure compliance with the Act; provided, however, that the
         Board, Compensation and Stock Option Committee, or the Committee shall
         not have the authority to amend this Plan in any manner which will:

         (a)      Permit any part of the Fund (other than such part as is
                  required to pay taxes and administrative expenses) to be used
                  for or diverted to purposes other than for the exclusive
                  benefit of the Participants or their Beneficiaries;

         (b)      Cause or permit any portion of the funds to revert to or
                  become the property of the Employer;

         (c)      Change the duties, liabilities, or responsibilities of the
                  Trustee without its prior written consent.

         See Section 16.11 regarding the power of an Affiliated Sponsor to amend
         or terminate the Plan.

11.02    Termination or Discontinuance of Contributions.

         The Company (through action of the Board or Compensation and Stock
         Option Committee) shall have the right at any time to terminate this
         Plan (hereinafter referred to as "Plan Termination"). Upon Plan
         Termination, the Committee shall direct the Trustee with reference to
         the disposition of the Fund, after payment of any expenses properly
         chargeable against the Fund. The Trustee shall distribute all amounts
         held in Trust to the Participants and others entitled to Distributions
         in proportion to the Accounts of such Participants and other
         Distributees as of the date of such Termination. In the event that this
         Plan is partially terminated, then the provisions of this Section 11.02
         shall apply, but solely with respect to the Employees affected by the
         partial termination. The termination of sponsorship of the Plan by any
         Affiliated Sponsor shall not affect the sponsorship of the Plan by the
         Company or any other Affiliated Sponsor.

                                      -47-

<PAGE>

11.03    IRS Approval of Termination.

         Notwithstanding Section 11.02, the Trustee shall not be required to
         make any Distribution from this Plan in the event of complete or
         partial termination until the authorized officials of the Internal
         Revenue Service shall have determined that there will be no liability
         against the Trustee by reason of such Distribution.

                                      -48-

<PAGE>

                                   ARTICLE 12

                          SPECIAL DISCRIMINATION RULES

12.01    Definitions.

         Actual Contribution Percentage or ACP shall mean the ratio (expressed
         as a percentage) of (i) the sum of the Employer Matching Contributions
         on behalf of the Participant for the Plan Year and, to the extent
         permitted in Treasury Regulations and elected by the Employer, the
         Participant's Qualified Elective Deferrals and Qualified Nonelective
         Contributions to (ii) the Participant's Compensation for the Plan Year.
         The Employer, on an annual basis, may elect to include or not to
         include Qualified Elective Deferrals and Qualified Nonelective
         Contributions in computing the ACP for a Plan Year. An Employer may
         elect on an annual basis to count a Participant's Employer Matching
         Contribution toward satisfying the required minimum contribution under
         Section 15.03 (minimum contribution for Non-Key Employees in a
         top-heavy plan) in lieu of including such contributions in the ACP. If
         a Participant (as defined below) does not receive an allocation of
         Employer Contributions for a Plan Year, such Participant's ACP for the
         Plan Year shall be zero.

         Actual Deferral Percentage or ADP shall mean the ratio (expressed as a
         percentage) of (i) the sum of Pre-Tax Contributions on behalf of a
         Participant for the Plan Year (excluding any Excess Deferrals by a
         Non-highly Compensated Employee) and, to the extent permitted in
         Treasury Regulations and elected by the Employer, the Participant's
         Qualified Nonelective Contributions to (ii) the Participant's
         Compensation for the Plan Year. The Employer, on an annual basis, may
         elect to include or not to include Qualified Nonelective Contributions
         in computing the ADP for a Plan Year. In the case of a Participant (as
         defined below) who does not make a Pre-Tax Contribution for a Plan Year
         and is not allocated a Qualified Nonelective Contribution for such Plan
         Year, such Participant's ADP for the Plan Year shall be zero.

         Average Actual Contribution Percentage shall mean the average
         (expressed as a percentage) of the Actual Contribution Percentages of
         the Participants in a group. The percentage shall be rounded to the
         nearest one-hundredth of one percent (four decimal places).

         Average Actual Deferral Percentage shall mean the average (expressed as
         a percentage) of the Actual Deferral Percentages of the Participants in
         a group. The percentage shall be rounded to the nearest one-hundredth
         of one percent (four decimal places).

                                      -49-

<PAGE>

         Combined ADP and ACP Test shall have the meaning as defined in Section
         12.09.

         Compensation for purposes of this Article 12 shall be that definition
         selected by the Committee that satisfies the requirements of Code
         Sections 414(s) and 401(a)(17). Such definition may change from year to
         year but must apply uniformly among all Eligible Employees being tested
         under the Plan for a given Plan Year and among all Employees being
         tested under any other plan that is aggregated with this Plan during
         the Plan Year. If the Committee fails to select a definition of
         Compensation for purposes of this Article 12, Compensation (for
         purposes of Article 12) shall have the same meaning as defined in
         Article 2.

         Employer Matching Contributions. For purposes of this Article 12, an
         Employer Matching Contribution for a particular Plan Year includes only
         those contributions that are (i) allocated to the Participant's Account
         under the Plan as of any date within such Plan Year, (ii) contributed
         to the Trust no later than the end of the 12-month period following the
         close of such Plan Year, and (iii) made on account of such
         Participant's Pre-Tax Contributions for the Plan Year.

         Excess Deferrals shall have that meaning as defined in Section 12.02.

         Excess ACP Contributions shall have that meaning as defined in Section
         12.08.

         Excess ADP Deferrals shall have that meaning as defined in Section
         12.05.

         Highly Compensated Employee. See Article 13.

         Maximum Combined Percentage shall have the meaning as defined in
         Section 12.09(c).

         Non-highly Compensated Employee. See Article 13.

         Participant. For purposes of computing the Average Actual Contribution
         Percentage and related provisions of this Article 12, a Participant
         shall mean any Eligible Employee who (i) is eligible to receive an
         allocation of an Employer Matching Contribution, even if no Employer
         Matching Contribution is allocated due to the Eligible Employee's
         failure to make a required Pre-Tax Contribution or (ii) is unable to
         receive an Employer Matching Contribution because his or her
         Compensation is less than a stated amount. For purposes of computing
         the Average Actual Deferral Percentage and related provisions of this
         Article 12, a Participant shall mean any Eligible Employee who (i) is
         eligible to make a Pre-Tax Contribution, including an Eligible Employee
         whose right to make Pre-Tax Contributions has been suspended because of
         an election not to participate or a hardship distribution and (ii) is
         unable to make a Pre-Tax Contribution because his Compensation is less
         than a stated amount.

                                      -50-

<PAGE>

         Pre-Tax Contributions. For purposes of this Article 12, a Pre-Tax
         Contribution is taken into account only if the contribution (i) is
         allocated to the Participant's Account under the terms of the Plan as
         of any date within the Plan Year, and (ii) relates to Compensation that
         would have been received by the Participant during the Plan Year or
         within 2-1/2 months after the Plan Year but for the deferral election.
         A Pre-Tax Contribution is considered to be allocated as of a date
         within a Plan Year only if the allocation is not contingent on
         participation in the Plan or performance of service after the Plan Year
         to which the Pre-Tax Contribution relates.

         Qualified Elective Deferral shall mean Pre-Tax Contributions designated
         by the Committee as Qualified Elective Deferrals in order to meet the
         ACP testing requirements of Section 12.06. In addition, the following
         requirements must be satisfied:

         (a)      The aggregate of all Pre-Tax Contributions for the Plan Year
                  (including the Qualified Elective Deferrals) must satisfy the
                  ADP testing requirements set forth in Section 12.03(a).

         (b)      The aggregate of all Pre-Tax Contributions for the Plan Year
                  (excluding the Qualified Elective Deferrals) must satisfy the
                  ADP testing requirements set forth in Section 12.03(a).

         (c)      Qualified Elective Deferrals must satisfy all other provisions
                  of this Plan applicable to Pre-Tax Contributions and shall
                  remain part of the Participant's Pre-Tax Contribution Account.

         (d)      Except as provided by this definition, Qualified Elective
                  Deferrals shall be excluded in determining whether any other
                  contribution or benefit satisfies the nondiscrimination
                  requirements of Code Sections 401(a)(4) and 401(k)(3).

         Qualified Nonelective Contribution shall mean an Employer contribution
         designated by the Committee as a Qualified Nonelective Contribution in
         order to meet the ADP testing requirements of Section 12.03 or the ACP
         testing requirements of Section 12.06. In addition, the following
         requirements must be satisfied:

         (a)      The Qualified Nonelective Contribution, whether or not used to
                  satisfy the requirements of Sections 12.03 or 12.06, must meet
                  the requirements of Code Section 401(a)(4).

         (b)      Qualified Nonelective Contributions which are taken into
                  account in order to meet the requirements of Section 12.03 or
                  12.06 (as applicable) shall

                                      -51-

<PAGE>

                  not be counted in determining whether the testing requirements
                  of any of such other Sections are met.

         (c)      The Qualified Nonelective Contributions shall be subject to
                  all provisions of this Plan applicable to Pre-Tax
                  Contributions (except that Qualified Nonelective Contributions
                  cannot be distributed in a hardship distribution).

         (d)      Except as provided in this paragraph, the Qualified
                  Nonelective Contributions shall be excluded in determining
                  whether any other contribution or benefit satisfies the
                  nondiscrimination requirements of Code Sections 401(a)(4) and
                  401(k)(3).

12.02    Limit on Pre-Tax Contributions.

         (a)      Notwithstanding any other provision of the Plan to the
                  contrary, the aggregate of a Participant's Pre-Tax
                  Contributions during a calendar year may not exceed $10,500,
                  which will increase to $11,000 in 2002 (or such greater amount
                  as established by the Secretary of the Treasury pursuant to
                  Code Section 402(g)(5)). Any Pre-Tax Contributions in excess
                  of the foregoing limit ("Excess Deferral"), plus any income
                  and minus any loss allocable thereto, may be distributed to
                  the applicable Participant no later than April 15 following
                  the calendar year in which the Pre-Tax Contributions were
                  made.

         (b)      Any Participant who has an Excess Deferral during a calendar
                  year may receive a distribution of the Excess Deferral during
                  such calendar year plus any income or minus any loss allocable
                  thereto, provided (1) the Participant requests (or is deemed
                  to request) the distribution of the Excess Deferral, (2) the
                  distribution occurs after the date the Excess Deferral arose,
                  and (3) the Committee designates the distribution as a
                  distribution of an Excess Deferral.

         (c)      If a Participant makes a Pre-Tax Contribution under this Plan
                  and in the same calendar year makes a contribution to a
                  Code Section 401(k) plan containing a cash or deferred
                  arrangement (other than this Plan), a Code Section 408(k) plan
                  (simplified employee pension plan) or a Code Section 403(b)
                  plan (tax sheltered annuity) and, after the return of any
                  Excess Deferral pursuant to Section 12.02(a) and (b) the
                  aggregate of all such Pre-Tax Contributions and contributions
                  exceed the limitations contained in Code Section 402(g), then
                  such Participant may request that the Committee return all or
                  a portion of the Participant's Pre-Tax Contributions for the
                  calendar year plus any income and minus any loss allocable
                  thereto. The amount by which such Pre-Tax Contributions and
                  contributions exceed the Code Section 402(g) limitations will
                  also be known as an Excess Deferral.

                                      -52-

<PAGE>

         (d)      Any request for a return of Excess Deferrals arising out of
                  contributions to a plan described in Section 12.02(c) above
                  which is maintained by an entity other than the Employer must:

                  (1)      be made in writing;

                  (2)      be submitted to the Committee not later than the
                           March 1 following the Plan Year in which the Excess
                           Deferral arose;

                  (3)      specify the amount of the Excess Deferral; and,

                  (4)      contain a statement that if the Excess Deferral is
                           not distributed, it will, when added to amounts
                           deferred under other plans or arrangements described
                           in Sections 401(k), 408(k), or 403(b) of the Code,
                           exceed the limit imposed on the Participant by
                           Section 402(g) of the Code for the year in which the
                           Excess Deferral occurred.

                  In the event an Excess Deferral arises out of contributions to
                  a plan (including this Plan) described in Section 12.02(c)
                  above which is maintained by the Employer, the Participant
                  making the Excess Deferral shall be deemed to have requested a
                  return of the Excess Deferral.

