EQUITY RESIDENTIAL PROPERTIES TRUST
ADVANTAGE RETIREMENT SAVINGS PLAN
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>8
<FILENAME>a2072511zex-10_10.txt
<DESCRIPTION>ADVANTAGE RETIREMENT SAVINGS PLAN
<TEXT>
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                                                                   Exhibit 10.10







                     THE EQUITY RESIDENTIAL PROPERTIES TRUST

                        ADVANTAGE RETIREMENT SAVINGS PLAN

               (Amendment and Restated Effective January l, 2001)

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                                TABLE OF CONTENTS

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Article 1        INTRODUCTION.............................................................1
        1.01     .........................................................................1
        1.02     .........................................................................1

Article 2        DEFINITION...............................................................3
        2.01     Account..................................................................3
        2.02     Act......................................................................3
        2.03     Authorized Leave of Absence..............................................3
        2.04     Beneficiary..............................................................3
        2.05     Break in Service.........................................................3
        2.06     Code.....................................................................4
        2.07     Committee................................................................4
        2.08     Company..................................................................4
        2.09     Compensation.............................................................4
        2.10     Credited Service.........................................................4
        2.11     Distribution.............................................................5
        2.12     Effective Date...........................................................5
        2.13     Employee.................................................................5
        2.14     Employee Contributions...................................................6
        2.15     Employer.................................................................6
        2.16     Employer Contributions...................................................6
        2.17     Entry Date...............................................................6
        2.18     Fiduciary................................................................6
        2.19     Forfeiture...............................................................6
        2.20     Former Participant.......................................................6
        2.21     Fund.....................................................................6
        2.22     Hour of Service..........................................................6
        2.23     Normal Retirement Date...................................................7
        2.24     Participant..............................................................7
        2.25     Participating Employer...................................................7
        2.26     Permanent Disability.....................................................7
        2.27     Plan.....................................................................8
        2.28     Plan Year................................................................8
        2.29     Postponed Retirement Date................................................8
        2.30     Prior Plan...............................................................8
        2.31     Qualified Domestic Relations Order (QDRO)................................8
        2.32     Qualified Matching Contribution (QMAC)...................................8
        2.33     Qualified Non-Elective Contribution (QNEC)...............................8
        2.34     Recordkeeper.............................................................8
        2.35     Related Employer.........................................................8
        2.36     Related Plan.............................................................9
        2.37     Retirement...............................................................9


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                                TABLE OF CONTENTS
                                  (continued)
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        2.38     Rollover Contribution....................................................9
        2.39     Termination of Employment................................................9
        2.40     Trust or Trust Agreement.................................................9
        2.41     Trustee..................................................................9
        2.42     Valuation Date...........................................................9
        2.43     Rules of Construction....................................................9

Article 3        PARTICIPATION...........................................................11
        3.01     Participation...........................................................11
        3.02     Participation and Rehire................................................12
        3.03     No Contract for Employment..............................................12

Article 4        CONTRIBUTIONS...........................................................13
        4.01     Pre-Tax Contributions...................................................13
        4.02     Suspension of Pre-Tax Contributions.....................................15
        4.03     Employer Profit Sharing Contributions...................................15
        4.04     Employer Matching Contributions.........................................17
        4.05     Qualified Matching Contributions........................................17
        4.06     Qualified Non-Elective Contributions....................................17
        4.07     Payment of Contributions................................................17
        4.08     Limitations on Contributions............................................18
        4.09     Rollover Contributions..................................................21

Article 5        ACCOUNTS AND ALLOCATIONS................................................23
        5.01     Participant Accounts....................................................23
        5.02     Investment Directives...................................................23
        5.03     Valuation...............................................................25
        5.04     Value of Account for Purposes of Distribution...........................25
        5.05     Expenses................................................................26
        5.06     Voting of Employer Stock................................................26
        5.07     Errors..................................................................26
        5.08     Allocations Do Not Affect Vesting.......................................26
        5.09     Limitations on Allocations..............................................26

Article 6        DISTRIBUTION AND VESTING................................................28
        6.01     Normal Retirement.......................................................28
        6.02     Postponed Retirement....................................................28
        6.03     Permanent Disability....................................................28
        6.04     Distribution Upon Death.................................................28
        6.05     Termination of Employment...............................................28
        6.06     Disposition of Forfeitures..............................................29
        6.07     Valuation and Timing of Distribution....................................31
        6.08     Method of Distribution..................................................33
        6.09     Withdrawal of Accounts..................................................34


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                                TABLE OF CONTENTS
                                  (continued)
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        6.10     Payment to Minors and Incapacitated Persons.............................36
        6.11     Missing Persons.........................................................36
        6.12     Application for Benefits................................................37
        6.13     Beneficiary.............................................................37
        6.14     Loans To Participants...................................................38

Article 7        ADMINISTRATION OF THE PLAN..............................................44
        7.01     Named Fiduciaries.......................................................44
        7.02     Company.................................................................44
        7.03     Trustee.................................................................44
        7.04     Plan Administrator......................................................44
        7.05     Standard of Fiduciary Duty..............................................47
        7.06     Claims Procedure........................................................47

Article 8        AMENDMENT AND TERMINATION...............................................49
        8.01     Right to Amend..........................................................49
        8.02     Termination and Discontinuance of Contributions.........................49

Article 9        MISCELLANEOUS...........................................................51
        9.01     Headings................................................................51
        9.02     Action by Employer......................................................51
        9.03     Spendthrift Clause......................................................51
        9.04     Discrimination..........................................................51
        9.05     Release.................................................................51
        9.06     Compliance with Applicable Laws.........................................51
        9.07     Agent for Service of Process............................................51
        9.08     Merger..................................................................52
        9.09     Governing Law...........................................................52
        9.10     Absence of Guarantee....................................................52

Article 10       TOP HEAVY RULES.........................................................53
        10.01    General Rule............................................................53
        10.02    Definitions.............................................................53
        10.03    Minimum Allocation......................................................54
        10.04    Nonforfeitability of Employer Top-Heavy Contribution....................54
        10.05    Vesting.................................................................54
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                     THE EQUITY RESIDENTIAL PROPERTIES TRUST

                        ADVANTAGE RETIREMENT SAVINGS PLAN

                      (Restated Effective January 1, 2001)

                                    Article 1

                                  INTRODUCTION

         1.01     Equity Residential Properties Trust, a Maryland real estate
trust (the "Company") established a Profit Sharing Plan and Trust effective
January 1, 1995, known as the Equity Residential Properties Trust Advantage
Retirement Savings Plan.

         Effective January 1, 2001, Lexford Residential Trust ("Lexford") and
Grove Property Trust ("Grove") was merged into the Company and the employees of
Lexford who participated in the Lexford Residential Trust Savings Plan (the
"Lexford Plan") and the employees of Grove who participated in the Grove
Property Trust 401(k) Retirement Plan (the "Grove Plan") began participating in
this Plan. Effective July 1, 2001, Globe Business Resources, Inc. ("Globe"), and
the employees of Globe who participated in the Globe Business Resources, Inc.
401(k)/Profit-Sharing Plan (the "Globe Plan") began participating in this Plan.
The Lexford Plan and Grove Plan were merged into this Plan effective January 1,
2001, and the Globe Plan was merged into this Plan on August 1, 2001. Effective
as of December 31, 2001, two frozen plans previously maintained by subsidiaries
of the Company, the Cardinal Industries, Inc. Retirement Plan (the "Cardinal
Plan"), and the Equity Hotel Savings Trust (the "Hotel Trust") were merged into
the Plan.

         The Company hereby amends and restates the Plan to provide for the
merger into the Plan of the Lexford Plan, Grove Plan, Globe Plan, the Cardinal
Plan and the Hotel Trust, to comply with recent legislation, to incorporate
previous amendments, to delete obsolete provisions, and to make other
administrative, technical and conforming changes. The restatement of the Plan is
generally effective as of January 1, 2001, except as specifically stated
otherwise in this Plan document.

         The Plan was established on a qualified basis, and shall be maintained
in such manner as will continue to meet the applicable qualification
requirements of Section 401 of the Internal Revenue Code of 1986, as amended,
and the Employee Retirement Income Security Act of 1974, as amended. Anything
else contained herein to the contrary notwithstanding, any provision of this
amendment and restatement of the Plan which is required to have an effective
date earlier than January 1, 2001, in order to preserve the qualified status of
the Plan under Section 401 shall be effective as of such date. In the case of a
plan that has been merged into the Plan, any such provision which has an
effective date prior to the date of merger, shall apply to such plan, and shall
govern the rights of participants in such plan, during the period between such
effective date and the date of merger.

         1.02     The purpose of this Plan is to provide the benefits of a
qualified combined profit sharing and cash or deferred arrangement that is
funded, insofar as the law permits, through pre-tax salary reduction
contributions and Employer contributions, for the exclusive benefit of the

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Participants and their Beneficiaries; and this Plan shall be administered and
interpreted in accordance with such purpose. For purposes of Section 401(a)(27)
of the Code, the Plan is a profit sharing plan.
















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                                    Article 2

                                   DEFINITION

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

         2.01     ACCOUNT shall mean the total Account established and
maintained by the Plan Administrator or Trustee for each Participant, Former
Participant, or their Beneficiaries, to which shall be allocated the
Participant's interest, if any, in the Fund. Each Account shall be comprised of
the sub-accounts described in Section 5.01.

         2.02     ACT shall mean Public Law No. 93-406, the Employee Retirement
Income Security Act of 1974, as the same has been and may be amended from time
to time.

         2.03     AUTHORIZED LEAVE OF ABSENCE shall mean any absence authorized
by an Employer under the Company's leave of absence policies, provided that all
persons under similar circumstances must be treated alike in the granting of
such Authorized Leaves of Absence and provided further that the Participant
returns within the period of authorized absence. Once approved, a Leave of
Absence begins on the first day the employee is absent from work. An absence
covered under the Family Medical Leave Act shall be considered an authorized
Leave of Absence provided that the Employee returns to employment with an
Employer within the period provided by law. A period of Qualified Military
Service (as hereinafter defined) shall also be considered an Authorized Leave of
Absence. In other cases, the maximum length of an Authorized Leave of Absence is
26 weeks.

         A period of Authorized Leave of Absence shall not be considered a Break
in Service. Employees will continue to accrue hours of Credited Service for the
number of hours for which they receive compensation while on leave, or for any
period of Qualified Military Service. A person on Authorized Leave of Absence
who does not return to employment with an Employer or a Related Employer when
such Authorized Leave has expired will be considered to have a Termination of
Employment as defined in the leave policies of the Company.

         2.04     BENEFICIARY shall mean any person or persons entitled to
benefits under the Plan upon the death of a Participant, as determined under
Section 6.13.

         2.05     BREAK IN SERVICE refers to a Plan Year in which an Employee
has 500 or fewer Hours of Service. Solely for purposes of determining whether
the Employee has incurred a Break in Service, an Employee who is on a Leave of
Absence by reason of: (i) the pregnancy of the Employee; (ii) the birth of a
child of the Employee; (iii) the placement of a child with the Employee in
connection with the adoption of the child by the Employee; or (iv) caring for a
child referred to in (ii) and (iii) above immediately following such birth or
placement, shall be credited with Hours of Service for such Absence. Hours of
Service shall be credited for such Absence at the rate of ten (10) hours per
day, or forty-five (45) hours per week, but no more than 501 hours shall be
credited for such Absence in any Plan Year. Such Hours of Service shall be
credited for the Plan Year in which such Absence occurs if necessary to prevent
a Break in Service for that


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Plan Year; otherwise such Hours of Service shall be credited in the next
following Plan Year, but only if necessary to prevent a Break in Service for
that Plan Year.

         2.06     CODE shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         2.07     COMMITTEE shall mean the Administrative Committee, if any,
appointed by the Company under Article 7 to oversee the administration of the
Plan.

         2.08     COMPANY shall mean Equity Residential Properties Trust, a
Maryland real estate trust, and its successors. The Company shall be the Plan
Sponsor.

         2.09     COMPENSATION shall mean the total cash compensation of each
Participant (but only while a Participant) paid by the Employer during any Plan
Year, including bonuses (except as provided below), overtime pay and
commissioned earnings, and before reductions for salary reduction contributions
contributed to this Plan, to a cafeteria plan under Section 125 of the Code, or
to a qualified transportation fringe benefit policy under Section 132(f) of the
Code. Compensation shall not include (i) relocation pay or related payments;
(ii) severance pay; (iii) the rental value of apartments provided to the
resident managers of the rental properties of any Employer; (iv) disposition of
incentive stock options; (v) miscellaneous compensation; (vi) non-qualified
stock options; (vii) tips; or (viii) solely for purposes of Section 4.01, any
hire or retention bonus or other bonus that is not a performance-based incentive
bonus.

         Any Employee's Compensation for any Plan Year in excess of $170,000 (or
such other amount provided pursuant to Section 401(a)(17) of the Code) shall be
disregarded for all purposes under the Plan. Effective January 1, 2002, $200,000
shall be substituted for $170,000 in the preceding sentence. If an Employee
receives Compensation from more than one Employer for a Plan Year, then his
Compensation from all such Employers shall be aggregated for purposes of
applying the limit of Section 401(a)(17) of the Code for that Plan Year.
Commencing January 1, 1997, the rules requiring the aggregation of compensation
paid to certain family members of Highly Compensated Employees as set forth in
the Plan prior to the Effective Date shall no longer apply.

         For purposes of determining the Compensation of any Participant
employed by a Participating Employer for the Plan Year in which the
Participating Employer first maintains the Plan, only Compensation earned on and
after the effective date by which the Participating Employer becomes a
Participating Employer (or, if later, the date the individual becomes a
Participant) shall be counted under the Plan.

         2.10     CREDITED SERVICE shall mean the number of years of service
used to determine a Participant's vesting in Employer Contributions made
pursuant to Sections 4.03 and 4.04, which shall be measured in accordance with
the following rules:

         (a)      Subject to the other rules listed in this Section, an Employee
shall receive one (1) year of Credited Service for any Plan Year during which he
earns 1,000 or more Hours of Service for one or more Employers or Related
Employers.

         (b)      An individual shall not receive any Credited Service for any
period of


                                     - 4 -
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employment during any Plan Year if he earns less than 1,000 Hours of Service for
one or more Employers or Related Employers during such Plan Year.

         (c)      Except to the extent specifically provided in Schedule A
hereto, Credited Service shall not include: Hours of Service worked for an
entity prior to the earlier of (i) the date on which it adopted this Plan or
(ii) the date on which it became a Related Employer.

         (d)      An individual shall not receive Credited Service for any
period of employment which precedes a Break in Service, if:

                  (i)      As of the first day of the Break in Service, the
                           individual was not entitled to a vested benefit under
                           Section 6.05; and

                  (ii)     The duration of the Break in Service measured in
                           years (complete months expressed as a fraction of a
                           year) equals or exceeds five (5) years.

         (e)      Any Participant who ceases to be employed by an Employer but
who remains employed with any Related Employer or any other entity to the extent
provided in Schedule A, shall continue to earn Credited Service as though such
employment was employment with an Employer for purposes of vesting under this
Plan. Such employment also shall be considered as employment by an Employer for
purposes of Section 2.40 and eligibility to receive benefits, but the
contribution provisions of Article 4 shall not apply while he is not employed by
an Employer, notwithstanding any Plan provisions to the contrary.

         (f)      An Employee's Credited Service as of the Effective Date of the
Plan shall not be less than the service accrued immediately prior to the
Effective Date of the Plan.

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

         2.12     EFFECTIVE DATE shall mean January 1, 2001. Effective Date of
the Plan shall mean January 1, 1995.

         2.13     EMPLOYEE shall mean any person engaged in rendering personal
services to and under the control or supervision of an Employer and who is
receiving or accruing compensation from an Employer therefor, including any
person on Authorized Leave of Absence; but excluding any person whose terms of
employment are governed by the provisions of a collective bargaining agreement
with respect to which retirement benefits were the subject of good faith
negotiations, unless such agreement provides for such person's coverage under
the Plan, and any person who is an independent contractor.

