Exhibit 4.1 to Leggett and Platt, Incorporated Form S-8 POS



Exhibit 4.1











LEGGETT
& PLATT, INCORPORATED


STOCK BONUS
PLAN


AS RESTATED


EFFECTIVE AS
OF JANUARY 1, 2002,

EXCEPT AS OTHERWISE INDICATED












TABLE OF CONTENTS

TO

LEGGETT & PLATT, INCORPORATED

EMPLOYEE STOCK PURCHASE/STOCK BONUS PLAN

AS RESTATED

EFFECTIVE AS OF JANUARY 1, 2002,

EXCEPT AS OTHERWISE INDICATED





	ARTICLE/SECTION 	SUBJECT 	PAGE 




	ARTICLE I 	1
	  	1.01.   Accounting Year 	1 
	  	1.02.   Accounts 	1 
	  	1.03.   Anniversary Date 	1 
	  	1.04.   Attained Age 	2 
	  	1.05.   Beneficiary 	2 
	  	1.06.    Board of Directors 	2 
	  	1.07.   Cash Dividend Holding Account 	2 
	  	1.08.   Cash Dividend Reinvestment Account/Diversified Investments 	2 
	  	1.09.   Cash Dividends Reinvestment Account/Other Investments 	2 
	  	1.10.   Cash Dividends Reinvestment Account/Stock 	3 
	  	1.11.   Committee 	3 
	  	1.12.   Compensation	3 
	  	1.13.   Compensation Base 	3 
	  	1.14.   Contingent Beneficiary 	4 
	  	1.15.   Early Retirement Date 	5 
	  	1.16.   Effective Date 	5 
	  	1.17.   Eligible Employee 	5 
	  	1.18.   Eligible Rollover Distribution 	5 
	  	1.19.   Eligible Retirement Plan 	5 
	  	1.20.   Employee 	5 
	  	1.21.   Employer  	6 
	  	1.22.   Employer Stock 	6 
	  	1.23.   Employee Pre-Tax Contributions Account/Diversified Investments 	6 
	  	1.24.   Employee Pre-Tax Contributions Account/Other Investments 	6 
	  	1.25.   Employee Pre-Tax Contributions Account/Stock	6 
	  	1.26.   Employer Contributions Account/Diversified Investments 	7 
	  	1.27.   Employer Contributions Account/Other Investments 	7 
	  	1.28.   Employer Contributions Account/Stock 	7 
	  	1.29.   ESOP Transfer Account/Other Investments 	7 
	  	1.30.   ESOP Transfer Account/Stock 	7 
	  	1.31.   ESOP Transfer Contributions 	7 




(i)


	  	1.32.   Forfeitures 	7 
	  	1.33.   Highly Compensated Employee 	8 
	  	1.34.   Hour of Service 	8 
	  	1.35.   Limited Participant 	9 
	  	1.36.   Net Profits 	9 
	  	1.37.   Normal Retirement Date 	9 
	  	1.38.   One Year Break in Service 	9 
	  	1.39.   Participant 	10 
	  	1.40.   Participant After-Tax Contributions Account/Other Investments 	10 
	  	1.41.   Participant After-Tax Contributions
Account/Diversified Investments 	10 
	  	1.42.   Participant After-Tax Contributions
 Account/Stock	10 
	  	1.43.   Participant Deductible Contributions
 Account/Stock	11 
	  	1.44.   Participation Date	11 
	  	1.45.   Plan	11 
	  	1.46.   Rollover Account/Other Investments	11 
	  	1.47.   Rollover Account/Stock	11 
	  	1.48.   Rollover Contributions	11 
	  	1.49.   Sponsoring Employer	11 
	  	1.50.   Total and Permanent Disability	11 
	  	1.51.   Trust Agreement	11 
	  	1.52.   Trustee	11 
	  	1.53.   Trust Fund	12 
	  	1.54.   Valuation Date	12 
	  	1.55.   Vesting Service	12 
	ARTICLE II 	12
	  	2.01.   Eligibility	13 
	  	2.02.   Employee Contributions	14 
	  	2.03.   Suspension of Employee Pre-Tax Contributions	15 
	  	2.04.   Resumption of Employee Pre-Tax Contributions	16 
	  	2.05.   Limited Participant	16 
	  	2.06.   Exclusion of Highly Compensated Employees	16 
	  	2.07.   Average Deferral Percentage/Average Contribution Percentage
            Nondiscrimination Tests Do Not 
           Apply to this Plan	16 
	  	2.08.   Limitation on Pre-Tax Contributions to this and Other Internal Revenue Code
            Section 401(k)
            Plans Apply to this Plan	16 
	  	2.09.   Plan Controlling	17 
	ARTICLE III 	17
	  	3.01.    Matching Employer Contributions	17 
	  	3.02.     Additional Employer Contributions	18 
	  	3.03.     Limit on "Annual Additions"	19 
	  	3.04.     Corrective Adjustments in Annual Additions	20 
	  	3.05.     Suspension of Participant Contributions Due to the In-service Withdrawals
            from a Related
            Employer 401(k) Plan	20




(ii)


	ARTICLE IV 	21
	  	4.01.      Determination of Fair Market Value	21 
	  	4.02.      Adjustment of Other Investments
and Diversified Investments Accounts	21 
	  	4.03.      Adjustment of Stock Accounts	22 
	  	4.04.       Quarterly Participant Account Statements	23 
	  	4.05.       Best Judgment Rule	23 
	  	4.06.      Special Valuation Date	23 
	  	4.07.      Allocation of Stock Dividends	23 
	  	4.08.      Diversified Investments for Certain
 Participants and Accounts	23 
	  	4.09.      ERISA § 404(c) Compliance Intended	26 
	  	4.10.      Cash Dividends on Employer Stock;
 Reinvestment or Cash Election	26 
	ARTICLE V 	27
	  	5.01.     Distribution on Early or Normal Retirement	27 
	  	5.02.    Employment Beyond Normal Retirement	27 
	  	5.03.    Distribution on Death	28 
	  	5.04.   Distribution on Disability	28 
	  	5.05.   Distribution on Termination of Employment	28 
	  	5.06.   In-Service Withdrawals	29 
	  	5.07.   Distributions Usually In Employer Stock	29 
	  	5.08.    Distribution Date	30 
	  	5.09.    Forms of Distribution	32 
	  	5.10.    Segregating Accounts of Former Participants	33 
	  	5.11.    Death Payments to Contingent Beneficiaries	33 
	  	5.12.    Special Rules Applicable to Deductible
 Participant Contributions	33 
	  	5.13.    Reemployment/Repayment of
Benefits/Restoration of Accounts	34 
	  	5.14.    Qualified Domestic Relations Orders	36 
	  	5.15.    Eligible Rollover Distributions; Required
Tax Withholding; Notice	36 
	  	5.16.    Reemployment After a Military Leave;
 Make-up Contributions	37 
	ARTICLE VI 	37
	  	6.01.    Composition and Duties of Committee	37 
	  	6.02.    Term; No Compensation	37 
	  	6.03.    Claims Procedure	38 
	  	6.04.    Required Vote; Records of Committee	39 
	  	6.05.    Directing Payments	39 
	  	6.06.     Nondiscrimination	39 
	  	6.07.     Written Instructions to Trustee	39 
	  	6.08.     Duty to Maintain Participant Accounts	39 
	  	6.09.     Employment of Counsel	39 
	  	6.10.     Indemnification	39 
	ARTICLE VII 	40
	  	7.01.     Trust Agreement	40 
	  	7.02.    Trust Fund	40 




(iii)



	  	7.03.    Removal of Trustee	40 
	  	7.04.    Powers of Trustee	40 
	  	7.05.    Trust Agreement Part of the Plan	40 
	  	7.06.    Settlement of Accounts of Trustee	40 
	ARTICLE VIII 	40
	  	8.01.    Amendment of Plan	40 
	  	8.02.    Termination of Plan	41 
	  	8.03.    Full Vesting of Accounts on Plan Termination	41 
	  	8.04.    Return of Mistaken/Nondeductible Employer
 Contributions	41 
	ARTICLE IX 	41
	  	9.01.     Corporate Merger or Consolidation	41 
	  	9.02.     Plan Transfer or Merger	41 
	  	9.03.     Plan Benefits Not Subject to Claims of Creditors	42 
	  	9.04.     No Contractual Obligation	42 
	  	9.05.    Suspension of Employer Contributions	42 
	  	9.06.    No Right of Employment	42 
	  	9.07.    Governing Law	42 
	  	9.08.    Distribution to a Minor or Incompetent	42 
	  	9.09.    Named Fiduciaries	42 
	  	9.10.    Committee and Trustee Responsibilities	43
	  	9.11.    Nondiversion Clause	43 
	  	9.12.    Voting Rights	43 
	  	9.13.    Table of Contents; Captions	43 
	ARTICLE X 	44
	  	10.01.    Eligible Rollover Contributions	44 
	  	10.02.    ESOP Transfer Contributions	45 
	  	10.03.    Vesting in Rollover Contributions and
 ESOP Transfer Contributions	45 
	  	10.04.    Adjustment of Rollover Accounts
 and ESOP Transfer Accounts	45 
	  	10.05.    Distribution of Rollover Accounts and ESOP
Transfer Accounts upon Disability	45 
	  	10.06.    Distribution of Rollover Accounts and
 ESOP Transfer Accounts upon Death	46 
	  	10.07.    Distribution of Rollover Accounts
 and ESOP Transfer Accounts upon Termination of 
              Employment	46 
	  	10.08.    Form of Distribution	46 
	ARTICLE XI 	46
	  	11.01.    Application	46 
	  	11.02.    Special Minimum Contribution	47 
	  	11.03.    Key Employee Defined	47 





(iv)






LEGGETT
& PLATT, INCORPORATED


STOCK BONUS
PLAN


                   
Effective  July 1, 1977,  Leggett & Platt,  Incorporated,  a Missouri  corporation  whose  principal  offices  are  located in
Carthage,  Missouri  (hereinafter  referred  to as the  "Sponsoring  Employer"  or as an  "Employer"),  adopted  the  Leggett  & Platt,
Incorporated  Employee Stock  Purchase/Stock  Bonus Plan for the benefit of its eligible employees,  renamed in this restatement as the
Leggett & Platt,  Incorporated  Stock Bonus Plan.  The Plan was last  restated,  effective as of January 1, 1989.  This  restatement of
the Plan is effective as of January 1, 2002, except as otherwise indicated.


                   
The purpose of this Plan is to provide an  opportunity  for  eligible  employees  of the  Employers to share in the growth and
prosperity of the Employers by acquiring a proprietary  interest in the Sponsoring  Employer  through the  acquisition of shares of the
Sponsoring Employer's common stock through the Plan.


                   
This Plan is intended to continue to qualify as a stock bonus plan under  Sections  401(a) and,  effective as of  November 14,
2001, to also qualify as an employee stock  ownership plan under Section  4975(e)(7) of the Internal  Revenue Code. It is also intended
that this Plan,  together with the Trust Agreement,  satisfy the requirements of the Employee  Retirement  Income Security Act of 1974,
as amended, and the Plan shall be interpreted,  wherever possible,  to comply with the terms of the Act and applicable  regulations and
rulings issued under the Act.




ARTICLE I


DEFINITIONS


          
       As used in this Plan, the following  terms shall have the following  meanings unless a different  meaning is clearly  required
by the context in which it is used.  Any words herein used in the  masculine  shall be read and  construed  in the feminine  where they
would so apply.  Words in the  singular  shall be read and  construed  as though  used in the  plural in all cases  where they would so
apply.



          
       1.01.         Accounting  Year.  The term  "Accounting  Year" shall mean the fiscal  year of the  Sponsoring  Employer  for federal
income tax purposes (which, as of the effective date of this restated Plan document, is the calendar year).



          
         1.02.         Accounts.  The term  "Accounts"  shall mean the records  maintained for the purpose of accounting for a Participant's
interest in the Plan.  "Account" may refer to one, more than one, or all of the following accounts.



                  
 "Cash Dividends Holding Account"


         
          
 "Cash Dividends Reinvestment Account/Diversified Investments"


         
          
 "Cash Dividends Reinvestment Account/Other Investments"


         
          
 "Cash Dividends Reinvestment Account/Stock"


         
          
 "Employee Pre-Tax Contributions Account/Diversified Investments"


         
          
"Employee Pre-Tax Contributions Account/Other Investments"


         
          
 "Employer Pre-Tax Contributions Account/Stock"


         
          
 "Employer Contributions Account/Diversified Investments"


         
          
 "Employer Contributions Account/Other Investments"


         
          
 "Employer Contributions Account/Stock"


         
          
 "ESOP Transfer Account, Other Investments"


        
          
 "ESOP Transfer Account/Stock"


         
          
"Participant After-Tax Contributions Account/Diversified Investments"


         
          
 "Participant After-Tax Contributions Account/Other Investments"


         
          
 "Participant After-Tax Contributions Account/Stock"


         
          
 "Participant Deductible Contributions Account/Stock"


         
          
 "Rollover Account/Other Investments"


         
          
 "Rollover Account/Stock"



          
1.03.         Anniversary  Date. The term  "Anniversary  Date" shall mean the first day of each  Accounting  Year. The  Anniversary
Date is January 1.





          
1.04.         Attained Age. The term  "Attained  Age" shall mean the age, in years,  of an Employee as of the last  anniversary  of
his date of birth.



          
1.05.         Beneficiary.  The term  "Beneficiary"  shall mean the surviving  spouse of a deceased  Participant,  or, in the event
that either:



	  	     (a)   the deceased Participant is not survived by a spouse, or 


	  	     (b)   the  deceased  Participant's  surviving  spouse had agreed,  in writing,  witnessed  by a notary  public,  to the
         designation of another beneficiary, 



the person or persons
designated by the Participant in the latest written notice to the Committee on a
form provided by the Committee. If any non-spouse Beneficiary so designated
predeceases the Participant and the Participant has no surviving spouse at his
death and had not designated another Beneficiary, the provisions of Section 5.11
hereof shall apply. The Participant shall have the right to change his
Beneficiary from time to time in the manner hereinabove described. 


                   
Any beneficiary  designation made in accordance with the foregoing,  shall be automatically revoked on the marriage or divorce
and remarriage of a Participant.


                   
1.06.     Board of  Directors.  The term "Board of  Directors"  shall mean the Board of Directors of the  Sponsoring  Employer,
unless in the context in which it is used it clearly means the Board of Directors or an Employer.


                  
1.07.     Cash Dividend  Holding  Account.  The term "Cash Dividends  Holding  Account" shall mean the Account of a Participant
to which cash dividends  attributable to his Accounts that the  Participant has elected to have paid to him,  pursuant to Section 4.10,
which are received by the Trustee after  January 1,  2002 and credited to this Account  pursuant to Section 4.10. A Participant's  Cash
Dividends Holding Account shall be debited when the cash dividends are distributed to the Participant pursuant to Section 4.10.



          
1.08.     Cash   Dividend   Reinvestment    Account/Diversified    Investments.    The   term   Cash   Dividends   Reinvestment
Account/Diversified  Investments"  shall mean the Account of a Participant  to which is credited  with amounts from his Cash  Dividends
Reinvestment  Account/Stock  which are  diversified  into certain  investments  elected  pursuant to Section  4.08 hereof,  credited or
debited  with  adjustments  made  pursuant to Section 4.02 and debited with  benefit  payments or transfers  from such  accounts to the
Participant's Other Investments,  Stock or other Diversified  Investments  Accounts.  Separate subaccounts shall be maintained for each
diversified investment option and may be maintained for the interim investment of the proceeds from the sale of Employer Stock.



          
1.09.     Cash  Dividends  Reinvestment  Account/Other  Investments.   The  term  "Cash  Dividends  Reinvestment  Account/Other
Investments"  shall mean the Account of a participant to which is credited his share of the cash  dividends  received by the Trust Fund
which are  attributable  to his  Accounts  and are  credited to this  Account  pursuant to Section  4.10,  credited or debited with the
adjustments made pursuant to Section 4.02 and debited with payments made for Employer Stock.



2



          
1.10.     Cash Dividends  Reinvestment  Account/Stock.  The term "Cash  Dividends  Reinvestment  Account/Stock"  shall mean the
Account of a Participant  which is credited with his shares of Employer  Stock  purchased by the Trust Fund from  reinvested  dividends
received by the Trust Fund which are  attributable  to his  Accounts  and are credited or debited  with  adjustments  made  pursuant to
Section 4.03 and transfers  into or out of the  diversified  investments  elected  pursuant to Section 4.08.  While each  Participant's
Account/Stock  shall  record the number of shares  credited to the account  (expressed  in  fractional  shares to the nearest  four (4)
places), no allocation of specific shares of Employer Stock held in the Trust Fund shall be made to such account.



                
1.11.     Committee.  The term "Committee" shall mean the Committee provided for in Article VI hereof.


                   
 1.12.     Compensation.  Except as provided  below,  the term  "Compensation"  shall mean a Participant's  (i) total  salary or
wages,  including  overtime pay, and (ii) regular  bonuses and regular incentive awards received under bonus and incentive plans of the
Employer.  "Compensation"  for  Participants  who are  salespersons  who  regularly  incur  travel  and  other  expenses  which are not
separately  reimbursed  shall mean seventy five percent  (75%) of the items set forth in (i) and (ii) above.  "Compensation"  shall not
include  extraordinary  forms of remuneration  such as living and automobile  allowances,  imputed or bonus income related to insurance
programs, extraordinary bonuses and extraordinary incentive awards.


                   
If a  Participant  is on a  military  leave  during a period  of time  when his  reemployment  rights  with the  Employer  are
guaranteed by federal law, he shall be deemed to have received  Compensation during his period of military service,  provided (i) he is
reemployed by an Employer  within the time  required by federal law after the  expiration  of his active  military  service and (ii) he
makes the  Participant  contributions  required by Section  2.02(a) hereof within the time  prescribed in Section 5.16 hereof after his
reemployment,  based  on his  deemed  Compensation,  as  hereinafter  defined,  during  his  military  leave.  A  Participant's  deemed
Compensation  during a military  leave shall be computed on the basis of the  assumption  that his regular  rate of pay would have been
paid for forty (40) hours a week or eight (8) hours a day  during the  regular  business  days from the  commencement  of his  military
leave to his  reemployment  date.  Regular rate of pay shall be calculated  for this purpose on the basis of his regular hourly rate of
pay at the time of the  commencement  of his military  leave,  adjusted by the average  increases at the facility or principal place of
his employment for similarly situated active employees during the period of his military leave.



