<PAGE>

                                                                   EXHIBIT 10.9

                             TROVER SOLUTIONS, INC.

                            RETIREMENT SAVINGS PLAN

                  (AS AMENDED AND RESTATED AS OF JUNE 6, 1997)


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>           <C>                                                                                            <C>
SECTION 1. Definitions........................................................................................1

SECTION 2. Participation.....................................................................................10
     2.01     Participation..................................................................................10
     2.02     Collective Bargaining Unit.....................................................................11

SECTION 3. Contributions and Accounts........................................................................12
     3.01     Elective Deferrals.............................................................................12
     3.02     Matching Contributions.........................................................................12
     3.03     Company Contributions..........................................................................13
     3.04     Forfeitures....................................................................................13
     3.05     Rollover Contributions.........................................................................13
     3.06     Form of Contributions..........................................................................14
     3.07     Accounts.......................................................................................14

SECTION 4. Plan Accounting and Investments...................................................................14
     4.01     Allocation of Contributions....................................................................14
     4.02     Allocation of Earnings and Losses..............................................................15
     4.03     Investment of Accounts.........................................................................15
     4.04     Loans..........................................................................................16
     4.05     Participating Companies........................................................................18

SECTION 5. Eligibility for Benefits..........................................................................20
     5.01     Retirement.....................................................................................20
     5.02     Disability.....................................................................................21
     5.03     Death    ......................................................................................21
     5.04     Termination of Employment Prior to Normal Retirement Age.......................................21
     5.05     Vesting Schedule...............................................................................21
     5.06     Participant Consent............................................................................23
     5.07     In-Service Withdrawals.........................................................................24
     5.08     Hardship Withdrawals...........................................................................24
     5.09     Calculation of Years of Service................................................................26
     5.10     Forfeiture.....................................................................................26
     5.11     Restoration of Forfeited Accrued Benefit.......................................................27
     5.12     Beneficiary....................................................................................28
     5.13     Uniformed Services Rights......................................................................28
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>           <C>                                                                                            <C>
SECTION 6. Payment of Benefits...............................................................................29
     6.01     Distributions..................................................................................29
     6.02     Minimum Distribution Requirements..............................................................31
     6.03     Eligible Rollover Distributions................................................................32
     6.04     Qualified Annuity Elections....................................................................33

SECTION 7. Claims Procedure..................................................................................34
     7.01     Claim for Benefit..............................................................................34
     7.02     Decision on Claim..............................................................................35
     7.03     Review Procedure...............................................................................35
     7.04     Time Periods...................................................................................35

SECTION 8. Administration....................................................................................35
     8.01     Administrative Committee.......................................................................35
     8.02     Powers and Duties..............................................................................36
     8.03     Officers and Agents............................................................................37
     8.04     Reliance Upon Reports..........................................................................37

SECTION 9. Trust Fund and Trustee............................................................................37
     9.01     Trust Agreement................................................................................37
     9.02     Investment Committee...........................................................................37
     9.03     Expenses and Compensation......................................................................37

SECTION 10. Top Heavy Rules..................................................................................38
     10.01    Definitions....................................................................................38
     10.02    Determination of Top Heavy Status..............................................................39
     10.03    Minimum Employer Contribution..................................................................40
     10.04    Vesting Table..................................................................................40
     10.05    Amendment to Vesting Schedule..................................................................41

SECTION 11. Miscellaneous....................................................................................41
     11.01    Nondiversion...................................................................................41
     11.02    Return of Company Contributions................................................................41
     11.03    Nonassignability...............................................................................42
     11.04    Certificates Concerning Board Action...........................................................43
     11.05    Construction...................................................................................44
     11.06    Indemnity of Employees.........................................................................44
     11.07    Merger.........................................................................................44
     11.08    Internal Revenue Code..........................................................................44
     11.09    Annual Additions...............................................................................45
     11.10    Status of Participants.........................................................................52
     11.11    Incapacitated Recipient........................................................................53
</TABLE>


                                      ii
<PAGE>

<TABLE>
<S>           <C>                                                                                            <C>
     11.12    Discretionary Acts.............................................................................53
     11.13    Notices to Administrator.......................................................................53
     11.14    Unclaimed Account Procedure....................................................................53
     11.15    Use of IRS Compliance Programs.................................................................54
     11.16    Use of Electronic Media........................................................................54

SECTION 12. Fiduciary Responsibilities.......................................................................54
     12.01    Named Fiduciaries..............................................................................54
     12.02    Powers and Responsibilities....................................................................54
     12.03    Allocation of Responsibilities.................................................................55
     12.04    Employees......................................................................................55
     12.05    Funding Policy.................................................................................55

SECTION 13. Nondiscrimination Testing Rules..................................................................55
     13.01    Limitation on the Amount of Elective Deferrals.................................................55
     13.02    Nondiscrimination Testing of Elective Deferrals - ADP Test.....................................57
     13.03    Nondiscrimination Testing of Matching Contributions - ACP Test.................................61
     13.04    Multiple Use Test..............................................................................64
     13.05    Special Rules..................................................................................66
     13.06    Definitions....................................................................................68

SECTION 14. Amendment and Termination........................................................................71
     14.01    Amendment......................................................................................71
     14.02    Termination....................................................................................71
</TABLE>


                                      iii
<PAGE>

                             TROVER SOLUTIONS, INC.
                            RETIREMENT SAVINGS PLAN

                  (AS AMENDED AND RESTATED AS OF JUNE 6, 1997)

         This is a 401(k) profit sharing plan adopted as of June 6, 1997,
         amended and restated as of January 1, 1998, and now amended and
         restated as of June 6, 1997. The Plan was originally adopted by
         Healthcare Recoveries, Inc. Trover Solutions, Inc. is a successor of
         Healthcare Recoveries, Inc. An Employee's benefits under this Plan
         shall be determined based on the Plan as in effect (based on the
         effective dates in this document and any amendments) on the effective
         date of the Employee's termination of employment.

                                  SECTION 1.

                                  Definitions

1.01     "Account" means collectively and individually the accounts established
         and maintained by the Administrator to reflect the interest of a
         Participant in the Fund. In addition to any other accounts the
         Administrator may establish and maintain, the Administrator may
         establish and maintain separate accounts for each Participant to be
         designated as follows:

         (a)      "Deferral Account" which shall reflect a Participant's
                  interest in Elective Deferrals made under Section 3.01.

         (b)      "Matching Account" which shall reflect a Participant's
                  interest in matching contributions made by the Company under
                  Section 3.02.

         (c)      "Company Account" which shall reflect a Participant's
                  interest in contributions made by the Company under Section
                  3.03.

         (d)      "Rollover Account" which shall reflect a Participant's
                  interest in Rollover Contributions.

         (e)      "Prior Company Account" which shall reflect a Participant's
                  interest in contributions that are made by a Participant's
                  prior employer which are not 100% vested and which are
                  transferred to the Plan in a trust-to-trust transfer (other
                  than by Rollover Contributions) from the Medaphis Employees'
                  Retirement Savings Plan.

         In addition, the Administrator shall allocate the interest of a
         Participant in any funds transferred to the Plan in a trust-to-trust
         transfer (other than Rollover Contributions) or pursuant to the merger
         of another tax-qualified retirement plan with the Plan among the


<PAGE>

         Participant's Accounts as the Administrator determines best reflects
         the interest of the Participant.

1.02     "Accrued Benefit" means, with respect to a Participant, the
         Nonforfeitable balance of his Account as of any date.

1.03     "Administrator" shall have the meaning set forth in Section 8.01.

1.04     "Anniversary Date" means each December 31.

1.05     "Beneficiary" shall mean any person or entity designated by a
         Participant, in accordance with Section 5, to receive any sum or sums
         payable as provided in this Plan after the death of such Participant.
         If no designation is made, or if the designated person is not living
         at the death of the Participant, the Beneficiary shall be determined
         in accordance with Section 5. The designation may include multiple
         Beneficiaries and contingent designations. Unless otherwise
         designated, multiple Beneficiaries alive at the Participant's death
         shall share equally. The Participant may revoke or amend the
         designation at any time in accordance with Section 5.

1.06     "Break in Service" means the failure an Employee to perform an Hour of
         Service during the twelve consecutive month period commencing on a
         Severance Date.

1.07     "Cashout" means a total distribution of the present value of a
         Participant's Accrued Benefit.

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

1.09     "Company" means Trover Solutions, Inc., and its successors and assigns
         and any Employer or successor that adopts the Plan and becomes a party
         to the Trust Agreement. Trover Solutions, Inc. is a successor of
         Healthcare Recoveries, Inc.

1.10     "Company Stock" means a share or shares of any class of stock issued
         by the Primary Sponsor or an Employer which constitutes employer
         securities with respect to the Primary Sponsor within the meaning of
         Code Section 4978(e)(5).

1.11     "Company Stock Fund" means an Individual Fund that is primarily
         invested in Company Stock.

1.12     "Compensation" shall have the meaning set forth in subsection (a),
         subject to subsections (b) and (c):

         (a)      Wages actually paid or made available by the Company to an
                  Employee during a Plan Year for personal services rendered in
                  the course of employment as defined in Section 3401 of the
                  Code for purposes of income tax withholding at the source,
                  subject to the following: (1) Compensation shall include any
                  amount which is


                                       2
<PAGE>

                  contributed by the Company pursuant to a salary reduction
                  agreement and which is not includible in the gross income of
                  the Participant by reason of Code section 125, 132(f)(4)
                  (effective January 1, 2001), 402(e)(3), 402(h) or 403(b). (2)
                  Compensation shall not include any amounts paid before the
                  Employee became a Participant. (3) Compensation shall not
                  include fringe benefits, expense reimbursements or
                  allowances, moving expenses, or welfare benefits. (4)
                  Compensation shall be 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
                  Code section 3401(a)(2)).

         (b)      The Compensation of each Participant taken into account for
                  determining all benefits provided under the Plan for any Plan
                  Year shall not exceed $150,000, as adjusted for increases in
                  the cost-of-living in accordance with Code section
                  401(a)(17)(B). The cost-of-living adjustment in effect for a
                  calendar year applies to any period, not exceeding 12 months,
                  over which Compensation is determined (determination period)
                  beginning in such calendar year. If a determination period
                  consists of fewer than 12 months, the annual compensation
                  limit is an amount equal to the otherwise applicable annual
                  compensation limit multiplied by a fraction, the numerator of
                  which is the number of months in the short determination
                  period, and the denominator of which is 12. If compensation
                  for any prior determination period is taken into account in
                  determining a Participant's allocations for the current Plan
                  Year, the Compensation for such prior determination period is
                  subject to the applicable annual compensation limit in effect
                  for that prior determination period.

         (c)      The annual compensation of each Participant taken into
                  account in determining allocations for any Plan Year
                  beginning after December 31, 2001, shall not exceed $200,000,
                  as adjusted for cost-of-living increases in accordance with
                  Section 401(a)(17)(B) of the Code. Annual compensation means
                  compensation during the plan year or such other consecutive
                  12-month period over which compensation is otherwise
                  determined under the Plan (the determination period). The
                  cost-of-living adjustment in effect for a calendar year
                  applies to annual compensation for the determination period
                  that begins with or within such calendar year. This
                  subsection (c) is intended as good faith compliance with the
                  requirements of the Economic Growth and Tax Relief
                  Reconciliation Act of 2001 ("EGTRRA") and is to be construed
                  in accordance with EGTRRA and guidance issued thereunder.
                  This subsection shall be effective for the first day of the
                  first Plan Year beginning after December 31, 2001, and this
                  subsection shall supersede the provisions of the Plan to the
                  extent those provisions are inconsistent with this
                  subsection.

1.13     "Disability" means a disability of a Participant within the meaning of
         Code Section 72(m)(7), to the extent that the Participant is, or would
         be, entitled to disability retirement


                                       3
<PAGE>

         benefits under the federal Social Security Act or to the extent that
         the Participant is entitled to recover benefits under any long term
         disability plan or policy maintained by the Company. The determination
         of whether or not a Disability exists shall be determined by the
         Administrator in its sole discretion and shall be substantiated by
         competent medical evidence. Disability for purposes of the Plan shall
         not include any disability arising before a Participant's original
         date of employment for the Employer.

1.14     "Elective Deferral" means a contribution of the Company on behalf of a
         Participant pursuant to Section 3.01.

1.15     "Employee" means, subject to (a) and (b), any individual who is
         classified by the Company as an employee of the Company for Federal
         income tax withholding purposes, but the term "Employee" shall exclude
         leased employees, employees classified as temporary employees (subject
         to Section 2.02(b)), and nonresident aliens within the meaning of Code
         section 7701(b)(1)(B) who receive no earned income within the meaning
         of Code section 911(d)(2) from the Company which constitutes income
         from sources within the United States within the meaning of Code
         section 861(a)(3), or who receive such earned income but it is all
         exempt from income tax in the United States under the terms of an
         income tax convention.

         (a)      If it determined that an individual who has not been
                  classified as an employee by the Employer (for example, an
                  individual classified by the Employer as an independent
                  contractor or a leased employee) should be reclassified as an
                  employee of the Employer, such reclassification shall be
                  effective for all purposes under the Plan prospectively from
                  the date of the final determination, even though the
                  reclassification otherwise has an earlier effective date. The
                  purpose of this provision is to exclude from participation in
                  the Plan all individuals who may actually be common law
                  employees of the Employer, but who are not paid as though
                  they were common law employees, regardless of the reasons
                  they are excluded from the payroll and regardless of whether
                  that exclusion is correct. Moreover, any individual who signs
                  an agreement with the Employer stating that they are not
                  eligible to participate in the Plan shall not be eligible to
                  participate during the term provided in the agreement,
                  whether they are common law employees or not.

         (b)      "Leased employee" means any person (other than an employee of
                  the recipient) who pursuant to an agreement between the
                  recipient and any other person ("leasing organization") has
                  performed services for the recipient (or for the recipient
                  and related persons determined in accordance with Section
                  414(n)(6) of the Code) on a substantially full time basis for
                  a period of at least one year, and such services are
                  performed under primary direction or control of the
                  recipient. Contributions or benefits provided a leased
                  employee by the leasing organization which are attributable
                  to services performed for the recipient employer shall be
                  treated as provided by the recipient employer. A leased
                  employee shall not be


                                       4
<PAGE>

                  considered an employee of the recipient if: (i) such employee
                  is covered by a money purchase pension plan providing: (1) a
                  nonintegrated employer contribution rate of at least 10
                  percent of compensation (as defined in Section 415(c)(3) of
                  the Code), but including amounts contributed pursuant to a
                  salary reduction agreement which are excludable from the
                  employee's gross income under Section 125, 401(a)(8), 402(h)
                  or 403(b) of the Code, (2) immediate participation, and (3)
                  full and immediate vesting; and (ii) leased employees do not
                  constitute more than 20 percent of the recipient's nonhighly
                  compensated work force. An individual's Hours of Service
                  shall include hours credited as a leased employee for a
                  recipient organization.

1.16     "Employer" means (a) all corporations that are members of a controlled
         group of corporations (as defined in Section 414(b) of the Code and
         any regulations adopted thereunder) of which the Company is a member,
         (b) all trades or businesses (whether or not incorporated) which are
         under common control (as defined in Section 414(c) of the Code and any
         regulations adopted thereunder) and which include the Company, and (c)
         all employers that are members of an affiliated service group (as
         defined in Section 414(m) of the Code and any regulations adopted
         thereunder) of which the Company is a member or a similar organization
         described in Section 414(o) of the Code.

1.17     "Employment Date" means that date on which an Employee first performs
         an Hour of Service with the Employer or, in the alternative, on which
         an Employee again performs an Hour of Service following any period of
         severance which is not required to be taken into account in
         determining the Employee's period of Service.

1.18     "Entry Date" means the first day of each calendar month.

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

1.20     "FMLA Leave" means any unpaid leave of absence that is protected under
         the Family and Medical Leave Act of 1993, as amended from time to
         time, and any regulations thereunder.

1.21     "Forfeiture" means the amount forfeited, if any, in accordance with
         Section 5.10.

1.22     "Forfeiture Break in Service" means the occurrence of both (a)
         termination of employment (even if rehired) and (b) five consecutive
         Breaks in Service.

1.23     "Fund" means all assets held by the Trustee under the Plan, including
         all property delivered from time to time to the Trustee, and all
         proceeds and reinvestments thereof and all accumulations thereon, but
         excluding (a) all payments which at the time of reference shall have
         been made from the Fund by the Trustee, and (b) all amounts which have
         been segregated into a separate fund. Each separate fund shall remain
         a part of the Trust.


                                       5
<PAGE>

1.24     "Highly Compensated Employee" means any employee who: (a) was a
         5-percent owner at any time during the determination year or the
         look-back year, or (b) for the look-back year, had Compensation from
         the Employer in excess of $80,000. The $80,000 amount is adjusted at
         the same time and in the same manner as under section 415(d), except
         that the base period is the calendar quarter ending September 30,
         1996. For the purpose of this Section the applicable Plan Year of the
         Plan for which a determination is being made is called a determination
         year and the preceding 12-month period is called a look-back year. A
         highly compensated former employee is based on the rules applicable to
         determining highly compensated employee status as in effect for that
         determination year, in accordance with section 1.414(q)-1T, A-4 of the
         temporary Income Tax Regulations and Notice 97-75. In determining
         whether an Employee is a Highly Compensated Employee for the Plan Year
         beginning in 1997, the amendments to Section 414(q) are treated as
         having been in effect under this Plan for the Plan Year beginning in
         1996. For purposes of this Section 1.24, "Compensation" shall have the
         meaning set forth in Section 1.14, but without regard to Section
         1.14(a)(2) and (3).

1.25     "Hour of Service" means each hour determined as follows:

         (a)      Each hour for which an Employee is paid, or entitled to
                  payment, for the performance of duties for the Employer.
                  These hours will be credited to the Employee for the Plan
                  Year in which the duties are performed.

         (b)      Each hour for which an employee is paid, or entitled to
                  payment, by the Employer on account of a period of time
                  during which no duties are performed (irrespective of whether
                  the employment relationship has terminated) due to vacation,
                  holiday, illness, incapacity (including disability), layoff,
                  jury duty, military duty or leave of absence. No more than
                  501 Hours of Service shall be credited under this subsection
                  (b) for any single continuous period (whether or not such
                  period occurs in a single Plan Year). Hours under this
                  subsection shall be calculated and credited pursuant to
                  section 2530.200b-2 of the Department of Labor Regulations
                  which is incorporated herein by this reference.

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

         (d)      No Hour of Service shall be credited under more than one
                  subsection of this section. The Employer shall credit
                  Employees with Hours of Service on the basis of the "actual"
                  method, which is the determination of Hours of Service from
                  records of hours worked and hours for which the Employer
                  makes payment or for which payment is due from the Employer.
                  When records are not available, an


                                       6
<PAGE>

                  Employee shall be deemed to work 45 hours for each calendar
                  week in which the Employee is credited with at least one Hour
                  of Service.

         (e)      Solely for purposes of determining whether a Break in Service
                  for participation and vesting purposes has occurred in a
                  computation period, an individual who is absent from work due
                  to a statutory leave shall receive credit for the Hours of
                  Service which would otherwise have been credited to such
                  individual, or in any case in which such hours cannot be
                  determined, 8 Hours of Service per day of such absence. For
                  purposes of this subsection, an absence from work due to a
                  statutory leave means an absence (1) by reason of the
                  pregnancy of the individual, (2) by reason of a birth of a
                  child of the individual, (3) by reason of the placement of a
                  child with the individual in connection with the adoption of
                  such child by such individual,(4) for purposes of caring for
                  such child for a period beginning immediately following such
                  birth or placement, or (5) that is an FMLA Leave. The Hours
                  of Service credited under this subsection shall be credited
                  either (A) in the computation period in which the absence
                  begins if the crediting is necessary to prevent a one-year
                  Break in Service in that period, or (B) in all other cases,
                  in the following computation period.

1.26     "Individual Funds" means two or more individual subfunds of the Fund
         (other than the Loan Fund) as may be established by the Administrator
         from time to time for the investment of the Fund.

1.27     "Investment Committee" means a committee which may be established to
         direct the Trustee with respect to investments of the Fund.

1.28     "Loan Fund" means the separate subfund of the Fund for the investment
         of a Participant's Account in a note made by the Participant
         evidencing a loan to the Participant from this Plan, or from a prior
         qualified retirement plan transferred to this Plan in a trust-to-trust
         transfer (other than in a direct rollover) or as a result of a merger
         of a tax-qualified retirement plan with this Plan.

1.29     "Matching Contributions" means contributions of the Company pursuant
         to Section 3.02.

1.30     "Rollover Contributions" means contributions of a Participant pursuant
         to Section 3.05.

1.31     "Nonforfeitable" means a Participant's or Beneficiary's right, legally
         enforceable against the Plan, to the Participant's Account, subject
         only to Section 5.11.

1.32     "Nonhighly Compensated Employee" means any Employee who is not a
         Highly Compensated Employee.

1.33     "Normal Retirement Age" means the age 65.


                                       7
<PAGE>

1.34     "Participant" means any Employee or former Employee who has qualified
         for participation in the Plan and whose Accrued Benefit has not been
         fully distributed.

1.35     "Plan" means the plan embodied in this instrument as amended from time
         to time. The term Plan shall include the Trust.

1.36     "Plan Year" means a 12 consecutive month period ending on an
         Anniversary Date.

1.37     "Primary Sponsor" means Trover Solutions, Inc.

1.38     "Service" means a period commencing on an Employee's Employment Date
         and ending on his Severance Date thereafter. The following rules shall
         apply:

         (a)      Notwithstanding the foregoing, if an Employee performs one
                  Hour of Service within 12 months of (1) a Severance Date
                  described in Section 1,36(a), or (2) the date the Employee
                  was first absent from service for any other reason, any
                  period of severance which would otherwise occur shall be
                  ignored and be required to be taken into account in computing
                  the Employee's period of Service.

         (b)      The period between the first anniversary and second
                  anniversary of an absence from service for the reasons
                  specified in Plan Section 1.36(b) shall be neither a period
                  of severance or a period of Service.

         (c)      If the Employer acquires a substantial part of the assets of
                  another corporation, or merges with another corporation and
                  is the surviving entity, then the Service performed for such
                  prior corporation or entity by an Employee who becomes
                  employed by the Company as a result of the acquisition or
                  merger shall be credited as service in the manner provided,
                  with the consent of the Company, in resolutions adopted by
                  the Company.

