NATIONWIDE FINANCIAL SERVICES INC/
EXHIBIT 10.12
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>3
<FILENAME>l94382aex10-12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>
<PAGE>
                                                                   Exhibit 10.12


                           NATIONWIDE RETIREMENT PLAN

                         RESTATED AS OF JANUARY 1, 2002

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

ARTICLE                                                                                                     PAGE

<S>                                                                                                            <C>
I        Definitions............................................................................................1

II       Eligibility...........................................................................................27

III      Benefit Amounts.......................................................................................31
         3.01     FAP Benefit .................................................................................31
         3.02     Account Balance .............................................................................33
         3.03     Normal Retirement; Deferred Retirement.......................................................34
         3.04     Early Retirement Benefit.....................................................................36
         3.05     Minimum Year-End Accrued Benefit ............................................................40
         3.06     Minimum Early Retirement Accrued Benefit.....................................................40
         3.07     Minimum Year-End Early Retirement Benefit....................................................40
         3.08     Maximum Benefit..............................................................................40
         3.09     Payment of Benefits..........................................................................42
         3.10     Military Service.............................................................................42
         3.11     Employee Contributions ......................................................................43
         3.12     Calculation Methods .........................................................................43

IV       Forms of Annuity-Method of Payment....................................................................45
         4.01     Form of Annuity Normally Payable.............................................................45
         4.02     Straight Life Annuity Form...................................................................45
         4.03     Contingent Annuity Forms.....................................................................45
         4.04     Life Annuity - Period Certain Form...........................................................46
         4.05     Election of Optional Annuity Form............................................................47
         4.06     Available Cash Benefit.......................................................................49
         4.07     Level Income Option..........................................................................51
         4.08     Designation of Beneficiary ..................................................................53
         4.09     Unisex Benefit Calculation...................................................................53
         4.10     Minimum Distribution Requirements............................................................54
         4.11     Pre-Retirement Distributions.................................................................55
         4.12     Lump Sum Payment ............................................................................55
         4.13     Method of Payment ...........................................................................55

V        Death Benefits Prior to Retirement Date...............................................................57
</Table>
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                                       i
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<TABLE>


<S>                                                                                                        <C>
         5.01     Automatic Spouse's Benefit...................................................................57
         5.02     Death Benefit................................................................................59
         5.03     Relationship to Spouse's Benefit Option; Cost................................................61

VI       Change of Status of Participant.......................................................................62
         6.01     Death........................................................................................62
         6.02     Severance of Employment .....................................................................62
         6.03     Disability...................................................................................64
         6.04     Transferred Participants.....................................................................67
6.05     Rehire Prior to July 1, 1998, By Participating Employer or Non-.......................................69
                  Participating Employer of Employees with an Initial Date of Hire
                  Prior to the First Day of the First Plan Year Commencing After
                  December 31, 1988
6.06     Recredit of Service at Rehire for Employees with an Initial Date .....................................72
                  of Hire On or After the First Day of the First Plan Year
                  Commencing After December 31,1998, and Employees Rehired
                  On or After July 1, 1998
         6.07     Rehire of Former Farmland or Wausau Employees................................................79
         6.08     No Divestiture For Cause.....................................................................80
         6.09     Non-Duplication of Benefits..................................................................80
         6.10     Military Service.............................................................................81
6.11     Suspension of Benefits Upon Rehire or Employment Past.................................................81
                  Normal Retirement Date

VII      The Variable Annuity..................................................................................86
         7.01     The Fund.....................................................................................86
         7.02     Calculations.................................................................................86
         7.03     Adjustment ..................................................................................87
7.04     Guaranteed Increases..................................................................................89

VIII     Funding...............................................................................................90
         8.01     Contributions Payable........................................................................90
         8.02     Funding Standard Account.....................................................................91
         8.03     Investment of Contributions..................................................................91

IX       Amendment of Plan.....................................................................................92

X        Termination of Plan:  Merger..........................................................................93

XI       Limitation on Benefits................................................................................95

</Table>
                                       ii

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<PAGE>

<TABLE>
<S>                                                                                                           <C>
XII      Administration of Plan................................................................................97

XIII     Claims Procedure......................................................................................99

XIV      General Provisions...................................................................................100

XV       Top-Heavy Provisions.................................................................................107
         15.01    When Effective..............................................................................107
         15.02    Determination of Top-Heavy..................................................................107
         15.03    Minimum Benefit ............................................................................109
         15.04    Minimum Vesting.............................................................................109
         15.05    Change in Top-Heavy.........................................................................109

XVI      Benefit Exceptions...................................................................................110

XVII     Construction.........................................................................................112

XVIII    Execution............................................................................................113

XIX      Retiree Medical Benefits.............................................................................114
         19.01    Definitions.................................................................................114
         19.02    Medical Benefits............................................................................115
         19.03    Limitations.................................................................................115
         19.04    Contributions...............................................................................116
         19.05    Disbursements...............................................................................116
         19.06    Medical Benefits Account....................................................................117
         19.07    Amendments..................................................................................117

XX       Early Retirement Window..............................................................................119
         20.01    Eligibility.................................................................................119
         20.02    Age Enhancement.............................................................................120
         20.03    Service Enhancement.........................................................................121
         20.04    Social Security Adjustment..................................................................121
</TABLE>

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                                      iii

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

"ACB ANNUITY" means the immediate fixed annuity benefit with a present value,
determined based on the Applicable Interest Rate, as of the Participant's Lump
Sum Date, which is equal to a Participant's Available Cash Benefit, and which
the Participant has elected in lieu of the Available Cash Benefit.

"ACCOUNT BALANCE" means, for each Participant who earns a Month of Accrual
Service on or after January 1, 2002, the amount credited to the notional account
maintained for such Participant as described in Section 3.02 of the Plan. Any
Participant who has not earned a Month of Accrual Service since December 31,
2001, has no Account Balance. The Participant's Account Balance is converted
into his or her Account Balance Benefit on his or her Termination Date. After
such conversion, the Participant has no Account Balance.

"ACCOUNT BALANCE BENEFIT" means the annuity, commencing on the first day of the
calendar month coincident with or next following the date the Participant
attains his or her Normal Retirement Age, that would be the Actuarial Equivalent
of the Participant's Account Balance if the interest rate utilized to calculate
such Actuarial Equivalent benefit was equal to the Applicable Interest Rate on
the Participant's Termination Date, adjusted as provided in Section 14.09,
reduced, as provided in Section 3.11, to the extent that a Participant has
elected to receive his or her Contributions with Interest as a lump sum payment.
This benefit will include a variable annuity, as described in Article VII, equal
to the variable annuity, if any, included in the Participant's FAP Benefit. The
remainder of the Participant's Account Balance Benefit shall be a fixed annuity,
the present value of which, determined as provided above, will be his or her
Account Balance reduced by the present value, determined as provided above, of
the variable annuity described in the preceding sentence. "ACCRUED BENEFIT"
means the annuity payable at a Participant's Normal Retirement Age, or, if the
Participant has already reached his or her Normal Retirement Age, the
Participant's current age:

     (a)  for each Participant who has not accrued a Month of Accrual Service
          since December 31, 2001, the FAP Benefit;

     (b)  for each Participant, as of December 31, 2001, who accrues a Month of
          Accrual Service on or after January 1, 2002, the greater of the FAP
          Benefit, or the Participant's Account Balance Benefit; or

     (c)  for each Participant who accrues his or her first Month of Accrual
          Service on or after January 1, 2002, the Participant's Account Balance
          Benefit,

provided, however, that the Accrued Benefit of a Participant can never be less
than the annuity

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                                       1
<PAGE>

benefit commencing at his or her Normal Retirement Age which is the Actuarial
Equivalent, determined without consideration of pre-retirement mortality and
utilizing an interest rate equal to the Applicable Interest Rate, of his or her
Employee Contributions with Interest, if any, remaining after taking into
account any distribution received by the Participant pursuant to Section 4.05.

"ACTUARY" means a person enrolled with the Joint Board for the Enrollment of
Actuaries established by the Secretary of Labor and the Secretary of the
Treasury under the Employee Retirement Income Security Act of 1974.

"ACTUARIAL EQUIVALENT" means, for purposes of determining the benefit payable in
an optional form, a benefit of equivalent value as computed by an Actuary using
the factors in effect under the Plan for the last day on which the Participant
had Service which was considered in determining the the Participant's Accrued
Benefit. The factors in effect on and after December 31, 1995, are:

          (a)  an interest rate of five percent (5%) for benefits described in
               Section 3.01(c) and seven and one-half percent (71/2%) for all
               other benefits; and

          (b)  the applicable mortality table under Section 417(e) of the Code
               with contingent annuitant ages set back three (3) years.

"AGENT" means a person duly licensed in accordance with applicable state
insurance laws and under contract to sell insurance offered by any insurance
company Participating Employer, as an independent contractor or an employee of a
corporation licensed to sell insurance offered by an insurance company
Participating Employer, or as a staff member of either such an independent
contractor or licensed corporation.

 "ANNUAL EARNINGS" means:

          (a)  (i)      for a salaried Participant for each calendar year, the
                        sum of:

                        (A)     the basic monthly rate of compensation at the
                                end of the last payroll period of that calendar
                                year multiplied by twelve (12); plus

                        (B)     overtime paid in said calendar year;

               (ii)     if the salaried Participant is an account
                        representative, Annual Earnings shall not be less than
                        the annual cash compensation (after adjustment for
                        expenses) earned for said calendar year;

               (iii)    if the salaried Participant is on a leave of absence
                        authorized by Wausau at the end of the calendar year,
                        the Annual Earnings for such year shall be

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<PAGE>

                        the sum of:

                        (A)     the basic monthly rate of compensation in effect
                                immediately prior to the date the leave of
                                absence began, multiplied by twelve (12); plus

                        (B)     for periods beginning after December 31, 1975,
                                overtime paid in said calendar year;

                        provided that if Participant is an account
                        representative, the Annual Earnings shall be the greater
                        of:

                        (C)     the sum of the amounts determined in
                                subparagraphs (iii)(A) and (iii)(B) above; or

                        (D)     the average compensation determined in
                                accordance with paragraph (a)(ii) above for the
                                five (5) calendar years preceding the leave of
                                absence; and

        (b)     for an hourly paid Participant for each calendar year, the
                individual's compensation as shown on the Form W-2 issued by
                Wausau for such individual for the calendar year, plus the
                amount obtained by:

                (i)     dividing the compensation as shown on the Form W-2 by
                        the number of weeks the Participant was actually at
                        work; and

                (ii)    multiplying the quotient obtained in paragraph (b)(i)
                        above by the number of weeks the Participant was on a
                        leave of absence.

        (c)     For Plan Years beginning on or after January 1, 1989, and before
                January 1, 1994, the Annual Earnings of each employee taken into
                account for determining all benefits provided under this Plan
                for any Plan Year shall not exceed $200,000. This limitation
                shall be adjusted by the Secretary of the Treasury at the same
                time and in the same manner as under Section 415(d) of the Code,
                except that the dollar increase in effect on January 1 of any
                calendar year is effective for Plan Years beginning in such
                calendar year and the first adjustment to the $200,000 limit
                shall be effective on January 1, 1990. The annual compensation
                taken into account was $209,200; $222,220; $228,860; and
                $235,840 for Plan Years starting January 1, 1990; January 1,
                1991; January 1, 1992; and January 1, 1993, respectively.

                For Plan Years beginning on or after January 1, 1994, and before
                January 1, 2002, the Annual Earnings of each employee taken into
                account for determining all

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                                       3
<PAGE>

                benefits under this Plan for any Plan Year shall not exceed
                $150,000, as adjusted for increases in the cost of living in
                accordance with Code Section 401(a)(17)(B). The cost of living
                adjustment in effect for a calendar year applies to any period,
                not in excess of twelve months, over which compensation is
                determined beginning in such calendar year. If such a period
                over which compensation is determined is not a calendar year,
                the limitation described above will be multiplied by a fraction,
                the numerator of which is the number of months in such
                determination period and the denominator of which is twelve.

                For Plan Years beginning on or after January 1, 2002, the Annual
                Earnings of each employee for any Plan Year taken into account
                for determining any benefit under this Plan which is determined
                by taking into account service or compensation earned on or
                after such date shall not exceed $200,000, as adjusted for
                increases in the cost of living in accordance with Code Section
                401(a)(17)(B). The limits on Compensation applicable to
                grandfathered benefits determined on or prior to December 31,
                2001, shall remain applicable. The cost of living adjustment in
                effect for a calendar year applies to any period, not in excess
                of twelve months, over which compensation is determined
                beginning in such calendar year. If such a period over which
                compensation is determined is not a calendar year, the
                limitation described above will be multiplied by a fraction, the
                numerator of which is the number of months in such determination
                period and the denominator of which is twelve.

"APPLICABLE INTEREST RATE" means the applicable interest rate as defined in Code
Section 417(e)(3)(A)(ii), determined as of the beginning of each calendar
quarter (i.e., on January 1, April 1, July 1 and October 1 of each year) based
on the rate published by the Internal Revenue Service for the second month
preceding the beginning of such calendar quarter.

"AVAILABLE CASH BENEFIT" means the greater of:

(a)     25% of such Participant's vested Account Balance on his or her
        Termination Date (immediately prior to the conversion of such Account
        Balance to his or her Account Balance Benefit), to the extent it exceeds
        the Participant's Contributions with Interest, or

(b)     the lesser of:

        (i)     the Participant's Cash Benefit, or

        (ii)    $25,000.

If a Participant is rehired by a Participating Employer or Non-Participating
Employer on or after January 1, 2002, and his or her benefit is suspended in
accordance with Section 6.11, his or her Available Cash Benefit on any Severance
Date subsequent to such suspension shall be

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                                       4
<PAGE>

determined as if his or her Account Balance on such Termination Date was equal
to the difference between his or her actual Account Balance on that date and his
or her Account Balance on the date on which her Account Balance was
reestablished as provided in Section 6.11.

The Participant's Available Cash Benefit shall not include the Participant's
Contributions with Interest.

"BASE BENEFIT" means that portion of a Participant's Residual Annuity Benefit
derived from the portion of the benefit formula that applies to all of the
Participant's Covered Compensation.

"BENEFITS COMMITTEE" means a committee of at least three senior officers of
Nationwide Mutual Insurance Company who are appointed by the Board of Directors
of the Nationwide Mutual Insurance Company from time to time. The initial
members of the Benefits Committee shall be the Chief Financial Officer, Chief
Human Resources Officer and General Counsel of Nationwide Mutual Insurance
Company.

"BREAK IN SERVICE" means:

        (a)     for periods prior to January 1, 1996, a Computation Period
                during which an employee completed less than 501 Hours of
                Service; and

        (b)     for periods after December 31, 1995, a Computation Period during
                which an employee has not completed an Hour of Service.

"BRIDGE PERIOD" means:

        (a)     For employees with an initial Date of Hire on or after the first
                day of the first Plan Year commencing after December 31, 1988,
                or rehired on or after July 31, 1998, whose rehire date is
                either before August 1, 1999, or after December 31, 2001, a
                period of twelve months or less; or

        (b)     For employees with an initial Date of Hire on or after the first
                day of the first Plan Year commencing after December 31, 1988,
                or rehired on or after July 31, 1998, whose rehire date is on or
                after August 1, 1999, and before January 1, 2002, a period of
                366 or fewer days.

"CASH BENEFIT" means, for each Participant who earns a Month of Accrual Service
on or after January 1, 2002, the greatest of:

        (a)     the present value, , determined as provided in Section 3.12(a),
                of the Participant's FAP Benefit;

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                                       5
<PAGE>


        (b)     the present value, , determined in accordance with Section
                3.12(b), of the Participant's Account Balance Benefit; and

        (c)     the Participant's Account Balance on his or her Termination Date
                (immediately prior to the conversion of such Account Balance to
                his or her Account Balance Benefit), to the extent it exceeds
                the Participant's Contributions with Interest.

If a Participant is rehired by a Participating Employer or Non-Participating
Employer on or after January 1, 2002, and his or her benefit is suspended in
accordance with Section 6.11, his or her Cash Benefit on any Severance Date
subsequent to such suspension shall be determined as if his or her Account
Balance on such Termination Date was equal to the difference between his or her
actual Account Balance on that date and his or her Account Balance on the date
on which her Account Balance was reestablished as provided in Section 6.11, and
he or she had not FAP Benefit.

Any Participant who has not earned a Month of Accrual Service since December 31,
2001, has no Cash Benefit.

"CODE" means the Internal Revenue Code of 1986, as amended from time to time.

"COMPENSATION RATE" means the amount of base salary paid to an employee
(including any amount which is contributed by a Participating Employer pursuant
to a salary reduction agreement and which is not includible in the gross income
of the employee under Code Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b)) from
a Participating Employer or Participating Employers, as the case may be, for
each calendar year prior to his or her Normal Retirement Date plus the sum of
100% of recurring incentive compensation based on sales volume, other than base
salary, as may have been paid to him throughout the calendar year ending on such
December 31, including talent fees received after March 1, 1966, by an Employee
of any broadcasting station or cable system owned by Nationwide Communications
Inc., and excluding any such compensation paid on account of overtime or
designated as Cost-of-Living Adjustment or Supplementary Living Adjustment. In
no event shall bonuses, awards, or any other form of non-recurring compensation
be included in determining an Employee's Compensation Rate.

For calendar years after 1988 and prior to 1994, an Agency Manager's
Compensation Rate shall be calculated as described above, except that the
percentage of recurring compensation considered will be 75%. For calendar years
after 1993, an Agency Manager's Compensation Rate shall be calculated as
described above, except that the percentage of recurring compensation considered
will be 100%, but only to the extent such compensation does not represent
payments or reimbursements for agency business expenses.

"COMPUTATION PERIOD" when used to compute (i) a Break in Service or (ii) a Year
of Service (which is used in determining eligibility and as a basis for
determining Years of Vesting Service prior to the first Plan Year following
December 31, 1988), means the 12 month period beginning

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                                       6
<PAGE>

on an Employee's Date of Hire and each 12 month period beginning on an
anniversary of such Date of Hire.

"COVERED COMPENSATION" means compensation as defined in Sections 415(c)(3) and
414(s) of the Code and Treasury Regulation Section 1.415-2(d)(11)(i), adjusted
as provided in Treasury Regulation Section 1.414(s)-1(c)(4), but excluding (i)
severance pay and other amounts paid following the later of the pay period which
includes the Participant's Date of Termination or the pay period in which
Participant's Date of Termination is posted to the payroll system of the
Participating Employers, (ii) reimbursement for relocation expenses and related
payments, (iii) company car value or subsidy or reimbursement for loss of
company car, (iv) a lump sum payment for vacation days made at severance of
employment or pursuant to an election of the Participant, (v) imputed income,
executive perquisites and benefits paid under any long term performance plan or
long term equity plan, (vi) income imputed to any Participant as a result of the
provision of health or other benefits to a Household Member(s), (vii) any
payment made to an Employee to offset, in whole or part, the tax cost of other
amounts paid by a Participating Employer which are included in the Employee's
income for federal income tax purposes, (viii) any payment of deferred
compensation made prior to an Employee's Severance Date, or (ix) expense
reimbursements or expense allowances; and is the compensation earned for a
calendar year which is taken into account in determining his or her Final
Average Compensation hereunder, as herein determined. Further, for any calendar
year beginning on or after January 1, 1998, Covered Compensation shall also
include the amount, if any, attributable to any benefit provided by a
Participating Employer that is not includible in the gross income of the
employee under Code section 132(f)(4).

Covered Compensation for certain participants, including, but not limited to
City Directors, State Presidents, Case Development Managers, and Salaried
Registered Representatives, be limited so that the portion of Covered
Compensation which results from recurring payments of amounts determined on a
quarterly or more frequent basis which are based on sales volume or other
similar individual efforts pertaining to products offered on behalf of the
Public Employees Benefit Services Corporation (PEBSCO), Financial Horizons
Distributors Agency, Inc., their subsidiaries, and affiliates , shall be
excluded, for Plan Years beginning prior to January 1, 1997, to the extent that
the inclusion of such amounts in the Covered Compensation for such year
increases Covered Compensation above $70,000.

For the purpose of determining a Neckura employee's Covered Compensation,
remuneration, based on the inclusions and exclusions set forth in this Section,
paid to him or her by Neckura shall be deemed to have been paid by the Plan
Sponsor.

For Plan Years beginning on or after January 1, 1989, and before January 1,
1994, the annual compensation of each employee taken into account for
determining all benefits provided under this Plan for any Plan Year shall not
exceed $200,000. This limitation shall be adjusted by the Secretary of the
Treasury at the same time and in the same manner as under Section 415(d) of the
Code, except that the dollar increase in effect on January 1 of any calendar
year is effective for

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<PAGE>

Plan Years beginning in such calendar year and the first adjustment to the
$200,000 limit shall be effective on January 1, 1990. The annual compensation
taken into account was $209,200; $222,220; $228,860; and $235,840 for Plan Years
starting January 1, 1990; January 1, 1991; January 1, 1992; and January 1, 1993,
respectively.

For Plan Years beginning on or after January 1, 1994, and before January 1,
2002, the annual compensation of each employee taken into account for
determining all benefits under this Plan for any Plan Year shall not exceed
$150,000, as adjusted for increases in the cost of living in accordance with
Code Section 401(a)(17)(B). The cost of living adjustment in effect for a
calendar year applies to any period, not in excess of twelve months, over which
compensation is determined beginning in such calendar year. If such a period
over which compensation is determined is not a calendar year, the limitation
described above will be multiplied by a fraction, the numerator of which is the
number of months in such determination period and the denominator of which is
twelve.

For Plan Years beginning on or after January 1, 2002, the annual compensation of
each employee for any Plan Year taken into account for determining any benefit
under this Plan which is determined by taking into account service or
compensation earned on or after such date shall not exceed $200,000, as adjusted
for increases in the cost of living in accordance with Code Section
401(a)(17)(B). The limits on Compensation applicable to grandfathered benefits
determined on or prior to December 31, 2001, shall remain applicable. The cost
of living adjustment in effect for a calendar year applies to any period, not in
excess of twelve months, over which compensation is determined beginning in such
calendar year. If such a period over which compensation is determined is not a
calendar year, the limitation described above will be multiplied by a fraction,
the numerator of which is the number of months in such determination period and
the denominator of which is twelve.

"CSC" means Cooperative Service Company.

"CSC PLAN" means the Farmland Industries, Inc. Employee's Retirement Plan, as in
effect on August 31, 1997.

"DATE OF HIRE" means the date on which an employee's first Hour of Service was
performed, and the first day, following a Severance Date, on which the employee
performs an Hour of Service.

"DEFERRED RETIREMENT DATE" means:

        (a)     for a Participant who continued employment past his or her
                Normal Retirement Date, the first day of the calendar month next
                following a Participant's Severance Date, and

        (b)     for a Participant who is reemployed after his or her Retirement
                Date and whose benefits are suspended pursuant to Section 6.11
                as a result, the first day of the

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                calendar month next following such Participant's Severance Date
                following such suspension of benefits.

"ELIGIBLE TERMINATION" means:

        (a)     a Participant's Termination of Employment after attaining age 55
                and completing 60 Months of Vesting Service; or

        (b)     for Terminations of Employment after January 1, 2002, and as a
                result of an Involuntary Termination due to the elimination of
                an Employee's position, a Participant's Termination of
                Employment after attaining age 52 and completing 60 Months of
                Vesting Service.

"EMPLOYEE" means a person performing services for a Participating Employer,
excluding any such person who is an NADP-NABP-FADP Agent, an Excluded Worker, or
a non-resident alien who receives no earned income (within the meaning of Code
Section 911(d)(2)) from a Participating Employer which constitutes income from
sources within the United States (within the meaning of Code Section 861(a)(3)).

Any United States citizen who is an employee of Neckura, a subsidiary of the
Plan Sponsor, shall be deemed to be an employee of the Plan Sponsor during any
period of service with Neckura during which he is covered under the Social
Security Act under an agreement between the Secretary of the Treasury and the
Plan Sponsor in accordance with Section 3121(l) of the Code.

"EMPLOYEE CONTRIBUTIONS" means contributions to this Plan or any predecessor
plan made by a Participant as a condition of participation or otherwise, other
than rollover contributions of taxable benefits.

"EMPLOYER" means a Participating Employer and any entity which was formerly a
Participating Employer but which has terminated its participation in the Plan.

"ENTRANCE DATE" means the date as of which a Participating Employer joins the
Plan.

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

"EXCESS BENEFIT" means that portion of a Participant's Residual Annuity Benefit
derived from the portion of the benefit formula that applies to the
Participant's Covered Compensation to the extent it exceeds his or her Social
Security Covered Compensation.

"EXCESS COMPENSATION" shall mean, for each Participant on each Payday, the
excess of his or her Covered Compensation earned as an Employee for the Plan
Year, determined as of such Payday, over the Social Security Wage Base for the
Plan Year, reduced by the excess of his or her Covered Compensation earned as an
Employee for the Plan Year, determined as of the

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                                       9
<PAGE>

preceding Payday, over the Social Security Wage Base for the Plan Year.

"EXCLUDED WORKER" means any individual performing services for a Participating
Employer who is classified, at the time such services are being rendered, by
such Participating Employer:

(a)     as retained to work on a discrete project or creative matter;

(b)     as an independent contractor, as evidenced by the Participating
        Employer's failure to withhold taxes from such individual's
        compensation, including, but not limited to, Agents; or

(c)     as a Leased Employee employed by another employer.

An individual's status as an Excluded Worker will not be affected by a later
determination that such an individual was actually an employee of a
Participating Employer.

"FAP BENEFIT" means the benefit described in Section 3.01, reduced, as provided
in Section 3.11, to the extent that a Participant has elected to receive his or
her Contributions with Interest as a lump sum payment.

"FAP ENHANCEMENT" means, in the case of a Participant who is otherwise eligible
for an FAP Benefit, and for whom the present value described in Section 3.12(b)
exceeds the present value described in Section 3.12(a), an annuity benefit
commencing on the first day of the calendar month coincident with or next
following his or her attainment of Normal Retirement Age which is the Actuarial
Equivalent, determined using the Applicable Interest Rate, of the excess, if
any, of the amount described in Section 3.12(b) over the amount described in
Section 3.12(a). This additional benefit shall be treated in the same manner as
an element of an FAP Benefit attributable to Months of Participation Service
accrued after December 31, 2006.

"FARMLAND" means the Farmland Mutual Insurance Company.

"FARMLAND COVERED COMPENSATION" means a Participant's Compensation for the
previous calendar year, divided by the number of months, or fractions thereof,
during which the Compensation was paid. In the case of a Participant who returns
from a leave of absence without pay, the months during such leave when the
Participant received no Compensation shall not be counted for this purpose.

Under certain circumstances, the Plan, in determining a Participant's Final
Average Compensation, may take into account a Wage Base prior to the last day of
the Plan Year in which ends the calendar year on which the Wage Base is based.
The circumstances are where the Participant has a Separation from Service on or
after December 31, but on or before the end of the same Plan Year.

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January 1, 2002


                                       10
<PAGE>


"FARMLAND PLAN" means the Farmland Mutual Insurance Company Employee's
Retirement Plan, as in effect on December 31, 1995.

"FINAL AVERAGE COMPENSATION" means:

         (a)      for purposes of Section 3.01(a), the average of the highest
                  five (5) consecutive Covered Compensations in effect with
                  respect to a Participant during his or her last ten (10) years
                  of Service, or, if he or she has accrued less than five (5)
                  such Covered Compensations, the average of all such Covered
                  Compensations accrued;

         (b)      for purposes of Section 3.01(b), the average of the highest
                  four (4) Farmland Covered Compensations of the Participant's
                  last ten (10) consecutive Farmland Covered Compensations
                  determined as of the end of the calendar year ending
                  coincident with or immediately preceding the Participant's
                  Severance Date, or, if he or she has accrued less than four
                  (4) such Farmland Covered Compensations, the average of all
                  such Covered Compensations accrued;

         (c)      for purposes of Section 3.01(c), the average of the highest
                  three (3) consecutive Nationwide Covered Compensations in
                  effect with respect to a Participant during his or her last
                  ten (10) years of Service or, if he or she has accrued less
                  than three (3) such Nationwide Covered Compensations, the
                  average of all such Nationwide Covered Compensations accrued,
                  provided, however, that for years prior to January 1, 1988,
                  Nationwide Covered Compensations for calendar years after an
                  employee attained Normal Retirement Age were excluded from
                  consideration under this Section; and

         (d)      for purposes of Section 3.01(d), the average of the highest
                  three (3) consecutive Wausau Covered Compensations in effect
                  with respect to a Participant during his or her last ten (10)
                  years of Service determined as of the end of the calendar year
                  ending coincident with or immediately preceding the
                  Participant's Severance Date, or, if he or she has accrued
                  less than three (3) such Wausau Covered Compensations, the
                  average of all such Covered Compensations accrued.

"HOUR OF SERVICE" shall mean each hour for which an employee receives credit for
various purposes of the Plan, as follows:

         (a)      One hour for each hour for which he or she is directly or
                  indirectly paid, or entitled to payment, by a Participating
                  Employer, Non-Participating Employer, or other employer which
                  is a member of a controlled group of corporations (aggregated
                  under Code Section 414(b)) of which a Participating Employer
                  or Non-Participating Employer is also a member, for the
                  performance of duties during the applicable computation period
                  for which his or her Hours Of Service are being determined
                  under the Plan. (These hours shall be credited to the


Nationwide Retirement Plan
January 1, 2002


                                       11
<PAGE>


                  employee for the Computation Period or Periods in which the
                  duties are performed, and shall include hours for which back
                  pay has been either awarded or agreed to by an employer as
                  provided by regulations under ERISA, with no duplication of
                  credit for hours.)

         (b)      One hour for each hour, in addition to the hours in Paragraph
                  (1) above, for which he or she is directly or indirectly paid,
                  or entitled to payment, by a Participating Employer,
                  Non-Participating Employer, or other employer which is a
                  member of a controlled group of corporations (aggregated under
                  Code Section 414(b)) of which a Participating Employer or
                  Non-Participating Employer is also a member, for reasons other
                  than for the performance of duties during the applicable
                  computation periods, such as: paid vacation, holidays, jury
                  duty, sickness, disability, layoff, and similar paid periods
                  of non-working time. (These hours shall be counted in the
                  Computation Period or Periods during which no duties were
                  performed.)

         (c)      The number of normally scheduled work hours for each week
                  during any period he or she is on any leave of absence from
                  work with a Participating Employer, Non-Participating
                  Employer, or other employer which is a member of a controlled
                  group of corporations (aggregated under Code Section 414(b))
                  of which a Participating Employer or Non-Participating
                  Employer is also a member, for military duty with the armed
                  forces of the United States but not to exceed the period
                  required under the law pertaining to veterans reemployment
                  rights; provided, however, if he or she fails to report for
                  work at the end of such leave during which he or she has
                  reemployment rights, no credit shall be given for hours on
                  such leave. (These hours shall be credited in the Computation
                  Period or Periods during which the employee was a member of
                  the armed forces).