          
         This Plan does not limit  compensation  in accordance with the provisions of Section  401(a)(17) of the Internal  Revenue Code
since the Plan does not benefit any Highly Compensated Employees.



          
 1.13.     Compensation  Base. The term  "Compensation  Base" for any Employee who was a Plan  Participant on December 31, 1983,
shall mean that portion of a  Participant's  Compensation  in excess of the amount of Social  Security  Covered  Compensation or hourly
rate set opposite his year of birth in the  appropriate  column of the table below (on the basis of either (i) the  appropriate  hourly
rate in the case of an  hourly  rate  Employee  or (ii) the  frequency  of the  Participant's  compensation  payments  in the case of a
non-hourly rate Employee):



3



	Year
of
Birth 	Hourly
Rate 	Weekly
Covered
Compensation 	Biweekly
Covered
Compensation 	Monthly
Covered
Compensation 
	
1911 or before 	
$3.46	
$138	
$277	
  $600 
	 1912-1913	  3.75 	  150 	  300 	    650 
	1914-1915 	  4.05 	  162 	  323 	    700 
	1916-1917 	  4.33 	  173 	  346 	    750 
	1918-1921 	  4.62 	  185 	  369 	    800 
	1922-1925 	  4.90 	  196 	  392 	    850 
	1926-1930 	  5.19 	  208 	  415 	    900 
	1931-1932 	  5.48 	  219 	  438 	    950 
	1933-1934 	  5.77 	  231 	  462 	  1,000 
	1935 and later 	  5.97 	  239 	  478 	  1,035 


          
The term “Compensation Base” for any Employee who was not a Plan
Participant on December 31, 1983, but who became a Plan Participant between
January 1, 1984 and December 31, 1986, shall mean that portion of a
Participant’s Compensation in excess of the amount of Social Security
Covered Compensation or hourly rate specified below (on the basis of either (i)
the hourly rate in the case of an hourly rate Employee or (ii) on the basis of
the frequency of the Participant’s Compensation payments in the case of a
non-highly rate Employee): 


	Hourly
Rate

	Weekly
Covered
Compensation

	Biweekly Covered
Compensation

	Monthly Covered
Compensation


	$5.97	$239	$478	$1,035



          
        The term  "Compensation  Base" for any Employee who was not a Participant on December 31, 2001,  shall mean $32,977.  The term
"Compensation Base" for any Accounting Year after 2001 shall mean the Compensation Base for the immediately  preceding  Accounting Year
increased  by the merit  budget  percentage  guideline  which was  approved by the Board of  Directors  for the  immediately  preceding
Accounting Year for salaried and clerical hourly employees defined as average performers, rounded down to the next whole percentage.



          
  1.14.         Contingent  Beneficiary.  The term  "Contingent  Beneficiary"  shall  mean the person or  persons  (or a trust)  duly
designated by the  Participant,  with the written  consent of his spouse,  if any,  witnessed by a notary public,  to receive any death
benefit due from the Plan in the event the designated  Beneficiary  does not survive the  Participant.  Notwithstanding  the foregoing,
written consent of the spouse is not required if the spouse is designated as the Beneficiary.



4



          
          1.15.         Early  Retirement  Date. The term "Early  Retirement  Date" shall mean the date a Participant  retires and leaves the
employ of the Employers provided he has attained age fifty-five (55) and has at least five (5) years of Vesting Service.


          
      1.16.         Effective  Date.  The term  "Effective  Date" shall mean July 1, 1977.  The  effective  date on this restated plan is
January 1,  2002,  except for certain changes in Section 5.08, which shall be effective as of November 14,  2001 as provided in Section
5.08.



          
   1.17.         Eligible Employee.  The term "Eligible  Employee" shall mean each Employee who as of any Participation Date satisfies
(a), (b), and (c) below:


	 	        (a)
either (i) his annual Compensation for the Accounting Year immediately
preceding the Participation Date was equal to or greater than the applicable
Compensation Base, as calculated under Section 1.13 hereof (which is based on
the Employee’s compensation during such immediately preceding Accounting
Year) or (ii) from and after January 1, 1992, the Eligible Employee is a
salaried Employee, regardless of the amount of his Compensation for the
Accounting Year immediately preceding the Participation Date; 





	 	       
 (b) he is not a Highly Compensated Employee, and





	 	        (c)
he has either (i) been credited with at least one thousand (1,000) Hours of
Service in his first twelve (12) months of employment, or (ii) been
credited with at least one thousand (1,000) Hours of Service in any Accounting
Year. 





          
1.18.     Eligible  Rollover  Distribution.
  The term  "Eligible  Rollover  Distribution"  shall have the meaning  specified in
Section 5.15.



          
 1.19.     Eligible Retirement Plan.  The term "Eligible Retirement Plan" shall have the meaning specified in Section 5.15.




          
       1.20.         Employee.  The term "Employee" shall mean each current or future employee of an Employer,  except for all purposes of
the Plan, the term "Employee" shall not include any employee who is a member of a collective  bargaining unit, the  representatives  of
which have bargained for and/or  negotiated  retirement  benefits (other than those  contained  herein) and who have been excluded from
this Plan as the result of good faith  negotiations  between the parties  (such  exclusion  shall be considered to have occurred in the
event  the  matter  of  participation  is not  raised  by the  unit's  collective  bargaining  representative).  Furthermore,  the term
"Employee"  shall not include any "leased  employee" as defined in Section  414(n)(2) of the Internal Revenue Code nor any other person
classified  by his Employer as a "leased  employee",  as a "temporary  employee",  any other hourly  employee  employed  solely for the
purposes of  "temporary  operations"  of an Employer or any person  classified  by his  Employer as an  "independent  contractor".  The
Sponsoring  Employer shall notify the  Committee,  in writing,  of the existence and location of any  "temporary  operations." A person
classified by an Employer as either a "leased  employee" or an  "independent  contractor" is not an Employee for purposes of this Plan,
even if the person is later  classified  as a common law  employee by the  Employer  or is later  classified  as a common law  employee
pursuant to the settlement of a federal  employment tax audit with the Internal  Revenue Service (in which event such person shall only
be  considered  to be an Employee,  for the purpose of this Plan,  from and after the date of his  classification  by the Employer as a
common law  employee of an Employer (or an employer  that is a member of a controlled  group of  corporations  or trades or  businesses
with an Employer within the meaning of Sections 414(b) or (c) of the Internal Revenue Code).



5



          
   1.21.         Employer.  The term  "Employer"  shall mean Leggett & Platt,  Incorporated,  a Missouri  corporation  whose principal
offices are located at Carthage,  Missouri,  its successors and assigns,  and any subsidiary or affiliated  companies authorized by the
Board of Directors of Leggett & Platt,  Incorporated  to participate in this Plan with respect to their  Employees,  and subject to the
provisions of Article IX, any corporation  into which the Employer may be merged or consolidated or to which all or  substantially  all
of its assets may be  transferred.  The Employers  participating  in this Plan as of January 1, 2002,  the branch numbers and locations
of such Employers who are covered by this Plan are listed on Schedule I, a copy of which is attached hereto.



          
  1.22.         Employer  Stock.  The term  "Employer  Stock" shall mean the shares of the common stock of the  Sponsoring  Employer,
with voting rights, which are contributed to or acquired by the Trustee as part of the Trust Fund.



          
 1.23.         Employee  Pre-Tax   Contributions   Account/Diversified   Investments.   The  term  "Employee  Pre-Tax  Contributions
Account/Diversified  Investments"  shall mean the Account of a Participant to which shall be credited amounts from his Employee Pre-Tax
Contributions  Account/Stock  which are  diversified  into certain  investments  elected  pursuant to Section 4.08 hereof,  credited or
debited  pursuant  to Section  4.02 and  debited  with  benefit  payments  or  transfers  from such  accounts  to  Participant's  Other
Investments,  Stock  or  other  Diversified  Investments  Accounts.  Separate  subaccounts  shall be  maintained  for each  diversified
investment option and may be maintained for the interim investment of the proceeds from the sale of Employer Stock.



          
  1.24.         Employee Pre-Tax Contributions  Account/Other  Investments.  The term "Employee Pre-Tax  Contributions  Account/Other
Investments"  shall mean the Account of a  Participant  to which  shall be  credited  pre-tax  contributions  to the Trust  Fund,  made
pursuant to Section  2.02(a) from and after  January 1, 2002,  credited or debited with the  adjustments  made pursuant to Section 4.02
and debited with payments made for Employer Stock.



          
 1.25.      Employee Pre-Tax  Contributions  Account/Stock.  The term "Employee Pre-Tax  Contributions  Account/Stock" shall mean
the Account of a Participant  to which is credited  with shares of Employer  Stock  purchased by the Trust Fund from the  Participant's
pre-tax  contributions  made  pursuant to Section  2.02(a),  credited or debited with the  adjustments  made  pursuant to Section 4.03,
transfers  into or out of  diversified  investments  pursuant to Section  4.08.  While such  account  shall record the number of shares
credited to the account  (expressed in  fractional  shares to the nearest four (4) places),  no  allocation  of any specific  shares of
Employer Stock held in the Trust Fund shall be made to such account.



6



          
 1.26.         Employer  Contributions   Account/Diversified  Investments.  The  term  "Employer  Contributions  Account/Diversified
Investments" shall mean the Account of a Participant to which is credited amounts from his Employer  Contribution  Account/Stock  which
are diversified into certain  investments  elected pursuant to Section 4.08 hereof,  credited or debited with adjustments made pursuant
to Section 4.02 and debited with benefit  payments or transfers from such accounts to the  Participant's  Other  Investments,  Stock or
other Diversified  Investments  Accounts.  Separate  subaccounts shall be maintained for each diversified  investment option and may be
maintained for the interim investment of the proceeds from the sale of Employer Stock.



          
  1.27.         Employer Contributions  Account/Other Investments.  The term "Employer Contributions Account/Other Investments" shall
mean the Account of a  Participant  to which is credited his share of the Employer  Contributions  made to the Trust Fund in other than
Employer  Stock,  credited or debited with the  adjustments  made  pursuant to Section 4.02 and debited with payments made for Employer
Stock



          
         1.28.         Employer Contributions  Account/Stock.  The term "Employer  Contributions  Account/Stock" shall mean the Account of a
Participant  which is  credited  with his  shares of  Employer  Stock  purchased  by the  Trust  Fund from  Employer  Contributions  or
contributed  to the Trust Fund by the Employer as an Employer  Contribution,  credited or debited  with  adjustments  made  pursuant to
Section 4.03 and transfers  into or out of the  diversified  investments  elected  pursuant to Section 4.08.  While each  Participant's
Employer  Contributions  Account/Stock shall record the number of shares credited to the account (expressed in fractional shares to the
nearest four (4) places), no allocation of specific shares of Employer Stock held in the Trust Fund shall be made to such account.



          
        1.29.         ESOP Transfer Account/Other  Investments.  The term "ESOP Transfer Account/Other  Investments" shall mean the Account
of a  Participant  which is credited  with amounts  which the  Participant  elects to transfer  from the Leggett & Platt,  Incorporated
Employee Stock Ownership Plan pursuant to Section 10.02 in a form other than shares of Employer Stock.



          
        1.30.         ESOP Transfer  Account/Stock.  The term "ESOP Transfer  Account/Stock"  shall mean the Account of a Participant which
is credited with shares of Employer  Stock which the  Participant  elects to transfer from the Leggett & Platt,  Incorporated  Employee
Stock Ownership Plan pursuant to Section 10.02 of this Plan.


          
         1.31.         ESOP Transfer  Contributions.  The "ESOP  Transfer  Contributions"  shall mean the shares of Employer Stock and other
amounts which are  transferred at the  Participant's  election from the Leggett & Platt,  Incorporated  Employee  Stock  Ownership Plan
pursuant to Section 10.02 of this Plan.



          
        1.32.         Forfeitures.  The term "Forfeitures" shall mean the nonvested portions of the Employer  Contributions  Account/Stock,
or Other Investments or Diversified  Investments of each Participant who terminated  employment during an Accounting Year without being
reemployed  before  the end of such  Accounting  Year (at which time they are  applied to reduce  Employer  Contributions  pursuant  to
Section 3.01).



7



          
         1.33.         Highly  Compensated  Employee.  The term "Highly  Compensated  Employee" shall have the same meaning as under Section
414(q) of the Internal Revenue Code and the regulations  thereunder;  generally,  "Highly Compensated Employee" shall mean any employee
of the Employers,  or any other entity which is a member of a controlled  group of corporations  with the Sponsoring  Employer or which
is under common  control with the  Sponsoring  Employer or which is part of an affiliated  service group with the  Sponsoring  Employer
within the meaning of Sections 414(b), (c) and (m) of the Internal Revenue Code, who either:




	 	    (a)   
during the Accounting Year immediately preceding the applicable Accounting Year--

 

	 	           
(i)   was at any time a 5-percent owner of an Employer, or








	 	          
(ii)   
received compensation from the Employers in excess of $80,000 or such higher
amount as adjusted for such Accounting Year by the Secretary of the Treasury
pursuant to Section 414(q) of the Internal Revenue Code. 






 	 	    (b)   
during the applicable Accounting Year is at any time
 a five-percent owner of an Employer, or




Compensation for this
purpose shall mean compensation as defined in section 414(s) of the Internal
Revenue Code and the regulations thereunder (generally, all the compensation
from the Employer which is includable in the Employee’s gross income for
federal income tax purposes). 


                   
1.34.         Hour of  Service.  The term "Hour of Service"  shall mean any hour for which an  employee  is directly or  indirectly
compensated or entitled to  compensation  by an Employer;  including,  for this purpose,  any employer that is a member of a controlled
group of  corporations,  commonly  controlled  group of trades or businesses or affiliated  service group with the Sponsoring  Employer
within the meaning of Sections 414(b), (c) and (m) of the Internal Revenue Code:


	 	        (a)   
 for the performance of duties for an Employer;







	 	        (b)   
for other reasons not requiring the performance of duties such as vacation,
holiday, illness, incapacity (including disability), jury duty, or a paid leave
of absence; and 






	 	        (c)   
as a result of a back pay award (irrespective of mitigation of damages) which
has been awarded or agreed to by an Employer. 






8



                   
The Hours of Service  credited  to an employee  under item (a) and item (c) above for which  duties  were  performed  shall be
based upon the actual  number of Hours of Service for which he is directly or  indirectly  compensated  as  hereinabove  provided.  The
number of Hours of Service to be  credited to an employee  under  items (b) and (c) above for which no duties were  performed  shall be
calculated on the basis of the number of hours  regularly  scheduled for the  performance of duties during the period of time for which
he received  compensation  or a back pay award.  If an employee has no regular work  schedule,  the number of Hours of Service shall be
calculated  on the  basis of an eight  (8) hour  day  and/or  forty  (40)  hour  week.  If an  employee  receives  direct  or  indirect
compensation  under item (b) or item (c) of this  Section for which no duties were  performed  which was not based upon "units of time"
the Hours of Service to be credited shall be calculated pursuant to the pertinent governmental regulations.


                   
Hours of Service for the  performance of duties shall be credited as of the date the duties were  performed;  Hours of Service
for other reasons not requiring the  performance of duties,  shall be credited to the period or periods for which the payment was made;
Hours of Service  resulting from a back pay award, to the extent not previously  credited,  shall be credited for the period or periods
to which the award or agreement pertains.


                  
Notwithstanding the foregoing:



           (i)      no more than five  hundred  one (501) Hours of Service  shall be  credited  under item (b) and item (c) above for any
single continuous period during which no duties were performed; 


                   
(ii)          no Hours of Service  shall be  credited  under  item (b) above if the  indirect  compensation  was paid  pursuant  to
workmen's compensation, unemployment compensation, or disability insurance laws; and


                   
 (iii)         no Hours of Service  shall be credited  for any payment to an employee  which  solely  reimburses  the  employee  for
medical or medically related expenses.


                   
 1.35.         Limited Participant.  The term "Limited  Participant" shall mean a Participant who becomes a "Limited Participant" as
defined in Sections 2.03 and 2.05 hereof.


                  
 1.36.         Net Profits.  The term "Net Profits"  shall mean the net income of the  Sponsoring  Employer for an  Accounting  Year
calculated  in  accordance  with  generally  accepted  accounting  principles  before  (i)  federal or state  income  taxes or (ii) any
additional contributions to this Plan pursuant to Section 3.02.



          
        1.37.         Normal Retirement Date.  The term "Normal Retirement Date" shall mean a Participant's sixty-fifth (65th) birthday.




          
       1.38.         One Year Break in Service.  A "One Year Break in Service" shall occur for any  Accounting  Year if an Employee is not
credited  with more than five  hundred  (500) Hours of Service for such  Accounting  Year.  A "One Year Break in Service"  shall not be
deemed to have  occurred if it is solely  caused by either  (i) service  in the armed forces of the United  States while an  Employee's
reemployment  rights are guaranteed by law, (ii) a leave of absence (without pay) duly granted an Employee by his Employer,  or (iii) a
"maternity or paternity  absence," as defined in Sections  410(a)(5)(E) and 411(a)(6)(E) of the Internal Revenue Code, i.e., an absence
because of--



9



	  	(i)     pregnancy of an Employee; 


	  	(ii)    birth of a child of an Employee;

 
	  	(iii)    placement of a child for adoption with an Employee; or



	  	(iv)   caring for a child during the period immediately following such a birth or placement. 




          
         1.39.          Participant.  The  term  "Participant"  shall  mean  an  Employee  who has met the  requirements  of  Article  II for
participation hereunder.



          
       1.40.         Participant  After-Tax  Contributions  Account/Other  Investments.  The  term  "Participant  After-Tax  Contributions
Account/Other  Investments"  shall mean the Account of a Participant  to which shall be credited his  contributions  to the Trust Fund,
made  pursuant to Section  2.02(a) or (b),  credited or debited  with the  adjustments  made  pursuant to Section 4.02 and debited with
payments made for Employer  Stock.  In the event that a Participant  makes  contributions  pursuant to both Section 2.02(a) and Section
2.02(b),  such account shall for  accounting  purposes only, be subdivided  into two  subaccounts,  with one such  subaccount to record
contributions  made  pursuant  to  Section  2.02(a)  (and  adjustments  relating  thereto)  and the  other  such  subaccount  to record
contributions made pursuant to Section 2.02(b) (and adjustments relating thereto).