1.39     "Severance Date" means the earlier of:

         (a)      the date on which an Employee quits, is discharged, retires
                  or dies; or

         (b)      (1) the first anniversary of the first date of a period in
                  which an Employee remains absent from service (with or
                  without pay) with the Plan Sponsor for any other reason, such
                  as vacation, layoff, or leave of absence; or (2) in the case
                  of an Employee who remains absent from service beyond the
                  first anniversary of the first day of absence by reason of
                  the Employee's pregnancy, the birth of the Employee's child,
                  the placement of a child in the Employee's home or adoption
                  by the Employee, or the caring for the child for the period
                  immediately following its birth or adoption, the second
                  anniversary of the first day of absence from service.


                                       8
<PAGE>

1.40     "Termination Completion Date" means the last day of the fifth
         consecutive Break in Service computation period, determined under the
         Section which defines Break in Service, in which a Participant
         completes a Break in Service.

1.41     "Trust" means the trust created a Trust Agreement known as the
         "Healthcare Recoveries, Inc. Retirement Savings Trust," which was
         established under an agreement between the Healthcare Recoveries, Inc.
         and the Trustee to hold the Fund, or any successor agreement.

1.42     "Trustee" means National City Bank and any successor trustee or
         trustees.

1.43     "Valuation Date" means each business day as determined by the
         Administrator.

1.44     "Years of Service" means , with respect to each Employee, the number
         of years and fractions of a Year of Service credited to that Employee.
         The following rules shall apply:

         (a)      In the case of an Employee who incurs a Break in Service,
                  Years of Service completed prior to the Break in Service
                  shall not be considered in calculating the Employee's
                  nonforfeitable percentage of his Accrued Benefit under Plan
                  Section 5.05 until the Employee has completed a one-year
                  period of Service after such Break in Service.

         (b)      In the case of an Employee who completes five consecutive
                  Breaks in Service, all Years of Service in Plan Years after
                  his Termination Completion Date shall be disregarded in
                  determining the vested portion of his Accrued Benefit derived
                  from Company contributions which accrued before his
                  Termination Completion Date.

         (c)      In the case of an Employee who incurs a Break in Service and
                  at that time does not have any vested right in Company
                  contributions, any Years of Service completed by him prior to
                  such Break in Service shall be disregarded for purposes of
                  determining the vested percentage of his right to such
                  contributions if the consecutive period of severance equals
                  or exceeds his prior Years of Service, whether or not
                  consecutive, completed before such Break in Service.


                                       9
<PAGE>

                                  SECTION 2.

                                 Participation

2.01     Participation.

         (a)      Subject to Section 2.02, any Employee who is not already a
                  Participant, who has completed at least one Hour of Service
                  shall automatically become a Participant on the Entry Date
                  (if employed on that date) coinciding with or next following
                  the completion of one Hour of Service. If a Participant
                  ceases to be employed by the Company and then resumes
                  employment by the Company, he shall upon such reemployment,
                  resume participation. If an Employee who has satisfied the
                  service requirement for participation is separated from
                  service on the applicable Entry Date, and if he returns to
                  service after that Entry Date, he shall commence
                  participation immediately upon his return. Any other Employee
                  who separates from service and who subsequently returns shall
                  become a Participant in accordance with the first sentence
                  above. Each individual who was a member of the Medaphis
                  Employee's Retirement Savings Plan as of the date immediately
                  preceding the date of the separation of Healthcare
                  Recoveries, Inc. from Medaphis Corporation shall become a
                  Participant of the Plan as of the Effective Date.

         (b)      Notwithstanding the exclusion of temporary employees pursuant
                  to Section 1.15, an individual who is classified as a
                  temporary employee shall be deemed an Employee eligible to
                  become a Participant upon satisfaction of the eligibility
                  requirements set forth in this Section 2.02(b). An employee
                  who is classified by the Company as a temporary employee, who
                  has attained age 21, and who has completed 1,000 Hours of
                  Service within that Employee's initial Employment Year, shall
                  automatically become a Participant on the Entry Date (if
                  employed on that date) coinciding with or next following the
                  end of that Employee's initial Employment Year. After an
                  Employee's initial Employment Year, (1) the eligibility
                  computation period for that Employee shall be the Plan Year
                  which includes the first anniversary of the Employee's
                  initial Employment Year, and where additional eligibility
                  computation periods are necessary, succeeding Plan Years, and
                  (2) that Employee shall, if he has attained age 21,
                  automatically become a Participant on the Entry Date
                  coinciding with or next following (if employed on that date)
                  the end of the Plan Year during which that Employee completes
                  1,000 Hours of Service. Any Employee who has satisfied the
                  service requirement, but not the age requirement, shall
                  automatically become a Participant on the Entry Date (if
                  employed on that date) coinciding with or next following the
                  date the Employee attains age 21. As used in this subsection
                  (b), the following terms shall have the following meanings:
                  (1) "Employment Date" shall mean the date on which the
                  Employee is first credited with an Hour of Service for the
                  Employer; (2) "Employment Year" shall mean a computation


                                      10
<PAGE>

                  period that consists of a twelve consecutive month period
                  beginning on an Employment Date; and "Entry Date" shall mean
                  each January 1 and July 1. For the purpose of determining
                  Hours of Service under this Section 2.01, references in
                  Section 1.25 to the "Plan Year" shall be deemed references to
                  the appropriate twelve month period determined under this
                  Section 2.01. This subsection shall be effective beginning
                  January 1, 2002.

         (c)      Subject to Section 2.02, if an individual becomes an Employee
                  of the Company by reason of an acquisition by the Company of
                  a controlling interest in, or a substantial part of, all the
                  assets of the individual's prior employer, and if the
                  Employee was covered under a plan of the prior employer
                  meeting the requirements of Code Section 401(a), such
                  Employee shall become a Participant as of the date of his
                  employment by the Company as an Employee.

2.02     Collective Bargaining Unit. The following provisions are applicable to
         members of a collective bargaining unit:

         (a)      No Employee who is a member of a collective bargaining unit
                  shall become a Participant, unless the applicable collective
                  bargaining agreement provides otherwise.

         (b)      If a Participant does not terminate employment but becomes a
                  member of a collective bargaining unit, then unless the
                  applicable collective bargaining agreement provides
                  otherwise, any election to defer Compensation under Section
                  3.01 shall be deemed revoked, and he shall not be eligible to
                  make any Elective Deferrals and he shall not share in the
                  allocation of Company or Matching contributions, if any,
                  after he became a member of the collective bargaining unit.
                  However, during such period, the Participant's Account shall
                  continue to share fully in gain and loss allocations of the
                  Fund.

         (c)      If a former Participant, or an Employee who is not a
                  Participant, ceases to be a member of a collective bargaining
                  unit, he shall participate in the Plan immediately if he has
                  satisfied the eligibility requirements of Section 2.01 and
                  would have been a Participant had he not been a member of a
                  collective bargaining unit during his period of service with
                  the Company. Years of Service shall be calculated without
                  regard to whether an Employee is a member of a collective
                  bargaining unit.

         (d)      For purposes of this section 2.02, an Employee is a member of
                  a collective bargaining unit if he is included in a unit of
                  employees covered by an agreement which the Secretary of
                  Labor finds to be a collective bargaining agreement between
                  employee representatives and the Company if there is evidence
                  that retirement benefits were the subject of good faith
                  bargaining between such employee representative and the
                  Company. The term "employee representatives"


                                      11
<PAGE>

                  does not include an organization more than one half the
                  members of which are owners, officers or executives of the
                  Employer.

                                  SECTION 3.

                           Contributions and Accounts

3.01     Elective Deferrals. Each Participant shall be entitled to make an
         election authorizing the Company to withhold a portion of the
         Participant's Compensation per payroll period and contribute such
         amount to the Trust. Such contributions shall be allocated to the
         Participant's Deferral Account. The election must be made before the
         Compensation is payable and may only be made pursuant to an agreement
         between the Participant and the Company, which shall be in such form
         and subject to such rules and limitations as the Plan Administrator
         may prescribe and shall specify the percentage of Compensation that
         the Member desires to defer and to have contributed to the Fund. A
         Participant may revoke or modify his or her election to change the
         rate of future deferrals, at any time effective as of the beginning of
         the payroll period which follows the Administrator's processing of the
         revocation or modification pursuant to normal administrative
         procedures made in the manner and pursuant to the rules established by
         the Administrator. The contribution made by the Company on behalf of a
         Participant under this Section 3.01 shall be in an amount equal to the
         amount specified in the Member's deferral election, but not greater
         than 16 percent of the Participant's Compensation. The percentage
         limitation in the preceding sentence, and other references to
         Compensation in this Section 3.01, applies to each separate payroll of
         the Participant. Notwithstanding the foregoing, the Administrator may
         reduce the amount that certain Highly Compensated Employees may elect
         to defer in their deferral elections to a percentage less than 16
         percent of Compensation, if the Administrator deems such reduction
         necessary for the Plan to comply with one or more of the following
         limitations: (a) Section 13.01 (relating to the annual limit on
         Elective Deferrals set forth in Code Section 402(g)), (b) Section
         13.02 and 13.03 (relating to the non-discrimination testing
         limitations under Code Sections 401(k)(3) and 401(m)), and (c) Section
         11.09 (relating to the limit on "annual additions" within the meaning
         of Code Section 415).

3.02     Matching Contributions. The Company may make Matching Contributions in
         accordance with the formulas and rules set forth below. Effective as
         of the first day of each Plan Year, the Administrator shall establish
         two groups of Participants. The first group shall consist of each
         Participant whose Compensation for the Plan Year, as reflected in the
         Company's payroll records, is $20,000 or less. The second group shall
         consist of each Participant whose Compensation for the Plan Year is
         more than $20,000. For purposes of establishing the two Participant
         groups, each Participant's Plan Year Compensation shall be determined
         by the Administrator in its discretion based on the Company's payroll
         records, and "Compensation" shall mean base Compensation only as of
         the first day of the Plan Year, excluding any overtime, bonuses or
         projected


                                      12
<PAGE>

         compensation increases. The Company's Matching Contribution for
         Participants in each group will be an amount to be determined by the
         Company expressed as a percentage of Elective Deferrals made on behalf
         of a Participant pursuant to section 3.01, to the extent that such
         contribution does not exceed a specified percentage level of the
         Participant's Compensation specified by the Company for each group.
         The Matching Contribution percentage, as well as the specified maximum
         percentage level, may be different for each group, but the percentages
         for the first group shall not be any less than the percentages for the
         second group. The Company shall specify the Matching Contribution
         percentage and the maximum percentage level of the Participant's
         Compensation made under this 3.02 prior to the beginning of the Plan
         Year and such percentage shall remain in effect for subsequent Plan
         Years until the Company specified new percentages in accordance with
         the section 3.02. The Company's Matching Contribution percentage and
         the maximum percentage level of the Participant's Compensation under
         this section 3.02 shall be applied separately for each payroll period.
         Matching Contributions shall be allocated to the Participant's
         Matching Account. Notwithstanding the foregoing, the percentage of
         Matching Contribution expressed as a percentage of the Participant's
         Elective Deferral shall be 50 percent of the percentage that otherwise
         would have been made by the Company pursuant to this Section 3.02 if
         the Participant directs the Administrator in accordance with Section
         4.03 to invest such Matching Contribution in an Individual Fund other
         than the Company Stock Fund.

3.03     Company Contributions. In addition to Matching Contributions under
         section 3.02, the Company may contribute to the Trust from time to
         time such other amounts, or nothing, as the Company in its sole
         discretion may determine from time to time, as Company contributions.

3.04     Forfeitures. Any Forfeitures for a Plan Year shall first be applied to
         pay Plan expenses for the Plan Year in which the Forfeitures occur.
         Any Forfeitures remaining after payment of expenses shall be applied
         to reduce the amount of Matching Contributions the Company would
         otherwise make under section 3.02 for the Plan Year in which the
         Forfeitures occur. Such expenses are limited as described in Section
         9.03.

3.05     Rollover Contributions. Subject to the Administrator's consent, a
         Participant who is an Employee may make a Rollover Contribution to
         this Plan from another "qualified retirement plan" or from a "conduit
         IRA," in accordance with such rules and conditions as the
         Administrator may prescribe. A Rollover Contribution is a contribution
         attributable to an eligible rollover distribution as described in
         Section 6.03. Any Rollover Contribution a Participant makes to this
         Plan shall be held in the Participant's Rollover Account, which is
         always 100% Nonforfeitable and is subject to the distribution rules
         set forth in this Plan. A "qualified retirement plan" is any tax
         qualified retirement plan under Code ss.401(a) or any other plan from
         which distributions are eligible to be rolled over into this Plan
         pursuant to the Code, regulations, or other IRS guidance. A "conduit
         IRA" is an IRA that holds only assets that have been properly rolled
         over to that IRA from a qualified retirement plan under Code
         ss.401(a). To qualify as a Rollover Contribution


                                      13
<PAGE>

         under this Section, the Rollover Contribution must be transferred
         directly from the qualified retirement plan or conduit IRA in a direct
         rollover (as described in Section 6.03) or must be transferred to the
         Plan by the Participant within 60 days following receipt of the
         amounts from the qualified plan or conduit IRA. The Administrator may
         refuse to accept a Rollover Contribution if the Administrator
         reasonably believes the Rollover Contribution (a) is not being made
         from a proper plan or conduit IRA; (b) is not being made within 60
         days from receipt of the amounts from a qualified retirement plan or
         conduit IRA; (c) could jeopardize the tax-exempt status of the Plan;
         or (d) could create adverse tax consequences for the Plan or the
         Employer. Prior to accepting a Rollover Contribution, the
         Administrator may require the Employee to provide satisfactory
         evidence establishing that the Rollover Contribution meets the
         requirements of this Section. The Administrator may apply different
         conditions for accepting Rollover Contributions from qualified
         retirement plans and conduit IRAs. Any conditions on Rollover
         Contributions must be applied uniformly to all Participants.

3.06     Form of Contributions. Contributions may be made only in cash, Company
         Stock or other property which is acceptable to the Trustee.

3.07     Accounts. The Administrator shall maintain or cause to be maintained
         in the name of each Participant each of the Accounts designated in
         Section 1.01, except a separate Account need not be maintained if no
         Plan assets would be allocable to that Account. Each Account shall be
         adjusted as provided in the Plan to reflect contributions, income,
         gains, losses and other credits or changes attributable thereto.
         Although the Accounts will be maintained separately, the amounts in
         the Accounts may be commingled in the Fund and invested by the Trustee
         as Individual Funds. If a portion of a Participant's Account has been
         forfeited, but the Nonforfeitable portion of the Account has not been
         distributed, then the undistributed Accrued Benefit shall be held in a
         separate Account which shall be Nonforfeitable at all times, and an
         additional Account shall be maintained for that Participant, subject
         to Section 5, with respect to any additional contributions or
         Forfeitures to be allocated for the benefit of that Participant. At
         such time as the additional Account becomes Nonforfeitable, the two
         Accounts may be merged.

                                  SECTION 4.

                        Plan Accounting and Investments

4.01     Allocation of Contributions.

         (a)      Contributions made on behalf of each Participant (including
                  forfeitures during the Plan Year used to reduce such
                  contributions), and Rollover contributions, shall be
                  allocated to the Deferral Account, Matching Account and
                  Rollover Account, respectively, of the Participant on behalf
                  of whom the contributions were made.


                                       14
<PAGE>

         (b)      As of the last day of each Plan Year, Company contributions
                  made under Section 3.03 shall be allocated to the Company
                  Account of each Participant who was employed by the Company
                  on the last day of the Plan Year with respect to which the
                  contribution was made (including any Participant who
                  terminated employment during such Plan Year due to death,
                  Disability or retirement after age 65), in the proportion
                  that the Participant's Compensation bears to the Compensation
                  of all Participants entitled to an allocation under this
                  subsection 4.01(b).

4.02     Allocation of Earnings and Losses. The Trustee must value Plan assets
         at lest annually. Except as otherwise provided in the Plan and the
         Trust, as of each Valuation Date, the Trustee shall determine the net
         income or net loss of the Fund and shall allocate such amounts to the
         Accounts of Participants as hereinafter set forth.

         (a)      The net income or net loss of the Individual Funds shall be
                  allocated as of each Valuation Date to the Account of each
                  Participant in the proportion that the value of the Account
                  invested in the Individual Fund or Loan Fund as of the
                  preceding Valuation Date, increased by one-half of the total
                  contributions allocated to that Participant's Account since
                  the preceding Valuation Date and reduced by the full amount
                  of any withdrawals from that Participant's Account since that
                  Valuation Date, bears to the total value of all Accounts
                  invested in the Individual Fund or Loan Fund, respectively,
                  as of the preceding Valuation Date.

         (b)      Notwithstanding the foregoing, effective as of the time when
                  Valuation Dates were changed to a daily basis, the net income
                  or net loss of the Individual Funds shall be allocated as of
                  each Valuation Date to each Account in accordance with such
                  reasonable, uniform and nondiscriminatory procedures as the
                  Administrator may establish from time to time. The
                  Administrator has the authority to interpret the Plan's daily
                  valuation procedures for Plan administration purposes,
                  including Plan loans, benefit distributions and corrective
                  distributions.

4.03     Investment of Accounts. Until such time as the Administrator may
         direct otherwise, each Participant may direct that contributions to
         his Account be invested in one or more Individual Funds as the
         Participant shall designate by providing notice to the Administrator
         according to procedures established by the Administrator for that
         purpose. Prior to January 1, 2001, the reference to Account in the
         preceding sentence excluded the Participant's Matching Account, and,
         prior to January 1, 2001, all contributions to a Participant's
         Matching Account were invested in the Company Stock Fund. Effective as
         of January 1, 2001, contributions to a Participant's Matching Account
         shall be invested in the Company Stock Fund unless the Participant
         directs the Administrator, according to procedures established by the
         Administrator, to invest the contributions in an Individual Fund other
         than the Company Stock Fund. Effective as of January 1, 2001, a
         Participant may change the investment allocation of his or her
         Matching Account effective only as of the next following January 1 or
         July 1, and any investment allocation change with respect


                                      15
<PAGE>

         to the Participant's Matching Account shall apply only to future
         contributions and shall not apply to the Participant's existing
         Matching Account.

         (a)      All investment directions shall be in multiples of 25% of
                  contributions being made at any time or such lesser
                  percentage as may be specified by the Administrator from time
                  to time. A Participant can change the investment of his
                  current contributions or his existing Account at any time. A
                  new investment direction shall be effective as soon as
                  reasonably practicable after timely election is received by
                  the Administrator, provided that the election is made
                  according to the procedures established by the Administrator.

         (b)      An investment direction, once given, shall be deemed to be a
                  continuing direction until changed as otherwise provided
                  herein. If no direction is effective for the date a
                  contribution is to be made, all contributions which are to be
                  made for such date shall be invested in such Individual Fund
                  as the Administrator, the Investment Committee, the
                  Investment Manager, or the Trustee, as applicable, may
                  determine to best preserve principal. To the extent
                  permissible by law, no Fiduciary shall be liable for any
                  loss, which results from a Participant's exercise or failure
                  to exercise his investment election.

         (c)      Effective as of January 1, 2001, an investment election
                  change made by a Participant pursuant to this Section 4.03
                  shall apply only to future contributions unless the
                  Participant specifically elects to apply said election to his
                  or her existing Account. Notwithstanding the foregoing, any
                  investment allocation change with respect to the
                  Participant's Matching Account shall apply only to future
                  contributions and shall not apply to the Participant's
                  existing Matching Account. The following provision was
                  effective prior to January 1, 2001: A Participant who makes
                  an election pursuant to this Section 4.03 must apply the new
                  investment direction to both his current Account and all
                  future contributions.

4.04     Loans. Participants shall be entitled to borrow from the Fund, subject
         to the Plan's loan program, which consists of the rules set forth in
         this Section 4.04 and in the separate written loan policy implemented
         by the Administrator. The separate loan policy may prescribe
         procedures, conditions and limitations relating to loans, including
         the available sources of loans, events of default and default
         procedures.

         (a)      To receive a Participant loan, a Participant must sign a
                  promissory note along with a pledge or assignment of the
                  portion of the Participant's Accrued Benefit used for
                  security on the loan. Beneficiaries, alternate payees (under
                  Section 11.03), and Participants who are not Employees
                  (except parties in interest as defined in ERISA ss.3(14))
                  shall not be eligible for loans.

         (b)      Participant loans must be made available to Participants in a
                  reasonably equivalent manner taking into account the
                  Participant's ability to repay. The


                                      16
<PAGE>

                  Administrator may refuse to make a loan to any Participant
                  who is determined to be not creditworthy. For this purpose, a
                  Participant is not creditworthy if, based on the facts and
                  circumstances, it is reasonable to believe that the
                  Participant will not repay the loan.

         (c)      Each loan shall bear a reasonable rate of interest. For this
                  purpose, the interest rate charged on a Participant loan must
                  be commensurate with the interest rates charged by persons in
                  the business of lending money for loans under similar
                  circumstances.

         (d)      All Participant loans must be adequately secured. The
                  Participant's Accrued Benefit shall be used as security for a
                  Participant loan provided the outstanding balance of all
                  Participant loans made to such Participant does not exceed 50
                  percent of the Participant's Accrued Benefit, determined
                  immediately after the origination of each loan, and if
                  applicable, the spousal consent requirements described in
                  subsection 4.04(g) have been satisfied.

         (e)      A Participant loan must provide for level amortization with
                  payments to be made not less frequently than quarterly. A
                  Participant loan must be payable within a period not
                  exceeding 5 years from the date the Participant receives the
                  loan from the Plan, unless the loan is for the purchase of
                  the Participant's principal residence, in which case the loan
                  must be payable within a reasonable time commensurate with
                  the repayment period permitted by commercial lenders for
                  similar loans.

         (f)      A Participant loan may not be made to the extent such loan
                  (when added to the outstanding balance of all other loans
                  made to the Participant) exceeds the lesser of (1) $50,000
                  (reduced by the excess, if any, of the Participant's highest
                  outstanding balance of loans from the Plan during the
                  one-year period ending on the day before the date on which
                  such loan is made, over the Participant's outstanding balance
                  of loans from the Plan as of the date such loan is made) or
                  (2) one-half of the Participant's Accrued Benefit, determined
                  as of the Valuation Date coinciding with or immediately
                  preceding such loan, adjusted for any contributions or
                  distributions made since such Valuation Date. A Participant
                  may not receive a Participant loan of less than $1,000. A
                  Participant may not have more than one Participant loan
                  outstanding at any time.