         (e)      Pre-Tax Contributions may only be returned to the extent
                  necessary to eliminate a Participant's Excess Deferral. Excess
                  Deferrals shall be treated as Annual Additions under the Plan.
                  In no event shall the returned Excess Deferrals for a
                  particular calendar year exceed the Participant's aggregate
                  Pre-Tax Contributions for such calendar year.

         (f)      The income or loss allocable to a Pre-Tax Contribution that is
                  returned to a Participant pursuant to Section 12.02(a) or (c)
                  shall be determined by multiplying the income or loss
                  allocable to the Participant's Account for the calendar year
                  in which the Excess Deferral arose by a fraction. The
                  numerator of the fraction is the Excess Deferral. The
                  denominator of the fraction is the value of the Participant's
                  Account balance on the last day of the calendar year in which
                  the Excess Deferral arose reduced by any income allocated to
                  the Participant's Account for such calendar year and increased
                  by any loss allocated to the Participant's Account for such
                  calendar year.

         (g)      The income or loss allocable to an Excess Deferral that is
                  returned to a Participant pursuant to Section 12.02(b) shall
                  be determined using any reasonable method adopted by the Plan
                  to measure income earned or loss incurred during the Plan Year
                  or any other method authorized by the Internal Revenue Service
                  to compute the income earned or loss incurred for the period
                  commencing on January 1 of the calendar year in which the Pre-

                                      -53-

<PAGE>

                  Tax Contribution was made and ending on the date the Excess
                  Deferral was distributed.

         (h)      Any Employer Matching Contribution allocable to an Excess
                  Deferral that is returned to a Participant pursuant to this
                  Section 12.02 shall be forfeited notwithstanding the
                  provisions of Article 7 (vesting). For this purpose, however,
                  the Pre-Tax Contributions that are returned to the Participant
                  as an Excess Deferral shall be deemed to be first those
                  Pre-Tax Contributions for which no Employer Matching
                  Contribution was made and second those Pre-Tax Contributions
                  for which an Employer Matching Contribution was made.
                  Accordingly, if the Pre-Tax Contributions that are returned to
                  the Participant as Excess Deferrals were not matched, no
                  Employer Matching Contribution will be forfeited.

12.03    Average Actual Deferral Percentage.

         (a)      The Average Actual Deferral Percentage for Highly Compensated
                  Employees for each Plan Year and the Average Actual Deferral
                  Percentage for Non-highly Compensated Employees for the same
                  Plan Year must satisfy one of the following tests:

                  (1)      The Average Actual Deferral Percentage for
                           Participants who are Highly Compensated Employees for
                           the Plan Year shall not exceed the Average Actual
                           Deferral Percentage for Participants who are
                           Non-highly Compensated Employees for the Plan Year
                           multiplied by 1.25; or

                  (2)      The excess of the Average Actual Deferral Percentage
                           for Participants who are Highly Compensated Employees
                           for the Plan Year over the Average Actual Deferral
                           Percentage for Participants who are Non-highly
                           Compensated Employees for the Plan Year is not more
                           than two percentage points, and the Average Actual
                           Deferral Percentage for Participants who are Highly
                           Compensated Employees is not more than the Average
                           Actual Deferral Percentage for Participants who are
                           Non-highly Compensated Employees multiplied by two.

         (b)      The permitted disparity between the Average Actual Deferral
                  Percentage for Highly Compensated Employees and the Average
                  Actual Deferral Percentage for Non-Highly Compensated
                  Employees may be further reduced as required by Section 12.09.

         (c)      If at the end of the Plan Year, the Plan does not comply with
                  the provisions of Section 12.03(a), the Employer may do any or
                  all of the

                                      -54-

<PAGE>

                  following, except as otherwise provided in the Code or
                  Treasury Regulations:

                  (1)      Distribute Pre-Tax Contributions to certain Highly
                           Compensated Employees as provided in Section 12.05;
                           or

                  (2)      Make a Qualified Nonelective Contribution on behalf
                           of any or all of the Non-highly Compensated Employees
                           and aggregate such contributions with the Non-highly
                           Compensated Employees' Pre-Tax Contributions
                           Deferrals as provided in Section 12.01 (definition of
                           ADP).

         (d)      In computing the Average Actual Deferral Percentage, the
                  Employer may exclude Non-highly Compensated Employees who
                  prior to the last day of the Plan Year have not yet attained
                  age 21 or have not yet completed a Year of Eligibility Service
                  (see Section 3.02) if the Employer satisfies a special
                  coverage rule described below. The special coverage rule
                  requires the Plan to satisfy the minimum coverage rules of
                  Code Section 410(b)(4)(B) with respect to all Employees who
                  are permitted to participate in the Plan but have not yet
                  attained age 21 or have not yet completed a Year of
                  Eligibility Service. This paragraph (d) shall be effective
                  January 1, 1999.

12.04    Special Rules For Determining Average Actual Deferral Percentage.

         (a)      The Actual Deferral Percentage for any Highly Compensated
                  Employee for the Plan Year who is eligible to have Pre-Tax
                  Contributions allocated to his Account under two or more
                  arrangements described in Section 401(k) of the Code that are
                  maintained by an Employer or its Affiliates shall be
                  determined as if such Pre-Tax Contributions were made under a
                  single arrangement.

         (b)      If two or more plans maintained by the Employer or its
                  Affiliates are treated as one plan for purposes of the
                  nondiscrimination requirements of Code Section 401(a)(4) or
                  the coverage requirements of Code Section 410(b) (other than
                  for purposes of the average benefits test), all Pre-Tax
                  Contributions that are made pursuant to those plans shall be
                  treated as having been made pursuant to one plan.

         (c)      The determination and treatment of the Pre-Tax Contributions
                  and Actual Deferral Percentage of any Participant shall be in
                  accordance with such other requirements as may be prescribed
                  from time to time in Treasury Regulations.

                                      -55-

<PAGE>

12.05    Distribution of Excess ADP Deferrals.

         (a)      Pre-Tax Contributions exceeding the limitations of Section
                  12.03(a) ("Excess ADP Deferrals") and any income or loss
                  allocable to such Excess ADP Deferral may be designated by the
                  Committee as Excess ADP Deferrals and may be distributed to
                  Highly Compensated Employees whose Accounts were credited with
                  the largest dollar amount of Pre-Tax Contributions. In
                  determining the amount of Excess ADP Deferrals for each Highly
                  Compensated Employee, the Committee shall reduce the ADP for
                  each Highly Compensated Employee as follows:

                  (1)      The amount of Salary Deferrals made by the Highly
                           Compensated Employee(s) with the highest dollar
                           amount of Salary Deferrals will be reduced until
                           equal to the second highest amount of Salary
                           Deferrals under the Plan; then

                  (2)      The amount of Salary Deferrals made by the two (or
                           more) Highly Compensated Employees with the highest
                           dollar amount of Salary Deferrals under the Plan will
                           be reduced until equal to the third highest dollar
                           amount of Salary Deferrals under the Plan; then

                  (3)      The steps described in (1) and (2) shall be repeated
                           with respect to the third and successive highest
                           Salary Deferrals under the Plan until the Plan has
                           distributed all Excess ADP Deferrals.

         (b)      To the extent administratively possible, the Committee shall
                  distribute all Excess ADP Deferrals and any income or loss
                  allocable thereto prior to 2-1/2 months following the end of
                  the Plan Year in which the Excess ADP Deferrals arose. In any
                  event, however, the Excess ADP Deferrals and any income or
                  loss allocable thereto shall be distributed prior to the end
                  of the Plan Year following the Plan Year in which the Excess
                  ADP Deferrals arose. Excess ADP Deferrals shall be treated as
                  Annual Additions under the Plan.

         (c)      The income or loss allocable to Excess ADP Deferrals shall be
                  determined by multiplying the income or loss allocable to the
                  Participant's Account for the Plan Year in which the Excess
                  ADP Deferrals arose by a fraction. The numerator of the
                  fraction is the Excess ADP Deferral. The denominator of the
                  fraction is the value of the Participant's Account balance on
                  the last day of the Plan Year in which the Excess ADP
                  Deferrals arose reduced by any income allocated to the
                  Participant's Account for such Plan Year and increased by any
                  loss allocated to the Participant's Account for the Plan Year.

                                      -56-

<PAGE>

         (d)      If an Excess Deferral has been distributed to the Participant
                  pursuant to Section 12.02(a) or (b) for any taxable year of a
                  Participant, then any Excess ADP Deferral allocable to such
                  Participant for the same Plan Year in which such taxable year
                  ends shall be reduced by the amount of such Excess Deferral.

         (e)      Distribution of Excess ADP Deferrals to Participants described
                  in Section 12.04(c) shall be made in accordance with the
                  provisions of Treasury Regulation Section 1.401(k)-1(f)(5)(ii)
                  or any successor Treasury Regulation thereto.

         (f)      Any Employer Matching Contribution allocable to an Excess ADP
                  Deferral that is returned to the Participant pursuant to this
                  Section 12.05 shall be forfeited notwithstanding the
                  provisions of Article 7 (vesting). For this purpose, however,
                  the Pre-Tax Contributions that are returned to the Participant
                  shall be deemed to be first those Pre-Tax Contributions for
                  which no Employer Matching Contribution was made and second
                  those Pre-Tax Contributions for which an Employer Matching
                  Contribution was made. Accordingly, unmatched Pre-Tax
                  Contributions shall be returned as an Excess ADP Deferral
                  before matched Pre-Tax Contributions.

12.06    Average Actual Contribution Percentage.

         (a)      The Average Actual Contribution Percentage for Highly
                  Compensated Employees for each Plan Year and the Average
                  Actual Contribution Percentage for Non-highly Compensated
                  Employees for the same Plan Year must satisfy one of the
                  following tests:

                  (1)      The Average Actual Contribution Percentage for
                           Participants who are Highly Compensated Employees for
                           the Plan Year shall not exceed the Average Actual
                           Contribution Percentage for Participants who are
                           Non-highly Compensated Employees for the Plan Year
                           multiplied by 1.25; or

                  (2)      The excess of the Average Actual Contribution
                           Percentage for Participants who are Highly
                           Compensated Employees for the Plan Year over the
                           Average Actual Contribution Percentage for
                           Participants who are Non-highly Compensated Employees
                           for the Plan Year is not more than two percentage
                           points, and the Average Actual Contribution
                           Percentage for Participants who are Highly
                           Compensated Employees is not more than the Average
                           Actual Contribution Percentage for Participants who
                           are Non-highly Compensated Employees multiplied by
                           two.

                                      -57-

<PAGE>

         (b)      If at the end of the Plan Year, the Plan does not comply with
                  the provisions of Section 12.06(a), the Employer may do any or
                  all of the following in order to comply with such provision as
                  applicable (except as otherwise provided in the Code or in
                  Treasury Regulations):

                  (1)      Aggregate Qualified Elective Deferrals with the
                           Employer Matching Contributions of Non-highly
                           Compensated Employees as provided in Section 12.01
                           (definition of ACP).

                  (2)      Distribute Employer Matching Contributions to certain
                           Highly Compensated Employees as provided in Section
                           12.08.

                  (3)      Make a Qualified Nonelective Contribution on behalf
                           of any or all of the Non-highly Compensated Employees
                           and aggregate such contributions with the Non-highly
                           Compensated Employees' Employer Matching
                           Contributions as provided in Section 12.01
                           (definition of ACP).

         (c)      In computing the Average Actual Contribution Percentage, the
                  Employer may exclude Non-highly Compensated Employees who
                  prior to the last day of the Plan Year have not yet attained
                  age 21 if the Employer satisfies a special coverage rule
                  described below. The special coverage rule requires the Plan
                  to satisfy the minimum coverage rules of Code Section
                  410(b)(4)(B) with respect to all Employees who are permitted
                  to participate in the Plan but have not yet attained age 21.
                  This paragraph (d) shall be effective January 1, 1999.

12.07    Special Rules For Determining Average Actual Contribution Percentages.

         (a)      The Actual Contribution Percentage for any Highly Compensated
                  Employee for the Plan Year who is eligible to have Employer
                  Matching Contributions allocated to his Account under two or
                  more arrangements described in Sections 401(a) or 401(m) of
                  the Code that are maintained by an Employer or its Affiliates
                  shall be determined as if such contributions were made under a
                  single arrangement.