         A Leased Employee shall not be considered an Employee, but a Leased
Employee who is subsequently hired as an Employee shall be entitled to Credited
Service for the period spent as a Leased Employee to the extent required by
Section 414(n) of the Code and the regulations thereunder, a Leased Employee who
is subsequently employed as an Employee shall be treated as an Employee. For
this purpose, a "Leased Employee" means any individual who is not an Employee
and who provides services for the Employer if: (i) such services are provided
pursuant to an agreement between the Employer and any other person; (ii) such
individual has


                                     - 5 -
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performed such services for the Employer (or a related person within the meaning
of Section 144(a)(3) of the Code) on a substantially full-time basis for a
period of at least one year; and (iii) effective January 1, 1997, such services
are performed under the primary direction and control of the Employer.

         2.14     EMPLOYEE CONTRIBUTIONS shall mean contributions made or
elected to be made by or on behalf of a Participant to the Plan as required or
permitted under Section 4.01 of the Plan, as from time to time in effect.

         2.15     EMPLOYER shall mean the Company and/or any Participating
Employer, and any successors or assigns of the Company or of any Participating
Employer. Each Employer shall bear the costs of contributions and may also bear
the costs of reasonable administrative expenses under the Plan for its
Employees.

         2.16     EMPLOYER CONTRIBUTIONS shall refer to the Employer Profit
Sharing Contributions made under Section 4.03 and the Employer Matching
Contributions made under Section 4.04, and may refer to Qualified Matching
Contributions under Section 4.05 or Qualified Non-elective Contributions under
Section 4.06, to the extent such Contributions are made to satisfy the tests set
forth in Section 4.08.

         2.17     ENTRY DATE shall mean the first day of each payroll period in
each Plan Year.

         2.18     FIDUCIARY shall mean any party named as a Fiduciary in Article
7 of the Plan. Any party shall be considered a Fiduciary of the Plan only to the
extent of any powers and duties specifically allocated to such party under the
Plan which are in the nature of fiduciary powers within the scope of Section
3(2l) of the Act.

         2.19     FORFEITURE shall mean the cancellation and treatment of the
non-vested portion of a Participant's Account in accordance with Section 6.06.

         2.20     FORMER PARTICIPANT shall mean an individual who has had a
Termination of Employment, and who was not thereafter re-employed, but who has
not received a complete Distribution of his Account.

         2.21     FUND shall mean the money and other properties held and
administered by the Trustee in accordance with the Plan and Trust Agreement.

         2.22     HOUR OF SERVICE shall mean:

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

         (b)      Each hour for which an Employee is paid, or entitled to
payment, by an Employer or a Related Employer, on account of a period of time
during which he performs no duties (irrespective of whether the employment
relationship is terminated) due to vacation, holiday, illness, incapacity,
layoff, jury duty, or leave of absence; provided that no Employee shall receive
credit for more than 501 Hours of Service for any single continuous period of
non-working time, except for an Employee in Qualified Military Service.


                                     - 6 -
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         (c)      Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by an Employer or Related Employer with
respect to an Employee.

         The following rules shall apply in the determination of whether an
Employee completes an Hour of Service:

                  (i)      The same hours shall not be credited under
                           subparagraphs (a) or (b) above, as the case may be,
                           and subparagraph (c) above;

                  (ii)     The rules relating to determining Hours of Service
                           for reasons other than the performance of duties and
                           for crediting Hours of Service to particular periods
                           of continuous employment shall be those rules stated
                           in U.S. Department of Labor regulations
                           2530.200b-2(b) and (c), respectively.

                  (iii)    In determining Hours of Service an Employee who is
                           employed by an Employer on other than an hourly rated
                           basis shall be credited with ten (10) hours per day,
                           or forty-five (45) hours per week for each day or
                           week the Employee would, if hourly rated, be credited
                           with Service pursuant to Subsection 2.22(a).

         2.23     NORMAL RETIREMENT DATE shall mean the date a Participant
reaches age sixty-five (65). Each Participant who attains his Normal Retirement
Date while actively employed shall become one hundred percent (100%) vested in
his Account as of such Date, regardless of his years of Credited Service.

         2.24     PARTICIPANT shall mean an Employee who becomes eligible to
participate in the Plan as provided in Section 3.01, and shall also include an
Employee who has made a Rollover Contribution, but only for purposes of such
Contribution.

         2.25     PARTICIPATING EMPLOYER shall mean any corporation, partnership
or trust that adopts this Plan and agrees to be governed by the terms and
provisions of this Plan and to participate herein. Upon the adoption of this
Plan by a Participating Employer, its employees shall be considered as Employees
for all purposes of this Plan effective as of the date of adoption, or as of
such earlier date as is specified in the resolution of adoption. No
Participating Employer shall be permitted to become a Participating Employer
without the consent of the Company. The Participating Employer status of any
corporation, partnership or trust shall cease as of the effective date specified
in a resolution of the Company which revokes such status. If any Participating
Employer so ceases to participate hereunder, such event shall not constitute a
partial or complete termination of the Plan except as otherwise provided under
the circumstances by applicable law. The Participating Employers shall be those
entities set forth on Schedule B hereto as in effect from time to time.

         2.26     PERMANENT DISABILITY shall mean a physical or mental condition
which, based upon medical reports and other evidence satisfactory to the Plan
Administrator, presumably permanently prevents an Employee from satisfactorily
performing his usual duties for his Employer or the duties of such other
position or job which his Employer makes available to him and for which such
Employee is qualified by reason of his training, education or experience.


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         2.27     PLAN shall mean The Equity Residential Properties Trust
Advantage Retirement Savings Plan, as in effect from time to time, including any
amendment or restatement thereof.

         2.28     PLAN YEAR shall mean the calendar year.

         2.29     POSTPONED RETIREMENT DATE shall mean a date following a
Participant's Normal Retirement Date on which he actually terminates his
employment.

         2.30     PRIOR PLAN shall mean a defined contribution retirement plan
that has been merged into the Plan or from which account balances have been
transferred in a direct trust-to-trust transfer, including the Lexford Plan, the
Grove Plan, the Globe Plan, the Cardinal Plan, the Hotel Trust, and the
Wellsford Residential Property Trust 401(k) Profit Sharing Plan.

         2.31     QUALIFIED DOMESTIC RELATIONS ORDER (QDRO) shall mean (1) a
qualified domestic relations order, as defined in Section 414(p) of the Code and
Section 206(d) of the Act, entered after December 31, 1984, or (2) a domestic
relations order, entered before January 1, 1985.

         2.32     QUALIFIED MATCHING CONTRIBUTION (QMAC) shall mean an
additional contribution made by the Employer in order to satisfy the
requirements of Section 4.08. This contribution shall be treated as designated
in Section 4.05.

         2.33     QUALIFIED MILITARY SERVICE shall mean a period of time during
which an Employee is serving in the armed forces of the United States provided
that the Employee has reemployment rights under the Uniformed Services
Employment and Reemployment Rights Act of 1994 (or other applicable federal law)
and returns to employment during the period in which his reemployment rights are
protected. Wherever this Plan provides for additional contributions to be made
on behalf of a Participant who returns after Qualified Military Service, such
contributions shall be treated for purposes of all annual limitations on
contributions as having been made in the Plan Year for which they would have
been made but for the Qualified Military Service, shall be based on the
Compensation the Participant would have earned had he been employed during the
period of Qualified Military Service, shall not be credited with any earnings,
gains or losses until actually made, and shall in all other respects be made in
a manner consistent with Code Section 414(u) and the regulations thereunder.

         2.34     QUALIFIED NON-ELECTIVE CONTRIBUTION (QNEC) shall mean an
additional contribution made by the Employer in order to satisfy the
requirements of Section 4.08. This contribution shall be treated as designated
in Section 4.06.

         2.35     RECORDKEEPER shall mean the person(s), corporation(s),
associations(s), or a combination of them, whose duties include the tracking and
updating of account values for participants, the tracking of plan activities and
total plan balances and other similar duties.

         2.36     RELATED EMPLOYER shall mean (i) any corporation that is a
member of a controlled group of corporations (as defined in Section 414(b) of
the Code) that includes any Employer; (ii) any trade or business (whether or not
incorporated) that is under common control (as defined in Section 414(c) of the
Code) with any Employer, (iii) any member of an affiliated service group (as
defined in Section 414(m) of the Code) that includes any Employer, and (iv) any
other entity required to be aggregated with any Employer under regulations
pursuant to Section 414(o) of the


                                     - 8 -
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Code. For purposes of Section 5.09, the meanings of (i) and (ii) shall be as
modified by Section 415(h) of the Code. The Related Employers shall be those
Employers set forth on Schedule B hereto as in effect from time to time.

         2.37     RELATED PLAN shall mean any other defined contribution plan
(as defined in Section 415 of the Code) maintained by the Company or by a
Related Employer.

         2.38     RETIREMENT shall mean the termination of employment of a
Participant on his Normal or Postponed Retirement Date.

         2.39     ROLLOVER CONTRIBUTION shall mean contributions made by or on
behalf of a Participant to the Plan pursuant to Section 4.09.

         2.40     TERMINATION OF EMPLOYMENT shall mean that an Employee has
ceased to be employed by the Employer and all Related Employers for any of the
following reasons:

                  (i)      Voluntary resignation from service;

                  (ii)     Discharge from service;

                  (iii)    Retirement;

                  (iv)     Death;

                  (v)      Permanent Disability; or

                  (vi)     Loss of Employer or Related Employer status provided
                           that distributions shall only be made as a result of
                           such loss of status to the extent permitted by
                           Section 401(k)(10) of the Code, or as provided in
                           Section 6.05(b).

An Employee who ceases to be actively employed by reason of an Authorized Leave
of Absence shall not be considered as having a Termination of Employment until
the end of such Leave.

         2.41     TRUST or TRUST AGREEMENT shall mean the separate agreement of
Trust entered into between the Company and the Trustee which governs the
creation of the Fund, and all amendments thereto which may hereafter be made.

         2.42     TRUSTEE shall mean the person(s), corporation(s),
association(s), or a combination of them, acting as Trustee under the Trust
Agreement.

         2.43     VALUATION DATE shall mean the last business day of the Plan
Year. The Plan Administrator may designate additional Valuation Dates for the
purposes of valuing the assets for (i) updating individual Participant Account
Balances for Participant reporting (ii) performing transfers of account balances
among investment funds for an individual Participant (iii) processing
withdrawals, loans and distributions for individual Participants and/or (iv) any
other individual plan activity or reporting activity as deemed necessary by the
Plan Administrator.

         2.44     RULES OF CONSTRUCTION. A defined term, such as "Retirement,"
will normally


                                     - 9 -
<Page>

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






















                                     - 10 -
<Page>

                                    Article 3

                                  PARTICIPATION

         3.01     PARTICIPATION.

         (a)      Employees who were eligible to participate in the Plan, or in
the Grove Plan or Lexford Plan, on December 31, 2000, shall continue to be
eligible to participate on the Effective Date.

         (b)      Except as otherwise provided below, any other individual who
is an Employee on or after the Effective Date shall be eligible to participate
in the Plan on any Entry Date on or after the date he becomes an Employee,
provided he is still an Employee on such Entry Date. Persons who are Employees
on December 31, 2000, but who were not previously eligible to participate
because they had not yet completed a year of service as required prior to the
Effective Date, shall be eligible to participate on the Effective Date.

         (c)      Any person who is retained to provide services for an Employer
and who is classified by the Employer, whether or not pursuant to a written
agreement with such person or his employer, as an independent contractor or as
the employee of a third party, and who is subsequently determined to have been a
common law employee of an Employer by any court or tax authority, shall not be
eligible to participate in the Plan, but if such person subsequently becomes
eligible to participate he shall receive credit for this Credited Service as a
common law employee. The provisions of this subsection (c) are intended to
clarify the eligibility requirements of the Plan as in effect since the
Effective Date of the Plan, and nothing contained herein shall be construed to
imply that such persons were previously eligible to participate.

         (d)      Any Employee who is a participant in an Advantage Retirement
Savings Plan by virtue of employment with a company listed in Schedule A shall
not be eligible to participate in this Plan.

         (e)      Any Employee who is covered by a collective bargaining
agreement shall participate in the Plan only if explicitly so provided in the
collective bargaining agreement, and any provisions of such collective
bargaining agreement that provide for such Employees to participate on a basis
different from other Employees shall be deemed incorporated into the Plan and
shall govern with respect to such Employees, to the extent not inconsistent with
the tax qualified status of the Plan or other applicable law.

         (f)      Any Employee or former Employee of Cardinal Industries, Inc.,
or Reserve Square, Inc., whose account in the Cardinal Plan or Hotel Trust is
transferred to this Plan as of December 31, 2001, shall be considered a
Participant with respect to such transferred account only, and shall not be
entitled to any additional allocations or contributions under this Plan,
including the right to make a Rollover Contribution, unless such person becomes
an eligible Employee as provided above.

         (g)      Any Employee who is a nonresident alien with no United States
source income shall not be eligible to participate in the Plan.


                                     - 11 -
<Page>

         3.02     PARTICIPATION AND REHIRE.

         (a)      An Employee's participation in the Plan shall continue until
the Participant has a Termination of Employment. Any Participant who has a
Termination of Employment shall cease to be a Participant and his benefits shall
thereafter be governed by the provisions of Article 6.

         (b)      An Employee who was an eligible employee at the time of his
Termination of Employment and who is subsequently rehired shall be eligible to
begin or resume participation immediately.

         3.03     NO CONTRACT FOR EMPLOYMENT. Participation in the Plan shall
not give any Employee the right to be retained in the Employer's employ, nor
shall any Employee, upon dismissal from or voluntary termination of his
employment, have any right or interest in the Fund, except as herein provided.





















                                     - 12 -
<Page>

                                    Article 4

                                  CONTRIBUTIONS

         4.01     PRE-TAX CONTRIBUTIONS.

         (a)      For each Plan Year or portion thereof, each Employer shall
contribute in cash amounts specified in salary reduction agreements made
pursuant to this Section 4.01. A Participant may enter into a salary reduction
agreement with his Employer pursuant to which he declines the salary reduction
opportunity and elects not to contribute. The Participant may enter into a
salary reduction agreement, in which he designates one to eighteen percent (1 to
18%), expressed in whole integers, of his Compensation subject to the
limitations of this Article 4, be withheld and contributed on a pre-tax basis by
his Employer to the Plan. Effective January 1, 2002, the maximum percentage that
a Participant may agree to defer shall be increased from eighteen percent (18%)
to fifty percent (50%).

         (b)      The Plan Administrator may modify the provisions governing the
timing and effect of salary reduction agreements from time to time in a manner
that is not discriminatory in favor of Highly Compensated Employees. Without
limiting the generality of the foregoing, the Plan Administrator may modify the
time and manner in which salary reduction agreements may be made and modified
(including permitting agreements to be made or modified by voice response system
or other electronic means), and may establish rules permitting Participant's to
specify particular paychecks to which his elected salary reduction shall or
shall not apply (and, in such case, the percentage limitation described above
shall be applied to the aggregate Compensation of the Participant instead of the
Compensation covered by each specific paycheck). Absent such direction, the
elected percentage shall apply equally to each paycheck covered by the salary
reduction agreement. Such election to be valid shall be in conformance with the
form and procedure specified by the Plan Administrator.

         (c)      Any former participant in the Lexford Plan or Grove Plan who
does not make a different election shall be deemed to have elected to have the
same percentage withheld from his Compensation under this Plan as the last
election in effect under the Lexford Plan or Grove Plan prior to the Effective
Date (but subject to the maximum percentage permitted under this Plan). The Plan
Administrator may provide for other situations, including future acquisitions,
in which Employees will be deemed to have made salary reduction agreements,
consistent with all applicable laws.

         (d)      A salary reduction agreement, whether it is for a specific
paycheck or a regular salary reduction agreement, shall be deemed to be entered
into by an Employee on the date on which a properly completed and executed
agreement is received by the Plan Administrator. Properly completed agreements
must be received by the Plan Administrator before the cut-off dates established
for the processing of salary reduction agreements.

         (e)      If a Participant's Compensation rate changes while he has a
salary reduction agreement in effect under this Section the elected percentage
shall continue to apply to the new compensation rate, subject to applicable
limitations.