         (d)      The number of normally scheduled work hours for each day of
                  any other authorized leave of absence from work with a
                  Participating Employer, Non-Participating Employer, or other
                  employer which is a member of a controlled group of
                  corporations (aggregated under Code Section 414(b)) of which a
                  Participating Employer or Non-Participating Employer is also a
                  member, for which he or she is not compensated. (These hours
                  shall be credited in the Computation Period or Periods during
                  which the employee was on a leave of absence).

         (e)      In the case of each employee who is absent from work for any
                  period:

                  (i)      By reason of the pregnancy of the employee;

                  (ii)     By reason of birth of a child of the employee;

Nationwide Retirement Plan
January 1, 2002

                                       12
<PAGE>

                  (iii)    By reason of the placement of child with the employee
                           in connection with adoption of such child by such
                           employee, or

                  (iv)     For purposes of caring for such child for a period
                           beginning immediately following such birth or
                           placement,

                  then Hours of Service shall include one hour for each hour
                  which otherwise would normally have been credited to the
                  employee but for such absence, but only to a maximum of 501
                  hours, and only for purposes of determining whether the
                  employee had a Break in Service. Such Hours of Service shall
                  be credited to the Computation Period in which the absence
                  from work begins, to the extent necessary to avoid a Break in
                  Service in such Computation Period. Any remaining Hours of
                  Service credited under this Paragraph (5) shall be credited to
                  the next succeeding Computation Period.

         (f)      Each other hour, if any, which must be included in the
                  definition of Hour of Service as determined by under
                  regulations under ERISA prescribed by the Secretary of Labor.

"HOUSEHOLD MEMBER" means any individual, other than a Participant, who receives
coverage under a benefit plan maintained by a Participating Employer or
Non-Participating Employer as a result of the employment of the Participant.

"INSURANCE COMPANY" means Nationwide Life Insurance Company.

"INTEREST" means interest at the rate provided for in the plan to which Employee
Contributions were made for the period up to and including the last day of the
first plan year ending after December 31, 1987. For periods commencing after
that date, Interest means monthly compounded interest on Employee Contributions
received by this Plan or any merged plan on or after that date, and on Employee
Contributions received by any such plans prior to that date with interest
determined as described in the preceding sentence, at the following rates:

  (a)         120 percent of the federal mid-term rate (as in effect under Code
              Section 1274 for the first month of the Plan Year), for the period
              from the later of the first day of the first plan year (of the
              plan to which such contributions were made) commencing after
              December 31, 1987, and the date following the payment of such
              contributions, through the date as of which a determination of
              Interest is being made; and

  (b)         the Applicable Interest Rate for the period from the date as of
              which a determination of Interest is being made through the
              Participant's Normal Retirement Date.

"INTEREST CREDITS" means amounts credited to a Participant's Account Balance
each Payday on or prior to his or her Termination Date, and shall be equal to:

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January 1, 2002


                                       13
<PAGE>

     (a)      for the first Payday following January 1, 2002, the product of a
              factor equal to one plus the Applicable Interest Rate, determined
              as of such Payday, raised to the 11/365th power and reduced by one
              (((1+AIR)[to the power of 11/365])-1), and the Participant's
              Account Balance on January 1, 2002; and

     (b)      for all other Paydays, the product of a factor equal to one plus
              the Applicable Interest Rate, determined as of such Payday, raised
              to the 1/26th power and reduced by one (((1+AIR)[to the power
              of 1/26])-1), and the Participant's Account Balance on the
              immediately preceding Payday.

"INVOLUNTARY TERMINATION" means the termination of the employment relationship
between an Employee and the Participating Employers and Non-Participating
Employers solely as a result of an action taken by one or more of the
Participating Employers or Non-Participating Employers. An Involuntary
Termination occurs only if the employment relationship is terminated on the date
chosen by the Participating Employer(s). If the Employee resigns prior to such
date (irrespective of whether a notice of termination of the Employee's
employment has been received), the termination will be deemed to be voluntary.

"LEASED EMPLOYEE" means any person who is not an employee of the recipient and
who provides services to the recipient if--

         (a)      such services are provided pursuant to an agreement between
                  the recipient and any other person, and

         (b)      such services are

                  (i)      for Plan Years beginning prior to January 1, 1997, of
                           a type historically performed, in the business field
                           of the recipient, by employees, or

                  (ii)     for Plan Years beginning on or after January 1, 1997,
                           performed under primary direction or control by the
                           recipient.

         No person will be considered a Leased Employee if:

         (c)      such person is covered by a money purchase plan providing:

                  (i)      a nonintegrated employer contribution rate of at
                           least 10 percent of compensation, as defined in
                           Section 415(c)(3) of the Code, but including amounts,
                           contributed pursuant to a salary reduction agreement,
                           which are excludable from such person's gross income
                           under Sections 125, 402(a)(8), 402(h) or 403(b) of
                           the Code;

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January 1, 2002


                                       14
<PAGE>

                  (ii)     immediate participation; and

                  (iii)    full and immediate vesting; and

         (d)      Leased Employees (determined without regard to this sentence)
                  do not constitute more than 20 percent of the recipient's
                  non-highly compensated workforce.

"LUMP SUM BENEFIT" means the benefit described in Section 4.12.

"LUMP SUM DATE" means the date as of which a Participant's Available Cash
Benefit or Lump Sum Benefit is valued. The Lump Sum Dates for Available Cash
Benefits are described in Section 4.06. The Lump Sum Dates for Lump Sum Benefits
are the first day of each calendar month.

"MANDATORY CASH OUT BENEFIT" is a benefit payable to a Participant as a lump sum
pursuant to Section 14.09.

"MERGED PLANS 1989" means the West Coast Life Insurance Company Retirement Plan,
the Michigan Life Insurance Company/National Casualty Company Retirement Plan,
the Hickey Mitchell Insurance Agency, Inc. Retirement Plan, and the Gates,
McDonald & Company Retirement Plan.

"MERGED PLANS 1995" means the Farmland Plan and Wausau Plan.

"MODIFIED W-2 COMPENSATION" means the amount of compensation reported on a
Participant's W-2 Wage and Tax Statement for a calendar year, plus the amounts
specified in (a), less the amounts specified in (b):

         (a)      the amount, if any, by which the compensation reported on his
                  or her W-2 Wage and Tax Statement has been reduced by (i) his
                  or her receipt of worker's compensation or state disability
                  income benefits, (ii) social security benefits, or (iii) any
                  amount which is contributed by a Participating Employer
                  pursuant to a salary reduction agreement and which is not
                  includible in the gross income of the employee under Code
                  Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b), and

         (b)      is the portion of such Modified W-2 Compensation, if any,
                  which constitutes (i) severance pay, (ii) reimbursement for
                  relocation expenses, (iii) company car value or subsidy or
                  reimbursement for loss of company car, or (iv) a lump sum
                  payment for vacation days made at severance of employment
                  after January 1, 1986.

"MONTHS OF ACCRUAL SERVICE" means each calendar month, after December 31, 2001,
during which an employee is credited with an Hour of Service. A Participant's
Months of Accrual

Nationwide Retirement Plan
January 1, 2002

                                       15
<PAGE>

Service as of December 31, 2001, or, for Participants who are not employed by a
Participating Employer or Non-Participating Employer on December 31, 2001, on
the first day on or after January 1, 2002, on which a Participant's Months of
Participation Service are recredited under Section 6.06, are equal to his or her
Months of Participation Service on such date.

"MONTHS OF ELIGIBILITY SERVICE" means, for Plan Years beginning on or after
March 1, 1989, each calendar month during which an employee is credited with an
Hour of Service. A Year of Service, earned prior to March 1, 1989, shall be
treated as 12 Months of Eligibility Service for purposes of this Plan. Each
Employee of Gates, McDonald & Company; Gates, McDonald & Company of New York;
BPC Risk Management Services, Inc.; Michigan Life Insurance Company; West Coast
Life Insurance Company; Hickey-Mitchell Insurance Agency, Inc.; and National
Casualty Company, Inc., who had an Hour of Service on or after January 1, 1990,
shall be credited with 12 Months of Eligibility Service for each Year of Service
which he or she had accrued under the Merged Plans 1989. Each employee of
Farmland or Wausau who was credited with an Hour of Service on December 31,
1995, shall be credited with one (1) Month of Eligibility Service for each month
in which he or she accrued Vesting Service under either of the Merged Plans
1995. Each employee of CSC who was credited with an Hour of Service on August
31, 1997, shall be credited with one (1) Month of Eligibility Service for each
month in which he or she accrued Vesting Service under the CSC Plan.

Notwithstanding any other provision of this Plan, under no circumstance may an
employee be credited with more than one Month of Eligibility Service for any
calendar month.

"MONTHS OF FARMLAND PARTICIPATION SERVICE" means the sum, multiplied by twelve
(12), of the years and monthly fractions of years of a Participant's employment
with:

         (a)      Farmland during which the Participant made contributions to
                  the Farmland Plan, determined as of December 31, 1995,

         (b)      CSC during which the Participant made contributions to the CSC
                  Plan, determined as of August 31, 1997.

"MONTHS OF PARTICIPATION SERVICE" means the service credited to a Participant
for the purpose of determining his or her Accrued Benefit, where

         (a)      each Participant shall be credited with a Month of
                  Participation Service for each calendar month after December
                  31, 1995, during which he or she is credited with an Hour of
                  Service as an Employee;

         (b)      each employee of Wausau who has a date of hire on or after
                  January 1, 1995, and prior to December 31, 1995, and who
                  becomes a Participant in this Plan shall be credited with one
                  (1) Month of Participation Service for each month between
                  January 1, 1996, and the first anniversary of his or

Nationwide Retirement Plan
January 1, 2002


                                       16
<PAGE>

                  her Date of Hire, during which he or she is credited with an
                  Hour of Service.

Notwithstanding any other provision of this Plan, under no circumstance may an
employee be credited with more than one Month of Participation Service, Month of
Farmland Participation Service, Month of Nationwide Participation Service, Month
of Wausau Participation Service, or any combination thereof, for any calendar
month. The provisions of Section 6.03 concerning the crediting of Months of
Participation Service shall supersede this definition with respect to
Participants described in that section.

"MONTHS OF NATIONWIDE PARTICIPATION SERVICE" means Months of Benefit Service of
a Participant under this Plan as of December 31, 1995.

"MONTHS OF WAUSAU PARTICIPATION SERVICE" means the service of a Participant
under the Wausau Plan, determined as of December 31, 1995, credited at the rate
of one (1) month for each calendar month in which at least one (1) Hour of
Service is accrued, beginning with the month in which the Participant's Date of
Hire occurred and ending with the calendar month in which the Participant's
Severance Date occurs, or the Participant otherwise terminates participation in
the Plan.

"MONTHS OF VESTING SERVICE" means each calendar month during which an employee
is credited, under this Plan, with an Hour of Service. A Year of Service earned
under this Plan, prior to March 1, 1989, shall be treated as 12 Months of
Vesting Service for purposes of the Plan. Each Employee of Gates, McDonald &
Company; Gates, McDonald & Company of New York; BPC Risk Management Services,
Inc.; Michigan Life Insurance Company, West Coast Life Insurance Company;
Hickey-Mitchell Insurance Agency, Inc.; and National Casualty Company, Inc., who
had an Hour of Service on or after January 1, 1990, shall be credited with 12
Months of Vesting Service for each Year of Service which he or she had accrued
under the Merged Plans 1989. Each Participant in the Merged Plans 1995 who
accrued a Month of Participation Service during December 1995 shall be credited
with one (1) Month of Vesting Service for each month in which he or she accrued
Vesting Service under either of the Merged Plans 1995. Each employee of CSC who
was a Participant in the CSC Plan and who was credited with an Hour of Service
on August 31, 1997, shall be credited with one (1) Month of Vesting Service
under this Plan for each month in which he or she accrued Vesting Service under
the CSC Plan.

Notwithstanding any other provision of this Plan, under no circumstance may an
employee be credited with more than one Month of Vesting Service for any
calendar month. The provisions of Section 6.03 concerning the crediting of
Months of Vesting Service shall supersede this definition with respect to
Participants described in that section.

"NADP-NBAP-FADP AGENT" means an individual who is a participant in, or a staff
member of any participant in, any new agents' development plan maintained by one
or more of the

Nationwide Retirement Plan
January 1, 2002

                                       17
<PAGE>

Participating Employers or Non-Participating Employers.

"NATIONWIDE COVERED COMPENSATION" means the compensation earned by a Participant
for a calendar year which is taken into account in determining his or her Final
Average Compensation hereunder, as herein determined.

The Covered Compensation of a District Sales Manager, Agency Manager, and
certain Sales-Financial Services employees for any calendar year shall be his or
her Compensation Rate for that year. The affected Sales-Financial Services
employees are:

         (a)      the National Sales Manager-Wholesaler, the National Sales
                  Manager-Pensions, Regional Sales Managers-Wholesaler, Regional
                  Sales Managers-Pensions, Pension Sales Representatives,
                  Regional Pension Consultants, Life Sales Specialists, Regional
                  Life Consultants;

         (b)      Nationwide Retirement Solutions, Inc. President and Regional
                  Vice Presidents; and

         (c)      Nationwide Retirement Solutions, Inc. Vice President-Affiliate
                  Relations, Vice President-Sales, Vice President-Sales
                  Operations, Affiliate Relations Manager, Communications
                  Manager, Director-Education and Training, Member Services
                  Manager, Regional Sales Managers, and Valuebuilder Investment
                  Professional.

An Agency Representative's Covered Compensation for any calendar year shall be
his or her Compensation Rate for that year or his or her Covered Compensation
for the last full calendar year of his or her service prior to the date he or
she became an Agency Representative, whichever is greater, but not more than his
or her Modified W-2 Compensation for that year.

The Covered Compensation of each other Participant for any calendar year shall
be as follows:

         For any calendar year before 1978--his or her Compensation Rate for
         that year.

         For each of calendar years 1978, 1979 and 1980--his or her Compensation
         Rate or Modified W-2 Compensation for that year, whichever is greater.

         For any calendar year after 1980 and prior to 1996--his or her Modified
         W-2 Compensation for that year.

         For any calendar year after 1995--his or her Covered Compensation for
         that year.

Certain participants, including, but not limited to, City Directors, State
Presidents, Case Development Managers, and Salaried Registered Representatives,
shall have a Covered Compensation for any calendar year equal to Modified W-2
Compensation for such year, except

Nationwide Retirement Plan
January 1, 2002


                                       18
<PAGE>

that such portion of Modified W-2 Compensation which results from recurring
payments of amounts determined on a quarterly or more frequent basis which are
based on sales volume or other similar individual efforts pertaining to products
offered on behalf of the PEBSCO, Financial Horizons Distributors Agency, Inc.,
their subsidiaries, and affiliates, shall be excluded to the extent that their
inclusion in the Modified W-2 Compensation for such year increases Modified W-2
Compensation above $60,000, for years prior to January 1, 1989, and $70,000 for
years beginning on or after January 1, 1989 and prior to January 1, 1997.

For the purpose of determining a Neckura employee's Covered Compensation,
remuneration, based on the inclusions and exclusions set forth in this Section,
paid to him or her by Neckura shall be deemed to have been paid by the Plan
Sponsor.

For Plan Years beginning on or after January 1, 1989, and before January 1,
1994, the annual compensation of each employee taken into account for
determining all benefits provided under this Plan for any Plan Year shall not
exceed $200,000. This limitation shall be adjusted by the Secretary of the
Treasury at the same time and in the same manner as under Section 415(d) of the
Code, except that the dollar increase in effect on January 1 of any calendar
year is effective for Plan Years beginning in such calendar year and the first
adjustment to the $200,000 limit shall be effective on January 1, 1990. The
annual compensation taken into account was $209,200, $222,220, $228,860 and
$235,840 for Plan Years starting January 1, 1990; January 1, 1991; January 1,
1992; and January 1, 1993, respectively.

For Plan Years beginning on or after January 1, 1994, and before January 1,
2002, the annual compensation of each employee taken into account for
determining all benefits under this Plan for any Plan Year shall not exceed
$150,000, as adjusted for increases in the cost of living in accordance with
Code Section 401(a)(17)(B). The cost of living adjustment in effect for a
calendar year applies to any period, not in excess of twelve months, over which
compensation is determined beginning in such calendar year. If such a period
over which compensation is determined is not a calendar year, the limitation
described above will be multiplied by a fraction, the numerator of which is the
number of months in such determination period and the denominator of which is
twelve.

For Plan Years beginning on or after January 1, 2002, the annual compensation of
each employee for any Plan Year taken into account for determining any benefit
under this Plan which is determined by taking into account service or
compensation earned on or after such date shall not exceed $200,000, as adjusted
for increases in the cost of living in accordance with Code Section
401(a)(17)(B). The limits on Compensation applicable to grandfathered benefits
determined on or prior to December 31, 2001, shall remain applicable. The cost
of living adjustment in effect for a calendar year applies to any period, not in
excess of twelve months, over which compensation is determined beginning in such
calendar year. If such a period over which compensation is determined is not a
calendar year, the limitation described above will be multiplied by a fraction,
the numerator of which is the number of months in such determination period and
the denominator of which is twelve.

Nationwide Retirement Plan
January 1, 2002


                                       19
<PAGE>

"NON-PARTICIPATING EMPLOYER" means any subsidiary or affiliate of any
Participating Employer, provided that such entity is not a Participating
Employer hereunder.

"NORMAL RETIREMENT AGE" means:

  (a)    for any Participant whose final Severance Date or Termination of
         Employment occurred after February 28, 1989, and before January 1,
         1994, Social Security Retirement Age, and

  (b)    for all other Participants, age sixty-five (65).

"NORMAL RETIREMENT DATE" means, for each Participant who accrued his or her
first Hour of Service before April 1, 1999, the first day of the calendar month
coincident with or next following the later of:

         (a)      the fifth anniversary of the first day of the calendar month
                  in which the Participant first accrued an Hour of Service, or

         (b)      the date on which the Participant attains age 65.

For all other Participants, Normal Retirement Date means the first day of the
calendar month coincident with or next following the later of:

         (c)      the fifth anniversary of the first day of the calendar month
                  in which the Participant accrued his or her first Month of
                  Participation Service, or

         (d)      the date on which the Participant attains age 65.

"ONE YEAR BREAK-IN-SERVICE" means a period of twelve consecutive months in which
the Participant fails to have any Service starting with his or her Severance
Date.

"PARTICIPANT" means an Employee or former Employee who has met the eligibility
requirements of Article II and who may become eligible to receive, or who is
receiving benefits under the Plan.

"PARTICIPATING EMPLOYER" shall mean Nationwide Mutual Insurance Company,
Nationwide Mutual Fire Insurance Company, Farmland Mutual Insurance Company, or
any of their subsidiaries or affiliates whose Board of Directors has duly
adopted a resolution adopting this Plan for its Employees. Corporations, other
than Non-Participating Employers, desiring to adopt the Plan for their employees
must receive the consent of the Benefits Committee to join the Plan.

"PAY CREDITS" means amounts credited to a Participant's Account Balance each
Payday, based on his or her Covered Compensation paid on such Payday and paid
for periods he or she was an

Nationwide Retirement Plan
January 1, 2002


                                       20
<PAGE>

Employee of a Participating Employer. The Pay Credits shall be equal to the
following percentages of Covered Compensation:
<TABLE>
<CAPTION>

          MONTHS OF ACCRUAL SERVICE AS OF    PERCENTAGE OF COVERED COMPENSATION   PERCENTAGE OF EXCESS COMPENSATION
              END OF PRIOR PLAN YEAR                  PAID ON A PAYDAY                     PAID ON A PAYDAY
<S>                                                       <C>                                  <C>
                   Fewer than 36                             3%                                   3%
                     36 to 107                               4%                                   4%
                    108 to 179                               5%                                   4%
                    180 or More                              6%                                   4%
</TABLE>

"PAYDAY" means the Friday following the end of each pay period of the Plan
Sponsor, irrespective of the day on which employees are paid for such period.

"PLAN" shall mean this Plan, the Nationwide Retirement Plan;

"PLAN ADMINISTRATOR" shall mean the Administrative Committee as defined in
Article XII of this Plan.

"PLAN SPONSOR" means the Nationwide Mutual Insurance Company.

"PLAN YEAR" means, for periods prior to January 1, 1990, each period of 12
consecutive calendar months commencing on March 1, 1946 and on each March 1
thereafter. The period March 1, 1989, through December 31, 1989, shall be a Plan
Year. For years after December 31, 1989, Plan Year means the calendar year.

"REQUIRED BEGINNING DATE" shall be March 1 of the calendar year following the
later of:

         (a)      the calendar year in which the Participant attains age 70 1/2,
                  or

         (b)      the calendar year in which the Participant's Severance Date
                  occurs.

"RESIDUAL ACCOUNT BALANCE BENEFIT" means:

         (a)      for each Participant who has received, or has elected to
                  receive, a distribution of his or her Available Cash Benefit
                  or his or her ACB Annuity, the annuity determined as of the
                  Lump Sum Date, commencing on the first day of the calendar
                  month coincident with or next following the date the
                  Participant attains his or her Normal Retirement Age, that
                  would be the Actuarial Equivalent, determined utilizing the
                  Applicable Interest Rate on the Participant's Lump Sum Date,
                  adjusted as provided in Section 14.09, of the present value of
                  his or her Account Balance Benefit, determined as provided in
                  Section 3.12(b), reduced by

Nationwide Retirement Plan
January 1, 2002


                                       21
<PAGE>

                  the Available Cash Benefit; or

         (b)      for each Participant who does not elect to receive either his
                  or her Available Cash Benefit or his or her ACB Annuity, his
                  or her Account Balance Benefit.

The benefit described in (a) will include a variable annuity, as described in
Article VII, equal to the variable annuity, if any, included in the
Participant's Residual FAP Benefit. The remainder of the Participant's Residual
Account Balance Benefit shall be a fixed annuity, the present value of which,
determined as provided in Section 3.12(b), will be equal to present value of his
or her Account Balance Benefit, determined as provided in Section 3.12(b),
reduced by the Available Cash Benefit, and further reduced by the present value,
determined as provided above, of the variable annuity described in the preceding
sentence.

"RESIDUAL ANNUITY BENEFIT" means, for each Participant, the greater of:

         (a)      his or her Residual FAP Benefit, adjusted as provided in
                  Section 3.04 as of the date elected for the commencement of
                  benefits, or

         (b)      his or her Residual Account Balance Benefit, adjusted as
                  provided in Section 3.04 as of such date.

"RESIDUAL FAP BENEFIT" means:

         (a)      For each Participant who has received, or has elected to
                  receive, a distribution of his or her Available Cash Benefit
                  or his or her ACB Annuity, the annuity determined as of the
                  Lump Sum Date, commencing on the first day of the calendar
                  month coincident with or next following the date the
                  Participant attains his or her Normal Retirement Age, that is
                  equal to his or her FAP Benefit, if any, plus his or her FAP
                  Enhancement, if any, reduced, but not below zero, by the
                  annuity equivalent of his or her Available Cash Benefit.
                  The Participant's FAP Benefit and FAP Enhancement are reduced,
                  as described in the preceding sentence, by offsetting the
                  Available Cash Benefit against the present values of the
                  elements of the FAP Benefit as determined under Section
                  3.12(a)(ii), and the present value of the FAP Enhancement,
                  determined using the calculation methodology set forth in
                  Section 3.12(a)(ii), in the following order:

                  (iv)     the element of his or her FAP Benefit, attributable
                           to Months of Nationwide Participation Service;

                  (v)      the element of his or her FAP Benefit attributable to
                           Months of Farmland Participation Service;

                  (vi)     the element of his or her FAP Benefit attributable to
                           Months of Wausau

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                                       22
<PAGE>

                           Participation Service;

                  (vii)    the element of his or her FAP Benefit attributable to
                           Months of Participation Service accrued prior to
                           January 1, 2007;

                  (viii)   the element of his or her FAP Benefit attributable to
                           Months of Participation Service accrued after
                           December 31, 2006; and

                  (ix)     the FAP Enhancement.

                  The portion of any element that is not offset by the Available
                  Cash Benefit and all remaining elements and the FAP
                  Enhancement, if any, shall be reconverted to annuities,
                  commencing on Participant's Lump Sum Date, by dividing each
                  remaining element by the factor that such annuity element was
                  multiplied by, under Section 3.12(a)(ii) in order to determine
                  the present value of such element, applying the factor for the
                  element described in (viii) to the FAP Enhancement. These
                  remaining annuity elements are divided by the appropriate
                  factors from Section 3.04 to determine the annuity benefit
                  payable at Normal Retirement Age. The amount determined in the
                  preceding sentence is increased by the annuity benefit
                  commencing on the first day of the calendar month coincident
                  with or next following his or her attainment of Normal
                  Retirement Age which is the Actuarial Equivalent, determined
                  using the Applicable Interest Rate, of the excess, if any, of:

                  (x)      the present value of the Participant's FAP Benefit as
                           determined under Section 3.12(a)(i), plus present
                           value of the Participant's FAP Enhancement, if any,
                           determined as provided in Section 14.09, reduced by
                           the Available Cash Benefit, over

                  (xi)     the present value determined utilizing the Applicable
                           Interest Rate adjusted as provided in Section 14.09,
                           of the benefit determined in the preceding sentence.

                  This additional benefit shall be treated in the same manner as
                  the element of the FAP Benefit, if any, attributable to Months
                  of Participation Service accrued after December 31, 2006.

         (b) For each Participant who does not elect to receive either his or
         her Available Cash Benefit or his or her ACB Annuity, his or her FAP
         Benefit, if any, plus his or her FAP Enhancement, if any.

"RETIREMENT DATE" means the first day of the calendar month in which a
Participant's annuity actually commences under the Plan. Such date shall not be
earlier than:


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                                       23
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         (a)      the first day of the first calendar month next following the
                  Participant's Severance Date; or

         (b)      the Participant's Required Beginning Date,

whichever occurs first.

"SERVICE" means all time periods commencing with an employee's initial Date of
Hire, and any subsequent Date of Hire, and ending on the Severance Date
following each such Date of Hire.

Service includes all periods of employment during which the Employee is absent
for maternity or paternity reasons. For purposes of this paragraph, an absence
from work for maternity or paternity reasons means an absence (1) by reason of
the pregnancy of the individual, (2) by reason of the birth of a child of the
individual, (3) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or (4) for
purposes of caring for such child for a period beginning immediately following
such birth or placement.

Service shall also include any period worked by any temporary or leased worker
required under Code Section 414(n) to be considered an employee of any employer
that is a member of a controlled group of corporations (aggregated under Code
Section 414(b)), of which a Participating Employer or Non-Participating Employer
is also a member.

"SEVERANCE DATE" means the date on which an employee's employment with all
Participating Employers and Non-Participating Employers ends as a result of the
resignation, retirement, discharge, or death of the employee or the termination
of the Plan with respect to any Participating Employer, provided, however, that
the specific rules of Section 6.03 for determining the Severance Date of a
Participant described in that Section shall supersede this definition to the
extent applicable.

"SOCIAL SECURITY COVERED COMPENSATION" means the average (without indexing) of
the taxable wage bases in effect for each calendar year during the 35 year
period ending with the last day of the calendar year in which the Participant
attains (or will attain) Social Security Retirement Age. Such amount shall be
calculated on the earlier of the date the Participant attains Social Security
Retirement Age or the Participant's Severance Date. A 35 year period is used for
all individuals regardless of the year of birth of the Participant. In
determining a Participant's Social Security Covered Compensation for a Plan
Year, the taxable wage base for all calendar years beginning after the first day
of such Plan Year is assumed to be the same as the taxable wage base in effect
as of the beginning of the Plan Year. A Participant's Social Security Covered
Compensation for a Plan Year beginning after the 35 year period described in
this paragraph is the Participant's Social Security Covered Compensation during
which the such 35 year period ends. A Participant's Social Security Covered
Compensation for a Plan Year beginning prior to the end of the 35 year period is
the taxable wage base in effect as of the beginning of the Plan Year. For

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                                       24
<PAGE>

purposes of determining the amount of a Participant's Social Security Covered
Compensation, the Plan will use tables, provided by the Commissioner of Internal
Revenue.

"SOCIAL SECURITY RETIREMENT AGE" means

         (a)      age sixty-five (65) for Participants born before January 1,
                  1938,

         (b)      age sixty-six (66) for Participants born after December 31,
                  1937 but before January 1, 1955, and

         (c)      age sixty-seven (67) for Participants born after December 31,
                  1954.

"SOCIAL SECURITY WAGE BASE" means, for each Plan Year, an amount equal to the
maximum amount of wages subject to the old age, survivors and disability
insurance tax described in Section 3101(a) of the Code for the calendar year in
which such Plan Year begins.

"TERMINATION DATE" means the Payday following the Participant's Severance Date.

"TERMINATION OF EMPLOYMENT" means the severance of the employer-employee
relationship between an employee and the Employers (and all other entities whose
employees and those of an Employer are treated as employed by a single employer
under the provisions of Section 414 of the Code), other than a severance on
account of death; disability as described in Section 6.03; or one that is
occasioned by the employee's transfer to the status of an Agent or to the employ
of a Non-Participating Employer, in accordance with Section 6.04. Termination of
Employment of a Participant so disabled or transferred shall be determined in
accordance with Sections 6.03 and 6.04, respectively.

 "WAUSAU" means EMPLOYERS INSURANCE OF WAUSAU A Mutual Company, and its
subsidiaries.

 "WAUSAU PLAN" means the Wausau Insurance Companies Pension Plan, as in effect
on December 31, 1995.

 "WAUSAU COVERED COMPENSATION" means:

         (a)      In the case of a salaried Participant, the Annual Earnings for
                  the calendar year divided by twelve (12); or

         (b)      In the case of an hourly paid Participant, the Annual Earnings
                  for the calendar year divided by the number of months the
                  Participant:

                  (i)      actually received compensation; and/or

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                                       25
<PAGE>


                  (ii)     was deemed to have received compensation as a result
                           of a leave of absence.

"YEAR OF SERVICE" means a Computation Period during which an employee completes
at least 1,000 Hours of Service.

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                                   ARTICLE II

                                   Eligibility

2.01     Each Employee who was a Participant in the Plan immediately prior to
         March 1, 1976, and each former Employee who was a Participant in the
         Plan immediately prior to March 1, 1976, and who on that date was in
         the employ of a Non-Participating Employer or who was accruing benefits
         under the Plan in accordance with Section 6.03, will continue to be a
         Participant; and Employees who would have become Participants in the
         Plan on March 1, 1976, under the terms of the Plan as constituted
         immediately prior to March 1, 1976 will become Participants on March 1,
         1976.