          
         1.41.         Participant After-Tax Contributions  Account/Diversified  Investments.  The term "Participant After-Tax Contributions
Account/  Diversified  Investments"  shall mean the Account of a Participant  to which shall be credited  amounts from his  Participant
Contributions  Account/Stock  which are  diversified  into certain  investments  elected  pursuant to Section 4.08 hereof,  credited or
debited  pursuant  to Section  4.02 and  debited  with  benefit  payments  or  transfers  from such  accounts  to  Participant's  Other
Investments,  Stock  or  other  Diversified  Investments  Accounts.  Separate  subaccounts  shall be  maintained  for each  diversified
investment option and may be maintained for the interim investment of the proceeds from the sale of Employer Stock.




          
       1.42.         Participant After-Tax  Contributions  Account/Stock.  The term "Participant  After-Tax  Contributions  Account/Stock"
shall mean the Account of a  Participant  to which is  credited  with shares of  Employer  Stock  purchased  by the Trust Fund from the
Participant's  nondeductible  contributions made pursuant to Section 2.02(a), credited or debited with the adjustments made pursuant to
Section 4.03,  transfers into or out of diversified  investments  pursuant to Section 4.08.  While such account shall record the number
of shares  credited to the account  (expressed  in  fractional  shares to the nearest four (4) places),  no  allocation of any specific
shares of Employer Stock held in the Trust Fund shall be made to such account.



10



          
  1.43.       Participant Deductible Contributions  Account/Stock.  The term "Participant Deductible  Contributions  Account/Stock"
shall mean the Account of a  Participant  which is credited  with shares of Employer  Stock  purchased  by the Trust Fund prior to 1987
with the  Participant's  deductible  contributions  made  pursuant to Section  2.02(b).  While such account  shall record the number of
shares credited to the account  (expressed in fractional  shares to the nearest four (4) places),  no allocation of any specific shares
of Employer Stock held in the Trust Fund shall be made to such account.


          
         1.44.         Participation Date.  The term "Participation Date" shall mean January 1 and July 1 in each calendar year.



          
     1.45.         Plan.  The term "Plan" shall mean the Leggett & Platt,  Incorporated  Stock Bonus Plan (formerly the Leggett & Platt,
Incorporated Employee Stock Purchase/Stock Bonus Plan).



          
      1.46.         Rollover  Account/Other  Investments.  The term  "Rollover  Account/Other  Investments"  shall mean the  Account of a
Participant  to which shall be credited his Rollover  Contributions  to the Trust Fund,  made  pursuant to Section  10.01,  credited or
debited with the adjustments made pursuant to Section 4.02 and debited with payments made for Employer Stock.



          
 1.47.         Rollover  Account/Stock.  The term  "Rollover  Account/  Stock"  shall  mean the  Account of a  Participant  which is
credited with shares of Employer  Stock  purchased by the Trust Fund from the  Participant's  Rollover  Contributions  made pursuant to
Section 10.01.



          
 1.48.         Rollover  Contributions.  The term "Rollover  Contributions" shall mean the Participant's Rollover Contributions made
pursuant to Section 10.01.


          
         1.49.         Sponsoring Employer.  The term "Sponsoring Employer" shall mean Leggett & Platt, Incorporated.



          
  1.50.         Total and Permanent  Disability.  The term "Total and Permanent  Disability"  or "Totally and  Permanently  Disabled"
shall mean a physical  or mental  condition  arising  after the  original  date of  employment  of the  Participant  which  totally and
permanently  prevents the Participant  from engaging in any occupation or employment for remuneration or profits except for the purpose
of  rehabilitation  not incompatible  with a finding of total and permanent  disability.  The determination as to whether a Participant
is totally and  permanently  disabled shall be made (i) on medical  evidence by a licensed  physician  designated by the Committee,  or
(ii) on evidence that the  Participant  is eligible for  disability  benefits  under any  long-term  disability  plan  sponsored by the
Employer,  or (iii) on evidence that the  Participant  is eligible for disability  benefits under the Social  Security Act in effect at
the date of disability.



          
      1.51.         Trust  Agreement.  The term "Trust  Agreement"  shall mean the  agreement  entered  into between the Employer and the
Trustee contemporaneously with the execution of this Plan as it may subsequently be amended.


          
         1.52.         Trustee.  The term "Trustee" shall mean the Trustee under the Trust Agreement.




11





          
          1.53.         Trust Fund.  The term "Trust Fund" shall mean all cash,  Employer  Stock,  other  securities and property held by the
Trustee pursuant to the terms of the Trust Agreement, together with income therefrom.


          
         1.54.         Valuation  Date.  The term  "Valuation  Date"  shall  mean the last  business  day of each  month.  For  distribution
purposes the term  "Valuation  Date" shall mean the last  business day of each fiscal  quarter of the calendar  year (i.e.,  generally,
March 31, June 30, September 30 and December 31).  The term shall also include special Valuation Dates pursuant to Section 4.06.


          
        1.55.         Vesting  Service.  The term "Vesting  Service" shall mean the number of Accounting Years during which the Employee is
credited with at least one thousand  (1,000) Hours of Service,  including any Hours of Service with an Employer  while the Employer was
a member of a controlled group of  corporations,  commonly  controlled  group of trades or businesses or affiliated  service group with
the Sponsoring  Employer  within the meaning of Sections  414(b),  (c) and (m) of the Internal  Revenue Code excluding (i) any Hours of
Service with an Employer  prior to the date the  Employer  became a part of a controlled  group with the  Sponsoring  Employer and (ii)
excluding any  Accounting  Year ending before  January 1, 2002,  during which the Employee was eligible to make Employee  nondeductible
contributions  under Section  2.02(a) of the Plan but declined to make any Employee  nondeductible  contributions  hereunder,  unless a
non-Highly  Compensated  Employee is a Participant  during such Accounting Year in the Executive Stock Purchase  program  maintained by
the  Sponsoring  Employer.  In addition,  if a terminated  Employee is reemployed,  his Vesting  Service shall not include any years of
employment  prior to his  earlier  termination  of  employment  if (i) he did not have any vested and  nonforfeitable  interest  in his
Employer  Contribution  Accounts upon his earlier termination of employment and (ii) he incurred at least five (5) consecutive One Year
Breaks in Service before he was reemployed.



                    If a Member is on military  leave  during a period of time when his  reemployment  rights with an Employer are  guaranteed  by
federal  law, he shall be credited  with the Hours of Service  during his military  leave for  vesting,  computed on the basis of forty
(40)  hours a week or  eight  (8)  hours a day for  each  regular  business  day from the  commencement  of his  military  leave to his
reemployment  date,  provided (i) he is reemployed by an Employer  within the time required by federal law after the  expiration of his
military service,  and (ii) he makes the Participant  contributions  permitted under Section 2.02 within the time prescribed by Section
5.16 after his reemployment,  without any interest thereon,  based on his deemed  Compensation during his military leave, as defined in
Section 1.12 hereof.  Any such Employee  contributions  may be made in a single payment or in installments over a period no longer than
the lesser of three (3) times his period of qualified  military service,  as defined in Section 414(u)(5) of the Internal Revenue Code,
or within five (5) years of the date of his reemployment.




ARTICLE II


PARTICIPATION
IN THE EMPLOYEE STOCK PURCHASE/STOCK

BONUS PLAN AND CONTRIBUTIONS BY THE PARTICIPANTS


12




          
  2.01.         Eligibility.  Each  Eligible  Employee who was a Participant  in the Plan on December 31, 2001,  shall be entitled to
continue to  participate  in the Plan on and after  January 1, 2002,  provided he remains an Eligible  Employee  and he is not a Highly
Compensated  Employee.  No Employee  shall be entitled to continue  to  participate  in this Plan for any part of any  Accounting  Year
after 1988 during which he is a Highly Compensated Employee, except as a Limited Participant as provided in Section 2.05 hereof.



                   As of any  Participation  Date on or after January 1, 1989, and prior to January 1, 2002,  any Eligible  Employee who is not a
Highly  Compensated  Employee may become a Participant  provided his original date of employment is at least one (1) year prior to such
Participation  Date.  Such Eligible  Employee shall then become a Participant as of the  Participation  Date on which he agrees to make
(and does make) the Participant non-deductible contributions required in Section 2.02(a).



                    As of any Participation Date on or after January 1, 2002, any Eligible Employee who is not a Highly  Compensated  Employee may
become a  Participant  provided  his  original  date of  employment  is at least one (1) year prior to such  Participation  Date.  Such
Eligible  Employee  shall  then  become a  Participant  as of the  Participation  Date on which he agrees  to make (and does  make) the
Participant pre-tax contributions required in Section 2.02(a).



                    If the employees of a subsidiary or an affiliated  company of the Sponsoring  Employer  become  employees of an Employer under
the Plan, then in determining  eligibility to become a Participant in the Plan, vesting, and early retirement,  the Sponsoring Employer
shall  recognize his Hours of Service for such  subsidiary or affiliated  company or branch location while the subsidiary or affiliated
company or branch location was part of a company that was a member of a controlled  group of  corporations,  commonly  controlled group
of trades or businesses or affiliated  service group with the Sponsoring  Employer within the meaning of Sections  414(b),  (c) and (m)
of the Internal  Revenue Code. In addition,  the Sponsoring  Employer may,  credit all such employees with Hours of Service or years of
Vesting  Service with such  subsidiary or affiliated  company (the  "employing  entity") even though all or part of such employment may
have occurred prior to the date the employing  entity became a subsidiary or an affiliated  company.  An Employee who becomes  eligible
to participate in the Plan under this paragraph shall enter the Plan on the date of his or her transfer to an Employer under the Plan.



                    If the  Sponsoring  Employer,  either  directly or through a subsidiary,  acquires a business  ("acquired  business")  through
purchase of all or a substantial part of the assets of the acquired  business and if in connection with such  acquisition  employees of
the acquired business are hired by the Sponsoring  Employer and/or any of its subsidiaries,  then in determining  eligibility to become
a Participant in the Plan,  vesting and early retirement the Board of Directors of the Sponsoring  Employer may, by resolution,  credit
all such employees with Hours of Service and years of Vesting Service with such acquired business.



          
         A terminated  Participant,  who is reemployed  after December 31, 2001,  shall again become a Participant on his  reemployment
date  provided he is not a Highly  Compensated  Employee  and agrees to resume  making (and does resume  making) the  Employee  pre-tax
contributions required in Section 2.02(a).



13





                    A terminated  Employee (who had not become a Participant  prior to his  termination)  who is reemployed by the Employer  shall
become a Plan  Participant on the  Participation  Date coincident with or immediately  following the date he satisfies the requirements
set forth in this Section 2.01,  counting,  for this purpose,  his years of Vesting Service prior to his reemployment  unless he incurs
consecutive  One Year Breaks in Service that equal or exceed (i) five (5) years or (ii) his years of Vesting  Service as of his earlier
termination of employment,  in which event he shall be treated the same as a new Employee for the purpose of his  eligibility to become
a Participant in this Plan.



          
         2.02.         Employee  Contributions.  Each Eligible  Employee may make  contributions  to the Trust Fund in  accordance  with the
following:



          
         2.02(a).       Employee  Pre-Tax  Contributions.  For each  Accounting  Year  beginning on or after January 1, 2002,  each Eligible
Employee  whose annual  Compensation  for the applicable  Accounting  Year is expected to exceed the  Compensation  Base (as defined in
Section  1.13) for such  Accounting  Year shall be provided with an  enrollment  form by the  Committee on which he may authorize  that
pre-tax Employee contributions be withheld, by payroll deduction, equal to:




                                                         two percent (2%); or,

                                                        three percent (3%); or,

                                                        four percent (4%); or,

                                                        five percent (5%); or,

                                                 five and seven tenths percent (5.7%).



of his Compensation for the Accounting Year which is in excess of:


                                                         $23,738 annually, or

                                                           $913 biweekly, or

                                                            $456 weekly, or

                                                            $11.40 hourly.




                    The Committee  shall notify each  Participant in the Plan within a reasonable  period of time prior to December 31, 2001, that
the rate of  Participant  nondeductible  contributions  the  Participant is making to the Plan will continue after December 31, 2001 as
Employee salary reduction pre-tax  contributions,  unless the Participant notifies the Committee,  on a form that will be furnished the
Participant by the Committee, that he does not wish to continue his payroll deduction contributions on a pre-tax basis.




                    After 2002,  the above  threshold  amounts  shall be increased by the same  percentage  (and  pursuant to the same formula) by
which the  Compensation  Base for Employees who become  Participants  on and after January 1, 2002 is increased in accordance  with the
provisions of Section 1.13 hereof.



14




                    Notwithstanding  the above, any Eligible  Employee who became a Participant  prior to January 1, 1987, and who is not a Highly
Compensated  Employee,  and who is otherwise eligible to participate in this Plan may authorize annual contributions of a dollar amount
which is at least equal to the dollar amount the Eligible Employee contributed to this Plan for 1988.



                    Each  Eligible  Employee  whose  annual  Compensation  for the  applicable  Accounting  Year is not  expected  to  exceed  the
Compensation  Base (as  defined in Section  1.13) for such  Accounting  Year (and who is a salaried  Employee),  shall be  provided  an
enrollment  form by the Committee on which he may authorize that pre-tax  Employee  contributions  be withheld,  by payroll  deduction,
equal to not less than five dollars  ($5.00) per biweekly  payroll period nor more than fifteen dollars  ($15.00) per biweekly  payroll
period; provided that the amount shall be in whole dollars.



                    Prior to January 1, 2002, this Plan provided that  Participant  contributions  would be made on a  nondeductible  or after-tax
basis.  Effective  from and after  January 1, 2002,  Participant  nondeductible  or  after-tax  contributions  to this Plan are neither
required nor permitted.



                    A Participant may only change the rate of his  contributions  as of a Participation  Date by a written notice to the Committee
at least fifteen (15) days prior to the Participation Date.



          
       2.02(b).       Deductible  Employee  Contributions.  From and after  January  1, 1982,  and prior to January 1, 1987,  Participants
were  permitted to make  voluntary  deductible  contributions  in cash to the Trust Fund in  accordance  with the law in effect at such
time.  Subject to the  provisions  of Section 5.07, a Participant  may elect at any time to withdraw  from his  Participant  Deductible
Contributions  Account/Stock and/or that portion, if any, of his Participant  Contributions  Account/Other  Investments attributable to
contributions  made  pursuant to this Section  2.02(b),  all or a part of (i) the balance then credited to such Stock  Account,  and/or
(ii) the amount  then  constituting  such  portion  of such Other  Investments  Account.  If a  Participant  who has not  Attained  Age
fifty-nine and one-half  (59-1/2)  requests a withdrawal  from his  Participant  Deductible  Contributions  Account/Stock  (or from the
portion of his Participant After-


Tax Contributions
Account/Other Investments which is attributable to contributions, if any, made
pursuant to Section 2.02(b)), such requests shall not be granted unless the
Participant acknowledges in writing that he understands that the amount
withdrawn 


	  	(i)     will be subject to a ten percent (10%) federal excise tax penalty;

 
	  	(ii)    will also be taxed as ordinary income for federal income tax purposes;

 
	  	(iii)    will be reported to the Internal Revenue Service for such purposes.

 




             
      2.03.         Suspension  of Employee  Pre-Tax  Contributions.  A  Participant  may,  at any time,  suspend  his  Employee  pre-tax
contributions  made pursuant to Section 2.02(a),  during which period of time such Participant  shall be considered to be participating
in the Plan as a "Limited  Participant."  A suspension of such  contributions  may only be accomplished by giving written notice to the
Employer at least  fifteen  (15) days before the end of the payroll  period  during  which the  suspension  is to take effect (on forms
prescribed by the Committee).



15




          
         2.04.         Resumption of Employee Pre-Tax  Contributions.  A Participant who has suspended  Employee pre-tax  contributions  may
resume them by giving fifteen (15) days' written notice to the Employer (on forms prescribed by the Committee).



          
        2.05.         Limited  Participant.  If a Participant  (i) ceases to be an Eligible  Employee while  remaining in the employ of the
Employer,  or (ii) becomes a Highly  Compensated  Employee,  or (iii)  suspends  his Employee  pre-tax  contributions,  as  hereinabove
provided,  he shall become a "Limited  Participant"  in which event he shall continue to participate in the Plan for all purposes (such
as vesting and  investment  earnings)  except that he shall not be entitled to make any  Employee  contributions  under the Plan and he
shall not share in any Employer contributions under the Plan for any Accounting Year in which he is a Highly Compensated Employee.



          
      2.06.         Exclusion  of Highly  Compensated  Employees.  Sixty (60) days prior to each  Accounting  Year,  the  Employer  shall
determine which employees should be Highly  Compensated  Employees for the following  Accounting Year. As of each Valuation Date during
an Accounting  Year, the Committee shall review its  determination  of the Highly  Compensated  Employees of the Employers.  As soon as
reasonably  practicable  after the end of each  Accounting  Year, the Sponsoring  Employer shall  determine which Employees were Highly
Compensated  Employees for the immediately  preceding  Accounting Year. In the event any Highly Compensated  Employee made any Employee
pre-tax  contributions  under Section  2.02(a) or shared in any matching  Employer  contributions  under Article III for any Accounting
Year beginning on or after January 1, 2002, such Employee  contribution  shall be returned as hereinafter  provided,  together with the
investment  earnings  or less the  investment  losses  thereon,  thereon,  and any  related  matching  Employer  contribution  shall be
forfeited.  Such Employee pre-tax contribution shall be returned to the Highly Compensated  Employee as soon as reasonably  practicable
after the Committee  determines that he is a Highly Compensated  Employee.  Furthermore,  matching Employer  contributions shall not be
allocated to the Accounts of a Highly Compensated  Employee for any Accounting Year in which he is a Highly Compensated  Employee,  but
shall be applied to reduce future matching Employer contributions due under this Plan.



          
       2.07.         Average Deferral  Percentage/Average  Contribution Percentage  Nondiscrimination Tests
Do Not Apply to this Plan. The average  deferral  percentage  nondiscrimination  test under Section 401(k) of the Internal  Revenue Code and the average  contribution
percentage  nondiscrimination  test under  Section  401(m) of the  Internal  Revenue  Code do not apply to this Plan as  restated as of
January 1, 2002, since this Plan does not benefit Highly Compensated Employees.




