JETBLUE AIRWAYS CORP
JETBLUE AIRWAYS AMENDED RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>5
<FILENAME>file002.htm
<DESCRIPTION>JETBLUE AIRWAYS AMENDED RETIREMENT PLAN
<TEXT>
<HTML>
<HEAD>
<TITLE>
</TITLE>
</HEAD>
<BODY>
<PRE>
<PAGE>




                         JETBLUE AIRWAYS RETIREMENT PLAN


                            2005 Amended and Restated
                                 Plan and Trust



<PAGE>

                                TABLE OF CONTENTS


                                    ARTICLE I
                                   DEFINITIONS


                                   ARTICLE II
                                 ADMINISTRATION

2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER                          14

2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY                              15

2.3      POWERS AND DUTIES OF THE ADMINISTRATOR                               15

2.4      RECORDS AND REPORTS                                                  17

2.5      APPOINTMENT OF ADVISERS                                              17

2.6      PAYMENT OF EXPENSES                                                  17

2.7      CLAIMS PROCEDURE                                                     17

2.8      CLAIMS REVIEW PROCEDURE                                              18


                                   ARTICLE III
                                   ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY                                            18

3.2      EFFECTIVE DATE OF PARTICIPATION                                      18

3.3      DETERMINATION OF ELIGIBILITY                                         19

3.4      TERMINATION OF ELIGIBILITY                                           19

3.5      OMISSION OF ELIGIBLE EMPLOYEE                                        19

3.6      INCLUSION OF INELIGIBLE EMPLOYEE                                     19

3.7      REHIRED EMPLOYEES AND BREAKS IN SERVICE                              20


                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION                        21

4.2      PARTICIPANT'S SALARY REDUCTION ELECTION                              22

4.3      TIME OF PAYMENT OF EMPLOYER CONTRIBUTION                             26


                                        i
<PAGE>


4.4      ALLOCATION OF CONTRIBUTION AND EARNINGS                              26

4.5      ACTUAL DEFERRAL PERCENTAGE TESTS                                     31

4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS                       34

4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS                                 37

4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS                   40

4.9      MAXIMUM ANNUAL ADDITIONS                                             43

4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                            45

4.11     ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS            47

4.12     DIRECTED INVESTMENT ACCOUNT                                          49

4.13     QUALIFIED MILITARY SERVICE                                           52


                                    ARTICLE V
                                   VALUATIONS

5.1      VALUATION OF THE TRUST FUND                                          52

5.2      METHOD OF VALUATION                                                  52


                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT                            53

6.2      DETERMINATION OF BENEFITS UPON DEATH                                 53

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY                     54

6.4      DETERMINATION OF BENEFITS UPON TERMINATION                           55

6.5      DISTRIBUTION OF BENEFITS                                             56

6.6      DISTRIBUTION OF BENEFITS UPON DEATH                                  59

6.7      TIME OF SEGREGATION OR DISTRIBUTION                                  59

6.8      DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY                    60

6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN                       60

6.10     PRE-RETIREMENT DISTRIBUTION                                          60

6.11     ADVANCE DISTRIBUTION FOR HARDSHIP                                    61


                                       ii
<PAGE>

6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION                      62

6.13     LATEST TIME FOR MAKING DISTRIBUTION TO A TERMINATED PARTICIPANT      63


                                   ARTICLE VII
                                     TRUSTEE

7.1      BASIC RESPONSIBILITIES OF THE TRUSTEE                                63

7.2      INVESTMENT POWERS AND DUTIES OF THE TRUSTEE                          64

7.3      OTHER POWERS OF THE TRUSTEE                                          65

7.4      LOANS TO PARTICIPANTS                                                67

7.5      DUTIES OF THE TRUSTEE REGARDING PAYMENTS                             69

7.6      TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES                        69

7.7      ANNUAL REPORT OF THE TRUSTEE                                         69

7.8      AUDIT                                                                70

7.9      RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE                       71

7.10     TRANSFER OF INTEREST                                                 72

7.11     TRUSTEE INDEMNIFICATION                                              72

7.12     DIRECT ROLLOVER; MANDATORY DISTRIBUTIONS                             72

7.13     EMPLOYER SECURITIES AND REAL PROPERTY                                74


                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1      AMENDMENT                                                            74

8.2      TERMINATION                                                          75

8.3      MERGER, CONSOLIDATION OR TRANSFER OF ASSETS                          76


                                   ARTICLE IX
                              TOP HEAVY PROVISIONS

9.1      TOP HEAVY PLAN REQUIREMENTS                                          76

9.2      DETERMINATION OF TOP HEAVY STATUS                                    76



                                       iii
<PAGE>

                                    ARTICLE X
                                  MISCELLANEOUS

10.1     PARTICIPANT'S RIGHTS                                                 79

10.2     ALIENATION                                                           80

10.3     CONSTRUCTION OF PLAN                                                 81

10.4     GENDER AND NUMBER                                                    81

10.5     LEGAL ACTION                                                         81

10.6     PROHIBITION AGAINST DIVERSION OF FUNDS                               81

10.7     EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                           82

10.8     INSURER'S PROTECTIVE CLAUSE                                          82

10.9     RECEIPT AND RELEASE FOR PAYMENTS                                     82

10.10    ACTION BY THE EMPLOYER                                               83

10.11    NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY                   83

10.12    HEADINGS                                                             83

10.13    APPROVAL BY INTERNAL REVENUE SERVICE                                 84

10.14    UNIFORMITY                                                           84


                                   ARTICLE XI
                        MINIMUM DISTRIBUTION REQUIREMENTS

11.1     GENERAL RULES                                                        84

11.2     TIME AND MANNER OF DISTRIBUTION                                      84

11.3     REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME         86

11.4     REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH             86

11.5     DEFINITIONS                                                          88



                                       iv
<PAGE>


                         JETBLUE AIRWAYS RETIREMENT PLAN

          THIS AGREEMENT hereby adopted this 31st day of March, 2005, by JetBlue
Airways Corporation (herein referred to as the "Employer") and by John D. Owen,
Thomas E. Kelly and Vincent Stabile (herein collectively referred to as the
"Trustee").

                              W I T N E S S E T H:

          WHEREAS, the Employer heretofore established a Profit Sharing Plan and
Trust effective October 1, 1999 (hereinafter called the "Effective Date"),
formerly known as JetBlue Airways Corporation 401(k) Retirement Plan and
currently known as JetBlue Airways Retirement Plan (herein referred to as the
"Plan"), in recognition of the contribution made to its successful operation by
its employees and for the exclusive benefit of its eligible employees and their
beneficiaries; and

          WHEREAS, the Plan was most recently amended and restated in its
entirety by an instrument adopted on December 31, 2001, and was subsequently
amended by five additional amendments; and

          WHEREAS, under the terms of the Plan, the Employer has reserved the
right to amend the Plan; and

          WHEREAS, the Employer desires to amend and restate the Plan in its
entirety.

          NOW, THEREFORE, effective January 1, 2005, except as otherwise
provided herein, the Employer and the Trustee, in accordance with the provisions
of the Plan pertaining to amendments thereof, hereby amend the Plan in its
entirety and restate the Plan to provide as follows:


                                    ARTICLE I
                                   DEFINITIONS

     1.1 "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

     1.2 "Administrator" means the Employer unless another person or entity has
been designated by the Employer pursuant to Section 2.2 to administer the Plan
on behalf of the Employer.

     1.3 "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).


                                      -1-
<PAGE>

     1.4 "Aggregate Account" means, with respect to each Participant, the value
of all accounts maintained on behalf of a Participant, whether attributable to
Employer or Employee contributions, subject to the provisions of Section 9.2.

     1.5 "Anniversary Date" means the last day of the Plan Year.