2.02     For the period beginning March 1, 1976, and ending prior to March 1,
         1985, an Employee will become a Participant on the March 1 or September
         1, which coincides with or next follows the later of:

         (a)      the Entrance Date of his or her Participating Employer, and

         (b)      the date he or she attains his or her 25th birthday and
                  completes 1 Year of Service,

         provided he or she was hired before the first day of the calendar month
         coinciding with or next following his or her 60th birthday, subject to
         the provisions of Sections 6.05 and 6.06 regarding rehire.

         Anything in the Plan to the contrary notwithstanding, each Participant
         described in the first sentence of this Section 2.02 whose Severance
         Date had not occurred prior to January 1, 1991, shall be credited with
         additional Months of Nationwide Participation Service hereunder equal
         to the additional Months of Nationwide Participation Service that would
         have been credited to such Participant, if any, had the age set forth
         in (b), above, been 21 rather than 25.

2.03     For the period beginning March 1, 1985, and ending prior to March 1,
         1989, an Employee will become a Participant on the March 1 or September
         1, which coincides with or next follows the later of:

         (a)      the Entrance Date of his or her Participating Employer, and

         (b)      the date he or she attains his or her 21st birthday and
                  completes 1 Year of Service, subject to the provisions of
                  Sections 6.05 and 6.06 regarding rehire.

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<PAGE>


2.04     For the period beginning March 1, 1989, and ending on or before
         December 31, 1995, each Employee will become a Participant on the
         January 1, April 1, July 1, or October 1, which coincides with or next
         follows the later of:

         (a)      the Entrance Date of his or her Participating Employer, and

         (b)      the date he or she attains his or her 21st birthday and
                  completes 12 Months of Eligibility Service,

         subject to the provisions of Section 6.06 regarding rehire.

2.05     Each employee of Gates, McDonald & Company; Gates, McDonald & Company
         of New York; BPC Risk Management Services, Inc.; Michigan Life
         Insurance Company; West Coast Life Insurance Company; Hickey-Mitchell
         Insurance Agency, Inc.; and National Casualty Company, Inc., who was a
         Participant in the Merged Plans 1989 on December 31, 1989, shall become
         a Participant in this Plan on January 1, 1990. All Years of Service
         with Gates, McDonald & Company; Gates, McDonald & Company of New York;
         BPC Risk Management Services, Inc., Michigan Life Insurance Company;
         West Coast Life Insurance Company; Hickey-Mitchell Insurance Agency,
         Inc., and National Casualty Company, Inc., will be credited as Years of
         Service in this Plan.

         Each Employee of Colonial Insurance Company of California who, on
         September 1, 1980, met the service and age requirements for
         participation set forth in Section 2.02, shall become a Participant
         hereunder on such date.

         Each Employee of Public Employees Benefits Services Corporation
         (PEBSCO) as of May 17, 1982, who was subsequently transferred to the
         employ of Nationwide Life Insurance Company and who remained
         continuously employed by the Participating Employers until July 9,
         1985, shall, if he or she had completed at least one Year of Service
         and had attained his or her 25th birthday by May 17, 1982, and who had
         not attained his or her 60th birthday when hired by PEBSCO, shall
         become a Participant hereunder as of May 1, 1982. Each other salaried
         employee of PEBSCO shall become a Participant in accordance with normal
         rules of the Plan, although all service with such Participating
         Employer, whether as an hourly or salaried basis, shall be considered
         as employment with a Participating Employer for purposes of eligibility
         hereunder.

         Any employee of Financial Horizons Distributors Agency, Inc., who was
         employed by Landmark Financial Services, Inc., on April 30, 1991, shall
         be treated as if employment with Landmark Financial Services, Inc.,
         were employment with a Participating Employer from the later of January
         15, 1986, or the most recent Date of Hire by Landmark Financial
         Services, Inc., for the purpose of determining eligibility hereunder.

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<PAGE>


2.06     For Plan Years beginning on or after January 1, 1996, and prior to
         January 1, 1997, each Employee will become a Participant on the January
         1, April 1, July 1, or October 1, which coincides with or next follows
         the latest of:

         (a)      the Entrance Date of his or her Participating Employer;

         (b)      for an Employee whose customary rate of employment is at least
                  one thousand (1000) Hours of Service per year, the latest of
                  the date he or she attains age 21, the first anniversary of
                  his or her Date of Hire, or the date he or she completes 12
                  Months of Eligibility Service; and

         (c)      for an Employee whose customary rate of employment is less
                  than one thousand (1000) Hours of Service per year, but who
                  actually has one thousand (1000) or more Hours of Service
                  during the twelve (12) month period following his or her Date
                  of Hire or any anniversary thereof, the latest of the
                  completion of such twelve (12) month period, attainment of age
                  21 or the first anniversary of his or her Date of Hire;

         subject to the provisions of Sections 6.06 and 6.07 regarding rehire,
         provided, however, that an Employee of Wausau whose Date of Hire
         occurred prior to January 1, 1996, shall become a Participant on the
         first day of the calendar month next following his or her completion of
         twelve (12) Months of Eligibility Service.

2.07     For any Plan Year beginning on or after January 1, 1997, each Employee
         of a Participating Employer will become a Participant on the first day
         of the calendar month which next follows the latest of:

         (a)      the Entrance Date of his or her Participating Employer;

         (b)      for Employees whose customary rate of employment is at least
                  one thousand (1000) Hours of Service per year, the date he or
                  she completes twelve (12) Months of Eligibility Service; and

         (c)      for an Employee whose customary rate of employment is less
                  than one thousand (1000) Hours of Service per year, but who
                  actually has one thousand (1000) or more Hours of Service
                  during the twelve (12) month period following his or her Date
                  of Hire or any anniversary thereof, the first of the month
                  following the completion of such twelve (12) month period;

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                                       29
<PAGE>

         subject to the provisions of Sections 6.06 and 6.07 regarding rehire,
         provided, however, that in the event the Severance Date of an Employee
         of a Participating Employer occurs after the latest of the dates
         described in Subsections (a), (b), or (c) above, and prior to the time
         such Employee becomes a Participant, such Employee shall become a
         Participant on the first day of the first calendar month coincident
         with or next following his or her next Date of Hire, subject to the
         provisions of Sections 6.06 and 6.07.

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                                       30
<PAGE>


                                   ARTICLE III

                                 Benefit Amounts

3.01     FAP BENEFIT

         A Participant's FAP Benefit is the amount of annuity accrued to a
         Participant's credit under this Section of the Plan as of any date of
         determination on or after March 1, 1976. A Participant's FAP Benefit
         shall never be less than the highest benefit for which the Participant
         was eligible under this Plan and each of the Merged Plans 1995 on
         December 31, 1995, or under the CSC Plan on August 31, 1997. A
         Participant who accrues his or her first Month of Vesting Service on or
         after January 1, 2002, shall have no FAP Benefit. The FAP Benefit for
         each other Participant shall be the total of (a), (b), (c) and (d):

         (a)      an annual amount equal to the product of (i) and (ii) plus the
                  product of (i) and (iii):

                  (i)      the Participant's number of Months of Participation
                           Service, converted to years, prior to the date of
                           determination, to a maximum of the lesser of

                           (A)      35 years, or

                           (B)      35 years reduced, but not below zero (0), by
                                    the sum of the Participant's Months of
                                    Farmland Participation Service, Months of
                                    Nationwide Participation Service, and Months
                                    of Wausau Participation Service, each
                                    converted to years;

                  (ii)     one and a quarter percent (1.25%) of his or her Final
                           Average Compensation on the date of determination;
                           and

                  (iii)    one half of one percent (.5%) of his or her Final
                           Average Compensation in excess of his or her Social
                           Security Covered Compensation;

         (b)      an annual amount equal to the product of (i) and (ii):

                  (i)      the Participant's number of Months of Farmland
                           Participation Service, converted to years, prior to
                           the date of determination; and

                  (ii)     one and three quarters percent (1.75%) of his or her
                           Final Average Compensation on the date of
                           determination;

         (c)      an annual amount equal to the product of (i) and (ii), plus
                  the product of (i) and

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January 1, 2002


                                       31
<PAGE>

                  (iii), plus the product of (iv) and (v):

                  (i)      the Participant's number of Months of Nationwide
                           Participation Service, converted to years, prior to
                           the date of determination, to a maximum of 35 years,

                  (ii)     one and a quarter percent (1.25%) of his or her Final
                           Average Compensation on the date of determination,

                  (iii)    one half of one percent (.5%) of that portion of his
                           or her Final Average Compensation which is in excess
                           of his or her Social Security Covered Compensation,

                  (iv)     the Participant's number of Months of Nationwide
                           Participation Service, in excess of 420 but less than
                           or equal to 480, converted to years, prior to the
                           date of determination,

                  (v)      one and sixty-six hundredths percent (1.66%) of his
                           or her Final Average Compensation on the date of
                           determination; and

         (d)      an annual amount equal to the product of (i) and (ii) plus the
                  product of (i) and (iii), reduced by (iv):

                  (i)      the Participant's number of Months of Wausau
                           Participation Service, converted to years, prior to
                           the date of determination, to a maximum of 35 years;

                  (ii)     one and a quarter percent (1.25%) of his or her Final
                           Average Compensation on the date of determination;

                  (iii)    one half of one percent (.5%) of his or her Final
                           Average Compensation in excess of his or her Social
                           Security Covered Compensation; and

                  (iv)     the annual benefits (regardless of the manner of
                           payment) which are:

                           (A)      based on service for which the Participant
                                    receives Months of Wausau Participation
                                    Service under this Plan; and

                           (B)      payable to such Participant upon retirement
                                    under any other defined benefit plan or
                                    plans qualified under Code Section 401(a),
                                    which are, or were previously, maintained or
                                    contributed to by Wausau, determined as if
                                    such benefit were payable in the form of an
                                    annuity for the life of the Participant.


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(e)               Notwithstanding any other provision of this Plan, the FAP
                  Benefit of any Participant who has a Severance Date, a gap in
                  employment with all Participating Employers and
                  Non-Participating Employers of at least one day, and a Date of
                  Hire following the Severance Date and on or after January 1,
                  2002, shall not exceed the Participant's FAP Benefit
                  determined as of his or her Severance Date preceding his or
                  her first Date of Hire following January 1, 2002.

3.02     ACCOUNT BALANCE

         An Account Balance shall be determined for each Participant who
         satisfies the eligibility requirements of Article II and accrues a
         Month of Accrual Service on or after January 1, 2002.

(a)      Initial Account Balance

         (i)      The initial Account Balance, determined as of December 31,
                  2001, for each Participant as of December 31, 2001, who
                  accrues a Month of Participation Service for both December
                  2001 and January 2002, shall be equal to the present value,
                  determined:

                  (A)      without regard to pre-retirement mortality,

                  (B)      as if his or her date of birth was the first day of
                           the month coincident with or next following his or
                           her actual date of birth, and

                  (C)      as if he or she attains Normal Retirement Age on the
                           sixty-fifth anniversary of the date described in (B),

                  of the Participant's Accrued Benefit, if any, on December 31,
                  2001, determined based on the Applicable Interest Rate,
                  adjusted as provided in Section 14.09, on December 31, 2001.

         (ii)     The initial Account Balance, determined as of December 31,
                  2001, for each Participant as of December 31, 2001, who is not
                  described in Section 3.02(a)(i), but who was an employee of a
                  Participating Employer or Non-Participating Employer on both
                  December 31, 2001, and January 1, 2002, shall be determined as
                  provided in Section 3.02(a)(i).

         (iii)    Except as provided in Section 6.11, the initial Account
                  Balance for each Participant as of December 31, 2001, who is
                  not described in Section 3.01(a)(ii) and who does not accrue a
                  Month of Participation Service for


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                                       33
<PAGE>

                  both December 2001 and January 2002, determined as of the
                  later of the date such Participant's Months of Participation
                  Service are recredited pursuant to Section 6.06, or the date
                  such Participant again becomes an Employee, shall be equal to
                  the present value of the Participant's Accrued Benefit on such
                  date, determined based on the Applicable Interest Rate on such
                  date adjusted as provided in Section 14.09, plus, the total of
                  the Pay Credits such Participant would have accrued as of that
                  date, if he or she had received Pay Credits, determined under
                  the terms of this Section, for Paydays occurring after the
                  later of his or her most recent Date of Hire or January 1,
                  2002, with respect to Covered Compensation paid on such
                  Paydays while he or she was an Employee of a Participating
                  Employer.

         (iv)     The initial Account Balance for any other Employee who becomes
                  a Participant in the Plan, determined as of the date such
                  Employee's participation commences, shall be equal to the
                  total of the Pay Credits the Employee would have accrued as of
                  that date, if he or she had received Pay Credits, determined
                  under the terms of this Section, for Paydays occurring after
                  the later of his or her most recent Date of Hire or January 1,
                  2002, with respect to Covered Compensation paid on such
                  Paydays while he or she was an Employee of a Participating
                  Employer.

         For purposes of determining the initial Account Balance of any
         Participant, the adjustments described in Article VII, to the extent
         applicable, shall be treated as if they commence on the first day of
         the month following the later of the date of the calculation or the
         date described in (a)(i)(C) above.

(b)      Biweekly Credits

         Each Participant's Account Balance shall be credited with Pay Credits
         on each Payday based on the Covered Compensation, if any, paid to such
         Participant while an Employee of a Participating Employer, or, on his
         or her Termination Date, based on Covered Compensation earned as an
         Employee of a Participating Employer. Each Participant with an Account
         Balance shall also be credited with Interest Credits on each Payday
         occurring while an Employee of a Participating Employer or a
         Non-Participating Employer and on his or her Termination Date.

(c)      Non-Duplication

         Notwithstanding the preceding provisions, no Participant shall receive
         Pay Credits for the same Payday under two or more sections of this
         Plan.

3.03     NORMAL RETIREMENT; DEFERRED RETIREMENT


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         Each Participant whose Severance Date occurs on or after his or her
         attainment of Normal Retirement Age will receive a 100% vested,
         nonforfeitable annuity equal to his or her Residual Annuity Benefit,
         commencing on the last day of the calendar month next following the
         calendar month in which the later of the following two events occurs:

         (a)      his or her Severance Date, or

         (b)      his or her Normal Retirement Date.

         Any Participant who is retained in the employ of the Participating
         Employers beyond his or her Normal Retirement Date shall have his or
         her benefit suspended in accordance with Section 6.11 of the Plan, to
         the extent that Section 6.11 is applicable. The annuity benefit payable
         to any Participant for whom an annuity benefit commences after his or
         her Normal Retirement Date shall be actuarially adjusted for all
         periods prior to his or her attainment of age 70 1/2, other than
         periods for which his or her benefit is suspended in accordance with
         Section 6.11, to reflect the delayed commencement of the benefit.

         For Terminations of Employment which occur prior to March 1, 1989, such
         annuity shall commence on the first day of the calendar month next
         following such Severance Date.

         If the Participant elects to defer receipt of his or her Residual
         Annuity Benefit, after his or her Normal Retirement Date, payment of
         his or her Residual Annuity Benefit shall commence in all events on his
         or her Required Beginning Date. Notwithstanding any other provision of
         this Plan, in the event the Participant attains age 70 1/2 while still
         employed by a Participating Employer and prior to his or her Retirement
         Date, the benefit payable to such Participant on his or her Retirement
         Date shall be the Actuarial Equivalent of the Accrued Benefit payable
         to such Participant on the first day of April of the calendar year
         following the calendar year in which the participant attained age 70
         1/2 or January 1, 1997, whichever is later, plus the Actuarial
         Equivalent of any benefits that accrued after that date, reduced by the
         Actuarial Equivalent of any distributions made to the Participant since
         that date. For purposes of this section, calculations shall be
         performed utilizing the Applicable Interest Rate rather than the rate
         specified in the definition of Actuarial Equivalent.

         The initial monthly amount of annuity payable to a Participant in the
         form of a straight life annuity at the times indicated above, shall be
         equal to 1/12 of the amount of his or her Residual Annuity Benefit at
         his or her Lump Sum Date or the Required Beginning Date, but in no
         event more than his or her Maximum Benefit in accordance with Section
         3.08, or less than the largest amount of annuity to which he or she
         would have been entitled on any Early Retirement Date in accordance
         with Sections 3.04, 3.06, or 3.07, had he or she elected Early
         Retirement, subject to subsequent adjustment, if any, in accordance
         with Section 7.03.

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                                       35
<PAGE>

         Following a Participant's Severance Date, the payment of benefits under
         this Plan shall commence on the Participant's Normal Retirement Date,
         unless the Participant elects to defer receipt of his or her benefit. A
         Participant may commence benefits on his or her Normal Retirement Date
         by filing an election of a form of benefit and designating a date on
         which benefits are to commence. Failure to file such an election shall
         be treated as an election to defer the commencement of such benefits.

3.04     EARLY RETIREMENT BENEFIT

         Effective January 1, 2002, a Participant who is entitled to an Residual
         Annuity Benefit payable as an annuity commencing on his or her Normal
         Retirement Date in accordance with Section 3.03 following his or her
         Severance Date may, in lieu of receiving such annuity, elect to receive
         an Early Retirement Benefit as an annuity commencing prior to his or
         her Normal Retirement Date, and on or subsequent to the date the
         Participant makes such election where the first day of the next
         calendar month shall be his or her Early Retirement Date, provided,
         however, that the elected Early Retirement Date must be either on or
         before the Participant's Lump Sum Date, if any, or following the
         Participant's attainment of age 55. A Participant may, if he or she
         waives the right to a lump sum distribution of his or her Available
         Cash Benefit, elect, on or before his or her Lump Sum Date determined
         as provided in Section 4.06, to commence an annuity which is the
         Actuarial Equivalent, determined using the Applicable Interest Rate, of
         the Available Cash Benefit, and to defer the commencement of his or
         Residual Annuity Benefit to a date on or after his or her attainment of
         age 55.

         The Participant's Early Retirement Benefit shall be equal to his or her
         Residual Annuity Benefit adjusted by multiplying each element of such
         benefit by the appropriate early retirement factor, expressed as a
         percentage, from the tables below, determined as of the date on which
         such benefit is to commence. The initial amount of straight life
         annuity payable to a Participant commencing on his or her Early
         Retirement Date will be equal to 1/12 of his or her Early Retirement
         Benefit as described in the preceding sentence.

                                 TABLES
<TABLE>
<CAPTION>

MONTHS
EARLY         A         B         C          D         E          F         G          H         I          J
              -         -         -          -         -          -         -          -         -          -
<S>          <C>       <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
  0          100       100       100        100       100        100       100        100       100        100
</TABLE>

Nationwide Retirement Plan
January 1, 2002


                                       36
<PAGE>


<TABLE>
<CAPTION>

MONTHS
EARLY         A         B         C          D         E          F         G          H         I          J
              -         -         -          -         -          -         -          -         -          -
<S>          <C>       <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
  12         99        100     89.8124      96      93.3333    93.3333   93.3333      97      93.3333    93.3333
  24         98        100     80.8885      92      86.6667    86.6666   86.6666      94      86.6667    86.6667
  36         97        100     73.0411      88         80        80         80        91         80        80
  48         92         93     66.1151      84      73.3333    73.3333   73.3333      88      73.3333    73.3333
  60         87         86     59.9814      80      66.6667    66.6666   66.6666      85      66.6667    66.6667
  72         82         79     54.5317      76      63.3333    63.3333   61.3333      81      63.3333    61.3333
  84         77         72     49.6745      72         60        60         56        77         60        56
  96         72         65     45.3325      68      56.6667    56.6666     50.6       73      56.6667     50.6
 108         67         58     41.4404      64      53.3333    53.3333     46.6       69      53.3333     46.6
 120         62         50     37.9426      60         50        50        42.6       65         50       42.6
 132         57         46     34.7917      56      46.4344    46.6666      40        61       46.665    38.9945
 144         52         42      31.947      52      43.1811    43.3333     37.3       57      43.5993    35.731
 156         47         38     29.3734      48      40.2068    40.3443   34.7272      53      40.7767    32.7722
 168                           27.0406      44      37.4823    37.6069   32.3709      49      38.1763    30.0854
 180                           24.9221      40      34.9823    35.0953    30.209      45      35.7695    27.6421
 192                           22.9949              32.6841    32.7868    28.222              33.5458    25.4172
 204                           21.2388              30.5681    30.6616   26.3927              31.4863    23.3886
 216                           19.6361              28.6167    28.702    24.7059               29.576    21.5369
 228                           17.1712              26.8145    26.8924   23.1482              27.8019    19.8446
 240                           16.8304              25.1475    25.2188   21.7076              26.1522    18.2965
 252                           15.6014              23.6036    23.6689   20.3735              24.6162    16.8789
 264                           14.4734              22.1716    22.2315   19.1363              23.1846    15.5795
 276                           13.4368              20.8416    20.8967   17.9874              21.8487    14.3874
 288                            12.483              19.6049    19.6556   16.9191              20.6009    13.2928
 300                           11.6044              18.4535    18.5002   15.9246              19.4342    12.2868
 312                           10.7941              17.3802    17.4234   14.9977              18.3424    11.3617
 324                            10.046              16.3788    16.4187   14.1329              17.3197    10.5103
 336                            9.3547              15.4434    15.4803   13.3252              16.3611    9.7261
 348                            8.7152              14.5688    14.603     12.57               15.4618    9.0035
 360                            8.1232              13.7503    13.7821   11.8634              14.6174    8.3371
 372                            7.5747              13.9837    13.0132   11.2016              13.8242    7.7223
 384                            7.0661              12.2650    12.2925   10.5812              13.0785    7.1548
 396                            6.5941              11.5909    11.6164    9.9992              12.3769    6.6307
 408                            6.1558              10.9579    10.9817    9.4529              11.7166    6.1464
 420                            5.7486              10.3633    10.3855    8.9397              11.0948    5.6988
 432                             5.37                9.8042     9.825     8.4572              10.5088    5.2848
 444                            5.0178               9.2783    9.2978     8.0034               9.9563    4.9019
 456                             4.69                8.7833    8.8015     7.5762               9.4352    4.5475
 468                            4.3847               8.3172    8.3342     7.1739               8.9435    4.2195
 480                            4.1003               7.8779    7.8938     6.7948               8.4792    3.9157
 492                            3.8352               7.4637    7.4787     6.4375               8.0408    3.6343
 504                            3.588                4.0731    7.0871     6.1004               7.6265    3.3736
 516                            3.3574               6.7044    6.7176     5.7823               7.2349    3.1321
 528                            3.1422               6.3564    6.3688     5.482                6.8647    2.9081
 540                            2.9413               6.0277    6.0394     5.1984               6.5145    2.7005
</TABLE>

Nationwide Retirement Plan
January 1, 2002


                                       37
<PAGE>


<TABLE>
<CAPTION>

MONTHS
EARLY         A         B         C          D         E          F         G          H         I          J
              -         -         -          -         -          -         -          -         -          -
<S>          <C>       <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
 552                            2.7537               5.7172    5.7281     4.9305               6.1831    2.5080
 564                            2.5785               5.4236    5.4339     4.6773               5.8695    2.3294
 576                                                           5.1557     4.4379
 588                                                           4.8926     4.2114
</TABLE>


         Table A applies to the elements of an FAP Benefit determined under
         Section 3.01(a), (c) or (d), attributable to Months of Nationwide
         Participation Service, Months of Participation Service, and Months of
         Wausau Participation Service earned prior to January 1, 2007, if
         Participant's final Severance Date occurred on or after January 1,
         1994, if the Participant's Termination of Employment is an Eligible
         Termination.

         Table B applies to the element of an FAP Benefit determined under
         Section 3.01(b), attributable to Months of Farmland Participation
         Service earned prior to January 1, 2007, for a Participant whose
         Termination of Employment is an Eligible Termination.

         Table C applies to the element of an FAP Benefit determined under
         Section 3.01(b), attributable to Months of Farmland Participation
         Service, if the Participant's final Severance Date occurred before
         December 31, 1995, or to a Participant's December 30, 1995, benefit to
         the extent attributable to Months of Farmland Participation Service,
         and if, in either of such cases, the Participant's Termination of
         Employment is not an Eligible Termination.

         Table D applies to a Participant's Residual Annuity Benefit
         attributable to Months of Nationwide Participation Service, if
         Participant's final Severance Date occurred on or before February 28,
         1989, , if the Participant's Termination of Employment is an Eligible
         Termination; to a Participant's Base Benefit attributable to Months of
         Nationwide Participation Service, if the Participant's final Severance
         Date occurred after February 28, 1989, and on or before December 31,
         1989, if the Participant's Termination of Employment is an Eligible
         Termination; and to a Participant's Excess Benefit attributable to
         Months of Nationwide Participation Service, if Participant's final
         Severance Date occurred after February 28, 1989 and on or before
         December 31, 1989, if the Participant's Termination of Employment is an
         Eligible Termination and if the Participant was not a Highly
         Compensated Participant, as defined in the Plan on December 31, 1989.

         Table E applies to a Participant's Residual Annuity Benefit
         attributable to Months of Nationwide Participation Service, if the
         Participant's final Severance Date occurred after

Nationwide Retirement Plan
January 1, 2002


                                       38
<PAGE>

         February 29, 1984, and on or before February 28, 1989, if the
         Participant's Termination of Employment is not an Eligible Termination.

         Table F applies to a Participant's Base Benefit attributable to Months
         of Nationwide Participation Service, if the Participant's final
         Severance Date occurred after February 28, 1989, and on or before
         December 31, 1993, if the Participant's Termination of Employment is
         not an Eligible Termination; and to a Participant's Excess Benefit
         attributable to Months of Nationwide Participation Service, if the
         Participant's final Severance Date occurred after February 28, 1989,
         and on or before December 31, 1989, if the Participant's Termination of
         Employment is not an Eligible Termination and if the Participant was
         not a Highly Compensated Participant, as defined in the Plan at that
         time, on December 31, 1989.

         Table G applies to a Participant's Excess Benefit attributable to
         Months of Nationwide Participation Service, if the Participant's final
         Severance Date occurred after February 28, 1989, and on or before
         December 31, 1989, if the Participant was a Highly Compensated
         Participant, as defined in the Plan at that time, on December 31, 1989;
         and to a Participant's Excess Benefit attributable to Months of
         Nationwide Participation Service, if the Participant's final Severance
         Date occurred after December 31, 1989, and on or before December 31,
         1993.

         Table H applies to a Participant's Base Benefit attributable to Months
         of Nationwide Participation Service, if the Participant's final
         Severance Date occurred after December 31, 1989, and on or before
         December 31, 1993, if the Participant's Termination of Employment is an
         Eligible Termination.

         Table I applies to a Participant's Residual Annuity Benefit
         attributable to Months of Nationwide Participation Service if
         Participant's final Severance Date occurred on or prior to February 29,
         1984, if the Participant's Termination of Employment is not an Eligible
         Termination.

         Table J applies to all benefits other than those subject to the other
         tables.

         "Months Early" means the number of complete months by which the Early
         Retirement Date precedes the first day of the month coincident with or
         next following the date the Participant reaches his or her Normal
         Retirement Age.

         Factors for other Months Early are obtained by straight-line
         interpolation.

         Early retirement benefits for Participants whose Severance Date occurs
         on or after March 1, 1989, are paid on the last day of the calendar
         month, beginning with the last day of the calendar month that includes
         the Participant's Early Retirement Date. For other Participants, such
         benefits shall commence on the first day of the calendar month which


Nationwide Retirement Plan
January 1, 2002



                                       39
<PAGE>

         includes the Participant's Early Retirement Date.

3.05     MINIMUM YEAR-END ACCRUED BENEFIT

         For each Plan Year, a minimum year-end Accrued Benefit shall be
         determined for each Participant, which shall be equal to his or her
         Accrued Benefit calculated as though his or her Severance Date occurred
         on the last day of the Plan Year.

3.06     MINIMUM EARLY RETIREMENT ACCRUED BENEFIT

         A Participant's Early Retirement Benefit shall never be less than the
         highest early retirement benefit for which he or she was eligible under
         this Plan and the Merged Plans 1995 on December 31, 1995, or under the
         CSC Plan on August 31, 1997. Each Participant in the Merged Plans 1989
         as of December 31, 1989, who was entitled to a Minimum Accrued Benefit
         under Section 3.1(b)(v) of this Plan, as in effect prior to the
         restatement of December 31, 1995, payable at Normal Retirement Date
         under one or more of the Merged Plans 1989, shall be entitled to an
         early retirement benefit. A Participant may elect any early retirement
         benefit described in this section for which he or she is eligible, if
         he or she has attained age 55 and accrued sixty Months of Vesting
         Service.

3.07     MINIMUM YEAR-END EARLY RETIREMENT ACCRUED BENEFIT

         For Plan Years starting on or after January 1, 1996, a Participant's
         Minimum Year-End Early Retirement Accrued Benefit shall be equal to his
         or her Early Retirement Benefit calculated under Section 3.04 as though
         his or her Severance Date occurred on the last day of the Plan Year.

3.08     MAXIMUM BENEFIT

         Anything in the Plan to the contrary notwithstanding, the annual amount
         of annuity payable to a Participant in the form of a straight life
         annuity, to a contingent annuitant as a survivor benefit, or, to a
         Participant as a contingent annuity (with his or her spouse as
         contingent annuitant) shall not exceed whichever is applicable of (a)
         and (b),

         (a)      (applicable to each Participant whose Retirement Date occurs
                  on or after his or her Social Security Retirement Age) the
                  lesser of

                  (i)      $160,000, adjusted as provided in Code Section
                           415(b)(2)(D) for Participants whose Retirement Date
                           occurs after his or her Social Security Retirement
                           Age, or

                  (ii)     100% of the Participant's average Covered
                           Compensation (determined

Nationwide Retirement Plan
January 1, 2002


                                       40
<PAGE>


                           without regard to the limitation set forth in the
                           second paragraph of the definition of that term) from
                           the Participating Employers over the 3 consecutive
                           calendar years in which he or she received the
                           highest pay, after he or she joined the Plan, and

         (b)      (applicable to each Participant whose Retirement Date occurs
                  before his or her Social Security Retirement Age) the lesser
                  of

                  (i)      whichever is applicable of (A) or (B),

                           (A)      for each Participant whose Retirement Date
                                    occurs on or after his or her 62nd birthday,
                                    but before his or her Social Security
                                    Retirement Age, the limit set forth in
                                    (a)(i) above, reduced

                                    (I)     in the case of a Participant whose
                                            Social Security Retirement Age is
                                            65, by 5/9 of 1% for each month by
                                            which benefits commence before the
                                            month in which the Participant
                                            attains age 65, or

                                    (II)    in the case of a Participant whose
                                            Social Security Retirement Age is
                                            greater than 65, by 5/9 of 1% for
                                            each of the first 36 months and 5/12
                                            of 1% for each of the additional
                                            months (up to 24) by which benefits
                                            commence before the month in which
                                            the Participant attains age 65, or

                           (B)      for Participants whose Retirement Date
                                    occurs before his or her 62nd birthday, the
                                    actuarial equivalent of the straight life
                                    annuity that could have been paid at age 62,
                                    determined based on an interest rate which
                                    is not less than the greater of the rate set
                                    forth in clause (a) of the definition of
                                    Actuarial Equivalent in this Plan or 5%, or

                  (ii)     100% of the Participant's average Covered
                           Compensation (determined without regard to the
                           limitation set forth in the second paragraph of the
                           definition of that term) from the Participating
                           Employers over the 3 consecutive calendar years in
                           which he or she received the highest pay, after he or
                           she joined the Plan.