                                     - 13 -
<Page>

         (f)      Effective as of the first day of each payroll period, a
Participant may change the percentage of Compensation designated for
contribution under his salary reduction agreement, subject to the limitations of
this Article 4. These changes must be received by the Plan Administrator before
the cut-off dates established for the processing of salary reduction changes.
The Plan Administrator may allow agreements to be entered orally or by other
electronic means if confirmed in writing to the Participant. Unless so changed,
or suspended under Section 4.02, a Participant's salary reduction agreement
shall continue in effect until the earlier of the Termination of Employment with
his Employer or a termination of the Plan affecting him; provided, however, that
the salary reduction agreement of a Participant who is transferred from
employment with one Participating Employer to employment with another
Participating Employer, without interruption, shall not be affected by such
transfers and shall continue in effect thereafter as if entered into with his
new Employer.

         (g)      No amount shall be contributed on behalf of any Participant
under Section 4.01(a) in an amount which, when considered together with any
Pre-Tax Contributions elected by such Participant and made on his behalf under
any other qualified retirement plan having a cash or deferred arrangement in
accordance with Section 401(k) of the Code, as amended (or any similar or
successor provision of the Code), exceeds the amount set forth in the following
table:

<Table>
<Caption>
         Plan Year                 Maximum Contribution
         ---------                 --------------------
<S>                                <C>
         2001                                 $10,500
         2002                                 $11,000
         2003                                 $12,000
         2004                                 $13,000
         2005                                 $14,000
         2006                                 $15,000
         After 2006                The limit in effect under Code Section 402(g) for the year
</Table>

Any Pre-Tax Contribution that would otherwise exceed the foregoing limitation
for a Plan Year shall be distributed to the Participant, with the income
allocable thereto, not later than April 15 of the following year. If the amount
of a Participant's Pre-Tax Contributions under this Plan does not exceed the
foregoing limitation, but would cause the Participant's total elective deferrals
(as defined in Section 402(g) of the Code) for the year to exceed the foregoing
limitation when added to the Participant's elective deferrals under plans not
maintained by a Related Employer, the Participant may notify the Plan
Administrator and the amount designated by the Participant as necessary to
comply with the foregoing limitation shall be distributed in accordance with the
preceding sentence.

         (h)      Notwithstanding the foregoing, a Participant who returns to
employment from Qualified Military Service will have the opportunity to make
supplemental Pre-Tax Contributions to the Plan by increasing his rate of
deferral over a make-up period, which shall begin on the date of his
reemployment, shall be equal to three times the period of his Qualified Military
Service, up to a maximum of five years. For purposes of all limitations on
contributions under the Plan, such contributions shall be treated as having been
made during the period of Qualified Military Service.


                                     - 14 -
<Page>

         (i)      In any Plan Year commencing on or after January 1, 2002, a
Participant who has attained the age of 50 (or will attain the age of 50 by the
last day of the Plan Year), and who is otherwise precluded from making
additional Pre-Tax Contributions under any provision of this Plan, may enter
into a supplemental salary reduction agreement to have his Employer make
additional Pre-Tax Contributions ("Catch-Up Contributions") in an amount not to
exceed the lesser of his Compensation for the Plan Year reduced by all other
Pre-Tax Contributions for the Plan Year or the dollar amount set forth in the
following table:

<Table>
<Caption>
         Plan Year                 Maximum Contribution
         ---------                 --------------------
<S>                                <C>
         2002                                  $1,000
         2003                                  $2,000
         2004                                  $3,000
         2005                                  $4,000
         2006                                  $5,000
         After 2006                The limit in effect under Code Section 414(v) for the year
</Table>

Catch-Up Contributions shall not be eligible for Employer Matching
Contributions, and shall not be subject to any of the limitations on the amount
of Contributions under this Plan, except for the limits set forth above in this
Section 4.01(i). Except as otherwise provided in the preceding sentence,
Catch-Up Contributions shall be considered Pre-Tax Contributions for all
purposes of this Plan, including without limitation the rules governing the
distribution of excess Pre-Tax Contributions set forth in Section 4.01(g), which
shall be construed by substituting catch-up contributions subject to Section
414(v) of the Code for elective deferrals subject to Section 402(g). The Plan
Administrator may adopt rules and procedures for implementing elections to make
Catch-Up Contributions in accordance with Code Section 414(v).

         4.02     SUSPENSION OF PRE-TAX CONTRIBUTIONS.

         (a)      A Participant may voluntarily suspend Pre-Tax Contributions at
any time by contacting the Plan Administrator. Suspensions will be effective as
soon as administratively practical.

         The earliest date a Participant may resume Pre-Tax Contributions after
a suspension is on the first day of the first payroll period commencing on or
after the Entry Date next following the effective date of such suspension of
contributions, or any subsequent Entry Date thereafter. Resumptions must be
received by the Plan Administrator before the cut-off dates established for the
processing of salary reduction changes. The Plan Administrator may allow
resumptions to be entered orally or by other electronic means, if confirmed in
writing to the Participant.

         (b)      Pre-Tax Contributions shall be suspended automatically during
periods in which Compensation is not payable to the absent Employee.

         4.03     EMPLOYER PROFIT SHARING CONTRIBUTIONS.

         (a)      Each Employer may make a contribution to the Plan for each
Plan Year on behalf of each of the Participants who (i) have satisfied the
eligibility requirements of subparagraphs (a)


                                     - 15 -
<Page>

and (b) and (ii) who either (A) have completed 1,000 or more Hours of Service
during the Plan Year and remains employed by the Employer as of December 31 of
the Plan Year, or (B) who incurred a Retirement, died or had a Termination of
Employment due to a Permanent Disability during the Plan Year. In addition, each
Employer may make an Employer Profit Sharing Contribution on behalf of each
Participant who transferred from such Employer to a company listed on Schedule A
provided that such Participant remained employed by such company as of his last
scheduled work day of the Plan Year, or terminated such employment because he
incurred a Retirement, died or had a termination of Employment due to a
Permanent Disability during such Year. Such contribution, when made, shall be in
an amount determined by the Employer and allocated based on a uniform percentage
of the Compensation that each eligible Participant earned while both eligible to
participate and employed by that Employer for the Plan Year. In addition, each
Employer shall make a contribution on behalf of each Participant who returns
from Qualified Military Service equal to the Employer Profit-Sharing
Contributions that would have been allocated to such Participant's Account had
he been employed during the period of Qualified Military Service.

         (b)      A Participant will be eligible to share in the Employer
Profit-Sharing Contributions beginning with the first payroll period after he
has completed one full year as an Employee (counting service with Lexford or
Grove or, to the extent so provided by the Plan Administrator, other employers
acquired in the future), provided that he is credited with at least 1,000 Hours
of Service during such year. In the Plan Year in which he first becomes
eligible, only Compensation earned after the payroll period in which he becomes
eligible to share shall be counted for purposes of allocating his share of the
Employer Profit-Sharing Contribution. An Employee whose employment is terminated
before he is eligible to share in Employer Profit Sharing Contributions and is
later re-hired must complete a year of employment after being rehired before
becoming eligible. An Employee whose employment is terminated after he has
become eligible to share in the Employer Profit-Sharing Contribution and who is
subsequently rehired will be immediately eligible to share in Profit Sharing
Contributions unless he incurred five (5) consecutive Breaks in Service, in
which event he must complete a new year of employment after being rehired. An
Employee who is transferred to a position in which he becomes eligible to share
in Employer Profit Sharing Contribution after completing a year of employment in
a position in which he is not eligible shall be immediately eligible, but based
only on Compensation earned after the date of transfer.

         (c)      The amount of each Employer's Profit-Sharing Contribution for
each Plan Year shall be determined by the Board of Trustees or Directors of the
Employer in its sole discretion, and shall not be limited to the Employer's net
profits. An Employer may also make separate Profit-Sharing Contributions (or no
Profit-Sharing Contribution) on behalf of different groups of Participants who
are employed by separate operating divisions, which shall be allocated only
among such Participants. Unless and until otherwise provided by the Board of
Trustees of the Company, no Employer Profit-Sharing Contribution made by the
Company shall be made on behalf of Participants who are employed by the division
consisting of the operations purchased from the Lexford Residential Trust (the
"Lexford Division"), and Participants employed by the Lexford Division shall not
be eligible to participate in the Employer Profit-Sharing Contributions.


                                     - 16 -
<Page>

         4.04     EMPLOYER MATCHING CONTRIBUTIONS.

         Each Employer shall make Employer Matching Contributions on behalf of
each of the Participants who is eligible to participate in Employer
Profit-Sharing Contributions for the Plan Year (regardless of whether any
Employer Profit-Sharing Contributions are actually made by such Employer). In
addition, each Employer shall make an Employer Matching Contribution on behalf
of each Participant who transferred from such Employer to a company listed on
Schedule A provided that such Participant remained employed by such company as
of his last scheduled work day of the Plan Year, or terminated such employment
because he incurred a Retirement, died or had a Termination of Employment due to
a Permanent Disability during such Year. Each Employer shall contribute on
behalf of each such Participant an amount equal to the Participant's Pre-Tax
Contributions made while the Participant was employed by such Employer to the
extent they do not exceed 4% of the Participant's Compensation earned while the
Participant was employed by such Employer for the Plan Year. In addition to the
foregoing, each Employer shall make supplemental matching contributions with
respect to any Participant returning from Qualified Military Service based upon
the supplemental Pre-Tax Contributions the Participant elects to make pursuant
to Section 4.01(h), equal to the amount of Employer Matching Contributions the
Participant would have received had such Pre-Tax Contributions been made during
his period of Qualified Military Service. Notwithstanding the foregoing,
Employer Matching Contributions shall not be made to the Plan with respect to a
Participant to the extent that such contributions would cause the limitations
set forth in Section 4.08(d) to be exceeded for such Participant with respect to
the year for which such contributions are made.

         4.05     QUALIFIED MATCHING CONTRIBUTIONS. Each Employer may make an
additional Employer Matching Contribution for purposes of satisfying the
requirements of Section 4.08. Such contributions shall be made in amounts
determined by each Employer (and approved by the Company) and allocated among
Participants who are not members of the Highly Compensated Group (as defined in
Section 4.08) as determined by the Company. These contributions shall be 100%
vested and shall be treated as Employer Matching Contributions for purposes of
Section 6.

         4.06     QUALIFIED NON-ELECTIVE CONTRIBUTIONS. Each Employer may make
an additional Employer Profit Sharing Contribution for purposes of satisfying
the requirements of Section 4.08. Such contributions shall be made in amounts
determined by each Employer (and approved by the Company) and allocated among
Participants who are not members of the Highly Compensated Group (as defined in
Section 4.08) in proportion to the relative Compensation that each eligible
Participant earned while both eligible to participate and employed by that
Employer for the Plan Year. These contributions shall be 100% vested and shall
be treated as Employer Profit Sharing Contributions for purposes of Section 6.

         4.07     PAYMENT OF CONTRIBUTIONS.

         (a)      Pre-Tax Contributions (in an amount specified by the
Participant pursuant to Section 4.01) shall be withheld by the Employer from the
Participant's Compensation and paid to the Trustee in cash as of the earliest
date on which such Contributions can reasonably be segregated from the Company's
general assets, but not later than the 15th business day of the month following
the month in which the Participant contributions were withheld. The Employer
Contributions made under Section 4.03, 4.04, 4.05 and 4.06, respectively, shall
be paid to the


                                     - 17 -
<Page>

Trustee, in cash or in Employer stock, within the time for the Employer to
obtain a federal income tax deduction for such payment following the end of the
Plan Year, and such Contributions shall be credited, for purposes of allocating
such Contributions, to the eligible Participants as of the end of the Plan Year
for which they were made.

         (b)      All Employer Contributions (including, for purposes of this
paragraph, Pre-Tax Contributions made pursuant to Section 4.01) shall be
irrevocable, and shall never inure to the benefit of the Employer. All Employer
Contributions shall be transferred to the Trustee to be used only in accordance
with the provisions of the Plan. Neither such contributions, nor the income
therefrom shall be used for, or diverted to, purposes other than the exclusive
benefit of the Participants or their Beneficiaries under the Plan and
contingently for defraying reasonable expenses of administering the Plan.

         Notwithstanding the foregoing provisions of this Section, with respect
to all contributions made under this Article 4 on or after the Effective Date of
the Plan, the following conditions apply:

                  (i)      all such contributions are conditioned on being
                           deductible and shall be returned to the contributing
                           Employer, to the extent a deduction for such
                           contribution is disallowed, upon demand and within
                           one year after such disallowance;

                  (ii)     any such contribution made due to a mistake of fact
                           shall be returned to the contributing Employer, upon
                           demand and within one year after the contribution was
                           made; and

         4.08     LIMITATIONS ON CONTRIBUTIONS.

         (a)      Regardless of amounts which Participants contribute or elect
to have contributed on their behalf under this Article 4, the total
contributions made by an Employer under Sections 4.01, 4.03, 4.04, 4.05 and 4.06
in any taxable year of such Employer, taking into consideration contributions to
other qualified retirement plans as well, shall not exceed the maximum amount
deductible by such Employer under Section 404(a) of the Code, as amended from
time to time, and regulations thereunder, nor shall the aggregate contributions
made by all Employers to this Plan in any taxable year exceed the maximum amount
deductible by such Employers in the aggregate or by a Related Employer.

         (b)      In no event shall an Employer make contributions for any Plan
Year commencing with 1997 that would result in the deferral percentage of the
Highly Compensated Group (as defined in this Section) exceeding the greater of
(i) or (ii) below:

                  (i)      the deferral percentage for all other Employees
                           eligible to participate in the Plan for the
                           immediately preceding Plan Year, multiplied by 1.25;
                           or

                  (ii)     Alternative Limit; the lesser of:


                                     - 18 -
<Page>

                           (1)      the deferral percentage of all other
                                    Employees eligible to participate in the
                                    Plan for the immediately preceding Plan
                                    Year, plus two (2) whole percentage points;
                                    or

                           (2)      the deferral percentage of all such other
                                    Employees, multiplied by 2.0.

         (c)      For purposes of Subsection (b), the deferral percentage of a
group of Employees shall be the average of the ratios (calculated separately for
each Employee in the group) of the Pre-Tax Contributions made under Sections
4.01 on behalf of each Employee for the Plan Year to the Employee's compensation
for the Plan Year. Such ratio for each Employee shall be known as his
"individual deferral percentage." Solely for the purposes of this Section
(except Subsection (g)), compensation shall have the same meaning as in Section
415 of the Code: the Participant's wages (including Pre-Tax Contributions),
salaries, fees for professional service and other amounts for personal services
actually rendered in the course of employment with an Employer maintaining the
Plan. For any Plan Year commencing with 2001, the Plan Administrator may elect
to substitute the current Plan Year for the immediately preceding Plan Year in
Subsection (b)(ii)(1) for purposes of either Subsection (b), Subsection (d), or
both. Such election shall be accomplished by the adoption by the Plan
Administrator of a written resolution not later than the end of the period
described in Section 401(b) of the Code with respect to such Plan Year, which
shall be considered an amendment to the Plan and may be reversed for subsequent
Plan Years only with the consent of the Internal Revenue Service.

         (d)      The Plan Administrator shall make certain that Employer
Matching Contributions made under Section 4.04 satisfy the ACP test in a similar
manner as the ADP test described under Subsection (b), to be applied as if
Employer Matching Contributions were substituted for Pre-Tax Contributions for
purposes of Subsection (b) above. If Employer Matching Contributions do not
satisfy such test for a particular Plan Year, the Plan Administrator may elect
to have them aggregated with Pre-Tax Contributions for this purpose. If the
requirements of Subsection (b) would otherwise not be met for a Plan Year, the
Plan Administrator shall elect, to the extent necessary:

                  (i)      to have any excess Employer Matching Contributions
                           made on behalf of members of the Highly Compensated
                           Group distributed to the appropriate Participants for
                           whom such excess contributions were made. Any such
                           distribution of excess shall be made within 2-1/2
                           months after the close of the Plan Year to which it
                           relates, or within such other time period as
                           applicable law and regulations shall permit without
                           causing the imposition of any applicable tax on
                           excess contributions.

                  (ii)     to make additional Qualified Matching Contributions
                           or additional Qualified Non-Elective Contributions
                           for the Plan Year on behalf of one or more
                           Participants who are not members of the Highly
                           Compensated Group. Once these additional Qualified
                           Matching or Qualified Non-Elective Contributions have
                           been allocated, the above tests shall be rerun, using
                           the additional contributions to help satisfy either
                           the ADP or ACP test, as appropriate.