          
     2.08.         Limitation  on Pre-Tax  Contributions  to this and Other  Internal  Revenue Code  Section  401(k) Plans Apply to this
Plan. The Employee pre-tax  contributions under this Plan and any other cash or deferred  arrangement  maintained by the Employer shall
not exceed the  limitations on such Employee  contributions  by Section 402(g) of the Internal  Revenue Code,  which for calendar years
2002 through 2006, are as follows:



16




	  	Calendar
Year

	Limit


	  	2002

 	$11,000

 
	  	 2003

  	$12,000

 
	  	2004 

 	$13,000

 
	  	2005

 	$14,000

 
	  	2006   	 $15,000 (as indexed thereafter) 




If a Participant exceeds
this limitation in any calendar year because of his participation in an
“other cash or deferred arrangement” maintained by the Employer, the
Employer shall distribute such excess Employee pre-tax contribution from the
“other cash or deferred arrangement” within 60 days after the end of
the applicable calendar year. (Under the design of this Plan it is
mathematically impossible for a Participant to contribute Employee pre-tax
contributions to this Plan in an amount greater than the Internal Revenue Code
Section 402(g) limit). If a Participant exceeds this limitation in any calendar
year because of his participation in an “other cash or deferred
arrangement” or another plan that permits elective deferral contributions
to be made that is subject to the Internal Revenue Code section 402(g) limit
which, in either event, is maintained by an unrelated employer, the Participant
shall advise the Employer by March 1 after the calendar year in which such limit
is exceeded of (a) the amount of the excess contribution and (b) the plan from
which he will withdraw the excess contributions, plus the investment earnings
(or less the investment losses) thereon by the immediately following April 15.
If the excess contribution is corrected by a distribution from this Plan the
matching Employer contributions thereon will be forfeited and applied to reduce
future matching Employer contributions. 

          
         2.09.         Plan  Controlling.  Upon becoming a  Participant,  a Participant  shall be bound then and  thereafter by the terms of
this Plan and the Trust Agreement, including all amendments to the Plan and the Trust Agreement made in the manner herein authorized.





ARTICLE III



CONTRIBUTIONS BY THE EMPLOYER


                  
 3.01.         Matching  Employer  Contributions.  As soon as  practicable  after each  payroll  period for which  Employee  pre-tax
contributions  made pursuant to Section  2.02(a) are withheld from  Participants,  the Employer  will remit such  contributions  to the
Trustee,  plus an amount equal to one-half  (1/2) of such Employee  pre-tax  contributions.  The Employer  contributions  may either be
made (i) in cash or (ii) in shares of Employer  Stock,  valued at the closing price of the shares on the New York Stock Exchange on the
business day immediately  prior to the date of the contribution to the Trust Fund, if the shares are contributed  directly to the Trust
Fund.  The Employer may also in one or more  transactions  purchase  shares of Employer Stock in the open market as treasury stock with
instructions  to the  broker-dealer  or other person  authorized  to execute the  transaction  to deliver on behalf of the Employer the
shares  purchased by the Employer upon settlement to the Trustee (or for credit to the Trustee's  account with a depository),  in which
event  the  shares  purchased  shall be  valued  at the cost of  treasury  stock  purchased,  plus  commission,  if any,  and any other
out-of-pocket  expenses  related to the transaction.  Alternatively,  the Employer may in one or more  transactions  purchase shares of
Employer stock directly from a Participant,  employee or other person,  other than a Participant,  employee or other person to whom the
restrictions  in Section 16(a) or Section 16(b) of the Securities and Exchange Act of 1934 are  applicable,  with  instructions  to the
transfer  agent of the Employer to deliver the  certificates  for such shares of treasury  stock directly to the Trustee (or for credit
to the Trustee's  account with a  depository);  the purchase  price for any such shares of treasury stock shall be based on the closing
price of the Employer Stock on the New York Stock Exchange on the business day immediately  preceding the  transaction,  (and shall not
include any out-of-pocket  expenses related to such a transaction)  which shall be the value of the shares delivered to the Trustee for
Plan  accounting  purposes.  As of the Valuation Date  coincident  with the close of each  Accounting  Year, the value of  Forfeitures,
calculated as of such date,  shall be applied to reduce any additional  Employer  Contribution  for such  Accounting Year under Section
3.02 hereof or to reduce future Employer Contributions under this Section 3.01.


17




          
         3.02.         Additional  Employer  Contributions.  For each  Accounting  Year in which the Employer has Net Profits or accumulated
Net Profits,  the Employer may make an additional  contribution  from such Net Profits (or accumulated Net Profits) to be allocated to:
(i) each active  Participant  who is employed by the Employer on the last day of the  Accounting  Year for which such  contribution  is
made, and (ii) each  Participant who retired,  died or became Totally and Permanently  Disabled during such Accounting Year. The amount
of any  contributions  made pursuant to this Section 3.02 shall be determined by the Board of Directors of the Sponsoring  Employer and
shall not exceed the lesser of (i) one-half (1/2) of the Employee  pre-tax  contributions  made pursuant to Section 2.02(a) during such
Accounting  Year by the  Participants  entitled  to share in the  allocation,  and (ii) the maximum  amount  deductible  under  Section
404(a)(3)(A) of the Internal  Revenue Code, or any statute or rule of similar import.  The amount of such additional  contribution  may
be made (i) in cash, or (ii) in shares of Employer  Stock,  valued as of the closing price of the shares on the New York Stock Exchange
on the  business  day prior to the date of the  contribution  to the Trust Fund,  if the shares are  contributed  directly to the Trust
Fund.  The  Employer  may in one or more  transactions  purchase  shares of Employer  Stock in the open  market as treasury  stock with
instructions  to the  broker-dealer  or other person  authorized  to execute the  transaction  to deliver on behalf of the Employer the
shares  purchased by the Employer upon settlement to the Trustee (or for credit to the Trustee's  account with a depository),  in which
event the  shares  purchased  shall be  valued  at the cost of  treasury  stock  purchased,  plus  commissions,  if any,  and any other
out-of-pocket  expenses  related to the transaction.  Alternatively,  the Employer may in one or more  transactions  purchase shares of
Employer  stock directly from a Participant,  employee or other person,  other than a Participant  employee or other person to whom the
restrictions  in Section 16(a) or Section 16(b) of the Securities and Exchange Act of 1934 are  applicable,  with  instructions  to the
transfer  agent of the  Employer to deliver  the  certificate(s)  for such  shares of treasury a stock  directly to the Trustee (or for
credit to the Trustee's  account with a  depository);  the purchase  price for any such shares of treasury  stock shall be based on the
closing price of the Employer  stock on the New York Stock Exchange on the business day  immediately  preceding the  transaction,  (and
shall not include any  out-of-pocket  expenses  related to such a transaction)  which shall be the value of the shares delivered to the
Trustee for Plan  accounting  purposes.  The additional  contribution  shall be allocated as of the Valuation Date  coincident with the
close of the Accounting Year for which it is made in the proportion that the Employee  pre-tax  contributions  made pursuant to Section
2.02(a) of each Participant  eligible to share in the allocation for such Accounting Year bears to the total  contributions of all such
Participants.



18




          
       3.03.         Limit on "Annual  Additions".  Notwithstanding  any  provisions  contained  herein to the  contrary,  effective as of
January 1, 2002, the total "annual addition" to any Participant's  Accounts and to any other "defined  contribution plan" maintained by
the Employers  combined shall not exceed the lesser of (a) Forty Thousand Dollars  ($40,000) as adjusted  pursuant to Section 415(d) of
the Internal Revenue Code of 1986, as amended,  or (b) one hundred percent (100%) of the Participant's total annual  compensation.  For
purposes of this Section,  the term "annual  additions" shall mean the total addition to the  Participant's  Accounts in the Accounting
Year attributable to:



	 	        
(i)         Employer contributions under this Article III;






  	 	        
(ii)     Any  Employer  contributions  and  forfeitures  for  such  Accounting  Year to any  other  "defined
 contribution plan" maintained by the Employers;






	 	        (iii)   
All of a Participant’s pre-tax contributions made pursuant to Section
2.02(a) and to any other defined contribution plan maintained by the Employers;






	 	        (iv)   
All of a Participant’s elective deferrals, as defined in Section 402(g)(3)
of the Internal Revenue Code to any other plan maintained by the Employer
pursuant to Section 401(k) of the Internal Revenue Code;






	 	        (v)   
All amounts allocated, after March 31, 1984, to an individual medical account,
as defined in section 415(1)(2) of the Internal Revenue Code, which is part of a
pension or annuity plan maintained by the Employers are treated as annual
additions to a defined contribution plan. Also amounts derived from
contributions paid or accrued after December 31, 1985, in taxable years ending
after such date, which are attributable to post-retirement medical benefits,
allocated to the separate account of a key employee, as defined in section
491A(d) (3) of the Internal Revenue Code, under a welfare benefit fund, as
defined in Section 419(e) of the Internal Revenue Code, maintained by the
Employer are treated as annual additions to a defined contribution plan; and






	 	        
  (vi)        All allocations under a simplified employee pension.





19




                    "Annual  Compensation"  for the purpose of this Section 3.03 is defined as wages within the meaning of Section  3401(a) of the
Internal  Revenue Code for the purposes of income tax  withholding at the source but determined  without regard to any rules that limit
the remuneration  included in wages based on the nature or location of the employment or the services  performed (such as the exception
for agricultural labor in Section 3401(a) (2))of the Internal Revenue Code.



                    For limitation  years  beginning after December 31, 1997, for purposes of applying the limitations of this Section 3.03 annual
compensation  paid or made available  during such limitation year shall include any elective  deferral (as defined in Section 402(g) of
the Internal  Revenue  Code) and any amount which is  contributed  or deferred by an Employer at the  election of the  Participant  and
which is not includible in the gross income of the Participant by reason of Sections 125 or 457 of the Internal Revenue Code.



                    The  compensation  limit  referred  to in Section  3.03(a)  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 Internal  Revenue Code) which is otherwise
treated as an annual addition.



          
      3.04.         Corrective  Adjustments in Annual  Additions.  In the event that as of any Valuation Date  corrective  adjustments in
the "annual  addition" to any  Participant's  accounts are required  pursuant to Section 3.03,  such  adjustments  shall be made in the
following order of precedence:



	 	        (a)   
By a reduction of his Employee Pre-Tax Contributions Accounts in an amount equal
to all or such portion of the Participant’s pre-tax contributions made
hereunder during the Accounting Year in question, which is required to make such
corrective adjustment. 






	 	        (b)   
If a further corrective adjustment is necessary, his Employer Contributions
Accounts shall be reduced by Employer contributions made on behalf of the
Participant during the Accounting Year. 






                    The amount of any "corrective  adjustments" to Employee Pre-Tax  Contributions  Accounts  pursuant to Section 3.04(a) shall be
returned to the  Participant as soon as practical  after such  adjustments  are made. The amount of any  "corrective  adjustments" to a
Participant's   Employer  Contributions  Accounts  pursuant  to  Section  3.04(b)  shall  be  allocated  to  the  appropriate  Employer
Contributions  Accounts of all other Participants eligible to share in the Employer's  contribution pursuant to, and in the same manner
as the additional  Employer  contribution  was (or would have been)  allocated  under Section 3.02. If such  reallocation is prohibited
because the annual  addition to the accounts of all  Participants  exceeds the  limitations  specified in Section 3.03,  the Sponsoring
Employer shall be entitled to apply them to future Employer contributions for a subsequent Accounting Year.



          
      3.05.         Suspension of  Participant  Contributions  Due to the In-service  Withdrawals  from a
 Related  Employer  401(k) Plan. Notwithstanding  any provisions of this Plan to the contrary,  if a Participant  withdraws  elective  deferrals from an I.R.C.ss.401(k)
Plan maintained by the Sponsoring  Employer or an Employer that is a member of a controlled  group of corporations or controlled  group
of trades or businesses  with the Sponsoring  Employer (as defined in I.R.C.ss.414(b) and (c) of the Internal  Revenue Code),  which is
conditioned (in part) on a six (6) or twelve (12) month  suspension of employee  contributions  to all qualified  defined  contribution
plans  maintained  by his  employer  (and  related  employers),  then  such  Participant  shall  not be  entitled  to make  Participant
contributions  to this Plan for such six (6) or twelve (12) month  period.  Such a Participant  may elect to resume making  Participant
contributions as of the beginning of the calendar quarter immediately following such suspension.


20


ARTICLE IV



ACCOUNTS OF
PARTICIPANTS

          
         4.01.         Determination  of Fair Market Value.  As of each Valuation Date, the Trustee shall determine the fair market value of
the Trust Fund and  the fair market value of the Accounts of each Participant.



          
     4.01(a).  Determination of Investment  Earnings.  The investment  earnings (or losses, if such computation is negative) of the
"Other  Investments"  and  "Diversified  Investments"  portions of the Trust Fund shall be calculated by the Trustee.  Such  investment
earnings (or losses)  shall be equal to (i) the fair market value of such portions of the Trust Fund as of the current  Valuation  Date
(including income accrued,  but uncollected,  and excluding  expenses  incurred,  but unpaid),  less (ii) the fair market value of such
portions of the Trust Fund as of the  immediately  preceding  Valuation  Date;  plus (iii) benefit  payments to  Participants or former
Participants  from such  portions  of the Trust Fund and any other  disbursements  from such  portions of the Trust Fund on behalf of a
particular  Participant  since the last preceding  Valuation Date; less (iv) any Employer and Employee  Pre-Tax  contributions  made to
said  portions of the Trust Fund since the last  preceding  Valuation  Date;  less (v) any transfers to such portions of the Trust Fund
since the last  preceding  Valuation  Date for any reason;  plus (vi) any transfers from such portions of the Trust Fund since the last
preceding Valuation Date for the purchase of Employer Stock.



          
       4.01(b).       Valuation  of Other  Investments  and  Diversified  Investments  Accounts.  The Other  Investments  and  Diversified
Investment  Accounts of each  Participant  as of a Valuation Date shall be equal to the value of such Accounts as of the last Valuation
Date plus or minus the applicable adjustments set forth in Section 4.02.



          
     4.02.         Adjustment  of Other  Investments  and  Diversified  Investments  Accounts.  As of each  Valuation  Date,  the  other
Investments and Diversified Investments Accounts of each Participant shall be adjusted in the following order and manner:



          
       4.02(a).        Reduction  of  Other  Investments  and  Diversified  Investments  Accounts.
  The  Other  Investments  Accounts  and Diversified  Investment  Accounts of each  Participant  as of the last  preceding  Valuation Date shall be reduced by the amount of any
benefit payments from such Accounts since such Valuation Date.



21




          
   4.02(b).       Allocation of Investment  Earnings.  The investment  earnings (or losses)  determined under Section 4.01(a) shall be
allocated to the Other  Investments and Diversified  Investments  Accounts of each active  Participant and each Limited  Participant in
the ratio  that the  value of such  Accounts  as of the last  preceding  Valuation  Date  (plus any  adjustment  for  contributions  or
diversification  transfers received since the preceding Valuation Date and less any adjustments pursuant to Section 4.02(a)),  bears to
the total value of all such Accounts as of the last preceding Valuation Date.



                    Except as otherwise  provided in Article V hereof no allocation of investment  earnings (or losses) shall be made to the Other
Investments and Diversified  Investments Accounts of Participants whose benefits are in the process of being distributed,  based on the
immediately preceding Valuation Date balance under Article V, but which have not been distributed by such Valuation Date.



          
 4.02(c).       Contributions;  Cash  Dividends;  Transfers;  Purchase of Employer  Stock.  The Other  Investments  and  Diversified
Investments Accounts shall be increased by (i) the amount of the Employer, Participants,  Rollover,  diversification transfers and ESOP
Transfer  Contributions  received during the quarter ending with the Valuation Date, (ii) any other  investment  income  (including any
investment  income from the interim  investment  of Employer  Stock  diversification  sales).  Cash  Dividends  shall be  allocated  in
accordance  with  Section 4.10 hereof.  The Other  Investments  Accounts  shall be reduced by the amount  applied to purchase  Employer
Stock and diversification transfers during such quarter.



          
       4.02(d).       Vesting  of  Other  Investments  and  Diversified  Investments  Accounts.
  A  Participant's  Other  Investments  and
Diversified  Investments which are attributable to Cash Dividend Reinvestments,  Employee Pre-Tax Contributions,  Participant After-Tax
Contributions,  Participant  Deductible  Contributions and Rollovers shall be 100% immediately and fully vested.  The Other Investments
and Diversified  Investments  Accounts which are  attributable  to Employer  Contributions  of a Participant who terminates  employment
after  December  31,  2001,  shall  become  100%  fully  vested  and  nonforfeitable  as of the last day of the Plan  Year in which the
Participant is credited with three (3) years of Vesting Service.



          
        4.03.         Adjustment of Stock  Accounts.  As of each Valuation Date, the Stock Accounts of each  Participant  shall be adjusted
in the following order and manner:



          
     4.03(a).       Reduction of Stock Accounts.  The Stock Accounts of each  Participant as of the last preceding  Valuation Date shall
be reduced by the amount of any benefit  payments  from such Account on the  Participant's  behalf since the last  preceding  Valuation
Date and by the sale of any whole shares for transfer and  reinvestment  in  diversified  investments  pursuant to Section 4.08 hereof.
With  respect to benefit  payments  such  reduction  shall be expressed  in whole and  fractional  shares even though cash in an amount
equivalent  to part or all of such shares may have been  distributed  for such  payments.  With respect to sales of Employer  Stock for
reinvestment in diversification investments, such reduction shall be made in whole shares only.




          
          4.03(b).       Purchase of  Employer  Stock;  Increase in Stock  Account. The  "nonvested  and  forfeitable"  subdivisions  of the
Employer  Contributions  Account/Stock  of each  Participant  expressed in whole and fractional  shares to the nearest four (4) places,
shall be  increased  by the number of shares  purchased  for such  Accounts  based upon the  average  price per share of the  aggregate
purchases of Employer Stock during the quarter ending with the Valuation Date,  divided by the number of shares  purchased.  The shares
shall be credited to the subdivision of the "Employer  Contributions  Account/Stock" for the same year the "Other Investments  Account"
is debited.  For the purposes of this Section  4.03(b),  shares  contributed  by the  Sponsoring  Employer shall be deemed to have been
purchased at the fair market value of such shares based on the closing  price of Employer  Stock on the New York Stock  Exchange on the
business day immediately preceding the date the shares were contributed to the Trust Fund.