         (b)      If two or more plans maintained by the Employer or its
                  Affiliates are treated as one plan for purposes of the
                  nondiscrimination requirements of Code Section 401(a)(4) or
                  the coverage requirements of Code Section 410(b) (other than
                  for purposes of the average benefits test), all Employer
                  Matching Contributions that are made pursuant to those plans
                  shall be treated as having been made pursuant to one plan.

                                      -58-

<PAGE>

         (c)      The determination and treatment of the Actual Contribution
                  Percentage of any Participant shall satisfy such other
                  requirements as may be prescribed by the Secretary of the
                  Treasury.

12.08    Distribution of Employer Matching Contributions.

         (a)      Employer Matching Contributions exceeding the limitations of
                  Section 12.06(a) ("Excess ACP Contributions") and any income
                  or loss allocable to such Excess ACP Contribution may be
                  designated by the Committee as Excess ACP Contributions and
                  may be distributed in the Plan Year following the Plan Year in
                  which the Excess ACP Contributions arose to those Highly
                  Compensated Employees whose Accounts were credited with Excess
                  ACP Contributions in the preceding Plan Year. The amount of
                  Excess ACP Contributions to be distributed to a Highly
                  Compensated Employee shall be determined using the procedure
                  described in Section 12.05(a).

         (b)      To the extent administratively possible, the Committee shall
                  distribute all Excess ACP Contributions and any income or loss
                  allocable thereto prior to 2-1/2 months following the end of
                  the Plan Year in which the Excess ACP Contributions arose. In
                  any event, however, the Excess ACP Contributions and any
                  income or loss allocable thereto shall be distributed prior to
                  the end of the Plan Year following the Plan Year in which the
                  Excess ACP Contributions arose.

         (c)      The income or loss allocable to Excess ACP Contributions shall
                  be determined by multiplying the income or loss allocable to
                  the Participant's Account for the Plan Year in which the
                  Excess ACP Contribution arose by a fraction. The numerator of
                  the fraction is the Excess ACP Contributions. The denominator
                  of the fraction is the value of the Participant's Account on
                  the last day of the Plan Year reduced by any income allocated
                  to the Participant's Account by such Plan Year and increased
                  by any loss allocated to the Participant's Account for the
                  Plan Year.

         (d)      Amounts distributed to Highly Compensated Employees under this
                  Section 12.08 shall be treated as Annual Additions with
                  respect to the Employee who received such amount.

         (e)      Distribution of Excess ACP Contributions to Participants
                  described in Section 12.08(c) shall be made in accordance with
                  the provisions of Treasury Regulation Section
                  1.401(m)-1(e)(2)(iii) or any successor Treasury Regulations
                  thereto.

12.09    Combined ACP and ADP Test.

                                      -59-

<PAGE>

         For Plan Years beginning before January 1, 2002, the following
         provisions regarding the Combined ACP and ADP Test apply. Theses
         provisions no longer apply effective January 1, 2002.

         (a)      The Plan must satisfy the Combined ACP and ADP Test described
                  in this Section 12.09 only if (1) the Average Actual Deferral
                  Percentage of the Highly Compensated Employees exceeds 125% of
                  the Average Actual Deferral Percentage of the Non-highly
                  Compensated Employees and (2) the Average Actual Contribution
                  Percentage of the Highly Compensated Employees exceeds 125% of
                  the Average Actual Contribution Percentage of the Non-highly
                  Compensated Employees.

         (b)      The Combined ACP and ADP Test is satisfied if the sum of the
                  Highly Compensated Employees' Average Actual Deferral
                  Percentage and Average Actual Contribution Percentage is equal
                  to or less than the Maximum Combined Percentage defined in
                  paragraph (c) below.

         (c)      The Maximum Combined Percentage shall be determined by
                  adjusting the Non-highly Compensated Employees' Average Actual
                  Deferral Percentage and Average Actual Contribution Percentage
                  in the following manner:

                  (1)      The greater of the two percentages shall be
                           multiplied by 1.25; and

                  (2)      The lesser of the two percentages shall be increased
                           by two percentage points; however, in no event shall
                           such adjusted percentage exceed twice the original
                           percentage.

                  The sum of (1) and (2) shall be the Maximum Combined
                  Percentage.

                  Notwithstanding the foregoing, the Maximum Combined Percentage
                  shall be determined in the following manner if such
                  calculation results in a higher Maximum Combined Percentage
                  than the formula specified above:

                  (1)      The lesser of the Average Actual Deferral Percentage
                           and Average Actual Contribution Percentage of the
                           Non-Highly Compensated Employees shall be multiplied
                           by 1.25; and

                  (2)      The greater of such two percentages shall be
                           increased by two percentage points; however, in no
                           event shall such percentage exceed twice the original
                           percentage.

         (d)      In the event the Plan does not satisfy the Combined ADP and
                  ACP Test, the Highly Compensated Employees' Average Actual
                  Contribution Percentage shall be decreased by either
                  distributing Employer Matching Contributions to certain Highly
                  Compensated Employees by using the

                                      -60-

<PAGE>

                  procedures described in Section 12.08 or by making a Qualified
                  Nonelective Contribution as provided in Section 12.06(b)(3)
                  until the sum of such percentage and the Highly Compensated
                  Employees' Average Actual Deferral Percentage equals the
                  Maximum Combined Percentage.

         (e)      If Employer Matching Contributions are distributed to certain
                  Highly Compensated Employees in order to satisfy the Combined
                  ADP and ACP Test, income or loss allocable to such Employer
                  Matching Contributions shall also be distributed.

         (f)      To the extent administratively possible, the Committee shall
                  distribute the Employer Matching Contributions (if applicable)
                  and allocable income or loss prior to 2-1/2 months following
                  the end of the Plan Year for which the Combined ADP and ACP
                  Test is computed. In any event, however, such Employer
                  Matching Contributions (if applicable) and allocable income or
                  loss shall be distributed by the end of the Plan Year
                  following the Plan Year for which the Combined ADP and ACP
                  Test is computed. Employer Matching Contributions that are
                  distributed pursuant to this Section 12.09 shall be treated as
                  Annual Additions under the Plan.

         (g)      The income or loss allocable to returned Employer Matching
                  Contributions shall be determined using the same procedures as
                  Section 12.05(c).

12.10    Order of Applying Certain Sections of Article.

         In applying the provisions of this Article 12, the determination and
         distribution of Excess Deferrals shall be made first, the determination
         and elimination of Excess ACP Deferrals shall be made second, the
         determination and elimination of Excess ADP Contributions shall be made
         third and finally, to the extent applicable, the determination and any
         necessary adjustment related to the Combined ADP and ACP Test shall be
         made.

                                      -61-

<PAGE>

                                   ARTICLE 13

                          HIGHLY COMPENSATED EMPLOYEES

13.01    In General.

         For the purposes of this Plan, the term "Highly Compensated Employee"
         is any active Employee described in Section 13.02 below and any Former
         Employee described in Section 13.03 below. Various definitions used in
         this Section are contained in Section 13.04. A Non-highly Compensated
         Employee is an Employee who is not a Highly Compensated Employee.

13.02    Highly Compensated Employee.

         (a)      Look-Back Year. An Employee is a Highly Compensated Employee
                  if during a Look Back Year the Employee:

                  (1)      is a 5 Percent Owner; or

                  (2)      receives Compensation in excess of $85,000.

                  The dollar amount described above shall be increased annually
                  as provided in Code Section 414(q)(1).

         (b)      Current Year. An Employee is a Highly Compensated Employee if
                  during a Current Year the Employee is a 5 Percent Owner.

         (c)      This Section 13.02 shall be effective January 1, 1997.

13.03    Former Highly Compensated Employee.

         A Former Employee is a Highly Compensated Employee if (applying the
         rules of Section 13.02(a) or (b)) the Former Employee was a Highly
         Compensated Employee during a Separation Year or during any Current
         Year ending on or after the Former Employee's 55th birthday.

13.04    Definitions.

         The following special definitions shall apply to this Article 13:

         Compensation for purposes of this Article 13 shall mean any definition
         of Compensation that satisfies the requirements of Code Section 414(q).
         If no such definition is elected by the Committee, Compensation shall
         mean the gross annual earnings reported on the Participant's IRS Form
         W-2 (box 1 or its comparable

                                      -62-

<PAGE>

         location as provided on Form W-2 in future years) as required by Code
         Sections 6041(d) and 6051(a)(3). In addition, Compensation shall
         include compensation which is not includible in the Participant's IRS
         Form W-2 (Box 1) by reason of Code Section 402(a)(8) (employee Salary
         Deferrals under a Code Section 401(k) plan) or Code Section 125 (salary
         deferrals under a cafeteria plan). Compensation shall not include
         amounts paid or reimbursed by the Employer for moving expenses if, at
         the time of the payment of such moving expenses, it is reasonable to
         believe that the moving expenses will be deductible by the Participant
         under Code Section 217. Compensation shall be determined by ignoring
         any income exclusions under Code Section 3401(a) based on the nature or
         location of employment. In no event shall more than $170,000 (as
         adjusted annually pursuant to Code Section 401(a)(17)) in Compensation
         be taken into account for any Employee. Compensation shall also include
         salary deferrals for qualified transportation fringe benefits under
         Code Section 132(f).

         Current Year shall mean the current Plan Year.

         Employer for purposes of this Article 13 shall mean the Employer and
         its Affiliates.

         5 Percent Owner shall mean any Employee who owns or is deemed to own
         (within the meaning of Code Section 318), more than five percent of the
         value of the outstanding stock of the Employer or stock possessing more
         than five percent of the total combined voting power of the Employer.

         Former Employee shall mean an Employee (i) who has incurred a Severance
         from Service Date or (ii) who remains employed by the Employer but who
         has not performed services for the Employer during the Current Year
         (e.g., an Employee on Authorized Absence).

         Look Back Year shall mean the Plan Year preceding the Current Year, or
         if the Employer elects (and such election is available to the
         Employer), the calendar year ending with or within the Current Year.

         Separation Year shall mean any of the following years:

         (1)      An Employee who incurs a Termination Date shall have a
                  Separation Year in the Current Year in which such Termination
                  Date occurs;

         (2)      An Employee who remains employed by the Employer but who
                  temporarily ceases to perform services for the Employer (e.g.,
                  an Employee on an Authorized Absence) shall have a Separation
                  Year in the calendar year in which he last performs services
                  for the Employer;

                                      -63-

<PAGE>

         (3)      An Employee who remains employed by the Employer but whose
                  Compensation for a calendar year is less than 50% of the
                  Employee's average annual Compensation for the immediately
                  preceding three calendar years (or the Employee's total years
                  of employment, if less) shall have a Separation Year in such
                  calendar year. However, such Separation Year shall be ignored
                  if the Employee remains employed by the Employer and the
                  Employee's Compensation returns to a level comparable to the
                  Employee's Compensation immediately prior to such Separation
                  Year.

13.05    Other Methods Permissible.

         To the extent permitted by the Code, judicial decisions, Treasury
         Regulations and IRS pronouncements, the Committee may (without further
         amendment to this Plan) take such other steps and actions or adopt such
         other methods or procedures (in addition to those methods and
         procedures described in this Article 13) to determine and identify
         Highly Compensated Employees (including adopting alternative
         definitions of Compensation which satisfy Code Section 414(q)(7) and
         are uniformly applied).

                                      -64-

<PAGE>

                                   ARTICLE 14

                                MAXIMUM BENEFITS

14.01    General Rule.

         (a)      Notwithstanding any other provision of this Plan, for any Plan
                  Year, the Annual Additions to a Participant's Account, when
                  combined with the Annual Additions to the Participant's
                  Account under all other Qualified individual account plans
                  maintained by the Employer or its Affiliates shall not exceed
                  the lesser of (i) $35,000 or (ii) twenty-five percent (25%) of
                  the Participant's Compensation for such Plan Year (the
                  "maximum permissible amount").

         (b)      The Employer hereby elects that the limitation year
                  ("Limitation Year") for purposes of Code Section 415 shall be
                  the Plan Year.

         (c)      For purposes of determining the limit on Annual Additions
                  under paragraph (a) of this Section, the dollar limit
                  described therein, to wit, $35,000, shall be increased for
                  each Plan Year to the extent permitted by law.