         (g)      This subsection (g) shall apply to Participant loans that are
                  made prior to the elimination of the annuity provisions under
                  Section 6.01(d). A spouse's consent shall not be required for
                  Participant loans made after the elimination of the annuity
                  provisions under Section 6.01(d). If this subsection is
                  applicable, a Participant may not use his Accrued Benefit as
                  security for a Participant loan unless the Participant's
                  spouse, if any, consents to the use of such Accrued Benefit
                  as security for the loan. The spousal consent must be made
                  within the 90-


                                      17
<PAGE>

                  day period ending on the date the Participant's Accrued
                  Benefit is to be used as security for the loan. Spousal
                  consent is not required, however, if the value of the
                  Participant's total Accrued Benefit does not exceed $5,000.
                  Any spousal consent required under this subsection must be in
                  writing, must acknowledge the effect of the loan, and must be
                  witnessed by a plan representative or notary public. Any such
                  consent to use the Participant's Accrued Benefit as security
                  for a Participant loan is binding with respect to the
                  consenting spouse and with respect to any subsequent spouse
                  as it applies to such loan. A new spousal consent will be
                  required if the Accrued Benefit is subsequently used as
                  security for a renegotiation, extension, renewal, or other
                  revision of the loan, or for a new loan.

         (h)      A Loan Fund shall be established by the Trustee on behalf of
                  each Participant for whom a loan transfer is made pursuant to
                  this Section. The Loan Fund shall be credited with the amount
                  of any loan transferred to the Plan from another
                  tax-qualified retirement account and shall be debited with
                  all principal and interest repayments of any such loans.
                  Under rules established by the Administrator, a Participant's
                  interest in the Individual Funds shall be debited by the
                  amount credited to the Participant's Loan Fund. All principal
                  and interest repayments debited to the Loan Fund shall be
                  invested in the same manner as contributions to the
                  Participant's Account pursuant to Section 4.03. Each Loan
                  Fund shall be invested in a note or notes made by the
                  Participant evidencing the promised repayment of monies
                  loaned to the Participant from the Fund.

         (i)      Prior to March 1, 2002, loans shall only be made for the
                  purpose of enabling a Participant to meet an unusual or
                  special financial situation such as to pay for medical
                  expenses resulting from accident or sickness to the
                  Participant or his dependents, educational expenses for the
                  Participant's dependents, the purchase or renovation of his
                  principal residence or for such other unusual or special
                  financial situation as approved by the Administrator.

4.05     Participating Companies.

         (a)      Any Employer may adopt this Plan, and such adopting Employer
                  shall be a "Participating Company." Each Participating
                  Company shall be subject to the terms and conditions of this
                  Plan as in effect at the effective date of adoption by the
                  Participating Company and as subsequently amended from time
                  to time by the Primary Sponsor, subject to such modifications
                  as are set forth in the document evidencing the Participating
                  Company's adoption on the Plan. Unless the context of the
                  Plan clearly indicates to the contrary, the terms "Company"
                  and "Employer" mean the Primary Sponsor and each
                  Participating Company as relates to its adoption of the Plan.

         (b)      This Plan shall be deemed to be a single plan of all
                  Employers that have adopted this Plan. Employer contributions
                  shall not be accounted for separately, and all


                                      18
<PAGE>

                  Plan assets shall be available to pay benefits to all
                  Participants and their Beneficiaries. Employees may be
                  transferred among Participating Companies or employed
                  simultaneously by more than one Participating Company, and no
                  such transfer or simultaneous employment shall effect a
                  termination of employment, be deemed retirement or be the
                  cause of a Forfeiture or a loss of Years of Service under
                  this Plan. For purposes of determining Years of Service and
                  the payment of benefits upon death or other termination of
                  employment, all Participating Companies shall be deemed one
                  Employer. Any Participant employed by a Participating Company
                  during a Plan Year who receives any Compensation from a
                  Participating Company during that Plan Year shall receive
                  allocations for the Plan Year in accordance with Sections
                  4.02 and 4.03 based on his Compensation during that Plan Year
                  (such Participant shall receive an allocation under Sections
                  4.02 and 4.03 only if he is an Active Participant).

         (c)      Each Participating Company shall be deemed to have designated
                  irrevocably the Primary Sponsor as its sole agent (1) for all
                  purposes under Section 8 (including fixing the number of
                  members of, and the appointment and removal of, the
                  Administrative Committee, if any); (2) with respect to all
                  its relations with the Trustee (including the Trustee's
                  appointment and removal, and fixing the number of Trustees);
                  and (3) for the purpose of amending this Plan. A copy of each
                  amendment shall be delivered to each Participating Company.
                  The Administrator shall make any and all rules and
                  regulations which it shall deem necessary or appropriate to
                  effectuate the purpose of this Section 4.05, and such rules
                  and regulations shall be binding upon the Primary Sponsor,
                  the Participating Companies, the Participants and
                  Beneficiaries.

         (d)      Any Participating Company may withdraw its participation in
                  the Plan by giving written notice to the Administrator
                  stating that it has adopted a separate plan. The notice shall
                  be given at least six months prior to a designated Valuation
                  Date, unless the Administrator shall accept a shorter period
                  of notification. Promptly after the designated Valuation Date
                  the Administrator, based on values fixed by the Trustee,
                  shall establish the withdrawing Participating Company's
                  interest in the Fund, after a reduction for fees and other
                  expenses related to the Participating Company's withdrawal.
                  The Trustee shall then, in accordance with the
                  Administrator's instructions, transfer the withdrawing
                  Participating Company's interest in the Fund to the trustee
                  or other funding agent of the Participating Company's
                  separate plan. Neither the Trustee nor the Administrator
                  shall be obligated to transfer or direct the transfer of
                  assets under this Section until they are satisfied as to all
                  matters pertaining to the transfer, including, but not
                  limited to, the tax qualification of the plan into which the
                  transfer will be made. The Administrator and the Trustee may
                  rely fully on the representations and instructions of the
                  withdrawing Participating Company and shall be fully
                  protected and discharged with respect to any transfer made in
                  accordance with such representations or instructions. Any
                  transfer of assets in accordance with this


                                      19
<PAGE>

                  Section shall constitute a complete discharge of
                  responsibility of the Primary Sponsor, the remaining
                  Participating Companies, their Boards of Directors and
                  officers, and the Trustee without any responsibility on their
                  part collectively or individually to see to the application
                  thereof. The Administrator in its sole discretion shall have
                  the right to transfer the withdrawing Participating Company's
                  interest in the Fund to the new plan in the form of
                  installments, in cash, or in cash and kind and over a period
                  of time not to exceed one year following the designated
                  Valuation Date of the Participating Company's withdrawal. Any
                  assets which are invested in accordance with an investment
                  contract or agreement which by its terms precludes the
                  realization upon and distribution of such assets for a stated
                  period of time shall continue to be held by the Trustee under
                  the terms and conditions of this Plan until the expiration of
                  such period, subject to the Administrator's instructions.

         (e)      The Board of Directors of a Participating Company may at any
                  time terminate this Plan with respect to its Employees by
                  adopting a resolution to that effect and delivering a
                  certified copy to the Administrator. Section 14.02 shall
                  apply to a Participating Company's termination, but the
                  continuation of the Plan by the Primary Sponsor and other
                  Participating Companies shall not be affected. The
                  termination of the Plan with respect to a Participating
                  Company's Employees shall not effect a termination with
                  respect to an Employee of the Primary Sponsor or another
                  Participating Company if such Employee was not employed by
                  the terminating Participating Company on the effective date
                  of the termination, even though he may have been employed by
                  the terminating Participating Company at an earlier date. Any
                  fees and other expenses related to a Participating Company's
                  termination shall be charged against the Accounts of the
                  affected Participants. Upon termination of the Plan by any
                  Participating Company, the Administrator may in its sole
                  discretion direct the Trustee to segregate the Accounts of
                  all affected Participants into a separate fund, and the
                  Administrator may in its sole discretion direct the Trustee
                  to invest the separate fund only in cash equivalent type
                  investments. If the Administrator does not direct the
                  investment of the separate fund, it shall be invested by the
                  Trustee in the Trustee's sole discretion.

                                  SECTION 5.

                            Eligibility for Benefits

5.01     Retirement. Upon termination of a Participant's employment by the
         Employer for any reason on or after his Normal Retirement Age, the
         Administrator shall direct the Trustee to begin payment of the
         Participant's Accrued Benefit to him in accordance with Section 6,
         within a reasonable time after the Valuation Date coinciding with or
         next following the Participant's termination of employment.


                                      20
<PAGE>

5.02     Disability. If a Participant ceases to be employed by the Employer
         because of Disability, the Administrator shall direct the Trustee to
         begin payment of the Participant's Accrued Benefit to him in
         accordance with Section 6, within a reasonable time after the
         Valuation Date coinciding with or next following the date
         determination of Disability is made.

5.03     Death. If a Participant dies before he receives his Accrued Benefit,
         the Administrator shall direct the Trustee to pay the Participant's
         Accrued Benefit to his Beneficiary in accordance with Section 6.

5.04     Termination of Employment Prior to Normal Retirement Age. The
         following provisions shall apply, subject to Sections 5.06 and 6, with
         respect to a Participant who ceases to be employed by the Employer for
         any reason other than death or retirement on or after his Normal
         Retirement Age:

         (a)      Payment. The Administrator shall direct the Trustee to pay
                  the Participant's Accrued Benefit to him (or to his
                  Beneficiary if the Participant is deceased) within a
                  reasonable time after the Valuation Date coinciding with or
                  next following the Participant's termination of employment.
                  Effective as of the date annuities are eliminated under
                  Section 6.01(d), if the value of the participant's Accrued
                  Benefit does not exceed $5,000, it shall be distributed as
                  soon as administratively feasible following the Participant's
                  termination of employment.

         (b)      Distribution Prior to Forfeiture Break in Service. If the
                  Participant's Accrued Benefit attributable to Matching,
                  Company and Prior Company contributions is zero, the
                  Participant shall be deemed to have received a Cashout on the
                  date on which the Participant terminated employment.

5.05     Vesting Schedule. A Participant's Deferral Account and Rollover
         Account shall always be 100 percent Nonforfeitable. A Participant's
         Matching, Company and Prior Company Accounts shall be 100 percent
         Nonforfeitable upon and after his attaining Normal Retirement Age (if
         employed by the Employer on or after that date), or if his employment
         terminates as a result of death or Disability. If a Participant's
         employment terminates prior to his Normal Retirement Age for any
         reason other than death or Disability, then the Nonforfeitable
         percentage of his Matching and Company Accounts shall calculated based
         on the applicable schedule in subsection (a), (b) or (c) below, and
         the Nonforfeitable percentage of his Prior Company Account shall
         calculated based on the schedule in subsection (d) below. The
         Nonforfeitable portion of a Participant's Account is determined by
         multiplying the Participant's Nonforfeitable Percentage, determined
         under the applicable schedule, by the total amount under the
         applicable Account. The portion of the Participant's Account that is
         not Nonforfeitable shall be forfeited in accordance with Section 5.10.

         (a)      The following schedule shall apply to the calculation of the
                  Nonforfeitable percentage of Matching and Company Accounts of
                  any Employee who terminates


                                      21
<PAGE>

                  employment after December 31, 2001 and who either (1) becomes
                  a Participant on or after January 1, 2002, or (2) was a
                  Participant in the Plan as of December 31, 2001, but had
                  fewer than two Years of Service as of December 31, 2001:

                           Years of Service          Nonforfeitable Percentage
                           ----------------          -------------------------

                           Fewer than 2                            0
                           2 but fewer than 3                     20
                           3 but fewer than 4                     40
                           4 but fewer than 5                     60
                           5 but fewer than 6                     80
                           6 or more                             100

         (b)      The following schedule shall apply to the calculation of the
                  Nonforfeitable percentage of Matching and Company Accounts of
                  any Employee who (1) terminates employment after December 31,
                  2001, (2) was a Participant in the Plan as of December 31,
                  2001, and (3) had more than one Year of Service as of
                  December 31, 2001:

                           Years of Service          Nonforfeitable Percentage
                           ----------------          -------------------------

                           Fewer than 2                            0
                           2 but fewer than 3                     20
                           3 but fewer than 4                     40
                           4 but fewer than 5                     60
                           5 or more                             100

         (c)      The following schedule shall apply to the calculation of the
                  Nonforfeitable percentage of Matching and Company Accounts of
                  any Employee who terminates employment before January 1,
                  2002:

                           Years of Service          Nonforfeitable Percentage
                           ----------------          -------------------------

                           Fewer than 5                            0
                           5 or more                             100

         (d)      The following schedule shall apply to the calculation of the
                  Nonforfeitable percentage of Participants' Prior Company
                  Accounts:

                           Years of Service          Nonforfeitable Percentage
                           ----------------          -------------------------

                           Fewer than 2                            0
                           2 but fewer than 3                     50
                           3 or more                             100


                                      22
<PAGE>

         (e)      If amounts are distributed from a Participant's Matching
                  Account, Company Account or Prior Company Account at a time
                  when the Participant's vested percentage in such amounts is
                  less than 100% and the Participant may increase the vested
                  percentage: (a) a separate Account will be established for
                  the Participant's applicable interest in the Plan as of the
                  time of the distribution, and (b) at any relevant time, the
                  Participant's vested portion of the separate Account will be
                  equal to an amount ("X") determined by the formula: X = P
                  (AB + D) - D

                  Where: P is the vested percentage at the relevant time; AB is
                  the Account balance at the relevant time; and D is the amount
                  of the distribution.

5.06     Participant Consent.

         (a)      The Administrator shall obtain the Participant's written
                  consent to any distribution to a Participant, including the
                  form of the distribution, if (1) the value of the
                  Participant's Accrued Benefit exceeds $5,000 and (2) the
                  Administrator directs the Trustee to make the distribution to
                  the Participant prior to his attaining the later of Normal
                  Retirement Age or age 62. Such consent must be obtained
                  within the 90 day period ending on the Distribution
                  Commencement Date. The term "Distribution Commencement Date"
                  means the date the Plan commences distributions to a
                  Participant. The determination of whether a Participant's
                  Accrued Benefit exceeds $5,000, shall be based on the value
                  as of the most recent Valuation Date.

         (b)      This subsection (b) shall apply to a distribution if the
                  Administrator is obligated to obtain the Participant's
                  consent to such distribution pursuant to subsection (a).
                  Prior to receiving a distribution from the Plan, a
                  Participant must be notified of his or her or her right to
                  defer any distribution from the Plan until the Participant
                  attains the later of Normal Retirement Age or age 62. The
                  notification shall include a general description of the
                  material features and the relative values of the optional
                  forms of benefit available under the Plan (consistent with
                  the notice requirements under Code ss.417(a)(3)). The notice
                  shall be provided no less than 30 days and no more than 90
                  days prior to the Participant's Distribution Commencement
                  Date. However, distribution may commence less than 30 days
                  after the notice is given, if the Participant is clearly
                  informed of his or her right to take 30 days after receiving
                  the notice to decide whether or not to elect a distribution
                  (and, if applicable, a particular distribution option), and
                  the Participant, after receiving the notice, affirmatively
                  elects to receive the distribution prior to the expiration of
                  the 30-day minimum period. The notice requirements described
                  in this subsection (b) may be satisfied by providing a
                  summary of the required information, so long as the
                  conditions described in applicable regulations for the
                  provision of such a summary are satisfied, and the full
                  notice is also provided (without regard to the 90-day period
                  described in this Section).


                                      23
<PAGE>

         (c)      If a Participant who is eligible for a distribution does not
                  file his written consent (if required) with the Administrator
                  within the period of time fixed by the Administrator, the
                  Participant's Accrued Benefit shall be distributed as soon as
                  practicable after such consent is properly received, but not
                  later than the Participant's Required Beginning Date as
                  determined under Section 6.02(a).

         (d)      Notwithstanding any other provision of the Plan, any
                  distribution to a Participant under this Plan, whether before
                  or after termination of employment, shall be subject to this
                  Section 5.06. However, the consent of the Participant shall
                  not be required to the extent that a distribution is made:
                  (1) to satisfy the required minimum distribution rules under
                  Section 6.02, (2) to satisfy the requirements of Code ss.415,
                  as described in Section 11.09, or (3) to correct an excess
                  amount in accordance with Section 13.

5.07     In-Service Withdrawals. A Participant who has attained age 59 1/2 may
         withdraw, in a lump sum in cash, all or any portion of the balance of
         his Deferral Account, his Rollover Account and the vested portion of
         his Matching and Prior Company Accounts. Any withdrawal under this
         Section 5.07 shall be made first, pro rata, based on all Individual
         Funds, and, last from the Company Stock Fund.

5.08     Hardship Withdrawals. A Participant who is an Employee may receive a
         distribution, referred to as a "Hardship Withdrawal," from the Plan
         prior to termination of employment, subject to the following rules:

         (a)      To qualify for a Hardship Withdrawal, a Participant must
                  demonstrate an immediate and heavy financial need. To be
                  considered an immediate and heavy financial need, the
                  withdrawal must be made an account of one of the following:

                  (1)      Expenses incurred or necessary for medical care
                           (described in section 213(d) of the Code) of the
                           Participant, the Participant's spouse or any
                           dependents of the Participant (as defined in section
                           152 of the Code).

                  (2)      Purchase (excluding mortgage payments) of a
                           principal residence for the Participant.

                  (3)      Payment of tuition and related educational fees
                           (including room and board) for the next 12 months of
                           post-secondary education for the Participant, his
                           spouse, children, or dependents (as defined in Code
                           section 152).

                  (4)      The need to prevent the eviction of the Participant
                           from, or a foreclosure on the mortgage of, the
                           Participant's principal residence.


                                      24
<PAGE>

                  (5)      Any other event that the Internal Revenue Service
                           recognizes as a safe harbor Hardship Withdrawal
                           under a ruling, notice or other guidance of general
                           applicability.

                  The Administrator may require written documentation, as it
                  deems necessary, to sufficiently document the existence of a
                  proper hardship event.

         (b)      A Participant may receive a Hardship Withdrawal only if all
                  of the following conditions are satisfied:

                  (1)      The withdrawal shall not exceed the amount of the
                           Participant's immediate and heavy financial need
                           (including amounts necessary to pay any Federal,
                           state or local income taxes, withholding or
                           penalties reasonably anticipated to result from the
                           withdrawal).

                  (2)      The Participant shall have obtained all
                           distributions, other than Hardship Withdrawal, and
                           all nontaxable loans currently available under all
                           plans maintained by the Employer.

                  (3)      The Employer shall not permit the Participant to
                           make any elective deferrals or employee
                           contributions to this Plan or any other plan (other
                           than welfare benefit plans) maintained by the
                           Employer for the 12-month period after receipt of
                           the Hardship Withdrawal.

                  (4)      The Employer shall limit elective deferrals under
                           this Plan and under any other qualified plan
                           maintained by the Employer, for the Participant's
                           taxable year immediately following the year of the
                           hardship distribution, to the Code section 402(g)
                           limit for such taxable year, reduced by the amount
                           of the Participant's elective deferrals in the
                           taxable year of the hardship distribution.

         (c)      A Hardship Withdrawal shall be made only in accordance with
                  such rules, policies, procedures, restrictions, and
                  conditions as the Administrator may from time to time adopt.
                  Any determination of the existence of hardship and the amount
                  to be distributed on account thereof shall be made by the
                  Administrator in accordance with the foregoing rules as
                  applied in a uniform and nondiscriminatory manner. A
                  withdrawal under this Section shall be made in a lump sum
                  payment to the Participant, subject to the spousal consent
                  rules under Section 6.04 until eliminated under Section
                  6.01(d).

         (d)      A Hardship Withdrawal from a Participant's Deferral Account,
                  when added to other Hardship Withdrawals from the
                  Participant's Deferral Account, shall not exceed the total
                  Elective Deferrals the Participant has made to the Plan.
                  Hardship Withdrawals shall be paid first from the
                  Participant's Rollover Account, if any, and then from any
                  Deferral Account. A Participant shall not be entitled to


                                      25
<PAGE>

                  receive a Hardship Withdrawal from a Matching Account or from
                  any other Account.

         (e)      A participant who receives a Hardship Withdrawal after
                  December 31, 2001, shall be prohibited from making elective
                  deferrals and employee contributions under this and all other
                  plans of the Employer for 6 months after receipt of the
                  distribution. Furthermore, a Participant who receives a
                  Hardship Withdrawal in calendar year 2001 shall be prohibited
                  from making elective deferrals and employee contributions
                  under this and all other plans until the later of January 1,
                  2002, or 6 months after receipt of the distribution. This
                  subsection (e) is intended as good faith compliance with the
                  requirements of the Economic Growth and Tax Relief
                  Reconciliation Act of 2001 ("EGTRRA") and is to be construed
                  in accordance with EGTRRA and guidance issued thereunder.
                  This subsection shall apply for calendar years beginning
                  after 2001, and this subsection shall supersede the
                  provisions of the Plan to the extent those provisions are
                  inconsistent with this subsection

5.09     Calculation of Years of Service. Subject to the following rules, all
         of an Employee's Years of Service shall be counted for vesting
         purposes:

         (a)      Any Year of Service completed after a Forfeiture Break in
                  Service shall not count for the purpose of determining a
                  Participant's Nonforfeitable percentage of his Account
                  derived from Employer contributions made for his benefit
                  prior to the Forfeiture Break in Service.

         (b)      Any Year of Service completed before a Break in Service shall
                  not be counted if the number of consecutive Breaks in Service
                  equals or exceeds the greater of (1) five or (2) the
                  aggregate number of Years of Service prior to the Break in
                  Service. This subsection shall only apply if the
                  Participant's right to his Account derived from Matching,
                  Company and Prior Company contributions is one hundred
                  percent forfeitable at the time he has a Break in Service.
                  The aggregate number of Years of Service before a Break in
                  Service shall not include any Years of Service not required
                  to be taken into account under this subsection by reason of
                  any prior Break in Service.

5.10     Forfeiture. A Participant's Forfeiture, if any, of his Matching,
         Company and Prior Company Accounts shall occur under the Plan:

         (a)      As of the Anniversary Date of the Plan Year in which the
                  Participant first incurs a Forfeiture Break in Service; or,
                  if earlier and if applicable,

         (b)      As of the date on which the Participant receives a Cashout of
                  his Accrued Benefit following termination of employment


                                      26
<PAGE>

         The Administrator shall determine the amount of a Participant's
         Forfeiture, if any, under this Section solely by reference to the
         vesting schedule of Section 5.05. A Participant shall not forfeit any
         portion of his Account for any other reason or cause except as
         expressly provided by this Section or as provided under Section 11.02,
         Section 11.14 or Section 13.

5.11     Restoration of Forfeited Accrued Benefit. A Participant whose Account
         was less than 100 percent Nonforfeitable when distributed and who is
         reemployed after receiving a Cashout of the Nonforfeitable percentage
         of his Account shall have the right to repay the Trustee the amount of
         the Cashout attributable to Company contributions and the
         Administrator must restore his Account under the requirements of this
         Section. Restoration of the Participant's Accrued Benefit includes
         restoration of all Code ss.411(d)(6) protected benefits with respect
         to that restored Accrued Benefit, in accordance with applicable
         Treasury regulations.