     1.6 "Beneficiary" means the person (or entity) to whom the share of a
deceased Participant's total account is payable, subject to the restrictions of
Sections 6.2 and 6.6.

     1.7 "Code" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

     1.8 "Compensation" with respect to any Participant means such Participant's
wages as defined in Code Section 3401(a) and all other payments of compensation
by the Employer (in the course of the Employer's trade or business) for the
taxable year of the Participant ending with or within the Plan Year for which
the Employer is required to furnish annually to the Participant a written
statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be
determined without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in Code
Section 3401(a)(2)).

          For purposes of this Section, the determination of Compensation shall
be made by:

               (a) excluding, for purposes of the Employer's discretionary
          profit sharing contributions pursuant to Section 4.1(c), the following
          items: per diem allowances and other similar types of expense
          reimbursements; the value of company-paid group term life insurance;
          the value of other non-cash fringe benefits, such as incentive passes
          and "positive space" travel benefits; moving allowances, relocation
          adjustments and other similar payments and allowances; automobile
          expense allowances and reimbursements; annual bonuses to officers and
          directors, but not excluding cash incentive awards and other types of
          cash bonuses to Employees other than officers and directors; signing
          bonuses and other similar payments received in connection with
          becoming employed; "in lieu of" payments made to Highly Compensated
          Employees affected by the provisions of Section 4.10(a)(1); PTO
          payouts; any taxable compensation that may result from the grant or
          exercise of stock-based compensation; any other type of deferred
          compensation; severance pay and payments in the nature of severance
          benefits; non-taxable sick pay, workers compensation payments and
          payments under short-term and long-term disability plans; and payments
          under a pilots' loss of license income replacement plan.

               (b) excluding, for purposes of salary reduction



                                      -2-
<PAGE>

          elections pursuant to Section 4.2 and Employer matching contributions
          pursuant to Section 4.1(b), the following items: per diem allowances
          and other similar types of expense reimbursements; the value of
          company-paid group term life insurance; the value of other non-cash
          fringe benefits, such as incentive passes and "positive space" travel
          benefits; moving allowances, relocation adjustments and other similar
          payments and allowances; automobile expense allowances and
          reimbursements; signing bonuses and other similar payments received in
          connection with becoming employed; "in lieu of" payments made to
          Highly Compensated Employees affected by the provisions of Section
          4.10(a)(1); any taxable compensation that may result from the grant or
          exercise of stock-based compensation; any other type of deferred
          compensation; severance pay and payments in the nature of severance
          benefits; non-taxable sick pay; workers compensation payments and
          payments under any long- term disability plan; and payments under a
          pilots' loss of license income replacement plan.

               (c) including amounts which are contributed by the Employer
          pursuant to a salary reduction agreement and which are not includible
          in the gross income of the Participant under Code Sections 125,
          132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
          contributions described in Code Section 414(h)(2) that are treated as
          Employer contributions.

          For a Participant's initial year of participation, Compensation shall
be recognized as of such Employee's effective date of participation in the
component of the Plan for which Compensation is being used pursuant to Section
3.2.

          Compensation in excess of $200,000 (or such other amount provided in
the Code) shall be disregarded for all purposes other than for purposes of
salary deferral elections pursuant to Section 4.2. Such amount shall be adjusted
for increases in the cost of living in accordance with Code Section
401(a)(17)(B), except that the dollar increase in effect on January 1 of any
calendar year shall be effective for the Plan Year beginning with or within such
calendar year. For any short Plan Year the Compensation limit shall be an amount
equal to the Compensation limit for the calendar year in which the Plan Year
begins multiplied by the ratio obtained by dividing the number of full months in
the short Plan Year by twelve (12).

          If any class of Employees is excluded from the Plan, then Compensation
for any Employee who becomes eligible or ceases to be eligible to participate
during a Plan Year shall include only the portion of his Compensation earned
while the Employee is an Eligible Employee.

     1.9 "Contract" or "Policy" means any life insurance policy, retirement
income policy or annuity contract (group or individual) issued pursuant to the
terms of the Plan. In the event of any conflict



                                      -3-
<PAGE>

between the terms of this Plan and the terms of any contract purchased
hereunder, the Plan provisions shall control.

     1.10 "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a).

     1.11 "Designated Investment Alternative" means a specific investment
identified by name by the Employer (or such other Fiduciary who has been given
the authority to select investment options) as an available investment under the
Plan to which Plan assets may be invested by the Trustee pursuant to the
investment direction of a Participant.

     1.12 "Directed Investment Option" means one or more of the following:

               (a) a Designated Investment Alternative.

               (b) any other investment permitted by the Plan and the
          Participant Direction Procedures to which Plan assets may be invested
          by the Trustee pursuant to the investment direction of a Participant.

     1.13 "Early Retirement Date." This Plan does not provide for a retirement
date prior to Normal Retirement Date.

     1.14 "Elective Contribution" means the Employer contributions to the Plan
of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10(a). In addition, any Employer
Qualified Non-Elective Contribution made pursuant to Section 4.6(b) which is
used to satisfy the "Actual Deferral Percentage" tests shall be considered an
Elective Contribution for purposes of the Plan. Any contributions deemed to be
Elective Contributions (whether or not used to satisfy the "Actual Deferral
Percentage" tests or the "Actual Contribution Percentage" tests) shall be
subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be
required to satisfy the nondiscrimination requirements of Regulation
1.401(k)-1(b)(5) and Regulation 1.401(m)-1(b)(5), the provisions of which are
specifically incorporated herein by reference.

     1.15 "Eligible Employee" means any Employee except as specified below.

          Employees whose employment is governed by the terms of a collective
bargaining agreement between Employee representatives (within the meaning of
Code Section 7701(a)(46)) and the Employer under which retirement benefits were
the subject of good faith bargaining between the parties will not be eligible to
participate in this Plan unless such agreement expressly provides for coverage
in this Plan.



                                      -4-
<PAGE>

          Employees of Affiliated Employers shall not be eligible to participate
in this Plan unless such Affiliated Employers have specifically adopted this
Plan in writing.

          Employees classified by the Employer as independent contractors who
are subsequently determined by the Internal Revenue Service to be Employees
shall not be Eligible Employees.

          Employees who are nonresident aliens and who receive no earned income
(within the meaning of Code Section 911(d)(2)) from the Employer which
constitutes income from sources within the United States (within the meaning of
Code Section 861(a)(3).

          Employees who are Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall not be eligible to participate in this Plan.

          Employees in the following additional classifications: (a) interns,
including student interns; (b) residents of Puerto Rico; (c) customer service
representatives employed on a short-term, seasonal basis (e.g., during holiday
periods).

     1.16 "Employee" means any person who is employed by the Employer.

     1.17 "Employer" means JetBlue Airways Corporation and any successor which
shall maintain this Plan; and any predecessor which has maintained this Plan.
The Employer is a corporation, with principal offices in the State of New York.

     1.18 "Excess Aggregate Contributions" means, with respect to any Plan Year,
the excess of the aggregate amount of the Employer matching contributions made
pursuant to Section 4.1(b) and any qualified nonelective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) on behalf of
Highly Compensated Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a) (determined
by hypothetically reducing contributions made on behalf of Highly Compensated
Participants in order of the actual contribution ratios beginning with the
highest of such ratios). Such determination shall be made after first taking
into account corrections of any Excess Deferred Compensation pursuant to Section
4.2 and taking into account any adjustments of any Excess Contributions pursuant
to Section 4.6.

     1.19 "Excess Contributions" means, with respect to a Plan Year, the excess
of Elective Contributions used to satisfy the "Actual Deferral Percentage" tests
made on behalf of Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted under Section 4.5(a) (determined
by hypothetically reducing contributions made on behalf of Highly Compensated
Participants in order of the actual deferral ratios beginning with the highest
of such ratios). Excess Contributions shall be treated as an "annual addition"
pursuant to Section 4.9(b).