         For each Participant, the limits set forth in paragraphs (a)(i) and
         (b)(i) above shall be proportionately reduced for each year, if any, by
         which the number of his or her Years of Service is less than 10. For
         each Participant, the limits set forth in paragraphs (a)(ii) and
         (b)(ii) above shall be proportionately reduced for each year, if any,
         by which the total of his or her Months of Participation Service,
         Months of

Nationwide Retirement Plan
January 1, 2002


                                       41
<PAGE>

         Farmland Participation Service, Months of Nationwide Participation
         Service, and Months of Wausau Participation, when converted to years,
         is less than 10.

         If a Participant's annuity is to be paid in a form other than a
         Straight Life Annuity or a contingent annuity with his or her spouse as
         contingent annuitant, the maximum benefit shall be the Actuarial
         Equivalent of the amount of straight life annuity that could have
         otherwise been payable to him or her in accordance with the provisions
         of this Section 3.08.

         If a Participant hereunder is entitled to pension benefits under a
         defined benefit pension plan maintained by a Non-Participating Employer
         or any other defined benefit plan maintained by a Participating
         Employer, on account of service with such Non-Participating Employer or
         Participating Employer, his or her maximum benefit hereunder shall be
         reduced by the amount of pension to which he or she is entitled under
         such other plan.

         Any cost-of-living adjustment affecting the dollar limit described in
         (a)(i) of this Section which are promulgated by the Secretary of the
         Treasury or his or her delegate shall be deemed to have changed such
         dollar limit as of the date the cost-of-living adjustment became
         effective, without the need of a plan amendment.

                        DEFINITIONS USED IN THIS SECTION

         "Compensation" means, for any calendar year, the amount of a
         Participant's wages from the Participating Employers during such
         calendar year as reported to the Participant on the W-2 form furnished
         by the Participating Employers, increased by any elective deferral (as
         defined in Section 402(g) of the Code) and any amount which is
         contributed or deferred by an employer at the election of an employee
         and which is not includible in the gross income of the employee by
         reason of Sections 125 or 457 of the Code.

3.09     PAYMENT OF BENEFITS

         As required by this Article III, a Participant's annuity will commence
         on his or her Normal Retirement Date, Deferred Retirement Date, or
         Early Retirement Date, whichever is applicable, provided he or she is
         then living. If, for any reason, the amount of annuity payable on a
         Participant's Retirement Date cannot be ascertained in time to commence
         payment on such date, payment of his or her annuity will commence no
         later than 60 days after the amount of payment can be ascertained
         retroactive to such Retirement Date.

3.10     MILITARY SERVICE

Nationwide Retirement Plan
January 1, 2002


                                       42
<PAGE>

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

3.11     EMPLOYEE CONTRIBUTIONS

         A Participant who has made Employee Contributions may elect at any time
         on or after his or her Severance Date and prior to any subsequent Date
         of Hire or his or her Retirement Date, in the manner described in
         Section 4.05, to receive such Employee Contributions, with Interest, as
         a lump sum payment. If the Participant makes such an election, his or
         her FAP Benefit and Account Balance Benefit will be reduced by the
         employee-derived annuity, determined on the date such Employee
         Contributions, with Interest, are paid. The employee-derived annuity is
         the amount equal to the Participant's Contributions with Interest as of
         the date of payment, expressed as an annual benefit payable for the
         life of the Participant commencing on the first day of the month
         coincident with or next following his or her attainment of Normal
         Retirement Age, determined using the Applicable Interest Rate. The
         reduction in the Participant's FAP Benefit will reduce the elements of
         the Participant's FAP Benefit which accrued during the same periods of
         service during which the Participant made such Employee Contributions.
         The Participant's Account Balance Benefit will also be reduced by the
         employee-derived annuity.

         If the Participant does not elect to receive a lump sum payment of his
         or her Employee Contributions with Interest, the Participant will
         receive such Employee Contributions, with Interest, as a portion of his
         or her annuity benefit under the terms of this Plan.

         When determining benefits which are the Actuarial Equivalent of
         Employee Contributions, with Interest, pre-retirement mortality is not
         considered and the interest rate used is the Applicable Interest Rate.

3.12     CALCULATION METHODS

         Calculations of the Available Cash Benefit, Cash Benefit, Lump Sum
         Benefit, and Residual Annuity Benefit shall each be performed by
         converting the elements of a Participant's Accrued Benefit to their
         present values, determined as provided below. The elements of a
         Participant's Accrued Benefit include the Participant's Account Balance
         Benefit and the elements of the FAP Benefit attributable to Months of
         Farmland Participation Service; Months of Nationwide Participation
         Service; Months of Wausau Participation Service; Months of
         Participation Service accruing between January 1, 1996, and December
         31, 2006; and Months of Participation Service accruing after December
         31, 2006. For purposes of determining the Cash Benefit, each element of
         the FAP Benefit is valued both as an immediate and deferred annuity.
         The present values of the elements of the Participant's Accrued Benefit
         shall be determined as follows:

Nationwide Retirement Plan
January 1, 2002


                                       43
<PAGE>

         (a)      The present values, determined as of the Participant's Lump
                  Sum Date, of the elements of the FAP Benefit shall be equal to
                  the greater of:

                  (i)      the present value of the elements of such benefit
                           commencing at the Participant's Normal Retirement
                           Date, determined as provided in Section 14.09,
                           utilizing the adjustment to the Applicable Interest
                           Rate described in that section; or

                  (ii)     the present value of the elements of such benefit
                           that the Participant is eligible to commence on the
                           his or her Lump Sum Date , adjusted as provided in
                           Section 3.04 as if such elements were equal to the
                           Participant's Residual Annuity Benefit, and
                           determined as provided in Section 14.09, adjusting
                           the Applicable Interest Rate by adding one percent to
                           the rate (e.g., a rate of 5% would be adjusted to 6%)
                           and further utilizing the adjustment to the
                           Applicable Interest Rate described in Section 14.09 ;
                           and

         (b)      The present value of the Participant's Account Balance
                  Benefit, determined as provided in Section 14.09, utilizing
                  the adjustment to the Applicable Interest Rate described in
                  that section as of the Participant's Lump Sum Date.

Nationwide Retirement Plan
January 1, 2002


                                       44
<PAGE>


                                   ARTICLE IV

                      FORMS OF ANNUITY - METHOD OF PAYMENT

4.01     FORM OF ANNUITY NORMALLY PAYABLE

         The form of annuity normally payable to a Participant shall be:

         (a)      the straight life annuity form, if he or she does not have a
                  spouse on his or her Retirement Date, or

         (b)      the 50% contingent annuity form with the Participant's spouse
                  designated as contingent annuitant, if he or she does have a
                  spouse on his or her Retirement Date.

         For all other employees, the form of annuity normally payable shall be
         the straight life annuity form.

4.02     STRAIGHT LIFE ANNUITY FORM

         This form of annuity provides monthly payments to a Participant
         commencing on the last day of the calendar month in which his or her
         Retirement Date occurs (the first day of such month with respect to
         Participants whose final Severance Date occurred prior to March 1,
         1989), provided he or she is then living, and continuing on the last
         day of each calendar month thereafter throughout the remainder of his
         or her lifetime. Such payments will terminate with the payment payable
         in the calendar month in which the Participant's death occurs.

         The amount of annuity payable on the straight life annuity form shall
         be as determined in accordance with Article III, as applicable.

4.03     CONTINGENT ANNUITY FORMS

         (a)      50% CONTINGENT ANNUITY FORM

                  When compared to the straight life annuity form, the 50%
                  contingent annuity form of annuity provides reduced monthly
                  payments to a Participant during his or her lifetime, the
                  first payment payable on the last day of the calendar month in
                  which his or her Retirement Date occurs (the first day of such
                  month with respect to Participants whose final Severance Date
                  occurred prior to March 1, 1989). Upon the death of the
                  Participant, payments will be continued to his or her
                  designated beneficiary, as contingent annuitant, provided such
                  contingent annuitant survives the Participant, in an amount
                  equal to 50% of the monthly


Nationwide Retirement Plan
January 1, 2002

                                       45
<PAGE>

                  payments that would have been payable to the Participant in
                  the absence of the provisions of Section 3.08 of this Plan,
                  commencing with a payment in the calendar month following the
                  calendar month in which the Participant's death occurs.
                  Nothwithstanding the preceding sentence, payments to the
                  designated beneficiary cannot exceed the maximum benefit
                  permitted under the provisions of Section 3.08. Payments under
                  this form of annuity will terminate with the payment payable
                  in the calendar month in which the later of the death of the
                  Participant or of his or her contingent annuitant occurs.

         (b)      66 2/3%, 75% AND 100% CONTINGENT ANNUITY FORMS

                  These forms of annuity are the same as the 50% contingent
                  annuity form except that the amount payable to the Participant
                  under each form is less and the amount payable to the
                  surviving contingent annuitant is 66 2/3%, 75% or 100% instead
                  of 50% of the amount that would have been payable to the
                  Participant in the absence of the provisions of Section 3.08
                  of this Plan.

         (c)      AMOUNT PAYABLE

                  The amount payable to the Participant under the contingent
                  annuity forms shall be equal to the Actuarial Equivalent of
                  the amount payable on the straight life annuity form before
                  application of the limitation under Section 3.08, but in no
                  event more than his or her maximum benefit under Section 3.08.

         (d)      SPOUSE'S BENEFIT NOTICE

                  The Administrative Committee shall provide information
                  concerning the contingent annuity forms of annuity at such
                  time and in such manner as shall be necessary to satisfy the
                  requirements of Code Section 417.

4.04     LIFE ANNUITY - PERIOD CERTAIN FORM

         (a)      LIFE-FIVE YEAR CERTAIN ANNUITY FORM

                  This form of annuity provides reduced monthly payments to the
                  Participant during his or her lifetime, the first payment
                  becoming due on the last day of the calendar month in which
                  his or her Retirement Date occurs (the first day of such month
                  with respect to Participants whose final Severance Date
                  occurred prior to March 1, 1989), terminating with the payment
                  payable in the calendar month in which the Participant's death
                  occurs . If the Participant's death occurs before he or she
                  has received 60 monthly payments, such monthly payments will
                  be continued to the Participant's beneficiary until a total of
                  60 monthly payments have been made to the Participant and his
                  or her beneficiary. If the beneficiary dies before a

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<PAGE>

                  total of 60 payments have been made, the present value,
                  determined as provided in Section 14.09, of any remaining
                  payments shall be paid to the legal representative of the last
                  surviving beneficiary.

         (b)      LIFE-TEN YEAR CERTAIN, LIFE-FIFTEEN YEAR CERTAIN, AND
                  LIFE-TWENTY YEAR CERTAIN ANNUITY FORMS

                  These forms of annuity are the same as the Life-Five Year
                  Certain Annuity Form except that the amount payable to the
                  Participant under this form is less and 120, 180, or 240
                  monthly payments are guaranteed instead of 60 monthly
                  payments.

         (c)      AMOUNT PAYABLE

                  The amount payable to the Participant under these annuity
                  forms shall be equal to the Actuarial Equivalent of the amount
                  payable to him or her on the straight life annuity form, but
                  in no event more than his or her maximum benefit under Section
                  3.08.

4.05              ELECTION OF OPTIONAL ANNUITY FORM

                  In lieu of having his or her Accrued Benefit paid on the form
                  normally payable, a Participant whose annuity benefit
                  commences on or after the Participant's attainment of age 55
                  or who is eligible to receive a Lump Sum Benefit may elect, in
                  writing, to have such benefit paid under any one of the other
                  annuity forms described in Sections 4.02, 4.03, 4.04, 4.07 or
                  4.11, or in a full or partial lump sum, if the provisions of
                  Sections 4.06 or 4.12 apply. Any Participant whose annuity
                  benefit commences prior to his or her attainment of age 55 and
                  who is not eligible for a Lump Sum Benefit may select either a
                  50% joint and survivor annuity (if married on his or her
                  Retirement Date), or straight life annuity. In no event may
                  any form of annuity elected provide payments over a period
                  exceeding

                  (a)      the Participant's life or the lives of the
                           Participant and his or her spouse, or

                  (b)      the Participant's life expectancy or the joint life
                           expectancy of the Participant and his or her spouse.

                  If the Participant is married on his or her Retirement Date,
                  he or she may elect, at any time prior to the thirtieth day
                  following the day on which the Administrative Committee
                  provides the information described in the penultimate
                  paragraph of this Section 4.05 (the Election Period), to waive
                  the annuity form normally payable and elect a different form
                  of annuity (other than a different contingent

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                  annuity form with his or her spouse as the contingent
                  annuitant), a Lump Sum Benefit or an Available Cash Benefit
                  only if :

                  (c)      the Administrative Committee receives the irrevocable
                           written consent of the Participant's spouse to such
                           election, which is witnessed by a representative of
                           the Administrative Committee or notarized,

                  (d)      the Participant's waiver and the spouse's consent
                           state the specific nonspouse beneficiary (including
                           any class of beneficiaries or contingent
                           beneficiaries) and the particular optional form of
                           benefit, neither of which may be further modified
                           (except back to one of the contingent annuity forms
                           with his or her spouse designated as the contingent
                           annuitant) without the spouse's subsequent consent
                           (unless expressly permitted by the spouse), and

                  (e)      the spouse's consent acknowledges the effect of such
                           consent.

                  The consent of the spouse shall not be required in the event
                  the Participant demonstrates, to the satisfaction of the
                  Administrative Committee, that such spouse may not be located.
                  Any such waiver by the Participant may be revoked at any time
                  (and any number of times) during the Election Period.

                  Any elected annuity form shall become effective on the
                  Participant's Retirement Date if the election is made by such
                  Retirement Date, and the Participant and his or her spouse, if
                  any, complete all necessary documentation concerning such
                  election within sixty days following such Retirement Date. If
                  the necessary documentation is not completed during such
                  period, the Participant shall be deemed to have revoked the
                  election of his or her Retirement Date. If, as result of the
                  provisions of this Section as in effect prior to September 1,
                  2001, requiring certain elections of forms of benefits to be
                  filed two years prior to their effective dates, the effective
                  date of an election of a form of benefit by a Participant was
                  to be effective after September 1, 2001, it shall be
                  immediately effective as of such date.

                  Once a Participant has reached the one hundred-twentieth day
                  following his or her Retirement Date, his or her election of
                  an annuity form of benefit cannot be changed or rescinded.
                  Changes to such election of an annuity form of benefit
                  following the Participant's Retirement Date may be made only
                  if the Participant notifies the Plan Administrator of such
                  change within such one hundred-twenty day period, the revised
                  annuity election satisfies the other requirements of this
                  section and the Participant and the Participant's contingent
                  annuitant, if any, are alive on the date such election is
                  received by the Plan Administrator. If a Participant's
                  designated contingent annuitant should die before the
                  Participant's

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                  Retirement Date, his or her annuity shall be payable on the
                  straight life annuity form unless he or she elects another
                  annuity form in accordance with this Section. Elections of
                  Lump Sum Benefits and Available Cash Benefits are irrevocable
                  once payment of the benefit is made to the Participant or
                  beneficiary.

                  The Administrative Committee shall provide information to each
                  Participant concerning his or her normal form of benefit and
                  the optional forms during the period beginning ninety days
                  prior to his or her Retirement Date and ending thirty days
                  prior to such date. Such information shall include a
                  description of the terms and conditions of such standard form,
                  the right of the Participant to waive such normal form (and
                  the effect of such a waiver), the rights of the Participant's
                  spouse (if any) to consent to such waiver, and the right to
                  revoke such a waiver (and the effect of such a revocation). To
                  the extent required by law, such information shall also be
                  provided to the Participant's spouse, if any.

                  Notwithstanding the preceding paragraph, requiring the
                  Administrative Committee to provide information to the
                  Participant not later than thirty days prior to his or her
                  Retirement Date, the Participant's Retirement Date may be
                  fewer than thirty days following the delivery of such
                  information if:

                  (f)      The Administrative Committee provides information to
                           the Participant clearly indicating that the
                           Participant has a right to at least thirty days to
                           consider whether to waive the normal form of benefit
                           and elect another form of benefit;

                  (g)      The Participant is permitted to revoke any election
                           made until at least his or her Retirement Date or, if
                           later, the seventh day following the date on which he
                           or she received the explanation described in the
                           preceding paragraph;

                  (h)      The Participant's Retirement Date is after the date
                           on which the explanation described in the preceding
                           paragraph is provided, although the Participant's
                           Retirement Date may be before the Participant makes
                           an election of a form of benefit and the date
                           distributions commence as described in (i), below;
                           and

                  (i)      Distributions in accordance with the Participant's
                           election of a form of benefit do not commence prior
                           to the expiration of the seven day period that begins
                           the day after the explanation described in the
                           preceding paragraph is provided to the Participant.

4.06     AVAILABLE CASH BENEFIT

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         Any Participant who earns an Hour of Service on or after January 1,
         2002, has attained age 55 on his or her Severance Date, and has
         completed all required documentation on or before the Processing Date
         set forth in the table below, may elect, in accordance with Section
         4.05 to receive his or her Available Cash Benefit on the last day of
         the month following the month in which such documentation is completed.
         The Lump Sum Date for such a Participant shall be the first day of the
         month in which such Available Cash Benefit is paid or available for
         payment.

         Any Participant who earns an Hour of Service on or after January 1,
         2002, and is not described in the preceding paragraph, may elect, in
         accordance with Section 4.05, not later than the fifth day following
         the applicable Lump Sum Date, as set forth in the table below, to
         receive his or her Available Cash Benefit in the form of a lump sum
         payment. Any such elected Available Cash Benefit will be paid following
         the execution, by the Participant and the Participant's spouse, if any,
         of the appropriate documentation concerning such election, if such
         documentation is executed on or before the date set forth in the final
         column of the following table. If the appropriate documentation has not
         been executed by the date set forth in the table, the Participant shall
         be deemed to have waived his or her rights to elect distribution of his
         or her Available Cash Benefit. If the Participant is rehired by a
         Participating or Non-Participating Employer prior to the date on which
         the Available Cash Benefit is paid, no benefit shall be payable until
         the Participant has another Severance Date.

<TABLE>
<CAPTION>
              SEVERANCE DATE                PROCESSING DATE                LUMP SUM DATE          FINAL DATE FOR EXECUTION
                                                                                                      OF DOCUMENTATION
<S>                                  <C>                              <C>                        <C>
          Between February 1 and          June 15 immediately         September 1 immediately      October 31 immediately
                 April 30            following the Severance Date   following the Severance Date   following the Lump Sum
                                                                                                            Date
         Between May 1 and July 31     September 15 immediately        December 1 immediately      January 31 immediately
                                     following the Severance Date   following the Severance Date   following the Lump Sum
                                                                                                            Date
           Between August 1 and         December 15 immediately         March 1 immediately         April 30 immediately
                October 31           following the Severance Date   following the Severance Date   following the Lump Sum
                                                                                                            Date
          Between November 1 and         March 15 immediately            June 1 immediately          July 31 immediately
                January 31           following the Severance Date   following the Severance Date   following the Lump Sum
                                                                                                            Date
</TABLE>

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         Any Participant who is entitled to a distribution of Employee
         Contributions, with Interest, may elect a distribution of his or her
         Available Cash Benefit only if he or she also elects, at the same time,
         to receive such Employee Contributions, with Interest, in a lump sum. A
         Participant who elects to receive his or her Available Cash Benefit
         shall also receive interest on the amount of such benefit from the Lump
         Sum Date to the last day of the month in which the benefit is
         distributed, at the Applicable Interest Rate determined from time to
         time.

         The Lump Sum Date for all other Participants shall be the first day of
         the month in which the first benefit payment under this Plan is paid.

4.07     LEVEL INCOME OPTION

         Any Participant whose Retirement Date occurs prior to the first day of
         the calendar month preceding his or her sixty-second (62nd) birthday
         and who either has a termination of employment which is an Eligible
         Termination or whose Retirement Date occurs on or after his or her
         fifty-fifth (55th) birthday, may, subject to the conditions hereinafter
         set forth, elect to have a portion of his or her Residual Annuity
         Benefit, adjusted as provided in Section 3.04, payable to him or her as
         an annuity on such Retirement Date converted into an amount of annuity
         certain which is the actuarial equivalent, determined in accordance
         with Code Sections 411(a)(11)(B) and 417(e)(3), utilizing the
         Applicable Interest Rate as of the date on which such annuity certain
         commences, of the portion of the Residual Annuity Benefit converted.
         Any such conversion of the Participant's Residual Annuity Benefit shall
         first occur with regard to the benefit payable as a variable annuity,
         as described in Article VII, if any. For purposes of the calculations
         in this section, the Applicable Interest Rate will be adjusted as
         provided in Section 14.09.

         The amount of annuity that will be replaced in accordance with the
         preceding paragraph shall be equal to the least of:

         (a)      70% of the amount of annuity that would be payable had he or
                  she not elected this option,

         (b)      the amount required to produce payments under the annuity
                  certain which are equal to his or her estimated Primary
                  Insurance Amount payable at age 62 under Social Security, or

         (c)      the portion of a Participant's annuity which is equal to the
                  benefit that is, or would have been, payable based on the
                  portion of his or her Final Average

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                  Compensation which did not exceed his or her Social Security
                  Covered Compensation.

         ANNUITY CERTAIN

         This form of annuity provides increased monthly payments to the
         Participant commencing on the last day of the calendar month in which
         his or her Retirement Date occurs (the first day of such month with
         respect to Participants whose final Severance Date occurred prior to
         March 1, 1989), and terminating with the payment due in:

         (d)      the calendar month in which his or her death occurs, or

         (e)      the calendar month in which his or her sixty-second (62nd)
                  birthday occurs,

         whichever occurs first. If the Participant's death occurs before his or
         her sixty-second (62nd) birthday, annuity certain payments will be
         continued to his or her beneficiary each calendar month thereafter,
         terminating with the payment due in the calendar month in which the
         Participant's sixty-second (62nd) birthday occurs. The Participant's
         beneficiary for this benefit must be the same as the beneficiary, if
         any, entitled to benefits under the form of annuity benefit chosen by
         the Participant with respect to the balance of his or her Residual
         Annuity Benefit.

         SOCIAL SECURITY ESTIMATE

         For the purposes of this Section 4.07, the estimated Primary Insurance
         Amount payable to a Participant at age sixty-two (62) shall be equal to
         80% of the amount determined by applying 1/12 of:

         (a)      his or her last Covered Compensation, or

         (b)      his or her Social Security Covered Compensation,

         whichever is less, to the December 1978 Social Security PIA Table.

         Effective for any Participants retiring on or after August 1, 2000, the
         Plan Administrator shall estimate the Primary Insurance Amount payable
         to such Participant at age 62, based on the provisions of the Social
         Security Act then in effect. Notwithstanding the foregoing, if the
         Participant provides the Plan Administrator with an estimate, provided
         by the Social Security Administration or other party, of the benefit to
         which he or she is entitled at age 62, such estimate may be used for
         this purpose.

         ELECTION OF OPTION

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         Each Participant shall have the right to elect this option prior to his
         or her Retirement Date. Only one such election may be made, even if the
         Participant has additional Retirement Dates. The election must be in
         writing on a form satisfactory to the Administrative Committee and,
         once made, it may be changed or revoked at any time prior to his or her
         Retirement Date.

         Participants in this Plan whose Severance Date or Termination of
         Employment was prior to March 1, 1980, and Participants in the Wausau
         Plan whose Severance Date or Termination of Employment was prior to
         January 1, 1996, are not entitled to elect this option.

4.08     DESIGNATION OF BENEFICIARY

         In the event a Participant elects one of the benefit forms described in
         Section 4.04 or Section 4.07, such election shall include the name of
         the person designated by the Participant as the beneficiary or
         beneficiaries to receive the remaining benefit, if any, upon the death
         of the Participant. The Participant may also name one or more
         contingent beneficiaries to receive benefits in the event the primary
         beneficiary or beneficiaries shall die prior to receipt of all
         payments. The Participant may designate different beneficiaries or
         contingent beneficiaries at any time, subject to the spousal consent
         rules set forth in Section 4.05. If the beneficiary or beneficiaries,
         including any contingent beneficiaries, predecease the Participant, any
         payments due under the elected annuity form at the Participant's death
         shall be paid to the Participant's estate. If there is no estate opened
         for the Participant pursuant to the applicable state and local laws,
         the remaining benefit shall be distributed in the following order: to
         the Participant's surviving spouse, if any; if there is no surviving
         spouse, to the Participant's surviving children, if any, equally; if
         the Participant has no surviving spouse or children, then to the
         Participant's surviving parents, if any, equally; if none of the
         preceding parties survive the Participant, then to the Participant's
         surviving siblings, if any, equally.

4.09     UNISEX BENEFIT CALCULATION

         Annuity payments derived from Accrued Benefits earned after August 1,
         1983, must be calculated on a unisex basis. Actuarial Equivalent for
         Participants terminated before March 1, 1984, was determined using sex
         distinct mortality assumptions, whereas, for Participants terminated on
         or after March 1, 1984, Actuarial Equivalent is determined using unisex
         mortality assumptions. Applicable factors are calculated for converting
         a Participant's straight life annuity to an actuarially equivalent
         amount of optional annuity, and for converting a portion of a
         Participant's straight life annuity, to an annuity certain under the
         Level Income Option.

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         Anything in the Plan to the contrary notwithstanding, the following
         additional adjustments shall apply:

         (a)      For Any Male Participant Whose Severance Date Occurred On Or
                  After August 1, 1983 And Before March 1, 1984:

                  Benefits shall be calculated as required by other applicable
                  Plan provisions, except that, the amount of optional annuity,
                  if any, derived from the portion of the Participant's Accrued
                  Benefit credited after July 31, 1983, shall be determined
                  using the conversion factor applicable to a female Participant
                  of the same age with a spouse the same age as the male
                  Participant's spouse.

         (b)      For Any Male Or Female Participant Whose Severance Date Occurs
                  On Or After March 1, 1984:

                  Benefits shall be calculated as required by other applicable
                  Plan provisions, except that the minimum benefit payable to
                  any such Participant who has elected an optional annuity form
                  and/or the Level Income Option shall be equal to the amount
                  derived by applying the Participant's Accrued Benefit on
                  February 29, 1984, to the appropriate conversion factor(s)
                  applicable to a female Participant whose Severance Date
                  occurred before March 1, 1984. The appropriate factor for a
                  male Participant is the factor applicable to a female
                  Participant the same age, with a spouse the same age as the
                  male Participant's spouse.

4.10     MINIMUM DISTRIBUTION REQUIREMENTS

         Notwithstanding anything else set forth in this Article IV, the entire
         interest of each Participant shall be distributed to such Participant
         or his or her beneficiary, beginning not later than the Required
         Beginning Date, over the life of such Participant or the lives of such
         Participant and his or her beneficiary.

         In the event the Participant shall die prior to the distribution of his
         or her entire interest under the Plan, distributions shall:

         (a)      continue, at least as rapidly as under the method of
                  distribution in effect on the Participant's date of death, in
                  the event that distributions had already commenced at that
                  time, or

         (b)      in the event distributions had not yet commenced under the
                  Plan at the Participant's date of death, in accordance with
                  Article V of the Plan.

         These requirements may be modified or supplemented by regulations,
         promulgated by the Secretary of Treasury, which implement the
         provisions of Section 401(a)(9) of the Code,

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         including Proposed Treasury Regulations Sections 1.401(a)(9)-1 and
         1.401(a)(9)-2.

         Any Participant required to receive distributions pursuant to this
         section prior to 1997 while still actively employed by a Participating
         Employer may elect to terminate such distributions at any time prior to
         his or her Required Beginning Date. Such election may be made by
         notifying the Plan Administrator in writing. A Participant who makes
         such election may later elect to recommence distributions pursuant to
         this section or Section 4.11 of this Plan by filing an election with
         the Plan Administrator. Such election to recommence benefits shall
         result in payments in the form in which benefits originally were paid
         under this section with the same beneficiary or contingent annuitant
         unless the Participant files a new election which complies with the
         requirements of 4.05, including the requirement that the Participant's
         spouse, if any, consent to such election.

4.11     PRE-RETIREMENT DISTRIBUTIONS

         Any Participant who reaches age 70 1/2 prior to January 1, 1999, while
         still actively employed by a Participating Employer, may elect to
         commence the receipt of his or her benefits, subject to the
         requirements of this Article concerning timing of elections and spousal
         consent. At the end of each Plan Year following the commencement of
         such distributions during which the Participant remains in the employ
         of an Employer or Non-Participating Employer, the Plan Administrator
         shall recalculate the Accrued Benefit as required under Proposed
         Treasury Regulation Section 1.411(b)-2(b)(4)(iii) and shall increase
         the Participant's monthly annuity payment as appropriate to reflect
         continued benefit accrual.

4.12     LUMP SUM BENEFITS

         In the event the present value, determined as provided in Section 14.09
         of this Plan, of the Accrued Benefit, to the extent it exceeds the
         Participant's Contributions, with Interest, of a Participant who earned
         a Month of Participation Service prior to January 1, 2002, and who has
         not received a distribution of his or her Available Cash Benefit or
         Lump Sum Benefit at any time, is greater than $5,000, but less than or
         equal to $10,000, on any date on or after such Participant's Severance
         Date, he or she may elect, in accordance with Section 4.05, to receive
         such benefit in the form of a lump sum payment. Any distribution
         pursuant to this Section shall be treated in the same manner, and shall
         be subject to the same rules, as a distribution pursuant to Section
         14.09 of this Plan. Any Participant entitled to a distribution of his
         or her Lump Sum Benefit and who is also entitled to a distribution of
         Employee Contributions with Interest may elect a distribution of his or
         her Lump Sum Benefit only if he or she also elects, at the same time,
         to receive such Employee Contributions with Interest, in a lump sum.

4.13     METHOD OF PAYMENT

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         Each benefit becoming due under the Plan shall be paid by the Insurance
         Company in accordance with and subject to the terms of its Group
         Annuity Contract(s) with the Participating Employers in force at the
         time of payment.

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                                    ARTICLE V

                     DEATH BENEFITS PRIOR TO RETIREMENT DATE

5.01     AUTOMATIC SPOUSE'S BENEFIT

         (a)      Period Of Coverage

                  Each Eligible Participant shall be automatically covered by
                  this benefit from his or her Coverage Date to his or her
                  Retirement Date, irrespective of any intervening Termination
                  of Employment or Severance Date.