                                     - 19 -
<Page>

         (e)      If a "Multiple Use of the Alternative Limitation," as defined
in Code Regulation Section 1.401(m)-2(b), occurs in a Plan Year beginning prior
to January 1, 2002, then, notwithstanding any other provision of Subsection
4.08(b) or Subsection 4.08(d), the test in paragraph 4.08(b)(2) as applied to
Employer Matching Contributions in Subsection 4.08(d) shall not be used to
satisfy the requirements of this Section for Employer Matching Contributions in
the same Plan Year that the test contained in paragraph 4.08(b)(2) is used to
satisfy the requirements of this Section with respect to Pre-Tax Contributions.
If the preceding sentence shall be applicable for a Plan Year, then the Plan
Administrator shall determine whether to use the test in paragraph 4.08(b)(2) to
satisfy the requirements of this Subsection 4.08(d) with respect to Employer
Matching Contributions, or to use the test in paragraph 4.08(b)(2) to satisfy
the requirements of Subsection 4.08(b) with respect to Pre-Tax Contributions for
such Plan Year. This subsection (e) shall no longer apply effective January 1,
2002.

         (f)      To the extent necessary to comply with the limitations set
forth in Subsection (b), during such period as applicable law allows and after
any adjustments under Section 5.07(b) the Plan Administrator shall refund to
affected Participants in the Highly Compensated Group the excess contributions
made under Section 4.01 for the Plan Year on behalf of some or all Participants
in the Highly Compensated Group. For Plan Years beginning on or after January 1,
2002, an amount which would otherwise be required to be distributed to a
Participant may be recharacterized as a Catch-Up Contribution to the extent the
Participant is eligible to make Catch-Up Contributions for such year.

         For Plan Years prior to 1997, the amount so refunded shall be
determined for each Participant in the Highly Compensated Group by determining
the maximum deferral percentage permitted for the Highly Compensated Group under
Subsection (b) and then reducing the individual deferral percentage of those
Participants in the Highly Compensated Group whose individual deferral
percentage exceeds the maximum deferral percentage for the Highly Compensated
Group. Such reduction shall be made in an amount of sufficient size to reduce
the overall deferral percentage for the Highly Compensated Group to a level such
that Subsection (b) shall be satisfied. The amount so refunded shall be
determined on a step-down basis so that the individual deferral percentage of
the affected Participant(s) who elected the highest individual deferral
percentage shall be first lowered to the level of the affected Participant(s)
who elected the next to the highest individual deferral percentage. If further
overall reductions are required to achieve compliance with Subsection (b), both
of the above Participants' or groups of Participants' individual deferral
percentages will be lowered to the next highest level, and so on continuing
until sufficient total reductions have occurred to achieve compliance with
Subsection (b).

         Starting with the 1997 Plan Year, the total amount to be refunded shall
be determined by using the method described above, and such amount shall then be
allocated among the Highly Compensated Participants in such manner that the
deferral amount of the Highly Compensated Participant(s) who deferred the
greatest amount shall be first lowered to the level of the Participant(s) who
deferred the next greatest amount. If further overall reductions are required to
achieve compliance with Subsection (b), both of the above Participants' or
groups of Participants' deferral amounts will be reduced to the next greatest
level, and so on continuing until sufficient total reductions have occurred to
achieve compliance with Subsection (b).


                                     - 20 -
<Page>

         Excess contributions, adjusted for earnings and losses, shall be
refunded to the affected Highly Compensated Employees as soon as practicable. In
no event, however, shall such excess contributions be left undistributed any
later than the last day of the Plan Year following the Plan Year in which such
excess contributions were made.

         (g)      Effective January 1, 1997, for all purposes of the Plan, the
term "Highly Compensated Group" means a group, determined separately for each
Plan Year, consisting of each Employee who is eligible to participate in the
Plan and who:

                  (i)      in the Plan Year or preceding Plan Year was a 5%
                           owner (as defined in Section 416(i)(1)(B)(i) of the
                           Code); or

                  (ii)     in the preceding Plan Year, received compensation
                           from one or more Employers in excess of the amount
                           determined under the following table and (if the Plan
                           Administrator so elects) was among the top 20% of all
                           Employees when ranked in order of total compensation.

<Table>
<Caption>
                           Determination Plan Year        Compensation in Preceding Plan Year
<S>                                                       <C>
                           1997-2000                                      80,000
                           2001-2002                                      85,000
                           2003                                           90,000
                           After 2003                     Indexed amount under Code Section 414(q)
</Table>

         The determination of who is included within the "Highly Compensated
Group" shall be made consistent with Section 414(q) of the Code. The Plan
Administrator is authorized to utilize any elective or alternative method of
determining Highly Compensated Employees and the election permitted by Treasury
Regulation Section 1.414(q)-1T, A-14(b)(4), which is hereby provided for in the
Plan.

         For purposes of this Subsection (g), "compensation" shall have the
meaning set forth in Section 415(c)(3) of the Code. For purposes of this
Section, the term Limitation Year means the Plan Year.

         (h)      For purposes of satisfying the testing requirements of
paragraph (b) the Plan Administrator may, from time to time, and upon written
notification to the Participant, reduce the amount of elective Employee
Contributions being deposited into the Plan on behalf of the Highly Compensated
Group. If such Contributions have been reduced pursuant to this Subsection, the
Plan Administrator may subsequently increase a Participant's contribution level,
up to the level specified in the salary reduction agreement on record, as test
results permit.

         4.09     ROLLOVER CONTRIBUTIONS.

         (a)      Upon hire by a Participating Employer and any time thereafter
an Employee may contribute to the Plan as a Rollover Contribution cash balances
distributable from any qualified Profit Sharing, Saving/Thrift, Money Purchase
Pension, Target Benefit, Defined Benefit, Employee Stock Ownership, Cash
Balance, or Keogh Plan. Effective January 1, 2002, and subject to restrictions
imposed by the Plan Administrator, an Employee may also make a Rollover
Contribution from an Individual Retirement Account (but not from a Roth IRA), or


                                     - 21 -
<Page>

from an annuity described in Section 403(b) of the Code or a plan described in
Section 457(b) of the Code and maintained by a governmental employer.

         (b)      A Rollover Contribution shall be allocated to the investment
funds pursuant to a special investment directive governing such Contribution.
Once deposited in the funds, any subsequent changes to the investment of the
Rollover Contribution balances will be governed by Section 5.02.

         (c)      Rollover balances shall not be included in discrimination
testing as set forth in Section 4.08(b).

         (d)      No rollover or transfer shall be accepted from any qualified
plan which would result in this Plan becoming legally required to provide any
qualified joint and survivor annuity or qualified preretirement survivor annuity
benefits pursuant to Treasury Regulation 1.401(a)-20.















                                     - 22 -
<Page>

                                    Article 5

                            ACCOUNTS AND ALLOCATIONS

         5.01     PARTICIPANT ACCOUNTS. The Recordkeeper shall establish and
maintain a separate Account for each Participant. Such Account shall be credited
with all contributions on behalf of the Participant. The Account of each
Participant shall consist of such sub-accounts as are deemed by the Plan
Administrator necessary or appropriate under the circumstances, including the
following:

         (a)      One sub-account (hereinafter referred to as the "Pre-Tax
Contribution Account") shall reflect the contributions made pursuant to the
Participant's salary reduction agreement(s) under Section 4.01, and investment
earnings or losses thereon, in addition to any Pre-Tax Contributions and
earnings attributable to a Prior Plan.

         (b)      One sub-account (hereinafter referred to as the "Rollover
Account") shall reflect any amounts transferred to the Fund with respect to a
Participant pursuant to Section 4.09, and investment earnings or losses thereon.
No further contributions will be allowed into this sub-account, except as
provided for under Section 4.09.

         (c)      One sub-account (hereinafter referred to as the "Employer
Profit Sharing Contribution Account") shall reflect any contributions made to
the Fund with respect to a Participant pursuant to Section 4.03, and investment
earnings or losses thereon.

         (d)      One sub-account (hereinafter referred to as the "Employer
Matching Contribution Account") shall reflect any contributions made to the Fund
with respect to a Participant pursuant to Section 4.04, and investment earnings
or losses thereon.

         (e)      One sub-account (hereinafter referred to as the "Qualified
Matching Contribution Account") shall reflect any contributions made to the Fund
with respect to a Participant pursuant to Section 4.05, and investment earnings
or losses thereon.

         (f)      One sub-account (hereinafter referred to as the "Qualified
Non-elective Contribution Account") shall reflect any contributions made to the
Fund with respect to a Participant pursuant to Section 4.06, and investment
earnings or losses thereon.

         (g)      Amounts transferred to the Plan upon the merger of a Prior
Plan into the Plan shall be credited to the subaccount which corresponds to the
type of contribution made to the Prior Plan. Notwithstanding the foregoing, the
Plan Administrator may provide for the amounts transferred from a Prior Plan to
be credited to one or more separate sub-accounts if such amounts need to be
segregated in order to preserve Prior Plan distribution or vesting rights, or
for any other purpose determined by the Plan Administrator.

         5.02     INVESTMENT DIRECTIVES.

         (a)      Each Participant shall direct, pursuant to procedures
established by the Plan Administrator, the allocation of his Accounts among the
investment funds described in Section 5.02(c), subject to the restrictions
described in the last sentence of Section 5.02(d). Each


                                     - 23 -
<Page>

allocation shall be in one (1) percent increments. Such direction applies
generally to the entire Account, except that cash dividends paid on shares of
the Employer that are held in the Employer Stock Fund shall be automatically
reinvested in the applicable Employer shares.

         (b)      A Participant's initial investment directive shall allocate
his entire Account (except for any amounts allocated to the Employer Stock Fund
if so required under Section 5.02(d)), together with all subsequent
contributions to the Account for so long as the directive remains in effect. Any
investment directive shall remain in effect until changed by a new directive.
The Plan Administrator shall permit Participants to make new directives at any
time, subject to such limitations as the Plan Administrator may adopt for
administrative purposes, which limitations will apply to all Participants on a
nondiscriminatory basis, and be consistent with Section 404(c) of the Act and
the Department or Labor regulations thereunder. Any such new investment
directive shall allocate the Participant's future contributions among the funds.
Subject to such rules as the Plan Administrator prescribes, a Participant may
also reallocate among the funds amounts previously credited to the Participant's
Account. Properly completed initial and new directives must be received by the
Plan Administrator before the cut-off dates established for the processing of
investment directives and changes. The Plan Administrator may allow initial and
new directives to be entered orally or by other electronic means, if confirmed
in writing to the Participant. The Plan Administrator shall determine the
investment of the Accounts of Participants who do not provide investment
directives. In the case of amounts transferred from a Prior Plan, the Plan
Administrator may provide for such amounts to be invested in the investment
funds that most closely resemble the risk and reward characteristics of the
funds in which the Participant had elected to invest his account in the Prior
Plan.

         (c)      The Plan Administrator shall establish investment funds, and
shall add, delete and change investment funds as it deems appropriate. At any
time, the Plan shall offer at least three investment funds:

                  (i)      each of which is diversified;

                  (ii)     each of which has materially different risk and
                           return characteristics;

                  (iii)    which in the aggregate enable the Participant or
                           Beneficiary by choosing among them to achieve a
                           portfolio with aggregate risk and return
                           characteristics at any point within the range
                           normally appropriate for the Participant or
                           Beneficiary; and

                  (iv)     each of which when combined with investments in the
                           other alternatives tends to minimize through
                           diversification the overall risk of a Participant's
                           or Beneficiary's portfolio.

         (d)      The Plan Administrator may establish one or more Employer
Stock Funds to hold shares of the Employer contributed as Employer Profit
Sharing Contributions. Each Employer Stock Fund shall hold shares of one of the
Participating Employers. Participation in each Employer Stock Fund shall be
limited to participants who are Employees of the applicable Participating
Employer. If the Plan Administrator establishes one or more Employer Stock
Funds, at least three other investment funds meeting the above requirements
shall be offered into


                                     - 24 -
<Page>

which a Participant may transfer amounts previously credited to the
Participant's Employer Profit Sharing Contribution Account. In no event may a
Participant transfer amounts into the Employer Stock Fund pursuant to an
investment directive.

         (e)      If the Plan Administrator discontinues offering an investment
fund, Participants will be given the option to move their Fund balances to the
other available funds.

         (f)      The Plan Administrator may impose restrictions on investment
directives to keep fund balances from moving into or out of certain investment
funds.

         (g)      Except to the extent that the Plan Administrator shall decide
with respect to a fund or funds, the Plan Administrator shall satisfy such
conditions set forth in the U.S. Department of Labor regulations regarding
circumstances under which Plan fiduciaries would not be liable for losses
resulting from Participant-directed investments in accordance with Section
404(c) of the Act, as are within the scope of the Plan Administrator's authority
and discretion. Such conditions include providing a Participant a reasonable
opportunity to: (i) give investment instructions to the Plan Administrator; (ii)
obtain sufficient information to make informed decisions with regard to
investment alternatives available under the Plan, and incidents of ownership
appurtenant to such investments, and (iii) choose, from a broad range of
investment alternatives, the manner in which some or all of the assets in his
account are invested.

         5.03     VALUATION. On each Valuation Date, the Recordkeeper shall
establish new account balances which shall reflect each Account's (and
sub-account's) proper portion of the net income earned on, expenses and charges
against, and the appreciation and/or depreciation of the respective investment
funds in which the Account has been invested since the previous Valuation Date.

         In determining such new Account balances, the Recordkeeper shall adjust
the portion of each Participant's Account invested in each respective fund on
the basis of the actual investment return experienced by each fund. For purposes
of such adjustment, all assets of the Trust Fund shall be valued at their fair
market value as of each Valuation Date.

         5.04     VALUE OF ACCOUNT FOR PURPOSES OF DISTRIBUTION.

         (a)      Upon a Participant's Termination of Employment, the value of
such Participant's Account (and of the respective sub-accounts) for purposes of
determining the vested amount, if any, to be distributed in accordance with
Article 6 shall be equal to the value of the Participant's Account as of the
Month-end Valuation Date coinciding with or next following the date of
Termination of Employment.

         (b)      All amounts held for distribution to a Participant shall
continue to be adjusted on each Valuation Date following the Termination of
Employment in accordance with Section 5.03 until the entire Account has been
paid to the Participant, but no additional contributions shall be made to the
Account after the Termination of Employment, except (i) as provided in Sections
4.03, 4.04, 4.05 and 4.06 with respect to any final Employer Contributions which
may be due on behalf of the Participant; or (ii) to take account of additional
compensation after the Participant's Termination of Employment.


                                     - 25 -
<Page>

         (c)      Notwithstanding any provision herein to the contrary, any
distribution made hereunder to or with respect to a Participant shall be net of
the then outstanding balance of any loan made to such Participant pursuant to
Section 6.14.

         5.05     EXPENSES. To the extent consistent with applicable law, the
Plan Administrator may authorize that (i) reasonable administrative expenses may
be deducted from plan earnings, (ii) direct charges for expenses may be made
directly to a Participant's account for specific activities requested by that
Participant.

         5.06     VOTING OF EMPLOYER STOCK. If the Plan offers an Employer Stock
Fund as an investment fund, the Plan Administrator shall direct the Trustee how
to vote all shares of stock held in the Stock Fund with respect to all voting
rights and occasions for the exercise of same.

         5.07     ERRORS. Where an error or omission is discovered in any
Participant's Account or in any payment made to a Participant, the Plan
Administrator shall make appropriate corrective adjustments as soon as possible
after discovery of such error, but no later than the end of the Plan Year in
which the error or omission is discovered.

         5.08     ALLOCATIONS DO NOT AFFECT VESTING. The fact that an allocation
has been made shall not operate to vest in any Participant any right or interest
in or to any specific Account balance or assets of the Fund, except as herein
provided.

         5.09     LIMITATIONS ON ALLOCATIONS.

         (a)      The amount of Annual Additions which may be credited to a
Participant's Account under this Plan for any Limitation Year shall not exceed
the "maximum permissible amount" as set forth in Section 415 of the Code.
"Maximum permissible amount" means the lesser of:

                  (i)      $30,000 ($40,000 effective January 1, 2002), as
                           indexed pursuant to Code Section 415(d); or

                  (ii)     25 percent (100 percent effective January 1, 2002) of
                           the Participant's compensation for such Limitation
                           Year.