         (d)      If the amount to be allocated to a Participant's Account
                  exceeds the maximum permissible amount (and for this purpose
                  Employer Contributions shall be deemed to be allocated after
                  Pre-Tax Contributions), the excess will be disposed of as
                  follows. First, if the Participant's Annual Additions exceed
                  the maximum permissible amount as a result of (i) a reasonable
                  error in estimating the Participant's Compensation, (ii) a
                  reasonable error in estimating the amount of Pre-Tax
                  Contributions that the Participant could make under Code
                  Section 415 or (iii) other facts and circumstances that the
                  Internal Revenue Service finds justifiable, the Committee may
                  direct the Trustee to return to the Participant his Pre-Tax
                  Contributions for such Plan Year to the extent necessary to
                  reduce the excess amount. Such returned Pre-Tax Contributions
                  shall be ignored in performing the discrimination tests of
                  Article 12. Second, any excess Annual Additions still
                  remaining after the return of Pre-Tax Contributions shall be
                  reallocated as determined by the Committee among the
                  Participants whose accounts have not exceeded the limit in the
                  same proportion that the Compensation of each such Participant
                  bears to the Compensation of all such Participants. If such
                  reallocation would result in an addition to another
                  Participant's Account which exceeds the permitted limit, that
                  excess shall likewise be reallocated among the Participants
                  whose Accounts do not exceed the limit. However, if the
                  allocation or reallocation of the excess amounts pursuant

                                      -65-

<PAGE>

                  to these provisions causes the limitations of Section 415 of
                  the Code to be exceeded with respect to each Participant for
                  the Limitation Year, then any such excess shall be held
                  unallocated in an account (the "415 Suspense Account"). If the
                  415 Suspense Account is in existence at any time during a
                  Limitation Year, other than the Limitation Year described in
                  the preceding sentence, all amounts in the 415 Suspense
                  Account shall be allocated and reallocated to Participants'
                  Accounts (subject to the limitations of Code Section 415)
                  before any Contributions which would constitute Annual
                  Additions may be made to the Plan for that Limitation Year.

         (e)      If the Participant is covered under another qualified defined
                  contribution plan maintained by an Employer during any
                  Limitation Year, the Annual Additions which may be credited to
                  a Participant's account under this Plan for any such
                  Limitation Year shall not exceed the maximum permissible
                  amount reduced by the Annual Additions credited to a
                  Participant's account under all such plans for the same
                  Limitation Year. If 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 (and for
                  this purpose, Employer Contributions shall be deemed to be
                  allocated after Pre-Tax Contributions). If an excess amount is
                  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 as of such date, times

                  (2)      the ratio of (A) the Annual Additions allocated to
                           the Participant for the Limitation Year as of such
                           date under this Plan to (B) the total Annual
                           Additions allocated to the Participant for the
                           Limitation Year as of such date under this and all
                           the other qualified defined contribution plans
                           maintained by the Employer.

         Any excess amount attributed to this Plan will be disposed in the
         manner described in this Section 14.01 above.

14.02    Combined Plan Limitation Repealed.

         Effective January 1, 2000, the combined plan test of Code Section 415
         is repealed and no longer applicable.

14.03    Definitions. For the purposes of this Article 14, the following
         definitions shall apply:

                                      -66-

<PAGE>

         (a)      "Annual Addition" shall mean the sum of:

                  (1)      Employee Contributions;

                  (2)      Employer Contributions;

                  (3)      Forfeitures; and

                  (4)      Amounts described in Code Sections 415(l)(1) and
                           419A(d)(2).

         Annual Additions shall not include any amounts credited to the
         Participant's Account resulting from Rollover Contributions.

         (b)      "Affiliates" shall have that meaning contained in Article 2
                  except that for purposes of determining who is an Affiliate
                  the phrase "more than 50 percent" shall be substituted for the
                  phrase "at least 80 percent" each place it appears in Code
                  Section 1563(a)(1).

         (c)      "Compensation" shall have the same meaning as defined in
                  Section 13.04 (thereby including Pre-Tax Contributions under
                  this Plan and salary deferrals under a Code Section 125
                  Cafeteria Plan and a Code Section 132(f) qualified
                  transportation fringe benefit plan in the definition of
                  Compensation).

                                      -67-

<PAGE>

                                   ARTICLE 15

                                 TOP HEAVY RULES

15.01    General.

         The provisions of this Article of the Plan shall become effective in
         any Plan Year in which the Plan is determined to be Top Heavy and shall
         supersede any conflicting provision of this Plan.

15.02    Definitions.

         (a)      Top Heavy. The Plan shall be Top Heavy for the Plan Year if,
                  as of the Valuation Date which coincides with or immediately
                  precedes the Determination Date, the value of the Participant
                  Accounts of Key Employees exceeds 60% of the value of all
                  Participant Accounts. If the Employer maintains more than one
                  plan, all plans in which any Key Employee participates and all
                  plans which enable this Plan to satisfy the
                  anti-discrimination requirements of Code Sections 401(a)(4)
                  and 410 must be combined with this Plan ( "Required
                  Aggregation Group") for the purposes of applying the 60% test
                  described in the preceding sentence. Plans maintained by the
                  Employer which are not in the required aggregation group may
                  be combined at the Employer's election with this Plan for the
                  purposes of determining Top Heavy status if the combined plan
                  satisfies the requirements of Code Section 401(a)(4) and 410 (
                  "Permissive Aggregation Group"). In determining the value of
                  Participant Accounts, all distributions made during the
                  five-year period ending on the Determination Date shall be
                  included and any unallocated Employer Contributions or
                  forfeitures attributable to the Plan Year in which the
                  Determination Date falls shall also be included. The Account
                  of (i) any Employee who at one time was a Key Employee but who
                  is not a Key Employee for any of the five Plan Years ending on
                  the Determination Date; and (ii) any Employee who has not
                  performed services for the Employer or a related employer
                  maintaining a plan in the aggregation group for the five Plan
                  Years ending on the Determination Date, shall be disregarded
                  in determining Top Heavy status.

                  If the Employer maintains a defined benefit plan during the
                  Plan Year which is subject to aggregation with this Plan, the
                  60% test shall be applied after calculating the present value
                  of the Participants' accrued benefits under the defined
                  benefit plan in accordance with the rules set forth in that
                  plan and combining the present value of such accrued benefits
                  with the Participant's account balances under this Plan.

                                      -68-

<PAGE>

                  Effective January 1, 1987, solely for the purpose of
                  determining if the Plan, or any other plan included in the
                  Required Aggregation Group, is Top-Heavy, a Non-Key Employee's
                  accrued benefit in a defined benefit plan shall be determined
                  under (i) the method, if any, that uniformly applies for
                  accrual purposes under all plans maintained by the Affiliates,
                  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 accrual rate of Code Section 411(b)(1)(C).

         (b)      Key Employee. Any employee of the Employer who, during the
                  Plan Year or the four preceding Plan Years was an officer
                  receiving Compensation in excess of 50% of the limit described
                  in Code Section 415(b)(1)(A), one of the ten employees of the
                  Employer owning the largest interests in the Employer and
                  receiving Compensation equal to or greater than the dollar
                  limit described in Code Section 415(c)(1)(A), a greater than
                  5% owner of the Employer, a greater than 1% owner of the
                  Employer receiving Compensation in excess of $150,000, or the
                  Beneficiary of a Key Employee. The Code Section 415(b)(1)(A)
                  and 415(c)(1)(A) limits referred to in the preceding sentence
                  shall be the specified dollar limit plus any increases
                  reflecting cost of living adjustments specified by the
                  Secretary of the Treasury.

         (c)      Determination Date. The last day of the Plan Year immediately
                  preceding the Plan Year for which Top Heavy status is
                  determined. For the first Plan Year, the Determination Date
                  shall be the last day of the first Plan Year.

         (d)      Non-Key Employee. Any Participant who is not a Key Employee.

         (e)      Employer. The term "Employer" shall include any Affiliate of
                  such Employer.

         (f)      Compensation. The term "Compensation" shall have that meaning
                  as defined in Article 14.

15.03    Minimum Benefit.

         (a)      Except as provided below, the Employer Contributions allocated
                  on behalf of any Non-Key Employee who is employed by the
                  Employer on the Determination Date shall not be less than the
                  lesser of (i) 3% of such Non-Key Employee's Compensation or
                  (ii) the largest percentage of Employer Contributions and
                  Pre-Tax Contributions, as a percentage of the Key Employee's
                  Compensation, allocated on behalf of any Key Employee for such
                  Plan Year. Pre-Tax Contributions allocated to the Accounts of
                  Non-Key Employees and Employer Matching Contributions
                  allocated to the Accounts of Non-Key Employees that are used
                  to satisfy the provisions of

                                      -69-

<PAGE>

                  Article 12 shall not be considered in determining whether a
                  Non-Key Employee has received the minimum contribution
                  required by this Section 15.03.

         (b)      The minimum allocation is determined without regard to any
                  Social Security contribution and shall be made even though,
                  under other Plan provisions, the Non-Key Employee would have
                  received a lesser allocation or no allocation for the Plan
                  Year because of the Non-Key Employee's failure to complete
                  1,000 Hours of Service, his failure to make mandatory employee
                  contributions, or his earning compensation less than a stated
                  amount.

         (c)      If the Employer maintains a defined benefit plan in addition
                  to this Plan, the minimum contribution and benefit
                  requirements for both plans in a Top Heavy Plan Year may be
                  satisfied by an allocation of Employer Contributions to the
                  Account of each Non-Key Employee in the amount of 5% of the
                  Non-Key Employee's compensation.

15.04    Combined Plan Limitation For Top-Heavy Years Repealed.

         Effective January 1, 2000, adjustments to the combined plan limitation
         of Code Section 415 for top heavy plans are repealed and no longer
         applicable.

                                      -70-

<PAGE>

                                   ARTICLE 16

                                  MISCELLANEOUS

16.01    Headings.

         The headings and sub-headings in this Plan have been inserted for
         convenience of reference only and are to be ignored in any construction
         of the provisions hereof.

16.02    Action by Employer.

         Any action by an Employer under this Plan shall be by resolution of its
         Board of Directors, or by any person or persons duly authorized by
         resolution of said Board to take such action.

16.03    Spendthrift Clause.

         Except as otherwise required by (1) a "qualified domestic relations
         order" as defined in Code Section 414(p), or (2) a judgment, order,
         decree or settlement agreement described in Code Section 401(a)(13)(C)
         entered on or after January 1, 2002, none of the benefits, payments,
         proceeds or distributions under this Plan shall be subject to the claim
         of any creditor of any Participant or Beneficiary, or to any legal
         process by any creditor of such Participant or Beneficiary, and none of
         them shall have any right to alienate, commute, anticipate or assign
         any of the benefits, payments, proceeds or distributions under this
         Plan except for the extent expressly provided herein to the contrary.
         If any Participant shall attempt to dispose of the benefits provided
         for him hereunder, or to dispose of the right to receive such benefits,
         or in the event there should be an effort to seize such benefits or the
         right to receive such benefits by attachment, execution or other legal
         or equitable process, such right to benefits shall pass and be
         transferred, at the discretion of the Plan Administrator, to such one
         or more as may be appointed by the Plan Administrator from among the
         Beneficiaries, if any theretofore designated by the Participant, or
         from the spouse, children or other dependents of the Participant, in
         such shares as the Committee may appoint. Any appointment so made by
         the Committee may be revoked by it at any time and further appointment
         made by it which may include the Participant.

16.04    Distributions Upon Termination of Plan.

         Subject to Section 11.03, Pre-Tax Contributions and any income
         attributable thereto, shall be distributed to Participants or their
         Beneficiaries as soon as administratively feasible after the
         termination of the Plan, provided that neither the Employer nor its
         Affiliates maintain a "successor plan," as defined in

                                      -71-

<PAGE>

         Treasury Regulation Section 1.401(k)-1(d)(3) or any successor Treasury
         Regulation thereto.

16.05    Discrimination.

         The Employer, the Committee, the Trustee and all other persons involved
         in the administration and operation of the Plan shall administer and
         operate the Plan and Trust in a uniform and consistent manner with
         respect to all Participants similarly situated and shall not permit
         discrimination in favor of Highly Compensated Employees.

16.06    Release.

         Any payment to a Participant or Beneficiary, or to their legal
         representatives, in accordance with the provisions of this Plan, shall
         to the extent thereof be in full satisfaction of all claims hereunder
         against the Trustee, Plan Administrator, Committee and the Employer,
         any of whom may require such Participant, Beneficiary, or legal
         representative, as a condition precedent to such payment, to execute a
         receipt and release therefor in such form as shall be determined by the
         Trustee, the Committee, or the Employer, as the case may be.