                                      -5-
<PAGE>

     1.20 "Excess Deferred Compensation" means, with respect to any taxable year
of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th
following the close of the Participant's taxable year. Additionally, for
purposes of Sections 9.2 and 4.4(g), Excess Deferred Compensation shall continue
to be treated as Employer contributions even if distributed pursuant to Section
4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purposes of Section 4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

     1.21 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan.

     1.22 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on January 1st of each year and ending the following December 31st.

     1.23 "Forfeiture" means that portion of a Participant's Account that is not
Vested, and occurs on the earlier of:

               (a) the distribution of the entire Vested portion of the
          Participant's Account of a Former Participant who has severed
          employment with the Employer, or

               (b) the last day of the Plan Year in which a Former Participant
          who has severed employment with the Employer incurs five (5)
          consecutive 1-Year Breaks in Service.

          Regardless of the preceding provisions, if a Former Participant is
eligible to share in the allocation of Employer contributions or Forfeitures in
the year in which the Forfeiture would otherwise occur, then the Forfeiture will
not occur until the end of the first Plan Year for which the Former Participant
is not eligible to share in the allocation of Employer contributions or
Forfeitures. Furthermore, the term "Forfeiture" shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

     1.24 "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

     1.25 "415 Compensation" with respect to any Participant means


                                      -6-
<PAGE>

such Participant's wages as defined in Code Section 3401(a) and all other
payments of compensation by the Employer (in the course of the Employer's trade
or business) for a Plan Year for which the Employer is required to furnish the
Participant a written statement under Code Sections 6041(d), 6051(a)(3) and
6052. "415 Compensation" must be determined without regard to any rules under
Code Section 3401(a) that limit the remuneration included in wages based on the
nature or location of the employment or the services performed (such as the
exception for agricultural labor in Code Section 3401(a)(2)).

          For purposes of this Section, the determination of "415 Compensation"
shall include any elective deferral (as defined in Code Section 402(g)(3)), and
any amount which is contributed or deferred by the Employer at the election of
the Participant and which is not includible in the gross income of the
Participant by reason of Code Sections 125, 132(f)(4) or 457.

     1.26 "414(s) Compensation" means any definition of compensation that
satisfies the nondiscrimination requirements of Code Section 414(s) and the
Regulations thereunder. The period for determining 414(s) Compensation must be
either the Plan Year or the calendar year ending with or within the Plan Year.
An Employer may further limit the period taken into account to that part of the
Plan Year or calendar year in which an Employee was a Participant in the
component of the Plan being tested. The period used to determine 414(s)
Compensation must be applied uniformly to all Participants for the Plan Year.

     1.27 "Highly Compensated Employee" means, for Plan Years beginning after
December 31, 1996, an Employee described in Code Section 414(q) and the
Regulations thereunder, and generally means any Employee who:

               (a) was a "five percent owner" as defined in Section 1.32(c) at
          any time during the "determination year" or the "lookback year"; or

               (b) for the "lookback year" had "415 Compensation" from the
          Employer in excess of $80,000 and was in the Top-Paid Group for the
          "lookback year". The $80,000 amount is adjusted at the same time and
          in the same manner as under Code Section 415(d), except that the base
          period is the calendar quarter ending September 30, 1996.

          The "determination year" means the Plan Year for which testing is
being performed, and the "lookback year" means the immediately preceding twelve
(12) month period.

          A highly compensated former Employee is based on the rules applicable
to determining Highly Compensated Employee status as in effect for the
"determination year," in accordance with Regulation 1.414(q)-1T, A4 and IRS
Notice 9745 (or any superseding guidance).

          In determining whether an Employee is a Highly Compensated Employee
for a Plan Year beginning in 1997, the amendments to Code



                                      -7-
<PAGE>

Section 414(q) stated above are treated as having been in effect for years
beginning in 1996.

          In determining who is a Highly Compensated Employee, Employees who are
nonresident aliens and who received no earned income (within the meaning of Code
Section 911(d)(2)) from the Employer constituting United States source income
within the meaning of Code Section 861(a)(3) shall not be treated as Employees.
Additionally, all Affiliated Employers shall be taken into account as a single
employer and Leased Employees within the meaning of Code Sections 414(n)(2) and
414(o)(2) shall be considered Employees unless such Leased Employees are covered
by a plan described in Code Section 414(n)(5) and are not covered in any
qualified plan maintained by the Employer. The exclusion of Leased Employees for
this purpose shall be applied on a uniform and consistent basis for all of the
Employer's retirement plans. Highly Compensated Former Employees shall be
treated as Highly Compensated Employees without regard to whether they performed
services during the "determination year."

     1.28 "Highly Compensated Participant" means any Highly Compensated Employee
who is eligible to participate in the component of the Plan being tested.

     1.29 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties (these hours will be credited to the Employee for
the computation period in which the duties are performed); (2) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, layoff, military duty or
leave of absence) during the applicable computation period (these hours will be
calculated and credited pursuant to Department of Labor regulation 2530.200b-2
which is incorporated herein by reference); (3) each hour for which back pay is
awarded or agreed to by the Employer without regard to mitigation of damages
(these hours will be credited to the Employee for the computation period or
periods to which the award or agreement pertains rather than the computation
period in which the award, agreement or payment is made). The same Hours of
Service shall not be credited both under (1) or (2), as the case may be, and
under (3).

          Notwithstanding (2) above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses



                                      -8-
<PAGE>

an Employee for medical or medically related expenses incurred by the Employee.

          For purposes of (2) above, a payment shall be deemed to be made by or
due from the Employer regardless of whether such payment is made by or due from
the Employer directly, or indirectly through, among others, a trust fund, or
insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

          Notwithstanding the foregoing, for purposes of vesting hereunder, a
Participant shall be credited with Hours of Service on the basis of his payroll
period in accordance with the equivalencies set forth in Department of Labor
regulation 2530.200b-3(e)(1), which is incorporated herein by reference.

          For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

     1.30 "Income" means the income or losses allocable to Excess Deferred
Compensation, Excess Contributions or Excess Aggregate Contributions which
amount shall be allocated in the same manner as income or losses are allocated
pursuant to Section 4.4(f).

     1.31 "Investment Manager" means an entity that (a) has the power to manage,
acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility
to the Plan in writing. Such entity must be a person, firm, or corporation
registered as an investment adviser under the Investment Advisers Act of 1940, a
bank, or an insurance company.

     1.32 "Key Employee" means an Employee or former Employee (including any
deceased Employee) who at any time during the Plan Year that includes the
Determination Date was an officer of the Employer having annual 415 Compensation
greater than $130,000 (as adjusted under Code Section 416(i)(1)), a 5-percent
owner of the Employer, or a 1-percent owner of the Employer having annual
compensation of more than $150,000. For this purpose, annual compensation means
compensation within the meaning of Code Section 415(c)(3). The determination of
who is a Key Employee will be made in accordance with Code Section 416(i)(1) and
the applicable Regulations and other guidance of general applicability issued
thereunder.

     1.33 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached Normal Retirement Date.

     1.34 "Leased Employee" means any person (other than an Employee of the
recipient Employer) who, pursuant to an agreement between the recipient Employer
and any other person or entity ("leasing organization"), has performed services
for the recipient (or for the


                                      -9-
<PAGE>

recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are performed under primary direction or control by the
recipient Employer.

     1.35 "Non-Elective Contribution" means the Employer contributions to the
Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution used in the "Actual Deferral Percentage" tests.