22




          
         4.03(c).       Valuation  of Stock  Accounts.  The Employer  Stock  Accounts  shall be  maintained  in whole shares and  fractional
shares  expressed to the nearest four (4) places and shall  reflect the cost of the shares  purchased  or the  appropriate  fair market
value of the shares of Employer Stock contributed to the Trust Fund by the Employer.



          
       4.03(d).  Vesting of Stock Accounts.  A participant's  Stock Accounts which are  attributable to Cash Dividend  Reinvestments,
Employee Pre-Tax Contributions,  Participant After-Tax  Contributions,  Participant Deductible  Contributions shall be 100% immediately
and fully vested.  The Stock Accounts which are  attributable to Employer  Contributions,  of a Participant  who terminates  employment
after  December  31,  2001,  shall  become  100%  fully  vested  and  nonforfeitable  as of the last day of the Plan  Year in which the
Participant is credited with three (3) years of Vesting Service.



          
         4.04.    Quarterly  Participant Account Statements.  As soon as reasonably  practicable after the close of each quarter of the
Accounting Year (i.e.,  March 31, June 30,  September 30 and December 31), the Committee shall advise each  Participant of the value of
his Accounts as of the Valuation Date coincident with the close of such quarter.


          
         4.05.    Best  Judgment  Rule.  In  determining  the value of the Trust Fund and the  Accounts,  the Trustee and the Committee
shall  exercise  their  best  judgment,  and all  determinations  of value (in the  absence of bad  faith)  shall be  binding  upon all
Participants and their Beneficiaries.  All allocations shall be deemed to have been made as of a Valuation Date.



          
       4.06.    Special  Valuation Date.  Notwithstanding  anything to the contrary  expressed or implied  herein,  the Committee may
direct a special  Valuation  Date as of any  business  day or for  distribution  purposes,  the last  business  day of any month.  Such
special Valuation Date shall be deemed equivalent to a regular Valuation Date.



          
        4.07.         Allocation of Stock  Dividends.  All stock  dividends on Employer Stock shall be allocated to Employer Stock Accounts
in the ratio that number of shares in each Employer  Stock  Account  bears to the total number of shares in the Employer  Stock Account
of all Participants.



          
      4.08.         Diversified  Investments  for Certain  Participants  and  Accounts.  If a Participant  who is an active  Employee has
completed at least five (5) years of  Participation  in the Plan and has Attained Age  thirty-five  (35) he may elect to diversify  the
investments in his Accounts and future Employee Pre-Tax Contributions as hereinafter provided.



23




          
    4.08(a).       Existing  Account/Diversification  Out of Employer Stock.  An eligible  Participant may diversify part or all of the
whole  shares of  Employer  Stock  credited  to his  Participant  After-Tax  Contributions,  Employee  Pre-Tax  Contributions  and,  if
applicable, Employer Contributions Accounts/Stock as hereinafter provided:



	 If an eligible Participant's
Attained Age is:



  	Then he may diversify the following
percentage of his Participant After-Tax

and/or Employee Pre-Tax Contributions 
Account/Stock
 	And he may also diversify the
following percentage of his
Employer Contributions

Account/Stock
 
	
35-39

 	
Up to 25%

 	
None

 
	40-44

 	Up to 50%

 	None

 
	45-49

 	Up to 75%

 	None


	50-59

 	Up to 100%

 	Up to 50%

 
	60 or older

 	Up to 100%

 	Up to 100%

 




          
The applicable percentage of Employer Stock that a Participant may direct the
Committee, in writing, to sell and reinvest in diversified investments shall be
based on the whole share balance in the Participant’s Account(s) that are
eligible for diversification as of the most recent quarterly valuation date
(i.e., March 31, June 30, September 30 and December 31), adjusted by any shares
distributed or credited to the applicable Account(s) since such Valuation Date.



          
     If the  Participant  has  previously  elected to  diversify,  the  number of whole  shares of  Employer  Stock he may elect to
diversify  at any time within any age brackets  shall be adjusted by the  Committee  and the Trustee in an equitable  manner to reflect
such  prior  diversification.  If a  Participant  who  previously  elected  to  diversify,  later  elects to redeem  part or all of his
diversified  investments  and  reinvest the proceeds in Employer  stock,  the number of whole shares of Employer  Stock he may elect to
diversify at any time shall be adjusted by the Committee and the Trustee in an equitable  manner to reflect such prior  diversification
and reinvestment in Employer Stock.




          
       A written  request to diversify or reinvest  shall be made in writing on forms  furnished the Committee and may be made at any
time.  However,  only one request to diversify  (i.e. sell Employer  Stock) or reinvest (i.e.  purchase  Employer Stock) may be made in
any calendar  quarter.  Upon receipt of such a request the  Committee  shall direct the Trustee in writing to sell such whole shares as
soon as  reasonably  practicable  either in the open  market or by reducing  the number of shares of Employer  Stock the Trustee may be
required to purchase as a result of Employee  Pre-Tax,  Employer or Rollover  Contributions  or the reinvestment of dividends on shares
of Employer  Stock in the Trust Fund.  The amount  credited to a  Participant's  Accounts as a result of such a sale of Employer  Stock
shall be based on the average of the actual sale  proceeds or, if no actual  shares are sold on the open  market,  based on the closing
price of the Employer  Stock on the New York Stock Exchange on the business day  immediately  preceding the date such shares are deemed
to be sold by the  Trustee.  The  amounts  realized  from any such sales of whole  shares of  Employer  Stock  shall be credited to the
Participant's  Employer  Contributions  and/or  Participant   Contribution/Other   Investments  and/or  Employee  Pre-Tax  Contribution
Account(s)  whichever is applicable,  until such amounts are reinvested in the diversified  investments made available by the Committee
and  elected,  in writing,  by the  Participant  on a form which will be  provided  by the  Committee.  When a  Participant's  properly
completed  and signed  election to sell whole  shares of Employer  Stock is received  by the  Trustee the Trustee  shall  reinvest  the
proceeds  of any such  actual or deemed  sales of Employer  Stock as soon as  reasonably  practicable  in the  diversified  investments
elected by the Participant.



24




          
        The  diversification  investment  options a Participant  may elect shall be determined by the Committee  from time to time. As
of January 1, 2002, the following diversification investment options are provided by the Trustee for this Plan:



             
       Discretionary Cash Fund

          
       Short & Intermediate Bond Fund
          
       Asset Management Fund
          
        Capital Value Fund
          
         Equity Index Fund
          
        Capital Appreciation Fund


          
        A diversification investment election may be made in five percent (5%) increments which equal 100%.


          
        4.08(b).       Existing  Accounts/Reinvestment  From Diversification  Investments into Employer Stock.
 A Participant whose Employer Contributions  and/or Participant  After-Tax  Contributions  and/or Employee Pre-Tax /Stock Account(s) have been diversified may at any
time elect to redeem all or part of the investments in the Participant's  Diversification  Accounts and reinvest the proceeds in shares
of Employer Stock as soon as reasonably  practicable after the proceeds from such redeemed  investments are available for reinvestment,
provided  that  only one such  election  may be made in any  calendar  quarter  and the  Participant  has not made any  diversification
election out of Employer  Stock in such  calendar  quarter.  Such  Employer  Stock  purchases  shall be made by the Trustee on the open
market,  from Employer  treasury stock or authorized but unissued shares or from the Trust Fund as a result of shares of Employer Stock
sold by this Plan in order to make cash in lieu of stock  distributions.  If any such  purchases are not made in the open market,  they
shall be deemed  to be  purchased  on the basis of the  closing  price of the  Employer  Stock on the New York  Stock  Exchange  on the
business day immediately preceding the date such shares are deemed to be purchased by the Trustee.


          
   4.08(c).       Diversification  Investments  of  Future  Participant  Contributions.
  A  Participant  who is  entitled  to elect to
diversify  under this  Section  4.08 may also elect to  diversify  the  investment  of his future  Employee  pre-tax  contributions  as
hereinafter provided.



25




	 If an eligible Participant's
Attained Age is:


 
 	Then he may direct the 
diversification of the following 
applicable percentage of his future
 
Employee pre-tax contributions
 
	
35-40

 	
Up to 25%

 
	40-44

	Up to 75%

 
	50 and older 	Up to 100% 



          
         A Participant  who is entitled to diversify  future Employee  pre-tax  contributions  may do so at any time, in writing,  on a
form which shall be furnished  the  Participant  by the  Committee.  The election  shall be effective on the payroll  period  ending at
least fifteen (15) business days after the Committee's  receipt of such written  election.  Investments in the diversified  investments
elected by the  Participant in accordance with this Section 4.08 shall be made by the Trustee as soon as reasonably  practicable  after
such diversification election is received by the Trustee.



          
      4.08(d).       Restriction  on Elections  Provided  for in the Plan - Section 16 of the  Securities
 Exchange  Act of 1934.  In the case of a Participant  to whom the  provisions of either  Section  16(a) or Section  16(b) of the  Securities  Exchange Act of 1934 are
applicable  (herein  referred to as an "Insider"),  the following  restrictions  shall apply to any election under this Section 4.08 or
any other Section of this Plan.  Any election by an Insider to direct an investment,  a transfer or change of investment,  a withdrawal
or any other election which would constitute a "Discretionary  Transaction" as that term is defined by SEC Rule  16b-3(b)(1),  may only
be made by an Insider if such election is made more than six months after any previous  opposite way  Discretionary  Transaction  under
any plan (including this Plan) of the Sponsoring Employer, as defined by SEC Rule 16(b)(3)(f).



          
     4.09.         ERISAss.404(c) Compliance  Intended.  The Sponsoring  Employer intends that this Plan be an ERISA Section 404(c) plan
with respect to the portion of  Participant  Accounts which are subject to  diversification  elections  and,  therefore,  the Committee
shall  administer  the  Plan in  compliance  with  Section  404(c)  of the  Employee  Retirement  Income  Security  Act of 1974 and the
regulations of the U.S. Department of Labor thereunder..



          
       4.10.         Cash Dividends on Employer Stock; Reinvestment or Cash Election.



          
     4.10(a).       Allocation;  Credit.  Effective from and after January 1, 2002,  cash dividends on Employer Stock shall be allocated
in  proportion  to the  number of shares  of  Employer  Stock of each  Participant's  Accounts  and  shall be  credited  to either  the
Participant's Cash Dividends Holding Account or the Participant's Cash Dividends Reinvestment  Account/Other  Investments in accordance
with the Participant's election, as hereinafter provided.



26




          
   4.10(b).       Election.  As soon as reasonably  practicable  after the beginning of the 2002 Plan Year (and at the time prescribed
by the Committee for Plan Years  beginning  after  December 31, 2002) each  Participant, including, but not limited to, terminated vested
Participants,  shall be afforded the  opportunity to elect to
have the cash dividend  allocable to the  Participant's  accounts either (i) credited to his Cash Dividends Holding Account and paid to
him by the end of the Plan  Year of the  receipt  of such  cash  dividends  by the  Trustee  or (ii)  credited  to his  Cash  Dividends
Reinvestment  Account/Other  Investment and reinvested  primarily in additional shares of Employer Stock. This election must be made in
the form and  manner  prescribed  by the  Committee  before a dividend  is paid in order to apply to the  dividend.  If a cash  payment
election is not made in a timely or prescribed  manner,  the cash dividend  allocable to a Participant's  Accounts shall be credited to
his Cash Dividends  Reinvestment  Account/Other  Investments to be invested primarily in additional shares of Employer Stock. Dividends
credited to either a Participant's  Cash Dividend's  Holding Account or to his Cash Dividends  Reinvestment  Account/Other  Investments
shall be fully (100%) and immediately  vested,  even if the  Participant is not otherwise fully vested in all of his Accounts  pursuant
to Sections 4.02(d) and 4.03(d) hereof.



          
     4.10(c).       Cash Dividend  Holding  Account  Investment  Income.  Each  Participant's  Cash Dividends  Holding  Account shall be
invested in short-term cash equivalent  investments,  the investment earnings on which shall be credited to the Participant's  Employee
Pre-Tax Contributions  Account/Other  Investments,  unless the Participant has not made Employee pre-tax contributions to this Plan, in
which event, the investment earnings shall be credited to his Participant After-Tax Contributions Account/Other Investments..



          
4.10(d).       Application.
 The  Sponsoring  Employer  intends to apply the  provisions  of this Section 4.10 to any cash dividend
declared in 2001 with a payment date in 2002.



ARTICLE V


PAYMENT OF
BENEFITS TO PARTICIPANTS

          
         5.01.         Distribution on Early or Normal  Retirement.  When a Participant  lives to either his Early Retirement Date or Normal
Retirement Date and retires,  the full value of his Accounts shall, if elected by the Participant,  immediately  become  distributable,
calculated as of the quarterly  Valuation Date  coincident  with or,  otherwise,  immediately  following his Early  Retirement  Date or
Normal  Retirement  Date,  whichever is  applicable,  unless the  distribution  is not made within sixty (60) days after such quarterly
Valuation  Date,  in which  event the  distributable  amount  and/or  shares  shall be  calculated  as of the  monthly  Valuation  Date
immediately preceding the actual distribution or in accordance with the provisions of Section 5.10 hereof, whichever is applicable.



          
      5.02.         Employment  Beyond Normal  Retirement.  A Participant  may continue his employment past his Normal  Retirement  Date.
Such  Participant  shall continue to be an active  Participant  under the Plan and the full value of his Accounts  shall, if elected by
the  Participant,  immediately  become  distributable,  calculated as of the quarterly  Valuation Date coincident  with or,  otherwise,
immediately  following  the actual date of his  retirement,  unless the  distribution  is not made  within 60 days after the  quarterly
Valuation  Date,  in which  event the  distributable  amount  and/or  shares  shall be  calculated  as of the  monthly  Valuation  Date
immediately preceding the actual distribution or in accordance with the provisions of Section 5.10 hereof, whichever is applicable.



27





          
      5.03.    Distribution  on Death.  If a  Participant  dies while an active  Participant  under the Plan,  the full value of his
Accounts shall, if elected by his Beneficiary or Beneficiaries,  immediately become  distributable to his Beneficiary or Beneficiaries,
calculated as of the quarterly  Valuation Date coincident with or, otherwise,  immediately  following the date of his death, unless the
distribution  is not made within 60 days after the  quarterly  Valuation  Date, in which event the  distributable  amount and/or shares
shall be  calculated  as of the monthly  Valuation  Date  immediately  preceding  the actual  distribution  or in  accordance  with the
provisions of Section 5.10 hereof, whichever is applicable.



          
     5.04.         Distribution  on  Disability.  When it is determined  that a Participant  is Totally and  Permanently  Disabled,  the
Committee shall certify such fact to the Trustee, and the full value of such Disabled  Participant's  Accounts shall, if elected by the
Participant,  immediately  become  distributable,  calculated  as of the  quarterly  Valuation  Date  coincident  with  or,  otherwise,
immediately  following  the  date of his  termination  of  employment  due to  Total  and  Permanent  Disability (as  determined  by the
Committee),  unless the  distribution is not made within 60 days after the quarterly  Valuation Date, in which event the  distributable
amount  and/or shares shall be  calculated  as of the monthly  Valuation  Date  immediately  preceding  the actual  distribution  or in
accordance with the provisions of Section 5.10 hereof, whichever is applicable.



          
    5.05.         Distribution  on Termination of Employment.  Whenever the employment of a Participant  shall terminate other than for
early,  normal or late  retirement,  death or Total and  Permanent  Disability,  this  Section  5.05 shall  apply.  In such event,  the
Participant  shall cease to be a Participant  and the vested and  nonforfeitable  portion of his Employer  Contributions  Account/Other
Investments or Diversified Investments,  if any, and of his Employer Contributions  Account/Stock shall, if elected by the Participant,
become  distributable,  calculated as of the quarterly  Valuation  Date  coincident  with or immediately  following his  termination of
employment.  The nonvested and forfeitable portion of his Employer Contributions  Account/Other  Investments or Diversified Investments
and Employer  Contributions  Account/Stock shall be forfeited as of the Valuation Date coincident with the close of the Accounting Year
during which his termination of employment  occurred  provided he is not reemployed on or before such date and repays to the Trust Fund
any  distribution he received  (pursuant to Section 5.13) on or before such Valuation  Date.  Subject to the provisions of Section 5.12
hereof,  the full  value of the  terminated  Participant's  Accounts  shall,  if  elected  by the  Participant,  become  distributable,
calculated  as of the quarterly  Valuation  Date  coincident  with or  immediately  following  the date his  termination  of employment
occurred,  provided he is not  reemployed on or before such Valuation  Date and repays to the Trust Fund any  distribution  he received
(pursuant  to  Section  5.13) on or before  such  Valuation  Date.  If a  distribution  is not made  within  sixty  (60) days after the
applicable  quarterly  Valuation  Date,  the  distributable  amount and/or shares shall be calculated as of the monthly  Valuation Date
immediately preceding the actual distribution or in accordance with the provisions of Section 5.10 hereof, whichever is applicable.



28




          
    5.06.         In-Service  Withdrawals.  An Employee who has been an active  Participant for at least two (2) years and has attained
age fifty-nine and one-half (59-1/2),  may withdraw in one lump sum the entire balance of his vested Accounts,  provided the withdrawal
satisfies the terms of this Section 5.06.  Partial  withdrawals  are not  permitted.  Only one (1)  in-service  withdrawal  may be made
prior to a Participant's termination of employment.



                    A Participant  may make a request for an in-service  withdrawal  at any time and the  Committee  shall in accordance  with its
practices  and  procedures,  direct the  Trustee  to make the  withdrawal  as soon as  reasonably  practicable.  The amount of any such
withdrawal  shall be based on the vested shares of Employer Stock and other amounts  credited to the  Participant's  Accounts as of the
immediately preceding Valuation Date, adjusted for Employee pre-tax  contributions,  Employer  contributions,  reinvested dividends and
any other investment  earnings the Committee  estimates should be credited to the Participant's Stock and Other Investment Accounts for
participation  after such  Valuation  Date.  A  Participant's  ability to elect a cash  distribution  shall be  determined  pursuant to
Section  5.07. If a cash  distribution  is elected by the  Participant,  the Employer  Stock in his Accounts  shall be valued as of the
date the Committee receives the Participant's written request for an in-service withdrawal.