16.07    Compliance with Applicable Laws.

         The Company, through the Plan Administrator, shall interpret and
         administer the Plan in such manner that the Plan and Trust shall remain
         in compliance with the Code, with the Act, and all other applicable
         laws, regulations, and rulings.

16.08    Agent for Service of Process.

         The agent for service of process of this Plan shall be the person
         listed from time to time in the current records of the Secretary of
         State of Georgia as the agent for the service of process for the
         Company.

16.09    Merger.

         In the event of any merger or consolidation of the Plan with any other
         Plan, or the transfer of assets or liabilities by the Plan to another
         Plan, each Participant must receive (assuming that the Plan would
         terminate) the benefit immediately after the merger, consolidation, or
         transfer which is equal to or greater than the benefit such Participant
         would have been entitled to receive immediately before the merger,
         consolidation, or transfer (assuming that the Plan had then
         terminated), provided such merger, consolidation, or transfer took
         place after the date of enactment of the Act.

16.10    Governing Law.

                                      -72-

<PAGE>

         The Plan shall be governed by the laws of the State of Georgia to the
         extent that such laws are not preempted by Federal law.

16.11    Adoption of the Plan by an Affiliated Sponsor.

         (a)      The Committee shall determine which employers shall become
                  Affiliated Sponsors within the terms of the Plan. In order for
                  the Committee to designate an Employer as an Affiliated
                  Sponsor, the Committee must approve the addition of the
                  Affiliated Sponsor's identity to Schedule A or Schedule B
                  (which approval may be retroactive to an earlier effective
                  date). The Committee may also specify such terms and
                  conditions pertaining to the adoption of the Plan by the
                  Affiliated Sponsor as the Committee deems appropriate. With
                  the Committee's consent, an Affiliated Sponsor may limit
                  participation in the Plan to certain of its Employees.

         (b)      The Plan of the Affiliated Sponsor and of the Company shall be
                  considered a single plan for purposes of Treasury
                  Regulations Section 1.414(1)-1(b)(1). All assets contributed
                  to the Plan by the Affiliated Sponsor shall be held in a
                  single fund together with the assets contributed by the
                  Company (and with the assets of any other Affiliated
                  Sponsors); and so long as the Affiliated Sponsor continues to
                  be designated as such, all assets held in such fund shall be
                  available to pay benefits to all Participants and
                  Beneficiaries covered by the Plan irrespective of whether such
                  Employees are employed by the Company or by the Affiliated
                  Sponsor. Nothing contained herein shall be construed to
                  prohibit the separate accounting of assets contributed by the
                  Company and the Affiliated Sponsors for purposes of cost
                  allocation if directed by the Committee or the holding of Plan
                  assets in more than one Trust Fund with more than one Trustee.

         (c)      So long as the Affiliated Sponsor's designation as such
                  remains in effect, the Affiliated Sponsor shall be bound by,
                  and subject to all provisions of the Plan and the Trust
                  Agreement. The exclusive authority to amend the Plan and the
                  Trust Agreement shall be vested in the Board, its Compensation
                  and Stock Option Committee and the Committee and no Affiliated
                  Sponsor shall have any right to amend the Plan or the Trust
                  Agreement. Any amendment to the Plan or the Trust Agreement
                  adopted by the Board, its Compensation and Stock Option
                  Committee or the Committee shall be binding upon every
                  Affiliated Sponsor without further action by such Affiliated
                  Sponsor.

         (d)      Each Affiliated Sponsor shall be solely responsible for making
                  an Employer Contribution with respect to its Employees and
                  solely

                                      -73-

<PAGE>

                  responsible for making any contribution required by Article
                  15. Furthermore, if an Affiliated Sponsor determines to make a
                  Qualified Nonelective Contribution on behalf of its Employees,
                  such Affiliated Sponsor shall be solely responsible for making
                  such contribution. Neither the Company nor any other
                  Affiliated Sponsor is obligated to make an Employer Matching
                  Contribution or Qualified Nonelective Contribution on behalf
                  of the Employees of a different Affiliated Sponsor.

         (e)      The Company and each Affiliated Sponsor which is an Affiliate
                  will be tested on a combined basis to determine whether the
                  Company and such Affiliated Sponsors satisfy the Average
                  Actual Deferral Percentage Test described in Section 12.03 and
                  the Average Actual Contribution Percentage test described in
                  Section 12.06. An Affiliated Sponsor which is not an Affiliate
                  shall be tested separately from the Company and those
                  Affiliated Sponsors that are Affiliates for purposes of the
                  ADP test and ACP test described in Article 12.

         (f)      No Affiliated Sponsor other than the Company shall have the
                  right to terminate the Plan. However, any Affiliated Sponsor
                  may withdraw from the Plan by action of its board of directors
                  provided such action is communicated in writing to the
                  Committee. The withdrawal of an Affiliated Sponsor shall be
                  effective as of the last day of the Plan Year following
                  receipt of the notice of withdrawal (unless the Committee
                  consents to a different effective date). In addition, the
                  Committee may terminate the designation of an Affiliated
                  Sponsor to be effective on such date as the Committee
                  specifies. Any such Affiliated Sponsor which ceases to be an
                  Affiliated Sponsor shall be liable for all cost accrued
                  through the effective date of its withdrawal or termination
                  and any contributions owing as a result of Pre-Tax
                  Contributions by its Employees or any other contribution as
                  provided in paragraphs (d) and (e). In the event of the
                  withdrawal or termination of an Affiliated Sponsor as provided
                  in this paragraph, such Affiliated Sponsor shall have no right
                  to direct that assets of the Plan be transferred to a
                  successor plan for its Employees unless such a transfer is
                  approved by the Committee in its sole discretion.

16.12    Protected Benefits.

         Early retirement benefits, retirement-type subsidies, or optional forms
         of benefits protected under Code Section 411(d)(6) ("Protected
         Benefits") shall not be reduced or eliminated with respect to benefits
         accrued under such Protected Benefits unless such reduction or
         elimination is permitted under the Code authority issued by the
         Internal Revenue Service, or judicial authority.

                                      -74-

<PAGE>

16.13    Location of Participant or Beneficiary Unknown.

         In the event that all or any portion of the distribution payable to a
         Participant or his Beneficiary shall remain unpaid solely by reason of
         the Committee's inability to ascertain the whereabouts of such
         Participant or Beneficiary, the amount unpaid shall be forfeited.
         However, such forfeiture shall not occur until five (5) years after the
         amount first became payable. The Committee shall make a diligent effort
         to locate the Participant or Beneficiary, including the mailing of a
         registered letter, return receipt requested, to the last known address
         of such Participant or Beneficiary. In the event a Participant or
         Beneficiary is located subsequent to his benefit being forfeited, such
         benefit shall be restored and distributed.

16.14    Qualified Military Service.

         Notwithstanding any provision of this Plan to the contrary,
         contributions, benefits and service credit with respect to qualified
         military service will be provided in accordance with Code Section
         414(u). It is the intent of this Section 16.14 to adopt the IRS model
         amendment set forth in Rev. Proc. 96-49 for the purposes set forth in
         such revenue procedure.

16.15    Use of Electronic Media.

         Notwithstanding any provision of the Plan to the contrary, the Plan may
         fulfill any notice, election, consent, disclosure, or other requirement
         using electronic media, to the extent permitted by relevant guidance
         from the Internal Revenue Service or the Department of Labor.
         Electronic media includes, but is not limited to, e-mail, Internet,
         intranet systems, voice response, telephone, or other paperless
         systems. Accordingly, any requirement in the Plan or applicable law or
         regulations that a particular action be done in writing may be
         fulfilled electronically, to the extent permitted by the Internal
         Revenue Service or the Department of Labor.

                                      -75-

<PAGE>

                                   ARTICLE 17

                                EGTRRA AMENDMENTS

17.01    Background.

         (a)      Adoption and effective date of amendment. This Article 17 is
                  adopted to reflect certain provisions of the Economic Growth
                  and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This
                  amendment is intended as good faith compliance with the
                  requirements of EGTRRA and is to be construed in accordance
                  with EGTRRA and guidance issued thereunder. Except as
                  otherwise provided, this Article 17 shall be effective as of
                  the first day of the first plan year beginning after December
                  31, 2001.

         (b)      Supersession of inconsistent provisions. This Article 17 shall
                  supersede the provisions of the Plan to the extent those
                  provisions are inconsistent with the provisions of this
                  Article 17.

17.02    Limitations on Contributions.

         (a)      Effective Date. This section shall be effective for limitation
                  years beginning after December 31, 2001.

         (b)      Maximum Annual Addition. Except to the extent permitted under
                  Section 17.05 and section 414(v) of the Code, if applicable,
                  the annual addition that may be contributed or allocated to a
                  participant's account under the plan for any limitation year
                  shall not exceed the lesser of:

                  (1)      $40,000, as adjusted for increases in the
                           cost-of-living under section 415(d) of the Code, or

                  (2)      100 percent of the participant's compensation, within
                           the meaning of Article 14 for the Limitation Year.
                           The compensation limit referred to in this paragraph
                           (2) shall not apply to any contribution for medical
                           benefits after separation from service (within the
                           meaning of section 401(h) or section 419A(f)(2) of
                           the Code) which is otherwise treated as an Annual
                           Addition.

17.03    Increase in Compensation Limit.

         The annual Compensation of each Participant taken into account in
         determining allocations for any Plan Year beginning after December 31,
         2001, shall not exceed $200,000, as adjusted for cost-of-living
         increases in accordance with section 401(a)(17)(B) of the Code. Annual
         Compensation means Compensation during

                                      -76-

<PAGE>

         the Plan Year or such other consecutive 12-month period over which
         Compensation is otherwise determined under the Plan (the determination
         period). The cost-of-living adjustment in effect for a calendar year
         applies to annual Compensation for the determination period that begins
         with or within such calendar year.

17.04    Elective Deferrals - Contribution Limitation.

         No Participant shall be permitted to have elective deferrals 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 section 402(g) of the Code in effect for such taxable year, except
         to the extent permitted under Section 17.05 and section 414(v) of the
         Code, if applicable.

17.05    Catch-Up Contributions.

         (a)      All Employees who are eligible to make elective deferrals
                  under this Plan and who have attained age 50 before the close
                  of the Plan Year shall be eligible to make catch-up
                  contributions in accordance with, and subject to the
                  limitations of, section 414(v) of the Code. Such catch-up
                  contributions shall not be taken into account for purposes of
                  the provisions of the Plan implementing the required
                  limitations of sections 402(g) and 415 of the Code. The Plan
                  shall not be treated as failing to satisfy the provisions of
                  the Plan implementing the requirements of section 401(k)(3),
                  401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as
                  applicable, by reason of the making of such catch-up
                  contributions.

         (b)      Effective Date. This Section shall apply to contributions
                  after December 31, 2001.

17.06    Direct Rollovers of Plan Distributions.

         (a)      Effective Date. This section shall apply to distributions made
                  after December 31, 2001.

         (b)      Modification of Definition of Eligible Retirement Plan. For
                  purposes of the direct rollover provisions in Section 8.07 of
                  the Plan, an eligible retirement plan shall also mean an
                  annuity contract described in section 403(b) of the Code and
                  an eligible plan under section 457(b) of the Code which is
                  maintained by a state, political subdivision of a state, or
                  any agency or instrumentality of a state or political
                  subdivision of a state and which agrees to separately account
                  for amounts transferred into such plan from this plan. The
                  definition of eligible retirement plan shall also apply in the
                  case of a distribution to a surviving spouse, or to a spouse
                  or former

                                      -77-

<PAGE>

                  spouse who is the alternate payee under a qualified domestic
                  relation order, as defined in section 414(p) of the Code.

         (c)      Modification of Definition of Eligible Rollover Distribution
                  to Exclude Hardship Distributions. For purposes of the direct
                  rollover provisions in Section 8.07 of the Plan, any amount
                  that is distributed on account of hardship shall not be an
                  eligible rollover distribution and the distributee may not
                  elect to have any portion of such a distribution paid directly
                  to an eligible retirement plan.