         (b)      "Annual Additions" means the total of: (a) Company
contributions (Employer Matching Contributions, Employer Profit Sharing
Contributions, Qualified Matching and Qualified Non-Elective Contributions)
allocated to a Participant's Account under this Plan and any Related Plan during
any Limitation Year; (b) the amount of Employee contributions made by the
Participant under this Plan and any Related Plan; and (c) forfeitures allocated
to a Participant's Account under this Plan and any Related Plan.

         (c)      For purposes of this Section, "compensation" shall mean the
total compensation paid to the Employee by all Employers and Related Employers
that is reportable in Box 1 of Form W-2 for the Limitation Year, plus all
elective deferrals and exclusions from income under Section 402(g), 125, or
132(f) of the Code.

         (d)      For purposes of this Section, "Limitation Year" means the Plan
Year.


                                     - 26 -
<Page>

         (e)      To the extent that annual additions to this Plan with respect
to a Participant exceed the "maximum permissible amount" for a Limitation Year,
then the Participant's Pre-Tax Contributions (including earnings and losses
thereon) allocated for the Limitation Year shall be returned to the Participant
to the extent described in Treasury Department regulation 1.415-6(b)(6)(iv).
Excess annual additions for the Limitation Year that are not returned in
accordance with the prior sentence, shall be carried forward to the next
following Limitation Year and used to reduce future Employer contributions for
affected Participants, as described in Treasury Department regulation
1.415-6(b)(6)(ii).




















                                     - 27 -
<Page>

                                    Article 6

                            DISTRIBUTION AND VESTING

         6.01     NORMAL RETIREMENT. Each Participant whose employment with the
Employer continues until his Normal Retirement Date shall be entitled to retire
under this Plan. In the event of such normal retirement, all amounts credited to
the Participant's Account valued in accordance with Section 5.04 shall be
distributed to the Participant in the manner hereinafter provided.

         6.02     POSTPONED RETIREMENT. Subject to Subsection 6.07(b), in the
event that a Participant continues his employment after his Normal Retirement
Date, the Participant shall continue to be treated in all respects as a
Participant until his actual retirement from employment with the Employer. In
the event of such postponed retirement, the Participant shall not be entitled to
a distribution from the Plan until his actual retirement from employment with
the Employer. Upon such actual retirement, all amounts credited to the
Participant's Account as of such actual retirement, valued in accordance with
Section 5.04, shall be distributed to the Participant in the manner provided
hereinafter.

         6.03     PERMANENT DISABILITY. In the event that a Participant shall
have a Termination of Employment because of Permanent Disability, all amounts
credited to the Participant's Account as of such termination date, valued in
accordance with Section 5.04, shall become fully vested and be distributed to
Participant in the manner hereinafter provided.

         6.04     DISTRIBUTION UPON DEATH. Should any Participant die prior to
his Termination of Employment under the Plan, all amounts credited to the
Account of such Participant as of the date of death, valued in accordance with
Section 5.04, shall become fully vested and shall be distributed to such
deceased Participant's Beneficiary or Beneficiaries in the manner provided
herein.

         6.05     TERMINATION OF EMPLOYMENT.

         (a)      Upon a Participant's Termination of Employment for any reason
other than Retirement, Permanent Disability or Death, the Participant shall be
entitled to the vested portion of his Account, valued in accordance with Section
5.04, which shall be distributed in the manner hereinafter provided. That
portion of the Participant's Account that is not vested upon Termination of
Employment shall be subject to forfeiture in accordance with Section 6.06.
Notwithstanding the foregoing, if within 30 days of Termination of Employment,
the Participant becomes employed by a company listed on Schedule A, and if the
Participant does not consent to an immediate distribution, then his account is
held pending further accrual of vesting credit until he is no longer employed by
any company on Schedule A.

         (b)      In the case of a sale or other transfer of a portion of an
Employer's business, Participants whose employment is transferred to a successor
employer in connection with the sale shall be considered to have incurred a
Termination of Employment only if (i) the transfer constitutes a "separation
from service" as defined in Section 401(k)(2)(B)(i)(I) of the Code (or an event
described in Section 401(k)(10)), and (ii) the Accounts of the Participants
involved are


                                     - 28 -
<Page>

transferred to a plan maintained by the successor in a transaction meeting the
requirements of Section 414(l) of the Code.

         (c)      The vested portion of any Participant's Account shall be
determined as follows:

                  (i)      A Participant shall always be 100% vested in his
                           Pre-Tax Contribution Account, Rollover Contribution
                           Account, Qualified Matching Contribution Account and
                           Qualified Non-Elective Contribution Account.

                  (ii)     A Participant shall be vested in a percentage of his
                           Employer Profit Sharing Contribution and Employer
                           Matching Contribution Accounts based on his years of
                           Credited Service as of the date of his Termination of
                           Employment in accordance with the following vesting
                           schedule:

<Table>
<Caption>
                           Years of Credited Service        Vested Percentage
                           -------------------------        -----------------

<S>                                                         <C>
                                  Less than 2                       0%

                                      2                            25%

                                      3                            50%

                                      4                            75%

                                      5 or more                   100%
</Table>

                  (iii)    Except as modified in this Section 6.05(c), the
                           vested percentage for the Prior Plan Balances Account
                           shall be governed by the vesting provisions of the
                           prior plan.

                  (iv)     The vested percentage for the Prior Plan Balances
                           Account for individuals who were active in the
                           Wellsford Residential Property Trust 401(k) Profit
                           Sharing Plan shall be determined in accordance with
                           the following schedule:

<Table>
<Caption>
                           Years of Credited Service        Vested Percentage
                           -------------------------        -----------------

<S>                                                         <C>
                           Less than 2 years                        0%

                           2 years, but less than 3                20%

                           3 years, but less than 4                40%

                           4 years, but less than 5                60%

                           5 years or more                        100%
</Table>

                  (v)      The vested portion of the Accounts of Participants
                           who formerly participated in the Lexford Plan, the
                           Grove Plan or the Globe Plan shall be


                                     - 29 -
<Page>

                           determined under the provisions of this Plan, but
                           shall in no event be less than the vested portion of
                           their Accounts in the Lexford Plan, Grove Plan, or
                           Globe Plan determined as of the day immediately prior
                           to the day on which they began to participate in this
                           Plan.

         6.06     DISPOSITION OF FORFEITURES.

         (a)      As of the date that a Participant has a Termination of
Employment under circumstances which do not entitle him to 100% of his Employer
Profit Sharing Contribution or Employer Matching Contribution Account, the
portion of his Account which is not vested is shall be forfeited, subject to
restoration under Section 6.06(b). Forfeited amounts shall be used as promptly
as practicable to pay expenses of the Plan and Trust payable after the date of
forfeiture, and otherwise shall be applied to reduce the amount of Employer
Contributions. Until so used, forfeited amounts will be credited to one or more
separate suspense accounts which shall earn a fixed rate or money market rate of
interest unless the Plan Administrator directs the use of any other investment
option.

         While a single suspense account is maintained for Forfeitures, the
Forfeitures therein which are available to be applied against Employer Profit
Sharing and Matching Contributions shall be applied against such Contributions
of each contributing Employer, in proportion to each respective Employer's
Profit Sharing or Matching Contributions (as the case may be). If a separate
suspense account is maintained with respect to each Employer, and only
Forfeitures attributable to Employees of a particular Employer are credited to
that Employer's Forfeiture suspense account, then the Plan Administrator shall
direct that amounts in proportion to the respective balances of each such
suspense account be used to pay Plan and Trust expenses and any remaining
balance in each such account shall be applied only against the Employer Profit
Sharing and Matching Contribution obligations (in that order of priority) of the
Employer with respect to which such account is maintained.

         (b)      If (i) the Plan Administrator, pays to any terminated
Participant who is not 100% vested in his Account, the vested portion of his
Account prior to the time such Participant has incurred five (5) consecutive
Breaks in Service and (ii) such Participant resumes employment as an Employee
after receipt of such distribution and before incurring five (5) consecutive
Breaks in Service, then the provisions of this Section 6.06(b) shall be
applicable. Upon such reemployment, the Participant may repay the vested portion
received as such distribution within five (5) years after rehire. If and only if
the Participant makes such repayment, the forfeited portion of the Participant's
Account shall be restored to his credit and an additional Employer contribution
in that amount shall be made for that purpose. In the event of any subsequent
Termination of Employment occurring after the date of such reemployment, the
Participant's vested interest in his Employer Accounts shall not be less than
the amount determined, as of the appropriate Valuation Date, as follows:

                  (i)      If the distribution has not been repaid:

                           X        =       P (ABL + F + D) - D,

                           Where:


                                     - 30 -
<Page>

                           X        =       the amount of his vested interest in
                                            his Employer Accounts;

                           P        =       the Participant's vested percentage
                                            as determined under Section 6.05;

                           ABL      =       the balance in his Employer Accounts
                                            (excluding the forfeited balances);

                           F        =       the amount previously forfeited from
                                            the Participant's Employer Accounts;

                           D        =       the amount previously distributed to
                                            the Participant from his Employer
                                            Accounts;

                  (ii)     Once the distribution has been repaid, and the
                           forfeitures have been restored to the Participant's
                           Account:

                           X        =       P (AB),

                           Where:

                           X        =       the amount of his vested interest in
                                            his Employer Accounts;

                           P        =       the Participant's vested percentage
                                            as determined under Section 6.05;

                           AB       =       the balance in his Employer Accounts
                                            (includes the repaid distribution
                                            and restored forfeitures);

The Trustee shall thereafter distribute, in accordance with this Article 6, the
Participant's vested interest in his Account, as determined above, and any
nonvested balance in his Account shall be a Forfeiture.

         6.07     VALUATION AND TIMING OF DISTRIBUTION.

         (a)      Subject to the rules in this Section, distributions shall be
made as soon as practicable after a Participant's Termination of Employment, but
not later than sixty (60) days after the end of the Plan Year in which the
Termination of Employment occurred.

         (b)      Distributions shall be valued as of the Valuation Date
following the date of Termination of Employment except (i) distributions delayed
pursuant to subsection (d) shall be valued as of the Valuation Date next
following the Plan Administrator's receipt of the Participant's consent to
receive the distribution; and (ii) distributions delayed pursuant to subsection
(c) shall be valued as of the Valuation Date with respect to which the related
contributions are first reflected on the quarterly account statement provided to
the Participant.

         (c)      If a Participant is entitled to an allocation of contributions
under Sections 4.03, 4.04, 4.05 and/or 4.06 for the Plan Year containing his
Termination of Employment date, the


                                     - 31 -
<Page>

Participant shall be allowed to defer receipt of his distribution until the
Valuation Date next following the date as of which such allocation is made. If a
Participant makes contributions under Section 4.01 for any portion of the
calendar quarter after his Termination of Employment date, his distribution
shall be deferred until the Valuation Date next following the quarter the
contributions are made.

         (d)      If at any time the distributable balance in a terminated
Participant's Account, or the portion thereof payable to a Beneficiary, does not
exceed $5,000 ($3,500 for Plan Years prior to 1998), the total remaining balance
shall be distributed to the Participant or Beneficiary in a single lump sum. For
distributions prior to March 22, 1999, the foregoing sentence shall apply only
if the Participant's Account balance never exceeded $5,000 ($3,500) immediately
prior to an earlier distribution. Effective January 1, 2002, for this purpose
the balance in the Participant's Account shall not include any balance in his
Rollover Account.

         The distributable balance of a Participant's Account to a Participant
or Beneficiary who is entitled to begin receiving the balance in his Account
prior to 90 days after the date on which he receives a restated summary plan
description describing the changes made by the restatement of the Plan effective
January 1, 2001, and whose distributable balance exceeds $5,000, may be
distributed, with the Participant's or Beneficiary's consent, in any form
permitted by the Plan prior to such restatement (including any form permitted by
a Prior Plan in which the Participant was a participant). Such consent may be
submitted, on forms provided by the Plan Administrator, at any time after
Termination of Employment, in accordance with the Plan Administrator's schedule
for processing distributions. If the terminated Participant or Beneficiary does
not consent to such a distribution, then no distribution may be made to him
prior to the end of the Plan Year in which such Participant either dies or
attains his Normal Retirement Date (whichever occurs first).

         (e)      Unless the Participant otherwise elects, a distribution be
made no later than sixty (60) days after the close of the Plan Year which
contains the latest of (1) the date on which the Participant attains the earlier
of age 65 or his Normal Retirement Date, (2) the tenth (10th) anniversary of the
year in which the Participant commenced participation in the Plan, or (3) the
Participant's Termination of Employment.

         (f)      The account balances of former employees of Cardinal
Industries, Inc. that were transferred to this Plan upon the merger of the
Cardinal Plan and do not exceed $5,000 shall be distributed to such former
employees in a single lump sum as soon as administratively feasible following
the merger. To the extent the Plan Administrator is unable to locate any such
former employee, his account balance shall be forfeited and reallocated, subject
to restoration, as provided in Section 6.11.

         (g)      Notwithstanding the foregoing provisions of this Section, in
no event shall any portion of a Participant's Pre-Tax Contribution Account,
Qualified Matching Contribution Account or Qualified Non-Elective Contribution
Account be withdrawn or distributed even pursuant to a "qualified domestic
relations order," as defined in Section 414(p) of the Code) prior to the
Participant's Termination of Employment or attainment of age 59-1/2, whichever
occurs first, except as otherwise provided in Section 6.09.


                                     - 32 -
<Page>

         (h)      Notwithstanding the foregoing, distributions under the Plan
generally shall commence not later than April 1st following the calendar year in
which such Participant attains age 70-1/2. In the case of a Participant who is
still employed, and is not a 5% owner, within the meaning of Section
416(i)(1)(B)(i) of the Code, in the year in which he attains age 70-1/2,
distribution shall commence not later than April 1st of the year in which his
employment is terminated.

         (i)      Notwithstanding any provisions hereunder, any distribution
form or other right available under a Prior Plan that is protected under Section
411 of the Code shall be available with respect to applicable balances of the
Prior Plan Balances Account, but only to the extent required by law. In the case
of a Participant whose Account is transferred from a Prior Plan that provides
for distributions in any form other than a lump sum on or after the Effective
Date, distribution shall be permitted in such form only for a Participant whose
Account becomes distributable before December 31, 2001, and thereafter shall be
distributable only in a lump sum as provided herein, provided that such lump sum
shall otherwise be available at the same times and on the same terms that such
other form of distribution was available under the Prior Plan.

         (j)      As of the date that a Participant attains the age of 59 1/2,
such Participant may withdraw his Vested Balance.

         6.08     METHOD OF DISTRIBUTION.

         (a)      The method of distribution for all benefits shall be a single
sum payment.

         (b)      If distribution is to commence by reason of the death of the
Participant, then the Participant's Account shall be paid to the Participant's
Beneficiary in accordance with this Section 6.08.

         (c)      Distributions may be made wholly or partly in cash or in kind
as allowed by the Plan Administrator, provided that no discrimination in value
results therefrom and provided that securities issued by a Participant's
Employer and earmarked for his Account shall be delivered in kind to him or his
Beneficiary unless the Participant or Beneficiary otherwise elects in a manner
acceptable to the Plan Administrator, including orally or by other electronic
means, if confirmed in writing to the Participant or Beneficiary prior to
implementation.

         (d)      The Plan Administrator in conjunction with the Recordkeeper
shall issue directions to the Trustee and/or transfer agent concerning the
recipient, the commencement and the method of distribution of all benefits which
are to be paid from the Trust Fund pursuant to the Plan.

         (e)      No later than fourteen (14) days after a distribution is made
in lump sum form under this Plan, the Plan Administrator shall provide the
recipient with a written notice of the federal income tax treatment applicable
to a lump sum distribution, as and to the extent required by Section 402(f) of
the Code, as amended, and proper regulations thereunder.

         (f)      Distributions pursuant to this Section shall be made in the
name of the Participant with 20% (or such other amount required by law) withheld
for tax purposes, or shall be made in the name of an IRA or Trustee for the full
amount of the distribution in accordance with the


                                     - 33 -
<Page>

following:

         (g)      If a Participant timely elects to have a distribution payable
hereunder paid directly to an eligible retirement plan, and specifies the
eligible retirement plan to which such distribution is to be paid (in such form
and at such time as the Plan Administrator may prescribe), such distribution
shall be made in the form of a direct rollover or trustee-to-trustee transfer to
the eligible retirement plan so specified.