                    If an  additional  Employer  contribution  is made to the Plan for the  Accounting  Year in which  the  Participant  elects an
in-service  withdrawal,  the  Participant  shall be  entitled  to a share  of such  additional  Employer  contribution  which  shall be
distributed to the  Participant  after it is received by the Trustee.  The  distribution  of such an additional  Employer  contribution
shall be made in the same form (i.e., Employer Stock or cash) as the in-service withdrawal was made to the Participant.



                    If a cash dividend on the Employer  Stock occurs on or before an  in-service  withdrawal  is  distributed  but before the cash
dividend is received by the Trustee,  the  Participant's  share of such cash dividend will be distributed to the Participant in cash as
soon as reasonably  practicable after it is received by the Trustee. If a stock dividend,  split or other  recapitalization of Employer
Stock  (hereinafter  referred to as a "stock  dividend") is payable to shareholders of record on or before an in-service  withdrawal is
distributed  but before the stock  dividend  is  received  by the  Trustee,  the  Participant's  share of such stock  dividend  will be
distributed to the  Participant  as soon as reasonably  practicable  after it is received by the Trustee.  The  distribution  of such a
stock dividend shall be made in the same form (i.e., Employer Stock or cash) as the in-service withdrawal was made to the Participant.



                    If a Participant  makes an  in-service  withdrawal  pursuant to the  provisions of this Section 5.06 prior to the beginning of
the  calendar  year in which  the  Participant  Attains  Age  seventy  and  one-half  (70-1/2),  he shall not be  entitled  to make any
Participant  contributions  for the six  consecutive  months after the next  practicable  pay period after the Committee has received a
notice of withdrawal.



          
    5.07.         Distributions  Usually In Employer Stock.
 Except as hereinafter  provided,  all benefits  distributed to or on behalf
of a Participant from his Other  Investments or Diversified  Investments  accounts shall be converted to Employer Stock by the purchase
of additional  shares by the Trustee to the maximum extent  practicable.  Any amount that cannot be applied to the purchase of Employer
Stock shall be  distributed  in cash.  All benefits  distributed  to or on behalf of a  Participant  from his Stock  accounts  shall be
distributed in whole shares of Employer Stock,  except that the value of any fractional  share shall be distributed in cash, based upon
the value of such fractional share as of the quarterly  Valuation Date when his Accounts became  distributable  under this Article V or
as of the monthly  Valuation Date next preceding the actual  distribution of such shares,  if the distribution is not made within sixty
(60) days after such quarterly Valuation Date.



29




                    Notwithstanding  the  foregoing,  unless a  Participant  requests in writing that his Accounts be  distributed  to the maximum
extent  practicable in shares of Employer Stock, in any case where less than fifty (50) shares of Employer Stock are  distributable  to
the Participant,  the Committee shall distribute in cash the distributable  balance in his Other Investments accounts and distribute in
cash an amount equal to the fair market value of the distributable  shares of Employer Stock credited to his Stock accounts,  valued at
the closing price of the shares on the New York Stock Exchange (i) as of the quarterly  Valuation Date  coincident  with or immediately
preceding the date the  Participant's  Accounts become  distributable  hereunder,  or (ii) if the date of distribution is sixty (60) or
more days after such quarterly  Valuation Date, as of the monthly  Valuation Date immediately  preceding the day the Committee  directs
the  Trustee to make a cash  distribution  hereunder.  In  addition,  the  Committee  shall,  in any case where the number of shares of
Employer  Stock that is  distributable  to a  Participant  hereunder is at least fifty (50) shares but not more than one hundred  (100)
shares,  afford  the  Participant  the  opportunity  to  elect to have his  Accounts  either  distributed  (i) in cash,  calculated  as
hereinabove provided, or (ii) in shares of Employer Stock to the maximum extent practicable  (calculated as hereinabove  provided).  In
any case, where the number of shares of Employer Stock that is  distributable to a Participant  hereunder is at least one hundred (100)
shares or more, the  distribution  shall,  to the maximum extent  practicable  (calculated  as hereinabove  provided),  be in shares of
Employer Stock.



                    Distributions  from  Diversified  Investments  Accounts shall be made in cash unless the Participant or Beneficiary  elects in
writing (on a form which will be provided by the Committee prior to the  distribution)  that part or all of his distribution be made in
Employer  Stock,  in which event  Employer  Stock shall be  purchased  by the Trustee  with the  proceeds  from the  redemption  of his
Diversified Investments Accounts and distributed to the Participant.



          
     5.08.         Distribution  Date.  Effective  from and after  November 14,  2001,  any benefit  payable  under this Article V shall
commence  within  sixty (60) days after the date the benefit  becomes  distributable  hereunder,  unless (i) the  distributable  amount
cannot be  ascertained  within  such  sixty (60) days,  in which  event the  benefit  shall be paid as soon as  reasonably  practicable
thereafter or (ii) the benefit amount or the fair market value of the Employer Stock that is  distributable  is more than five thousand
dollars ($5,000) and the Participant  does not elect an immediate  distribution,  in which event the distribution  shall be deferred to
not later than the earlier of (i) December 31 of the calendar year in which the Participant  reaches  Attained Age seventy and one-half
(70-1/2),  or  (ii) December  31 of the calendar year in which the fifth (5th)  anniversary of his  retirement or other  termination of
employment  occurs at which time the  Participant  shall be entitled to elect to receive a  distribution  of his Accounts in accordance
with the applicable  provisions of this Article V. The surviving  spouse of a deceased  Participant may elect to defer the commencement
of benefit  distributions  to a date no later than  December  31 of the  calendar  year in which the  deceased  Participant  would have
attained  age 70-1/2 if the benefit  amount or the fair market  value of the  Employer  Stock that is  distributable  is more than five
thousand  dollars  ($5,000).  A  nonspouse  Beneficiary  may not defer the  commencement  of  benefit  payments.  As a result,  benefit
payments to a nonspouse  Beneficiary  shall commence within sixty (60) days after the calendar  quarter as of which the benefit becomes
distributable or as soon as reasonably  practicable  thereafter.  If the benefit amount or fair market value of the Employer Stock that
is  distributable  to a  Participant,  or his surviving  spouse or Beneficiary is not more than five thousand  dollars  ($5,000),  such
benefit  shall be  distributed  in a lump sum or in the form of a direct  rollover  to an  Eligible  Retirement  Plan.  Any  additional
contributions  allocated to a former  Participant  who retired,  died or became Totally or Permanently  Disabled  during the Accounting
Year for which an additional  contribution  is made shall be distributed as soon as practicable  after receipt of the  contribution  by
the  Trustee.  The  distribution  shall be made in the  same  form as his  benefits  were  otherwise  distributed  as a  result  of his
retirement, death or disability subject to the provisions of Section 5.07 hereof.



30




                    The  benefit  payments of a  Participant  who  attains  age 70-1/2  after  December  31,  1997,  or the benefit  payments of a
Participant  who attained age 70-1/2 in 1997,  but whose  benefits had not commenced  prior to January 1, 1998,  shall  commence in the
form and at the time  elected  pursuant to Sections  5.07 and 5.09 hereof by not later than April 1 of the  calendar  year  immediately
following the calendar year in which the Participant  retires or attains age 70-1/2,  whichever occurs last,  unless the Participant is
a five percent or greater owner of the Sponsoring  Employer,  in which event,  benefit  payments shall commence in the manner described
in the  immediately  preceding  paragraph  by December  31 of the  calendar  year in which he attains  age  70-1/2,  even if he has not
retired.  The required  minimum  distribution  under this  paragraph  for the calendar  year during  which the  Participant  retires or
terminates  employment after attaining age 70-1/2,  whichever occurs last, shall be a fraction of the balance of his Accounts as of the
Valuation Date immediately  preceding the  distribution,  the numerator of which shall be one and the denominator of which shall be the
lesser of (i) fifteen (15) years and (ii) the life  expectancy of the  Participant  or, if the  Participant is married,  the joint life
expectancy  of the  Participant  and his spouse,  computed in  accordance  with Table V or VI of  regulations  under  Section 72 of the
Internal  Revenue Code,  whichever is  applicable.  The second  annual  installment  distribution  shall be made by December 31 of each
later calendar year. Each later minimum required annual  distribution  shall be equal to the balance of the  Participant's  Accounts as
of the September 30 Valuation Date for such year  multiplied by a fraction,  the numerator of which shall be one and the denominator of
which shall be the  denominator  used for the most  recent  annual  installment  distribution  reduced by one,  or, if there has been a
suspension of installment  distributions  for more than one year, the fraction shall be the lesser of (i) the denominator  used for the
most recent annual  installment  distribution  reduced by one, or (ii) the life expectancy of the Participant or, if the Participant is
married,  the joint  life  expectancy  of the  Participant  and his  spouse,  computed  in  accordance  with Table V or Table VI of the
regulations  under Section 72 of the Internal  Revenue Code,  whichever is applicable.  Required  minimum  distributions  shall be made
pro-rata  from each of the  Participant's  Accounts.  Distributions  of amounts in excess of the required  minimums  shall be made from
such Accounts as specified in writing by the  Participant.  In addition,  any death benefit that becomes  payable under this Plan shall
commence (or be paid) within one (1) year after it becomes  distributable  hereunder.  Notwithstanding  the foregoing,  any Participant
who remains  employed after December 31, 1997 and after  Attaining Age seventy and one-half  (70-1/2) shall be afforded the opportunity
each  Accounting  Year after  Attained Age 70-1/2 to withdraw part or all of his Accounts under this Plan pursuant to the provisions of
Section 5.06 hereof.  Furthermore,  any Participant who elected the commencement of minimum required  distributions prior to January 1,
1998 in installments may elect to suspend his or her annual installment  payments,  in a written notice to the Committee,  provided the
remaining minimum required  distributions are resumed by no later than April 1 of the calendar year immediately  following the calendar
year in which the Participant later retires or otherwise terminates employment.



31




                    With  respect to  distributions  under the Plan made on or after  January 1, 2002 for  calendar  years  beginning  on or after
January 1, 2002,  the Plan will apply the minimum  distribution  requirements  of Section  401(a)(9)  of the  Internal  Revenue Code in
accordance  with the  regulations  under Section  401(a)(9)  that were  proposed on January 17, 2001 (the 2001  Proposed  Regulations),
notwithstanding any provision of the Plan to the contrary.



          
       5.09.         Forms of  Distribution.  The normal form of  distribution  shall be a lump sum  distribution of Employer Stock and/or
cash as provided in Section 5.07 hereof.  A Participant or Beneficiary  may,  however,  request an alternative  form of distribution of
any benefits under the Plan as provided  hereinafter.  The request by the Participant or the Beneficiary  shall be in writing and shall
be filed with the  Committee  at least  thirty  (30) days or, in case the  Participant  is an Insider of the  Sponsoring  Employer  (as
defined in Section 4.08 hereof),  six (6) months,  before  distribution  is to be made. The alternative  forms of  distribution  are as
follows:




                  
1.      If the Participant is entitled to a distributable benefit in an amount or value of more than five thousand
dollars ($5,000), periodic installments in substantially equal annual amounts
for a period not longer than hereinafter specified;



                  
2.       A direct rollover to an Eligible Retirement Plan, pursuant to the provisions of Section 5.15 hereof; or


                  
 3.            Any combination of the above.


                    If periodic  installments  are elected by a  Participant,  the  installment  payments  shall be made over a period of time not
longer than the lesser of (i) fifteen (15) years or (ii) the  Participant's  life  expectancy or, if the  Participant  is married,  the
joint life  expectancy of the Participant  and his spouse,  computed in accordance  with Table V or Table VI of the  regulations  under
Section 72 of the Internal  Revenue Code,  whichever is  applicable.  A Participant  who has elected  installment  payments who has not
retired or otherwise  terminated  employment may elect to suspend his or her annual  installment  payments,  in a written notice to the
Committee,  provided that the remaining  installment payments are resumed by not later than by April 1 of the calendar year immediately
following the calendar year in which the Participant later retires or otherwise terminates employment.



                    If periodic installments are elected by a nonspouse  Beneficiary of a deceased Participant,  the installment payments shall be
made over a period  not  longer  than five (5)  years.  Benefit  payments  for a  nonspouse  beneficiary  may not be rolled  over to an
individual retirement account, annuity or trust.



32




          
    5.10.         Segregating  Accounts  of Former  Participants.  As soon as  practical  after the amount that is  distributable  to a
former  Participant is finally  determined,  if his  distribution  will either be made in  installments or be delayed more than six (6)
months if payable in a lump sum, his  Accounts  shall be  segregated  from the other Trust Fund assets into a separate  trust  account.
The investment of such separate  trust account shall  continue to be governed by the provisions of Section 5.04 of the Trust  Agreement
and the Employer Stock dividends and other  investment  income credited to such account shall, to the extent  practicable,  be invested
in Employer Stock. All  disbursements  and expenses  attributable to such accounts shall be charged thereto.  Trustee's fees,  however,
shall be paid by the Employer.  Periodic  installment  payments  from such  separate  trust  accounts  shall be made in Employer  Stock
and/or cash pursuant to Section 5.07 hereof;  provided,  however,  that the elections  accorded to the  Participant in Section 5.07 are
based on the  aggregate  amount of shares and cash in his  Accounts  as of the date the  Participant's  Accounts  become  distributable
hereunder.  In the event of the death of either a Participant  or a Beneficiary  to whom periodic  installments  are being paid (or are
to be paid)  prior to receipt of the full  amount of such  separate  trust  account,  the  remaining  balance  shall be paid as soon as
practical to the Beneficiary or Contingent  Beneficiary.  The Committee may, with the consent of the Trustee,  direct that any separate
trust accounts under this Section 5.10 be commingled for investment purposes.



          
        5.11.         Death  Payments to  Contingent  Beneficiaries.  If, at the time of a  Participant's  death while  benefits  are still
outstanding,  his named  Beneficiary  does not survive  him,  his  benefits  shall be paid to his named  Contingent  Beneficiary.  If a
deceased  Participant is not survived by either a named  Beneficiary or Contingent  Beneficiary  (or if no Beneficiary  was effectively
named),  the  benefits  shall be paid in a single  sum to the person or persons  in the first of the  following  classes of  successive
preference  beneficiaries  then surviving:  the  Participant's (a) spouse,  (b) children,  (c) parents,  (d) brothers and sisters,  (e)
executors and  administrators.  The  determination  of the eligible  Beneficiary,  Contingent  Beneficiary,  or  successive  preference
beneficiary shall be made by the Committee.



          
        5.12.         Special Rules  Applicable  to Deductible  Participant  Contributions.  Notwithstanding  any provision to the contrary
herein contained,  the following special rules shall govern the distribution of a Participant's  Participant  Deductible  Contributions
Account/Stock and/or that portion, if any, of his Participant  Contributions  Account/Other  Investments  attributable to contributions
made pursuant to Section 2.02(b),  in circumstances where the Participant  terminates  employment for reasons other than death or Total
and Permanent Disability:



          
       5.12(a).       Election.  The Participant  may elect that his Participant  Deductible  Contributions  Account/Stock  (and/or or the
portion,  if any, of his Participant  Contributions  Account/Other  Investments which is attributable to contributions made pursuant to
Section 2.02(b)) shall either be;



33




	 	        (i)   
retained in the Trust Fund and credited with the investment earnings (or losses)
of the Trust Fund in accordance with Section 4.02 hereof until the close of the
Accounting Year in which the Participant reaches Attained Age fifty-nine and
one-half (59-1/2), at which time the Participant’s Deductible Contributions
Account/Stock (or the portion, if any, of his Participant Account/Other
Investments which is attributable to contributions made pursuant to Section
2.02(b)), shall be distributed to the Participant in accordance with the
provisions of Section 5.09 hereof; or 






	 	        (ii)   
transferred by the Trustee to an Individual  Retirement Account at a financial institution selected
                  by the Participant; or 







	 	        (iii)
distributed to the Participant, subject to the provisions of Section 5.12(b)
hereof, in the form of distribution selected pursuant to Section 5.09 hereof. 






In the absence of an
election by the Participant, his Participant Deductible Contributions
Account/Stock and/or the portion, if any, of his Participant Contributions
Account/Other Investments attributable to contributions made pursuant to Section
2.02(b) shall be retained in the Trust Fund and credited with the investment
earnings (or losses) of the Trust Fund in accordance with Section 4.02 hereof
until the close of the Accounting Year in which the Participant reaches Attained
Age fifty-nine and one-half (59-1/2), at which time such Accounts shall be
distributed to the Participant in accordance with the provisions of Section 5.09
hereof. 


                   
 5.12(b).       Acknowledgment.  If a terminated  Participant  who has not Attained Age fifty-nine and one-half  (59-1/2)  elects to
receive a  distribution  of his  Participant  Deductible  Contributions  Account/Stock  (or the  portion,  if any,  of his  Participant
Contributions  Account/Other  Investments which is attributable to contributions  made pursuant to Section 2.02(b)),  such distribution
shall not be made unless the Participant acknowledges in writing that he understands that the amount distributed


	 	         (i)    
     will be subject to a ten percent (10%) federal excise tax penalty;







	 	        (ii)   
    will also be taxed as ordinary income for federal income tax purposes; and
 






	 	        (iii)    
   will be reported to the Internal Revenue Service for such purposes. 






          
    5.13.         Reemployment/Repayment  of  Benefits/Restoration  of Accounts.  Notwithstanding any provision contained herein to the
contrary,  a terminated  Participant who was partially vested pursuant to Section 5.05 and who is reemployed  before he incurs five (5)
consecutive  One Year Breaks in  Service,  shall be entitled  to repay to the Trust Fund the  benefits he  received,  in the manner and
within the time hereinafter specified, and to have certain forfeited portions of his Accounts restored.