         (a)      Restoration and Conditions upon Restoration. Subject to the
                  conditions of this Section, if the Participant makes the
                  Cashout repayment, or in the case of a Participant who had an
                  Accrued Benefit of zero at termination of employment, upon
                  reemployment, the Administrator shall restore his Account to
                  the same dollar amount as the dollar amount of such Account
                  on the Valuation Date coinciding with or next preceding the
                  date of the Cashout, unadjusted for any gain or losses
                  occurring subsequent to that Valuation Date. Notwithstanding
                  such repayment, the Administrator shall not restore a
                  reemployed Participant's Account under the next preceding
                  sentence if: (1) the Participant incurred a Forfeiture Break
                  in Service; or (2) the Participant does not make restoration
                  by the date which is five years after the first date on which
                  the Participant is reemployed.

         (b)      Time and Method of Restoration. If none of the two conditions
                  preventing restoration of the Participant's Account applies,
                  the Administrator shall restore the Participant's Account as
                  of the Valuation Date coinciding with or next following the
                  repayment. To restore the Participant's Account, the
                  Administrator, to the extent necessary, shall allocate to the
                  Account: (1) First, the amount, if any, of Participant
                  Forfeitures the Administrator would otherwise allocate; (2)
                  Second, the Employer contribution for the Plan Year to the
                  extent made under a discretionary formula. To the extent the
                  amounts available for restoration for a particular Plan Year
                  are insufficient to enable the Administrator to make the
                  required restoration, the Company shall contribute, without
                  regard to any limitations in this Plan, such additional
                  amount as is necessary to enable the Administrator to make
                  the required restoration. Even if amounts are available for
                  restoration, the Company may contribute such amount as it may
                  in its sole discretion determine to enable the Administrator
                  to make all or any portion of the required restoration. If,
                  for a particular Plan Year, the Administrator must restore
                  the Account of more than one reemployed Participant, then the
                  Administrator


                                      27
<PAGE>

                  shall make the restoration allocation to each such
                  Participant's Account in the same proportion that a
                  Participant's restored amount for the Plan Year bears to the
                  restored amount for the Plan Year of all reemployed
                  participants. The Administrator shall not take into account
                  the allocation(s) under this Section in applying the
                  limitation on allocations under Section 11.09.

5.12     Beneficiary. A designation of a Beneficiary shall be effective only if
         it is set forth in a written instrument delivered to the Administrator
         in such form as the Administrator may prescribe. In the absence of an
         effective designation, the Beneficiary shall be

         (a)      The Participant's spouse, if known and living; or if there is
                  no known surviving spouse or the spouse disclaims the Accrued
                  Benefit, then

         (b)      The Participant's issue living at his death, per stirpes, or
                  if there is no known surviving spouse and no issue living at
                  the Participant's death, then

         (c)      The Participant's estate.

         A married Participant's Beneficiary designation shall not be valid
         even if executed prior to marriage, unless the Participant's spouse
         consents to the specific Beneficiary designation or gives a general
         consent, and acknowledges the effect of such consent, or unless the
         Participant is not married on the date of his death. However, a
         Participant may not change his designation without the further consent
         of his spouse under the terms of the preceding sentence unless the
         spouse's consent permits designation of another person or trust
         without further spousal consent and acknowledges that the spouse has
         the right to limit consent to a specific beneficiary and that the
         spouse voluntarily relinquishes this right. The spouse's consent must
         be in writing and a notary public or the Administrator (or his
         representative) must witness the consent. A married Participant's
         Beneficiary designation does not require spousal consent if the
         Participant's spouse is the Participant's designated Beneficiary. If
         the Participant establishes to the satisfaction of the Administrator
         that such written consent cannot be obtained because there is no
         spouse or because the spouse cannot be located, the Participant's
         designation of a non-spouse Beneficiary shall be acceptable. The
         consent must be in such form as the Administrator may prescribe. Upon
         the filing with the Administrator of an effective designation of
         Beneficiary, any and all prior designations filed by that Participant
         shall be deemed revoked.

5.13     Uniformed Services Rights. Notwithstanding any provision of this Plan
         to the contrary, contributions, benefits and service credit with
         respect to qualified military service will be provided in accordance
         with Code section 414(u).


                                      28
<PAGE>

                                  SECTION 6.

                              Payment of Benefits

6.01     Distributions. The Accrued Benefit payable to a former Participant or
         a Beneficiary shall be distributed in the form of one lump sum cash
         payment, unless the Participant's Accrued Benefit exceeds $5,000, in
         which event the Participant or the Beneficiary by written instrument
         delivered to the Administrator may elect to have his or her Account
         distributed in one of the forms of distribution listed below, as
         chosen by the Participant or Beneficiary.

         (a)      The Trustee shall, subject to subsection (b), pay the
                  Participant's Accrued Benefit, determined as of the Valuation
                  Date immediately preceding the date of distribution, under
                  one of the following methods of payment:

                  (1)      Lump sum payment in cash

                  (2)      Annual, semiannual, quarterly or monthly cash
                           installments over a fixed period of time not
                           exceeding the life expectancy of the Participant, or
                           the joint and last survivor expectancy of the
                           Participant and his Beneficiary.

                  (3)      Any combination of the methods described in
                           paragraphs (1) and (2).

                  (4)      An annuity payable for the Participant's life. (If
                           the Participant elects to receive his benefits in
                           the form of a single life annuity and is married on
                           the date of his death or the date distributions are
                           to commence, the benefit shall automatically be
                           payable pursuant to paragraph (5) unless the
                           Participant makes an election pursuant to Section
                           6.04 not to receive the annuity under paragraph (5)
                           during the applicable election period).

                  (5)      An immediate annuity for the life of the Participant
                           with a survivor annuity for the life of his or her
                           spouse which is 50 percent of the annuity payable
                           during the joint lives of the Participant and his
                           spouse (hereinafter referred to as a "Qualified
                           Joint and Survivor Annuity"). (If the Participant's
                           Accrued Benefit is payable in the form of a life
                           annuity, and the Participant dies before he begins
                           to receive payments from the Trust, the
                           Participant's spouse shall receive an immediate
                           annuity for the spouse's life (hereinafter referred
                           to as a "Qualified Lone Survivor Annuity").
                           Notwithstanding the foregoing, the surviving spouse
                           of a Participant who is entitled to receive a
                           Qualified Lone Survivor Annuity may elect a lump sum
                           payment prior to the date the annuity is purchased
                           or distributions begin).

                  (6)      A single life annuity with certain periods of 5, 10
                           or 15 years as selected by the Participant. (If the
                           Participant elects to receive his benefits in the


                                      29
<PAGE>

                           form provided in this paragraph and is married on
                           the date of his death or the date distributions are
                           to commence, the benefit shall automatically be
                           payable pursuant to paragraph (5) unless the
                           Participant makes an election pursuant to Section
                           6.04 not to receive the annuity under paragraph (5)
                           during the applicable election period).

                  (7)      A single life annuity with installment refund and
                           survival percentages for the contingent annuitant
                           designated by the Participant of 50% or 100%. (If
                           the Participant elects to receive his benefits in
                           the form provided in this paragraph and is married
                           on the date of his death or the date distributions
                           are to commence, the benefit shall automatically be
                           payable pursuant to paragraph (5) unless the
                           Participant makes an election pursuant to Section
                           6.04 not to receive the annuity under paragraph (5)
                           during the applicable election period).

                  Any annuity to be paid under this Plan shall be paid by the
                  purchase and distribution of a single premium,
                  nontransferable fixed or variable annuity contract issued by
                  an insurance company. Such annuity shall be purchased with
                  the Participant's Account from an insurance company
                  designated by the Administrator and shall be distributed to
                  the Participant or his Beneficiary in full satisfaction of
                  the benefits to which the Participant or his Beneficiary is
                  entitled under the Plan. The amount of the annuity shall be
                  the actuarial equivalent of the value of the Participant's
                  Account (reduced by any taxes, commissions or other costs
                  charged by the insurance company) being applied to the
                  purchase, based on the insurance company's annuity factors.

         (b)      Upon the Participant's death prior to the commencement of
                  payments under subsections (a)(2) through (7) above, the
                  Administrator shall direct the Trustee to pay the
                  Participant's Accrued Benefit in accordance with subsection
                  (a)(1) and this subsection. The Administrator shall direct
                  the Trustee to pay the Participant's Accrued Benefit in a
                  lump sum to the Beneficiary within a reasonable time after
                  the Valuation Date coinciding with or next following the
                  Participant's death. Notwithstanding the preceding sentence,
                  the distribution options in Sections 6.01(a)(1), (2), (3),
                  (4) and (6) shall be available to the Beneficiary, subject to
                  the elimination of such options pursuant to Section 6.01(d).
                  If a Beneficiary is living at the Participant's death, but
                  such Beneficiary dies before receiving the entire amount
                  payable to him, the remaining portion of the benefit shall be
                  paid in a single sum to the estate of such deceased
                  Beneficiary.

         (c)      For purposes of determining the amount a Participant or
                  Beneficiary may receive as a distribution from the Plan, a
                  Participant's Accrued Benefit is determined as of the
                  Valuation Date which immediately precedes the date of
                  distribution in accordance with uniform valuation and timing
                  procedures established by the Administrator.


                                      30
<PAGE>

         (d)      Notwithstanding any other provision of the Plan, Section
                  6.01(a)(2) through Section 6.01(a) (7) and Section 6.04 shall
                  not apply to any distribution occurring on or after the 90th
                  day following the date Participants are furnished with a
                  summary that describes the elimination of the installment and
                  annuity provisions described in Section 6.01(a)(2) through
                  Section 6.01(a) (7) and Section 6.04.

6.02     Minimum Distribution Requirements. This Section provides for the
         required commencement of distributions upon certain events. In
         addition, this Section places limitations on the period over which
         distribution may be made to a Participant or Beneficiary. To the
         extent any other provisions of this Plan are inconsistent with this
         Section 6.02, the provisions of this Section 6.02 control.

         (a)      Required Distributions Before Death The entire interest of a
                  Participant must be distributed no later than the
                  Participant's Required Beginning Date (as defined in Section
                  6.02(c)(1)). Any amounts allocated thereafter shall be
                  distributed in a lump sum as soon as practicable after the
                  allocation.

         (b)      Required Distributions After Death.

                  (1)      If the Participant dies after he has begun receiving
                           distributions under Section 6.02(a), the remaining
                           portion of the Participant's Accrued Benefit shall
                           continue to be distributed at least as rapidly as
                           under the method of distribution being used prior to
                           the Participant's death.

                  (2)      If the Participant dies before receiving
                           distributions under Section 6.02(a), the entire
                           interest of the Participant must be distributed as
                           soon as practicable after the Participant's death,
                           provided that distribution of the Participant's
                           entire interest must be completed by December 31 of
                           the calendar year containing the fifth anniversary
                           of the Participant's death. Any amounts allocated
                           thereafter shall be distributed in a lump sum as
                           soon as practicable after the allocation.

         (c)      Definitions.

                  (1)      Required Beginning Date. The Required Beginning Date
                           of a Participant other than a Five-Percent Owner, is
                           the April 1 that follows the end of the calendar
                           year in which the later of the following two events
                           occurs: (A) the Participant attains age 70 1/2, or
                           (B) the Participant ceases to be an Employee. The
                           Required Beginning Date of a Participant who is a
                           Five-Percent Owner, is the April 1 that follows the
                           end of the calendar year in which the Participant
                           attains age 70 1/2. If a Participant is not a
                           Five-Percent Owner for the Plan Year that ends with
                           or within the calendar year in which the Participant
                           attains age 70 1/2, and the Participant has not
                           retired by the end of such calendar year, his
                           Required Beginning Date is April 1


                                      31
<PAGE>

                           that follows the end of the first subsequent
                           calendar year in which the Participant becomes a
                           Five-Percent Owner or retires.

                  (2)      Five Percent Owner. A Participant is a Five-Percent
                           Owner for purposes of this Section if such
                           Participant is a Five-Percent Owner as defined in
                           Section 416 of the Code at any time during the Plan
                           Year ending with or within the calendar year in
                           which the Participant attains age 70 1/2. Once
                           distributions have begun to a Five-Percent Owner
                           under this Section, they must continue to be
                           distributed, even if the Participant ceases to be a
                           Five-Percent Owner in a subsequent year.

         (d)      Latest Distribution Date. Subject to Section 5.06(d), payment
                  of benefits under the Plan shall in no event begin later than
                  60 days after the close of the Plan Year in which the latest
                  of the following events occurs: (1) The date the Participant
                  attains age 65 (or his Normal Retirement Age, if earlier);
                  (2) The tenth anniversary of the year in which the
                  Participant commenced participation in the Plan; or (3) The
                  Participant's date of termination of service with the
                  Employer.

6.03     Eligible Rollover Distributions. Notwithstanding any provision of the
         Plan to the contrary that would otherwise limit a distributee's
         election under this Section, a distributee may elect, at the time and
         in the manner prescribed by the Administrator, to have any portion of
         an eligible rollover distribution paid directly to an eligible
         retirement plan specified by the distributee in a direct rollover. If
         a Participant elects a direct rollover of only a portion of an
         eligible rollover distribution, the Administrator may require that the
         amount being rolled over equals at least $500. If it is reasonable to
         expect (at the time of the distribution) that the total amount the
         Participant will receive as a distribution during the calendar year
         will total less than $200, the Company need not offer the Participant
         a direct rollover option with respect to such distribution.

         (a)      Eligible rollover distribution: An eligible rollover
                  distribution is any distribution of all or any portion of the
                  balance to the credit of the distributee, except that an
                  eligible rollover distribution does not include: any
                  distribution that is one of a series of substantially equal
                  periodic payments (not less frequently than annually) made
                  for the life (or life expectancy) of the distributee or the
                  joint lives (or joint life expectancies) of the distributee
                  and the distributee's designated beneficiary, or for a
                  specified period of ten years or more; any distribution to
                  the extent such distribution is required under section
                  401(a)(9) of the Code; any hardship distribution described in
                  section 401(k)(2)(B)(i)(IV) of the Code (effective as of
                  January 1, 2000); and the portion of any distribution that is
                  not includable in gross income (determined without regard to
                  the exclusion for net unrealized appreciation with respect to
                  employer securities).

         (b)      Eligible retirement plan: An eligible retirement plan is an
                  individual retirement account described in section 408(a) of
                  the Code, an individual retirement annuity


                                      32
<PAGE>

                  described in section 408(b) of the Code, an annuity plan
                  described in section 403(a) of the Code, or a qualified plan
                  described in section 401(a) of the Code, that accepts the
                  distributee's eligible rollover distribution. However, in the
                  case of an eligible rollover distribution to the surviving
                  spouse, an eligible retirement plan is only an individual
                  retirement account or individual retirement annuity.

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

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

6.04     Qualified Annuity Elections.

         (a)      The Administrator shall furnish to the Participant a written
                  explanation of: (1) the terms and conditions of the Qualified
                  Joint and Survivor Annuity and the Qualified Lone Survivor
                  Annuity; (2) the Participant's right to make, and the effect
                  of, an election not to receive the Qualified Joint and
                  Survivor Annuity or the Qualified Lone Survivor Annuity; (3)
                  the rights of the Participant's spouse as described below;
                  and (4) the right to make and the effect of an election
                  pursuant to this Paragraph.

         (b)      In the case of a Qualified Joint and Survivor Annuity, the
                  written explanation shall be provided to the Participant
                  within 90 days prior to the first date on which he is
                  entitled to commencement of payments from the Trust. In the
                  case of Qualified Lone Survivor Annuity, the written
                  explanation shall be provided to the Participant in whichever
                  of the following periods ends last: (1) The period beginning
                  with the first day of the Plan Year in which the Participant
                  attains age 32 and ending with the close of the Plan Year
                  preceding the Plan Year in which the Participant attains age
                  35. (2) The period beginning one year before and ending one
                  year after the Employee first becomes a Participant. (3) The
                  period beginning one year before and ending one year after
                  the provisions of this Subsection apply to the Participant.
                  (4) A reasonable period of time after separation from service
                  in the case of a Participant who separates from service
                  before attaining age 35.

         (c)      The Participant may elect, during the applicable election
                  period not to receive the Qualified Joint and Survivor
                  Annuity or Qualified Lone Survivor Annuity by execution and
                  delivery to the Administrator of a form provided for that
                  purpose by the Administrator. The term "applicable election
                  period" shall mean, with


                                      33
<PAGE>

                  respect to a Qualified Joint and Survivor Annuity, the 90-day
                  period ending on the first date on which the Participant is
                  entitled to commencement of payment from the Fund and with
                  respect to a Qualified Lone Survivor Annuity, the period
                  which begins on the first day of the Plan Year in which the
                  Employee becomes a Participant and ends on his death. In the
                  case of a married Participant no election shall be effective
                  unless: (1) the spouse of the Participant consents in writing
                  to the election and the consent acknowledges the effect of
                  the election (including, if applicable, the identity of any
                  Beneficiary other than the Participant's spouse and the
                  alternate form of payment) and is witnessed by a notary
                  public, or (2) it is established to the satisfaction of the
                  Administrator that the consent required pursuant to paragraph
                  (1) may not be obtained because there is no spouse, the
                  spouse cannot be located, the Participant has a court order
                  indicating that he is legally separated or has been abandoned
                  (within the meaning of local law) unless a qualified domestic
                  relations order provides otherwise, or of any other
                  circumstances as permitted by regulations promulgated by the
                  Department of the Treasury. If the spouse is legally
                  incompetent to give consent, consent by the spouse's legal
                  guardian shall be deemed to be consent by the spouse.

         (d)      Any consent by a spouse (or establishment that the consent of
                  a spouse may not be obtained) shall be effective only with
                  respect to that spouse. If an election is made, the
                  Participant's vested Accrued Benefit shall be paid in the
                  alternate form of payment set forth in Section 6.01 chosen by
                  the Participant by written instrument delivered to the
                  Administrator. Any waiver of a Qualified Lone Survivor
                  Annuity made prior to the first day of the Plan Year in which
                  the Participant attains age 35 shall become invalid as of the
                  first day of the Plan Year in which the Participant attains
                  age 35 and a Qualified Lone Survivor Annuity shall be
                  provided, unless a new waiver is obtained. The Participant
                  may revoke any election not to receive payment in the form of
                  a Qualified Joint and Survivor Annuity or Qualified Lone
                  Survivor Annuity at any time prior to commencement of
                  payments from the Trust, and may make a new election at any
                  time prior to the commencement of payments from the Trust.

                                  SECTION 7.

                                Claims Procedure

7.01     Claim for Benefit. Every Participant or Beneficiary who may be
         entitled to payment of a benefit under this Plan and who has not
         already been advised by the Administrator of his right to receive such
         benefit may submit a written claim to the Administrator on such a form
         provided for that purpose. No Participant or Beneficiary shall have
         any right to commence any legal or equitable action against the Plan
         or any fiduciary of the Plan more than 90 days after exhaustion of
         their rights under the Plan's claims procedure. All levels of the
         Plan's claims procedure must be exhausted before a Participant or


                                      34
<PAGE>

         Beneficiary can bring an action at law or equity against the Plan or a
         fiduciary of the Plan.

7.02     Decision on Claim. The Administrator shall designate one or more
         individuals to serve as the "Claims Examiner" to consider all claims.
         The Claims Examiner may require from a Participant or Beneficiary who
         submits a claim (a "Claimant") such other information as the Claims
         Examiner deems pertinent to the determination and payment of Plan
         benefits. If a claim is denied, in whole or in part, the Claims
         Examiner shall notify the Claimant in writing of the denial. The
         written notice shall contain, in a manner calculated to be understood
         by the Claimant:

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

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

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

         (d)      An explanation of how the denial may be appealed.

7.03     Review Procedure. A Claimant may appeal a decision of the Claims
         Examiner to the Administrator. The request for a review must be made
         in writing and must be delivered to the Administrator. In connection
         with such an appeal a Claimant may review pertinent Plan documents and
         submit issues and comments in writing to the Administrator. The
         Administrator shall review all relevant material, may in its sole
         discretion hold a hearing, and shall render a decision regarding the
         claim. The Administrator's decision shall be in writing, shall state
         specific reasons for its decision, and shall include specific
         references to the pertinent Plan provisions on which the decision is
         based.

7.04     Time Periods. The Administrator may establish reasonable time periods
         within which actions must be taken under the claims procedure set
         forth in this Section 7. The claims procedure set forth in this
         Section 7 (including any time periods that are established) shall be
         administered in accordance with applicable regulations adopted and
         issued by the Department of Labor.

                                  SECTION 8.

                                 Administration

8.01     Administrative Committee. The Primary Sponsor may appoint a committee,
         which shall be known as the "Administrative Committee" to carry out
         the Administrator's responsibilities under this Plan document. If an
         Administrative Committee is appointed,


                                      35
<PAGE>

         the term "Administrator" as used in this Plan means the Administrative
         Committee. If the Primary Sponsor does not appoint an Administrative
         Committee, the Primary Sponsor shall be the Administrator and the
         Administrative Committee for all purposes. Unless the Administrative
         Committee and the Primary Sponsor agree otherwise, the Primary Sponsor
         shall act as the plan administrator for the purpose of satisfying any
         requirement now or subsequently imposed by Federal or state
         legislation to report or disclose to any Federal or state department
         or agency any information concerning the Plan, and any cost or expense
         incurred in satisfying such reporting or disclosure requirements shall
         be deemed a reasonable expense of administering the Plan and may be
         paid from the Fund. The Administrative Committee shall consist of the
         number of persons as may be fixed by the Primary Sponsor from time to
         time. These persons may but need not be Participants. The members of
         the Administrative Committee may be removed by the Primary Sponsor at
         any time, with or without cause. Any member of the Administrative
         Committee may resign at any time by delivering a written resignation
         to the President or the Secretary of the Primary Sponsor. Any vacancy
         in the membership of the Administrative Committee, however arising,
         shall be filled by the Primary Sponsor. The Administrative Committee
         may act only by the unanimous vote of its members at a meeting or by a
         writing signed by each of its members without a meeting. The
         Administrative Committee may authorize one or more of its members to
         execute on its behalf any notices, directions, certificates, consents
         or other documents. The Trustee, and any other person or organization,
         upon written notice of such authorization, shall accept and rely upon
         such authorization until given a written notice that the authorization
         has been revoked or changed by the Administrative Committee. A member
         of the Administrative Committee who is also a Participant shall not
         vote or act upon any matter affecting solely any of his benefits under
         the Plan. The Administrative Committee may adopt and amend from time
         to time rules and regulations for the conduct of its affairs. The
         members of the Administrative Committee shall serve without
         compensation for their services as such members.