                  (i)      For purposes of this Section 6.08(f), the term
                           "eligible rollover distribution" has the meaning
                           given to such term by Section 401(f)(2)(A) of the
                           Code.

                  (ii)     For purposes of this Section 6.08(f), the term
                           "eligible retirement plan" has the meaning given to
                           such term by Section 401(c)(8)(B) of the Code, except
                           that a qualified trust shall be considered an
                           eligible retirement plan only if it is a defined
                           contribution plan, the terms of which permit the
                           acceptance of rollover distributions.

                  (iii)    For purposes of this Section 6.08(f), to the extent
                           allowed under Section 402 of the Code, an alternative
                           payee entitled to receive an eligible rollover
                           distribution from the Plan pursuant to a qualified
                           domestic relations order, and a surviving Beneficiary
                           of a deceased Participant, shall have the same right
                           to elect a transfer of their benefit as a Participant
                           is accorded under this Section.

                  (iv)     Within a reasonable time before making an eligible
                           rollover distribution, the Plan Administrator shall
                           provide, in accordance with Section 401(f)(1) of the
                           Code, to the recipient of such distribution, a
                           written explanation of the recipient's transfer
                           rights under this Section 6.08(f) and of the required
                           withholding of tax on the distribution if such a
                           transfer were not elected.

         6.09     WITHDRAWAL OF ACCOUNTS.

         (a)      A Participant may elect to withdraw, in cash, any portion of
the Pre-Tax Contributions from his Pre-Tax Contribution Account, but not
earnings thereon, and any portion of the Rollover Account, determined as of the
Valuation Date preceding the date of his request, that is not being used as
security for a loan under Section 6.14. His request for withdrawal shall be
submitted to the Plan Administrator in writing not less than sixty (60) days
prior to the desired withdrawal date (or such lesser period as the Plan
Administrator may allow to accommodate financial emergencies). The Participant
shall provide such further information as the Plan Administrator may request in
support of the withdrawal request. The Plan Administrator shall approve or
disapprove the withdrawal request in accordance with any applicable regulations
under Section 401(k) of the Code and such rules, consistent with any such
regulations, as the Plan Administrator shall adopt and apply uniformly to
similarly situated Participants.

         (b)      Unless the Participant has attained age 59-1/2, he shall not
be entitled to a withdrawal of Pre-Tax Contributions or his Rollover Account
balance except in the event and to the extent of "financial hardship." For
purposes of this Section, "financial hardship" means an


                                     - 34 -
<Page>

immediate and heavy financial need occurring in the Participant's personal
affairs which cannot reasonably be satisfied from other resources available to
the Participant. Such hardship shall be determined by the Plan Administrator
from appropriate evidence furnished by the Participant and in accordance with
applicable regulations under Section 40l(k) of the Code. Unless the Plan
Administrator decides, from time to time, to determine financial need on the
basis of all relevant facts and circumstances, a Participant's financial need
shall be deemed sufficiently immediate and heavy to justify a hardship
withdrawal under this Section only with respect to:

                  (i)      medical expenses described in Section 213(d) of the
                           Code previously incurred by the Participant, his
                           spouse or dependents (as defined in Section 152 of
                           the Code), or necessary for any of these persons to
                           obtain medical care described in Section 213(d) of
                           the Code;

                  (ii)     the purchase (excluding mortgage payments) of a
                           principal residence for the Participant;

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

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

                  (v)      funeral expenses of a family member of the
                           Participant; or

                  (vi)     any other circumstance determined by the Internal
                           Revenue Service to constitute immediate and heavy
                           financial need for this purpose.

         A Withdrawal shall not be treated as necessary to satisfy an immediate
and heavy financial need of an Participant to the extent the amount of the
Withdrawal is in excess of the amount required to relieve the financial need or
to the extent such need may be satisfied from other resources that are
reasonably available to the Participant. This determination generally is to be
made on the basis of all relevant facts and circumstances. The Participant's
resources include those assets of an Participant's spouse and minor children
that are reasonably available to the Participant. However, property held for the
Participant's child under an irrevocable trust or under the Uniform Gifts to
Minors Act shall not be treated as a resource of the Participant. The amount of
an immediate and heavy financial need may include any amounts necessary to pay
any federal, state, or local income taxes or penalties reasonably anticipated to
result from the Withdrawal. A Withdrawal generally may be treated as necessary
to satisfy a financial need if the Plan Administrator relies upon the
Participant's written representation, unless the Employer or Plan Administrator
has actual knowledge to the contrary, that the need cannot reasonably be
relieved:

                  (i)      Through reimbursement or compensation by insurance or
                           otherwise;

                  (ii)     By reasonable liquidation of the Participant's
                           assets, to the extent such liquidation would not
                           itself cause an immediate and heavy financial need;


                                     - 35 -
<Page>

                  (iii)    By cessation of Pre-Tax Contributions under the Plan;
                           or

                  (iv)     By other distributions or nontaxable (at the time of
                           the loan) loans from plans maintained by the Employer
                           or by any other employer, or by borrowing from
                           commercial sources on reasonable commercial terms in
                           an amount sufficient to satisfy the need.

         A need cannot be reasonably relieved by one of the actions listed above
if the effect would be to increase the amount of the need. Notwithstanding (iii)
above, a Participant may, but shall not be required to, suspend or cease his or
her Pre-Tax Contributions in the event the Employer relies upon such
Participant's written representation regarding the amount of withdrawal
necessary to satisfy a financial need.

         (c)      No Participant will be permitted to receive any portion of his
Employer Profit Sharing, Matching Contribution, Qualified Matching or Qualified
Non-elective Accounts, except as a distribution in accordance with Sections 6.01
through 6.07 and as a loan in accordance with Section 6.14.

         6.10     PAYMENT TO MINORS AND INCAPACITATED PERSONS. In the event that
any amount is payable to a minor or to any person who, in the judgment of the
Plan Administrator, is incapable of making proper disposition thereof, such
payment shall be made for the benefit of such minor or such person in any of the
following ways as the Plan Administrator, shall determine:

                  (i)      by payment to the legal representative of such minor
                           or such person;

                  (ii)     by payment directly to such minor or such person; or

                  (iii)    by payment to any other person/entity caring for such
                           person.

         The Trustee shall make such payments as directed by the Plan
Administrator, without the necessary intervention of any guardian or like
fiduciary, and without any obligation to require bond or to see to the further
application of such payment. Any payment so made shall be in complete discharge
of the Plan's obligation to the Participant and his Beneficiaries.

         6.11     MISSING PERSONS. In the event that all, or any portion, of the
distribution payable to a Participant or his Beneficiary hereunder shall remain
unpaid solely by reason of the inability of the Plan Administrator to locate
such Participant or his Beneficiary, after sending a certified or registered
letter, return receipt requested to the last known address, then the Plan
Administrator may attempt to ascertain the whereabouts of such Participant or
Beneficiary, through programs established by the Social Security Administration
or the Internal Revenue Service. However, if such efforts should fail to locate
such Participant or Beneficiary, then the remaining amount distributable with
respect to such Participant or his Beneficiary shall be forfeited and
reallocated in the same manner as a Forfeiture. In the event a Participant or
Beneficiary is located subsequent to his benefit being reallocated, and such
person claims such reallocated benefit, such benefit shall be restored out of
current year Forfeitures (or if necessary an additional contribution by such
person's Employer), unadjusted for gains or losses. In the event that the Plan
is terminated, the benefits maintained in an account under the Plan, on the date
of such termination, for the benefit of a Participant, Beneficiary, or Alternate
Payee who cannot be located, shall be


                                     - 36 -
<Page>

maintained outside the Plan. Any such benefits may be maintained by the
establishment of an individual retirement arrangement or the purchase of an
annuity (as described in Sections 408(a) or (b) of the Code), or by another
method which meets applicable Department of Labor requirements. The Plan
Administrator shall have the sole discretion in determining which method or
manner, or combination thereof, from among the preceding, shall be utilized for
the purpose of maintaining such benefits. The duty of the named Fiduciaries
hereunder, to maintain any such benefits under the Plan, shall be extinguished
upon the placement of such benefits outside the Plan in the manner described in
this paragraph.

         6.12     APPLICATION FOR BENEFITS. Notwithstanding Section 6.08, the
Plan Administrator may require a Participant or Beneficiary to complete and file
with the Plan Administrator certain forms as a condition precedent to the
payment of benefits. The Plan Administrator may rely upon all such information
given to it, including the Participant's current mailing address. It is the
responsibility of all persons interested in distributions from the Trust Fund to
keep the Plan Administrator informed of their current mailing addresses.

         6.13     BENEFICIARY.

         (a)      Each Participant may designate one or more Beneficiaries and
successor Beneficiaries (including, without limitation, one or more trustees) to
receive any distributions provided herein by reason of his death, or may change
any such designation, upon such forms and under such rules (as to manner of
becoming effective and other matters) as the Plan Administrator shall deem
appropriate, provided, that no natural Beneficiary so designated, not living on
the date fixed for distribution, nor any other Beneficiary not in existence on
such date, shall be entitled to receive any distributions hereunder, and payment
shall be made to the next successor designated Beneficiary, if any. To the
extent determined by the Plan Administrator, a designation of a beneficiary made
under a prior plan will continue to apply under this Plan until changed by the
Participant. In the event that a Participant has no valid Beneficiary
designation in effect at the time of his death, his entire Account balance shall
be distributed to his estate.

         (b)      In the case of a Participant who has been married for at least
one year at the time of his death, any designation of a Beneficiary other than
the Participant's spouse shall not be valid without the consent thereto of the
Participant's spouse. The spouse's consent (i) shall be irrevocable, (ii) must
be in writing, (iii) must acknowledge both the particular designated Beneficiary
(including any class of Beneficiaries or any contingent Beneficiaries) and the
effect of the designation, and (iv) must be witnessed by a notary public or by a
Plan representative designated for such purpose by the Plan Administrator. If
the Participant establishes to the satisfaction of the Plan Administrator that
such spousal consent cannot be obtained, either because there is no spouse, the
spouse cannot be located or such other circumstances as the Secretary of the
Treasury may prescribe, then the Participant's designation will be valid without
spousal consent. Any spousal consent given or waived under this Subsection (c)
shall be valid only with respect to the spouse who gives such consent or cannot
be located and only with respect to the specific Beneficiary consented to. The
Participant may revoke a designation made under this Section at any time before
his benefits commence without his spouse's further consent, but any change to a
different designated Beneficiary other than his spouse will require his spouse's
further consent in the manner provided in this Subsection, unless the spouse has
given a sufficient general consent to changes in Beneficiaries in accordance
with regulations


                                     - 37 -
<Page>

under Section 401(a)(9) of the Code. Designations of contingent or successor
beneficiaries who become eligible for benefits only if the spouse does not
survive the Participant do not require spousal consent under this Subsection.

         (c)      The Plan, Trust and their fiduciaries shall be fully protected
in making distributions to the next successor Beneficiary under Subsection (a)
or (b) if, within six (6) months after any date fixed for distribution, they
have no actual knowledge that a predecessor Beneficiary survived, or was
existing on, such date. Nothing in this Section 6.13 shall be deemed to impair
the right of any person not described in this Section to benefits under this
Plan solely in accordance with a "qualified domestic relations order," as
provided in Section 9.03 of the Plan.

         6.14     LOANS TO PARTICIPANTS.

         (a)      Loans from the Plan may only be made to Participants who are
employed by the Employer (or Participating Employer, if applicable). Such
individuals are referred to herein as "Eligible Borrowers." The number of loans
which may be outstanding at any time shall be one (1) unless otherwise provided
in the Plan's loan policy. A loan may not be refinanced, unless otherwise
provided in the Plan's loan policy. Prior to January 1, 2002, Loans shall not be
made to any Owner-Employee or Shareholder-Employee. Within each Eligible
Borrower's Account, there shall be maintained a loan subaccount solely for the
purpose of effecting loans from the Eligible Borrower's Account to the Eligible
Borrower. The Plan's loan policy shall set forth all loan rules and
restrictions.

         A Participant shall not be required to obtain the consent of his or her
Spouse prior to obtaining a loan from the Plan, unless the loan policy
specifically provides otherwise. If such consent is required, such consent shall
be in writing and shall be witnessed by a representative of the Plan or by a
notary public.

         (b)      Availability of Loans.

                  (i)      Application for a loan shall be made to the Plan
                           Administrator or its delegate in the form and manner
                           specified by the Plan Administrator. The decisions by
                           the Plan Administrator or its delegate on loan
                           applications shall be made on a reasonably
                           equivalent, uniform and non-discriminatory basis.
                           Loans shall only be repaid by payroll deduction,
                           unless otherwise provided in the loan policy. The
                           Plan Administrator or its delegate may change the
                           terms of any outstanding loan to the extent required
                           by applicable law to reflect economic and other
                           differences affecting the individuals' ability to
                           repay any loan.

                  (ii)     Notwithstanding anything herein to the contrary, no
                           loan shall be made to an Eligible Borrower during a
                           period in which the Plan Administrator is making a
                           determination of whether a domestic relations order
                           affecting the Eligible Borrower's Account is a
                           qualified domestic relations order, as defined in
                           Section 414(p) of the Code. Further, if the Plan
                           Administrator is in receipt of a qualified domestic
                           relations order with respect to any


                                     - 38 -
<Page>

                           Eligible Borrower's Account, it may prohibit such
                           Eligible Borrower from obtaining a loan until the
                           rights of the alternate payee entitled to benefits
                           under such order are satisfied.

         (c)      A Plan loan shall be derived from and the amount available for
a loan shall be based on, the Eligible Borrower's vested interest in his
Accounts, based on the most recent valuation available to the Plan Administrator
on the date the loan is approved. The minimum loan available is $1,000. The
maximum loan available is the lesser of (i) 50% of the Eligible Borrower's
vested interest in his or her Account; or (ii) $50,000, reduced by the highest
outstanding balance of any Plan loan to such Eligible Borrower during the
twelve-month period ending on the day before the loan is made.

         (d)      Terms of Loan.

                  (i)      A loan shall be secured by a lien on the Eligible
                           Borrower's interest in the Plan, to the maximum
                           extent permitted by the relevant provisions of the
                           Code, the Act, and any regulations or other guidance
                           issued thereunder.

                  (ii)     The interest rate on a loan shall be a reasonable
                           rate of interest as defined by the Plan Administrator
                           or an authorized representative of the Plan
                           Administrator.

                  (iii)    The principal amount and interest on a loan shall be
                           repaid no less frequently than quarterly by level
                           payroll deductions (or payment by other than payroll
                           deduction, if permitted in the loan policy) during
                           each payroll period in which the loan is outstanding;
                           provided, however, that an Eligible Borrower may
                           prepay the full amount due under the loan at any time
                           without penalty. No partial prepayments shall be
                           permitted. The Eligible Borrower may elect a
                           repayment term of 1, 2, 3, 4 or 5 years from the date
                           of a payroll period within one month of the date of
                           the distribution of the loan from the Plan. A longer
                           period may be permitted under the loan policy for
                           purchase of the Participant's principal residence.
                           Notwithstanding the foregoing, a loan may provide
                           that no payments shall be made for up to six (6)
                           months during a period in which an Eligible Borrower
                           is on an Authorized Absence without pay.

                  (iv)     Each loan shall be evidenced by a promissory note,
                           evidencing the Eligible Borrower's obligation to
                           repay the borrowed amount to the Plan, in such form
                           and with such provisions consistent with this Section
                           6.14 as are acceptable to the Plan Administrator or
                           its delegate. All promissory notes shall be deposited
                           with the Trustee or an authorized representative of
                           the Trustee.

                  (v)      Under the terms of the loan agreement, the Plan
                           Administrator or a representative of the Plan
                           Administrator may determine a loan to be in default,
                           and may take such actions upon default in accordance
                           with Section 6.14(f).


                                     - 39 -
<Page>

                  (vi)     If an Eligible Borrower is transferred from
                           employment with an Employer to employment with an
                           Affiliate, within thirty (30) days of Termination of
                           Employment, he or she shall not be treated as having
                           a severance from Service or a separation from
                           employment and the Plan Administrator or its delegate
                           shall make arrangements for the loan to continue to
                           be repaid in accordance with the loan agreement. For
                           this purpose, the Plan Administrator may authorize
                           the transfer of the loan to a qualified plan
                           maintained by such Affiliate. In the absence of such
                           arrangements, the loan shall be deemed to be in
                           default upon such Eligible Borrower's transfer. The
                           Plan Administrator may also authorize the transfer of
                           a loan to another qualified plan of the Employer.