         (d)      Modification of Definition of Eligible Rollover Distribution
                  to Include After-Tax Employee Contributions. For purposes of
                  the direct rollover provisions in Section 8.07 of the Plan, a
                  portion of a distribution shall not fail to be an eligible
                  rollover distribution merely because the portion consists of
                  after-tax employee contributions which are not includible in
                  gross income. However, such portion may be transferred only to
                  an individual retirement account or annuity described in
                  section 408(a) or (b) of the Code, or to a qualified defined
                  contribution plan described in section 401(a) or 403(a) of the
                  Code that agrees to separately account for amounts so
                  transferred, including separately accounting for the portion
                  of such distribution which is includible in gross income and
                  the portion of such distribution which is not so includible.

17.07    Rollovers from Other Plans.

         (a)      The Plan will accept Participant rollover contributions and/or
                  direct rollovers of distributions made after December 31,
                  2001, from the following types of plans, beginning on the
                  effective date specified in subsection (d) below:

                  A qualified plan described in section 401(a) or 403(a) of the
                  Code, excluding after-tax employee contributions.

         (b)      The Plan will accept a Participant contribution of an eligible
                  rollover distribution from the following plans:

                  A qualified plan described in section 401(a) or 403(a) of the
                  Code.

         (c)      The Plan will not accept a participant rollover contribution
                  of the portion of a distribution from an individual retirement
                  account or annuity described in section 408(a) or 408(b) of
                  the Code that is eligible to be rolled over and would
                  otherwise be includible in gross income.

         (d)      Effective Date of Direct Rollover and Participant Rollover
                  Contribution Provisions. This Section shall be effective
                  January 1, 2002.

                                      -78-

<PAGE>

17.08    Repeal of Multiple Use Test.

         The multiple use test described in Treasury Regulation section
         1.401(m)-2 and Section 12.09 of the Plan shall not apply for Plan Years
         beginning after December 31, 2001.

17.09    Distribution Upon Severance from Employment.

         (a)      Effective Date. This Section shall apply for distributions and
                  severances from employment occurring after the dates specified
                  in subsection (c) below.

         (b)      New distributable event. A Participant's elective deferrals,
                  qualified nonelective contributions, qualified matching
                  contributions, and earnings attributable to these
                  contributions shall be distributed on account of the
                  Participant's severance from employment. However, such a
                  distribution shall be subject to the other provisions of the
                  Plan regarding distributions, other than provisions that
                  require a separation from service before such amounts may be
                  distributed.

         (c)      This Section (Distribution upon Severance from Employment),
                  shall apply for distributions after December 31, 2001,
                  regardless of when the severance from employment occurred.

17.10    Suspension Period Following Hardship Distribution.

         (a)      A Participant who receives a distribution of elective
                  deferrals after December 31, 2001, on account of hardship
                  shall be prohibited from making elective deferrals and
                  employee contributions under this and all other plans of the
                  Employer for 6 months after receipt of the distribution.

         (b)      A Participant who receives a distribution of elective
                  deferrals in calendar year 2001 on account of hardship shall
                  be prohibited from making elective deferrals and employee
                  contributions under this and all other plans of the Employer
                  for the period specified in the provisions of the Plan
                  relating to suspension of elective deferrals that were in
                  effect prior to this amendment.

17.11    Modification of Top Heavy Rules.

         (a)      Effective Date. This section shall apply for purposes of
                  determining whether the plan is a top-heavy plan under section
                  416(g) of the Code for plan years beginning after December 31,
                  2001, and whether the plan

                                      -79-

<PAGE>

                  satisfies the minimum benefits requirements of section 416(c)
                  of the Code for such years. This Section amends Section 15 of
                  the Plan.

         (b)      Determination of Top-Heavy Status.

                  (1)      Key Employee. Key employee means any employee or
                           former employee (including any deceased employee) who
                           at any time during the Plan Year that includes the
                           determination date was an officer of the Employer
                           having annual compensation greater than $130,000 (as
                           adjusted under section 416(i)(1) of the Code for Plan
                           Years beginning after December 31, 2002), a 5-percent
                           owner of the Employer, or a 1-percent owner of the
                           Employer having annual compensation of more than
                           $150,000. For this purpose, annual compensation means
                           compensation within the meaning of section 415(c)(3)
                           of the Code. The determination of who is a key
                           employee will be made in accordance with section
                           416(i)(1) of the Code and the applicable regulations
                           and other guidance of general applicability issued
                           thereunder.

                  (2)      Determination of Present Values and Amounts. This
                           paragraph (2) shall apply for purposes of determining
                           the present values of accrued benefits and the
                           amounts of account balances of Employees as of the
                           determination date.

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

                           (B)      Employees Not Performing Services During
                                    Year Ending On The Determination Date. The
                                    accrued benefits and accounts of any
                                    individual who has not performed services
                                    for the Employer during the 1-year period
                                    ending on the determination date shall not
                                    be taken into account.

                                      -80-

<PAGE>

         (c)      Minimum Benefits

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

                  (2)      Contributions Under Other Plans. If the Company
                           desires to have the top heavy minimum benefit
                           requirement met in another plan, the Company shall so
                           indicate in this paragraph (2) by identifying the
                           name of the other plan, the minimum benefit that will
                           be provided under such other plan and the employees
                           who will receive the minimum benefit under such other
                           plan. Unless so indicated in this paragraph (2), the
                           top heavy minimum benefit requirement will be
                           satisfied by contributions to this Plan.

         IN WITNESS WHEREOF, the Company has caused this Plan to be duly
executed and its seal to be hereunto affixed on the date indicated below, but
effective as of January 1, 2001.

                                    GENUINE PARTS COMPANY

                                    By: /s/ Frank M. Howard
                                       --------------------------------

                                    Title: Vice President and Treasurer
                                           ----------------------------

                                    Date: February 27, 2002
                                          -----------------------------
                                      -81-

<PAGE>

                                   SCHEDULE A

                          Original Affiliated Sponsors
                         Designated Under Section 16.11

I.       General Rule - No Past Service Credit. Unless otherwise identified
below, an employee will not receive Credited Service and Years of Eligibility
Service under this Plan for his or her prior employment with the Affiliated
Sponsor. Instead (unless otherwise required by law), Hours of Service worked for
an Affiliated Sponsor prior to the Designation Date shall be ignored.

II.      Definition of Past Service Credit. If Employees of an Affiliated
Sponsor are granted past service credit (as noted below), such Employees who are
employed by the Affiliated Sponsor on the Designation Date shall receive
Credited Service and Years of Eligibility Service under this Plan beginning with
their employment commencement date with the Affiliated Sponsor, but subject to
all of the rules concerning crediting of service and Breaks in Service set forth
in this Plan.

<TABLE>
<CAPTION>
                                      Designation
          Name                           Date                               Special Notes
          ----                       ------------                           -------------
<S>                                <C>                               <C>
1.      S.P. Richards                July 1, 1988                    Past Service Credit Granted
        Company

2.      Balkamp, Inc.                July 1, 1988                    Past Service Credit Granted.

3.      NAPA, Inc.                   July 1, 1988                    Past Service Credit Granted.

4.      Motion                     (See Note Below)                  Past Service Credit Granted
        Industries, Inc.
</TABLE>

Special Note on Motion Industries, Inc.

On or about January 1, 1984, Genuine Parts Company acquired Motion Industries,
Inc. ("Motion"). Employees of Motion whose initial date of hire was on or after
January 1, 1984, became participants in the Genuine Parts Company Pension Plan
after satisfying the age and service requirements under such Plan. Employees of
Motion whose initial date of hire was prior to January 1, 1984, elected either
to (1) continue their participation in the Motion Industries, Inc. Profit
Sharing Plan or (2) to participate in the Genuine Parts Company Pension Plan.
Effective January 1, 1990, the Motion Profit Sharing Plan was

                                      -82-

<PAGE>

terminated. Employees of Motion who participated in the Motion Profit Sharing
Plan on December 31, 1989, and who were employed by Motion on January 1, 1990,
became eligible to participate in the Genuine Parts Company Pension Plan
effective as of January 1, 1990.

Employees of Motion who participated in the Genuine Parts Company Pension Plan
on July 1, 1988, began their participation under the Genuine Partnership Plan on
July 1, 1988. Employees who first became eligible to participate in the Genuine
Parts Company Pension Plan on January 1, 1990, commenced participation in the
Genuine Partnership Plan on January 1, 1990.

In either case, employees of Motion who began participation in the Genuine
Partnership Plan on July 1, 1988, or January 1, 1990, received credit for
vesting purposes under the Genuine Partnership Plan for their years of
employment with Motion.

Please note that employees hired by Motion on or after January 1, 1984, became
eligible to participate in the Genuine Parts Company Pension Plan and Genuine
Partnership Plan in accordance with the same rules applicable to all employees
of Genuine Parts Company. The staggered entry dates of July 1, 1988, and January
1, 1990, apply to those employees who worked for Motion prior to January 1,
1984.

                                      -83-

<PAGE>

                                   SCHEDULE B

                 Credit for Service with Predecessor Employers
                             and Affiliated Sponsors

I.       General Rule - No Past Service. Unless otherwise identified in Part II
below, an Employee will not receive Credited Service or Years of Eligibility
Service under this Plan for any purpose. Instead (unless otherwise required by
law) Hours of Service worked for a predecessor employer prior to the Designation
Date shall be ignored.

II.      Definition of Past Service Credit. If Employees who were previously
employed by a predecessor employer or Affiliated Sponsor listed below are
granted past service credit (as noted below), such Employees who are employed by
an Employer on the Designation Date shall receive Credited Service and Years of
Eligibility Service under this Plan beginning with the employment commencement
date with the predecessor employer or Affiliated Sponsor, but subject to all of
the rules concerning crediting of service and Breaks in Service set forth in
this Plan.

<TABLE>
<CAPTION>
                                                                       Extent of Credit for Service
                Name                           Designation Date          with Predecessor Company
                ----                           ----------------        ----------------------------
<S>                                            <C>                     <C>
1.      Odell Hardware Company                      7/1/88              Past Service Credit Granted
        ("Odell")

2.      Clark Siviter                               7/1/88              Past Service Credit Granted

3.      Brooks-Noble Parts                          7/1/88              Past Service Credit Granted
        & Machine Co., Inc.

4.      General Automotive Parts                    7/1/88              Past Service Credit Granted
        Company and its subsidiaries
        ("General Automotive")

5.      Standard Units Parts                        7/1/88              Past Service Credit Granted
        Corporation including
        its subsidiary Manco,
        Inc. ("Standard Units
        Parts")

6.      NAPA Des Moines                             7/1/88              Past Service Credit Granted
        Warehouse ("Des Moines")
</TABLE>

                                      -84-

<PAGE>

III.     (a)      Acquisitions Prior to January 1, 1994.

         Participants employed by the following predecessor employers that were
acquired prior to January 1, 1994, shall not receive Past Service Credit as of
the date the predecessor employer or Affiliated Sponsor was acquired by or
merged into Genuine Parts Company. However, after an employee of such
predecessor employer or Affiliated Sponsor becomes a Participant in the Plan by
satisfying the requirements of Section 3.01, such Participant shall receive
Credited Service for all employment with such predecessor employer or Affiliated
Sponsor effective as of the Employment Date indicated below provided such
individuals were employed by an Employer (as determined by the Committee) on the
Employment Date.

         (b)      Acquisitions On or After January 1, 1994.

         Participants employed by the following predecessor employers or
Affiliated Sponsors that were acquired on or after January 1, 1994 shall receive
Credited Service and credit for participation purposes under Article III for all
employment with such predecessor employer or Affiliated Sponsor effective as of
the Employment Date indicated below provided such individuals were employed by
an Employer (as determined by the Committee) on the Employment Date.

         (c)      Important Restrictions.

         Credited Service granted under (a) or (b) above may be forfeited or
disregarded in accordance with the definition of Credited Service set forth in
Article II. Furthermore, no Credited Service shall be granted for employment
with a predecessor employer if the granting of such Credited Service will
adversely impact the tax qualified status of the Plan.