     1.36 "Non-Highly Compensated Participant" means, for Plan Years beginning
after December 31, 1996, any Participant who is not a Highly Compensated
Employee. However, for purposes of Section 4.5(a) and Section 4.6, if the prior
year testing method is used, a Non-Highly Compensated Participant shall be
determined using the definition of Highly Compensated Employee in effect for the
preceding Plan Year.

     1.37 "Non-Key Employee" means any Employee or former Employee (and such
Employee's or former Employee's Beneficiaries) who is not, and has never been a
Key Employee.

     1.38 "Normal Retirement Age" means the Participant's 60th birthday. A
Participant shall become fully Vested in the Participant's Account upon
attaining Normal Retirement Age.

     1.39 "Normal Retirement Date" means the first day of the month coinciding
with or next following the Participant's Normal Retirement Age.

     1.40 "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

          "Authorized leave of absence" means an unpaid, temporary cessation
from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

          A "maternity or paternity leave of absence" means an absence from work
for any period by reason of the Employee's pregnancy, birth of the Employee's
child, placement of a child with the Employee in connection with the adoption of
such child, or any absence for the purpose of caring for such child for a period
immediately following such birth or placement. For this purpose, Hours of
Service shall be credited for the computation period in which the absence from
work begins, only if credit therefore is necessary to prevent the Employee from
incurring a 1-Year Break in Service, or, in


                                      -10-
<PAGE>

any other case, in the immediately following computation period. The Hours of
Service credited for a "maternity or paternity leave of absence" shall be those
which would normally have been credited but for such absence, or, in any case in
which the Administrator is unable to determine such hours normally credited,
eight (8) Hours of Service per day. The total Hours of Service required to be
credited for a "maternity or paternity leave of absence" shall not exceed the
number of Hours of Service needed to prevent the Employee from incurring a
1-Year Break in Service.

     1.41 "Participant" means any Eligible Employee who participates in the Plan
and has not for any reason become ineligible to participate further in the Plan.

     1.42 "Participant Direction Procedures" means such instructions, guidelines
or policies, the terms of which are incorporated herein, as shall be established
pursuant to Section 4.12 and observed by the Administrator and applied and
provided to Participants who have Participant Directed Accounts.

     1.43 "Participant's Account" means the account established and maintained
by the Administrator for each Participant with respect to such Participant's
total interest in the Plan and Trust resulting from the Employer Non-Elective
Contributions.

          A separate accounting shall be maintained with respect to that portion
of the Participant's Account attributable to Employer matching contributions
made pursuant to Section 4.1(b), Employer discretionary contributions made
pursuant to Section 4.1(c) and any Employer Qualified Non-Elective
Contributions.

     1.44 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

     1.45 "Participant's Directed Account" means that portion of a Participant's
interest in the Plan with respect to which the Participant has directed the
investment in accordance with the Participant Direction Procedure.

     1.46 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to the
Participant's total interest in the Plan and Trust resulting from the Employer
Elective Contributions used to satisfy the "Actual Deferral Percentage" tests. A
separate accounting shall be maintained with respect to that portion of the
Participant's Elective Account attributable to such Elective Contributions
pursuant to Section 4.2 and any Employer Qualified Non-Elective Contributions.

     1.47 "Participant's Transfer/Rollover Account" means the account
established and maintained by the Administrator for each Participant with
respect to the Participant's total interest in the Plan resulting from amounts
transferred to this Plan from a direct plan-to-plan transfer and/or with respect
to such Participant's interest in the Plan resulting from amounts transferred
from another qualified plan or


                                      -11-
<PAGE>

"conduit" Individual Retirement Account in accordance with Section 4.11.

          A separate accounting shall be maintained with respect to that portion
of the Participant's Transfer/Rollover Account attributable to transfers (within
the meaning of Code Section 414(l)) and "rollovers."

     1.48 "Plan" means this instrument, including all amendments thereto.

     1.49 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st,
except for the first Plan Year which commenced October 1st.

     1.50 "Qualified Non-Elective Contribution" means any Employer contributions
made pursuant to Section 4.6(b) and Section 4.8(f). Such contributions shall be
considered an Elective Contribution for the purposes of the Plan and used to
satisfy the "Actual Deferral Percentage" tests or the "Actual Contribution
Percentage" tests.

     1.51 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or a delegate of the Secretary of the Treasury, and as
amended from time to time.

     1.52 "Retired Participant" means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.

     1.53 "Retirement Date" means the date as of which a Participant retires for
reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 6.1).

     1.54 "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.

     1.55 "Top Heavy Plan" means a plan described in Section 9.2(a).

     1.56 "Top Heavy Plan Year" means a Plan Year during which the Plan is a Top
Heavy Plan.

     1.57 "Top-Paid Group" means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of "415 Compensation" received from the Employer during such year. All
Affiliated Employers shall be taken into account as a single employer, and
Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2)
shall be considered Employees unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) and are not covered in any qualified plan
maintained by the Employer. Employees who are nonresident aliens who received no
earned income (within the meaning of Code



                                      -12-
<PAGE>

Section 911(d)(2)) from the Employer constituting United States source income
within the meaning of Code Section 861(a)(3) shall not be treated as Employees.
Furthermore, for the purpose of determining the number of active Employees in
any year, the following additional Employees shall also be excluded, however,
such Employees shall still be considered for the purpose of identifying the
particular Employees in the Top-Paid Group:

               (a) Employees with less than six (6) months of service;

               (b) Employees who normally work less than 17 1/2 hours per week;

               (c) Employees who normally work less than six (6) months during a
          year; and

               (d) Employees who have not yet attained age twenty-one (21).

          In addition, if 90 percent or more of the Employees of the Employer
are covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and the
Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top-Paid Group.

          The foregoing exclusions set forth in this Section shall be applied on
a uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.

     1.58 "Total and Permanent Disability" means a physical or mental condition
of a Participant resulting from bodily injury, disease, or mental disorder which
renders such Participant incapable of continuing usual and customary employment
with the Employer. The disability of a Participant shall be determined by a
licensed physician chosen by the Administrator. The determination shall be
applied uniformly to all Participants.

     1.59 "Trustee" means the person or entity named as trustee herein or in any
separate trust forming a part of this Plan, and any successors.

     1.60 "Trust Fund" means the assets of the Plan and Trust as the same shall
exist from time to time.

     1.61 "Valuation Date" means the Anniversary Date and may include any other
date or dates deemed necessary or appropriate by the Administrator for the
valuation of the Participants' accounts during the Plan Year, which may include
any day that the Trustee, any transfer agent appointed by the Trustee or the
Employer or any stock exchange used by such agent, are open for business.



                                      -13-
<PAGE>

     1.62 "Vested" means the nonforfeitable portion of any account maintained on
behalf of a Participant.

     1.63 "Year of Service" means the 12-month computation period set forth
below during which an Employee is credited with at least 1,000 Hours of Service.

          For vesting purposes, the computation period is the fiscal period
based upon which a Participant's Compensation for the Plan Year is determined
for purposes of Section 1.8.

          Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c).

          Years of Service with any Affiliated Employer shall be recognized.

          Years of Service with LiveTV, LLC and its predecessors shall be
recognized.


                                   ARTICLE II
                                 ADMINISTRATION

2.1  POWERS AND RESPONSIBILITIES OF THE EMPLOYER

               (a) In addition to the general powers and responsibilities
          otherwise provided for in this Plan, the Employer shall be empowered
          to appoint and remove the Trustee and the Administrator from time to
          time as it deems necessary for the proper administration of the Plan
          to ensure that the Plan is being operated for the exclusive benefit of
          the Participants and their Beneficiaries in accordance with the terms
          of the Plan, the Code, and the Act. The Employer may appoint counsel,
          specialists, advisers, agents (including any nonfiduciary agent) and
          other persons as the Employer deems necessary or desirable in
          connection with the exercise of its fiduciary duties under this Plan.
          The Employer may compensate such agents or advisers from the assets of
          the Plan as fiduciary expenses (but not including any business
          (settlor) expenses of the Employer), to the extent not paid by the
          Employer.