         (e)      Distribution and Repayment of Loan.

                  (i)      The loan proceeds shall be transferred to the
                           Eligible Borrower's loan subaccount by the Trustee
                           and shall be derived from the Eligible Borrower's
                           interest in the Investment Funds on a PRO RATA basis.
                           The loan proceeds shall be distributed from the loan
                           subaccount to the Eligible Borrower on the same day
                           as they are received by the loan subaccount.

                  (ii)     Repayments of Plan loans shall be made to the
                           Eligible Borrower's loan subaccount. Such repayments
                           shall be immediately transferred from the loan
                           subaccount, credited to the Eligible Borrower's
                           Account and invested in the Investment Funds in the
                           same proportions as his or her current contributions
                           are invested, as soon as administratively practicable
                           after they are received by the loan subaccount.

         (f)      Events of Default and Action Upon Default.

                  (i)      If an Eligible Borrower does not repay the principal
                           and accrued interest with respect to a Plan loan at
                           the times required by the terms of the loan, the loan
                           shall be in default and the unpaid balance of the
                           loan, together with interest thereon, shall become
                           immediately due and payable. Such default shall
                           constitute a deemed distribution of the unpaid loan
                           amount (including any interest thereon). Further,
                           upon an Eligible Borrower's severance from Service or
                           separation from employment, such loan shall be deemed
                           to be in default and the unpaid balance of the loan,
                           together with interest thereon shall become due and
                           payable within a reasonable period after such event.
                           If, before a loan is repaid in full, a distribution
                           is required to be made from the Plan to an alternate
                           payee under a qualified domestic relations order (as
                           defined in Section 414(p) of the Code) and the amount
                           of such distribution exceeds the value of the
                           Eligible Borrower's Account less the amount of such
                           outstanding loan, plus accrued interest, if any, the
                           unpaid balance thereon shall become immediately due
                           and payable. The Trustee shall satisfy the
                           indebtedness to the Plan before making any payments
                           to the Eligible Borrower, a Beneficiary or any
                           alternate payee. In addition to the foregoing, the
                           loan agreement may


                                     - 40 -
<Page>

                           include such other events of default as the Plan
                           Administrator shall determine are necessary or
                           desirable to safeguard the assets of the Plan in
                           order to secure and preserve the assets of the Trust
                           and prevent the loss of principal and interest.

                  (ii)     Upon the default of any Eligible Borrower, the Plan
                           Administrator, or its designate in its sole
                           discretion, may direct the Trustee to take such
                           action as the Plan Administrator or its designate may
                           reasonably determine to be necessary in order to
                           preclude the loss of principal and interest,
                           including:

                           (1)      demanding immediate repayment of the
                                    outstanding amount on the loan (including
                                    principal and accrued interest); or,

                           (2)      if the loan is not repaid within 90 days of
                                    the request for repayment, causing a
                                    foreclosure of the loan to occur by
                                    distributing the promissory note to the
                                    Eligible Borrower or otherwise reducing the
                                    Eligible Borrower's Account by the value of
                                    the loan. For these purposes, such loan
                                    shall be deemed to have a fair market value
                                    equal to its face value (including accrued
                                    but unpaid interest) reduced by any payments
                                    made thereon by the Eligible Borrower. In
                                    the event of any default, the Eligible
                                    Borrower's prior request for a loan shall be
                                    treated as the Eligible Borrower's consent
                                    to an immediate distribution of the
                                    promissory note representing a distribution
                                    of the unpaid balance of any such loan. The
                                    loan agreement shall include such provisions
                                    as are necessary to reflect such consent. In
                                    all events, however, no foreclosure on the
                                    Participant's loan shall be made until the
                                    earliest time a distribution may occur
                                    without violating any provisions of Sections
                                    401(a) or (k) of the Code and the
                                    regulations issued thereunder.

         (g)      The loan policy shall set forth the specific provisions for
Participant Loans, and is herein incorporated as part of the Plan by reference.
The loan policy shall include (i) the identity of the person or position
authorized to administer the Participant Loan program; (ii) a procedure for
applying for Loans; (iii) the basis on which Loans shall be approved or denied;
(iv) limitations (if any) on the types and amounts of Loans offered; (v) the
procedure under the program for determining a reasonable rate of interest; (vi)
the types of collateral which may secure a Participant Loan; (vii) the events
constituting default and the steps that shall be taken to preserve Plan assets
in the event of such default; and (viii) any other terms and conditions
applicable to loans as determined by the Plan Administrator. Loans shall be
available to Plan Participants on a nondiscriminatory basis without regard to
any individual's race, color, religion, sex, age or national origin. The Plan
Administrator shall have the authority to amend the loan policy at any time,
including amendments that alter any of the foregoing provisions of this Section
6.14, subject to the requirements of Section 72(p) of the Code and Section
408(b)(1) of the Employee Retirement Income Security Act of 1974.

         (h)      The originals of all promissory notes and other forms
requested by the Trustee in


                                     - 41 -
<Page>

respect of any Loan shall be retained by the Trustee (or an authorized
representative of the Trustee), or the Plan Administrator (or an authorized
representative of the Plan Administrator) as long as the Loan is outstanding.

         6.15     QUALIFIED DOMESTIC RELATIONS ORDERS.

         (a)      All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
alternate payee under a Qualified Domestic Relations Order. The Plan
Administrator is authorized to and shall establish written procedures to
effectuate the requirements for administering Qualified Domestic Relations
Orders.

         (b)      No withdrawal may be made under this Plan by a Participant
during the period in which the Plan Administrator is making a determination of
whether a domestic relations order affecting the Participant's Account is a
Qualified Domestic Relations Order. Further, if the Plan Administrator is aware
that a Qualified Domestic Relations Order is being sought with respect to a
Participant's benefit, the Plan Administrator may restrict the Participant's
ability to obtain any withdrawal otherwise available under the Plan until the
Plan Administrator has determined that such withdrawal would not be inconsistent
with any such order or that no such order shall be submitted. If the Plan
Administrator is in receipt of a Qualified Domestic Relations Order with respect
to any Participant's benefit, it may prohibit that Participant from obtaining a
withdrawal until the alternate payee's rights under such order are satisfied.

         (c)      No distribution may be made to a Participant during the period
in which the Plan Administrator is making a determination of whether a domestic
relations order affecting the Participant's benefit is a Qualified Domestic
Relations Order. Further, if the Plan Administrator is aware that a Qualified
Domestic Relations Order affecting a Participant's benefit is being sought, it
may prohibit such Participant from commencing to receive a distribution until
the Plan Administrator has determined that such distribution would not be
inconsistent with any such order or that no such order shall be submitted. If
the Plan Administrator is in receipt of a Qualified Domestic Relations Order
with respect to any Participant's benefit, it may prohibit such Participant from
receiving a distribution until the alternate payee's rights under such order are
satisfied.

         (d)      If the Plan Administrator is in receipt of a Domestic
Relations Order, or the Plan Administrator is otherwise aware that a Qualified
Domestic Relations Order affecting a Participant's Account is being sought, the
Plan Administrator may take such actions as necessary (including, without
limitation, restricting the Participant's ability to withdraw, borrow, or direct
the investment of funds in his or her Account) in order to administer the Plan
consistently with the terms of any such Qualified Domestic Relations Order.

         (e)      Notwithstanding any other provision of the Plan, in the event
that a Qualified Domestic Relations Order is received by the Plan Administrator,
benefits shall be payable in accordance with such order and with Section 414(p)
of the Code and Section 206(d) of the Act. Payments may be made prior to the
Participant's "earliest retirement age" (as defined in Section 414(p) of the
Code and Section 206(d) of the Act), and are not subject to any other
distribution or withdrawal restrictions provided in this Plan. The amount
payable to the Participant and to any other person other than the alternate
payee named in the order shall be adjusted accordingly.


                                     - 42 -
<Page>

         Pursuant to Section 1.411(a)-11(c)(6) of the Income Tax Regulations,
distributions to an alternate payee under the Plan shall not require the consent
of the alternate payee, except as shall be provided for in the Qualified
Domestic Relations Order applicable to such alternate payee. Any amounts held
for the benefit of an alternate payee under the Plan shall be immediately
distributable, without the consent of the alternate payee, after the Plan
Administrator has determined that an order is a Qualified Domestic Relations
Order, pursuant to the Plan's written administrative procedures for
administering Qualified Domestic Relations Orders.

         (f)      In the absence of a Beneficiary designation in the Qualified
Domestic Relations Order, the alternate payee shall be treated as a single
Participant under the Plan and the alternate payee's interest shall pass to his
or her estate or other individuals, in accordance with the terms of the Plan.

         (g)      If this Plan is a Participant-Directed Plan as provided under
Article V, the alternate payee shall be entitled to direct the investment of his
or her own separate interest, unless the Qualified Domestic Relations Order
provides otherwise. Tax basis in Nondeductible Employee Contributions shall be
allocated on a PRO RATA basis, based on the ratio of the alternate payee's
benefit to the Participant's total benefit (including the portion of his or her
benefit assigned to the alternate payee). Alternate payees shall not be entitled
to borrow money under the Plan's loan provisions.




















                                     - 43 -
<Page>

                                    Article 7

                           ADMINISTRATION OF THE PLAN

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

                  (i)      The Company;

                  (ii)     The Trustee;

                  (iii)    The Plan Administrator.

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

         7.02     COMPANY. The Company:

                  (i)      shall be the Plan Administrator, or shall appoint the
                           Plan Administrator as provided in Section 7.03(a);

                  (ii)     shall cause Employers to make contributions to the
                           Plan, as required in the Plan;

                  (iii)    shall appoint and remove the individuals, banks, or
                           other entities who serve as Trustee, and the members
                           of the Committee, as provided herein; and

                  (iv)     may amend any or all of the provisions of the Plan
                           and to terminate the Plan, in whole or in part,
                           pursuant to the procedures provided hereunder.

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

         7.04     PLAN ADMINISTRATOR.

         (a)      The Plan Administrator shall be the Company, or such person
(including any entity or committee) as the Company may designate as Plan
Administrator by action of its Board of Trustees. The authority of the Company
shall be exercised by the Committee, or by officers, employees and agents of the
Company, as set forth in this Section 7.04; provided, however, that the fact
that the Company has delegated a portion of its authority as Plan Administrator
to another person shall not cause such person to become the Plan Administrator
unless such person


                                     - 44 -
<Page>

is specifically so designated and acknowledges such designation in writing.

         (b)      The Company may appoint a Committee to act as its agent in the
administration of the Plan in accordance with the provisions of this Section
7.04. The Committee shall consist of a number of members determined by the
Company, who shall be appointed by and serve at the pleasure of the Company. Any
Participant, officer, or director of the Employer shall be eligible to be
appointed a member of the Committee and all members shall serve as such without
compensation. Upon termination of his employment with the Employer, or upon
ceasing to be an officer or director, if not an Employee, he shall cease to be a
member of the Committee. The Company shall have the right to remove any member
of the Committee at any time. A member may resign at any time by written notice
to the Committee. If a vacancy in the Committee should occur, a successor shall
be appointed by the Company.

         (c)      The Company may appoint a Chairman and a Secretary from among
the members of the Committee. All resolutions, determinations and other actions
shall be by a majority vote of all members of the Committee. Any individual
member of the Committee shall have the authority to take any action on behalf of
the Committee which such member determines in good faith to be ministerial in
nature, or which is necessary or appropriate to carry out determinations of the
Committee, or to protect the Plan and the Fund in a situation in which it is not
practical to convene a meeting of the Committee. The Committee may appoint such
agents, who need not be members of the Committee, as it deems necessary for the
effective performance of its duties, and may delegate to such agents such powers
and duties, whether ministerial or discretionary, as the Committee deems
expedient or appropriate. The compensation of such agents shall be fixed by the
Committee; provided, however, that in no event shall compensation be paid if
such payment violates the provisions of Section 406 of the Act and is not
exempted from such prohibitions by Section 408 of the Act.

         (d)      The Plan Administrator shall be the "plan administrator" and
the "administrator" as defined in Code Section 414(g) and Section 3(16)(A) of
the Act, shall have complete control of the administration of the Plan, with all
powers necessary to enable it to properly carry out the provisions of the Plan
and not inconsistent with any of the provisions hereof, whether or not such
powers and duties are specifically set forth herein. In furtherance thereof, the
Committee shall have the discretionary authority to determine all questions
arising in administration of the Plan and to determine all facts pertinent
thereto, including without limitation the power to determine the rights or
eligibility of Employees, Participants, and their Beneficiaries, and the amount
and form of their respective interests; and the decision thereon of the
Committee shall be final and conclusive and binding upon all persons to the
extent permitted by law. Not in limitation but in amplification of the
foregoing, the Committee shall have the following specific powers and
responsibilities:

                  (i)      To adopt such rules, procedures and regulations as in
                           its opinion may be necessary for the proper and
                           efficient administration of the Plan, which may alter
                           any provision of the Plan that is ministerial or
                           administrative in nature (including the time or
                           method for performing any act) without the need for a
                           formal amendment;

                  (ii)     to keep records of all acts and determinations of the
                           Committee, and to


                                     - 45 -
<Page>

                           keep all such records, books of accounts, data and
                           other documents as may be necessary for the proper
                           administration of the Plan;

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

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

                  (v)      to file with the Secretary of the Treasury and the
                           Pension Benefit Guaranty Corporation all reports and
                           information required to be filed by the Internal
                           Revenue Code, the Act and regulations issued under
                           each;

                  (vi)     to exercise any authority of a "plan administrator"
                           or an "administrator" as defined in Code Section
                           414(g) and Section 3(16)(A) of the Act; and

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

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

         (f)      The Company, by action of its Board of Trustees, Chief
Executive Officer, or any person to whom the Board of Trustees or Chief
Executive Officer has delegated such authority, may designate any person or
committee other than the Committee to exercise any of its authority as plan
administrator. If at any time a Committee has not been appointed, or for any
reason is not functioning, under this Section 7.04, and no other officer has
been specifically designated, the authority of the Company as plan administrator
shall be exercised by the Company's senior officer responsible for human
resources, or persons acting under such officer's authority and supervision. In
such event, all references in this Plan or the Trust to the "Committee" shall be
deemed to refer instead to the person or body so authorized to exercise the
Company's authority as plan administrator. Even if the Committee is functioning,
such officer, or persons acting under his authority and supervision, may also
exercise any authority of the Plan Administrator


                                     - 46 -
<Page>

that is necessary or convenient for the routine administration and maintenance
of the Plan or the protection of Plan assets, and any such exercise of authority
by a person acting within the scope of his normal duties shall be presumed
authorized, subject to the review of his supervisors and the Committee.

         7.05     STANDARD OF FIDUCIARY DUTY. Any Fiduciary, or any person
designated by a Fiduciary to carry out fiduciary responsibilities with respect
to the Plan, shall discharge his duties solely in the interests of the
Participants and Beneficiaries for the exclusive purpose of providing them with
benefits and defraying the reasonable expenses of administering the Plan. Any
Fiduciary shall discharge his duties with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent man acting in a
like capacity and familiar with such matter would use in the conduct of an
enterprise of a like character and with like aims. Any Fiduciary shall discharge
his duties in accordance with the documents and instruments governing the Plan
insofar as such documents and instruments are consistent with the provisions of
the Act. Notwithstanding any other provisions of the Plan, no Fiduciary shall be
authorized to engage in any transaction which is prohibited by Section 406 of
the Act, or Section 4975 of the Code, in the performance of its duties
hereunder.

         7.06     CLAIMS PROCEDURE. Any Participant, Former Participant,
Beneficiary or authorized representative of any such person (hereinafter
referred to as "Claimant"), may file a claim for benefits under the Plan by
submitting to the Committee a written statement describing the nature of the
claim and requesting a determination of its validity under the terms of the
Plan. Within 90 days after the date such claim is received by the Committee, it
shall issue a ruling with respect to the claim. Such 90 day period may be
extended by up to an additional 90 days if notice of the extension is given to
the Claimant by the end of the first 90 day period. If the claim is wholly or
partially denied, written notice shall be furnished to the Claimant, which
notice shall set forth in a manner calculated to be understood by the Claimant:

                  (i)      the specific reason or reasons for denial;

                  (ii)     specific reference to pertinent Plan provisions on
                           which the denial is based;

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

                  (iv)     an explanation of the claims review procedures and
                           the time limits applicable to such procedures; and

                  (v)      for claims filed on or after January 1, 2002, an
                           explanation of the Claimant's right to bring an
                           action under Section 502(a) of the Act following an
                           adverse determination on review.