34




          
    5.13(a).       Repayment of Employer  Stock and Cash  Distributions.  If the  reemployed  Participant  received a  distribution  of
Employer  Stock and cash, he must repay the Trust Fund the same number of shares of Employer  Stock and the same amount of cash that he
received as a result of his  termination  of  employment,  or if subsequent to the receipt of the  distribution  there has been a stock
split or stock  dividend,  or a  reorganization  or  recapitalization  of the  Employer,  then he must repay to the Trust Fund the same
amount of cash that he received as a result of his  termination  of employment  and the number of shares of Employer  Stock and/or cash
which he  received  because of said  stock  split,  stock  dividend,  reorganization  or  recapitalization  for the number of shares of
Employer Stock that he received as a result of his termination of employment.  However,  the reemployed  Participant is not required to
repay any cash  distributions  he received on the shares of Employer  Stock he received as a result of his  termination  of employment.
The repayment  shall be made not later than the earlier of (i) five (5) years after his  reemployment  or (ii) the date he first incurs
five (5)  consecutive  One Year Breaks in Service.  Upon receipt by the Trustee of the entire  amount of the  reemployed  Participant's
repayment  the  Committee,  as of the next  succeeding  Valuation  Date,  shall credit to his  Participant  Stock and Other  Investment
Accounts the shares of Employer  Stock and cash so repaid and shall restore the shares of Employer  Stock and cash  forfeited  from his
Accounts.  Any shares of Employer  Stock and cash which the Committee so restores  shall be made from  Forfeitures  which are otherwise
available to reduce  Employer  contributions,  provided the repayment is made in the last quarter of the  Accounting  Year and any such
Forfeitures  exceed the number of shares of Employer  Stock and the amount of cash to be restored.  Otherwise the Employer shall make a
special  contribution in an amount  sufficient to restore such forfeited shares of Employer Stock and cash. The reemployed  Participant
shall be entitled  to vest in such  restored  Accounts  as if the  Employer  contributions  for the shares of  Employer  Stock and cash
restored had been made in the applicable years.



          
  5.13(b).       Repayment of Cash  Distributions.  If the reemployed  Participant  received a distribution solely consisting of cash
(in lieu of Employer  Stock) he must repay to the Trust Fund the same  amount of cash that he  received as a result of his  termination
of  employment  by not later than the earlier of (i) five (5) years after his  reemployment,  or (ii) the date he first incurs five (5)
consecutive  One Year Breaks in Service.  Upon receipt by the Trustee of the entire amount of the  reemployed  Participant's  repayment
the Committee shall cause the Employer to restore to the Participant  the additional  amount of cash that would have been  distributed.
The Committee shall then cause the Trustee,  as of the next  succeeding  Valuation Date, to credit such repaid and restored cash to the
Participant's  Other  Investments  Accounts  (and the  appropriate  subdivision  of such  accounts).  Any cash which the  Committee  so
restores shall be made from  Forfeitures  which are otherwise  available to reduce  Employer  contributions,  provided the repayment is
made in the last  quarter of an  Accounting  Year and any such  Forfeitures  exceed the amount of cash to be restored.  Otherwise,  the
Employer shall make a special  contribution in an amount  sufficient to restore such forfeited cash. The reemployed  Participant  shall
be entitled to vest in such restored  accounts as if the number of shares of Employer Stock  purchased  with such restored  amounts had
been purchased from Employer contributions in the applicable years preceding his reemployment.



35




          
      5.14.         Qualified  Domestic  Relations  Orders.  Benefit  payments to an  alternate  payee  pursuant to a Qualified  Domestic
Relations Order may be distributed  prior to a Participant's  termination of employment or death, but shall not be distributed prior to
the date the Participant reaches Attained Age fifty (50), unless the Participant  terminates  employment prior to reaching Attained Age
fifty (50).  The amount and form of benefit payments shall be computed in accordance with the provisions of Article V hereof.



          
        5.15.         Eligible Rollover Distributions;  Required Tax Withholding;  Notice.
 The amount of any Eligible Rollover Distribution
made as hereinafter  defined to a terminated or retired  Participant  shall be subject to twenty percent (20%)  withholding for federal
income taxes unless the terminated  employee  elects in writing before the Eligible  Rollover  Distribution  is made to have the entire
Eligible  Rollover  Distribution paid directly to an Eligible  Retirement Plan. An Eligible  Rollover  Distribution made after December
31, 1992 to a surviving  spouse  shall be subject to twenty  percent  (20%)  withholding  for federal  income taxes unless the Eligible
Rollover  Distribution  is directly  rolled over to an Eligible  Retirement  Plan.  The taxable  portion of a nonperiodic  payment to a
nonspouse  beneficiary  shall be subject to ten percent  (10%)  voluntary  withholding  for federal  income  taxes.  The Trustee  shall
transmit to the U.S.  Treasury  Department  the amounts so withheld  within the time required by law. Prior to making any such Eligible
Rollover  Distribution  and income tax  withholding,  the Committee shall furnish each recipient of an Eligible  Rollover  Distribution
with the notice  required  by Section  402(f) of the  Internal  Revenue  Code and the  information  required by the  relevant  Treasury
Department regulations thereunder.



          
         The following definitions apply to this Section 5.15:


	 	        (a)   
Eligible Rollover Distribution. An eligible rollover distribution is any
distribution of all or any portion of the balance to the credit of the
Participant, except an eligible rollover distribution does not include: (i) any
distribution which is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the Participant or the joint lives (or joint life expectancies) of the
participant and the Participant’s designated beneficiary, or for a
specified period of ten years or more; (ii) any Internal Revenue Code
§ 401(a)(9) required minimum distribution; (iii) the portion of
any distribution which is not includible in gross income (determined without
regard to the exclusion of net unrealized appreciation with respect to employer
securities); (iv) any in-service hardship withdrawal distribution from a
Participant’s Employee Pre-Tax Contributions Account; and (v) any
distribution which otherwise would be an eligible rollover distribution, except
when the total distributions to the Participant during that calendar year are
reasonably expected to be less than $200. 






	 	        (b)   
Eligible Retirement Plan. An eligible retirement plan is an individual
retirement account described in Internal Revenue Code § 408(a), an
individual retirement annuity described in Internal Revenue Code
§ 408(b), an annuity plan described in Internal Revenue Code
§ 408(a), an annuity contract described in Internal Revenue Code
§ 403(b), an eligible plan under Internal Revenue Code
§ 457(b), or a qualified trust described in Internal Revenue Code
§ 408(a), which accepts the Participant’s or alternate
payee’s Eligible Rollover Distribution. However, in the case of an Eligible
Rollover Distribution to the surviving spouse, and Eligible Retirement Plan must
be either an individual retirement account or individual retirement annuity. 






36




  	 	        (c)   
 Direct  Rollover.  A direct  rollover is a payment by the Plan to the Eligible  Retirement Plan specified by
 the distributee.






                    Any  distribution  under this Plan may  commence  less than thirty (30) days after the notice  required  under  Treas.  Reg.ss.
1.411(a)-11(c) is given provided that:


	 	        (a)   
the Committee clearly informs the Participant that the Participant has a right
to a period of at least thirty (30) days after receiving the notice to consider
the decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option); and 







	 	        (b)   
the Participant after receiving the notice affirmatively elects distribution.







          
   5.16.         Reemployment  After a Military  Leave;  Make-up  Contributions.  An  Employee  who is on a military  leave and who is
reemployed  within the time required by law after the expiration of his military leave may make Participant  make-up  contributions for
the period of his military leave, based on his deemed  Compensation  during his military leave as defined in Section 1.13 hereof.  Such
make-up  contributions  may be made in either a single payment or in installments and must be made during the period beginning with the
date of the  Member's  reemployment  after his military  leave equal to the lesser of (i) three times the period of his military  leave
and (ii) five years. As soon as reasonably  practicable after any such Participant  make-up  contributions are made, the Employer shall
make the  Matching  Employer  Contributions  that  would  have  been made  during  the  Participant's  military  leave on such  make-up
contributions.



ARTICLE VI


THE COMMITTEE


                   
6.01.         Composition  and Duties of Committee.  The Board of Directors of the  Sponsoring  Employer shall appoint three (3) or
more persons to be known as the  Committee to administer  the Plan,  keep records of individual  Participant  benefits,  and notify the
Participants  of the value of their  Accounts  annually.  The  Employer  will  notify the  Trustee  of the names of the  members of the
Committee and of any changes in membership that may take place from time to time.



          
       6.02.         Term; No  Compensation.  All members of the Committee  shall serve until their  resignation or dismissal by the Board
of Directors of the Sponsoring  Employer and vacancies  shall be filled in the same manner as the original  appointments.  The Board of
Directors of the Employer may dismiss any member of the  Committee at any time with or without  cause.  No  compensation  shall be paid
members of the Committee from the Trust Fund for services on such Committee.



37




          
  6.03.         Claims  Procedure.  The Committee  shall from time to time  establish  rules for the  administration  of the Plan and
transaction  of its business  consistent  with the terms of the Plan.  Without  limiting the  generality of the above  sentence,  it is
specifically  provided that the Committee shall set forth in writing,  available for inspection by any interested party, the procedures
to be followed  in  presenting  claims for  benefits  under the Plan.  The  Committee  shall rely on the  records of the  Employer,  as
certified to it, with respect to any and all factual  matters  dealing with the  employment of an Employee or  Participant.  In case of
any factual  dispute  hereunder,  the  Committee  shall  resolve  such dispute  giving due weight to all evidence  available to it. The
Committee shall interpret the Plan and shall determine all questions arising in the  administration,  interpretation and application of
the Plan. All such  decisions,  interpretations  and  determinations  shall be final,  conclusive and binding except to the extent that
they are appealed  under the following  claims  procedure.  In the event that the claim of any person to all or any part of any payment
or benefit under this Plan shall be denied,  the Committee shall provide to the claimant,  within sixty (60) days after receipt of such
claim, a written notice setting forth, in a manner calculated to be understood by the claimant:



	 	        (i)   
      The specific reason or reasons for the denial;







	 	        
 (ii)        Specific references to the pertinent Plan provisions on which the denial is based;








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






	 	        
(iv)        An explanation of the Plan's appeal procedure.







Within sixty (60) days
after receipt of the above material, the claimant shall have a reasonable
opportunity to appeal the claim denial to the Committee for a full and fair
review. The claimant or his duly authorized representative: 


	 	        
                           (i)         May request a review upon written notice to the Committee;








	 	        
                           (ii)        May review pertinent documents; and







	 	        
                           (iii)       May submit issues and comments in writing.







                    A  decision  by the  Committee  will be made not later than sixty (60) days  after  receipt of a request  for  review,  unless
special  circumstances  require an extension of time for processing,  in which event a decision should be rendered as soon as possible,
but in no event later than one hundred and twenty (120) days after such receipt.  The  Committee's  decision on review shall be written
and 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.  All such  decisions,  interpretations  and  determinations
by the Committee shall be final, conclusive and binding.



38



          
     6.04.         Required Vote; Records of Committee.  Except as otherwise  specifically provided herein, every decision and action of
the  Committee  shall be valid if  concurred  in by a majority of the members then in office,  which  concurrence  may be had without a
formal  meeting.  The Committee  shall select a Secretary,  who may or may not be a  Participant  in the Plan,  and any other  officers
deemed  necessary and shall adopt rules  governing its  procedures  not  inconsistent  herewith.  The Committee  shall keep a permanent
record of its meetings and actions.



          
    6.05.         Directing  Payments.  The  Committee  shall  direct the  Trustee in writing to make  payments  from the Trust Fund to
Participants  who qualify for such payments  hereunder.  Such written  order to the Trustee shall specify the name of the  Participant,
his Social Security number, his address, and the amount and the form of distribution of such payments.



          
     6.06.         Nondiscrimination.  The Committee  shall not take action or direct the Trustee to take any action with respect to any
of the  benefits  provided  hereunder  or otherwise in  pursuance  of the powers  conferred  herein upon the  Committee  which would be
discriminatory  in favor of Limited  Participants  who are Highly  Compensated  Employees,  or which  would  result in  benefiting  one
Participant,  or group of Participants,  at the expense of another or in discrimination  between Participants  similarly situated or in
the application of different rules to substantially similar sets of facts.


          
         6.07.         Written  Instructions  to Trustee.  The  Trustee may request  instructions  in writing  from the  Committee  on other
matters and may rely and act thereon.



          
         6.08.         Duty to  Maintain  Participant  Accounts.  The  Trustee  shall be  responsible  for the  maintenance  of  Participant
Accounts.  Except as provided in Section 5.10,  however,  the Trustee need not segregate  Accounts  among  Participants  for investment
purposes.



          
       6.09.         Employment of Counsel.  The Committee may employ such legal counsel,  accountants,  and other agents as it shall deem
advisable.  The Employer shall pay, or cause to be paid from the Trust Fund, the  compensation  of such legal counsel,  accountants and
other agents and any other expenses incurred by the Committee in the administration of the Plan and Trust.



          
      6.10.         Indemnification.  The Sponsoring  Employer shall indemnify and save the members of the Committee,  and any persons to
whom the Committee has allocated or delegated its  responsibilities  in accordance  with the  provisions  hereof,  as well as any other
fiduciary  who is also an  officer,  director  or  employee of an  Employer,  and each of them,  harmless  from and against any and all
claims,  loss,  damages,  expense and liability arising from their  responsibilities  in connection with the administration of the Plan
and Trust Fund and not otherwise paid or reimbursed by insurance, unless the same shall result from their own willful misconduct.



39



ARTICLE VII


THE TRUST
FUND AND TRUSTEE

          
         7.01.         Trust  Agreement.  The  Sponsoring  Employer  has entered into a Trust  Agreement  with the Trustee to hold the funds
necessary to provide the benefits set forth in this Plan.


          
         7.02.         Trust Fund.  The Trust Fund shall be received,  held in trust,  and disbursed by the Trustee in  accordance  with the
provisions of the Trust  Agreement  and this Plan.  No part of the Trust Fund shall be used for or diverted to purposes  other than for
the exclusive benefit of Participants,  retired Participants,  disabled Participants,  their Beneficiaries or Contingent  Beneficiaries
under this Plan.  No person  shall have any  interest  in, or right to,  the Trust  Fund or any part  thereof,  except as  specifically
provided for in this Plan or the Trust Agreement.


          
         7.03.         Removal of Trustee.  The Board of Directors may remove the Trustee at any time upon the notice  required by the terms
of the Trust  Agreement,  and upon such removal or upon the resignation of a Trustee,  the Board of Directors shall appoint a successor
Trustee.



          
      7.04.         Powers of Trustee.  The Trustee shall have such powers to hold, invest,  reinvest,  control and disburse the funds as
at that time shall be set forth in the Trust Agreement or this Plan.



          
    7.05.         Trust  Agreement Part of the Plan. The Trust  Agreement  shall be deemed to form a part of the Plan and all rights of
Participants or others under this Plan shall be subject to the provisions of the Trust Agreement.



          
        7.06.         Settlement of Accounts of Trustee.  The Trust Agreement may contain provisions  granting authority to the Employer to
settle the accounts of the Trustee on behalf of all persons having or claiming an interest in the Trust Fund.



ARTICLE VIII


AMENDMENT AND
TERMINATION


                   
8.01.         Amendment  of Plan.  The  Sponsoring  Employer  hereby  reserves  the right,  at any time,  by action of its Board of
Directors or the  Executive  Committee of the Board of  Directors,  or any delegee of the Board of  Directors,  to modify or amend,  in
whole or in part,  any or all of the  provisions  of the Plan,  including  specifically  the right to make  such  amendments  effective
retroactively,  if necessary,  to bring the Plan into conformity with  government  regulations  which must be complied with so the Plan
and Trust Fund may be eligible  for tax  benefits.  The Board of Directors  may  delegate  its  authority to amend this Plan to certain
designated officers of the Sponsoring Employer,  subject to whatever  restrictions or limitations the Board may deem to be necessary or
appropriate.  No  modification  or amendment shall make it possible for Trust assets to be used for or diverted to, purposes other than
the exclusive  benefit of Participants  and former  Participants  and their  Beneficiaries.  The  effectiveness of any amendment of the
Plan is expressly conditioned on the continued  qualification of the Plan, as revised by such amendment,  under the relevant provisions
of the Internal Revenue Code of 1986, as amended.



40



          
       8.02.         Termination  of Plan.  The  Sponsoring  Employer may, by action of its Board of Directors,  terminate the Plan at any
time.



          
     8.03.         Full  Vesting  of  Accounts  on  Plan  Termination.  If the  Sponsoring  Employer  terminates  the  Plan,  completely
discontinues  contributions,  or partially  terminates the Plan, the Committee  shall compute the value of the Accounts of the affected
Participants.  The Accounts of such  Participants  and any other  persons  having an interest in the Trust Fund  computed in the manner
aforementioned  shall then immediately vest and become  nonforfeitable.  The interest of each such Participant shall, at the discretion
of the  Sponsoring  Employer,  either (i) be  distributed,  or (ii)  continue  to be held in the Trust Fund and  distributed  upon each
Participant's retirement, death, disability or termination of employment.



          
        8.04.         Return of Mistaken/Nondeductible  Employer Contributions.  Notwithstanding anything contained herein to the contrary,
and pursuant to Section 403(c)(2) of the Employee  Retirement Income Security Act of 1974, upon the Employer's  request, a contribution
which was made by the Employer under a mistake of fact, or conditioned  upon  qualification  of the Plan or any amendment  thereof,  or
upon the  deductibility of the  contribution  under Section 404 of the Internal Revenue Code of 1986, shall be returned to the Employer
within one year after the payment of the  contribution,  the denial of the  qualification  or the disallowance of the deduction (to the
extent disallowed), whichever is applicable.



ARTICLE IX


MISCELLANEOUS PROVISIONS

          
         9.01.         Corporate  Merger or  Consolidation.  In the event of a merger or consolidation of the Employer or transfer of all or
substantially  all of its assets to any other  corporation,  provisions may be made by such  successor  corporation at its election for
the continuance of this agreement and the Stock Bonus Plan created  hereunder as to such successor  entity.  Such successor shall, upon
its election to continue this Plan,  be  substituted  in place of the Employer by an  instrument  duly  authorizing  such  substitution
accompanied  by a certified  copy of the  resolutions  of the Board of Directors of the Employer  and its  successor  authorizing  such substitution  and delivered to the Trustee,  and the Trustee and all  Participants  hereunder  shall be  authorized  to recognize  such
successor in the place of the Employer.


          
         9.02.         Plan Transfer or Merger.  In the case of any merger or  consolidation  with or transfer of assets or  liabilities  of
this Plan to any other Plan,  such merger,  consolidation  or transfer  shall by its terms  provide that each  Participant  of the Plan
would (if the Plan then terminated)  receive a benefit  immediately after the merger,  consolidation,  or transfer which is equal to or
greater  than the benefit he would have been  entitled to receive  immediately  before the merger,  consolidation,  or transfer (if the
Plan had then terminated).