               (b) The Employer may, by written agreement or designation,
          appoint at its option an Investment Manager (qualified under the
          Investment Company Act of 1940 as amended), investment adviser, or
          other agent to provide direction to the Trustee with respect to any or
          all of the Plan assets. Such appointment shall be given by the
          Employer in writing in a form acceptable to the Trustee and shall
          specifically identify the Plan assets with respect to which the
          Investment Manager or other agent shall have authority to direct the
          investment.



                                      -14-
<PAGE>

               (c) The Employer shall establish a "funding policy and method,"
          i.e., it shall determine whether the Plan has a short run need for
          liquidity (e.g., to pay benefits) or whether liquidity is a long run
          goal and investment growth (and stability of same) is a more current
          need, or shall appoint a qualified person to do so. The Employer or
          its delegate shall communicate such needs and goals to the Trustee,
          who shall coordinate such Plan needs with its investment policy. The
          communication of such a "funding policy and method" shall not,
          however, constitute a directive to the Trustee as to the investment of
          the Trust Funds. Such "funding policy and method" shall be consistent
          with the objectives of this Plan and with the requirements of Title I
          of the Act.

               (d) The Employer shall periodically review the performance of any
          Fiduciary or other person to whom duties have been delegated or
          allocated by it under the provisions of this Plan or pursuant to
          procedures established hereunder. This requirement may be satisfied by
          formal periodic review by the Employer or by a qualified person
          specifically designated by the Employer, through day-to-day conduct
          and evaluation, or through other appropriate ways.

2.2  DESIGNATION OF ADMINISTRATIVE AUTHORITY

          The Employer shall be the Administrator. The Employer may appoint any
person, including, but not limited to, the Employees of the Employer, to perform
the duties of the Administrator. Any person so appointed shall signify
acceptance by filing written acceptance with the Employer. Upon the resignation
or removal of any individual performing the duties of the Administrator, the
Employer may designate a successor.

2.3  POWERS AND DUTIES OF THE ADMINISTRATOR

          The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons. The Administrator may establish procedures, correct any defect,
supply any information, or reconcile any inconsistency in such manner and to
such extent as shall be deemed necessary or advisable to carry out the purpose
of the Plan; provided, however, that any procedure, discretionary act,
interpretation or construction shall be done in a nondiscriminatory manner based
upon uniform principles consistently applied and shall be consistent with the
intent that the Plan shall continue to be deemed a qualified plan


                                      -15-
<PAGE>


under the terms of Code Section 401(a), and shall comply with the terms of the
Act and all regulations issued pursuant thereto. The Administrator shall have
all powers necessary or appropriate to accomplish the Administrator's duties
under the Plan.

          The Administrator shall be charged with the duties of the general
administration of the Plan as set forth under the terms of the Plan, including,
but not limited to, the following:

               (a) the discretion to determine all questions relating to the
          eligibility of Employees to participate or remain a Participant
          hereunder and to receive benefits under the Plan;

               (b) to compute, certify, and direct the Trustee with respect to
          the amount and the kind of benefits to which any Participant shall be
          entitled hereunder;

               (c) to authorize and direct the Trustee with respect to all
          discretionary or otherwise directed disbursements from the Trust;

               (d) to maintain all necessary records for the administration of
          the Plan;

               (e) to interpret the provisions of the Plan and to make and
          publish such rules for regulation of the Plan as are consistent with
          the terms hereof;

               (f) to determine the size and type of any Contract to be
          purchased from any insurer, and to designate the insurer from which
          such Contract shall be purchased;

               (g) to compute and certify to the Employer and to the Trustee
          from time to time the sums of money necessary or desirable to be
          contributed to the Plan;

               (h) to consult with the Employer and the Trustee regarding the
          short and long-term liquidity needs of the Plan in order that the
          Trustee can exercise any investment discretion in a manner designed to
          accomplish specific objectives;

               (i) to prepare and implement a procedure to notify Eligible
          Employees that they may elect to have a portion of their Compensation
          deferred or paid to them in cash;

               (j) to act as the named Fiduciary responsible for communications
          with Participants as needed to maintain Plan compliance with Act
          Section 404(c), including, but not limited to, the receipt and
          transmitting of Participant's directions as to the investment of their
          account(s) under the Plan and the formulation of policies, rules, and
          procedures pursuant to which Participants may give


                                      -16-
<PAGE>

          investment instructions with respect to the investment of their
          accounts;

               (k) to determine the validity of, and take appropriate action
          with respect to, any qualified domestic relations order received by
          it; and

               (l) to assist any Participant regarding the Participant's rights,
          benefits, or elections available under the Plan.

2.4  RECORDS AND REPORTS

          The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, policies, and other data that may be
necessary for proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

2.5  APPOINTMENT OF ADVISERS

          The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, agents (including
nonfiduciary agents) and other persons as the Administrator or the Trustee deems
necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and to Plan Participants.

2.6  PAYMENT OF EXPENSES

          All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses incident
to the functioning of the Administrator, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties under
the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator or the Trustee in carrying out the
instructions of Participants as to the directed investment of their accounts and
other specialists and their agents, the costs of any bonds required pursuant to
Act Section 412, and other costs of administering the Plan. Until paid, the
expenses shall constitute a liability of the Trust Fund.

2.7  CLAIMS PROCEDURE

          Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within ninety (90) days after the



                                      -17-
<PAGE>

application is filed, or such period as is required by applicable law or
Department of Labor regulation. In the event the claim is denied, the reasons
for the denial shall be specifically set forth in the notice in language
calculated to be understood by the claimant, pertinent provisions of the Plan
shall be cited, and, where appropriate, an explanation as to how the claimant
can perfect the claim will be provided. In addition, the claimant shall be
furnished with an explanation of the Plan's claims review procedure.

2.8  CLAIMS REVIEW PROCEDURE

          Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.7
shall be afforded a reasonable opportunity for a full and fair review of such
decision under a claims review procedure established by the Administrator. Such
claims review procedure shall comply with the requirements of Department of
Labor regulation 2560.503-1, as amended from time to time.


                                   ARTICLE III
                                   ELIGIBILITY

3.1  CONDITIONS OF ELIGIBILITY

          An Eligible Employee shall be eligible to participate hereunder on the
date of such Employee's employment with the Employer.

3.2  EFFECTIVE DATE OF PARTICIPATION

          With respect to salary reduction elections pursuant to Section 4.2 and
Employer matching contributions pursuant to Section 4.1(b), an Eligible Employee
shall become a Participant in the Plan effective as of the later of (a) his date
of employment with the Employer and (b) the first day of the payroll period in
which his deferral election becomes effective in accordance with the rules
established pursuant to Section 4.2(j).

          With respect to Employer discretionary contributions pursuant to
Section 4.1(c), an Eligible Employee shall become a Participant effective as of
the date on which such Employee satisfies the eligibility requirements of
Section 3.1.

          If, prior to the effective date of participation, an Employee who has
satisfied the eligibility conditions set forth in Section 3.1 above and would
otherwise have become a Participant, shall go from an ineligible classification
of Employee to that of an Eligible Employee, such Employee shall enter into
participation on the date such Employee becomes an Eligible Employee or, if
later, the date the Employee would otherwise have entered the Plan had the
Employee always been an Eligible Employee.

          If, prior to the effective date of participation, an Employee who has
satisfied the eligibility conditions set forth in


                                      -18-
<PAGE>

Section 3.1 and would otherwise become a Participant, shall go from the
classification of an Eligible Employee to an ineligible classification of
Employees, such Employee shall enter into participation on the date such
Employee again becomes an Eligible Employee, or, if later, the date the Employee
would otherwise have entered into participation had the Employee always been an
Eligible Employee. However, if such Employee incurs a 1-Year Break in Service,
eligibility will be determined under the Break in Service rules set forth in
Section 3.7.