                  An Eligible Participant is any Participant

                  (i)      whose Severance Date with a vested interest in his or
                           her Accrued Benefit occurred on or after March 1,
                           1976, and before March 1, 1985, and who was alive on
                           August 23, 1984,

                  (ii)     who, on March 1, 1985, was in the employ of a
                           Participating Employer or a Non-participating
                           Employer or on disability accrual under this Plan or
                           the plan of a Non-Participating Employer, or

                  (iii)    who becomes a Participant after March 1, 1985.

                  The Coverage Date of an Eligible Participant shall be the last
                  to occur of:

                  (iv)     March 1, 1985,

                  (v)      the date he or she attains a 100% vested interest in
                           his or her Accrued Benefit in accordance with Section
                           6.02, or

                  (vi)     the date of his or her marriage.

         (b)      Benefit Payable

                  If the death of a Participant covered by this benefit occurs
                  before his or her Retirement Date, his or her surviving spouse
                  shall be paid a annuity commencing on the date and in the
                  amount specified below, such annuity to provide monthly
                  payments on the last day of each calendar month (the first day
                  of such month with respect to the spouse of a Participant
                  whose final Severance Date occurred prior to March 1, 1988)
                  during the spouse's remaining lifetime, terminating with the
                  payment due in the calendar month in which the spouse's death
                  occurs.

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                  The amount of annuity payable to the surviving spouse shall be
                  equal to the amount that would have been payable under the 50%
                  contingent annuity form

                  (i)      with respect to a terminated Participant dying on or
                           before his or her Earliest Retirement Date, had the
                           Participant survived to such date, retired on that
                           date, and died the next day;

                  (ii)     with respect to an active Participant dying on or
                           before his or her Earliest Retirement Date, had the
                           Participant incurred a Severance Date at date of
                           death, survived to his or her Earliest Retirement
                           Date, retired on that date, and died the next day; or

                  (iii)    with respect to a Participant dying after his or her
                           Earliest Retirement Date, had the Participant retired
                           on the day before his or her death.

                  For purposes of this section, the benefit of a surviving
                  spouse of a Participant under this section shall be reduced,
                  as a result of the provisions of Section 3.01(d)(iv), by only
                  such amount as is actually paid to such surviving spouse under
                  the plan or plans described in Section 3.01(d)(iv).

                  The date of the first payment to the surviving spouse shall be
                  the last day of the calendar month (the first day of such
                  month with respect to Participants whose final Severance Date
                  occurred prior to March 1, 1989) on which a payment would be
                  due the spouse in accordance with the 50% contingent annuity
                  form under whichever is applicable of the conditions specified
                  in (i), (ii) and (iii), above.

                  In lieu of receiving a benefit commencing on the date
                  specified in the preceding paragraph, the surviving spouse may
                  elect to:

                  (iv)     defer payment of the annuity benefit described above
                           to the last day of any subsequent calendar month, but
                           not later than:

                           (A)      December 31 of the year following the year
                                    in which the Participant died, or

                           (B)      December 31 of the year in which the
                                    Participant would have attained age 70 1/2,

                           whichever is later; or

                  (v)      receive, not later than December 31 of the calendar
                           year which includes the fifth anniversary of the
                           Participant's death, a lump sum which is the
                           Actuarial Equivalent, determined utilizing the
                           Applicable Interest Rate, on

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                           the date on which such lump sum is paid, adjusted as
                           provided in Section 14.09, of the annuity benefit
                           described above.

                  If the Participant's surviving spouse elects to defer
                  commencement of the benefit as provided in (iv) above, the
                  amount payable to the surviving spouse on such deferred
                  commencement date shall be adjusted to take into account the
                  early retirement and contingent annuity factors applicable on
                  such deferred commencement date.

                  "Earliest Retirement Date" means the first day of the calendar
                  month in which the Participant would have been eligible to
                  elect early retirement benefits (under Section 3.04) or
                  minimum early retirement accrued benefits (under Section
                  3.06), or minimum year-end early retirement benefits (under
                  Section 3.07).

         (c)      The Administrative Committee shall provide information
                  concerning this benefit at such time and in such manner as
                  shall be necessary to satisfy the requirements of Code Section
                  417.

         (d)      The provisions of this Section as in effect on August 22,
                  1984, shall apply to any Participant whose Severance Date
                  occurred on or after September 2, 1974, and before March 1,
                  1976, and who was alive and had not reached his or her
                  Retirement Date on August 23, 1984.

         (e)      The spouse of a Participant may waive the benefit under
                  Section 5.01 at any time, provided, however, that any such
                  waiver executed prior to the first day of the Plan Year in
                  which the Participant reaches age 35 shall be void on or after
                  the first day of such Plan Year. Such waiver must be witnessed
                  by a representative of the Administrative Committee or
                  notarized. In the event the Participant establishes, to the
                  satisfaction of the Administrative Committee, that he or she
                  is unable to locate his or her spouse, the Participant will be
                  permitted to waive the payment of this benefit to such spouse.

         (f)      A Participant whose benefit has been suspended as provided in
                  Section 6.11 following his or her Retirement Date shall be
                  entitled to a death benefit as provided in that section.

5.02     DEATH BENEFIT

         Each Participant shall be automatically covered by this benefit during
         each month prior to his or her Retirement Date in which he or she
         accrues a Month of Accrual Service, or, for any Participant who is on a
         leave of absence from a Participating Employer or Non-Participating
         Employer in order to serve in the military forces of the United States,
         any month in which such Participant retains reemployment rights with
         such employers under

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         the laws of the United States.

         Except as provided in Section 6.11, if the Participant should die
         during any such month, the Participant's designated Beneficiary shall
         receive a single sum equal to the Participant's Account Balance. A
         Participant's designated Beneficiary may elect to receive the Account
         Balance as a lump sum or as a fixed single life annuity, which is the
         Actuarial Equivalent of the Participant's Account Balance as of the
         date on which such designated Beneficiary elects to commence such
         annuity benefit, determined utilizing the Applicable Interest Rate on
         such date, adjusted as provided in Section 14.09.

         Unless the spouse of a Participant has filed a waiver under Section
         5.01(e) and has consented to the designation of another Beneficiary
         under this Section 5.02, or the Participant has established, to the
         satisfaction of the Administrative Committee, that he or she is unable
         to locate such spouse, a married Participant's Beneficiary must be his
         or her surviving spouse. Such surviving spouse may elect to receive
         either the benefit provided by this Section or that provided by Section
         5.01. The Administrative Committee shall furnish such surviving spouse
         a written explanation of the benefits provided by Sections 5.01 and
         5.02, in non-technical terms, and the financial impact of each such
         benefit election.

         The designated Beneficiary shall be paid the lump sum benefit provided
         by this Section 5.02 as soon as practical, but in no event later than
         December 31 of the calendar year which includes the fifth anniversary
         of the Participant's date of death. For any designated Beneficiary,
         other than the Participant's surviving spouse electing to receive an
         annuity benefit rather than a lump sum benefit, such annuity must
         commence not later than December 31 of the calendar year following the
         year in which the Participant died. If the designated Beneficiary is
         the Participant's surviving spouse, he or she may elect to defer
         receipt of such annuity benefit as provided in Section 5.01(b)(iv).

         A Participant may name more than one designated Beneficiary. Each
         designated Beneficiary shall be paid the portion of the death benefit
         specified by the Participant for such person payable by reason of the
         death of the Participant. If the Participant does not specify amounts,
         the death benefit shall be divided equally among the surviving primary
         designated Beneficiaries. If any of the named primary designated
         Beneficiaries die before the Participant dies, the deceased
         beneficiary's portion shall be divided equally among the surviving
         primary designated Beneficiaries unless the Participant specifies
         otherwise. If there is no surviving primary designated Beneficiary, the
         total benefit shall be divided equally among the surviving contingent
         designated Beneficiaries, unless the Participant specifies otherwise.

         If there is no properly designated Beneficiary surviving when the
         Participant dies, the death benefit shall be paid to the Participant's
         estate. If there is no estate opened for the Participant pursuant to
         the applicable state and local laws, the death benefit shall be

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         distributed in the following order: to the Participant's surviving
         spouse, if any; if there is no surviving spouse, to the Participant's
         surviving children, if any, equally; if the Participant has no
         surviving spouse or children, then to the Participant's surviving
         parents, if any, equally; if none of the preceding parties survive the
         Participant, then to the Participant's surviving siblings, if any,
         equally.

         "Beneficiary", for purposes of this Section, shall mean an individual,
         trust, or other entity designated by the Participant to receive the
         benefit provided by this Section, provided, however, a married
         Participant may not designate a Beneficiary other than his or her
         spouse, unless the Administrative Committee receives, from such spouse,
         a written consent to such designation along with a timely waiver of the
         spouse in accordance with Section 5.01(e) or the Participant
         establishes, to the satisfaction of the Administrative Committee, that
         he or she is unable to locate such spouse. A Participant's beneficiary
         designation may include contingent beneficiaries. A Participant may
         change his or her beneficiary designation at any time by writing to the
         Administrative Committee. Such change shall take effect as of the date
         the Administrative Committee receives such a written designation,
         whether or not the Participant is alive at such time, but without
         prejudice to the Participating Employers, the Administrative Committee,
         or the Insurance Company as a result of payments made prior to the
         receipt of such designation.

5.03     RELATIONSHIP TO SPOUSE'S BENEFIT OPTION; COST

         The death benefits provided under this Article V replace the
         employee-paid Spouse's Benefit Option in effect hereunder prior to
         March 1, 1980. Though Participants are no longer required to pay for
         the death benefits provided under this Article V, all Spouse's Benefit
         Option premiums paid prior to March 1, 1980, shall remain in the Plan,
         and all Spouse's Benefit Option actuarial reductions of accrued
         benefits experienced prior to March 1, 1980, shall remain in effect.

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                                   ARTICLE VI

                         CHANGE OF STATUS OF PARTICIPANT

6.01     DEATH

         (a)      DEATH BEFORE RETIREMENT DATE -- If the death of a Participant
                  occurs before his or her Retirement Date, no benefit of any
                  kind shall be payable under the Plan with respect to such
                  Participant unless he or she is covered by the benefits
                  described in Article V, in which case the benefit payable
                  shall be determined in accordance with such Article.

         (b)      DEATH ON OR AFTER RETIREMENT DATE -- If the death of a
                  Participant occurs on or after his or her Retirement Date, the
                  benefit, if any, payable under the Plan on account of such
                  death will be determined in accordance with the form of
                  annuity in effect as to the Participant on the date of his or
                  her death, as provided in Article IV.

6.02     SEVERANCE OF EMPLOYMENT

         (a)      Any benefit payable with respect to a Participant whose
                  Severance Date occurs in a Plan Year commencing on or before
                  December 31, 1988, shall be determined as follows:

                  (i)      If the Severance Date of a Participant occurs before
                           he or she has met the requirements for vesting set
                           forth in (a)(ii) of this Section, he or she shall
                           forfeit the full amount of his or her Accrued Benefit
                           and shall thereafter be entitled to no benefit under
                           the Plan, unless he or she is rehired by a
                           Participating Employer or hired by a
                           Non-Participating Employer, in which case he or she
                           will be treated as described in Sections 6.05, 6.06
                           or 6.07, or

                  (ii)     The Participant shall retain a 100% vested,
                           nonforfeitable interest in the full amount of his or
                           her Accrued Benefit if the Severance Date of a
                           Participant occurs on or after he or she has (A)
                           completed 10 or more years of Vesting Service, or (B)
                           attained his or her 55th birthday and completed 5 or
                           more Years of Vesting Service (10 or more Years of
                           Service for Participants in the Hickey-Mitchell
                           Insurance Agency, Inc., Retirement Plan), or (C)
                           attained his or her Normal Retirement Date.

         (b)      Any benefit payable with respect to a Participant whose
                  Severance Date occurs in a Plan Year beginning after December
                  31, 1988, shall be determined as follows:

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                  (i)      If the Severance Date of a Participant occurs before
                           he or she has met the requirements for vesting set
                           forth in (b)(ii) of this Section, he or she shall
                           forfeit the full amount of his or her Accrued Benefit
                           and shall thereafter be entitled to no benefit under
                           the Plan, unless he or she is rehired by a
                           Participating Employer or hired by a
                           Non-Participating Employer, in which case he or she
                           will be treated as described in Sections 6.05, 6.06
                           or 6.07, or

                  (ii)     The Participant shall retain a 100% vested,
                           nonforfeitable interest in the full amount of his or
                           her Accrued Benefit if the Severance Date of a
                           Participant occurs on or after the earliest of:

                           (A)      the Participant's completion of 60 or more
                                    Months of Vesting Service;

                           (B)      the later of

                                    (I)      the Participant's attainment of age
                                             65, or

                                    (II)     the fifth anniversary of the first
                                             day of the calendar month in which
                                             the Participant first accrued a
                                             Month of Participation Service,
                                             Month of Farmland Participation
                                             Service, Month of Nationwide
                                             Participation Service, or Month of
                                             Wausau Participation Service;

                           (C)      the date the Participant transfers to the
                                    status of Agent, if such transfer occurs on
                                    or after January 1, 1994, or the Participant
                                    was an Agent on January 1, 1994

                           (D)      the Participant's date of death, if the
                                    Participant accrues a Month of Vesting
                                    Service in the month is which his or her
                                    death occurs.

                  Unless the Participant is eligible to elect an early
                  retirement benefit in accordance with Sections 3.04, 3.06 or
                  3.07, the Accrued Benefit retained to a Participant's credit
                  in accordance with this Section shall provide him or her with
                  a annuity commencing on his or her Normal Retirement Date.

                  Notwithstanding the preceding provisions of this subsection,
                  each Participant employed by a Participating Employer on
                  November 1, 1998, and employed by Wausau Service Corporation
                  or Liberty Mutual Insurance Company on January 1, 1999, shall
                  have a 100% vested, nonforfeitable interest in the full amount
                  of his or her Accrued Benefit.

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          (c)     The Participant shall retain, at all times, a 100% vested,
                  nonforfeitable interest in the full amount of his or her
                  Employee Contributions, and Interest.

6.03     DISABILITY

         Anything in the Plan to the contrary notwithstanding, if a Participant:

         (a)      becomes eligible for and receives disability benefits under
                  the Social Security Act (or would have received such benefits
                  but for his or her death, attainment of an age at which he or
                  she is no longer eligible for such benefits, or, for
                  disabilities commencing on or after January 1, 2002, return to
                  active service within 155 days after becoming eligible for and
                  receiving disability income benefits under a plan maintained
                  by the Participating Employers, prior to the end of the
                  waiting period for such benefits), or

         (b)      for disabilities commencing on or after January 1, 1992,
                  applies for disability benefits under the Social Security Act,
                  his or her eligibility for such benefits is denied by the
                  Social Security Administration and the Participant exhausts
                  all available administrative appeals of such denial, and

         if such Participant is eligible for and receives disability income on
         account of such disability under a plan maintained by the Participating
         Employers, such Participant will accrue a Month of Participation
         Service (if he or she was an Employee and a Participant on the date he
         or she became disabled), a Month of Accrual Service, and a Month of
         Vesting Service for each month that he or she receives benefits:

         (c)      under the Social Security Act, including the waiting period
                  therefore, or would have received such benefits if

                  (i)      his or her final appeal of the denial of eligibility
                           had been successful or

                  (ii)     he or she had not

                           (A)      died,

                           (B)      attained an age at which he or she is no
                                    longer eligible for such benefits, or

                           (C)      for disabilities commencing on or after
                                    January 1, 2002, returned to active service
                                    within 155 days after becoming eligible for
                                    and receiving disability income benefits
                                    under a plan maintained by the Participating
                                    Employers,

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                  prior to the end of the waiting period for such benefits, and

         (d)      under the disability income plan maintained by the
                  Participating Employers.

         For the purpose of determining his or her accrued benefit, such a
         Participant's base salary in effect when he or she became disabled
         shall be deemed to continue during the period in which he or she is
         accruing Months of Participation Service in accordance with the
         preceding sentence. In the event:

         (e)      such Participant is denied benefits under the Social Security
                  Act, for disabilities commencing prior to January 1, 1992;

         (f)      such Participant is denied benefits under the disability
                  income plan maintained by the Participating Employers; or

         (g)      for disabilities commencing on or after January 1, 1992, such
                  Participant fails to complete an appeal of a denial of
                  benefits under the Social Security Act,

         and if the Participant does not, coincident with such denial or failure
         to appeal, resume active employment with an Employer or a
         Non-Participating Employer, such Participant's Severance Date shall be
         the last date for which he or she receives sick leave benefits from a
         Participating Employer, and he or she shall not accrue any additional
         Months of Vesting Service, Months of Accrual Service, or Months of
         Participation Service following such date unless later rehired by a
         Participating Employer or Non-Participating Employer.

         If the disability benefits payable to the Participant under:

         (h)      the Social Security Act terminate and Participant fails to
                  complete an appeal of such termination, or

         (i)      the disability income plan maintained by the Participating
                  Employers terminate,

         and if the Participant does not, coincident with such termination or
         failure to appeal, resume active employment with an Employer or a
         Non-Participating Employer, such Participant's Severance Date shall be
         deemed to have occurred as of the last day of the calendar month in
         which such disability benefits terminate, and he or she shall not
         accrue any additional Months of Vesting Service, Months of Accrual
         Service, or Months of Participation Service following such date unless
         later rehired by a Participating Employer or Non-Participating
         Employer. If the Participant resumes active employment with a
         Participating Employer he or she shall resume his or her status in the
         Plan as an active Participant.


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         For a disabled Participant who ceases to accrue Months of Participation
         Service in accordance with this Section 6.03 prior to January 1, 1994,
         his or her Accrued Benefit shall be increased by a cumulative 2.5% for
         each March 1 after his or her disability income payments began and
         before his or her retirement benefit is to begin, excluding any such
         March 1 on which he or she was not receiving disability income and
         Social Security benefits. Should such a Participant resume active
         employment with a Participating Employer or Non-Participating Employer
         when the accrual of such Months of Participation Service ceases, his or
         her Accrued Benefit hereunder after such resumption shall not be less
         than the increased amount determined in accordance with this paragraph.
         Such increase shall be effected by adjusting the portion of the Accrued
         Benefit which is not integrated with Social Security to the extent
         required to augment the entire amount to the level described in the
         preceding sentence.

         The Covered Compensation of a Participant who accrues a Month of
         Participation Service on or after January 1, 1994, in accordance with
         this Section 6.03, shall be determined, for purposes of calculating his
         or her Accrued Benefit, in the normal manner, except as provided below.
         Covered Compensation for purpose of the FAP Benefit described in
         Section 3.01, shall be credited at the rate of 1/12 of the greatest of
         the amounts described in (j)(i) through (iii) below, adjusted as
         provided below, for each month in which a Month of Participation
         Service is accrued. For purposes of determining the Pay Credits of a
         Participant accruing Months of Participation Service pursuant to this
         Section 6.03, an initial credit of Pay Credits that would have accrued
         from the date of disability to the date on which the Participant is
         determined to be eligible for benefits under this section shall be
         credited to the Participant's Account Balance on the Payday following
         such determination, based on the Covered Compensation that was in
         effect under this section from time to time. No Interest Credits will
         be credited with respect to such Pay Credits for periods prior to the
         date they are credited to the Participant's Account Balance.
         Thereafter, a pro rata portion of the Covered Compensation, determined
         by dividing the Covered Compensation of the Participant, calculated as
         provided in the second preceding sentence of this section, by the
         number of Paydays in the Plan Year, shall be treated as paid each
         Payday for services performed as an Employee. Such Covered Compensation
         shall be increased as follows:

         (j)      the initial increase in the rate of Covered Compensation
                  credited shall occur effective as of January 1, of the year in
                  which the Participant first became eligible for and received
                  disability income and Social Security benefits, or would have
                  received such benefits but for the applicable waiting periods
                  for such benefits or, for Plan Years beginning on or after
                  January 1, 2001, the denial of eligibility for such benefits
                  by the Social Security Administration following his or her
                  exhaustion of all available administrative appeals of denials
                  (the Disability Year), if Participant's Covered Compensation
                  for the calendar year preceding the Disability Year is greater
                  than Participant's Covered Compensation for the Disability
                  Year, determined without regard to this section; otherwise,
                  the initial

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                  increase in the rate of Covered Compensation credited shall be
                  effective on January 1, of the calendar year following the
                  Disability Year; and, in either event, the rate of Covered
                  Compensation credited shall be increased to 102.5% of the
                  greatest of:

                  (i)      Participant's annual base salary in effect on the
                           date the Participant first became eligible for and
                           received disability income and Social Security
                           benefits, would have received such benefits but for
                           the applicable waiting periods for such benefits, or,
                           for Plan Years beginning on or after January 1, 2001,
                           accrue Months of Participation Service under this
                           section;

                  (ii)     Participant's Covered Compensation for the Disability
                           Year, determined without regard to this section; or

                  (iii)    Participant's Covered Compensation for the calendar
                           year preceding the Disability Year; and

         (k)      subsequent increases in the rate of Covered Compensation
                  credited will be effective on each January 1, following the
                  initial increase, for as long as the Participant continues to
                  receive disability income and Social Security benefits, or,
                  for Plan Years beginning on or after January 1, 2001, accrue
                  Months of Participation Service under this Section, and the
                  rate of Covered Compensation for each calendar year shall be
                  equal to 102.5% of the rate of Covered Compensation credited
                  in the prior year under this Section.

6.04     TRANSFERRED PARTICIPANTS

         The transfer of a Participant from employment with an Employer to
         employment with a Non-Participating Employer, although such transfer
         does constitute a severance of the employer-employee relationship
         between the Participant and the Employers, shall not, for the purposes
         of this Plan, only, be considered a Termination of Employment.
         Termination of Employment with respect to such a Participant will be
         deemed to occur when he or she ceases to be an employee of any Employer
         or Non-Participating Employer. The severance of a Participant's
         employment with one Employer concurrent with his or her hire by a
         Participating Employer or a Non-Participating Employer shall not be
         deemed to be a Termination of Employment or Severance Date under the
         Plan.

         For the purpose of determining his or her Years of Vesting Service,
         Months of Vesting Service, and his or her vested interest under Section
         6.02, any period during which a Participant was in the employ of a
         Non-Participating Employer, or, prior to January 1, 1994, in the status
         of an Agent, whether or not such period occurred before or after his or
         her period of participation hereunder as long as it was occasioned by a
         direct transfer from Agent Status or employment with a
         Non-Participating Employer to employment


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         with a Participating Employer or by direct transfer from employment
         with a Participating Employer to the status of Agent or to employment
         with a Non-Participating Employer, shall, together with his or her
         employment with the Participating Employers, be deemed to be continuous
         employment with the Participating Employers. Any such individual in the
         status of Agent as of January 1, 1994, shall be deemed to have
         terminated employment on December 31, 1993, and shall be 100% vested in
         any accrued benefit in this Plan. The computation period to be used in
         determining such a Participant's Years of Vesting Service shall be the
         12 month period beginning with the first day of such continuous
         employment and each 12 month period beginning on an anniversary of such
         first day.

         A person who is transferred from the status of Agent or from employment
         with a Non-Participating Employer to the employ of a Participating
         Employer shall become a Participant hereunder (or shall resume active
         participation hereunder) on the first day of the calendar month
         coinciding with or next following the later of the date of transfer or
         the date such person first satisfied the eligibility requirements of
         Article II. A Participant shall accrue a Month of Participation Service
         for each calendar month on or after the date of transfer. However, in
         no event may more than one Month of Participation Service be credited
         for any calendar month under this Plan or any other defined benefit
         plan maintained by a Non-Participating Employer.

         The Accrued Benefit of any Participant who is transferred to the employ
         of a Non-Participating Employer shall be calculated using Final Average
         Compensation determined by taking into account Covered Compensation for
         periods of service with such Non-Participating Employer as it was
         Covered Compensation received from a Participating Employer.

         The Accrued Benefit of a Participant who was transferred from the
         employ of a Non-Participating Employer to the employ of a Participating
         Employer shall be calculated using Final Average Compensation
         determined by taking into account his or her Covered Compensation for
         periods of service with such Non-Participating Employer as if it was
         Covered Compensation received from a Participating Employer.

         If an employee's employment classification is changed from ineligible
         (does not meet the definition of Employee) to eligible (does meet such
         definition) he or she shall become a Participant hereunder on the later
         of the date of the change in classification or the date on which such
         employee meets the eligibility requirements of Article II. No Month of
         Participation Service shall be credited to a Participant on or after
         the first day of the calendar month following the date his or her
         employment status changes from eligible to ineligible and during the
         period he or she is employed in an ineligible status. Months of
         Participation Service of a Participant whose employment status changes
         from ineligible to eligible shall be determined in accordance with
         Sections 6.05(a)(iii), 6.06 or 6.07 as if the date of change were his
         or her date of rehire, provided, however, that in no event may

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         more than one Month of Participation Service be credited for any
         calendar month. Final Average Compensation of a Participant described
         in this paragraph shall not include compensation for any period during
         which he or she was in an ineligible employment status.

         Any person who was an employee of Insurance Intermediaries, Inc., on
         May 31, 1979, shall be treated in accordance with the preceding
         paragraphs of this Section as if he or she had transferred from the
         employ of a Non-participating Employer to a Participating Employer
         hereunder on June 1, 1979, subject to the following paragraph.

         Any person referred to in the preceding paragraph who was not a
         Participant in the Gates, McDonald and Company 1976 Restated Retirement
         Plan on May 31, 1979, shall become a Participant hereunder on the June
         1, September 1, December 1, or March 1, whichever is applicable, which
         coincides with or next follows the date he or she completes the
         eligibility requirements specified in Article II.

6.05     REHIRE PRIOR TO JULY 1, 1998, BY PARTICIPATING EMPLOYER OR
         NON-PARTICIPATING EMPLOYER OF EMPLOYEES WITH AN INITIAL DATE OF HIRE
         PRIOR TO THE FIRST DAY OF THE FIRST PLAN YEAR COMMENCING AFTER DECEMBER
         31, 1988

         If, prior to July 1, 1998, a former Employee of a Participating
         Employer other than Farmland or Wausau, with an Hour of Service prior
         to the first day of the first Plan Year commencing after December 31,
         1988, is rehired by a Participating Employer or hired by a
         Non-Participating Employer, or if a former employee of a
         Non-Participating Employer other than Farmland or Wausau is hired by a
         Participating Employer, he or she shall be treated as follows:

         (a)      FORMER EMPLOYEE OF PARTICIPATING EMPLOYER REHIRED BY A
                  PARTICIPATING EMPLOYER

                  (i)      If he or she was a Participant in the Plan upon his
                           or her prior Severance Date, he or she shall become a
                           Participant again on the first day of the calendar
                           month coinciding with or next following the date of
                           rehire, provided he or she is then an Employee.

                           Each other rehired Employee shall become a
                           Participant in the Plan as provided in Article II
                           except that any Year(s) of Service to the Employee's
                           credit upon his or her prior Severance Date shall be
                           restored to his or her credit at rehire and his or
                           her period of absence between such Severance Date and
                           rehire shall not be deemed to constitute a Break in
                           Service having the effect of eliminating any such
                           Year(s) of Service.

                  (ii)     His or her Months of Vesting Service on and after his
                           or her date of rehire

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                           shall be equal to the sum of his or her Months of
                           Vesting Service, converted , as appropriate, from
                           Years of Vesting Service, during the period of his or
                           her employment prior to rehire, and his or her Months
                           of Vesting Service, converted, as appropriate, from
                           Years of Vesting Service, during his or her period of
                           employment subsequent to rehire, using a 12 month
                           Computation Period beginning on original Date of Hire
                           and each anniversary thereof for his or her original
                           period of employment, and a 12 month Computation
                           Period beginning on date of rehire and each
                           anniversary thereof for his or her employment after
                           rehire, provided, however, that if the Severance Date
                           and rehire both occurred during the original
                           Computation Period, his or her Years of Vesting
                           Service will be computed from his or her original
                           Date of Hire with either no credit or a full Year of
                           Vesting Service being credited for the Computation
                           Period in which the Severance Date and rehire
                           occurred, depending upon whether he or she completed
                           1,000 Hours of Service during such Computation
                           Period. If the Participating Employers' records are
                           insufficient to determine the exact number of hours
                           or to yield a reliable approximation of the number of
                           hours worked during any period of employment before
                           rehire and before March 1, 1976, the Participant
                           shall be credited with 1 Year of Vesting Service for
                           each Computation Period or portion thereof during
                           such period of employment in which he or she was
                           employed for at least 6 months.

                  (iii)    His or her Months of Participation Service on and
                           after his or her date of rehire shall be equal to the
                           sum of his or her Months of Participation Service
                           earned after date of rehire, plus the larger of the
                           Months of Participation Service to his or her credit
                           upon his or her prior severance of employment under
                           the terms of the Plan then in effect determined by
                           crediting 12 Months of Participation Service for each
                           Year of Benefit Service credited at that time, or the
                           number of Months of Participation Service during the
                           previous period of employment with the Participating
                           Employer, determined as if the requirements for
                           participation set forth in Article II had always been
                           in effect.

                  (iv)     In no event will the Accrued Benefit of a rehired
                           Participant be less than his or her vested Accrued
                           Benefit under the Plan at his or her prior Severance
                           Date except for such reduction as may be required in
                           accordance with Sections 6.11 or 14.09.

         (b)      FORMER EMPLOYEE OF A NON-PARTICIPATING EMPLOYER HIRED BY A
                  PARTICIPATING EMPLOYER

                  (i)      An Employee in this category shall be treated in
                           accordance with (i) and


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                           (ii) of Subsection (a) of this Section for the
                           purposes of determining the date he or she shall
                           become a Participant hereunder and his or her Months
                           of Vesting Service as if his or her years of
                           employment with the Non-Participating Employer were
                           years of employment with the Participating Employers
                           prior to rehire.

                  (ii)     Such an Employee's Months of Participation Service
                           shall be computed in the normal manner. His or her
                           Covered Compensation for periods of service with such
                           Non-Participating Employer shall be taken into
                           account for the purpose of determining his or her
                           Final Average Compensation hereunder.

         (c)      FORMER EMPLOYEE OF A PARTICIPATING EMPLOYER HIRED BY A
                  NON-PARTICIPATING EMPLOYER

                  (i)      A former Employee in this category shall be treated
                           in accordance with (ii) of Subsection (a) of this
                           Section for the purpose of determining his or her
                           Months of Vesting Service as if his or her years of
                           employment with the Non-Participating Employer were
                           years of employment with the Participating Employers
                           subsequent to rehire.

                  (ii)     As of the first day of the calendar month coinciding
                           with or next following his or her Date of Hire by the
                           Non-Participating Employer, such former Employee's
                           Accrued Benefit shall be reconstructed hereunder and
                           restored to his or her credit as if such former
                           Employee's Date of Hire by the Non-Participating
                           Employer were date of rehire by a Participating
                           Employer in accordance with (iii) and (iv) of
                           Subsection (a) of this Section.