41



          
    9.03.         Plan Benefits Not Subject to Claims of Creditors.  None of the benefits or  beneficial  interests  under the Plan are
subject to the claims of creditors of Participants or their  Beneficiaries,  and will not be subject to attachment,  garnishment or any
other legal process  except  pursuant to a Qualified  Domestic  Relations  Order as defined in Section  414(p) of the Internal  Revenue
Code.  Neither a Participant nor his Beneficiaries may assign,  sell, borrow on, or otherwise  encumber any of his beneficial  interest
in the Plan and Trust Fund,  nor shall any such benefits be in any manner liable for or subject to the deeds,  contracts,  liabilities,
engagements, or torts of any Participant or Beneficiary.



          
   9.04.         No  Contractual  Obligation.  Although it is the  intention of the Employer that this Plan shall be continued and its
contributions  made  regularly,  this Plan is entirely  voluntary on the part of the Employer,  and the continuance of the Plan and the
payments thereunder are not assumed as a contractual obligation of the Employer.



          
    9.05.         Suspension  of Employer  Contributions.  The  Sponsoring  Employer  specifically  reserves  the right in its sole and
uncontrolled  discretion and by its official and authorized acts, to modify,  suspend (in whole or in part) at any time or from time to
time and for any period or periods, or to discontinue at any time the contributions under this Plan.



          
       9.06.         No Right of  Employment.  Nothing  contained  in this Plan shall be deemed to give any  Participant  or Employee  the
right to be retained  in the service of an Employer or to  interfere  with the right of an Employer to  discharge  any  Participant  or
Employee at any time regardless of the effect which such discharge shall have upon such individual as a Participant in the Plan.



          
      9.07.         Governing Law. This Plan shall be construed in accordance  with the laws of the State of Missouri,  except where such
laws are superseded by the Employee Retirement Income Security Act of 1974, as amended, in which case such Act shall control.



          
       9.08.         Distribution  to a  Minor  or  Incompetent.  In  making  any  distribution  to or for the  benefit  of any  minor  or
incompetent  the  Committee,  in its sole,  absolute and  uncontrolled  discretion  may,  but need not,  order the Trustee to make such
distribution  to a legal or  natural  guardian,  and any such  guardian  shall  have full  authority  and  discretion  to  expend  such
distribution  for the use and benefit of such minor or incompetent,  and the receipt of such guardian shall be a complete  discharge to
the Trustee, without any responsibility on its part or on the part of the Committee to see to the application thereof.



          
     9.09.         Named  Fiduciaries.  For purposes of Part 4 of Title I of the Employee  Retirement  Income  Security Act of 1974, the
Sponsoring  Employer,  the Trustee,  and the Committee shall each be named  fiduciaries.  All actions by named  fiduciaries shall be in
accordance  with the terms of this Plan and of the Trust insofar as such  documents are  consistent  with the  provisions of Title I of
the Employee  Retirement  Income  Security Act of 1974.  Each named  fiduciary  shall act solely in the  interest of  Participants  and
Beneficiaries  and for the  exclusive  purpose of providing  benefits and  defraying  reasonable  administrative  expenses.  Each named
fiduciary shall discharge his respective  duties hereunder 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 matters would use in the conduct of an enterprise of a
like character and with like aims.  Without  limiting the generality of the above,  it is  specifically  provided that the  appointment
and retention of the members of the Committee is a duty of the Sponsoring Employer for purposes of this Section 9.09.



42



          
     9.10.         Committee and Trustee  Responsibilities.  The Committee shall be responsible for the administration and management of
the Plan except for those duties herein specifically  allocated to the Trustee or reserved by the Sponsoring  Employer.  Subject to the
objectives  and  purposes  of the Plan (as  recited  in the  preamble  to Article V of the Trust  Agreement),  the  Trustee  shall have
exclusive  responsibility  for the  management  and  control of the assets of the Plan  except to the  extent the  Sponsoring  Employer
directs the purchase of Employer Stock from the treasury stock of the Sponsoring  Employer.  Each named  fiduciary shall be responsible
only for the specific  duties  assigned above and shall not be directly or indirectly  responsible  for the duties  assigned to another
fiduciary.  The Committee shall be deemed the plan administrator for purposes of the Employee Retirement Income Security Act of 1974.



          
   9.11.         Nondiversion  Clause.  There shall be no  diversion of any portion of the assets of the Trust Fund other than for the
exclusive benefit of Participants and their Beneficiaries.



          
       9.12.         Voting  Rights.  Each  Participant  shall be  entitled  to vote in the manner set out in this  section  all shares of
Employer Stock  credited to his Accounts or to tender or exercise  similar rights with respect to all or part of the shares of Employer
Stock  credited to his  Accounts,  irrespective  of whether such  Accounts are derived from Company or  Participant  contributions  and
irrespective  of whether all or a part of the  Employer  Stock  credited to such  Accounts  may not yet have  become  fully  vested and
nonforfeitable.



                    The Committee shall determine,  as of the latest  practicable date  contemporaneous  with or prior to the record date for each
meeting of  stockholders,  the number of shares of Employer Stock credited to each  Participant's  Accounts.  The Committee  shall then
furnish  each  Participant  prior to such  meeting  the proxy  statement  for the  meeting  together  with a form to be returned to the
Committee  on which the  Participant  may set forth his  instructions  for the  voting of  shares of  Employer  Stock  credited  to his
Accounts.  Upon receipt of such  instructions  the  Committee  shall  instruct the Trustee to vote such shares in  accordance  with the
Participant's  instructions.  If, within such  reasonable  period of time prior to any such meeting of stockholders as may be specified
by the Committee no  instructions  shall have been received by the Committee from such  Participant,  the Committee  shall instruct the
Trustee  to vote,  in person or by proxy,  such  shares  of  Employer  Stock in the  manner  determined  by the  Committee  in its sole
discretion.  The Committee  shall,  in its sole  discretion,  also be entitled to direct the Trustee how to vote all shares of Employer
Stock held by the Trustee upon any matters as to which as a practical  matter no  instructions  can be given by  Participants  prior to
any meeting.



          
    9.13.         Table of  Contents;  Captions.  The Table of  Contents  and the  captions  have been  placed in this Plan solely as a
matter of  convenience  and for  reference.  They do not  describe  the scope or intent  of this  Plan and they  shall not  affect  its
interpretation.



43



ARTICLE X


ROLLOVER
CONTRIBUTIONS AND ESOP TRANSFERS


                   
10.01.        Eligible Rollover  Contributions.  A nonbargaining  Employee of an Employer who has had distributed to him his entire
interest in and Eligible  Retirement  Plan,  may,  regardless of whether he is presently  eligible to  participate  in this Plan and in
accordance with procedures approved by the Committee,  transfer part or all of the distribution  received from such Eligible Retirement
Plan to the Trust Fund for this Plan provided the following conditions are satisfied:



	 	        (a)   
 the transfer is made directly from the Eligible Retirement Plan; and








	 	        (b)   
  the amount transferred does not include any Participant after-tax contributions.








                    The Committee  shall  develop such  procedures,  and may require such  information  from the Employee  desiring to make such a
transfer,  as it deems  necessary or desirable to determine  that the  proposed  transfer  will meet the  requirements  of this Section
10.01.  Upon  approval by the  Committee,  the amount  transferred  shall be  deposited  in the Trust Fund and shall be credited to the
Employee's Rollover  Account/Other  Investments and Rollover Account/Stock  (hereinafter referred to as "Rollover Accounts").  Rollover
Accounts  may not be invested in  diversified  investments  under  Section  4.08  hereof.  Upon a transfer by an Employee  who is not a
Participant hereunder, his Rollover Accounts shall represent his sole interest in the Plan until he becomes a Participant.



                    If an Employee  transfers assets as provided in this Section 10.01, the fair market value of the assets  transferred  shall be
credited to his Rollover  Account/Other  Investments  and sold.  As soon as reasonably  practicable  the proceeds from the sale of such
transferred  assets in his  Rollover  Account/Other  Investments  shall be  invested  as a part of the  entire  Trust Fund in shares of
Employer Stock.



                    A  Participant  may elect at any time to withdraw  from his  Rollover  Accounts  all or any part of (i) the shares of Employer
Stock then credited to such Stock Account,  and (ii) the amount then constituting such Other Investments  Account.  Any such withdrawal
shall be made in  accordance  with the  provisions of Section 5.06 (even though the  Participant  has not attained age  fifty-nine  and
one-half  (59 1/2)) in shares of  Employer  Stock and in cash for the  fractional  shares  and the  amount  distributable  from such Other
Investment  Accounts.  If a  Participant  who has not Attained Age  fifty-nine  and one-half  (59-1/2)  requests a withdrawal  from his
Rollover  Accounts,  such request shall not be granted  unless the  Participant  acknowledges  in writing that he understand the amount
withdrawn



	 	        
                           (i)         will be subject to a ten percent (10%) federal excise tax penalty;








	 	        

                           (ii)        will also be taxed as ordinary income for federal income tax purposes; and








44



	 	        
                           (iii)       will be reported to the Internal Revenue Service for such purposes.








          
  10.02.        ESOP Transfer  Contributions.  Any Employee who is either (1) a Participant making contributions  pursuant to Section
2.02(a) of this Plan as of December 31, 1989, or (2) a Limited  Participant  as of December 31, 1989,  and who receives a  distribution
from the  Leggett  & Platt,  Incorporated  Employee  Stock  Ownership  Plan  (herein  referred  to as the  "ESOP")  as a result  of the
termination  of the ESOP,  may elect to have the entire amount of such  distribution  transferred to the Trust Fund under this Plan and
credited to his ESOP Transfer  Account/Other  Investments  and ESOP Transfer  Account/Stock.  Such election shall be made in writing on
forms  provided by the  Committee.  ESOP  Transfer  Contributions  shall be  transferred  directly  from the trustee of the ESOP to the
Trustee of this Plan as soon as reasonably practicable following the termination of the ESOP.



                    A  Participant  may  elect at any time to  withdraw  from his ESOP  Transfer  Accounts  all or any part of (i) the  shares  of
Employer Stock then credited to such Stock Account,  and (ii) the amount then  constituting such Other  Investments  Account.  Any such
withdrawal  shall be made in  accordance  with the  provisions  of Section  5.06 (even  though the  Participant  has not  attained  age
fifty-nine  and one-half  (59 1/2)) in shares of Employer Stock and in cash for the fractional  shares and the amount  distributable  from
such other  Investment  Accounts.  If a Participant  who has not Attained Age  fifty-nine and one-half  (59-1/2)  requests a withdrawal
from his ESOP Transfer  Accounts,  such request shall not be granted unless the Participant  acknowledges in writing that he understand
that the amount withdrawn



	 	        
                           (i)         will be subject to a ten percent (10%) federal excise tax penalty;








	 	        
                           (ii)        will also be taxed as ordinary income for federal income tax purposes;







	 	        
                           (iii)       will be reported to the Internal Revenue Service for such purposes.







          
     10.03.        Vesting  in  Rollover  Contributions  and  ESOP  Transfer  Contributions.   A  Participant's  Rollover  Account/Other
Investments,  Rollover Account/Stock,  ESOP Transfer Account/Other  Investments,  and ESOP Transfer Account/Stock shall be fully vested
at all time.



          
   10.04.        Adjustment of Rollover  Accounts and ESOP Transfer  Accounts.  After the Rollover Accounts and ESOP Transfer Accounts
become a part of the Trust Fund  pursuant  to Section  10.01 and  Section  10.02 they shall  share in the gains and losses of the Trust
Fund, in accordance with the terms of Section 4.02 and Section 4.03.



          
     10.05.        Distribution of Rollover  Accounts and ESOP Transfer Accounts upon Disability.  When the Employee retires  (including
retirement for Total and Permanent  Disability),  he shall be entitled to a distribution of the full value of his Rollover Accounts and
ESOP Transfer  Accounts,  determined as of the Valuation Date  coincident  with or  immediately  following his  retirement,  unless the
distribution is not made within 60 days after such Valuation Date, in which event, the  distributable  amount shall be calculated as of
the monthly Valuation Date immediately  preceding the actual  distribution or in accordance with the provisions of Section 5.10 hereof,
whichever is applicable.  Such distribution shall be made in the form of payment elected in accordance with Section 5.09.



45



          
        10.06.        Distribution  of Rollover  Accounts and ESOP Transfer  Accounts upon Death.  If the Employee dies before his Rollover
Accounts  and ESOP  Transfer  Accounts are  distributed  to him,  his  Beneficiary  shall be entitled to the full value of his Rollover
Accounts and ESOP Transfer  Accounts  determined as of the Valuation Date coincident  with or immediately  following his date of death,
unless the  distribution  is not made within 60 days after such  Valuation  Date,  in which event,  the  distributable  amount shall be
calculated as of the monthly  Valuation Date  immediately  preceding the actual  distribution  or in accordance  with the provisions of
Section 5.10 hereof,  whichever is applicable.  Such full value shall be applied to provide a Death Benefit in accordance  with Section
5.03 hereof.



          
       10.07.        Distribution  of Rollover  Accounts  and ESOP  Transfer  Accounts  upon  Termination
of  Employment.  If an Employee
terminated  employment for any reason other than retirement or death, his Rollover  Accounts and ESOP Transfer  Accounts shall continue
to be held in the Trust Fund, and shall share in the gains and losses thereof in accordance  with Section 4.02 and Section 4.03,  until
the first to occur of (i) the date the Employee  requests such funds be  transferred  to another  funding  medium,  (ii) the Employee's
death, or (iii) the date benefits become payable to the Employee under the terms of this Plan.



          
    10.08.        Form of Distribution.  Any former Employee or retired  Employee who is entitled to a distribution  under the terms of
this Plan may request,  and the Committee shall agree to, a lump sum distribution of his entire vested interest  hereunder,  as soon as
reasonably  practicable,  unless  the  distribution  is not made  within  60 days  after  such  Valuation  Date,  in which  event,  the
distributable  amount shall be  calculated  as of the monthly  Valuation  Date  immediately  preceding  the actual  distribution  or in
accordance with the provisions of Section 5.10 hereof,  whichever is applicable in order that such  distribution may (i) be transferred
to an Individual  Retirement  Account described in Section 408(a) of the Internal Revenue Code of 1986, as amended,  or (ii) be applied
to purchase an Individual  Retirement  Annuity described in Section 408(b) of such Code, or (iii) be transferred to an employee's trust
described  in  Section  401(a) of the Code  which is exempt  from tax under  Section  501(a)  of the  Code.  Upon the  transfer  of the
Employee's entire vested interest, the Employee shall be entitled to no further benefits under the terms of the Plan.



ARTICLE XI


TAX EQUITY
AND FISCAL

RESPONSIBILITY ACT OF 1982

TOP-HEAVY PROVISIONS


                   
11.01.        Application.  The provisions of this Article XI shall only be applicable if the Plan becomes  "top-heavy" (as defined
in Section  416(g) of the Internal  Revenue  Code),;  i.e.,  generally,  if sixty percent (60%) or more of the value of the Accounts of
Participants  of this Plan as of any  "determination  date" (as  defined in Section  416(g)(4)  of the Code,  i.e.,  December 31 of the
immediately  preceding  Plan Year)  beginning  as of December 31,  1983,  is  attributable  to "key  employees"  (as defined in Section
416(i)(1) of the Code),  including the accrued  benefits of any defined  benefit plan which must be  mandatorily  aggregated  with this
Plan under Section 416 of the Internal  Revenue Code. For this purpose prior to January 1, 2002,  benefit  payments to "key  employees"
during the Accounting Year (ending with such determination  date) or in any of the four (4) immediately  preceding calendar years shall
be taken into  account.  From and after January 1, 2002,  only benefit  payments  during the one year period ending on the  determining
date  shall be  taken  into  account,  including  any  terminated  plan,  had it not been  aggregated  with  this  plan  under  Section
416(g)(2)(A)(i)  of the Internal  Revenue Code.  In the case of a benefit  payment for any reason other than  separation  from service,
death or disability,  this provision shall be applied by taking into account not only benefit  payments to "key  employees"  during the
Accounting  Year  (ending with the  determination  date),  but also each of the four (4)  immediately  preceding  calendar  years.  The
present value of accrued  benefits in any defined benefit plan sponsored by the Employer which must be mandatorily  aggregated for this
purpose,  shall be  determined  on the basis of the  actuarial  assumptions  then being used to comply with Section  401(a)(25)  of the
Internal  Revenue  Code.  If the Plan  becomes  "top-heavy"  as of any  determination  date,  then  effective  in the  next  succeeding
Accounting Year, the provisions of this Article XI shall apply.



46



          
        11.02.        Special  Minimum  Contribution.  If this Plan becomes  "top-heavy,"  the minimum  employer  contribution  required by
Section  416(c) of the  Internal  Revenue Code shall be satisfied by the defined  benefit plan  maintained  by the Employer  which also
covers all the Employees who are covered by this Plan.



          
      11.03.        Key Employee  Defined.  The term "key employee"  shall have the same meaning as is specified in Section  416(i)(1) of
the Internal  Revenue Code,  i.e., 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 Internal  Revenue 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 Internal Revenue Code. The determination of who is a
"key employee" will be made in accordance with section 416(i)(1) of the Internal Revenue Code and the applicable  regulations and other
guidance of general applicability issued thereunder.




47




                                                              SCHEDULE I

                                                    LIST OF PARTICIPATING EMPLOYERS

                                                         AS OF JANUARY 1, 2002

                                                    WHO ARE ENTITLED TO PARTICIPATE

                                                  IN THIS PLAN BY BRANCH AND LOCATION





48




SIGNATURES


                   
IN WITNESS  WHEREOF,  the Sponsoring  Employer has caused this Restated Plan to be executed this _____ day of December,  2001,
to be  effective  as of January 1, 2002,  except as  otherwise  indicated,  by its Vice  President,  Human  Resources,  pursuant to the
resolutions of the Board of Directors, dated May 12, 1999, a certified copy of which is attached.




	ATTEST:                     
                     
                     
(SEAL)


	  	LEGGETT & PLATT, INCORPORATED, the Sponsoring Employer


	 
	By: 	 

	Secretary 	  	John Hale
Vice President, Human Resources