3.3  DETERMINATION OF ELIGIBILITY

          The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review pursuant to Section 2.8.

3.4  TERMINATION OF ELIGIBILITY

          In the event a Participant shall go from a classification of an
Eligible Employee to an ineligible Employee, such Former Participant shall
continue to vest in the Plan for each Year of Service completed while a
non-eligible Employee, until such time as the Participant's Account is forfeited
or distributed pursuant to the terms of the Plan. Additionally, the Former
Participant's interest in the Plan shall continue to share in the earnings of
the Trust Fund.

3.5  OMISSION OF ELIGIBLE EMPLOYEE

          If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by the Employer for the year has been made
and allocated, then the Employer shall make a subsequent contribution, if
necessary after the application of Section 4.4(c), so that the omitted Employee
receives a total amount which the Employee would have received (including both
Employer contributions and earnings thereon) had the Employee not been omitted.
Such contribution shall be made regardless of whether it is deductible in whole
or in part in any taxable year under applicable provisions of the Code.

3.6  INCLUSION OF INELIGIBLE EMPLOYEE

          If, in any Plan Year, any person who should not have been included as
a Participant in the Plan is erroneously included and discovery of such
inclusion is not made until after a contribution for the year has been made and
allocated, the Employer shall be entitled to recover the contribution made with
respect to the ineligible person provided the error is discovered within twelve
(12) months of the date on which it was made. Otherwise, the amount contributed
with respect to the ineligible person shall constitute a Forfeiture for the Plan
Year in which the discovery is made. Notwithstanding the foregoing,


                                      -19-
<PAGE>

any Deferred Compensation made by an ineligible person shall be distributed to
the person (along with any earnings attributable to such Deferred Compensation).

3.7  REHIRED EMPLOYEES AND BREAKS IN SERVICE

               (a) If any Participant becomes a Former Participant due to
          severance from employment with the Employer and is re-employed by the
          Employer before a 1-Year Break in Service occurs, the Former
          Participant shall become a Participant as of the re-employment date.

               (b) If any Participant becomes a Former Participant due to
          severance from employment with the Employer and is re-employed after a
          1-Year Break in Service has occurred, Years of Service shall include
          Years of Service prior to the 1-Year Break in Service subject to the
          following rules:

               (1) In the case of a Former Participant who under the Plan does
               not have a nonforfeitable right to any interest in the Plan
               resulting from Employer contributions, Years of Service before a
               period of 1-Year Break in Service will not be taken into account
               if the number of consecutive 1-Year Breaks in Service equal or
               exceed the greater of (A) five (5) or (B) the aggregate number of
               pre-break Years of Service. Such aggregate number of Years of
               Service will not include any Years of Service disregarded under
               the preceding sentence by reason of prior 1-Year Breaks in
               Service.

               (2) A Former Participant shall participate in the Plan as of the
               date of re-employment.

               (c) After a Former Participant who has severed employment with
          the Employer incurs five (5) consecutive 1-Year Breaks in Service, the
          Vested portion of said Former Participant's Account attributable to
          pre-break service shall not be increased as a result of post-break
          service. In such case, separate accounts will be maintained as
          follows:

               (1) one account for nonforfeitable benefits attributable to
               pre-break service; and

               (2) one account representing the Participant's Employer derived
               account balance in the Plan attributable to post-break service.

               (d) If any Participant becomes a Former Participant due to
          severance of employment with the Employer and is re-employed by the
          Employer before five (5) consecutive 1-Year Breaks in Service, and
          such Former Participant had received a distribution of the entire
          Vested interest prior to re-employment, then the forfeited account
          shall be reinstated only if the Former Participant repays the full
          amount which


                                      -20-
<PAGE>

          had been distributed. Such repayment must be made before the earlier
          of five (5) years after the first date on which the Participant is
          subsequently re-employed by the Employer or the close of the first
          period of five (5) consecutive 1-Year Breaks in Service commencing
          after the distribution. If a distribution occurs for any reason other
          than a severance of employment, the time for repayment may not end
          earlier than five (5) years after the date of distribution. In the
          event the Former Participant does repay the full amount distributed,
          the undistributed forfeited portion of the Participant's Account must
          be restored in full, unadjusted by any gains or losses occurring
          subsequent to the Valuation Date preceding the distribution. The
          source for such reinstatement may be Forfeitures occurring during the
          Plan Year. If such source is insufficient, then the Employer will
          contribute an amount which is sufficient to restore any such forfeited
          Accounts provided, however, that if a discretionary contribution is
          made for such year pursuant to Section 4.1(c), such contribution will
          first be applied to restore any such Accounts and the remainder shall
          be allocated in accordance with Section 4.4.


                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

          For each Plan Year, the Employer shall contribute to the Plan:

               (a) The amount of the total salary reduction elections of all
          Participants made pursuant to Section 4.2(a), which amount shall be
          deemed an Employer Elective Contribution.

               (b) On behalf of a Participant who elects to defer Compensation
          in accordance with Section 4.2(a) hereof, a matching contribution
          equal to 100% of such Participant's Deferred Compensation not in
          excess of 3% of his Compensation for the Plan Year, which amount shall
          be deemed an Employer Non-Elective Contribution. For purposes of the
          foregoing, the Employer shall accrue an incremental portion of the
          matching contribution separately each pay period during the Year, and
          shall contribute with respect to each pay period only the amount not
          in excess of 3% of the Participant's Compensation for the period.
          After the end of the Plan Year, the Employer shall make a "true-up"
          contribution on behalf of each Participant, equal to the excess of the
          matching contribution payable for the entire Plan Year, as determined
          under the first sentence hereof, over the aggregate amount of the
          periodic contributions previously made for the Year.

               (c) A discretionary amount, which amount, if any,


                                      -21-
<PAGE>

          shall be deemed an Employer Non-Elective Contribution.

               (d) Additionally, to the extent necessary, the Employer shall
          contribute to the Plan the amount necessary to provide the top heavy
          minimum contribution.

All contributions by the Employer shall be made in cash or in such property as
is acceptable to the Trustee.

4.2  PARTICIPANT'S SALARY REDUCTION ELECTION

               (a) Each Participant may elect to defer, from the Compensation
          otherwise payable to him during the Plan Year but for such election,
          an amount not exceeding the limits otherwise set forth in this Plan. A
          deferral election (or modification of an earlier election) may not be
          made with respect to Compensation that is currently available on or
          before the date the Participant executes such election. For purposes
          of this Section, Compensation shall be determined prior to any
          reductions made pursuant to Code Sections 125, 132(f)(4), 402(e)(3),
          402(h)(1)(B), 403(b) or 457(b), and Employee contributions described
          in Code Section 414(h)(2) that are treated as Employer contributions.

                    The amount by which Compensation is reduced shall be that
          Participant's Deferred Compensation and be treated as an Employer
          Elective Contribution and allocated to that Participant's Elective
          Account.

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

               (b) The balance in each Participant's Elective Account shall be
          fully Vested at all times and, except as otherwise provided herein,
          shall not be subject to Forfeiture for any reason.