                           Although Months of Participation Service shall not
                           accrue to his or her credit for years of employment
                           with the Non-Participating Employer, his or her
                           Covered Compensation for periods of service with such
                           a Non-Participating Employer shall be taken into
                           account for the purpose of determining his or her
                           Final Average Compensation hereunder, which shall
                           affect the amount of Accrued Benefit restored to his
                           or her credit upon being hired by the
                           Non-Participating Employer. Increases in Social
                           Security Covered Compensation will also affect such
                           Accrued Benefit.

                  (iii)    A former Employee whose Accrued Benefit is restored
                           in accordance with this Subsection (c) shall be
                           deemed to be a Participant hereunder as to such
                           Accrued Benefit. Termination of Employment or
                           subsequent Retirement Date, if applicable, of such a
                           Participant shall be deemed to occur upon the
                           severance of the Participant's employment
                           relationship with the Non-Participating Employer
                           unless such severance is concurrent


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                           with his or her transfer to the employ of another
                           Non-Participating Employer or a Participating
                           Employer.

         (d)      For purposes of this Section, any Month of Participation
                  Service earned prior to January 1, 1996, under the terms of
                  this Plan as then in effect (and any Months of Participation
                  Service credited for Years of Benefit Service) shall be
                  treated as Months of Nationwide Participation Service.

6.06     RECREDIT OF SERVICE AT REHIRE FOR EMPLOYEES WITH AN INITIAL DATE OF
         HIRE ON OR AFTER THE FIRST DAY OF THE FIRST PLAN YEAR COMMENCING AFTER
         DECEMBER 31, 1988, OR EMPLOYEES REHIRED ON OR AFTER JULY 1, 1998

         (a)      Eligibility Service

                  (i)      If a former employee whose first Hour of Service was
                           on or after the first day of the first Plan Year
                           commencing after December 31, 1988, or whose most
                           recent Date of Hire is on or after July 1, 1998, and
                           who had not satisfied the eligibility requirements in
                           accordance with Article II of the Plan, is rehired,
                           eligibility hereunder and the effective date of
                           participation shall be determined in accordance with
                           Article II except that:

                           (A)      if rehired before incurring a One Year
                                    Break-in-Service, the gap in employment
                                    shall not eliminate Months of Eligibility
                                    Service completed before such gap in
                                    employment, and such rehired employee shall
                                    be credited with a Month of Eligibility
                                    Service for each calendar month between his
                                    or her Severance Date and his or her most
                                    recent Date of Hire if he or she does not
                                    incur a One Year Break-in-Service during the
                                    gap in employment, provided, however, that
                                    in the event the employee's Severance Date
                                    occurs during a Bridge Period in which he or
                                    she was absent from service for a reason
                                    other than resignation, retirement, or
                                    discharge, the employee will be credited
                                    with Months of Eligibility Service for the
                                    period between the initial date of such
                                    absence and the most recent Date of Hire if
                                    such recent Date of Hire is within the
                                    Bridge Period beginning on such initial date
                                    of absence, provided, further, however, that
                                    only one Month of Eligibility Service shall
                                    be credited for any calendar month; and

                           (B)      if rehired after incurring a One Year
                                    Break-in-Service:

                                    (I)      any Months of Eligibility Service
                                             credited before such One Year
                                             Break-in-Service shall be restored
                                             to his or her credit once he or she
                                             completes twelve Months of
                                             Eligibility

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                                    Service (306 days of service, if rehired
                                    between August 1, 1999, and December 31,
                                    2001) following his or her most recent Date
                                    of Hire, the effective date of his or her
                                    participation shall be the first day of the
                                    calendar month following such restoration,
                                    and he or she shall be credited, on the date
                                    such service is restored, with a Month of
                                    Participation Service for each calendar
                                    month in which he or she had Service,
                                    commencing with the month in which he or she
                                    would have become a Participant in the Plan
                                    taking into account both the restored Months
                                    of Eligibility Service and any Months of
                                    Eligibility Service earned since his or her
                                    most recent Date of Hire, and ending with
                                    the month in which such restoration
                                    occurred, and

                           (II)     the Computation Period for determining
                                    Months of Eligibility Service after rehire
                                    shall be the 12 month period beginning on
                                    the most recent Date of Hire and each
                                    anniversary of such date; and

                  (C)      if rehired after incurring five consecutive One Year
                           Breaks-in-Service, the former employee shall receive
                           no credit for Months of Eligibility Service earned
                           prior to the period of severance and the effective
                           date of his or her participation shall be determined
                           under Article II.

                  An employee who is transferred from the employ of a
                  Non-Participating Employer to the employ of a Participating
                  Employer, or who is hired by a Participating Employer
                  following a termination of employment with a Non-Participating
                  Employer shall be treated in accordance with the immediately
                  preceding paragraph as if service with the Non-Participating
                  Employer were Service with the Participating Employer.

         (ii)     If a former employee, whose first Hour of Service was on or
                  after the first day of the first Plan Year commencing after
                  December 31, 1988, or whose most recent Date of Hire is on or
                  after July 1, 1998, and who satisfied the eligibility
                  requirements of Article II, and who was not vested in
                  accordance with Section 6.02 of the Plan, is rehired,
                  eligibility hereunder and the effective date of participation
                  shall be determined in accordance with Article II except that:

                  (A)      if rehired before incurring a One Year
                           Break-in-Service, the gap in employment shall not
                           eliminate Months of Eligibility Service completed
                           before such gap in employment, the effective date of

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                           participation shall be the most recent Date of Hire
                           if such individual is an Employee at such time, and
                           the employee shall be credited with one Month of
                           Eligibility Service for each calendar month during
                           such gap in Employment, provided, however, that in
                           the event the employee's Severance Date occurs during
                           a Bridge Period in which he or she was absent from
                           service for a reason other than resignation,
                           retirement, or discharge, the employee will be
                           credited with Months of Eligibility Service for the
                           period between the initial date of such absence and
                           the most recent Date of Hire if such Date of Hire is
                           within the Bridge Period beginning on such initial
                           date of absence, provided, further, however, that
                           only one Month of Eligibility Service shall be
                           credited for any calendar month,

                  (B)      if rehired after incurring a One Year
                           Break-in-Service, but prior to incurring 5
                           consecutive One Year Breaks-in-Service, any Months of
                           Eligibility Service earned before such One Year
                           Break-in-Service shall be restored to his or her
                           credit once he or she completes twelve Months of
                           Eligibility Service (306 days of service, if rehired
                           between August 1, 1999, and December 31, 2001)
                           following his or her most recent Date of Hire, the
                           effective date of his or her participation shall be
                           the first day of the calendar month following such
                           restoration, and he or she shall be credited, on the
                           date such service is restored, with a Month of
                           Participation Service for each calendar month in
                           which he or she had Service commencing with the month
                           in which his or her most recent Date of Hire occurred
                           and ending with the month in which such restoration
                           occurred, or



                  (C)      if rehired after incurring five consecutive One Year
                           Breaks-in-Service, the former employee shall receive
                           no credit for Months of Eligibility Service or Years
                           of Service earned prior to the period of severance
                           and the effective date of his or her participation
                           shall be determined under Article II.

                           An employee who is transferred from the employ of a
                           Non-Participating Employer to the employ of a
                           Participating Employer, or who is hired by a
                           Participating Employer following a termination of
                           employment with a Non-Participating Employer shall be
                           treated in accordance with the immediately preceding
                           paragraph as if service with the Non-Participating
                           Employer were


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                           service with a Participating Employer.

                  (iii)    If a former employee whose first Hour of Service was
                           on or after the first day of the first Plan Year
                           commencing after December 31, 1988, or whose most
                           recent Date of Hire is on or after July 1, 1998, and
                           who was vested under Section 6.02 of the Plan, is
                           rehired, all Months of Eligibility Service and all
                           Years of Service shall be restored on the most recent
                           Date of Hire and the effective date of participation
                           shall be such Date of Hire if such individual is an
                           Employee at such time, and, if rehired before
                           incurring a One Year Break-in-Service, the employee
                           shall be credited with one Month of Eligibility
                           Service for each month during such gap in Employment,
                           provided, however, that in the event the employee's
                           Severance Date occurs during a Bridge Period in which
                           he or she was absent from service for a reason other
                           than resignation, retirement, or discharge, the
                           employee will be credited with Months of Eligibility
                           Service for the period between the initial date of
                           such absence and the Date of Hire if such Date of
                           Hire is within the Bridge Period beginning on such
                           initial date of absence, provided, further, however,
                           that only one Month of Eligibility Service shall be
                           credited for any calendar month.

         (b)      Vesting Service

                  (i)      If a former employee whose first Hour of Service was
                           on or after the first day of the first Plan Year
                           commencing after December 31, 1988, or whose most
                           recent Date of Hire is on or after July 1, 1998, and
                           who was not vested in accordance with Section 6.02 of
                           the Plan, is rehired, vesting hereunder shall be
                           determined in accordance with Section 6.02 except
                           that:

                           (A)      if rehired before incurring a One Year
                                    Break-in-Service, the gap in employment
                                    shall not eliminate Months of Vesting
                                    Service completed before such gap in
                                    employment, and such pre-gap Months of
                                    Vesting Service shall be re-credited on his
                                    or her most recent Date of Hire, and the
                                    employee shall be credited with one Month of
                                    Vesting Service for each calendar month
                                    during such gap in employment, provided,
                                    however, that in the event the employee's
                                    Severance Date occurs during a Bridge Period
                                    in which he or she was absent from service
                                    for a reason other than resignation,
                                    retirement, or discharge, the employee will
                                    be credited with Months of Vesting Service
                                    for the period between the initial date of
                                    such absence and the most recent Date of
                                    Hire if such Date of Hire is within the
                                    Bridge Period beginning onsuch

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                                    initial date of absence, provided, further,
                                    however, that only one Month of Vesting
                                    Service shall be credited for any calendar
                                    month,

                           (B)      if rehired after incurring a One Year
                                    Break-in-Service, but prior to incurring 5
                                    consecutive One Year Breaks-in-Service, any
                                    Months of Vesting Service earned before such
                                    One Year Breaks-in-Service shall be restored
                                    to his or her credit once he or she
                                    completes twelve Months of Eligibility
                                    Service (306 days of service, if rehired
                                    between August 1, 1999, and December 31,
                                    2001) following his or her most recent Date
                                    of Hire, and

                           (C)      if rehired after incurring five consecutive
                                    One Year Breaks-in-Service, the employee
                                    shall receive no credit for Months of
                                    Vesting Service earned prior to the period
                                    of severance.

                                    An employee who is transferred from the
                                    employ of a Non-Participating Employer to
                                    the employ of a Participating Employer, or
                                    who is hired by a Participating Employer
                                    following a termination of employment with a
                                    Non-Participating Employer shall be treated
                                    in accordance with the immediately preceding
                                    paragraph as if service with the
                                    Non-Participating Employer were service with
                                    the Participating Employers.

                  (ii)     If a former employee whose first Hour of Service was
                           on or after the first day of the first Plan Year
                           commencing after December 31, 1988, or whose most
                           recent Date of Hire is on or after July 1, 1998, and
                           who was 100% vested in accordance with Section 6.02,
                           is rehired, all Months of Vesting Service shall be
                           restored on the most recent Date of Hire, and, if
                           rehired before incurring a One Year Break-in-Service,
                           the employee shall be credited with one Month of
                           Vesting Service for each calendar month during such
                           gap in Employment, provided, however, that in the
                           event the employee's Severance Date occurs during a
                           Bridge Period in which he or she was absent from
                           service for a reason other than resignation,
                           retirement, or discharge, the employee will be
                           credited with Months of Vesting Service for the
                           period between the initial date of such absence and
                           the most recent Date of Hire if such Date of Hire is
                           within the Bridge Period beginning on such initial
                           date of absence, provided, further, however, that
                           only one Month of Vesting Service shall be credited
                           for any calendar month.

         (c)      Participation Service

                  (i)      If a former employee whose first Hour of Service was
                           on or after the first


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                           day of the first Plan Year commencing after December
                           31, 1988, or whose most recent Date of Hire is on or
                           after July 1, 1998, and who was not vested in
                           accordance with Section 6.02 of the Plan, is rehired,
                           Months of Participation Service hereunder shall be
                           determined in the normal manner except that:

                           (A)      if rehired before incurring a One Year
                                    Break-in-Service, the gap in employment
                                    shall not eliminate Months of Participation
                                    Service earned before such gap in
                                    employment, and such pre-gap Months of
                                    Participation Service shall be recredited to
                                    the Participant on his or her most recent
                                    Date of Hire, and

                           (B)      if rehired after incurring a One Year
                                    Break-in-Service due to a gap in employment,
                                    but prior to incurring 5 consecutive One
                                    Year Breaks-in-Service, any Month of
                                    Participation Service earned before such One
                                    Year Break-in-Service shall be restored to
                                    his or her credit once he or she completes
                                    twelve Months of Eligibility Service (306
                                    days of service, if rehired between August
                                    1, 1999, and December 31, 2001) following
                                    his or her most recent Date of Hire.

                           (C)      if rehired after incurring five consecutive
                                    One Year Breaks-in-Service due to a gap in
                                    employment, the former employee shall
                                    receive no credit for Months of
                                    Participation Service earned prior to the
                                    period of severance.



                                    An employee who is transferred from the
                                    employ of a Non-Participating Employer to
                                    the employ of a Participating Employer, or
                                    who is hired by a Participating Employer
                                    following a termination of employment with a
                                    Non-Participating Employer shall be treated
                                    in accordance with the immediately preceding
                                    paragraph as if service with the
                                    Non-Participating Employer were service with
                                    the Participating Employers.

                  (ii)     If a former employee whose first Hour of Service was
                           on or after the first day of the first Plan Year
                           commencing after December 31, 1988, or whose most
                           recent Date of Hire is on or after July 1, 1998, and
                           who was vested under Section 6.02 of the Plan, is
                           rehired, all Months of Participation Service shall be
                           restored.

         (d)      Accrual Service

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                  (i)      If a former employee who accrued a Month of Accrual
                           Service after January 1, 2002, who has a Severance
                           Date after that date, whose most recent Date of Hire
                           is after that date, and who was not vested in
                           accordance with Section 6.02 of the Plan, is rehired,
                           Months of Accrual Service hereunder shall be
                           determined in the normal manner except that:

                           (A)      if rehired before incurring 5 consecutive
                                    One Year Breaks-in-Service, the gap in
                                    employment shall not eliminate Months of
                                    Accrual Service earned before such gap in
                                    employment, and such pre-gap Months of
                                    Accrual Service shall be recredited on his
                                    or her most recent Date of Hire, and

                           (B)      if rehired after incurring five consecutive
                                    One Year Breaks-in-Service due to a gap in
                                    employment, the former employee shall
                                    receive no credit for Months of Accrual
                                    Service earned prior to the period of
                                    severance.

                                    An employee who is transferred from the
                                    employ of a Non-Participating Employer to
                                    the employ of a Participating Employer, or
                                    who is hired by a Participating Employer
                                    following a termination of employment with a
                                    Non-Participating Employer shall be treated
                                    in accordance with the immediately preceding
                                    paragraph as if service with the
                                    Non-Participating Employer were service with
                                    the Participating Employers.

                  (ii)     If a former employee who accrued a Month of Accrual
                           Service after January 1, 2002, who has a Severance
                           Date after that date, whose most recent Date of Hire
                           is after that date, and who was vested under Section
                           6.02 of the Plan, is rehired, all Months of Accrual
                           Service shall be recredited on his or her most recent
                           Date of Hire.

         (e)      Account Balance

                  Except as provided in Section 6.11, if a Participant, who
                  accrued a Month of Accrual Service after January 1, 2002, and
                  who has a Severance Date after that date, is rehired after
                  that date, his or her Account Balance shall be reestablished
                  with a credit equal to the present value of his or her
                  Residual Annuity Benefit, if any, determined on such Date of
                  Hire based on the Applicable Interest Rate, adjusted as
                  provided in Section 14.09, on such Date of Hire. If such
                  Participant received a distribution of his or her Available
                  Cash Benefit, Lump Sum Benefit or Mandatory Cash Benefit, and
                  repays such benefit in accordance with Section 14.09, his or
                  her Account Balance shall be credited, on the date of such

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<PAGE>

                  repayment, with the present value, determined on the date of
                  such repayment, of the portion of his or her Accrued Benefit
                  which was eliminated as a result of such distribution,
                  determined based on the Applicable Interest Rate, adjusted as
                  provided in Section 14.09, on such date of repayment.

6.07     REHIRE OF FORMER FARMLAND OR WAUSAU EMPLOYEES

         (a)      For Employees whose first Hour of Service with Farmland or
                  Wausau occurred after December 31, 1995, or who are rehired on
                  or after July 1, 1998, the rules of Section 6.06 of this Plan
                  shall apply.

         (b)      For Employees whose first Hour of Service with Farmland
                  occurred before January 1, 1996, and who are rehired prior to
                  July 1, 1998:

                  (i)      if the Employee's rehire occurs before he or she has
                           incurred five consecutive One Year Breaks-in-Service:

                           (A)      such Employee shall be eligible to
                                    participate on the first day of the calendar
                                    month following his or her most recent Date
                                    of Hire,

                           (B)      such Employee's Creditable Service and
                                    Vesting Service credited under the Farmland
                                    Plan prior to his or her Severance Date
                                    shall be immediately restored, and

                           (C)      if such rehire occurs before the Employee
                                    incurs a One Year Break-in-Service, the
                                    Employee shall receive a Month of Vesting
                                    Service for each calendar month during such
                                    gap in employment, provided, however, that
                                    only one Month of Vesting Service shall be
                                    credited for any calendar month, or

                  (ii)     if the Employee's rehire occurs after he or she has
                           incurred five consecutive One Year Breaks-in-Service:

                           (A)      such Employee shall be eligible to
                                    participate on:

                                    (I)     October 1 following his or her most
                                            recent Date of Hire if such date
                                            occurs in the first half of a
                                            calendar year, or

                                    (II)    April 1 following his or her most
                                            recent Date of Hire if such date
                                            occurs in the second half of a
                                            calendar year; and

                           (B)      such Employee's Creditable Service and
                                    Vesting Service credited under the Farmland
                                    Plan prior to his or her Severance Date
                                    shall be

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                                    immediately restored if the Employee was a
                                    vested participant as of the Severance Date.

         (c)      For Employees whose first Hour of Service with Wausau occurred
                  before January 1, 1996, and who are rehired prior to July 1,
                  1998:

                  (i)      if the Employee was eligible to participate in the
                           Wausau Plan as of his or her Severance Date, he or
                           she shall be eligible to participate in this Plan as
                           of the first day of the calendar month following the
                           Employee's most recent Date of Hire if he or she is
                           otherwise eligible to participate, and his or her
                           Years of Service, Vesting Service and Credited
                           Service credited under the Wausau Plan prior to his
                           or her Severance Date shall be immediately restored;
                           and

                  (ii)     if the Employee was not eligible to participate in
                           the Wausau Plan as of his or her Severance Date, he
                           or she shall become eligible to participate on the
                           later of:

                           (A)      the anniversary of his or her Date of Hire,
                                    or

                           (B)      the first day of the calendar month
                                    following his or her most recent Date of
                                    Hire,



                           if he or she is otherwise eligible to participate,
                           and his or her Years of Service, Vesting Service and
                           Credited Service credited under the Wausau Plan prior
                           to his or her Severance Date shall be immediately
                           restored.

6.08     NO DIVESTITURE FOR CAUSE

         In no event shall a Participant with a vested interest under Section
         6.02, or who would have a vested interest in accordance with such
         Section if his or her Termination of Employment occurred, be divested
         for cause.

6.09     NON-DUPLICATION OF BENEFITS

         In no event shall application of the provisions of Sections 6.04
         through 6.07 concerning transferred Employees and rehired Employees
         result in a duplication of benefits upon re-entry into the Plan with
         respect to any period of such an Employee's employment with the
         Participating Employers. In no event may more than one Month of
         Participation Service, Month of Eligibility Service or Month of Vesting
         Service accrue in any calendar month for service with a Participating
         Employer or Non-Participating Employer.


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         Notwithstanding any other provision of this Plan, in the event the
         Accrued Benefit, Months of Accrual Service, Months of Participation
         Service, Months of Farmland Participation Service, Months of Nationwide
         Participation Service, Months of Wausau Participation Service, Months
         of Eligibility Service and/or Months of Vesting Service of an Employee
         are transferred to another plan in a transaction subject to Code
         Section 414(l), such Employee, if later hired by a Participating
         Employer or a Non-Participating Employer, shall not be entitled to the
         recredit of any service pursuant to the provisions of Sections 6.04
         through 6.07.

6.10     MILITARY SERVICE

         Anything in the Plan to the contrary notwithstanding an employee's
         period of Military Service (as hereinafter defined) shall be counted as
         employment with the Participating Employers for all Plan purposes.
         During his or her period of Military Service such an employee shall be
         credited with a number of Hours of Service for each week of Military
         Service equal to the number of hours in his or her regular work week
         immediately prior to the commencement of such Military Service. The
         employee's Military Service shall be considered as salaried employment
         if he or she was an Employee immediately prior to such Military
         Service.

         "Military Service" means service, immediately following a period of
         employment with a Participating Employer, with the military forces or
         government of the United States which entitles an employee to
         re-employment under any federal law, provided the employee applies for
         re-employment with a Participating Employer within 90 days after his or
         her release from such service. Any such service that is entered into by
         an employee on a voluntary basis shall be limited to 4 years plus any
         extension required by law.

6.11     SUSPENSION OF BENEFITS UPON REHIRE OR EMPLOYMENT PAST NORMAL RETIREMENT
         DATE

         If a Participant is rehired by a Participating Employer or
         Non-Participating Employer after his or her Retirement Date, or
         continues employment with such an employer past his or her Normal
         Retirement Date, he or she shall be treated as follows:

         (a)      PERMANENT SUSPENSION OF PAYMENTS

                  The Suspendible Annuity Payment for each calendar month during
                  which the Participant completes 40 or more Hours of Service
                  for a Participating Employer or Non-Participating Employer in
                  an employment classification covered by that company's pension
                  plan shall be permanently suspended, starting with the payment
                  due immediately following the first calendar month in which he
                  or she completes 40 or more such hours.

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                  "Suspendible Annuity Payment" means the full amount of annuity
                  payable, or that would be payable if the Participant elected
                  to retire, less that portion, if any, derived from an annuity
                  certain payable in accordance with Section 4.07 under the
                  Level Income Option, Section 20.04, or any comparable
                  provision of the Merged Plans 1995 or the CSC Plan.

         (b)      RESUMPTION OR COMMENCEMENT OF PAYMENTS

                  Annuity payments may resume or may commence to the Participant
                  in the first calendar month following:

                  (i)      the severance of his or her employer-employee
                           relationship with all Participating Employers and
                           Non-Participating Employers,

                  (ii)     the first calendar month in which he or she fails to
                           complete 40 or more Hours of Service with the
                           Participating Employers or Non-Participating
                           Employers in a classification covered by any such
                           employer's pension plan, whichever occurs first.

                  The amount payable on a Participant's Deferred Retirement Date
                  shall be determined in accordance with the following two
                  subsections.

         (c)      AMOUNT PAYABLE ON DEFERRED RETIREMENT DATE IF THE
                  PARTICIPANT'S DEFERRED RETIREMENT DATE IS PRIOR TO MARCH 1,
                  1988, AND THE PARTICIPANT WAS REHIRED OR CONTINUED EMPLOYMENT
                  AFTER NORMAL RETIREMENT DATE

                  The amount and form of annuity payable to such a Participant
                  on his or her Deferred Retirement Date, if such date is prior
                  to March 1, 1988, shall be exactly the same as that payable to
                  him or her on the date his or her first annuity payment was
                  suspended.

         (d)      AMOUNT PAYABLE ON DEFERRED RETIREMENT DATE IF SUCH DATE IS
                  EITHER PRIOR TO MARCH 1, 1988 AND PARTICIPANT IS REHIRED PRIOR
                  TO NORMAL RETIREMENT DATE, OR THE DEFERRED RETIREMENT DATE IS
                  AFTER FEBRUARY 28, 1988

                  The amount payable on such a Participant's Deferred Retirement
                  Date in the event that such Deferred Retirement Date is after
                  February 28, 1988, or is prior to that date and the
                  Participant was rehired prior to his or her Normal Retirement
                  Date, in addition to his or her Annuity Certain, if any, which
                  was not suspended at rehire, shall be equal to the sum of the
                  amounts determined in accordance with (i) and (ii):

                  (i)      (A)      For Participants whose benefits were
                                    suspended for a period

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                                    beginning before January 1, 2002, or who
                                    were continuously employed by a
                                    Participating Employer or Non-Participating
                                    Employer from December 31, 2001, until his
                                    or her benefits were suspended, for service
                                    after rehire or the occurrence of his or her
                                    Normal Retirement Date, the Participant
                                    shall be entitled to an additional Accrued
                                    Benefit equal to the amount of Accrued
                                    Benefit to which he or she would have been
                                    entitled in accordance with whichever is
                                    applicable of Sections 6.05, 6.06, or 6.07,
                                    and Article III, reduced by the amount of
                                    his or her vested accrued benefit on his or
                                    her original Retirement Date or, for those
                                    who have not had a Retirement Date,
                                    attainment of Normal Retirement Dateplus,
                                    for those who have retired previously,
                                    annuity adjustments, if any, made after such
                                    Retirement Date and before his or her first
                                    annuity payment was suspended in accordance
                                    with Section 6.11(a); or

                           (B)      For Participants whose benefits were
                                    suspended for periods beginning on or after
                                    January 1, 2002, and who were not
                                    continuously employed by a Participating
                                    Employer or Non-Participating Employer from
                                    December 31, 2001, until the date on which
                                    his or her benefits were suspended, for
                                    service after rehire or the occurrence of
                                    his or her Normal Retirement Date, the
                                    Participant shall be entitled to an
                                    additional Accrued Benefit equal to the
                                    amount of Accrued Benefit to which he or she
                                    would have been entitled based on the Pay
                                    Credits and Interest Credits accruing to his
                                    or her Account Balance pursuant to Section
                                    3.02 with respect to the period for which
                                    benefits were suspended in accordance with
                                    this Section.

                  (ii)     With respect to the annuity suspended in accordance
                           with Subsection 6.11(a), the Participant shall be
                           entitled to an amount of straight life annuity equal
                           to:

                           (A)      For Participants whose benefits were
                                    suspended for a period beginning before
                                    January 1, 2002, or who were continuously
                                    employed by a Participating Employer or
                                    Non-Participating Employer from December 31,
                                    2001, until his or her benefits were
                                    suspended, the product of (I) and (II):

                                    (I)     is the portion of his or her vested
                                            accrued benefit on his or her
                                            original Retirement Date, for a
                                            Participant who previously retired,
                                            or on his or her Normal Retirement
                                            Date, for a Participant who has not
                                            previously retired, which is
                                            attributable to the annuity
                                            suspended in

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                                    accordance with Subsection 6.11(a),
                                    increased, for a Participant who has retired
                                    previously, by annuity adjustments, if any,
                                    after his or her Retirement Date and before
                                    the first monthly payment was suspended in
                                    accordance with Subsection 6.11(a), and

                           (II) (a) for a Participant who has retired
                                    previously, is the Early Retirement factor
                                    from Section 3.04, if any, applicable for
                                    the number of months by which his or her
                                    original Retirement Date preceded his or her
                                    Normal Retirement Date less the number of
                                    months for which annuity payments were
                                    suspended, prior to Normal Retirement Date,
                                    in accordance with Subsection 6.11(a), or

                               (b)  for a Participant who has not retired
                                    previously, one,

                           provided, however, that the result, for a Participant
                           who has retired previously, shall never be less than
                           the product of the portion of his or her vested
                           accrued benefit on his or her original Retirement
                           Date which is attributable to the annuity suspended
                           in accordance with Subsection 6.11(a) times the Early
                           Retirement Factor that actually applied on such
                           original Retirement Date in accordance with Sections
                           3.04 or 20.02 of this Plan, or the comparable
                           provisions of the Merged Plans 1995 or the CSC Plan,
                           whichever was applicable at that time.

                  (B)      For Participants whose benefits were suspended for
                           periods beginning on or after January 1, 2002, and
                           who were not continuously employed by a Participating
                           Employer or Non-Participating Employer from December
                           31, 2001, until the date on which his or her benefits
                           were suspended, a straight life annuity which is the
                           Actuarial Equivalent, determined based on the
                           Applicable Interest Rate, of the Participant's
                           Account Balance as of the date on which benefits are
                           suspended, plus Interest Credits which may accrue
                           during the period between such suspension and the
                           date on which benefits recommence. The Participant's
                           Account Balance, if not previously established or if
                           previously eliminated as a result of a prior
                           Severance Date or Termination of Employment, shall be
                           established or reestablished with a balance equal to
                           the present value, determined based on the Applicable
                           Interest Rate, of the Participant's remaining benefit
                           as of the date


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                           of the suspension, reflecting his or her age at that
                           time and the status of his or her contingent annuity,
                           if any. Notwithstanding the foregoing, the benefit
                           payable under this provision to a Participant whose
                           benefit has been suspended, shall never be less than
                           the product of the portion of his or her vested
                           Accrued Benefit on his or her original Retirement
                           Date which is attributable to the annuity suspended
                           in accordance with Subsection 6.11(a) times the Early
                           Retirement Factor that actually applied on such
                           original Retirement Date in accordance with Sections
                           3.04 of this Plan.

         (e)      FORM OF BENEFIT

                  The form of annuity payable (and the amount payable under that
                  form) shall be as provided in Article IV based on the election
                  made by the Participant upon his or her Deferred Retirement
                  Date, if any, and shall be paid in accordance with Article
                  III.

         (f)      DEATH BENEFITS

                  In the event a Participant dies while his or her benefit is
                  suspended pursuant to this section following a Retirement
                  Date, and his or her death benefit with respect to that
                  portion of the benefit suspended shall be determined as if he
                  or she had terminated employment with all Participating
                  Employers or Non-Participating Employers on the day preceding
                  the date of his or her death, and elected to recommence the
                  suspended benefit in the form elected on his or her original
                  Retirement Date as of the first day of the following month.
                  The death benefits provided by Sections 5.01 and 5.02 shall be
                  determined based on the benefit attributable to his or her
                  Account Balance accruing after the date of the suspension. The
                  death benefit of any Participant whose benefit is suspended as
                  a result of continuing employment after reaching his or her
                  Normal Retirement Date shall be determined as provided in
                  Article V.

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                                   ARTICLE VII

                              THE VARIABLE ANNUITY

7.01     THE FUND

         For purposes of this Article:

         "Adjusted Investment Rate" means the sum of (i) the Investment Rate for
         a calendar year and (ii) the additional rate of interest, if any,
         generated by any amount withdrawn from the Excess Interest Account in
         accordance with Section 7.02(e).

         "Excess Interest Account" means the account which is adjusted annually
         as described in Section 7.02.