         Davis & Wilmar, Inc.                                 May 1, 1993
         Pittsburg, PA                                        (Acquired 7/1/92)

         M&B, Inc. (Lesker Office Supplies, Inc.)             November 1, 1993
         Charlotte, NC

         The Parts, Inc.                                      January 1, 1995
         Anchorage, AK                                        (Acquired 1/1/94)

         Dade City Jobbing Group                              January 1, 1994
         Dade City, FL                                        (Acquired 1/2/92)

         Atlantic Tracy Inc.                                  November 1, 1995
         Summerville, MA

         Midcap Bearing Corporation                           June 1, 1995

                                      -85-

<PAGE>

         San Antonio, TX

         Motion Equipment, Inc.                               June 1, 1995
         Houston, TX

         Power Drives & Bearings, Inc.                        October 1,1995
         Omaha, NE

         Friend's Motor Supply, Inc.                          June 30, 1997
         Hastings, NE

         Utah Bearing and Fabrication, Inc.                   October 3,1997
         Salt Lake City, UT

         Colorado Bearing and Supply, Inc.                    October 3, 1997
         Denver, CO

         Quality Auto Supply of Alaska, Inc.                  April 1, 1998
         Palmer, AK

         Berry Bearing Company /Tom Steel Div.                January 1, 1998
         Lyons, IL                                            (Acquired 2/93)

         Cascade Bearings                                     April 1, 1998
         Yakima, WA

         Horizon U.S.A. Data Supplies, Inc.                   August 1, 1998
         Reno, NV                                             (Acquired on
                                                              4/1/95)

         Berry Bearing Company (all divisions                 October 1, 1998
         other than Tom Steel Division)                       (Acquired 2/93)
         Lyons, IL

         Hub Tool & Supply, Inc.                              January 1, 1999
         Wichita, KS

         Bush-Miller, Inc.                                    April 1, 1999
         York, PA

                                      -86-

<PAGE>

         EIS, Inc.                                            December 1, 1999
         (including the following current and
         former subsidiaries of EIS, Inc.:
         Com-Kyl, Inc.; Scottsdale Tool &
         Supply, Inc.; Electronic Tool Co.,
         Inc.; Summit Insulation Supply
         Company, Inc.; and H.A. Holden,
         Inc.)
         Atlanta, GA                                          (Acquired 5/98)

         Brittain Brothers, Inc.                              April 1, 2000
         Oklahoma City, OK                                    (Merged 6/30/00)

         Coach & Motor Company                                May 1, 2001

         Johnson Industries                                   January 1, 2001
         (including the following current and
         former subsidiaries of Johnson
         Industries; C.P. Hunt Company;
         Dealer Parts Service, Inc.; Uptown
         Auto; L&D Enterprises, Inc.)

Effective Date. This Schedule B was amended from time to time as additional
acquisitions occurred. Schedule B was amended effective January 1, 1998
(Amendment #4 to the 1994 Plan); effective January 1, 1999 (Amendment #8 to the
1994 Plan); effective April 1, 1999 (Amendment #9 to the 1994 Plan); effective
November 30, 1999 (Amendment #10 to the 1994 Plan); effective April 1, 2000
(Amendment #11 to the 1994 Plan) and as part of this Amendment and Restatement.

                                      -87-

<PAGE>

                                   SCHEDULE C

                             Prior Employer Accounts

         Any defined term used in this Schedule C shall have the same meaning as
ascribed to it in the Plan, unless otherwise defined in this Schedule C.

I.       Additional Forms of Benefits for Former Participants in the Genuine
         Parts 401(k) Plan for the Dade City Jobbing Group

         A. Background. As of December 31, 1993, the Genuine Parts 401(k) Plan
for the Dade City Jobbing Group effective as of January 1, 1993 (the "Dade City
Plan") was frozen. The Dade City Plan was subsequently merged into the Plan.
Accounts established under the Dade City Plan shall constitute Prior Employer
Accounts.

         B. Eligibility of Former Participants in the Dade City Plan to Receive
Additional Forms of Benefits. Effective as of merger into the Plan, former
participants in the Dade City Plan ("Dade City Participants") who became
Participants in this Plan may elect to receive, in addition to the benefits
offered under the Plan, a distribution from their Prior Employer Accounts as
follows:

                  (i)      upon reaching the Dade City Plan's early retirement
                           date, which can be the first day of any month within
                           10 years of a Dade City Participant's Normal
                           Retirement Date;

                  (ii)     a qualified joint and 100% survivor annuity;

                  (iii)    a life annuity;

                  (iv)     a life annuity with a guarantee of 120 monthly
                           payments;

                  (v)      a contingent 50% or 100% annuitant option; or

                  (vi)     a monthly annuity, if a Dade City Participant
                           terminates employment with the Company before he
                           would have been eligible to retire under the Dade
                           City Plan.

II.      Additional Forms of Benefits for Former Participants in the Davis &
         Wilmar, Inc. Retirement Savings Plan

         A. Background. The Davis & Wilmar, Inc. Retirement Savings Plan
effective as of May 1, 1993 (the "Davis & Wilmar Plan") was frozen. The Davis &
Wilmar Plan was merged into the Plan effective December 31, 1994, as part of
Genuine Parts Company's

                                      -88-

<PAGE>

acquisition of Davis & Wilmar, Inc. Accounts established under the Davis &
Wilmar Plan shall constitute Prior Employer Accounts.

         B. Eligibility of Former Participants in the Davis & Wilmar Plan to
Receive Additional Forms of Benefits. Effective as of December 31, 1994, former
participants in the Davis & Wilmar Plan who became Participants in this Plan, or
their surviving spouse (as applicable), may elect to receive, in addition to the
benefits offered under the Plan, a distribution from such participants' Prior
Plan Accounts as follows:

                  (i)      an annuity, or

                  (ii)     a qualified pre-retirement 100% survivor annuity.

III.     Additional Forms of Benefits for Former Participants in the Parts, Inc.
         401(k) Plan

         A. Background. As of January 1, 1995, the Parts, Inc. 401(k) Plan
effective as of January 1, 1989 (the "Parts, Inc. Plan") was frozen. The Parts,
Inc. Plan was merged into the Plan as part of Genuine Parts Company's
acquisition of Parts, Inc. Accounts established under the Parts, Inc. Plan shall
constitute Prior Employer Accounts.

         B. Eligibility of Former Participants in the Parts, Inc. Plan to
Receive Additional Forms of Benefits. Effective January 1, 1995, former
participants in the Parts, Inc. Plan who became Participants in this Plan
("Parts, Inc. Participants") may elect to receive, in addition to the benefits
offered under this Plan, a distribution from their Prior Employer Accounts as
follows:

                  (i)      on or after attaining the Parts, Inc. Plan's normal
                           retirement age which is age 60; or

                  (ii)     in quarterly, semi-annual or annual installments
                           extending over a period certain not to exceed the
                           Parts Inc. Participant's life expectancy or the joint
                           life and last survivor expectancy of such participant
                           and his designated beneficiary.

IV.      Additional Forms of Benefits for Former Participants in the
         I.M.S./Horizon 401(k) Plan

         A. Background. Genuine Parts Company's acquired International Media &
Supplies, Inc. and Horizon U.S.A. Data Supplies, Inc. ("Horizon") on April 28,
1995. The I.M.S. Horizon Plan was continued to be maintained by Horizon although
the plan was amended to only permit participation by non-highly compensated
employees. The I.M.S./Horizon Plan was merged into the Plan effective August 1,
1998. Accounts established under the I.M.S./Horizon Plan shall constitute Prior
Employer Accounts.

                                      -89-

<PAGE>

         B. Eligibility of Former Participants in the I.M.S./Horizon Plan to
Receive Additional Forms of Benefits. Effective August 1, 1998, former
participants in the I.M.S./Horizon Plan who became Participants in the Plan
("I.M.S./Horizon Participants"), or their surviving spouses (as applicable), may
elect to receive, in addition to the benefits offered under the Plan, a
distribution from their Prior Employer Accounts as follows:

                  (i)      upon termination of employment for reasons other than
                           death, disability or retirement, an I.M.S./Horizon
                           Participant may receive a distribution of his Prior
                           Plan Account on or after the last day of the Plan
                           Year coincident with or next following his
                           termination of employment;

                  (ii)     on or after the I.M.S./Horizon Plan's early
                           retirement date, which is any date coincident with or
                           next following attainment of age 60 and completion of
                           seven years of service under the I.M.S./Horizon Plan;

                  (iii)    a joint and 50% survivor annuity;

                  (iv)     a joint and 75% survivor annuity;

                  (v)      a joint and 100% survivor annuity;

                  (vi)     a life annuity;

                  (vii)    in quarterly, semi-annual or annual cash installments
                           extending over a period certain not to exceed the
                           I.M.S./Horizon Participant's life expectancy or the
                           joint life and last survivor expectancy of such
                           participant and his designated beneficiary (a
                           designated beneficiary shall have the right to reduce
                           the period over which installment payments shall be
                           made);

                  (viii)   an annuity extending over a period certain not to
                           exceed the I.M.S./Horizon Participant's life
                           expectancy or the joint life and last survivor
                           expectancy of such participant and his designated
                           beneficiary; or

                  (ix)     a qualified pre-retirement survivor annuity.

Furthermore, any security interest held by the I.M.S./Horizon Plan by reason of
an outstanding loan to an I.M.S./Horizon Participant shall be taken into account
in determining the amount of any pre-retirement survivor annuity.

V.       Additional Forms of Benefits for Former Participants in the Motion
         Equipment, Inc. 401(k) Profit Sharing Plan

                                      -90-

<PAGE>

         A. Background. The Motion Equipment, Inc. 401(k) Profit Sharing Plan
("Motion Plan") has been merged into the Plan. Accounts established under the
Motion Plan shall constitute Prior Employer Accounts.

         B. Eligibility of Former Participants in the Motion Plan to Receive
Additional Forms of Benefits. Effective as of the merger of the Motion Plan into
this Plan, former participants in the Motion Plan who became Participants in
this Plan ("Motion Participants") may elect to receive, in addition to the
benefits offered under this Plan, a distribution from their Prior Employer
Accounts as follows:

                  (i)      on or after attaining the Motion Plan's early
                           retirement age, which is age 59-1/2;

                  (ii)     on or after attaining the Motion Plan's normal
                           retirement age, which is age 62;

                  (iii)    in a lump-sum distribution in-kind, or part in cash
                           and part in-kind; or

                  (iv)     in installments payable in cash or in-kind, over a
                           period certain not to exceed the Motion Participant's
                           life expectancy or the joint life and last survivor
                           expectancy of such participant and his designated
                           beneficiary.

VI.      Additional Forms of Benefits for Former Participants in the Midcap
         Bearing Corporation Profit Sharing Plan

         A. Background. The Midcap Bearing Profit Sharing Plan effective as of
January 1, 1995 (the "Midcap Plan") has been merged into this Plan. Accounts
established under the Midcap Plan shall constitute Prior Employer Accounts.

         B. Eligibility of Former Participants in the Midcap Plan to Receive
Additional Forms of Benefits. Effective as of the merger of the Midcap Plan into
this Plan, former participants in the Midcap Plan who became Participants in
this Plan ("Midcap Participants") may elect to receive, in addition to the
benefits offered under this Plan, a distribution from their Prior Employer
Accounts as follows:

                  (i)      on or after attaining the Midcap Plan's early
                           retirement age, which is age 59-1/2;

                  (ii)     on or after attaining the Midcap Plan's normal
                           retirement age, which is age 62;

                                      -91-

<PAGE>

                  (iii)    in a lump-sum distribution in-kind, or part in cash
                           and part in-kind; or

                  (iv)     in installments payable in cash or in-kind, over a
                           period certain not to exceed the Midcap Participant's
                           life expectancy or the joint life and last survivor
                           expectancy of such participant and his designated
                           beneficiary.

VII.     Additional Forms of Benefits for Former Participants in the Hub Tool &
         Supply, Inc. 401(k) Plan

         A. Background. As of December 31, 1998, the Hub Tool & Supply, Inc.
401(k) Plan (the "Hub Plan") was frozen. The Hub Plan was subsequently merged
into the Plan. Accounts established under the Hub Plan shall constitute Prior
Employer Accounts.