8.02     Powers and Duties. The Administrator shall have complete control of
         the administration of the Plan, with all powers necessary to enable it
         properly to carry out its duties in this respect. Without limiting the
         generality of the foregoing, the Administrator shall have
         discretionary power to

         (a)      Conclusively and finally determine, but only in accordance
                  with the Plan, the eligibility of Employees to participate in
                  the Plan and the eligibility of Participants and
                  Beneficiaries to receive benefits under the Plan;

         (b)      Adopt and amend from time to time policies, rules and
                  regulations for the administration of the Plan;

         (c)      Interpret and construe the Plan and Trust Agreement, and the
                  Administrator's interpretation and construction thereof in
                  good faith shall be conclusive, except that its
                  interpretation and construction shall not be conclusive as to
                  the Trustee if its interpretation and construction places
                  upon the Trustee liabilities and duties


                                      36
<PAGE>

                  more onerous than those that would be placed upon the Trustee
                  under the interpretation and construction contended for by
                  the Trustee;

         (d)      Correct any defect or supply any omission or reconcile any
                  inconsistency in the Plan in such manner and to such extent
                  as the Administrator shall in its sole discretion deem
                  desirable to carry the same into effect; and

         (e)      Establish the acceptable forms of beneficiary designation for
                  death benefits and of any consent, election, notice or waiver
                  to be given by a Participant, spouse or Beneficiary.

8.03     Officers and Agents. The Administrator may appoint such officers,
         consultants, accountants, attorneys and representatives as it may deem
         advisable. Unless paid by the Company, the Administrator shall direct
         the Trustee to pay from the Fund (including segregated Accounts) the
         fees and expenses of such consultants, accountants, attorneys and
         representatives and any other expenses incurred by the Administrator
         in the administration of the Plan.

8.04     Reliance Upon Reports. The Administrator and its officers, directors
         and members, if any, shall be entitled to rely upon (a) all
         valuations, certificates and reports made by any consultant or
         accountant selected by the Administrator, (b) all opinions given by
         any legal counsel selected by the Administrator, (c) all reports
         furnished by the Trustee, and (d) all information furnished by any
         Employer.

                                  SECTION 9.

                             Trust Fund and Trustee

9.01     Trust Agreement. The Trust Agreement shall be a part of this Plan as
         if set forth in this instrument. Subject to Section 4.03, the Trustee
         shall manage the Fund.

9.02     Investment Committee. The Primary Sponsor may, by action in writing
         certified by notice to the Trustee, appoint an Investment Committee.
         The Primary Sponsor shall have the right to remove any person on the
         Investment Committee at any time by notice in writing to such person.
         A person on the Investment Committee may resign at any time by written
         notice of resignation to the Primary Sponsor. Upon such removal or
         resignation, or in the event of the death of a person on the
         Investment Committee, the Primary Sponsor may appoint a successor.
         Until a successor has been appointed, the remaining persons on the
         Investment Committee may continue to act as the Investment Committee.

9.03     Expenses and Compensation. No person performing any duties for the
         Plan who already receives full-time pay from the Employer or from an
         employee organization whose members are participants in the Plan shall
         receive compensation from the Plan, except


                                      37
<PAGE>

         reimbursement of expenses properly and actually incurred. Unless paid
         by the Company, or from Forfeitures pursuant to Section 3.04, all
         reasonable expenses relating to administration of the Plan (including
         the Trustee's compensation) shall be paid from the Fund (including
         Individual Funds). The Company may from time to time pay on behalf of
         the Trust such expenses and compensation as the Company may in its
         discretion determine.

                                  SECTION 10.

                                Top Heavy Rules

10.01    Definitions. For purposes of applying the provisions of Section 10:

         (a)      "Key Employee" means, as of any Determination Date, any
                  Employee or former Employee and the beneficiaries of such
                  Employee who, at any time during the Plan Year which includes
                  the Determination Date or during the preceding four Plan
                  Years, is (1) an officer of the Employer and such
                  individual's Compensation exceeds 50 percent of the dollar
                  limitation under section 415(b)(1)(A) of the Code, (2) one of
                  the Employees owning the ten largest interests in the
                  Employer who has Compensation exceeding 100 percent of the
                  dollar limitation under section 415(c)(l)(A) of the Code, (3)
                  a more than five percent owner of the Employer, or (4) a more
                  than one percent owner of the Employer who has Compensation
                  during the Plan Year of more than $150,000. The constructive
                  ownership rules of section 318 of the Code (or the principles
                  of that section, in the case of any unincorporated Employer),
                  will apply to determine ownership in the Employer. The
                  determination of who is a Key Employee shall be made in
                  accordance with section 416(i) of the Code and the
                  regulations under that Code section.

         (b)      "Non-Key Employee" is an Employee who does not meet the
                  definition of Key Employee.

         (c)      "Compensation" for purposes of this Section 10 shall have the
                  meaning set forth in Section 1.14, but without regard to
                  Section 1.14(a)(2) and Section 1.14(a)(3). Compensation shall
                  be limited by section 401(a)(17) of the Code.

         (d)      "Required Aggregation Group" means: (1) Each qualified plan
                  of the Employer (whether or not terminated) in which at least
                  one Key Employee participates at any time during the five
                  Plan Year period ending on the Determination Date; and (2)
                  Any other qualified plan of the Employer which enables a plan
                  described in (1) to meet the requirements of section
                  401(a)(4) of the Code or section 410 of the Code.


                                       38
<PAGE>
         (e)      "Permissive Aggregation Group" is the Required Aggregation
                  Group plus any other qualified plans maintained by the
                  Employer, but only if such group would satisfy in the
                  aggregate the requirements of Code section 401(a)(4) and Code
                  section 410. The Administrator shall determine which plan to
                  take into account in determining the Permissive Aggregation
                  Group.

         (f)      "Employer" means all the members of a controlled group of
                  corporations (as defined in Code section 414(b)), of a
                  commonly controlled group of trades or businesses (whether or
                  not incorporated) (as defined in Code section 414(c)), or an
                  affiliated service group (as defined in Code section 414(m)),
                  of which the Company is a part.

         (g)      "Determination Date" for any Plan Year is the Anniversary Date
                  of the preceding Plan Year or, in the case of the first Plan
                  Year of the Plan, the Anniversary Date of that Plan Year.

10.02    Determination of Top Heavy Status.

         (a)      The Plan is top heavy for a Plan Year if the top heavy ratio
                  as of the Determination Date exceeds 60 percent. The top heavy
                  ratio is a fraction, the numerator of which is the Sum of the
                  Account balances of all Key Employees as of the Determination
                  Date, the contributions due as of the Determination Date, and
                  distributions made within the five Plan Year period ending on
                  the Determination Date, and the denominator of which is a
                  similar sum determined for all Employees. The Administrator
                  shall calculate the top heavy ratio without regard to the
                  Account balances attributable to deductible voluntary Employee
                  contributions, and without regard to the Account balance of
                  any Non-Key Employee who was formerly a Key Employee. The
                  Administrator shall calculate the top heavy ratio by
                  disregarding the Account balance (including distributions, if
                  any, of the Account) of an individual who has not received
                  credit for at least one Hour of Service during the five Plan
                  Year period ending on the Determination Date. The
                  Administrator shall calculate the top heavy ratio, including
                  the extent to which it must take into account distributions,
                  rollovers and transfers, in accordance with Code Section 416
                  and the regulations under that Code Section.

         (b)      If the Employer maintains other qualified plans (including a
                  simplified employee pension plan) this Plan is top heavy only
                  if it is part of the Required Aggregation Group, and the top
                  heavy ratio for both the Required Aggregation Group and the
                  Permissive Aggregation Group exceeds 60 percent. The
                  Administrator shall calculate the top heavy ratio in the same
                  manner as required by the subsection (a) of this Section
                  10.02, taking into account all plans within the aggregation
                  group. The Administrator shall calculate the present value of
                  accrued benefits and the other amounts the Administrator must
                  take into account under simplified employee pension plans
                  included within the group in accordance with the terms of


                                       39
<PAGE>
                  those plans, Code Section 416 and the regulations under that
                  Code section. The Administrator shall calculate the top heavy
                  ratio with reference to the Determination Dates that fall
                  within the same calendar year.

10.03    Minimum Employer Contribution. If this Plan is top heavy, the Company
         guarantees a minimum contribution of the lesser of (a) three percent of
         Compensation for the Plan Year for each Non-Key Employee who is a
         Participant employed by the Employer on the Anniversary Date of the
         Plan Year, without regard to Hours of Service completed, or (b) if the
         contribution rate for the Key Employee with the highest contribution
         rate is less than three percent, the guaranteed minimum contribution
         for Non-Key Employees shall equal the highest contribution rate
         received by a Key Employee. Such minimum contribution shall take
         priority over the allocation provisions of Section 4.03. The Plan
         satisfies the guaranteed minimum contribution for the Non-Key Employee
         if the Non-Key Employee's contribution rate is at least equal to the
         minimum contribution. For purposes of this Section, a Non-Key Employee
         Participant includes any Employee otherwise eligible to participate in
         the Plan but who is not a Participant because his Compensation does not
         exceed a specific level. The contribution rate is the sum of Employer
         contributions (not including Employer contributions to Social Security)
         and Forfeitures, if any, allocated to the Participant's Account for the
         Plan Year divided by his Compensation for the Plan Year. To determine
         the contribution rate, the Administrator shall consider all qualified
         defined contribution plans maintained by the Employer as a single plan.
         Subject to the next sentence, if the Employer maintains another defined
         contribution plan, then the Participant shall receive the minimum top
         heavy allocation under this Plan, except that the minimum required
         under this Plan shall not, when combined with any allocation provided
         under the other plan, exceed the amount required by the first sentence
         of this Section 10.03. Elective contributions under a Code Section
         401(k) arrangement and employer matching contributions allocated on the
         basis of those elective contributions shall not be counted in the
         calculation of a Non-Key Employee's contribution rate, but shall be
         counted in the calculation of a Key Employee's contribution rate.
         Notwithstanding any other provision of this Section 10.03, if a
         Participant participates both in this Plan and a defined benefit plan
         sponsored by the Employer, then that Participant shall receive the
         minimum benefit under the defined plan rather than under this Section
         10.03.

10.04    Vesting Table. For any Plan Year for which the Plan is top heavy, the
         Administrator shall calculate the Nonforfeitable percentage of a
         Participant's Account derived from Employer contributions under the
         following table rather than in accordance with Section 5.05.

<TABLE>
<CAPTION>
                  Years of Service          Nonforfeitable Percentage
                  ----------------          -------------------------
                  <S>                       <C>

                    Fewer than 3                         0
                     3 or more                         100
</TABLE>


                                       40
<PAGE>

         The above table shall not apply to the Account of any Participant who
         does not have an Hour of Service after the Plan becomes top heavy. A
         shift to the above table shall be effective on the first day of the
         Plan Year for which the Plan becomes top heavy. If in any Plan Year
         after the Plan becomes top heavy, the Plan ceases to be top heavy, the
         Administrator may, in its sole discretion, elect to (a) continue to
         apply the table in this Section 10.04, or (b) revert to the table in
         Section 5.05. Any shift between the above table and the table in
         Section 5.05 (whether shifting to the above table or reverting to the
         table in Section 5.05) Shall be deemed an amendment to the vesting
         schedule, and Section 10.05 shall apply. This Section 10.04 shall not
         be applicable if vesting under the table in Section 5.05 is at least as
         rapid as under the table in this Section 10.04.

10.05    Amendment to Vesting Schedule. Although the Company reserves the right
         to amend the above table for the calculation of the Nonforfeitable
         percentage of Participant's Account at any time, the Administrator
         shall not apply any amended table to reduce the Nonforfeitable
         percentage of any Participant's Account (determined as of the later of
         the date the Company adopts the amendment or the amendment becomes
         effective) to a percentage less than the Nonforfeitable percentage
         computed under the Plan with regard to the amendment. If the table for
         the calculation of the Nonforfeitable percentage of the Account is
         amended in any way that directly or indirectly affects the computation
         of a Participant's Nonforfeitable percentage or if this Section 10.5
         applies pursuant to Section 10.04, then each Participant with at least
         three Years of Service may elect to have the Nonforfeitable percentage
         of his Account computed under the Plan without regard to the amendment.
         The Participant must file his written election with the Administrator
         within 60 days of the latest of (a) the Company's adoption of the
         amendment; (b) the effective date of the amendment; or (c) the
         Participant's receipt of a copy of the amendment.


                                  SECTION 11.

                                  Miscellaneous

11.01    Nondiversion. Except as provided in Section 11.02 it shall be
         impossible, at any time, for any part of the Trust to revert to the
         Employer or to be used for, or diverted to, purposes other than for the
         exclusive benefit of Employees and Beneficiaries.

11.02    Return of Company Contributions. Contributions shall be returned to the
         Company only in accordance with Section 11.09 or subsections (a), (b)
         or (c) below:

         (a)      If a contribution is made by the Company by a mistake of fact,
                  the contribution shall, at the Company's request, be returned
                  to the Company within one year after payment of the
                  contribution.

         (b)      The Company's contributions are conditioned upon the initial
                  qualification of the Plan and if the Plan receives an adverse
                  determination with respect to its initial


                                       41
<PAGE>

                  determination, then such contributions shall, at the Company's
                  request, be returned to the Company within one year after the
                  date of denial of qualification of the Plan, provided that the
                  application for qualification is made by the time prescribed
                  by law for filing the Employer's return for the taxable year
                  in which the Plan is adopted, or such later date as the
                  Secretary of the Treasury may prescribe.

         (c)      The Company's contributions are conditioned upon the
                  deductibility of the contributions under section 404 of the
                  Code, and to the extent the deduction is disallowed, such
                  contributions (to the extent disallowed) shall, at the
                  Company's request, be returned to the Company within one year
                  after the disallowance of the deduction.

         (d)      The maximum that may be returned to the Company under
                  subsection (a) or (c) is the excess of (1) the amount
                  contributed, over, as relevant, (2) (i) the amount that would
                  have been contributed had no mistake of fact occurred, or (ii)
                  the amount that would have been contributed had the
                  contribution been limited to the amount that is deductible
                  after any disallowance. Earnings attributable to the excess
                  may not be returned to the Company, but losses attributable
                  thereto must reduce the amount to be so returned. Furthermore,
                  if the withdrawal of the amount attributable to the mistaken
                  or nondeductible contribution would cause the balance of the
                  individual Account of any Participant to be reduced to less
                  than the balance which would have been in the Account had
                  mistaken or nondeductible amount not been contributed, then
                  the amount to be returned to the Company shall be limited so
                  as to avoid such reduction. In the case of a reversion due to
                  initial disqualification of the Plan, the entire assets of the
                  Plan attributable to Company contributions shall be returned
                  to the Company. A reversion authorized under this Section
                  11.02 shall be paid even if a resulting adjustment is made to
                  the Account of a Participant that is partly or entirely
                  Nonforfeitable. References in this Section 11.02 to Company
                  Contributions include Matching and Prior Company
                  contributions.

11.03    Nonassignability.

         (a)      Subject to (b) and (c), the benefit or interest under the Plan
                  and Trust of any person shall not be assignable or alienable
                  by that person and shall not be subject to alienation by
                  operation of law or legal process. The preceding sentence
                  shall apply to the creation, assignment or recognition of any
                  right to any benefit payable with respect to a Participant
                  pursuant to a domestic relations order, unless such order is
                  determined to be a qualified domestic relations order, as
                  defined in section 414(p) of the Code.

         (b)      This plan specifically permits a distribution to an alternate
                  payee under a qualified domestic relations order at any time,
                  irrespective of whether the Participant has


                                       42
<PAGE>

                  attained his earliest retirement age (as defined under Code
                  section 414(p)) under the Plan. A distribution to an alternate
                  payee prior to the Participant's attainment of earliest
                  retirement age is available only if: (1) the order specifies
                  distribution at that time or permits an agreement between the
                  Plan and the alternate payee to authorize an earlier
                  distribution; and (2) if the present value of the alternate
                  payee's benefits under the Plan exceeds $5,000, and the order
                  requires, the alternate payee consents to any distribution
                  occurring prior to the Participant's attainment of earliest
                  retirement age. Nothing in this Section 11.03 gives a
                  Participant a right to receive distribution at a time
                  otherwise not permitted under the Plan nor does it permit the
                  alternate payee to receive a form of payment not permitted
                  under the Plan.

         (c)      The first sentence of subsection (a) shall not apply to any
                  offset of a Participant's benefits provided under the Plan
                  against an amount that the Participant is ordered or required
                  to pay to the Plan if (1) the order or requirement to pay
                  arises (A) under a judgment of conviction for a crime
                  involving the Plan, (B) under a civil judgment (including a
                  consent order or decree) entered by a court in an action
                  brought in connection with a violation (or alleged violation)
                  of part 4 of subtitle I of ERISA, or (C) pursuant to a
                  settlement agreement between the Secretary of Labor and the
                  Participant in connection with a violation (or alleged
                  violation) of part 4 of such subtitle by a fiduciary or any
                  other person; (2) the judgment, order, decree, or settlement
                  agreement expressly provides for the offset of all or a part
                  of the amount ordered or required to be paid to the Plan
                  against the Participant's benefits provided under the Plan;
                  (3) in a case in which the survivor annuity requirement of
                  Code Section 401(a)(11) apply with respect to distributions
                  from the Plan to the Participant, if the Participant has a
                  spouse at the time at which the offset is to be made, (I)
                  either such spouse has consented in writing to such offset and
                  such consent is witnessed by a notary public or representative
                  of the Plan (or it is established to the satisfaction of a
                  plan representative that such consent may not be obtained by
                  reason of circumstances described in Code Section
                  417(a)(2)(B)), or an election to waive the right of the spouse
                  to either a qualified joint and survivor annuity or a
                  qualified preretirement survivor annuity is in effect in
                  accordance with the requirements of Section 417(a), (II) such
                  spouse is ordered or required in such judgment, or, decree,
                  order, settlement to pay an amount to the Plan in connection
                  with a violation of part 4 of such subtitle, or (III) in such
                  judgment, order, decree, or settlement, such spouse retains
                  the right to receive the survivor annuity under a qualified
                  joint and survivor annuity provided pursuant to Section
                  401(a)(11)(A)(i) and under a qualified preretirement survivor
                  annuity provided pursuant to Section 401(a)(11)(A)(ii),
                  determined in accordance with subparagraph (D) of Section
                  401(a)(13). This subsection (c) shall apply notwithstanding
                  any other provision of the Plan.

11.04    Certificates Concerning Board Action. Any action by the Company's Board
         of Directors may be evidenced by a resolution of the Board of
         Directors, certified to the Administrator


                                       43
<PAGE>

         or to the Trustee by the Secretary of the Company. The Administrator
         and the Trustee shall act, and shall be fully protected in acting, in
         accordance with documents certified in the manner set forth above.

11.05    Construction. The validity, interpretation, construction and
         administration of the Plan shall be governed by the laws of Kentucky,
         except to the extent preempted by Federal law. The masculine gender,
         wherever used in this Plan, shall include the feminine. The singular
         shall include the plural, and the plural the singular, wherever
         appropriate for the proper interpretation of this Plan. The headings in
         this Plan appear solely for ease of reference and shall not be
         considered in the interpretation or construction of this Plan. The
         Company intends that this Plan shall be qualified under Code section
         401(a), that the Plan shall be an employee stock ownership plan under
         Code Section 4975(e)(7) and ERISA Section 407(d)(6), and that the
         related trust shall be exempt under Code section 501(a); and the Plan
         and related trust shall be interpreted in accordance with the
         applicable requirements of the Code, ERISA and the regulations
         thereunder.

11.06    Indemnity of Employees. Either directly or through insurance coverage
         or through some combination of these methods the Company shall
         indemnify and hold harmless its employees, officers and directors and
         the members of the Administrative Committee, if any, against all
         claims, damages and liabilities, in respect of any claim or liability
         which may be asserted against any of them because of any act or
         omission in the administration of the Plan or the Trust or in their
         capacity as Trustees, except in case of any fraud or willful wrongdoing
         by the person seeking to be indemnified and held harmless. If any
         liability is asserted against an indemnitee with respect to which the
         indemnitee is entitled to indemnity under this section, the indemnitee
         shall give the Company prompt written notice of the assertion of the
         liability. The Company shall then take charge of the disposition of the
         asserted liability, including compromise or the conduct of litigation,
         at the Company's expense, including counsel fees. The indemnitee may at
         the indemnitee's own expense retain his own counsel and share in the
         conduct of any such litigation, but any failure by the indemnitee to do
         so shall not adversely affect the indemnitee's right to indemnity under
         this Section.

11.07    Merger. If this Plan is merged or consolidated with any other employee
         benefit plan or if the assets or liabilities under this Plan are
         transferred to any other employee benefit plan, each Participant under
         the Plan must receive a benefit after such merger, consolidation or
         transfer which is equal to or greater than the benefit such Participant
         would have been entitled to receive immediately before such merger,
         consolidation or transfer, the amount of such benefits before and after
         such merger, consolidation or transfer to be determined as if the Plan
         and such other employee benefit plan were then terminated.

11.08    Internal Revenue Code. Any reference in this Plan to any provision of
         the Internal Revenue Code of 1986, as amended, shall also be read as a
         reference to the corresponding provision, if any, of any subsequent
         Federal legislation.


                                       44
<PAGE>

11.09    Annual Additions. This Section 11.09 provides limitations on the amount
         a Participant may receive as an allocation under the Plan for a
         Limitation Year. The limitation on allocations (the "Annual Additions
         Limitation") applies in the aggregate to all plans maintained by the
         Employer.

         (a)      Annual Additions Limitation. If the Participant does not
                  participate in, and has never participated in another
                  qualified retirement plan, a welfare benefit fund (as defined
                  under Code ss.415(1)(2)), or a simplified employee pension (as
                  defined under Code ss.408(k)) maintained by the Employer, then
                  the amount of Annual Additions which may be credited to the
                  Participant's Account for any Limitation Year shall not exceed
                  the lesser of the Maximum Permissible Amount or any other
                  limitation contained in this Plan. If a Company contribution
                  that would otherwise be contributed or allocated to a
                  Participant's Account will cause that Participant's Annual
                  Additions for the Limitation Year to exceed the Maximum
                  Permissible Amount, the amount to be contributed or allocated
                  to such Participant shall be reduced so that the Annual
                  Additions allocated to such Participant's Account for the
                  Limitation Year will equal the Maximum Permissible Amount.
                  However, if a contribution or allocation to a Participant's
                  Account will exceed the Maximum Permissible Amount due to a
                  correctable event described in (b) below, the Excess Amount
                  may be contributed or allocated to such Participant and
                  corrected in accordance with the correction procedures
                  outlined in (b). Prior to determining the Participant's actual
                  Total Compensation for the Limitation Year, the Employer may
                  determine the Maximum Permissible Amount for a Participant on
                  the basis of a reasonable estimation of the Participant's
                  Total Compensation for the Limitation Year, uniformly
                  determined for all Participants similarly situated. As soon as
                  administratively feasible after the end of the Limitation
                  Year, the Employer shall determine the Maximum Permissible
                  Amount for the Limitation Year on the basis of the
                  Participant's actual Total Compensation for the Limitation
                  Year.