               (c) Notwithstanding anything in the Plan to the contrary, amounts
          held in the Participant's Elective Account may not be distributable
          (including any offset of loans) earlier than:

               (1) a Participant's severance from employment, Total


                                      -22-
<PAGE>

               and Permanent Disability, or death;

               (2) a Participant's attainment of age 59 1/2;

               (3) the termination of the Plan without the existence at the time
               of Plan termination of another defined contribution plan or the
               establishment of a successor defined contribution plan by the
               Employer or an Affiliated Employer within the period ending
               twelve months after distribution of all assets from the Plan
               maintained by the Employer. For this purpose, a defined
               contribution plan does not include an employee stock ownership
               plan (as defined in Code Section 4975(e)(7) or 409), a simplified
               employee pension plan (as defined in Code Section 408(k)), or a
               simple individual retirement account plan (as defined in Code
               Section 408(p));

               (4) the date of disposition by the Employer to an entity that is
               not an Affiliated Employer of substantially all of the assets
               (within the meaning of Code Section 409(d)(2)) used in a trade or
               business of such corporation if such corporation continues to
               maintain this Plan after the disposition with respect to a
               Participant who continues employment with the corporation
               acquiring such assets;

               (5) the date of disposition by the Employer or an Affiliated
               Employer who maintains the Plan of its interest in a subsidiary
               (within the meaning of Code Section 409(d)(3)) to an entity which
               is not an Affiliated Employer but only with respect to a
               Participant who continues employment with such subsidiary; or

               (6) the proven financial hardship of a Participant, subject to
               the limitations of Section 6.11.

               (d) For each Plan Year, a Participant's Deferred Compensation
          made under this Plan and all other plans, contracts or arrangements of
          the Employer maintaining this Plan shall not exceed, during any
          taxable year of the Participant, the limitation imposed by Code
          Section 402(g), as in effect at the beginning of such taxable year,
          except to the extent permitted under Section 4.2(a) and Code Section
          414(v). If such dollar limitation is exceeded, a Participant will be
          deemed to have notified the Administrator of such excess amount, which
          shall be distributed in a manner consistent with Section 4.2(f). The
          foregoing dollar limitations shall be adjusted annually pursuant to
          the method provided in the Code and Regulations.

               (e) In the event a Participant has received a hardship
          distribution from the Participant's Elective


                                      -23-
<PAGE>

          Account pursuant to Section 6.11(b) or pursuant to Regulation
          1.401(k)-1(d)(2)(iv)(B) from any other plan maintained by the
          Employer, then such Participant shall not be permitted to elect to
          have Deferred Compensation contributed to the Plan for a period of
          twelve (12) months following the receipt of the distribution.
          Furthermore, the dollar limitation under Code Section 402(g) shall be
          reduced, with respect to the Participant's taxable year following the
          taxable year in which the hardship distribution was made, by the
          amount of such Participant's Deferred Compensation, if any, pursuant
          to this Plan (and any other plan maintained by the Employer) for the
          taxable year of the hardship distribution.

               (f) If a Participant's Deferred Compensation under this Plan
          together with any elective deferrals (as defined in Regulation
          1.402(g)-1(b)) under another qualified cash or deferred arrangement
          (as described in Code Section 401(k)), a simplified employee pension
          (as described in Code Section 408(k)(6)), a simple individual
          retirement account plan (as described in Code Section 408(p)), a
          salary reduction arrangement (within the meaning of Code Section
          3121(a)(5)(D)), a deferred compensation plan under Code Section
          457(b), or a trust described in Code Section 501(c)(18) cumulatively
          exceed the limitation imposed by Code Section 402(g) (as adjusted
          annually in accordance with the method provided in Code Section 415(d)
          pursuant to Regulations) for such Participant's taxable year, the
          Participant may, not later than March 1 following the close of the
          Participant's taxable year, notify the Administrator in writing of
          such excess and request that the Participant's Deferred Compensation
          under this Plan be reduced by an amount specified by the Participant.
          In such event, the Administrator may direct the Trustee to distribute
          such excess amount (and any Income allocable to such excess amount) to
          the Participant not later than the first April 15th following the
          close of the Participant's taxable year. Any distribution of less than
          the entire amount of Excess Deferred Compensation and Income shall be
          treated as a pro rata distribution of Excess Deferred Compensation and
          Income. The amount distributed shall not exceed the Participant's
          Deferred Compensation under the Plan for the taxable year (and any
          Income allocable to such excess amount). Any distribution on or before
          the last day of the Participant's taxable year must satisfy each of
          the following conditions:

               (1) the distribution must be made after the date on which the
               Plan received the Excess Deferred Compensation;

               (2) the Participant shall designate the distribution as Excess
               Deferred Compensation; and


                                      -24-
<PAGE>

               (3) the Plan must designate the distribution as a distribution of
               Excess Deferred Compensation.

                    Any distribution made pursuant to this Section 4.2(f) shall
          be made first from unmatched Deferred Compensation and, thereafter,
          from Deferred Compensation which is matched. Matching contributions
          which relate to such Deferred Compensation shall be forfeited.

               (g) Notwithstanding Section 4.2(f) above, a Participant's Excess
          Deferred Compensation shall be reduced, but not below zero, by any
          distribution of Excess Contributions pursuant to Section 4.6(a) for
          the Plan Year beginning with or within the taxable year of the
          Participant.

               (h) At Normal Retirement Date, or such other date when the
          Participant shall be entitled to receive benefits, the fair market
          value of the Participant's Elective Account shall be used to provide
          additional benefits to the Participant or the Participant's
          Beneficiary.

               (i) Employer Elective Contributions made pursuant to this Section
          may be segregated into a separate account for each Participant in a
          federally insured savings account, certificate of deposit in a bank or
          savings and loan association, money market certificate, or other
          short-term debt security acceptable to the Trustee until such time as
          the allocations pursuant to Section 4.4 have been made.

               (j) The Employer and the Administrator shall implement the salary
          reduction elections provided for herein in accordance with the
          following:

               (1) An Eligible Employee may make an initial salary deferral
               election within a reasonable time, not to exceed thirty (30)
               days, after first becoming eligible to participate in the Plan
               pursuant to Section 3.2. If the Eligible Employee fails to make
               an initial salary deferral election within such time, then such
               Eligible Employee may thereafter make an election in accordance
               with the rules governing modifications. Such election shall
               constitute a binding salary reduction agreement between such
               Employee and the Employer and shall be filed with the
               Administrator. Such election shall initially be effective
               beginning with the pay period during which or next following the
               acceptance of the salary reduction agreement by the
               Administrator, or as otherwise specified in rules established by
               the Administrator hereunder. The election shall not have
               retroactive effect, and shall remain in force until modified or
               revoked.


                                      -25-
<PAGE>

               (2) A Participant may modify a prior election at any time during
               the Plan Year and concurrently make a new election by filing such
               new election with the Administrator. A modification shall not
               have retroactive effect, and shall remain in force until further
               modified or revoked.

               (3) A Participant may elect to prospectively revoke his salary
               reduction agreement in its entirety at any time during the Plan
               Year by providing the Administrator with such advance notice as
               may be acceptable to the Administrator. Such revocation shall
               become effective in accordance with the rules established by the
               Administrator hereunder. Furthermore, the termination of the
               Participant's employment or the cessation of his participation
               for any other reason shall be deemed to revoke any salary
               reduction agreement then in effect, effective immediately
               following the close of the pay period within which such
               termination or cessation occurs.

               (4) The Administrator shall have authority to establish
               reasonable procedures governing the making of elections
               hereunder. These procedures shall determine the payroll period
               with respect to which elections shall become effective, with the
               aim of giving effect to elections promptly and without undue
               delay after being made and accepted, while at the same time
               taking into account the reasonable requirements of the Employer's
               payroll, plan recordkeeping and other information systems.

4.3  TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

          The Employer shall make all contribution to the Plan within the
applicable time limits prescribed by law. Subject to the preceding requirement
and any other provision set forth in this Plan, the Employer may make its
contributions to the Plan for a particular Plan Year at such time or times as
the Employer, in its sole discretion, may determine.

4.4  ALLOCATION OF CONTRIBUTION AND EARNINGS

               (a) The Administrator shall establish and maintain an account in
          the name of each Participant to which the Administrator shall credit
          as of each Anniversary Date, or other Valuation Date, all amounts
          allocated to each such Participant as set forth herein.