         "Fund" means:

         (a)      for the period prior to March 1, 1980, the assets of Separate
                  Account A, and

         (b)      for the period beginning March 1, 1980, the aggregate of the
                  assets in the guaranteed interest-guaranteed principal fund
                  maintained under Group Annuity Contract GA-P258 issued
                  effective March 1, 1980, to fund benefits under the Plan,
                  which assets were transferred from Separate Account A.

         "Investment Rate" means the net rate of investment return calculated
         based on the book value of the Fund for a calendar year, expressed as
         an interest rate.

         "Variable Annuity Fund" means, on the first day of each calendar year
         commencing on or after January 1, 1997, the present value of the
         portion of the Accrued Benefits described in Section 3.01(c) (other
         than those Accrued Benefits subject to adjustment under Section 7.04),
         determined as of that date, for all Participants and beneficiaries who
         are eligible to receive an adjustment under Section 7.03 on the next
         March 1. Present value, for purposes of determining the Variable
         Annuity Fund, is calculated using the factors set forth in the
         definition of Actuarial Equivalent.

7.02     CALCULATIONS

         (a)      The Adjustment Factor for March 1, 1987, and for each March 1
                  thereafter shall be equal to the quotient of (i) divided by
                  (ii), but no more than 1.03 or less than 1.000, where -

                  (i)      is the Adjusted Investment Rate for the immediately
                           preceding calendar year, plus one, and

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                  (ii)     is 1.05.

         (b)      Effective on the first day of the calendar year following each
                  calendar year in which the Investment Rate is more than 8.15%,
                  the Excess Interest Account shall be increased by the total
                  of:

                  (i)      interest on the Excess Interest Account determined at
                           the full Investment Rate for the prior calendar year,
                           and

                  (ii)     interest earned on the Variable Annuity Fund
                           determined as of the first day of the prior calendar
                           year, to the extent that it exceeds 8.15% for the
                           prior calendar year.

         (c)      Effective on the first day of the calendar year following each
                  calendar year in which the Investment Rate is less than 8.15%,
                  the Excess Interest Account shall be increased by interest on
                  the Excess Interest Account determined at the full Investment
                  Rate for the prior calendar year.

         (d)      The Excess Interest Account shall also be increased as of the
                  last day of each calendar year, but prior to any adjustment
                  provided for in Section 7.02(e), by any amount which was not
                  used, in such calendar year, to provide an increase in the
                  Variable Annuity as a result of the limitations set forth in
                  Sections 7.03(b)(i)(A)(II), 7.03(b)(i)(B) or 7.03(b)(ii)(B).

         (e)      If, prior to exhaustion of the Excess Interest Account, the
                  Investment Rate for any calendar year is less than 8.15%, a
                  portion of the Excess Interest Account equal to the amount of
                  interest that would be required to increase the Investment
                  Rate to 8.15% on the Variable Annuity Fund, determined as of
                  the first day of the calendar year in which the Investment
                  Rate was less than 8.15%, shall be withdrawn from the Excess
                  Interest Account as of the last day of such calendar year and
                  treated as interest received by the Variable Annuity Fund on
                  such last day. If the amount in the Excess Interest Account is
                  insufficient to increase the Investment Rate to 8.15%, the
                  full amount therein on the last day of the calendar year shall
                  be withdrawn and treated as interest received by the Variable
                  Annuity Fund on that day for the purpose of computing the
                  Adjusted Investment Rate.

         Anything in the preceding paragraphs of this Section to the contrary
         notwithstanding, the Excess Interest Account determined on the first
         day of each calendar year shall be limited to 15% of the Variable
         Annuity Fund on that date, determined immediately following the
         application of this Section 7.02.

7.03     ADJUSTMENT

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         (a)      The monthly amount of annuity payable under Section 3.01(c)
                  with respect to each Participant who elects a benefit based on
                  Service or Compensation earned after January 31, 1991, but not
                  based on Service or Compensation earned after December 31,
                  1993, and whose annuity is not guaranteed to increase under
                  Section 7.04 shall be increased on the first day of March each
                  year following the Participant's Retirement Date by:

                  (i)      for the first adjustment following the Participant's
                           Retirement Date, by multiplying the amount of annuity
                           paid during the immediately preceding calendar month
                           by one plus the product of:

                           (A)      the Adjustment Factor for such date minus
                                    one, and

                           (B)      a fraction, the numerator of which is the
                                    number of annuity payments received by the
                                    Participant since his or her Retirement Date
                                    and the denominator of which is 12, or

                  (ii)     in all other cases, by multiplying the Adjustment
                           Factor for such date by the amount of annuity paid
                           during the immediately preceding calendar month.

         (b)      The monthly amount of benefit payable under Section 3.01(c)
                  with respect to each Participant who elects a benefit based on
                  Service or Compensation earned after December 31, 1993, and
                  whose annuity is not guaranteed to increase under Section
                  7.04, shall be adjusted on the first day of March each year
                  after the later of the Participant's Retirement Date or
                  attainment of age 65, by multiplying the amount of the annuity
                  paid during the immediately preceding calendar month by:

                  (i)      for the first adjustment following the later of the
                           Participant's Retirement Date or attainment of age
                           65, one plus the product of:

                           (A)      the lesser of

                                    (I)      the Adjustment Factor for such date
                                             minus one, or

                                    (II)    the adjustment to Social Security
                                            income benefits under Section
                                            215(i)(2)(A) of the Social Security
                                            Act; and

                           (B)      a fraction, which may not exceed one (1),
                                    the numerator of which is the number of
                                    annuity payments received by the Participant
                                    since the later of his or her Retirement
                                    Date or attainment of age 65, and the
                                    denominator of which is 12, provided,
                                    however, that no

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                                    adjustment shall be made in the event the
                                    Participant has received two or fewer
                                    annuity payments since his or her Retirement
                                    Date or attainment of age 65, or

                  (ii)     in all other cases, one plus the lesser of

                           (A)      the Adjustment Factor for such date minus
                                    one, or

                           (B)      the adjustment to Social Security income
                                    benefits under Section 215(i)(2)(A) of the
                                    Social Security Act.

7.04     GUARANTEED INCREASES

         Anything in the Plan to the contrary notwithstanding, any annuity which
         meets the Conditions For Qualification shall be guaranteed to increase
         3% on each March 1 while payment of such annuity is being made,
         commencing on the later of March 1, 1986, and the first March 1
         following the date the first monthly payment of such annuity is made,
         regardless of the investment experience of the Fund described in
         Section 7.01.

         The "Conditions For Qualification" are:

         (a)      The annuity's first payment must have been made prior to March
                  1, 1986, or

         (b)      If such first payment is made on or after March 1, 1986, the
                  Accrued Benefit of the Participant with respect to whom the
                  annuity is payable must be less than 125.4565% of his or her
                  Accrued Benefit on March 1, 1986.

         The percentage described in (b) above is the percentage derived by
         dividing $130.55 (the present value, at age 65, of $1.00 a month of
         Accrued Benefit with 3% increases guaranteed each March 1 after age 65)
         by $104.06 (the present value (determined using the actuarial
         equivalence factors in effect under the Plan in 1986), at age 65, of
         $1.00 a month of Accrued Benefit without 3% increases guaranteed).

         Any annuitant entitled to guaranteed 3% increases in accordance with
         this Section shall not be covered by the provisions of Article VII,
         other than this Section. Sections 7.01 through 7.03 shall apply to
         annuitants whose variable annuity payments are not guaranteed 3%
         increases in accordance with this Section.

         The Excess Interest Account in effect under Article VII immediately
         prior to March 1, 1986, shall be discontinued and a new Excess Interest
         Account established in accordance with Article VII as constituted on
         March 1, 1986.


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                                  ARTICLE VIII

                                     FUNDING

8.01     CONTRIBUTIONS PAYABLE

         During each Plan Year the Participating Employers shall contribute to
         the Plan an amount not less than the amount determined by the Actuary
         as required to meet the minimum funding standards of Section 412 of the
         Code but not more than the full funding limitation of said Section 412.
         All contributions made to the Plan shall be credited to group annuity
         contract(s) issued by the Insurance Company to fund benefits becoming
         payable under the plan.

         The Participating Employers shall have no right, title, or interest in
         contributions made under the Plan, and no part of such contributions or
         income derived therefrom shall revert to the Participating Employers
         except as provided in Article X.

         If a Participating Employer makes a contribution to the Plan based on a
         mistake of fact, or conditioned upon the deductibility of the
         contribution under Section 404 of the Code, to the extent that such
         contribution is due to such mistake or is disallowed as a deduction,
         such contribution may be returned to the Participating Employer not
         later than the earlier of:

         (a)      the date which is one year after payment of the contribution;
                  or

         (b)      the time prescribed by law for filing the return for the year
                  to which the contribution related (including any extensions
                  thereof).

         Contributions shall be returned hereunder if requested by the
         Participating Employer and approved by the Actuary and Administrative
         Committee, subject to the provisions of the Contract to which such
         contribution was credited.


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8.02     FUNDING STANDARD ACCOUNT

         The Administrative Committee shall establish and maintain a Funding
         Standard Account. Each Plan Year the Funding Standard Account will be
         charged or credited, as appropriate, with amounts that shall include,
         but shall not be limited to, the normal cost of the Plan for the Plan
         Year, amortization costs for unfunded past service liabilities,
         amortization charges or credits for net experience gains or losses and
         gains or losses resulting from changes in the actuarial assumptions,
         and any other charges or credits as may be required by law or
         regulation concerning minimum funding deficiencies shall be eliminated
         as required by law or regulation.

8.03     INVESTMENT OF CONTRIBUTIONS

         All contributions payable to the Plan shall be credited to one or more
         group annuity contracts issued by the Insurance Company for the funding
         of Plan benefits, in accordance with the terms of such contracts. In no
         event shall any separate account investments under said contracts be
         made in the securities of any Employer or Non-Participating Employer.

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                                   ARTICLE IX

                                AMENDMENT OF PLAN

The Participating Employers hope and expect to continue the Plan indefinitely,
but the Plan Sponsor reserves the right to amend, modify, suspend, or terminate
the Plan or the method of funding benefits thereunder, provided, however, that
no such action shall adversely affect any right with respect to benefits, which
have accrued prior to the time such action is taken, or cause or permit any part
of the funds held under the Plan to be used for or otherwise diverted to
purposes other than the exclusive benefit of Participants, and their contingent
annuitants, beneficiaries, or Alternate Payees prior to the satisfaction of all
liabilities with respect to such individuals hereunder. Each Participating
Employer may terminate the Plan as to its own Employees by filing written notice
thereof with the Insurance Company and the Administrative Committee at least 60
days prior to the date specified in such written notice as the date such
termination is to take effect. The Plan Sponsor may elect to terminate the Plan
at any time. The actions described in the two preceding sentences may be taken
by action of the Board of Directors of the Plan Sponsor or a Participating
Employer taken in accordance with the relevant state law.

Anything in the preceding paragraph to the contrary notwithstanding, the
Benefits Committee may change the Plan, retroactive to any specified date, if
such change is necessary to conform the Plan to the requirements of Section
401(a) of the Internal Revenue Code (as it now exists or as it may from time to
time be amended) or to permit the deduction under Section 404 of the Internal
Revenue Code (as it now exists or as it may from time to time be amended) of
employer contributions made under the Plan, or if such change is required as a
result of any other applicable law or regulation.

If the Plan is amended to change the vesting provisions, each Participant who
has completed at least 3 Years of Service on the effective date of the amendment
shall have the right to elect to have his or her vesting percentage computed
under the terms of the Plan as constituted immediately prior to the effective
date of the amendment provided the Participant submits his or her election in
writing to the Administrative Committee within the 1 year period following the
later of the date the amendment is executed, or the effective date of the
amendment. An amendment will be considered to have changed the vesting
provisions if it directly or indirectly affects the determination of a
Participant's nonforfeitable right to his or her Accrued Benefit.

Any amendment shall require the approval of the Benefits Committee of the Plan
Sponsor by an action documented in writing. Such amendment may be made with
respect to the benefit provisions of the Plan . No amendment shall adversely
affect the benefits accrued by any employee prior to the effective date of the
amendment.


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                                    ARTICLE X

                           TERMINATION OF PLAN: MERGER

10.01    After any required notice by the Administrative Committee to the
         Pension Benefit Guaranty Corporation that the Plan is to be terminated
         as to a Participating Employer or Participating Employers, and upon
         receipt by the Administrative Committee of a notice from said
         corporation that the assets held under the Plan are sufficient to
         discharge when due all obligations of the Plan with respect to the
         basic benefits of Participants, or after said corporation has notified
         the Administrative Committee that the Plan should be terminated and has
         applied for and been granted a decree by the appropriate United States
         District Court adjudicating that the Plan must be terminated, the
         Administrative Committee or trustee appointed by said court pursuant to
         said corporation's application shall allocate Plan assets in accordance
         with Section 4044 of ERISA (as it now exists or as it may from time to
         time be amended) for the purpose set forth below and in the order set
         forth below for the benefit of Participants, Beneficiaries, and
         contingent annuitants:

         FIRST, to that portion of each individual's Accrued Benefit which is
         derived from the Participant's Employee Contributions to the Plan that
         were not mandatory contributions;

         SECOND, to that portion of each individual's Accrued Benefit which is
         derived from the Participant's mandatory Employee Contributions;

         THIRD,

         (a)      In the case of the benefit of a Participant, beneficiary or
                  contingent annuitant which was in pay status as of the
                  beginning of the 3 year period ending on the termination date
                  of the Plan, to each such benefit, based on the provisions of
                  the Plan (as in effect during the 5 year period ending on such
                  termination date) under which such benefit would be the least,

         (b)      in the case of a Participant's, beneficiary's, or contingent
                  annuitant's benefit (other than a benefit described in (a)
                  above) which would have been in pay status as of the beginning
                  of such 3 year period if the Participant had retired prior to
                  the beginning of the 3 year period and if his or her benefit
                  had commenced (in the normal form of benefit under Section
                  4.01) as of the beginning of such period, to each such benefit
                  based on the provisions of the Plan (as in effect during the 5
                  year period ending on such termination date), under which such
                  benefit would be the least.

         For the purposes of (a) above, the lowest benefit in pay status during
         a 3 year period shall be considered the benefit in pay status for such
         period;

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         FOURTH,

         (a)      to all other benefits (if any) of individuals under the Plan
                  guaranteed under the termination insurance provisions of
                  ERISA, determined without regard to Section 4022B(a) of ERISA;
                  and

         (b)      to the additional benefits (if any) which would be determined
                  under (a) if Section 4022(b)(5) of ERISA did not apply;

         FIFTH, to all other nonforfeitable benefits under the Plan.

         SIXTH, to all other benefits under the Plan.

         The amount allocated under each priority category shall be properly
         adjusted for any allocation of such assets with respect to that benefit
         under a preceding priority category.

10.02    If such assets available for allocation under any priority category
         (other than the fifth and sixth priority categories) are insufficient
         to satisfy in full the benefits of all individuals, the assets shall be
         allocated pro rata among such individuals on the basis of the present
         value (as of the termination date) of their respective benefits under
         the category affected.

         If such assets available for allocation under the fifth priority
         category are insufficient to satisfy in full the benefits of
         individuals described therein, such assets shall be allocated in
         accordance with Section 4044(b)(3) of ERISA.

         If any assets of the Plan attributable to Participants' contributions
         remain after all liability of the Plan to Participants, Beneficiaries,
         and contingent annuitants have been satisfied, such assets shall be
         equitably distributed to the Participants who made such contributions
         (or their Beneficiaries and contingent annuitants) in accordance with
         the provisions of Section 4044(d)(3)(B) of ERISA.

         If any assets of the Plan remain after termination of Plan has occurred
         with respect to all Participating Employers and after all liabilities
         of the Plan as to all Participants, Beneficiaries and contingent
         annuitants have been satisfied, such assets shall be distributed to the
         Participating Employers participating in the Plan at its termination,
         provided that such distribution does not contravene any provisions of
         the law.

10.03    Any amount allocated to any person in accordance with this Article X
         upon termination or partial termination of Plan shall be
         nonforfeitable.

10.04    In the event of a merger or consolidation of this Plan with any other
         pension plan or a transfer of assets or liabilities of this Plan to any
         other pension plan, the Accrued Benefit of each Participant under such
         other pension plan immediately following such merger, consolidation or
         transfer shall not be less than his or her Accrued Benefit under this
         Plan immediately prior to such merger, consolidation or transfer.

                                   ARTICLE XI

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                             LIMITATION ON BENEFITS

In the event of plan termination, the benefit of any Highly Compensated
Employee, whether active or terminated, is limited to a benefit that is
non-discriminatory under Code Section 401(a)(4), and Treasury Regulation
1.401(a)(4) - 5(b).

For Plan Years beginning on or after the January 1, 1994, benefits distributed
to any of the 25 most Highly Compensated Employees, whether active or
terminated, with the greatest compensation in the current or any prior year are
restricted such that the annual payments are no greater than an amount equal to
the payment that would be made on behalf of such an employee under a straight
life annuity that is the Actuarial Equivalent of the sum of such employee's
Accrued Benefit, such employee's other benefits under the Plan (other than a
Social Security supplement, within the meaning of Treasury Regulation Section
1.411(a)-7(c)(4)(ii)), and the amount such employee is entitled to receive under
a Social Security supplement.

The preceding paragraph shall not apply if:

(a)      after payment of the benefit to an employee described in the preceding
         paragraph, the value of plan assets equals or exceeds 110% of the value
         of current liabilities, as defined in Code Section 412(l)(7),

(b)      the value of the benefits for an employee described in the preceding
         paragraph is less than 1% of the value of the Plan's current
         liabilities before the distribution, or

(c)      the value of the benefits payable under the Plan to an employee
         described in the preceding paragraph does not exceed $3,500.

For purposes of this Section, benefit includes loans in excess of the amount set
forth in Section 72(p)(2)(A) of the Code, any periodic income, any withdrawal
values payable to a living employee, and any death benefits not provided for by
insurance on the employee's life.

For purposes of this Section, "Highly Compensated Employee" means, in any Plan
Year (the Determination Year), an employee of a Participating Employer who
performs service during the Determination Year and who:

(d)      is a 5% owner, as that term is defined in Section 416(i)(1)(A)(iii) of
         the Code, at any time

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         during the Determination Year or the calendar year preceding the
         Determination Year (the Lookback Year), and

e)       received compensation in excess of $80,000 (indexed in accordance with
         Section 416(q)) during the Lookback Year, and was included in a group
         consisting of the top 20-percent of the employees, when ranked on the
         basis of Compensation paid during such year, of any controlled group
         whose employees are treated as employed by a single employer for
         purposes of Code Section 414(b).

A former employee of the Participating Employers shall be treated as a Highly
Compensated Employee if such he or she was a Highly Compensated Employee when he
or she separated from service, or if he or she was a highly compensated employee
at any time after attaining age 55. Notwithstanding the foregoing, no
Participant shall be considered a Highly Compensated Employee if he or she was
not one of the twenty-five nonexcludable employees or former employees of any
controlled group whose employees are treated as employed by a single employer
for purposes of Code Section 414(b) who had the largest amount of compensation
in the current plan year or any prior year.

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                                   ARTICLE XII

                             ADMINISTRATION OF PLAN

12.01    The general administration of the Plan and the responsibility for
         carrying out the provisions of the Plan shall be placed in an
         Administrative Committee of at least 3 persons appointed from time to
         time by the Chief Executive Officer of the Plan Sponsor (herein called
         the "CEO"). The Administrative Committee shall be the "Named Fiduciary"
         within the meaning of Section 402 of ERISA.

12.02    Any person appointed a member of the Administrative Committee shall
         signify his or her acceptance by filing written acceptance with the CEO
         and with the Secretary of the Administrative Committee. Any member of
         the Administrative Committee may resign by delivering his or her
         written resignation to the CEO and the Secretary of the Administrative
         Committee, and such resignation shall become effective on the date that
         such resignation is accepted by the remainder of the Administrative
         Committee, if any, and the CEO, or some specified future date.

12.03    The Administrative Committee shall elect a Chairman and a Secretary who
         may be, but need not be, one of the members of the Administrative
         Committee. It may appoint agents and a committee, who may, but need not
         be, members of the Administrative Committee, with such powers as it
         shall determine, and it may authorize one or more of its number, or any
         agent, or agents, to execute or deliver any instrument or make any
         payment in its behalf. It may employ counsel and such clerical,
         accounting and actuarial service as it may require in carrying out the
         provisions of this Plan. The Administrative Committee may delegate to
         any such agent such duties and powers, both ministerial and
         discretionary, as it deems appropriate, provided, however, that any
         dispute shall be conclusively settled by the Administrative Committee.

12.04    The Administrative Committee shall hold meetings upon such notice, at
         such place or places, and at such time or times as it may from time to
         time determine.

12.05    A majority of the members of the Administrative Committee shall
         constitute a quorum for the transaction of business. All resolutions or
         other action taken by the Administrative Committee shall be by the vote
         of a majority of the members of the Administrative Committee present at
         any meeting or without a meeting by an instrument in writing signed by
         a majority of the members of the Administrative Committee.

12.06    No member of the Administrative Committee shall receive any
         compensation for his or her services as such, and no bond or other
         security need be required of him or her in such capacity in any
         jurisdiction.

12.07    The Administrative Committee, subject to the provisions of this Plan,
         shall from time to

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         time establish rules for the administration of the Plan and the
         transaction of its business and shall resolve all questions arising out
         of or in connection with the provisions of this Plan not herein
         required to be determined by the Participating Employers or the
         Insurance Company, and any such determination shall be conclusive and
         binding upon all persons having an interest in or under this Plan. The
         Administrative Committee shall have the authority, power and discretion
         to construe and interpret the provisions of the Plan, to make all
         factual and legal determinations, and to decide all questions as to
         eligibility to participate.

12.08    The Administrative Committee shall maintain accounts showing the fiscal
         transactions of the Plan, and shall keep in convenient form such data
         as may be necessary for the actuarial valuations of the Plan. The
         Administrative Committee shall prepare annually a report showing in
         reasonable detail the assets and liabilities of the Plan and giving a
         brief account of the operation of the Plan for the past year. Such
         report shall be submitted to the Participating Employers and shall be
         filed in the office of the Secretary of the Administrative Committee.

12.09    Members of the Administrative Committee and the Participating Employers
         shall be entitled to rely upon tables, valuations, certificates and
         reports furnished by the Actuary designated by the Administrative
         Committee, and upon certificates, reports, and opinions made or given
         by any accountant or legal counsel selected by the Administrative
         Committee. Any such Actuary, accountant or counsel also may be an
         employee of or retained by the Participating Employers. The members of
         the Administrative Committee and the Participating Employers shall not
         be liable for any action taken, suffered or omitted by them in good
         faith or for any action in reliance upon such Actuary, accountant, or
         counsel.

12.10    Each member of the Administrative Committee, and any person appointed
         as agent of the Administrative Committee or employed by the
         Administrative Committee in accordance with Section 12.03 or Section
         12.11, shall be reimbursed and indemnified by the Participating
         Employers for any loss or expenses incurred by him or her by reason of
         any claims for asserted liability, so long as he or she acts in good
         faith and is not guilty of willful misconduct or gross negligence.

12.11    The Administrative Committee shall appoint an Employee to act as agent
         to accept service of process under the Plan and, upon the removal by
         the Administrative Committee, death, termination of employment,
         retirement, or resignation of his or her agency role, shall appoint a
         successor to said agent.

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                                  ARTICLE XIII

                                CLAIMS PROCEDURE

Any person who thinks that he or she is entitled to a benefit under the Plan
shall have the right to file with the Administrative Committee a written notice
of claim for such benefit.

Within 60 days after its receipt of such written notice of claim, the
Administrative Committee shall either grant or deny such claim provided,
however, that any delay on the part of the Administrative Committee in arriving
at a decision shall not adversely affect benefits payable under a granted claim.
The Administrative Committee shall provide to each claimant whose claim for
benefits is denied a written notice setting forth in a manner calculated to be
understood by the claimant:

(a)      the specific reasons for such denial;

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

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

(d)      an explanation of the Plan's claim review procedure.

Each claimant shall have the right to appeal the denial of his or her claim to
the Administrative Committee for a full and fair review at any time within 60
days after the claimant received written notice of such denial. The
Administrative Committee shall thereby afford the claimant or his or her duly
authorized representative the opportunity

(e)      to review documents pertinent to the claim, and

(f)      to submit issues and comments in writing.

The final decision of the Administrative Committee shall be made promptly, and
not later than 60 days after its receipt from the claimant of a request for
review unless circumstances beyond the control of the Administrative Committee
require an extension of time for processing, in which case a decision shall be
made as soon as possible but not later than 120 days after receipt of a request
for review. Such decision shall be made in writing and shall include specific
reasons for the decision, be written in a manner calculated to be understood by
the claimant, and include specific references to pertinent Plan provisions on
which the decision is based.


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                                   ARTICLE XIV

                               GENERAL PROVISIONS

14.01    Nothing contained in this Plan shall be deemed to give any employee the
         right to be retained in the service of an Employer or to interfere with
         the rights of an Employer to discharge any of its employees at any
         time.

14.02    If the age, sex, earnings, length of service, or any other relevant
         fact relating to any person for whom a benefit is payable hereunder is
         found to have been misstated, the following shall apply:

         (a)      The amount of benefit payable by the Insurance Company shall
                  be that which should have been provided on the basis of the
                  corrected information, without changing the date of first
                  payment of such benefit, unless an equitable adjustment
                  satisfactory to the Administrative Committee and the Insurance
                  Company is made with respect to such misstatement. Any
                  adjustment of the consideration so applied, of the type of
                  annuity, or of the terms or amount of payment made in
                  accordance with this Section, shall be conclusive upon any
                  person affected thereby.

         (b)      The amount of any underpayment by the Insurance Company will
                  be paid in full with the next payment due such person. The
                  amount of any overpayment by the Insurance Company due to any
                  misstatement will be immediately due and payable from such
                  person, or his or her beneficiary. Such amounts may be
                  collected through any arrangement, including, but not limited
                  to, offset from future benefit payments.

14.03    The Plan may receive, from time to time, revenue other than earnings
         credited to the group annuity contracts issued by the Insurance Company
         or contributions to the Plan. Any such revenue will be used for the
         purpose of paying the expenses related to the administration of the
         Plan. Any expenses, in excess of such revenue, that are incurred in the
         administration of this Plan, shall be paid by the Participating
         Employers. For purposes of this section, expenses of administration of
         the Plan include the expenses of the Administrative Committee, but do
         not include taxes, commissions and charges paid in connection with the
         purchase and sale of securities or the contract charges under the
         Insurance Contract.

         The payment of such expenses by the Participating Employers shall be in
         addition to the employer contributions specified in Article VIII. The
         expenses incurred within each Plan Year shall be allocated among the
         Participating Employers proportionally.

14.04    Words used in the masculine shall be read and construed in the feminine
         where they

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         would so apply.

14.05    Words used in the singular shall be read and construed in the plural
         where they would so apply.

14.06    Any forfeitures which may arise under the Plan from severance of
         employment, death, or for any other reason, shall not be applied to
         increase the benefits to which any person may become entitled prior to
         termination of the Plan or the complete discontinuance of employer
         contributions thereunder. Such forfeitures shall be applied as soon as
         possible to the extent that they have not been anticipated in
         determining the costs under the Plan, to reduce employer contributions
         under the Plan in a manner consistent with the cost method used in
         determining the costs of the Plan.

14.07    Except to the extent permitted by Section 401(a)(13)(C) of the Code, no
         benefit under this Plan shall be subject in any manner to assignment,
         alienation or anticipation; and, except as otherwise prescribed by law,
         no such benefit shall be subject to the debts, contracts, or
         engagements of the person entitled to such benefit, nor to any judicial
         process to levy upon or attach the same for the payment thereof.

         The provisions of this Section shall also apply to the creation,
         assignment, or recognition of a right to any benefit payable with
         respect to a Participant pursuant to a domestic relations order, unless
         such order is determined, pursuant to procedures adopted by the
         Administrative Committee, to be a Qualified Domestic Relations Order,
         as defined in Section 414(p) of the Code.

14.08    If any Participant, beneficiary, Alternate Payee or contingent
         annuitant hereunder is legally, physically, or mentally incapable of
         personally receiving and receipting for any payment due hereunder, the
         Insurance Company shall, upon written order of the Administrative
         Committee, withhold payment of benefits until claim is made by a duly
         appointed guardian or other legal representative of such payee.
         Payments made to such guardian or legal representative shall constitute
         a full discharge of the liability of the Insurance Company, Plan, and
         Administrative Committee to the extent thereof.

14.09    Annuity payments hereunder shall be made monthly, except that if the
         greater of the present value, determined as provided below, of the
         Participant's Accrued Benefit payable at Normal Retirement Date, or the
         Participant's benefit described in Section 3.12(a)(ii), is less than
         $5,000 on the date the first payment is due, or, on or after March 1,
         1989, on or after the Participant's Severance Date, such present value
         shall be paid in one sum on such date to the person entitled to such
         monthly payments in lieu of such monthly payments. The exception in the
         preceding sentence shall only apply if such benefit is immediately
         distributable, as that term is used in Treasury Regulation Section
         1.411(a)-11(c)(4). For purposes of this section, present value shall be
         determined in accordance with Code Sections 411(a)(11)(B) and 417(e)(3)
         and utilizing the Applicable


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         Interest Rate, and the Applicable Mortality Table as defined in Code
         Section 417(e)(3)(A)(ii). In order to reflect the value of the variable
         annuity benefit described in Article VII, the Applicable Interest Rate
         will be adjusted, for purposes of this section and other provisions of
         the plan that specifically refer to this section, as follows:

         (a)      for benefits described in Section 3.01(c) which are subject to
                  the increases described in Section 7.04, the adjusted rate
                  will be the sum of one (1) and the Applicable Interest Rate,
                  divided by one and three hundredths (1.03) and reduced by one
                  (1), which is expressed as ((1+AIR)/1.03)-1; and

         (b)      for benefits described in Section 3.01(c) and not subject to
                  the increases described in Section 7.04, the adjusted rate
                  will be the greater of :

                  (i)      the sum of one (1) and the Applicable Interest Rate,
                           divided by one and three hundredths (1.03), and
                           reduced by one (1), which is expressed as
                           ((1+AIR)/1.03)-1; and

                  (ii)     the lesser of

                           (A)      five percent (5%); or

                           (B) (I)  for Participants whose Severance Date is
                                    after December 31, 2001, the sum of one (1)
                                    and the Applicable Interest Rate, divided by
                                    one and one hundredth (1.01), and reduced by
                                    one (1), which is expressed as
                                    ((1+AIR)/1.01)-1, and

                              (II)  for all other Participants, five percent
                                    (5%).

         Such adjustments shall apply only for periods following the assumed
         commencement of benefits and, for Participants whose Severance Date is
         after December 31, 2001, during which the Participant is eligible for
         the adjustments described in Article VII. Notwithstanding the
         foregoing, in the event the present value of a benefit determined by
         applying the adjustment to the Applicable Interest Rate described above
         is less than the present value of the benefit determined by applying
         the Applicable Interest Rate without adjustment, the Participant's
         benefit shall be the benefit determined by applying the Applicable
         Interest Rate without adjustment.