         (b)      Disposition of Excess Amount. If, as a result of the use of
                  estimated Total Compensation, the allocation of forfeitures,
                  or other reasonable error in applying the Annual Additions
                  Limitation, an Excess Amount arises, the excess shall be
                  disposed of as follows:

                  (1)      Any nondeductible voluntary contributions (plus
                           attributable earnings), to the extent such
                           contributions would reduce the Excess Amount, shall
                           be returned to the Participant.

                  (2)      If, after the application of paragraph (1), an Excess
                           Amount still exists, any Section 401(k) Deferrals
                           (plus attributable earnings), to the extent such
                           deferrals would reduce the Excess Amount, shall be
                           distributed to the Participant. The Employer may
                           elect not to apply this paragraph (2) if the ADP Test
                           has already been performed and the distribution of
                           Section


                                       45
<PAGE>

                           401(k) Deferrals to correct the Excess Amount will
                           cause the ADP Test to fail or will change the amount
                           of corrective distributions. If Company matching
                           contributions were allocated on Section 401(k)
                           Deferrals for the Limitation Year, the Section 401(k)
                           Deferrals shall be distributed only to the extent the
                           Section 401(k) Deferrals, plus Company matching
                           contributions allocated with respect to such Section
                           401(k) Deferrals, reduce the Excess Amount. Any
                           Company matching contributions identified under this
                           Section (2) shall be treated as an Excess Amount
                           correctable under paragraphs (3), (4) and (5) below.

                  (3)      If after the application of paragraph (2), an Excess
                           Amount still exists, and the Participant is covered
                           by the Plan at the end of the Limitation Year, the
                           Excess Amount in the Participant's Account shall be
                           used to reduce Company contributions (including any
                           allocation of Forfeitures) for such Participant in
                           the next Limitation Year, and each succeeding
                           Limitation Year if necessary.

                  (4)      If, after the application of paragraph (3), an Excess
                           Amount still exists, and the Participant is not
                           covered by the Plan at the end of the Limitation
                           Year, the Excess Amount shall be allocated to a
                           suspense account. The suspense account shall be
                           applied to reduce future Company contributions for
                           all remaining Participants in the next Limitation
                           Year, and each succeeding Limitation Years if
                           necessary.

                  (5)      If a suspense account is in existence at any time
                           during a Limitation Year pursuant to this Section, it
                           shall not participate in the allocation of investment
                           gains and losses, unless otherwise provided in
                           uniform valuation procedures established by the Plan
                           Administrator. If a suspense account is in existence
                           at any time during a particular Limitation Year, all
                           amounts in the suspense account must be allocated to
                           Participants' Accounts before any Company
                           contributions may be made to the Plan for that
                           Limitation Year. Subject to paragraph (1), Excess
                           Amounts may not be distributed to Participants or
                           former Participants.

         (c)      Annual Additions Limitation - Participation in Another Plan.
                  This subsection (c) applies if, in addition to this Plan, the
                  Participant receives an Annual Addition during any Limitation
                  year from another defined contribution plan maintained by the
                  Employer, a welfare benefit fund maintained by the Employer,
                  an individual medical account maintained by the Employer, or a
                  simplified employee pension maintained by the Employer that
                  provides an Annual Addition. This Plan's Annual Addition
                  Limitation. The Annual Additions which may be credited to a
                  Participant's Account under this Plan for any such Limitation
                  Year shall not exceed the Maximum Permissible Amount reduced
                  by the Annual Additions credited to a Participant's Account
                  under any other defined contribution plan,


                                       46
<PAGE>

                  welfare benefit fund, individual medical account, or
                  simplified employee pension maintained by the Employer for the
                  same Limitation Year. If the Annual Additions with respect to
                  the Participant under any other defined contribution plan,
                  welfare benefit fund, individual medical account, or
                  simplified employee pension maintained by the Employer are
                  less than the Maximum Permissible Amount and the Annual
                  Additions that would otherwise be contributed or allocated to
                  the Participant's Account under this Plan would exceed the
                  Annual Additions Limitation for the Limitation Year, the
                  amount contributed or allocated shall be reduced so that the
                  Annual Additions under all such Plans and funds for the
                  Limitations Year will equal the Maximum Permissible Amount.
                  However, if a contribution or allocation to a Participant's
                  Account will exceed the Maximum Permissible Amount due to a
                  correctable event described in subsection (b), the Excess
                  Amount may be contributed or allocated to such Participant and
                  corrected in accordance with the correction procedures
                  outlined in subsection (b). If the Annual Additions with
                  respect to the Participant under such other defined
                  contribution plans, welfare benefit funds, individual medical
                  accounts, and simplified employee pensions in the aggregate
                  are equal to or greater than the Maximum Permissible Amount,
                  no amount shall be contributed or allocated to the
                  Participant's Account under this Plan for the Limitation Year.
                  However, if a contribution or allocation to a Participant's
                  Account will exceed the Maximum Permissible Amount due to a
                  correctable event described in subsection (b), the Excess
                  Amount may be contributed or allocated to such Participant and
                  corrected in accordance with the correction procedures
                  outlined in subsection (b). Prior to determining the
                  Participant's actual Total Compensation for the Limitation
                  Year, the Employer may determine the Maximum Permissible
                  Amount for a Participant in the manner described in subsection
                  (b). As soon as administratively feasible after the end of the
                  Limitation Year, the Maximum Permissible Amount for the
                  Limitation Year shall be determined on the basis of the
                  Participant's actual Total Compensation for the Limitation
                  Year. If, as a result of the use of estimated Total
                  Compensation, an allocation of Forfeitures, or other
                  reasonable error in applying the Annual Additions Limitation,
                  a Participant's Annual Additions under this Plan and such
                  other plans or funds would result in an Excess Amount for a
                  Limitation Year, the Excess Amount shall be deemed to consist
                  of the Annual Additions last allocated, except that Annual
                  Additions attributable to a simplified employee pension shall
                  be deemed to have been allocated first, followed by Annual
                  Additions to a welfare benefit fund or individual medical
                  account, regardless of the actual allocation date. If an
                  Excess Amount is allocated to a Participant on an allocation
                  date of this Plan which coincides with an allocation date of
                  another plan, such Excess Amount shall be attributed to the
                  following types of plan(s) in the order listed, until the
                  entire Excess Amount is allocated.

                  (1)      First, to any cash or deferred arrangement(s) (401(k)
                           plan(s)) maintained by the Employer.


                                       47
<PAGE>

                  (2)      Then, to any profit sharing plan(s) maintained by the
                           Employer.

                  (3)      Then, to any money purchase plan(s) maintained by the
                           Employer.

                  (4)      Finally, to any target benefit plan(s) maintained by
                           the Employer.

                  If an amount is allocated to the same type of Plan on the same
                  allocation date, the Excess Amount attributed to this Plan is
                  the product of: (A) the total Excess Amount allocated as of
                  such date, times (B) the ratio of (i) the Annual Additions
                  allocated to the Participant for the Limitation Year as of
                  such date under this Plan to (ii) the total Annual Additions
                  allocated to the Participant for the Limitation Year as of
                  such date under this and all other Defined Contribution Plans.
                  Disposition of Excess Amounts. Any Excess Amount attributed to
                  this Plan shall be disposed in the manner described in
                  subsection (b).

         (d)      Definitions. For purposes of this Section 11.09, the following
                  terms shall have the following meanings:

                  (1)      "ADP Test" means actual deferral percentage
                           nondiscrimination test that applies to Section 401(k)
                           Deferrals pursuant to Code Section 401(k)((3).

                  (2)      (A)      "Annual Additions" means the sum of the
                           following amounts credited to a Participant's Account
                           for the Limitation Year: (i) The lesser of Company
                           contributions or the fair market value of the
                           Financed Shares released as a result of the
                           contributions; (ii) Employee nondeductible Employee
                           contributions and Section 401(k) Deferrals; (iii)
                           Forfeitures; (iv) amounts allocated to an individual
                           medical account (as defined in Code ss.415(1)(2)),
                           which is part of a pension or annuity plan maintained
                           by the Employer, 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 Code ss.419A(d)(3)) under a welfare
                           benefit fund (as defined in Code ss.419(e))
                           maintained by the Employer are treated as Annual
                           Additions to a Defined Contribution Plan; and (v)
                           allocations under a simplified employee pension (as
                           defined in Code ss.408(k)). For this purpose, any
                           Excess Amount applied under subsection (b) in the
                           Limitation Year to reduce Company contributions shall
                           be considered Annual Additions for such Limitation
                           Year. If shares of Company Stock are sold out of the
                           Acquisition Loan suspense account, the gain on the
                           sale shall be treated as earnings, not Annual
                           Additions, and shall be allocated as such.


                                       48
<PAGE>

                           (B)      The term "Annual Additions" shall not
                                    include any Company contributions applied to
                                    pay interest on an Acquisition Loan, or any
                                    Financed Shares which are allocated as
                                    Forfeitures; provided however, this sentence
                                    shall not apply in a Limitation Year for
                                    which more than one-third of the Company
                                    contributions, which are deductible under
                                    Code Section 404(a)(9), are allocated to the
                                    Accounts of Highly Compensated Employees.
                                    Amounts allocable to Highly Compensated
                                    Employees shall be reduced pro rata based on
                                    Compensation to the extent necessary to
                                    prevent the allocations to Highly
                                    Compensated Employees from exceeding
                                    one-third of the Company contributions
                                    deductible under Code Section 404(a)(9) and
                                    such reduced amounts shall be allocated
                                    among the Nonhighly Compensated Employees
                                    who are Active Participants in accordance
                                    with Section 4.03.

                  (3)      "Defined Contribution Dollar Limitation: means
                           $30,000, as adjusted under Code ss.415(d).

                  (4)      "Employer" shall have the meaning forth is Section
                           1.16, except that the references to Code Sections
                           414(b) and 414(c) shall be modified as provided in
                           Code Section 415(h).

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

                  (6)      "Limitation Year" means the 12 consecutive month
                           period ending on the Anniversary Date. All qualified
                           retirement plans under Code ss.401(a) maintained by
                           the Employer must use the same Limitation Year. If
                           the Limitation Year is amended to a different
                           12-consecutive month period, the new Limitation Year
                           must begin on a date within the Limitation Year in
                           which the amendment is made.

                  (7)      "Maximum Permissible Amount" means the amount
                           determined under (a), subject to (b).

         (e)      "Maximum Permissible Amount" means the maximum Annual Addition
                  that may be contributed or allocated to a Participant's
                  Account under the Plan for any Limitation Year shall not
                  exceed the lesser of: (A) the Defined Contribution Dollar
                  Limitation, or (B) 25 percent of the Participant's Total
                  Compensation for the Limitation Year. The Total Compensation
                  limitation referred to in (B) shall not apply to any
                  contribution for medical benefits (within the meaning of Code
                  ss.401(h) or ss.419A(f)(2)) which is otherwise treated as an
                  Annual Addition under Code ss.415(1)(1) or ss.419A(d)(2). If a
                  short Limitation Year is created because of an amendment
                  changing the Limitation Year to a different 12-consecutive
                  month


                                       49
<PAGE>

                  period, the Maximum Permissible Amount shall not exceed the
                  Defined Contribution Dollar Limitation multiplied by the
                  following fraction:

                          Number of months in the short Limitation Year
                                                12

         (f)      The annual addition that may be contributed or allocated to a
                  participant's account under the plan for any limitation year
                  shall not exceed the lesser of: (1) $40,000, as adjusted for
                  increases in the cost-of-living under Section 415(d) of the
                  Code, or (2) 100 percent of the participant's compensation,
                  within the meaning of Section 415(c)(3) of the Code, for the
                  limitation year. The compensation limit referred to in (2)
                  shall not apply to any contribution for medical benefits after
                  separation from service (within the meaning of Section 401(h)
                  or Section 419A(f)(2) of the Code) which is otherwise treated
                  as an annual addition. This subsection (b) is intended as good
                  faith compliance with the requirements of the Economic Growth
                  and Tax Relief Reconciliation Act of 2001 ("EGTRRA") and is to
                  be construed in accordance with EGTRRA and guidance issued
                  thereunder. This subsection shall be effective for limitation
                  years beginning after December 31, 2001, and this subsection
                  shall supersede the provisions of the Plan to the extent those
                  provisions are inconsistent with this subsection.

                  (1)      "Section 401(k) Deferrals" means amounts contributed
                           to a defined contribution plan by the Company at the
                           election of a Participant, in lieu of cash
                           compensation, which are not included in the
                           Employee's gross income by reason of Code Section
                           125.

                  (2)      "Total Compensation: means the amount of compensation
                           as defined under Section 1.14(a), but without regard
                           to Sections 1.14(a)(1), (2) and (3), except that for
                           Limitation Years beginning on and after January 1,
                           1998, Total Compensation shall include any elective
                           deferral (as defined in Code Section 402(g)(3)), and
                           any amount which is contributed or deferred by the
                           Employer at the election of the Employee and which is
                           not includible in the gross income of the Employee by
                           reason of Code Section 125, 132(f)(4) or ss.457.
                           However, the Employer may include in Total
                           Compensation for a Limitation Year amounts earned but
                           not paid in the Limitation Year because of the timing
                           of pay periods and pay days, but only if these
                           amounts are paid during the first few weeks of the
                           next Limitation Year, such amounts are included on a
                           uniform and consistent basis with respect to all
                           similarly-situated Employees, and no amounts are
                           included in Total Compensation in more than one
                           Limitation Year. The Employer need not make any
                           formal election to include accrued Total Compensation
                           described in the preceding sentence. Total
                           Compensation does not include any imputed
                           compensation for the period a Participant is
                           disabled.


                                       50
<PAGE>

         (g)      Participation in a Defined Benefit Plan. This subsection (e)
                  shall not apply for Limitation Years beginning on and after
                  January 1, 2000, except as applied in operation during the
                  applicable remedial amendment period in accordance with the
                  terms of the Plan in effect before the adoption of this
                  document. Subject to the preceding sentence, if the Company
                  maintains, or at any time maintained, a defined benefit plan
                  covering any Participant in this Plan, the sum of the
                  Participant's Defined Benefit Fraction and Defined
                  Contribution Fraction shall not exceed 1.0 in any Limitation
                  Year. If, in any Limitation Year, the sum of the Defined
                  Benefit Plan fraction and the Defined Contribution Plan
                  fraction will exceed 1.0, the rate of benefit accruals under
                  the Defined Benefit Plan shall be reduced so that the sum of
                  the fractions equals 1.0. For purposes of this subsection (e),
                  the following terms shall have the following meanings:

                  (1)      "Defined Benefit Fraction" means a fraction, the
                           numerator of which is the sum of the Participant's
                           Projected Annual Benefit under all the defined
                           benefit plans (whether or not terminated) maintained
                           by the Employer, and the denominator of which is the
                           lesser of 125 percent of the dollar limitation
                           determined for the Limitation Year under Code
                           ss.ss.415(b) and (d) or 140 percent of the
                           Participant's Highest Average Compensation, including
                           any adjustments under Code ss.415(b). Notwithstanding
                           the above, if the Participant was a Participant as of
                           the first day of the first Limitation Year beginning
                           after December 31, 1986, in one or more Defined
                           Benefit Plans maintained by the Employer which were
                           in existence on May 6, 1986, the denominator of this
                           fraction shall not be less than 125 percent of the
                           sum of the annual benefits under such plans which the
                           Participant had accrued as of the close of the last
                           Limitation Year beginning before January 1, 1987,
                           disregarding any changes in the terms and conditions
                           of the plans after May 5, 1986. The preceding
                           sentence applies only if the Defined Benefit Plans
                           individually and in the aggregate satisfied the
                           requirements of Code ss.415 for all Limitation Years
                           beginning before January 1, 1987.

                  (2)      "Defined Contribution Fraction" means a fraction, the
                           numerator of which is the sum of the Annual Additions
                           to the Participant's Account under all the Defined
                           Contribution Plans (whether or not terminated)
                           maintained by the Employer for the current and all
                           prior Limitation Years (including the Annual
                           Additions attributable to the Participant's
                           nonelective employee contributions to all Defined
                           Benefit Plans, whether or not terminated, maintained
                           by the Employer, and the Annual Additions
                           attributable to all welfare benefit funds, individual
                           medical accounts, and simplified employee plans
                           maintained by the Employer, and the denominator of
                           which is the sum of the maximum aggregate amount for
                           the current and all prior Limitation Years during
                           which the Participant performed service with the
                           Employer (regardless of whether a Defined
                           Contribution Plan was


                                       51
<PAGE>

                           maintained by the Employer during such years).
                           The maximum aggregate amount in any Limitation Year
                           is the lesser of: (A) 125 percent of the Defined
                           Contribution Dollar Limitation in effect under
                           Code ss.415(c)(l)(A) for such Limitation Year or (B)
                           35 percent of the Participant's Total Compensation
                           for such Limitation Year. If the Employee was a
                           Participant as of the end of the first day of the
                           first Limitation Year beginning after December 31,
                           1986, in one or more Defined Contribution Plans
                           maintained by the Employer which were in existence on
                           May 6, 1986, the numerator of this fraction shall be
                           adjusted if the sum of this fraction and the Defined
                           Benefit Fraction would otherwise exceed 1.0 under the
                           terms of this Plan. Under the adjustment, an amount
                           equal to the product of (i) the excess of the sum of
                           the fractions over 1.0 times (ii) the denominator of
                           this fraction, shall be permanently subtracted from
                           the numerator of this fraction. The adjustment is
                           calculated using the fractions as they would be
                           computed as of the end of the last Limitation Year
                           beginning before January 1, 1987, and disregarding
                           any changes in the terms and conditions of the Plan
                           made after May 5, 1986, but using the Code ss.415
                           limitation applicable to the first Limitation Year
                           beginning on or after January 1, 1987. The Annual
                           Additions for any Limitation Years beginning before
                           January 1, 1987 shall not be recomputed to treat all
                           Employee contributions as Annual Additions.

                  (3)      "Highest Average Compensation" means the average
                           Total Compensation for the three consecutive years of
                           service with the Employer that produces the highest
                           average.

                  (4)      "Projected Annual Benefit" means the annual
                           retirement benefit (adjusted to an actuarially
                           equivalent straight life annuity if such benefit is
                           expressed in a form other than a straight life
                           annuity or qualified joint and survivor annuity) to
                           which the Participant would be entitled under the
                           terms of the Plan assuming: (A) the Participant shall
                           continue employment until normal retirement age under
                           the Plan (or current age, if later), and (B) the
                           Participant's Total Compensation for the current
                           Limitation Year and all other relevant factors used
                           to determine benefits under the Plan shall remain
                           constant for all future Limitation Years.

11.10    Status of Participants. Neither the establishment or any amendment of
         the Plan, nor the payment of any benefits, shall be construed as giving
         to any Participant or other person any legal or equitable right against
         the Employer, the Administrator or the Trustee except as expressly
         provided herein, and in no event shall the terms of employment of any
         Employee or Participant be modified or in any way be affected hereby
         except as expressly provided herein.


                                       52
<PAGE>

11.11    Incapacitated Recipient. If the Administrator finds that any
         Participant or any Beneficiary entitled to receive a payment under this
         Plan is unable to care for his affairs because of illness, injury or
         minority, any such payment may, at the Administrator's direction, be
         made for his benefit to the spouse, child, brothers, sisters, parents
         or the person having custody of such Participant or such Beneficiary,
         unless a prior claim shall have been made by a duly appointed guardian
         or other legal representative.

11.12    Discretionary Acts. Any discretionary acts to be taken, or policies to
         be adopted, under the terms and provisions of this Plan and Trust
         Agreement by the Administrator or the Trustee shall be uniform in their
         nature and application to all those similarly situated.

11.13    Notices to Administrator. The Company shall notify the Administrator of
         the occurrence of any event of which the Company has knowledge that
         would make any Participant or any Beneficiary eligible for any benefit
         under the Plan.

11.14    Unclaimed Account Procedure.

         (a)      The Plan does not require either the Trustee or the
                  Administrator to search for, or ascertain the whereabouts of,
                  any Participant or Beneficiary. The Administrator, by
                  certified mail addressed to his last known address of record
                  with the Administrator or the Employer, shall notify any
                  Participant, or Beneficiary, that he is entitled to a
                  distribution under this Plan. If the Participant, or
                  Beneficiary, fails to claim his distributive share or make his
                  whereabouts known in writing to the Administrator within six
                  months from the date of mailing of the notice, the
                  Administrator shall thereafter treat the Participant's or
                  Beneficiary's unclaimed payable Accrued Benefit as a
                  Forfeiture, which shall be reallocated in accordance with
                  Section 3.04 for the Plan Year in which the Forfeiture occurs.
                  A Forfeiture under this Section shall occur when the
                  Administrator determines that the Participant or Beneficiary
                  cannot be located.

         (b)      If a Participant or Beneficiary who has incurred a Forfeiture
                  of his Accrued Benefit under this Section makes a claim, at
                  any time, for his forfeited Accrued Benefit, the Administrator
                  shall restore the Participant's or Beneficiary's forfeited
                  Accrued Benefit to the same dollar amount as the dollar amount
                  of the Accrued Benefit forfeited, unadjusted for any gains or
                  losses occurring subsequent to the date of the forfeiture. The
                  Administrator shall make the restoration during the Plan Year
                  in which the Participant or Beneficiary makes the claim, first
                  from the amount, if any, of forfeitures the Administrator
                  otherwise would allocate for the Plan Year, and then from the
                  amount or additional amount, the Employer shall contribute to
                  enable the Administrator to make the required restoration. The
                  Administrator shall direct the Trustee to distribute the
                  Participant's or Beneficiary's restored Accrued Benefit to him
                  not later than sixty days after the close of the Plan Year in
                  which the Administrator restores the forfeited Accrued
                  Benefit. The forfeiture provisions of this Section shall apply
                  solely to the


                                       53
<PAGE>

                  Participant's or to the Beneficiary's Accrued Benefit derived
                  from Employer contributions.

11.15    Use of IRS Compliance Programs. Nothing in this Plan document should be
         construed to limit the availability of the IRS' comprehensive system of
         voluntary correction programs, including the Self-Correction Program,
         the Voluntary Correction Program and the Audit Closing Agreement
         Program. The Administrator or an Employer may take whatever corrective
         actions are permitted under the IRS Employee Plans Compliance
         Resolution System, or successor program, as is deemed appropriate by
         the Administrator or Employer.