         Any Claimant whose claim for benefits has been denied, may appeal such
denial by re-submitting to the Committee, within 60 days of the date the
Claimant receives notice of such denial, a written statement requesting a
further review of the decision. Such statement shall set


                                     - 47 -
<Page>

forth the reasons supporting the claim, the reasons such claim should not have
been denied, and any other issues or comments which the Claimant deems
appropriate with respect to the claim.

         If the Claimant shall request in writing, the Committee shall make
available for examination of the Claimant free of charge, reasonable access to
and copies of the Plan documents and any other evidence which was considered by
the Committee and pertinent to his claim or, effective for claims filed on or
after January 1, 2002, any documents, records or other information that is
relevant to his claim.

         Within 60 days after the request for further review is received, the
Committee shall review its determination of benefits and the reasons therefor
and notify the Claimant in writing of its final decision. Such 60 day period may
be extended by up to an additional 60 days if the Committee determines that such
extension is necessary and notice of the extension is given to the Claimant by
the end of the first 60 day period Such written notice shall include specific
reasons for the decision, written in a manner calculated to be understood by the
Claimant, with specific references to the pertinent Plan provisions on which the
decision is based.















                                     - 48 -
<Page>

                                    Article 8

                            AMENDMENT AND TERMINATION

         8.01     RIGHT TO AMEND. The Company intends for the Plan to be
permanent so long as the Company exists; however, it reserves the right to
modify, alter, or amend this Plan from time to time, to any extent that it may
deem advisable, including, but not limited to any amendment deemed necessary to
insure the continued qualification of the Plan under Section 401(a) of the Code
or to insure compliance with the Act; provided, however, that the Employer shall
not have the authority to amend the Plan in any manner which will:

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

                  (ii)     Cause or permit any portion of the assets of the Fund
                           to revert to or become the property of the Employer,
                           other than as already provided under the Plan;

         Amendments to the Plan shall be adopted by the Board of Trustees of the
Company or any person to whom the Board may delegate the authority to amend;
provided that the Chief Executive Officer of the Company or the senior officer
of the Company responsible for human resources matters may approve any amendment
to the Plan that he reasonably determines to be administrative, ministerial or
technical in nature, necessary or appropriate to implement a resolution adopted
by the Board of Trustees, or necessary to preserve the tax qualified status of
the Plan or comply with any applicable law.

         8.02     TERMINATION AND DISCONTINUANCE OF CONTRIBUTIONS.

         (a)      The Company shall have the right at any time to terminate this
Plan or to discontinue permanently its contributions hereunder (hereinafter
referred to as a "Plan Termination"). Plan Termination shall be effective as of
the date stated in a resolution of the Company (or its designated agent) to that
effect.

         (b)      Subject to the provisions of Subsection (c) below, the Plan
will terminate as to an individual Employer on the first to occur of the
following:

                  (i)      The date it is terminated by that Employer if thirty
                           days' advance written notice of the termination is
                           given to the Committee, the Trustees and the other
                           Employers.

                  (ii)     The date it is terminated with respect to that
                           Employer by the Company, if thirty days' advance
                           written notice of the termination is given to that
                           Employer, the Committee, the Trustees and the other
                           Employers.

                  (iii)    The date that Employer is judicially declared
                           bankrupt or insolvent.

                  (iv)     The date that Employer completely discontinues its
                           contributions under


                                     - 49 -
<Page>

                           the Plan.

                  (v)      The dissolution, liquidation, merger, consolidation
                           or reorganization of that Employer, or the sale by
                           that Employer of all or substantially all of its
                           assets.

         (c)      The provisions of Subsection (b) above shall be subject to the
following:

                  (i)      If an Employer is dissolved, liquidated, merged,
                           consolidated or reorganized, or if an Employer sells
                           all or substantially all of its assets, arrangements
                           may be made with the consent of the Company whereby
                           the Plan will be continued by any successor to that
                           Employer or any purchaser of all or substantially all
                           of that Employer's assets, in which event the
                           successor or purchaser will be substituted for that
                           Employer under the Plan and the Plan shall continue
                           in effect without a termination thereof as to that
                           Employer.

                  (ii)     If any Employer is dissolved, liquidated, merged or
                           in any way reorganized into, or is consolidated with,
                           any other Employer, the Plan as applied to the former
                           Employer will automatically continue in effect
                           without a termination thereof.

                  (iii)    If any of the events described in Subsection (b)
                           should occur but some or all of the Participants
                           employed by the Employer are transferred to
                           employment with one or more other Employers
                           coincident with or immediately following the
                           occurrence of such event, the Plan as applied to
                           those Participants will automatically continue in
                           effect without a termination thereof.

         (d)      If the Plan as applied to all Employers, or as applied to any
individual Employer, is terminated or partially terminated for any reason, or
contributions to the Plan are discontinued, the date of such termination or
partial termination or complete discontinuance of contributions shall be a
Valuation Date and all adjustments required under the Plan as of a Valuation
Date which is the last day of the Plan Year then shall be made. The Accounts of
Participants with respect to whom there has been a termination of the Plan or a
partial termination of the Plan shall become nonforfeitable as of that date.

         (e)      The termination or discontinuance pursuant to this Section
shall not terminate the Trust or operate to accelerate any payments or
distributions hereunder, and the Trustee shall continue to administer the Trust
in accordance with its terms and the provisions hereof. Notwithstanding the
foregoing, on and after the date of termination of the Plan or permanent
discontinuance of contributions, as aforesaid, the Committee, in its discretion,
may, subject to Section 401(k)(10) of the Code, provide for distributions of the
amounts in the Accounts of any Participant at the end of any Plan Year before
the occurrence of any of the events described in Article 6 which trigger
distribution rights. At such time as settlement has been completed with respect
to all persons entitled to any portion of the Trust Fund, the Trust shall
terminate and the Trustee shall be discharged.


                                     - 50 -
<Page>

                                    Article 9

                                  MISCELLANEOUS

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

         9.02     ACTION BY EMPLOYER. Any action by an Employer under this Plan
shall be by resolution of the Employer, by its board of directors or trustees,
if applicable, or by any person or persons duly authorized to take such action.

         9.03     SPENDTHRIFT CLAUSE. Except as otherwise provided by law, none
of the benefits, payments, proceeds or distributions under this Plan shall be
subject to the claim of any creditor of any Participant or Beneficiary, or to
any legal process by any creditor of such Participant or Beneficiary, and none
of them shall have any right to alienate, commute, anticipate or assign any of
the benefits, payments, proceeds or distributions under this Plan, except to the
extent expressly provided herein to the contrary.

         This Section shall not apply to any benefit payable under the Plan to a
Participant to the extent such benefit is payable, in whole or in part, to any
person other than a Participant or Beneficiary pursuant to a "qualified domestic
relations order" (as defined in Section 414(p) of the Code). The Committee shall
adopt rules for determining whether a court order is a "qualified domestic
relations order" and for administering benefits and Plan assets pending such
determinations and pursuant to "qualified domestic relations orders." Amounts
may be distributed pursuant to a qualified domestic relations order
notwithstanding the fact that the Participant has not incurred a Termination of
Employment or attained the age of 55.

         9.04     DISCRIMINATION. The Company, the Committee, the Trustee and
all other persons involved in the administration and operation of the Plan shall
administer and operate the Plan and Trust in a uniform and consistent manner
with respect to all Participants similarly situated and shall not permit
discrimination in favor of officers, stockholders, or highly paid Employees.

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

         9.06     COMPLIANCE WITH APPLICABLE LAWS. The Committee shall interpret
and administer the Plan in such manner that the Plan and Trust shall remain in
compliance with the Code, the Act and all other applicable laws, regulations,
and rulings.

         9.07     AGENT FOR SERVICE OF PROCESS. The agent for service of process
of this Plan shall be the person listed from time to time in the current records
of the Secretary of State of Illinois as the agent for the service of process
for The Equity Residential Properties Trust.


                                     - 51 -
<Page>

         9.08     MERGER.

         (a)      In the event of any merger or consolidation of the Plan with
any other qualified plan, or the transfer of assets or liabilities between the
Plan and any other qualified plan, each affected participant must receive
(assuming that the recipient plan would terminate) the benefit immediately after
the merger, consolidation, or transfer that is equal to or greater than the
benefit such participant would have been entitled to receive immediately before
the merger, consolidation, or transfer (assuming that the plan in which the
participant had been participating had then terminated).

         (b)      No cutback in accrued benefit rights that would violate
Section 411(d)(6) of the Code shall be permitted in connection with any merger,
consolidation or transfer under this Section 9.08 and any accrued benefit rights
set forth in any other plan and not specifically set forth in this Plan shall be
deemed incorporated into this Plan, solely to the extent necessary to satisfy
the condition of this sentence.

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

         9.10     ABSENCE OF GUARANTEE. Neither the Fiduciaries nor the
Employers in any way guarantee the Trust Fund from loss or depreciation. While
it is the intention of the Employers that the Plan be permanent, the Employers
do not guarantee the continuation thereof or contributions thereto for any Plan
Year. All payments to be made under the Plan shall be made solely out of the
Trust Fund and neither the Employers nor the Trustee in any way guarantee, or
shall be personally responsible for, the payment of any amount which may be or
become due to any person from the Trust Fund. The Employers and the Committee
shall not incur any liability for any act or omission of any Trustee, nor shall
any Trustee incur any liability for any act or omission of the Employers or the
Committee or of another Trustee.

         9.11     LITIGATION. In any action or proceeding regarding the assets
or administration of the Plan, Participants, Employees or former Employees,
Beneficiaries or any other persons having or claiming to have an interest in the
Plan shall not be necessary parties and shall not be entitled to any notice or
process. Any final judgment which is not appealed or appealable and may be
entered in any such action or proceeding shall be binding and conclusive on the
parties hereto and all persons having or claiming to have any interest in this
Plan. To the extent permitted by law, if a legal action is begun against the
Company, any Employer, the Trustee, members of the Committee, or their
respective employees or agents by or on behalf of any person, and such action
results adversely to such person, or if a legal action arises because of
conflicting claims to a Participant's or other person's benefits, the costs to
such person defending the action will be charged to the amounts, if any, which
were involved in the action or were payable to the Participant or other person
concerned. To the extent permitted by applicable law, acceptance of
participation in this Plan shall constitute a release of the Company, each
Employer, the Trustee, the members of the Committee and their respective
employees and agents from any and all liability and obligation not involving
willful misconduct or gross neglect.


                                     - 52 -
<Page>

                                   Article 10

                                 TOP HEAVY RULES

         10.01    GENERAL RULE. If the Plan is or becomes top-heavy in any Plan
Year, the provisions of this Article 10 will supersede any conflicting provision
in the Plan.

         10.02    DEFINITIONS.

         (a)      KEY EMPLOYEE, effective January 1, 2002, shall mean any
Employee or former Employee (and the Beneficiaries of such Employee) who at any
time during the Plan Year was an officer of an Employer whose annual
compensation exceeded $130,000 (as indexed pursuant to Section 416(i) of the
Code, a 5-percent owner of an Employer, or a 1-percent owner of an Employer who
has annual compensation of more than $150,000. Not more than 50 Employees (or,
if less, the greater of three or 10 percent of all Employees) shall be treated
as officers. The determination of who is a Key Employee will be made in
accordance with Section 416(i)(1) of the Code and the regulations thereunder.

         (b)      TOP-HEAVY PLAN: For any Plan Year, this Plan is top-heavy if
any of the following conditions exist:

                  (i)      If the Top-Heavy Ratio for this Plan exceeds 60
                           percent and this Plan is not part of any Required
                           Aggregation Group or Permissive Aggregation Group of
                           plans.

                  (ii)     If this Plan is a part of a Required Aggregation
                           Group of plans but not part of a Permissive
                           Aggregation Group and the Top-Heavy Ratio for the
                           Required Aggregation Group of plans exceeds 60
                           percent.

                  (iii)    If this Plan is a part of a Required Aggregation
                           Group and part of a Permissive Aggregation Group of
                           plans and the Top-Heavy Ratio for the Permissive
                           Aggregation Group exceeds 60 percent.

         (c)      PERMISSIVE AGGREGATION GROUP: The Required Aggregation Group
of plans, plus any other plan or plans of the Employer which, when considered as
a group with the Required Aggregation Group, would continue to satisfy the
requirements of Sections 401(a)(4) and 410 of the Code.

         (d)      REQUIRED AGGREGATION GROUP: (1) Each qualified plan of the
Employer in which at least one Key Employee participates, and (2) any other
qualified plan of the Employer which enables a plan described in (d)(1) to meet
the requirements of Sections 401(a)(4) or 410 of the Code.

         (e)      TOP-HEAVY RATIO: The Top-Heavy Ratio for any Plan Year is the
ratio of the total account balances of all Key Employees to the total account
balances of all Participants as of the last day of the immediately preceding
Plan Year. Any distribution made to an Employee within one year prior to such
date (five years if the distribution was made for any reason other than
separation from service, disability or death), including any distribution from a
terminated plan


                                     - 53 -
<Page>

which, if it had not been terminated, would be part of a Required Aggregation
Group, shall be included in the Employee's account balance. If any defined
benefit plan is included in an Aggregation Group, the present value of benefits
under such plan, determined using the actuarial assumptions in effect under such
plan, shall be used instead of account balances.

         10.03    MINIMUM ALLOCATION.

         (a)      The Employer Contributions, less Forfeitures allocated under
Section 6.06, allocated on behalf of any Participant who is not a Key Employee
shall not be less than the lesser of three percent (3%) of such Participant's
Compensation or, in the case where the Employer has no defined benefit plan
which designates this Plan to satisfy Section 401 of the Code, the largest
percentage of Employer Contributions and Forfeitures, as a percentage of the Key
Employee's Compensation, allocated on behalf of any Key Employee for that year.
The minimum allocation (to be known as the "Employer Top-Heavy Contribution") is
determined without regard to any Social Security contribution. The Employer
Top-Heavy Contribution shall be made even though, under other Plan provisions,
the Participant would not otherwise be entitled to receive an allocation, or
would have received a lesser allocation for the year because of (i) the
Participant's failure to complete 1,000 Hours of Service (or any equivalent
provided in the Plan), (ii) the Participant's failure to make Employee
Contributions to the Plan, or (iii) Compensation less than a stated amount.

         (b)      The provisions of paragraph (a) above shall not apply to any
Participant who was not employed by an Employer on the last day of the Plan
Year.

         10.04    NONFORFEITABILITY OF EMPLOYER TOP-HEAVY CONTRIBUTION. To the
extent it is required to be nonforfeitable under Section 416(b) of the Code, any
Employer Top-Heavy Contribution may not be forfeited under Sections 411(a)(3)(B)
or 411(a)(3)(D) of the Code.

         10.05    VESTING. For any Plan Year in which the Plan is top-heavy, the
vesting schedules with respect to Employer Profit Sharing and Matching
Contributions shall be based on completed Years of Credited Service then
standing to the Participant's credit:

<Table>
<Caption>
                  Years of Credited Service          Vested Percentage
                  -------------------------          -----------------

<S>                                                  <C>
                            0-1                               0%

                             2                               25%

                             3                               50%

                             4                               75%

                             5 or more                      100%
</Table>

No change in the vesting schedule due to this Section shall operate to reduce
any Participant's vested interest in any of his Accounts.


                                     - 54 -
<Page>

         IN WITNESS WHEREOF, the Company has caused this amended and restated
Plan to be executed below by its duly authorized officers on this 27 day of
February, 2002, to be effective as of January 1, 2001.




                               EQUITY RESIDENTIAL PROPERTIES TRUST

                               By: /s/ Bruce Strohm
                               -------------------------------------------------
                               Title: Excecutive Vice President, General Counsel





ATTEST:

Colleen Runyon

Manager, Financial Benefits
---------------------------

Name and Title










                                     - 55 -

</TEXT>
</DOCUMENT>