         For purposes of this Section, if the Participant's vested portion of
         the Actuarial Equivalent of the Participant's Accrued Benefit is zero
         (0), the Participant shall be deemed to have received a distribution of
         such vested portion.

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         In the event a distribution is made under this Section 14.09, or was
         made under any comparable provision of the Merged Plans 1995, prior to
         the end of the second Plan Year following the Plan Year in which the
         Participant's Severance Date occurred, Employee Contributions (with
         Interest), Months of Participation Service, Months of Accrual Service,
         Months of Farmland Participation Service, Months of Nationwide
         Participation Service, and Months of Wausau Participation Service
         accrued by the Participant prior to such distribution shall not be
         recredited to the Participant in accordance with Sections 6.05, 6.06
         and 6.07. In the event a distribution under this section shall not
         occur prior to the end of the second Plan Year following such Severance
         Date, any such distribution shall be less than the present value of the
         Accrued Benefit of the Participant, or the Participant received a
         distribution of his or her Available Cash Benefit or Lump Sum Benefit,
         the Participant's Employee Contributions (with Interest), Months of
         Participation Service, Months of Accrual Service, Months of Farmland
         Participation Service, Months of Nationwide Participation Service, and
         Months of Wausau Participation Service shall be recredited to the
         Participant in accordance with Sections 6.05, 6.06, and 6.07, in the
         event the Participant shall repay to the Plan, within five years
         following his or her first Date of Hire following the Severance Date,
         the full amount of the distribution along with interest on such
         distribution in a single payment. Such interest shall be calculated
         from the date of the distribution to the date of repayment, and shall
         be determined at the rate in effect under Section 411(c)(2)(C) of the
         Code on the date of repayment, compounded annually.

14.10    The Administrative Committee shall have the authority to voluntarily
         correct any plan qualification failures including, but not limited to,
         those involving discrimination in favor of highly compensated
         employees, plan operations, or the terms of the plan document, as
         permitted by the voluntary compliance system ("VCS") instituted by the
         Internal Revenue Service, as in effect at such time. The Chairman of
         the Administrative Committee shall have the authority to acknowledge a
         Compliance Statement issued by the Internal Revenue Service with
         respect to a voluntary correction, and/or to enter into a Closing
         Agreement as deemed necessary to facilitate a voluntary correction
         under VCS.

14.11    Notwithstanding any other provision of this Plan, if the Plan
         Administrator determines that the address for a Participant, contingent
         annuitant, Alternate Payee, or beneficiary in the records of the Plan
         is inaccurate and a correct address cannot be obtained within six
         months using reasonable efforts, or six months have passed since the
         Plan Administrator issued a distribution check and the Plan
         Administrator has determined that the intended recipient of such check
         cannot be located using reasonable efforts:

         (a)      The Accrued Benefit of any Participant, contingent annuitant,
                  Alternate Payee or beneficiary for whom an address cannot be
                  located by the Plan Administrator shall be forfeited at the
                  end of the applicable six month period described in

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                  preceding sentence. Amounts forfeited under this provision
                  shall be accounted for as follows:

                  (i)      The amount forfeited shall be the portion of the
                           Accrued Benefit remaining to be paid to the intended
                           recipient of the distribution on the date of the
                           forfeiture; and

                  (ii)     Amounts forfeited shall be applied to reduce future
                           contributions or to pay other plan expenses.

         (b)      If the individual entitled to the forfeited Accrued Benefit
                  later establishes a valid claim for the forfeited amount, then
                  such amount shall be reinstated and shall be distributed in
                  accordance with the normal rules of the Plan.

         Participants, Alternate Payees, Surviving Spouses and other
         beneficiaries entitled to benefits under the Plan are responsible for
         providing their most current address to the Plan Administrator and for
         notifying the Plan Administrator of any change in the address.

14.12    In the event the Covered Compensation of any Participant is adjusted
         retroactively, such Participant's Account Balance shall be adjusted as
         follows:

         (a)      in the event the adjustment to Covered Compensation is
                  positive, the Participant's Account Balance will be increased
                  by additional Pay Credits based on the amount of the
                  retroactive adjustment on the Payday on which such retroactive
                  adjustment is reflected in the Participant's pay advice; or

         (b)      in the event the adjustment to Covered Compensation is
                  negative, the Pay Credits that would otherwise have been
                  credited to the Account Balance of the Participant on the
                  Payday on which the retroactive adjustment is reflected in the
                  Participant's pay advice shall be reduced by an amount equal
                  to the Pay Credits that were previously credited based on the
                  amount of the retroactive adjustment and, if the Pay Credits
                  that would otherwise have been credited on such Payday are not
                  at least equal to the Pay Credits previously credited based on
                  the amount of the retroactive adjustment, Pay Credits credited
                  on preceding Paydays, and Interest Credits attributable to
                  such Pay Credits, will be reduced beginning with the most
                  recent Pay Credits and continuing until Pay Credits equal to
                  the Pay Credits previously credited based on the amount of the
                  retroactive adjustment are eliminated.

14.13    If a Participant's Available Cash Benefit, Lump Sum Benefit, Employee
         Contributions with Interest, or Mandatory Cash Benefit is distributed
         on or after January 1, 1993, notwithstanding any provision of the Plan
         to the contrary that would otherwise limit a Distributee's election
         under this Section, a Distributee

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         may elect, at the time and in the manner prescribed by the Plan
         Administrator, to have any portion of an Eligible Rollover Distribution
         paid directly to one or more Eligible Retirement Plans specified by the
         Distributee in a direct rollover. The Plan Administrator shall provide
         each Distributee notice of his or her rights to make an election
         hereunder at such time and in such manner as shall be necessary to
         satisfy any requirements implemented by the Secretary of the Treasury.
         Distribution under this Section may commence at any time after such
         notice is given, provided that:

         (a)      the Plan Administrator clearly informs the Distributee that
                  the Distributee has a right to a period of at least 30 days
                  after receiving the notice to consider the decision of whether
                  to elect a distribution (and, if applicable, a particular
                  distribution option), and

         (b)      the Distributee, after receiving the notice, affirmatively
                  elects a distribution.

         The following definitions apply to this Section 14.13:

         "Direct Rollover" shall mean a payment by the Plan to the Eligible
         Retirement Plan specified by the Distributee.

         "Distributee" shall mean a Participant, the Surviving Spouse of a
         Participant, or an Alternate Payee.

         "Eligible Retirement Plan" shall mean an individual retirement account
         described in Code Section 408(a), an individual retirement annuity
         described in Code Section 408(b), an annuity plan described in Code
         Section 403(a), a tax sheltered annuity described in Section 403(b), an
         eligible deferred compensation plan described in Section 457, or a
         qualified trust described in Code Section 401(a), that accepts the
         Distributee's Eligible Rollover Distribution.

         "Eligible Rollover Distribution" shall mean any distribution of all or
         any portion of the balance to the credit of the Distributee, except
         that an Eligible Rollover Distribution does not include: any hardship
         distribution, any distribution that is one of a series of substantially
         equal periodic payments (not less frequently than annually) made for
         the life (or life expectancy) of the Distributee or the joint lives (or
         joint life expectancies) of the Distributee and the Distributee's
         designated beneficiary, or for a specified period of ten years or more;
         and any distribution to the extent such distribution is required under
         Code Section 401(a)(9).

14.14    In the event any person entitled to benefits under the Plan as a result
         of his or her survival of a Participant (and, where such individual is
         a contingent or default beneficiary, any

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         prior beneficiary) shall execute and deliver to the Plan Administrator
         a qualified disclaimer, as that term is defined in Code Section 2518,
         of Plan benefits, such individual shall be deemed to have predeceased
         the party whose death resulted in such beneficiary's entitlement to
         benefits. In the event that Plan benefits are distributed to such
         beneficiary prior to the receipt of such a disclaimer, the Plan
         Administrator and the Plan Sponsor, and their affiliates, shall be
         relieved from any liability to such beneficiary and any subsequent
         beneficiary to the extent of any payment made before receipt of the
         disclaimer.

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ARTICLE XV

                              TOP-HEAVY PROVISIONS

15.01    WHEN EFFECTIVE

         The following provisions shall become effective in any Plan Year after
         the Plan Year beginning in 1983 in which the Plan is determined to be a
         Top-Heavy Plan.

15.02    DETERMINATION OF TOP-HEAVY

         The Plan will be considered a Top-Heavy Plan for a Plan Year if, as of
         the Determination Date, (i) the Plan's Top Heavy Ratio exceeds 60%, or
         (ii) the Plan is part of a required Aggregation Group and the required
         Aggregation Group's Top Heavy Ratio exceeds 60%. However, and not
         withstanding the outcome under the preceding sentence, the Plan shall
         not be considered a Top-Heavy Plan for any Plan Year in which the Plan
         is a part of a Required or Permissive Aggregation Group which has a Top
         Heavy Ratio of less than 60%.

         For purposes of this Section, the following terms have the meanings
         assigned:

         "Determination Date" shall mean the last day of the preceding Plan
         Year, or, for the first Plan Year, the last day of such first Plan
         Year. On each Determination Date, the present value of the accrued
         benefits taken into account shall be determined as of the first day of
         the Plan Year in which the Determination Date occurs, which is the
         valuation date of the Plan that falls within the 12-month period ending
         on such Determination Date and the date as of which the liabilities and
         assets of the Plan are determined for such Plan Year for purposes of
         the minimum funding requirements of the Code.

         "Key Employee" shall mean any employee, former employee or beneficiary
         in an employer plan who, at any time during the current Plan Year, is

         (a)      an officer of the Participating Employers having annual
                  Compensation in excess of $130,000, adjusted as provided in
                  Code Section 416(i)(1)(A),

         (b)      a 5-percent owner of the Participating Employers, or

         (c)      a 1-percent owner of the Participating Employers having an
                  annual Compensation from the Participating Employers of more
                  than $150,000.

         For purposes of clause (a), no more than 50 employees (or, if less, the
         greater of 3 or 10 percent of the employees) shall be treated as
         officers. For purposes of determining the

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         number of officers taken into account under clause (a), employees
         described in Code Section 414(q)(5) shall be excluded.

         "Permissive Aggregation Group" shall mean any Required Aggregation
         Group and any additional plans the Participating Employers may elect to
         treat as included in the aggregation group, if the resulting group
         would continue to meet the requirements of Code Sections 401(a)(4) and
         410 with such plans taken into account.

         "Required Aggregation Group" shall mean

         (e)      each plan of a Participating Employer in which a Key Employee
                  is a Participant, and

         (f)      each other plan of such Participating Employer which enables
                  any plan described in clause (e) of this definition to meet
                  the requirements of Code Sections 401(a)(4) or 410.

         For purposes of the two preceding definitions, all defined benefit
         plans included in any such group must specify and use the same
         actuarial assumptions.

         "Top Heavy Ratio" shall mean, for a defined benefit plan, the ratio
         between the sum of the present values of the Accrued Benefits of all
         Key Employees as of any Determination Date and the sum of present
         values of all Accrued Benefits determined as of the same date. The Top
         Heavy Ratio for a defined contribution plan is the ratio of the account
         balances for Key Employees as of the Determination Date to all account
         balances as of such date. The Top Heavy Ratio for an aggregation group
         is the ratio between the total of the numerators of each plan's
         individual Top Heavy Ratio to the total of the denominators of each
         plan's Top Heavy Ratio.

         "Compensation" shall mean the compensation of the Participant from the
         Participating Employers for the year including amounts contributed by
         the Participant to any cafeteria plan, salary deferral contributions to
         a plan described in Code Section 401(k) or any salary deferral
         contributions to a simplified employee pension plan.

         For the purposes of calculating the Top Heavy Ratio for any Plan Year,
         a Participant's Accrued Benefit shall be the amount calculated as of
         the first day of the preceding Plan Year, increased by the aggregate
         distributions made with respect to him or her under the Plan during the
         the one year period ending on the Determination Date, provided,
         however, that in the event an amount is distributed to a Participant as
         a result of an event other than termination of employment, death or
         disability, a Participant's Accrued Benefit shall be increased by the
         aggregate distributions made with respect to him or her under the Plan
         during the 5 year period ending on the Determination Date. The present
         value of those distributed amounts shall be based on the actuarial
         assumptions, specified


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         by the Actuary from time to time, which assumptions shall be reasonable
         and consistent with the requirements of Code Section 416 and the
         regulations thereunder.

15.03    MINIMUM BENEFIT

         For any Plan Year in which the Plan is a Top-Heavy Plan, the minimum
         accrued benefit for each Participant who is not a Key Employee shall be
         equal to 2% of the average of his or her Compensation, as defined in
         Section 15.02 of this Plan, during the highest five consecutive Years
         of Service, multiplied by each of the Participant's first 10 Years of
         Service after December 31, 1983, in which the Plan is a Top-Heavy Plan.

15.04    MINIMUM VESTING

         For any Plan Year in which the Plan is a Top-Heavy Plan,
         notwithstanding the provisions of Section 6.02, each Participant with
         at least 3 Years of Service shall have a 100% Vested Interest in his or
         her Accrued Benefit.

15.05    CHANGE IN TOP-HEAVY STATUS

         If the Plan becomes a Top-Heavy Plan and subsequently ceases to be
         such, the vesting schedule in Section 15.04 shall continue to apply in
         determining the vested Accrued Benefit of any Participant who had at
         least 3 years of Service as of December 31 in the last Plan Year of
         top-heaviness.

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                                   ARTICLE XVI

                               BENEFIT EXCEPTIONS

16.01    Anything in the Plan to the contrary notwithstanding, the following
         shall apply to any Participant who was in the employ of Michigan Life
         Insurance Company or National Casualty Company on November 9, 1984:

         (a)      such Participant shall be deemed to be 100% vested in his or
                  her Accrued Benefit hereunder, regardless the number of his or
                  her Years of Vesting Service;

         (b)      with respect to any such Participant who retires in 1985 with
                  an improved early retirement pension under the Michigan Life
                  Insurance Company/National Casualty Insurance Company 1976
                  Restated Retirement Plan, an amount actuarially equivalent to
                  the annuity payable to such Participant from said Plan on
                  account of Participation Service hereunder shall be
                  transferred to said Plan, upon receipt of IRS approval of such
                  transfer, whereupon liability for annuity payments hereunder
                  with respect to such Participant shall cease, and

         (c)      the provisions of Article V as constituted on August 22, 1984,
                  shall apply to any Participant whose Severance Date occurred
                  on or after September 1, 1974, and before March 1, 1976, and
                  who was alive and had not reached his or her Participant Date
                  on August 23, 1984.

16.02    Any person who was an employee of a station or cable system on the date
         the station or cable system was purchased by Nationwide Communications
         Inc., shall be treated hereunder as if he or she had transferred from
         the employ of a Non-Participating Employer to the employ of a
         Participating Employer on the date of such purchase, if such purchase
         occurred prior to September 1, 1996. Service with the station or cable
         system prior to date of purchase will be treated hereunder as Service
         with a Non-Participating Employer.

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16.03    Each individual employed by ALLIED Group, Inc. and ALLIED Life
         Insurance Company on September 30, 1998, shall be credited under this
         Plan with Months of Eligibility Service and Months of Vesting Service
         equal to his or her months of service with such employer, determined as
         if such employer had been a Non-Participating Employer under this Plan
         prior to that date, provided, however, that the maximum number of
         Months of Vesting service that can be credited to any individual
         pursuant to this section is sixty (60). Each of the individuals
         described in the preceding section shall also be treated as having
         received, for purposes of this Plan, Covered Compensation during 1998
         equal to the compensation received from ALLIED Group, Inc. and/or
         ALLIED Life Insurance Company during that year.

16.04    Each Participant employed by a Participating Employer on November 1,
         1998, and employed by Wausau Service Corporation or Liberty Mutual
         Insurance Company on January 1, 1999, whose Accrued Benefit was
         transferred to the defined benefit pension plan maintained by Liberty
         Mutual Insurance Company effective as of January 1, 1999 , shall be
         treated as provided in Section 6.09.

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                                  ARTICLE XVII

                                  CONSTRUCTION

The provisions of the Plan shall be construed, regulated, administered, and
enforced according to the laws of the State of Ohio.


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                                  ARTICLE XVIII

                                    EXECUTION

The Plan, as amended, has been established by the Participating Employers in
conformity with resolutions adopted by their respective Boards of Directors and
may be executed in any number of counterparts, each of which will be considered
an original.

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                                   ARTICLE XIX

                            RETIREE MEDICAL BENEFITS

The purpose of this Article is to provide for the funding and payment of certain
sickness, accident, hospitalization, and medical expenses ("Retiree Medical
Benefits") for eligible Covered Retired Participants and their Covered
Dependents, as authorized by the Board of Directors of the Plan Sponsor or the
Benefits Committee. The provisions of this Article are intended to comply with
the requirements of Section 401(h) of the Code and regulations thereunder, which
permit payment of such medical benefits from a pension plan qualified under
Section 401(a) of the Code.

19.01    DEFINITIONS

         Each term used in this Article, unless otherwise defined herein, shall
         have the same meaning assigned to such term under the Plan. For
         purposes of this Article, the following terms shall have the following
         meanings:

         (a)      "Covered Dependent" means each of the dependents (as defined
                  in Section 152 of the Code) of Covered Retired Participants,
                  provided that, such dependents meet the conditions for
                  coverage under the Retiree Medical Plan.

         (b)      "Covered Retired Participant" means a retired Participant who
                  was an employee of the Participating Employers in the calendar
                  month immediately preceding the Covered Retired Participant's
                  Retirement Date, and who meets the requirements for coverage
                  under the Retiree Medical Plan at the time of the Covered
                  Retired Participant's Severance Date, irrespective of such
                  Participant's Retirement Date. In no event, however, shall the
                  term "Covered Retired Participant" include (i) a retired
                  Participant in the Plan who is a Key Employee (as defined in
                  Section 416(i) of the Internal Revenue Code) during any Plan
                  Year ending after December 31, 1993, or (ii) a retired
                  Participant who for any period would qualify as a Covered
                  Retired Participant but for the retired Participant's failure
                  to make contributions required of retired Participants for
                  continued coverage under the Retiree Medical Plan.

         (c)      "Retiree Medical Benefits" means the benefits provided under
                  the Retiree Medical Plan for certain sickness, accident,
                  hospitalization, and medical expenses that are derived from
                  employer contributions.

         (d)      "Retiree Medical Plan" means the portion of any Employee
                  Health Care Plan maintained by a Participating Employer that
                  provides for post-retirement medical benefit coverage for
                  Covered Retired Participants and Covered Dependents from

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                  the date this Article was adopted, and as such Retiree Medical
                  Plan may be amended from time to time thereafter.

19.02    MEDICAL BENEFITS

         Each Covered Retired Participant and Covered Dependent shall be
         eligible to receive, from time to time and subject to the provisions of
         this Article, the Retiree Medical Benefits as specified, from time to
         time, in the Retiree Medical Plan.

         Such Retiree Medical Benefits shall be provided in accordance with the
         terms and conditions of the Retiree Medical Plan, the provisions of
         which plan, as amended from time to time, are incorporated herein by
         reference for the purpose of describing, limiting, and otherwise
         providing for the payment of such Retiree Medical Benefits.

19.03    LIMITATIONS

         Retiree Medical Benefits for Covered Retired Participants and Covered
         Dependents shall be provided pursuant to the provisions of this Article
         and the Retiree Medical Plan, but subject to the following conditions
         and limitations:

         (a)      The Retiree Medical Benefits provided under this Article, when
                  added to any life insurance protection, as such term is
                  defined in Treasury Regulation 1.401-14(c) (l)(i), provided
                  under the Plan, shall at all times be subordinate to the
                  retirement benefits provided under the Plan. Therefore,
                  Retiree Medical Benefits provided under this Article shall be
                  limited so that in no event shall the aggregate contributions
                  of the Participating Employers for Retiree Medical Benefits
                  and any life insurance protection ever exceed twenty-five
                  percent (25%) of the aggregate contributions under the Plan
                  for all benefits (including contributions to provide Retiree
                  Medical Benefits and life insurance protection) accrued under
                  the Plan after the effective date of this Article, other than
                  contributions made to fund past service benefits. For purposes
                  of this subparagraph, "life insurance protection" includes any
                  benefit paid under the Plan on behalf of the Participant as a
                  result of the Participant's death to the extent the amount of
                  such benefit exceeds the amount of the reserve to provide the
                  Participant's retirement benefits under the Plan at the time
                  of his or her death, where such reserve is equal to the
                  Actuarial Equivalent of the Participants's Accrued Benefit
                  under Article III.

         (b)      The Plan and the Retiree Medical Plan shall not discriminate
                  in favor of highly compensated employees (as defined in
                  Section 414(g) of the Code) with respect to coverage,
                  contributions, or benefits. Such nondiscrimination
                  requirements shall be applied to the entire Plan, including
                  this Article.

         (c)      Prior to the satisfaction of all liabilities under the Plan to
                  provide the payment of

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                  Retiree Medical Benefits pursuant to this Article, neither
                  contributions credited to the Account described in Section
                  19.06 nor investment income attributable thereto, may be used
                  for, or diverted to, any purpose other than the provision of
                  Retiree Medical Benefits hereunder or paying necessary or
                  appropriate expenses attributable to the administration of the
                  Account. Any amount remaining in the Account after
                  satisfaction of all liabilities for Retiree Medical Benefits
                  under the Retiree Medical Plan shall be returned to the
                  Participating Employers.

19.04    CONTRIBUTIONS

         Retiree Medical Benefits payable pursuant to this Article as specified
         in Section 19.02 (as limited by Section 19.03) shall be funded through
         contributions by the Participating Employers to the Plan specifically
         designated for providing such benefits. For this purpose, the
         Participating Employers shall make annual or more frequent
         contributions to the Plan, to be credited to the Account described in
         Section 19.06, of amounts that are reasonably estimated to cover the
         total cost of the Retiree Medical Benefits to be provided pursuant to
         this Article and which contributions satisfy the general requirements
         applicable to deductions allowable under Section 404 of the Code (as
         set forth in Treasury Regulation Section 1.404(a)-3(f)). The total cost
         of providing such Retiree Medical Benefits shall be determined in
         accordance with any generally accepted actuarial method that is
         reasonable in view of the provisions and coverage of the Article, the
         funding medium, and other applicable considerations.

19.05    DISBURSEMENTS

         Disbursements from the separate subaccounts maintained in the Medical
         Benefits Account, as described in Section 19.06, shall be limited to
         payment of, in each Plan Year beginning on or after January 1, 2007,
         employer contributions for Retiree Medical Benefits under the Retiree
         Medical Plan, limited to an amount equal to the difference between:

         (a)      COSTS IN PRECEDING PLAN YEAR

                  The total, in the preceding Plan Year, of the claims costs and
                  administrative expenses attributable to Covered Retired
                  Participants and their dependents covered by such subaccounts,
                  to the extent such costs and expenses exceed the contributions
                  of Covered Retired Participants and their surviving dependents
                  for coverage under the Retiree Medical Plan in such Plan Year,
                  and

         (b)      COST IN THE BASE YEAR

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                  The total of the claims costs and administrative expenses for
                  such Covered Retired Participants and their dependents for the
                  Plan Year commencing on January 1, 2005, to the extent such
                  costs and expenses exceed the contributions of such Covered
                  Retired Participants and their surviving dependents for
                  coverage under the Retiree Medical Plan in such Plan Year.

19.06    MEDICAL BENEFITS ACCOUNT

         The separate Medical Benefits Account (the "Account"), established
         under the Plan, shall be a bookkeeping account, maintained under the
         Plan to reflect the contributions made under Section 19.04 to fund the
         Retiree Medical Benefits specified in Section 19.02. The Account shall
         consist of two subaccounts. Subaccount A shall provide Retiree Medical
         Benefits solely for Covered Retired Participants whose date of birth
         was after December 31, 1950. Subaccount B shall provide Retiree Medical
         Benefits to any Covered Retired Participant. Benefits for Covered
         Retired Participants whose date of birth was after December 31, 1950,
         shall be paid from Subaccount B until such subaccount is exhausted.
         Contributions to the Account prior to December 15, 1999, shall be
         credited to Subaccount A. Contributions after that date shall be
         credited to Subaccount B. Each subaccount shall be charged for Retiree
         Medical Benefits paid from such subaccount, charges for necessary or
         appropriate expenses attributable to the administration of the
         subaccount, and to reflect the actual investment experience of the
         subaccount.

         The Account, and the subaccounts, shall be for record keeping purposes
         only, and funds contributed to the Account and credited to either
         subaccount need not be invested separately but may be invested in any
         one or more of the funds maintained within the retirement fund without
         identification of which investments are allocable to the Account.
         However, investment income, gains, and losses may be allocated to the
         Account and the subaccounts in a reasonable manner.

19.07    AMENDMENTS

         The Benefits Committee may amend from time to time, or the Board of
         Directors of the Plan Sponsor may terminate at any time, the Retiree
         Medical Benefits provided through the Retiree Medical Plan and funded
         under this Article. The Board of Directors of the Plan Sponsor may
         terminate the Account and eliminate this Article XIX should the Account
         have a zero balance.



         If the Retiree Medical Benefits provided under this Article are
         terminated, amounts in the Account shall continue to be used to provide
         Retiree Medical Benefits payable under this Article through the date of
         termination with respect to Covered Retired Participants and

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<PAGE>

         their Covered Dependents at such date, but only to the extent amounts
         remain in the Account.

         No Participant, including but not limited to Covered Retired
         Participants and Covered Dependents, shall have any vested right to
         Retiree Medical Benefits. Accordingly, no individual has an interest in
         the Account which can be forfeited. In the event the Plan shall be
         changed at any time so that an individual has an interest which may be
         forfeited, then an amount equal to the amount of any such forfeiture
         shall be applied as soon as possible in succeeding years to reduce
         employer contributions to fund the Retiree Medical Benefits.


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<PAGE>


                                   ARTICLE XX

                             EARLY RETIREMENT WINDOW

This Article provides enhanced benefits under this Plan for Participants who
satisfy the eligibility requirements set forth in Section 20.01. Such enhanced
benefits are described in Sections 20.02 through 20.04.

20.01    ELIGIBILITY

         A Participant, who attains age 55 and completes 240 Months of Vesting
         Service on or prior to April 30, 1995, shall be eligible for the
         benefits described in this Article, if he or she:

         (a)      was, as of November 1, 1994, an employee of the Nationwide
                  Mutual Insurance Company or the Nationwide Mutual Fire
                  Insurance Company, assigned to property and casualty field
                  operations, working in a location other than the home office
                  of those companies, and such Participant was not:

                  (i)      an agency manager, or

                  (ii)     a claims adjustment employee (including, but not
                           limited to, a district claims manager, a claims
                           division manager, a claims examiner, a claims
                           representative, a claims adjuster a regional claims
                           manager, an operations claims manager, a claims
                           special investigator, a manager-claims special
                           investigations, a claims file management specialist,
                           a manager-regional case management, or a property
                           damage specialist),

                  on such date;

         (b)      files his or her election to retire between March 1, 1995, and
                  5 o'clock p.m., eastern standard time, on March 15, 1995; and

         (c)      has a Severance Date of the last day of February, March, or
                  April, 1995, and a Retirement Date of the first day of the
                  calendar month following his or her Severance Date.

         Any Participant who accrued a Month of Participation Service under
         Section 6.03 of this Plan for the month of November, 1994, shall be
         deemed to satisfy the condition of Section 20.01(a) if he or she
         satisfied that condition on his or her date of disability. Any
         Participant who fails to satisfy each of the conditions set forth in
         this Section 20.01


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         (or to be deemed to satisfy such conditions under the preceding
         paragraph), shall not be entitled to the benefits provided under the
         terms of this Article XX.

20.02    AGE ENHANCEMENT

         Any Participant who satisfies the eligibility requirements set forth in
         Section 20.01 shall have his or her early retirement benefit under
         Section 3.04 of this Plan calculated based on the application of the
         following early retirement factors, rather than those set forth in
         Section 3.04.

         Early Retirement Factors Applicable to a Participant Whose Termination
         of Employment Occurs On or After the Participant's 55th Birthday.

                              MONTHS EARLY                     FACTOR

                                     0                          100%
                                    12                          100%
                                    24                          100%
                                    36                          100%
                                    48                           99%
                                    60                           98%
                                    72                           97%
                                    84                           92%
                                    96                           87%
                                    108                          82%
                                    120                          77%

                  Early Retirement Factors Applicable to a Participant Whose
                  Termination of Employment Occurs Prior To the Participant's
                  55th Birthday.

                              MONTHS EARLY                   FACTOR

                                     0                        100%
                                    12                        100%
                                    24                        100%
                                    36                        100%
                                    48                         93.3%
                                    60                         86.6%
                                    72                         80.0%
                                    84                         73.3%
                                    96                         66.6%
                                    108                        61.3%
                                    120                        56.0%
                                    122                        55.1%

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20.03    SERVICE ENHANCEMENT

         Any Participant who satisfies the eligibility requirements set forth in
         Section 20.01 shall be credited, solely for purposes of determining his
         or her Accrued Benefit under Section 3.01 of this Plan, with 36 Months
         of Participation Service in addition to those credited under the
         remaining provisions of this Plan.

20.04    SOCIAL SECURITY ADJUSTMENT

         Any Participant who satisfies the eligibility requirements set forth in
         Section 20.01 shall be ineligible for the Level Income Option described
         in Section 4.07 of this Plan. Such Participant, if he or she has not
         yet attained age 62, shall receive the benefit described in this
         Section 20.04.

         Each Participant described in the preceding paragraph shall receive an
         annuity certain equal to his or her estimated Primary Insurance Amount
         payable at age 62 under Social Security. Such benefit shall, in no
         event, be less than $400 per month.

         (a)      ANNUITY CERTAIN

                  The annuity certain provides increased monthly payments to the
                  Participant commencing on his or her Retirement Date and
                  terminating with the payment due on

                  (i)      the last day of the calendar month in which his or
                           her death occurs, or

                  (ii)     the last day of the calendar month in which his or
                           her 62nd birthday occurs,

                  whichever occurs first. If the Participant's death occurs
                  before his or her 62nd birthday, annuity certain payments will
                  be continued to his or her beneficiary on the last day of each
                  calendar month thereafter terminating with the payment due on
                  the last day of the calendar month preceding the Participant's
                  62nd birthday.

         (b)      SOCIAL SECURITY ESTIMATE

                  For the purposes of this Section 20.04, the estimated Primary
                  Insurance Amount payable to a Participant at age 62 shall be
                  equal to 80% of the amount determined by applying 1/12 of

                  (i)      his or her last Covered Compensation or

                  (ii)     his or her Social Security Covered Compensation,
                           whichever is less, to the December 1978 Social
                           Security PIA Table, as updated from time to time.



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</TEXT>
</DOCUMENT>