11.16    Use of Electronic Media. The Administrator may use telephonic or
         electronic media to satisfy any notice requirements required by this
         Plan, to the extent permissible under regulations (or other generally
         applicable guidance). In addition, a Participant's consent to immediate
         distribution, as required by Section 5, may be provided through
         telephonic or electronic means, to the extent permissible under
         regulations (or other generally applicable guidance). The Administrator
         also may use telephonic or electronic media to conduct plan
         transactions such as enrolling participants, making (and changing)
         salary reduction elections, electing (and changing) investment
         allocations, applying for Plan loans, and other transactions, to the
         extent permissible under regulations (or other generally applicable
         guidance).


                                  SECTION 12.

                           Fiduciary Responsibilities

12.01    Named Fiduciaries. The control, management and administration of the
         Plan and the control, management and disposition of the Fund shall be
         controlled by the following fiduciaries (individually a "Named
         Fiduciary" and collectively the "Named Fiduciaries"): The Company, the
         Administrator, the Trustee, the Administrative Committee, and the
         Investment Committee, if any.

12.02    Powers and Responsibilities. Each Named Fiduciary shall have only such
         powers and responsibilities as are expressed in the Plan. Any power or
         responsibility for the control, management or administration of the
         Plan or Fund which is not expressly allocated to a Named Fiduciary
         shall be deemed allocated to the Administrator. Each Named Fiduciary
         shall have no responsibility to inquire into the accounts and omissions
         of any other Named Fiduciary in the exercise of powers or the discharge
         of responsibilities assigned to such other Named Fiduciary by the Plan.
         This provision is intended to allocate to each Named Fiduciary the
         individual responsibility for the prudent execution of the functions
         assigned to that Named Fiduciary, and none of such responsibilities or
         any other responsibility shall be shared by two or more Named
         Fiduciaries unless such sharing shall be provided for by a specific
         provision of the Plan or the Trust. If one Named


                                       54
<PAGE>

         Fiduciary is required by the Plan to follow the directions of another
         Named Fiduciary, the two Named Fiduciaries shall not be deemed to have
         been assigned a shared responsibility, but the responsibility of the
         Named Fiduciary giving the directions shall be deemed his sole
         responsibility.

12.03    Allocation of Responsibilities. Any Named Fiduciaries may by agreement
         among themselves allocate to one or more other Named Fiduciaries any
         responsibility or duty assigned to a Named Fiduciary by the Plan;
         provided, however, that any agreement respecting such allocation shall
         be in writing and shall be filed by the Administrator with the records
         of the Plan. No such agreement shall be effective as to any Named
         Fiduciary which is not a party to the agreement until such Named
         Fiduciary has received written notice of the agreement from the Named
         Fiduciaries who are parties to the agreement. Any Named Fiduciary may,
         by written instrument filed by the Administrator with the records of
         the Plan, designate a person who is not a Named Fiduciary to carry out
         any of the Named Fiduciary's responsibilities under the Plan; provided,
         however, that no such designation shall be effective as to any other
         Named Fiduciary until such other Named Fiduciary has received notice of
         that designation.

12.04    Employees. Any Named Fiduciary or a person designated by a Named
         Fiduciary to perform any responsibility of the Named Fiduciary pursuant
         to the procedure described in Section 12.03 may employ one or more
         persons to render advice with respect to any responsibility such Named
         Fiduciary has under the Plan or such person has because of such
         designation.

12.05    Funding Policy. The Administrator annually shall determine anticipated
         liquidity requirements to meet projected benefit payments for the
         following Plan Year and, if any adjustment from previous annual
         liquidity requirements is appropriate, notice of the adjusted
         requirement shall be communicated as soon as possible to the Trustee in
         writing so that Fund investment policies may be appropriately
         coordinated with Plan needs. If no notice is delivered to the Trustee
         by the first day of any Plan Year, the Trustee may assume without
         further inquiry that the liquidity requirements for such Plan Year
         remain the same as requirements for the preceding Year.


                                  SECTION 13.

                         Nondiscrimination Testing Rules

13.01    Limitation on the Amount of Elective Deferrals.

         (a)      In general. A Participant's total Elective Deferrals under
                  this Plan, or any other qualified plan of the Employer, for
                  any calendar year may not exceed the lesser of (1) 16 percent
                  of Compensation; (2) the dollar limitation under Code
                  ss.402(g) in


                                       55
<PAGE>

                  effect at the beginning of the calendar year; or (3) the
                  amount permitted under the Annual Additions Limitation
                  described in Section 11.09.

         (b)      Correction of Code ss.402(g) Violation. A Participant may not
                  make Elective Deferrals that exceed the dollar limitation
                  under Code ss.402(g). The dollar limitation under Code
                  ss.402(g) applicable to a Participant's Elective Deferrals
                  under this Plan is reduced by any Elective Deferrals the
                  Participant makes under any other plan maintained by the
                  Employer. If a Participant makes Elective Deferrals that
                  exceed the Code ss.402(g) limit, the Employer may correct the
                  Code ss.402(g) violation in the following manner.

                  (1)      Suspension of Elective Deferrals. The Employer may
                           suspend a Participant's Elective Deferrals under the
                           Plan for the remainder of the calendar year when the
                           Participant's Elective Deferrals under this Plan, in
                           combination with any Elective Deferrals the
                           Participant makes during the calendar year under any
                           other plan maintained by the Employer, equal or
                           exceed the dollar limitation under Code ss.402(g).

                  (2)      Distribution of Excess Deferrals. If a Participant
                           makes Elective Deferrals under this Plan during a
                           calendar year which exceed the dollar limitation
                           under Code ss.402(g), the Participant will receive a
                           corrective distribution from the Plan of the Excess
                           Deferrals (plus allocable income) no later than April
                           15 of the following calendar year. The amount which
                           must be distributed as a correction of Excess
                           Deferrals for a calendar year equals the amount of
                           Elective Deferrals the Participant contributes in
                           excess of the dollar limitation under Code ss.402(g)
                           during the calendar year to this Plan, and any other
                           plan maintained by the Employer, reduced by any
                           corrective distribution of Excess Deferrals the
                           Participant receives during the calendar year from
                           this Plan or other plan(s) maintained by the
                           Employer.

                           (A)      Allocable gain or loss. A corrective
                                    distribution of Excess Deferrals must
                                    include any allocable gain or loss for the
                                    calendar year in which the Excess Deferrals
                                    are made. For this purpose, allocable gain
                                    or loss on Excess Deferrals may be
                                    determined in any reasonable manner,
                                    provided the manner used to determine
                                    allocable gain or loss is applied uniformly
                                    and in a manner that is reasonably
                                    reflective of the method used by the Plan
                                    for allocating income to Participants'
                                    Accounts.

                           (B)      Coordination with other provisions. A
                                    corrective distribution of Excess Deferrals
                                    made by April 15 of the following calendar
                                    year may be made without consent of the
                                    Participant or the Participant's spouse, and
                                    without regard to any other distribution
                                    restrictions. A


                                       56
<PAGE>

                                    corrective distribution of Excess Deferrals
                                    made by the appropriate April 15 also is not
                                    treated as a distribution for purposes of
                                    applying the required minimum distribution
                                    rules under Section 6.02. Excess Deferrals
                                    shall not be treated as Annual Additions
                                    under Section 11.09 if the Excess Deferrals
                                    are distributed not later than the first
                                    April 15 following the close of the
                                    Participant's taxable year for which the
                                    Excess Deferrals are made.

                           (C)      Coordination with corrective distribution of
                                    Excess Contributions. If a Participant for
                                    whom a corrective distribution of Excess
                                    Deferrals is being made received a previous
                                    corrective distribution of Excess
                                    Contributions to correct the ADP Test for
                                    the Plan Year beginning with or within the
                                    calendar year for which the Participant made
                                    the Excess Deferrals, the previous
                                    corrective distribution of Excess
                                    Contributions is treated first as a
                                    corrective distribution of Excess Deferrals
                                    to the extent necessary to eliminate the
                                    Excess Deferral violation. The amount of the
                                    corrective distribution of Excess
                                    Contributions which is required to correct
                                    the ADP Test failure is reduced by the
                                    amount treated as a corrective distribution
                                    of Excess Deferrals.

                  (3)      Correction of Excess Deferrals under plans not
                           maintained by the Employer. The correction provisions
                           under subsections (1) and (2) above apply only if a
                           Participant makes Excess Deferrals under plans
                           maintained by the Employer. However, if a Participant
                           has Excess Deferrals because the total Elective
                           Deferrals for a calendar year under all plans in
                           which he or she participates, including plans that
                           are not maintained by the Employer, exceed the dollar
                           limitation under Code ss.402(g), the Participant may
                           assign to this Plan any portion of the Excess
                           Deferrals made during the calendar year. The
                           Participant must notify the Administrator in writing
                           on or before March 1 of the following calendar year
                           of the amount of the Excess Deferrals to be assigned
                           to this Plan. Upon receipt of a timely notification,
                           the Excess Deferrals assigned to this Plan will be
                           distributed (along with any allocable income or loss)
                           to the Participant in accordance with the corrective
                           distribution provisions under subsection (2) above. A
                           Participant is deemed to notify the Administrator of
                           Excess Deferrals to the extent such Excess Deferrals
                           arise only under this Plan and any other plan
                           maintained by the Employer.

13.02    Nondiscrimination Testing of Elective Deferrals - ADP Test. The
         Elective Deferrals made by Highly Compensated Employees must satisfy
         the Actual Deferral Percentage Test ("ADP Test") for each Plan Year.
         The Administrator shall maintain records sufficient to demonstrate
         satisfaction of the ADP Test, including the amount of any QNECs or
         QMACs included in such test, pursuant to subsection (b) below. If the
         Plan


                                       57
<PAGE>

         fails the ADP Test for any Plan Year, the corrective provisions under
         subsection (c) below will apply.

         (a)      ADP Test testing methods. For Plan Years beginning on and
                  after 1998, the ADP Test will be performed using the Prior
                  Year Testing Method. The ADP Test will be performed for the
                  1997 Plan Year using the Current Year Testing Method.

                  (1)      Under the Prior Year Testing Method, the Average
                           Deferral Percentage ("ADP") of the Highly Compensated
                           Employee Group for the current Plan Year is compared
                           with the ADP of the Nonhighly Compensated Employee
                           Group for the prior Plan Year. The Plan must satisfy
                           one of the following tests for each Plan Year:

                           (A)      The ADP of the Highly Compensated Employee
                                    Group for the current Plan Year shall not
                                    exceed 1.25 times the ADP of the Nonhighly
                                    Compensated Employee Group for the prior
                                    Plan Year.

                           (B)      The ADP of the Highly Compensated Employee
                                    Group for the current Plan Year shall not
                                    exceed the percentage (whichever is less)
                                    determined by (i) adding 2 percentage points
                                    to the ADP of the Nonhighly Compensated
                                    Employee Group for the prior Plan Year, or
                                    (ii) multiplying the ADP of the Nonhighly
                                    Compensated Employee Group for the prior
                                    Plan Year by 2.

                  (2)      Under the Current Year Testing Method, the ADP of the
                           Highly Compensated Employee Testing Group for the
                           current Plan Year is compared to the ADP of the
                           Nonhighly Compensated Employee Group for the current
                           Plan Year. The Plan must satisfy the ADP Test, as
                           described in subsection (1) above, for the Plan Year
                           being tested, but using the ADP of the Nonhighly
                           Compensated Employee Group for the current Plan Year
                           instead of for the Prior Plan Year.

         (b)      Use of QMACs and QNECs under the ADP Test. The Administrator
                  may take into account all or any portion of QMACs and QNECs
                  (see Sections 13.06(h) and (i)) for purposes of applying the
                  ADP Test. QMACs and QNECs may not be included in the ADP Test
                  to the extent such amounts are included in the ACP Test for
                  such Plan Year. QMACs and QNECs made to another qualified plan
                  maintained by the Employer may also be taken into account, so
                  long as the other plan has the same Plan Year as this Plan. To
                  include QNECs under the ADP Test, all Company contributions,
                  including the QNECs, must satisfy Code ss.401(a)(4). In
                  addition, the Company contributions, excluding any QNECs used
                  in the ADP Test or ACP Test, must also satisfy
                  Code ss.401(a)(4).


                                       58
<PAGE>

                  (1)      Timing of contributions. In order to be used in the
                           ADP Test for a given Plan Year, QNECs and QMACs must
                           be made before the end of the 12-month period
                           immediately following the Plan Year for which they
                           are allocated. If the Company is using the Prior Year
                           Testing Method, QMACs and QNECs taken into account
                           for the Nonhighly Compensated Employee Group must be
                           allocated for the prior Plan Year, and must be made
                           no later than the end of the 12-month period
                           immediately following the end of such prior Plan
                           Year.

                  (2)      Testing flexibility. The Administrator is expressly
                           granted the full flexibility permitted by applicable
                           Treasury regulations to determine the amount of QMACs
                           and QNECs used in the ADP Test. QMACs and QNECs taken
                           into account under the ADP Test do not have to be
                           uniformly determined for each Eligible Participant,
                           and may represent all or any portion of the QMACs and
                           QNECs allocated to each Eligible Participant,
                           provided the conditions described above are
                           satisfied.

         (c)      Correction of Excess Contributions. If the Plan fails the ADP
                  Test for a Plan Year, the Administrator may use any
                  combination of the correction methods under this Section to
                  correct the Excess Contributions (Section 17.06(d)) under the
                  Plan.

                  (1)      Corrective distribution of Excess Contributions. If
                           the Plan fails the ADP Test for a Plan Year, the
                           Administrator may, in its discretion, distribute
                           Excess Contributions (including any allocable income
                           or loss) no later than the last day of the following
                           Plan Year to correct the ADP Test violation.

                           (A)      Amount to be distributed. In determining the
                                    amount of Excess Contributions to be
                                    distributed to a Highly Compensated Employee
                                    under this Section, Excess Contributions are
                                    first allocated equally to the Highly
                                    Compensated Employee(s) with the largest
                                    dollar amount of contributions taken into
                                    account under the ADP Test for the Plan Year
                                    in which the excess occurs. The Excess
                                    Contributions allocated to such Highly
                                    Compensated Employee(s) reduce the dollar
                                    amount of the contributions taken into
                                    account under the ADP Test for such Highly
                                    Compensated Employee(s) until all of the
                                    Excess Contributions are allocated or until
                                    the dollar amount of such contributions for
                                    the Highly Compensated Employee(s) is
                                    reduced to the next highest dollar amount of
                                    such contributions for any other Highly
                                    Compensated Employee(s). If there are Excess
                                    Contributions remaining, the Excess
                                    Contributions continue to be allocated in
                                    this manner until all of the Excess
                                    Contributions are allocated.


                                       59
<PAGE>

                           (B)      Allocable gain or loss. A corrective
                                    distribution of Excess Contributions must
                                    include any allocable gain or loss
                                    attributable to it through the date the
                                    Excess Contributions are distributed. For
                                    this purpose, allocable gain or loss on
                                    Excess Contributions may be determined in
                                    any reasonable manner, provided the manner
                                    used is applied uniformly and in a manner
                                    that is reasonably reflective of the method
                                    used by the Plan for allocating income to
                                    Participants' Accounts.

                           (C)      Coordination with other provisions. A
                                    corrective distribution of Excess
                                    Contributions made by the end of the Plan
                                    Year following the Plan Year in which the
                                    excess occurs may be made without consent of
                                    the Participant or the Participant's spouse,
                                    and without regard to any distribution
                                    restrictions applicable under Section 5 or
                                    Section 6. Excess Contributions are treated
                                    as Annual Additions for purposes of
                                    Code ss.415 even if distributed from the
                                    Plan. A corrective distribution of Excess
                                    Contributions is not treated as a
                                    distribution for purposes of applying the
                                    required minimum distribution rules under
                                    Section 6.02.

                                    If a Participant has Excess Deferrals for
                                    the calendar year ending with or within the
                                    Plan Year for which the Participant receives
                                    a corrective distribution of Excess
                                    Contributions, the corrective distribution
                                    of Excess Contributions is treated first as
                                    a corrective distribution of Excess
                                    Deferrals. The amount of the corrective
                                    distribution of Excess Contributions that
                                    must be distributed to correct an ADP Test
                                    failure for a Plan Year is reduced by any
                                    amount distributed as a corrective
                                    distribution of Excess Deferrals for the
                                    calendar year ending with or within such
                                    Plan Year.

                           (D)      Accounting for Excess Contributions. Excess
                                    Contributions are distributed from the
                                    following sources and in the following
                                    priority: (1) Elective Deferrals that are
                                    not matched; (2) proportionately from
                                    Elective Deferrals not distributed under (1)
                                    and related QMACs that are included in the
                                    ADP Test; (3) QMACs included in the ADP Test
                                    that are not distributed under (2); and (4)
                                    QNECs included in the ADP Test.

                  (2)      Making QMACs or QNECs. The Company may make
                           additional QMACs or QNECs to the Plan on behalf of
                           the Nonhighly Compensated Employees in order to
                           correct an ADP Test violation. Any QMACs contributed
                           under this subsection (2) will be allocated to all
                           Participants who are Nonhighly Compensated Employees
                           as a uniform percentage of Elective Deferrals made
                           during the Plan Year. Any QNECs contributed


                                       60
<PAGE>

                           under this subsection (2) will be allocated to all
                           Participants who are Nonhighly Compensated Employees
                           as a uniform percentage of Compensation in accordance
                           with Section 4.01(b).

         (d)      Adjustment of deferral rate for Highly Compensated Employees.
                  The Company may suspend (or automatically reduce the rate of)
                  Elective Deferrals for the Highly Compensated Employee Group
                  for all or a portion of a Plan Year, to the extent necessary
                  to satisfy the ADP Test or to reduce the margin of failure. A
                  suspension or reduction shall not affect Elective Deferrals
                  already contributed by the Highly Compensated Employees for
                  the Plan Year. As of the first day of the subsequent Plan
                  Year, Elective Deferrals shall resume at the levels elected by
                  the Highly Compensated Employees, subject to this subsection.

13.03    Nondiscrimination Testing of Matching Contributions - ACP Test. The
         Matching Contributions (including QMACs that are not included in the
         ADP Test) made for Highly Compensated Employees must satisfy the Actual
         Contribution Percentage Test ("ACP Test") for each Plan Year. The
         Administrator shall maintain records sufficient to demonstrate
         satisfaction of the ACP Test, including the amount of any Elective
         Deferrals or QNECs included in such test, pursuant to subsection (b)
         below. If the Plan fails the ACP Test for any Plan Year, the correction
         provisions under subsection (c) below will apply.

         (a)      ACP Test testing methods. For Plan Years beginning on and
                  after 1998, the ACP Test will be performed using the Prior
                  Year Testing Method. The ACP Test will be performed for the
                  1997 Plan Year using the Current Year Testing Method.

                  (1)      Under the Prior Year Testing Method, the Average
                           Contribution Percentage ("ACP") of the Highly
                           Compensated Employee Group for the current Plan Year
                           is compared with the ACP of the Nonhighly Compensated
                           Employee Group for the prior Plan Year. The Plan must
                           satisfy one of the following tests for each Plan
                           Year:

                           (A)      The ACP of the Highly Compensated Employee
                                    Group for the current Plan Year shall not
                                    exceed 1.25 times the ACP of the Nonhighly
                                    Compensated Employee Group for the prior
                                    Plan Year.

                           (B)      The ACP of the Highly Compensated Employee
                                    Group for the current Plan Year shall not
                                    exceed the percentage (whichever is less)
                                    determined by (i) adding 2 percentage points
                                    to the ACP of the Nonhighly Compensated
                                    Employee Group for the prior Plan Year, or
                                    (ii) multiplying the ACP of the Nonhighly
                                    Compensated Employee Group for the prior
                                    Plan Year by 2.


                                       61
<PAGE>

                  (2)      Under the Current Year Testing Method, the ACP of the
                           Highly Compensated Employee Testing Group for the
                           current Plan Year is compared to the ACP of the
                           Nonhighly Compensated Employee Group for the current
                           Plan Year. The Plan must satisfy the ACP Test, as
                           described in subsection (1) above, for the Plan Year,
                           but using the ACP of the Nonhighly Compensated
                           Employee Group for the current Plan Year instead of
                           for the Prior Plan Year.

         (b)      Use of Elective Deferrals and QNECs under the ACP Test. The
                  Plan Administrator may take into account all or any portion of
                  Elective Deferrals and QNECs made to this Plan, or to another
                  qualified plan maintained by the Employer, for purposes of
                  applying the ACP Test. QNECs may not be included in the ACP
                  Test to the extent such amounts are included in the ADP Test
                  for such Plan Year. Elective Deferrals and QNECs made to
                  another qualified plan maintained by the Employer may also be
                  taken into account, so long as the other plan has the same
                  Plan Year as this Plan. To include Elective Deferrals under
                  the ACP Test, the Plan must satisfy the ADP Test taking into
                  account all Elective Deferrals, including those used under the
                  ACP Test, and taking into account only those Elective
                  Deferrals not included in the ACP Test. To include QNECs under
                  the ACP Test, all Company Contributions, including the QNECs,
                  must satisfy Code ss.401(a)(4). In addition, the Company
                  Contributions, excluding any QNECs used in the ADP Test or ACP
                  Test, must also satisfy Code ss.401(a)(4).

                  (1)      Timing of contributions. In order to be used in the
                           ACP Test for a given Plan Year, QNECs must be made
                           before the end of the 12-month period immediately
                           following the Plan Year for which they are allocated.
                           If the Company is using the Prior Year Testing
                           Method, QNECs taken into account for the Nonhighly
                           Compensated Employee Group must be allocated for the
                           prior Plan Year, and must be made no later than the
                           end of the 12-month period immediately following such
                           Plan Year.

                  (2)      Testing flexibility. The Administrator is expressly
                           granted the full flexibility permitted by applicable
                           Treasury regulations to determine the amount of
                           Elective Deferrals and QNECs used in the ACP Test.
                           Elective Deferrals and QNECs taken into account under
                           the ACP Test do not have to be uniformly determined
                           for each Eligible Participant, and may represent all
                           or any portion of the Elective Deferrals and QNECs
                           allocated to each Eligible Participant, provided the
                           conditions described above are satisfied.

         (c)      Correction of Excess Aggregate Contributions. If the Plan
                  fails the ACP Test for a Plan Year, the Administrator may use
                  any combination of the correction methods under this Section
                  to correct the Excess Aggregate Contributions under the Plan.


                                       62
<PAGE>

                  (1)      Corrective distribution of Excess Aggregate
                           Contributions. If the Plan fails the ACP Test for a
                           Plan Year, the Plan Administrator may, in its
                           discretion, distribute Excess Aggregate Contributions
                           (including any allocable income or loss) no later
                           than the last day of the following Plan Year to
                           correct the ACP Test violation. Excess Aggregate
                           Contributions will be distributed only to the extent
                           they are vested under Section 5.05, determined as of
                           the last day of the Plan Year for which the
                           contributions are made to the Plan. To the extent
                           Excess Aggregate Contributions are not vested, the
                           Excess Aggregate Contributions, plus any income and
                           minus any loss allocable thereto, shall be forfeited
                           and allocated in accordance with Section 3.04.