         B. Eligibility of Former Participants in the Hub Plan to Receive
Additional Forms of Benefits. Effective as of the merger of the Hub Plan into
this Plan, former participants in the Hub Plan who became Participants in this
Plan ("Hub Participants") may elect to receive, in addition to the benefits
offered under this Plan, a distribution from their Prior Employer Accounts as
follows:

                  (i)      in a life annuity with monthly income payable for the
                           life of the Participant;

                  (ii)     in a life annuity with monthly income payable for the
                           life of the Participant and, if the Participant dies
                           before the end of a period of five, ten, or fifteen
                           years as selected by the Participant, with monthly
                           income payable to the Participant's beneficiary until
                           the end of such period;

                  (iii)    in a life annuity with monthly income payable for the
                           life of the Participant and, if the Participant dies
                           before the total amount paid equals the Participant's
                           Prior Employer Account, with monthly income payable
                           to the Participant's beneficiary until the total
                           amount paid equals the Participant's Prior Employer
                           Account;

                  (iv)     in a joint and survivor life annuity with monthly
                           income payable for the life of the Participant; with
                           50%, 66 2/3%, or 100% (as elected by the Participant)
                           of the Participant's monthly income payable for the
                           life of the Participant's survivor; and, if both the
                           Participant and the Participant's survivor die before
                           the total amount paid equals the Participant's Prior
                           Employer Account, payments continue to the
                           Participant's beneficiary until the total amount paid
                           equals the Participant's Prior Employer Account;

                                      -92-

<PAGE>

                  (v)      in installment payments made monthly for a fixed
                           period of time equal to or greater than 60 months; or

                  (vi)     in a series of flexible income payments for an amount
                           each year equal to that elected by the Participant
                           which, in the year the Participant attains age 70
                           1/2, must be equal to or greater than a minimum
                           amount.

VIII.    Vesting Schedule and Additional Forms of Benefits for Former
         Participants in the Summit Insulation Supply Co., Inc. Retirement
         Savings Plan

         A. Background. As of November 30, 1999, the Summit Insulation Supply
Co., Inc. Retirement Savings Plan (the "Summit Plan") was frozen. The Summit
Plan was or will be subsequently merged into the Plan. Accounts established
under the Summit Plan shall constitute Prior Employer Accounts.

         B. Vesting Schedule for Prior Employer Account. Notwithstanding the
vesting provisions of the Plan, any Participant who has two Years of Credited
Service shall be 20% vested in the regular matching contribution/employer
contribution subaccount of his Prior Employer Account that is attributable to
regular matching contributions/employer contributions made to his account under
the Summit Plan.

         C. Eligibility of Former Participants in the Summit Plan to Receive
Additional Forms of Benefits. Effective as of the merger of the Summit Plan into
this Plan, former participants in the Summit Plan who became Participants in
this Plan ("Summit Participants") may elect to receive, in addition to the
benefits offered under this Plan, a distribution from their Prior Employer
Accounts as follows:

                  (i)      in a life annuity with monthly income payable for the
                           life of the Participant;

                  (ii)     in a joint and survivor life annuity with monthly
                           income payable for the life of the Participant; with
                           50% of the Participant's monthly income payable to
                           the Participant's surviving spouse for the life of
                           the Participant's surviving spouse;

                  (iii)    in a preretirement survivor annuity purchasable with
                           100% of the Participant's nonforfeitable accrued
                           benefit with monthly income payable to the
                           Participant's surviving spouse for the life of the
                           Participant's surviving spouse, in the event that the
                           Participant is married and dies prior to his annuity
                           starting date; or

                  (iv)     in installment payments made monthly, quarterly, or
                           annually over a fixed reasonable period of time, not
                           exceeding the life expectancy of the Participant, or
                           the joint life and last survivor expectancy of the
                           Participant and his beneficiary.

                                      -93-

<PAGE>

IX.      Additional Forms of Benefits for Former Participants in the H.A.
         Holden, Inc. Profit Sharing Plan

         A. Background. As of November 30, 1999, the H.A. Holden, Inc. Profit
Sharing Plan (the "Holden Plan") was frozen. The Holden Plan was or will be
subsequently merged into the Plan. Accounts established under the Holden Plan
shall constitute Prior Employer Accounts.

         B. Eligibility of Former Participants in the Holden Plan to Receive
Additional Forms of Benefits. Effective as of the merger of the Holden Plan into
this Plan, former participants in the Holden Plan who became Participants in
this Plan ("Holden Participants") may elect to receive, in addition to the
benefits offered under this Plan, a distribution from their Prior Employer
Accounts as follows:

                  (i)      in a life annuity with monthly income payable for the
                           life of the Participant;

                  (ii)     in a joint and survivor life annuity with monthly
                           income payable for the life of the Participant; with
                           50% of the Participant's monthly income payable to
                           the Participant's surviving spouse for the life of
                           the Participant's surviving spouse;

                  (iii)    in a preretirement survivor annuity purchasable with
                           50% of the Participant's nonforfeitable accrued
                           benefit with monthly income payable to the
                           Participant's surviving spouse for the life of the
                           Participant's surviving spouse, in the event that the
                           Participant is married and dies prior to his annuity
                           starting date; or

                  (iv)     in installment payments made monthly, quarterly, or
                           annually over a fixed reasonable period of time, not
                           exceeding the life expectancy of the Participant, or
                           the joint life and last survivor expectancy of the
                           Participant and his beneficiary.

X.       Additional Forms of Benefits for Former Participants in the Scottsdale
         Tool & Supply, Inc. 401(k) Plan

         A. Background. As of December 31, 1998, the Scottsdale Tool & Supply,
Inc. 401(k) Plan (the "Scottsdale Plan") was frozen. The Scottsdale Plan was or
will be subsequently merged into the Plan. Accounts established under the
Scottsdale Plan shall constitute Prior Employer Accounts.

         B. Eligibility of Former Participants in the Scottsdale Plan to Receive
Additional Forms of Benefits. Effective as of the merger of the Scottsdale Plan
into this Plan, former participants in the Scottsdale Plan who became
Participants in this Plan ("Scottsdale

                                      -94-

<PAGE>

Participants") may elect to receive, in addition to the benefits offered under
this Plan, a distribution from that potion of their Prior Employer Accounts that
accrued under the Scottsdale Plan on or before December 31, 1996, in installment
payments made monthly, quarterly, or annually over a period of years certain
selected by the Participant that is less than the life of the Participant.

XI.      Additional Forms of Benefits for Former Participants in the EIS, Inc.
         401(k) Plan

         A. Background. As of November 30, 1999, the EIS, Inc. 401(k) Plan (the
"EIS Plan"), formerly known as the EIS, Inc. Savings and Employee Stock
Ownership Plan, was frozen. The EIS Plan was or will be subsequently merged into
the Plan. Accounts established under the EIS Plan shall constitute Prior
Employer Accounts.

         B. Eligibility of Former Participants in the EIS Plan to Receive
Additional Forms of Benefits. Effective as of the merger of the EIS Plan into
this Plan, former participants in the EIS Plan who became Participants in this
Plan ("EIS Participants") may elect to receive, in addition to the benefits
offered under this Plan, a distribution from their Prior Employer Accounts as
follows:

                  (i)      in a life annuity with monthly income payable for the
                           life of the Participant;

                  (ii)     in a joint and survivor life annuity with monthly
                           income payable for the life of the Participant; with
                           50% of the Participant's monthly income payable to
                           the Participant's surviving spouse for the life of
                           the Participant's surviving spouse;

                  (iii)    in a preretirement survivor annuity purchasable with
                           the Participant's nonforfeitable accrued benefit with
                           monthly income payable to the Participant's surviving
                           spouse for the life of the Participant's surviving
                           spouse, in the event that the Participant is married
                           and dies prior to his annuity starting date; or

                  (iv)     in installment payments made monthly or annually over
                           a period of five to twenty years, not exceeding the
                           life expectancy of the Participant, or the joint life
                           and last survivor expectancy of the Participant and
                           his beneficiary.

                  Notwithstanding the provisions of Section 8.05 of the Plan, an
                  EIS Participant may elect to receive distributions of his
                  Prior Employer Account under Code Section 401(a)(9) in any of
                  the forms listed above. However, if an EIS Participant fails
                  to elect a form of benefit by his required beginning date, any
                  distribution of his Prior Employer Account made pursuant to
                  Code Section 401(a)(9) shall be in a lump sum.

                                      -95-

<PAGE>

         C. Death Benefits for Prior Employer Account. Notwithstanding any
provisions of the Plan, in the event that an EIS Participant has not elected a
single life annuity, a joint and survivor annuity, or a preretirement survivor
annuity described above, in the event of the EIS Participant's death, his Prior
Employer Account shall be distribute to his Beneficiary (the "EIS Beneficiary")
as follows:

                  (i)      If distributions to the EIS Participant have not
                           commenced, the EIS Participant's Prior Employer
                           Account will be distributed to the EIS Beneficiary in
                           either a lump sum payment or installment payments, as
                           described above, as elected by the EIS Beneficiary.
                           However, if the EIS Beneficiary fails to elect a
                           distribution option within ninety days of the EIS
                           Participant's death, the EIS Participant's Prior
                           Employer Account will be distributed to the EIS
                           Beneficiary in a lump sum.

                  (ii)     If distributions to the EIS Participant have
                           commenced, the EIS Participant's Prior Employer
                           Account will continue to be distributed to the
                           Beneficiary over the same period certain elected by
                           the EIS Participant. However, within ninety days of
                           the EIS Participant's death, the EIS Beneficiary may
                           elect to receive the remaining unpaid Prior Employer
                           Account in a lump sum.

         D. Additional Method of Distribution. Notwithstanding Section 8.02 of
the Plan, an EIS Participant will receive a distribution of any Qualifying
Employer Securities held in his Prior Employer Account in whole shares of the
common stock of the Company.

         E. Vesting Schedule for Prior Employer Account. Notwithstanding the
vesting provisions of the Plan, all EIS Participants shall be 100% vested in
their Prior Employer Accounts.

         F. Additional In-Service Withdrawal Option. An EIS Participant may
invest the non-Qualifying Employer Securities portion of his "after-tax
contribution account" subaccount of his Prior Employer Account not more
frequently than once during each Plan Year.

         G. Additional Investment Option. On or before December 31, 2001, an EIS
Participant may direct to have the Company Stock held in his Prior Employer
Account liquidated, the proceeds of which shall be invested in accordance with
the Participant's investment elections made pursuant to Section 6.06 of the
Plan. However, an EIS Participant may not direct that any portion of his Prior
Employer Account be invested in Company Stock.

XII.     Additional Forms of Benefits for Former Participants in The Johnson
         Industries Employee Savings & Profit Sharing Plan

                                      -96-

<PAGE>

         A. Background. As of December 31, 2000, The Johnson Industries
Employees Savings & Profit Sharing Plan (the "Johnson Industries Plan") was
frozen. The Johnson Industries Plan was subsequently merged into the Plan in the
first half of 2001. Certain participants in the Johnson Industries Plan had
subaccounts that contained funds from the Layfield Company, Inc. Amended and
Restated Money Purchase Pension Plan, a plan sponsored by their prior employer
(the "Layfield Subaccounts"). The Layfield Subaccounts shall constitute Prior
Employer Accounts.

         B. Eligibility of Former Participants in the Johnson Industries Plan to
Receive Additional Forms of Benefits. Effective as of the merger of the Johnson
Industries Plan into this Plan, former participants in the Johnson Industries
Plan who became Participants in this Plan ("Johnson Industries Participants")
may elect to receive, in addition to the benefits offered under this Plan, a
distribution from their Prior Employer Accounts in the form of a qualified joint
and survivor annuity or a qualified pre-retirement annuity.

         Effective Date. This Schedule C was amended from time to time as
acquired plans were merged into this Plan, including Amendment #6 to the 1994
Plan (effective January 1, 1994); Amendment #10 to the 1994 Plan (effective
November 30, 1999); Amendment #11 to the 1994 Plan (effective April 1, 2000);
Amendment #12 to the 1994 Plan (effective December 29, 2000); and as part of
this Amendment and Restatement.

XIII.    Elimination of Optional Form of Benefit.

         Effective ninety (90) days after the date notice is provided to
affected Participants, the provisions in Schedule C immediately prior to the
issuance of such notice shall be deleted in their entirety. The purpose of this
provision is to delete all optional forms of benefit other than those set forth
in Section 8.02. Accordingly, the optional distribution forms set forth in
Schedule C immediately prior to the issuance of the notice shall no longer be
available ninety (90) days after notice is given to affected participants in
accordance with Treasury Regulation Section 1.411(d)-6. Such notice shall inform
the affected participants that all optional forms of benefit in this Schedule C
are being deleted from the Plan.

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                                   SCHEDULE D

(The definition of "Trust" or "Trust Agreement" references a Schedule D--which
did not exist. This new Schedule D is thus created and left blank until
information needs to be placed herein.)

                                      -98-