                           (A)      Amount to be distributed. In determining the
                                    amount of Excess Aggregate Contributions to
                                    be distributed to a Highly Compensated
                                    Employee under this Section, Excess
                                    Aggregate Contributions are first allocated
                                    equally to the Highly Compensated
                                    Employee(s) with the largest dollar amount
                                    of contributions taken into account under
                                    the ACP Test for the Plan Year in which the
                                    excess occurs. The Excess Aggregate
                                    Contributions allocated to such Highly
                                    Compensated Employee(s) reduce the dollar
                                    amount of the contributions taken into
                                    account under the ACP Test for such Highly
                                    Compensated Employee(s) until all of the
                                    Excess Aggregate Contributions are allocated
                                    or until the dollar amount of such
                                    contributions for the Highly Compensated
                                    Employee(s) is reduced to the next highest
                                    dollar amount of such contributions for any
                                    other Highly Compensated Employee(s). If
                                    there are Excess Aggregate Contributions
                                    remaining, the Excess Aggregate
                                    Contributions continue to be allocated in
                                    this manner until all of the Excess
                                    Aggregate Contributions are allocated.

                           (B)      Allocable gain or loss. A corrective
                                    distribution of Excess Aggregate
                                    Contributions must include any allocable
                                    gain or loss attributable to it through the
                                    date the Excess Aggregate Contributions are
                                    distributed. For this purpose, allocable
                                    gain or loss on Excess Aggregate
                                    Contributions may be determined in any
                                    reasonable manner, provided the manner used
                                    is applied uniformly and in a manner that is
                                    reasonably reflective of the method used by
                                    the Plan for allocating income to
                                    Participants' Accounts.

                           (C)      Coordination with other provisions. A
                                    corrective distribution of Excess Aggregate
                                    Contributions made by the end of the Plan
                                    Year following the Plan Year in which the
                                    excess occurs may be made without consent of
                                    the Participant or the Participant's spouse,
                                    and


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<PAGE>

                                    without regard to any distribution
                                    restrictions applicable under Section 5 or
                                    Section 6. Excess Aggregate Contributions
                                    are treated as Annual Additions for purposes
                                    of Code ss.415 even if distributed from the
                                    Plan. A corrective distribution of Excess
                                    Aggregate Contributions is not treated as a
                                    distribution for purposes of applying the
                                    required minimum distribution rules under
                                    Section 6.02.

                           (D)      Accounting for Excess Aggregate
                                    Contributions. Excess Aggregate
                                    Contributions are distributed from the
                                    following sources and in the following
                                    priority: (i) Matching Contributions
                                    included in the ACP Test; (ii) Elective
                                    Deferrals included in the ACP Test that are
                                    not matched; (iii) proportionately from
                                    Elective Deferrals included in the ACP Test
                                    that are not distributed under (ii) and
                                    related Matching Contributions that are
                                    included in the ACP Test and not distributed
                                    under (i); and (iv) QNECs included in the
                                    ACP Test.

                  (2)      Making QMACs or QNECs. The Company may make
                           additional QMACs and/or QNECs to the Plan on behalf
                           of the Nonhighly Compensated Employees in order to
                           correct an ACP Test violation to the extent such
                           amounts are not used in the ADP Test. Any QMACs
                           contributed under this subsection (2) will be
                           allocated to all Participants who are Nonhighly
                           Compensated Employees as a uniform percentage of
                           Elective Deferrals made during the Plan Year. Any
                           QNECs contributed under this subsection (2) will be
                           allocated to all Participants who are Nonhighly
                           Compensated Employees as a uniform percentage of
                           Compensation.

13.04    Multiple Use Test. If both an ADP Test and an ACP Test are run for the
         Plan Year, and the Plan does not pass the 1.25 test under either the
         ADP Test or the ACP Test, the Plan must satisfy a special Multiple Use
         Test, unless such Multiple Use Test is repealed or modified by statute,
         or other IRS guidance.

         (a)      Aggregate Limit. Under the Multiple Use Test, the sum of the
                  ADP and the ACP for the Highly Compensated Employee Group may
                  not exceed the Plan's Aggregate Limit. For this purpose, the
                  ADP and ACP of the Highly Compensated Employees are determined
                  after any corrections required to meet the ADP and ACP tests
                  and are deemed to be the maximum permitted under such tests
                  for the Plan Year. In applying the Multiple Use Test, the
                  Plan's Aggregate Limit is the sum of (1) and (2):

                  (1)      1.25 times the greater of: (A) the ADP of the
                           Nonhighly Compensated Employee Group, or (B) the ACP
                           of the Nonhighly Compensated Employee Group; and


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<PAGE>

                  (2)      the lesser of 2 times or 2 plus the lesser of: (A)
                           the ADP of the Nonhighly Compensated Employee Group,
                           or (B) the ACP of the Nonhighly Compensated Employee
                           Group.

                  Alternatively, if it results in a larger amount, the Aggregate
                  Limit is the sum of (3) and (4):

                  (3)      1.25 times the lesser of: (A) the ADP of the
                           Nonhighly Compensated Employee Group, or (B) the ACP
                           of the Nonhighly Compensated Employee Group; and

                  (4)      the lesser of 2 times or 2 plus the greater of: (A)
                           the ADP of the Nonhighly Compensated Employee Group,
                           or (B) the ACP of the Nonhighly Compensated Employee
                           Group.

                  The Aggregate Limit is calculated using the ADP and ACP of the
                  Nonhighly Compensated Employee Group that is used in
                  performing the ADP Test and ACP Test for the Plan Year. Thus,
                  if the Prior Year Testing Method is being used, the Aggregate
                  Limit is calculated by using the applicable percentage of the
                  Nonhighly Compensated Employee Group for the prior Plan Year.
                  If the Current Year Testing Method is being used, the
                  Aggregate Limit is calculated by using the applicable
                  percentage of the Nonhighly Compensated Employee Group for the
                  current Plan Year.

         (b)      Correction of the Multiple Use Test. If the Multiple Use Test
                  is not passed, the following corrective action will be taken.

                  (1)      Corrective distributions. The Plan will make
                           corrective distributions (or additional corrective
                           distributions, if corrective distributions are
                           already being made to correct a violation of the ADP
                           Test or ACP Test), to the extent other corrective
                           action is not taken or such other action is not
                           sufficient to completely eliminate the Multiple Use
                           Test violation. Such corrective distributions may be
                           determined as if they were being made to correct a
                           violation of the ADP Test or a violation of the ACP
                           Test, or a combination of both, as determined by the
                           Administrator. Any corrective distribution that is
                           treated as if it were correcting a violation of the
                           ADP Test will be determined under the rules described
                           in Section 13.02(c). Any corrective distribution that
                           is treated as if it were correcting a violation of
                           the ACP Test will be determined under the rules
                           described in Section 13.03(c).

                  (2)      Making QMACs or QNECs. The Company may make
                           additional QMACs or QNECs, so that the resulting ADP
                           and/or ACP of the Nonhighly Compensated Employee
                           Group is increased to the extent necessary to


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<PAGE>

                           satisfy the Multiple Use Test. Any QMACs contributed
                           under this subsection (2) will be allocated to all
                           Participants who are Nonhighly Compensated Employees
                           as a uniform percentage of Elective Deferrals made
                           during the Plan Year. Any QNECs contributed under
                           this subsection (2) will be allocated to all
                           Participants who are Nonhighly Compensated Employees
                           as a uniform percentage of Compensation in accordance
                           with Section 4.01(b).

13.05    Special Rules. This Section describes special testing rules that apply
         to the ADP Test or the ACP Test. In some cases, the special testing
         rule is optional, in which case, the election to use such rule is
         solely within the discretion of the Administrator. Subsection (g)
         describes special forfeiture rules.

         (a)      Special rule for determining ADP and ACP of Highly Compensated
                  Employee Group. When calculating the ADP or ACP of the Highly
                  Compensated Employee Group for any Plan Year, a Highly
                  Compensated Employee's Elective Deferrals and Matching
                  Contributions under all qualified plans maintained by the
                  Employer are taken into account as if such contributions were
                  made to a single plan. If the plans have different Plan Years,
                  the contributions made in all Plan Years that end in the same
                  calendar year are aggregated under this paragraph. This
                  aggregation rule does not apply to plans that are required to
                  be disaggregated under Code ss.410(b).

         (b)      Aggregation of plans. When calculating the ADP Test and the
                  ACP Test, plans that are permissively aggregated for coverage
                  and nondiscrimination testing purposes are treated as a single
                  plan. This aggregation rule applies to determine the ADP or
                  ACP of both the Highly Compensated Employee Group and the
                  Nonhighly Compensated Employee Group. Any adjustments to the
                  ADP of the Nonhighly Compensated Employee Group for the prior
                  year will be made in accordance with Notice 98-1 and any
                  superseding guidance, unless the Company has elected to use
                  the Current Year Testing Method. Aggregation described in this
                  paragraph is not permitted unless all plans being aggregated
                  have the same Plan Year and use the same testing method for
                  the applicable test.

         (c)      Plans covering Union Employees and non-Union Employees. If the
                  Plan covers Union Employees and non-Union Employees, the Plan
                  shall be mandatorily disaggregated for purposes of applying
                  the ADP Test and the ACP Test into two separate plans, one
                  covering the Union Employees and one covering the non-Union
                  Employees. A separate ADP Test must be applied for each
                  disaggregated portion of the Plan in accordance with
                  applicable Treasury regulations. A separate ACP Test must be
                  applied to the disaggregated portion of the Plan that covers
                  the non-Union Employees. The disaggregated portion of the Plan
                  that includes the Union Employees is deemed to pass the ACP
                  Test. For purposes of this subsection a "Union Employee" is an
                  Employee described in Section 2.02(d).


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<PAGE>

         (d)      Otherwise excludable Employees. If the minimum coverage test
                  under Code ss.410(b) is performed by disaggregating "otherwise
                  excludable Employees" (i.e., Employees who have not satisfied
                  the maximum age 21 and one Year of Service eligibility
                  conditions permitted under Code ss.410(a)), then the Plan is
                  treated as two separate plans, one benefiting the otherwise
                  excludable Employees and the other benefiting Employees who
                  have satisfied the maximum age and service eligibility
                  conditions. If such disaggregation applies, the following
                  operating rules apply to the ADP Test and the ACP Test.

                  (1)      For Plan Years beginning before January 1, 1999, the
                           ADP Test and the ACP Test are applied separately for
                           each disaggregated plan. If there are no Highly
                           Compensated Employees benefiting under a
                           disaggregated plan, then no ADP Test or ACP Test is
                           required for such plan.

                  (2)      For Plan Years beginning after December 31, 1998,
                           instead of the rule under subsection (1), only the
                           disaggregated plan that benefits the Employees who
                           have satisfied the maximum age and service
                           eligibility conditions permitted under Code ss.410(a)
                           is subject to the ADP Test and the ACP Test. However,
                           any Highly Compensated Employee who is benefiting
                           under the disaggregated plan that includes the
                           otherwise excludable Employees is taken into account
                           in such tests. The Employer may elect to apply the
                           rule in subsection (1) instead.

         (e)      Corrective action for disaggregated plans. Any corrective
                  action authorized by this Section may be determined separately
                  with respect to each disaggregated portion of the Plan. A
                  corrective action taken with respect to a disaggregated
                  portion of the Plan need not be consistent with the method of
                  correction (if any) used for another disaggregated portion of
                  the Plan. The Employer is expressly permitted to designate
                  discretionary QNECs or QMACs as allocable only to Participants
                  in a particular disaggregated portion of the Plan.

         (f)      Special rules for the Prior Year Testing Method. In Plan Years
                  in which the Plan uses the Prior Year Testing Method, and an
                  election made under subsection (b), (c) or (d) above is
                  inconsistent with the election made in the prior Plan Year,
                  the plan coverage change rules described in IRS Notice 98-1
                  (or other successor guidance) will apply in determining the
                  ADP and ACP for the Nonhighly Compensated Employee Group.

         (g)      If a Participant receives a distribution of Excess Deferrals,
                  Excess Contributions, or Excess Aggregate Contributions, the
                  Administrator will forfeit the portion of his or her Matching
                  Account (whether vested or not) which is attributable to such
                  distributed amounts (except to the extent such amount has been
                  distributed as Excess Contributions or Excess Aggregate
                  Contributions). A forfeiture of Matching Contributions under
                  this subsection (g) occurs in the Plan Year in which the
                  Participant receives the distribution of Excess Deferrals,
                  Excess Contributions, and/or Excess Aggregate Contributions.


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<PAGE>

13.06    Definitions. The following definitions apply for purposes of this
         Section 13.

         (a)      ACP - Average Contribution Percentage. The ACP for a group is
                  the average of the contribution percentages calculated
                  separately for each Participant in the group. A Participant's
                  contribution percentage is the ratio of the contributions made
                  on behalf of the Participant that are included under the ACP
                  Test, expressed as a percentage of the Participant's Testing
                  Compensation for the Plan Year. For this purpose, the
                  contributions included under the ACP Test are the sum of the
                  Matching Contributions and QMACs (to the extent not taken into
                  account for purposes of the ADP test) made under the Plan on
                  behalf of the Participant for the Plan Year. The ACP may also
                  include other contributions as provided in Section 13.03(b),
                  if applicable.

         (b)      ADP - Average Deferral Percentage. The ADP for a group is the
                  average of the deferral percentages calculated separately for
                  each Participant in the group. A Participant's deferral
                  percentage is the ratio of the Participant's deferral
                  contributions expressed as a percentage of the Participant's
                  Testing Compensation for the Plan Year. For this purpose, a
                  Participant's deferral contributions include any Elective
                  Deferrals made pursuant to the Participant's deferral
                  election, including Excess Deferrals of Highly Compensated
                  Employees (but excluding Excess Deferrals of Nonhighly
                  Compensated Employees). The ADP may also include other
                  contributions as provided in Section 13.02(b), if applicable.

                  In determining a Participant's deferral percentage for the
                  Plan Year, a deferral contribution may be taken into account
                  only if such contribution is allocated to the Participant's
                  Account as of a date within the Plan Year. For this purpose, a
                  deferral contribution may only be allocated to a Participant's
                  Account within a particular Plan Year if the deferral
                  contribution is actually paid to the Trust no later than the
                  end of the 12-month period immediately following that Plan
                  Year and the deferral contribution relates to Compensation
                  that (1) would otherwise have been received by the Participant
                  in that Plan Year, or (2) is attributable to services
                  performed in that Plan Year and would otherwise have been
                  received by the Participant within 2 1/2 months after the
                  close of that Plan Year. No formal election need be made by
                  the Company to use the 2 1/2-month rule described in the
                  preceding sentence. However, deferral contributions may only
                  be taken into account for a single Plan Year.

         (c)      Excess Aggregate Contributions. Excess Aggregate Contributions
                  for a Plan Year are the amounts contributed on behalf of the
                  Highly Compensated Employees that exceed the maximum amount
                  permitted under the ACP Test for such Plan Year. The total
                  dollar amount of Excess Aggregate Contributions for a Plan
                  Year is


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<PAGE>

                  determined by calculating the amount that would have to be
                  distributed to the Highly Compensated Employees if the
                  distributions were made first to the Highly Compensated
                  Employee(s) with the highest contribution percentage until
                  either:

                  (1)      the adjusted ACP for the Highly Compensated Employee
                           Group would reach a percentage that satisfies the ACP
                           Test, or

                  (2)      the contribution percentage of the Highly Compensated
                           Employee(s) with the next highest contribution
                           percentage would be reached.

                  This process is repeated until the adjusted ACP for the Highly
                  Compensated Employee Group would satisfy the ACP Test. The
                  total dollar amount so determined is then divided among the
                  Highly Compensated Employee Group in the manner described in
                  Section 13.03(c)(1) to determine the actual corrective
                  distributions to be made.

         (d)      Excess Contributions. Excess Contributions for a Plan Year are
                  the amounts taken into account in computing the ADP of the
                  Highly Compensated Employees that exceed the maximum amount
                  permitted under the ADP Test for such Plan Year. The total
                  dollar amount of Excess Contributions for a Plan Year is
                  determined by calculating the amount that would have to be
                  distributed to the Highly Compensated Employees if the
                  distributions were made first to the Highly Compensated
                  Employee(s) with the highest deferral percentage until either:

                  (1)      the adjusted ADP for the Highly Compensated Employee
                           Group would reach a percentage that satisfies the ADP
                           Test, or

                  (2)      the deferral percentage of the Highly Compensated
                           Employee(s) with the next highest deferral percentage
                           would be reached.

                  This process is repeated until the adjusted ADP for the Highly
                  Compensated Employee Group would satisfy the ADP test. The
                  total dollar amount so determined is then divided among the
                  Highly Compensated Employee Group in the manner described in
                  Section 13.02(c)(1) to determine the actual corrective
                  distributions to be made.

         (e)      Excess Deferrals. Excess Deferrals are Elective Deferrals that
                  are includible in a Participant's gross income because they
                  exceed the dollar limitation under Code Section 402(g).

         (f)      Highly Compensated Employee Group. The Highly Compensated
                  Employee Group is the group of Participants who are Highly
                  Compensated Employees for the current Plan Year.


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<PAGE>

         (g)      Nonhighly Compensated Employee Group. The Nonhighly
                  Compensated Employee Group is the group of Participants who
                  are Nonhighly Compensated Employees for the applicable Plan
                  Year. For Plan Years in which the Prior Year Testing Method
                  applies, the Nonhighly Compensated Employee Group is the group
                  of Participants in the prior Plan Year who were Nonhighly
                  Compensated Employees for that year. For the Plan Year in
                  which the Current Year Testing Method applies, the Nonhighly
                  Compensated Employee Group is the group of Participants who
                  are Nonhighly Compensated Employees for the current Plan Year.

         (h)      QMACs - Qualified Matching Contribution. QMACs are Matching
                  Contributions that are 100% vested when contributed to the
                  Plan and are subject to the distribution restrictions
                  applicable to Elective Deferrals, except that no portion of a
                  Participant's QMAC Account may be distributed from the Plan on
                  account of hardship under Section 5.08.

         (i)      QNECs - Qualified Nonelective Contributions. QNECs are Company
                  Contributions that are 100% vested when contributed to the
                  Plan and are subject to the distribution restrictions
                  applicable to Elective Deferrals, except that no portion of a
                  Participant's QNEC Account may be distributed from the Plan on
                  account of hardship under Section 5.08.

         (j)      Testing Compensation. In determining the Testing Compensation
                  used for purposes of applying the ADP Test, the ACP Test, and
                  the Multiple Use Test, the Administrator is not bound by the
                  definition of Compensation in Section 1.12. The Administrator
                  may determine on an annual basis (and within its discretion)
                  the components of Testing Compensation for purposes of
                  applying the ADP Test, the ACP Test and the Multiple Use Test.
                  Testing Compensation must qualify as a nondiscriminatory
                  definition of compensation under Code Section 414(s) and the
                  regulations thereunder and must be applied consistently to all
                  Participants. Testing Compensation may be determined over the
                  Plan Year for which the applicable test is being performed or
                  the calendar year ending within such Plan Year. In determining
                  Testing Compensation, the Administrator may take into
                  consideration only the compensation received while the
                  Employee is a Participant under the component of the Plan
                  being tested. In no event may Testing Compensation for any
                  Participant exceed the compensation dollar limitation defined
                  in Section 1.12.


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                                  SECTION 14.

                            Amendment and Termination

14.01    Amendment. The Company reserves the right in its sole and final
         discretion to amend or modify the Plan and the Trust in any respect at
         any time and from time to time to any extent which it may deem
         desirable, and any amendment may be effective as of any date (including
         a date that precedes the date of adoption); provided, however, that

         (a)      Without the written consent of the Trustee no amendment shall
                  be made which will increase the duties or responsibilities of
                  the Trustee;

         (b)      Except for amendments required by the Internal Revenue Service
                  as a condition of its approval of the Plan and Trust as
                  qualifying under Section 401(a) and Section 501(a) of the
                  Code, and subject to Sections 11.02 and 11.14 of this Plan,
                  (1) no amendment shall divest any Participant or Beneficiary
                  of any interest vested in that Participant or Beneficiary, and
                  (2) no amendment shall permit any part of the Fund to be used
                  for, or diverted to, purposes other than for the exclusive
                  benefit of Employees and Beneficiaries;

         (c)      No amendment shall decrease the balance of a Participant's
                  Account or eliminate an optional form of distribution with
                  respect to any Account balance at the date of the amendment,
                  except to the extent permitted under Sections 412(c)(8) or
                  411(d)(6) of the Code; and

         (d)      Any amendment shall be by action of the Company's Board of
                  Directors, or by action of any officer of the Company pursuant
                  to an authorization of the Board of Directors.

14.02    Termination. The Company may in its sole and absolute discretion
         terminate (including by permanent discontinuance of contributions), or
         partially terminate, the Plan at any time. Any termination of the Plan
         shall be by action of the Company's Board of Directors. If the Company
         terminates or partially terminates this Plan, then for all purposes of
         this instrument each affected Participant's Account shall be 100
         percent Nonforfeitable. The Account shall, without the Participant's
         consent and without regard to the value of the Accrued Benefit, be
         distributed in a lump sum as soon as administratively practicable after
         the termination, if the Employer does not maintain any other defined
         contribution plan (other than an employee stock ownership plan as
         defined in Code Section 4975(e)(7)). If the Employer maintains another
         defined contribution plan (other than an employee stock ownership
         plan), then the Participant's Accrued Benefit shall be transferred,
         without the Participant's consent, to the other plan if the Participant
         does not consent to an immediate distribution (to the extent consent to
         an immediate distribution is otherwise required under Section 5.06). As
         of the date of distribution of Accounts in connection with the
         termination, the Administrator shall


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<PAGE>

         allocate the net income, gain or loss occurring since the last
         Valuation Date to the Accounts pro rata in an equitable and
         nondiscriminatory manner. The net income, gain or loss shall be
         determined after such reduction for fees and other administrative
         expenses relating to the termination as the Administrator may
         determine.


         IN WITNESS WHEREOF, the Company has executed this Plan as of June 6,
         1997 (except as otherwise provided), but actually on the date set forth
         below.


                                    TROVER SOLUTIONS, INC.



                                    By:/S/ Douglas R. Sharps
                                       ----------------------------
                                    Title:Executive Vice
                                          President Finance and
                                          Admininstration
                                          -------------------------
                                    Date: February 27,2002
                                         --------------------------


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