               (b) The Employer shall provide the Administrator with all
          information required by the Administrator to make a proper allocation
          of the Employer contributions for each Plan Year. Within a reasonable
          period of time after the date of receipt by the Administrator of such
          information,



                                      -26-
<PAGE>

          the Administrator shall allocate such contribution as follows:

               (1) With respect to the Employer Elective Contribution made
               pursuant to Section 4.1(a), to each Participant's Elective
               Account in an amount equal to each such Participant's Deferred
               Compensation for the year.

               (2) With respect to the Employer Non-Elective Contribution
               ("matching contribution") made pursuant to Section 4.1(b), to
               each Participant's Account in accordance with Section 4.1(b).

               Any Participant actively employed at any time during the Plan
               Year shall be eligible to share in the matching contribution for
               the Plan Year.

               (3) With respect to the Employer Non-Elective Contribution
               ("discretionary contribution") made pursuant to Section 4.1(c),
               to each Participant's Account in the same proportion that each
               such Participant's Compensation for the year bears to the total
               Compensation of all Participants for such year.

               Only Participants who are actively employed on the last day of
               the Plan Year shall be eligible to share in the discretionary
               contribution for the year. An Employee who is on an approved
               leave of absence as of the last day of the Plan Year, including
               an unpaid leave of absence, shall be deemed to be "actively
               employed" for purposes of the foregoing requirement unless the
               Employer has determined that such Employee is not reasonably
               expected to return to employment at the expiration of such leave.

               (c) On or before each Anniversary Date any amounts which became
          Forfeitures since the last Anniversary Date may be made available to
          reinstate previously forfeited account balances of Former
          Participants, if any, in accordance with Section 3.7(d), be used to
          satisfy any contribution that may be required pursuant to Sections 3.5
          and 6.9, or be used to pay any administrative expenses of the Plan.
          The remaining Forfeitures, if any, shall be used to reduce the
          Employer's contributions hereunder for the Plan Year in which such
          Forfeitures occur.

               (d) For any Top Heavy Plan Year, Employees not otherwise eligible
          to share in the allocation of contributions as provided above, shall
          receive the minimum allocation provided for in Section 4.4(g) if
          eligible pursuant to the provisions of Section 4.4(i).

               (e) Notwithstanding the final sentence of Section 4.4(b)(3)
          above, however, (1) a Participant who is no


                                      -27-
<PAGE>

          longer actively employed on the last day of the Plan Year on account
          of death or Total and Permanent Disability during the Year shall be
          entitled to share in the discretionary contribution for the Year and
          (2) a Participant who is no longer actively employed on the last day
          of the Plan Year on account of his retirement during the Year at or
          after Normal Retirement Age shall be entitled to share in the
          discretionary contribution provided that a period of at least 12
          consecutive months shall have elapsed between his initial date of hire
          and his retirement date.

               (f) As of each Valuation Date, before the current valuation
          period allocation of Employer contributions, any earnings or losses
          (net appreciation or net depreciation) of the Trust Fund shall be
          allocated in the same proportion that each Participant's and Former
          Participant's nonsegregated accounts bear to the total of all
          Participants' and Former Participants' nonsegregated accounts as of
          such date. Earnings or losses with respect to a Participant's Directed
          Account shall be allocated in accordance with Section 4.12.

                    Participants' transfers from other qualified plans deposited
          in the general Trust Fund shall share in any earnings and losses (net
          appreciation or depreciation) of the Trust Fund in the same manner
          provided above. Each segregated account maintained on behalf of a
          Participant shall be credited or charged with its separate earnings
          and losses.

               (g) Minimum Allocations Required for Top Heavy Plan Years:
          Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of
          the Employer contributions allocated to the Participant's Combined
          Account of each Employee shall be equal to at least three percent (3%)
          of such Employee's "415 Compensation" (reduced by contributions and
          forfeitures, if any, allocated to each Employee in any defined
          contribution plan included with this Plan in a Required Aggregation
          Group). However, if (1) the sum of the Employer contributions
          allocated to the Participant's Combined Account of each Key Employee
          for such Top Heavy Plan Year is less than three percent (3%) of each
          Key Employee's "415 Compensation" and (2) this Plan is not required to
          be included in an Aggregation Group to enable a defined benefit plan
          to meet the requirements of Code Section 401(a)(4) or 410, the sum of
          the Employer contributions allocated to the Participant's Combined
          Account of each Employee shall be equal to the largest percentage
          allocated to the Participant's Combined Account of any Key Employee.
          Employer matching contributions shall be taken into account for
          purposes of satisfying the minimum contribution


                                      -28-
<PAGE>

          requirements of Code Section 416(c)(2) and of this Section 4.4(g). The
          preceding sentence shall apply with respect to matching contributions
          under the Plan or, if the Plan provides that the minimum contribution
          requirement shall be met in another plan, such other plan. Employer
          matching contributions that are used to satisfy the minimum
          contribution requirements shall be treated as matching contributions
          for purposes of the actual contribution percentage test and other
          requirements of Code Section 401(m). However, in determining whether a
          Non-Key Employee has received the required minimum allocation, such
          Non-Key Employee's Deferred Compensation needed to satisfy the "Actual
          Contribution Percentage" tests pursuant to Section 4.7(a), if any,
          shall not be taken into account.

                    No such minimum allocation shall be required in this Plan
          for any Employee who participates in another defined contribution plan
          subject to Code Section 412 included with this Plan in a Required
          Aggregation Group.

               (h) For purposes of the minimum allocations set forth above, the
          percentage allocated to the Participant's Combined Account of any Key
          Employee shall be equal to the ratio of the sum of the Employer
          contributions allocated on behalf of such Key Employee divided by the
          "415 Compensation" for such Key Employee.

               (i) For any Top Heavy Plan Year, the minimum allocations set
          forth above shall be allocated to the Participant's Combined Account
          of all Employees who are Participants and who are employed by the
          Employer on the last day of the Plan Year, including Employees who
          have (1) failed to complete a Year of Service; and (2) declined to
          make mandatory contributions (if required) or, in the case of a cash
          or deferred arrangement, elective contributions to the Plan.

               (j) For the purposes of this Section, "415 Compensation" in
          excess of $200,000 (or such other amount provided in the Code) shall
          be disregarded. Such amount shall be adjusted for increases in the
          cost of living in accordance with Code Section 401(a)(17)(B), except
          that the dollar increase in effect on January 1 of any calendar year
          shall be effective for the Plan Year beginning with or within such
          calendar year. If "415 Compensation" for any prior determination
          period is taken into account in determining a Participant's minimum
          benefit for the current Plan Year, the "415 Compensation" for such
          determination period is subject to the applicable annual "415
          Compensation" limit in effect for that prior period. For any short
          Plan Year the "415 Compensation" limit shall be an amount equal to the
          "415 Compensation" limit for the calendar year in which the Plan Year
          begins multiplied by the ratio obtained by dividing the number of full
          months in the short Plan Year by twelve (12).

               (k) Notwithstanding anything herein to the contrary,


                                      -29-
<PAGE>

          Participants who terminated employment for any reason during the Plan
          Year shall share in the salary reduction contributions made by the
          Employer for the year of termination without regard to the Hours of
          Service credited.

               (l) Notwithstanding anything in this Section to the contrary, all
          information necessary to properly reflect a given transaction may not
          be available until after the date specified herein for processing such
          transaction, in which case the transaction will be reflected when such
          information is received and processed. Subject to express limits that
          may be imposed under the Code, the processing of any contribution,
          distribution or other transaction may be delayed for any legitimate
          business reason (including, but not limited to, failure of systems or
          computer programs, failure of the means of the transmission of data,
          force majeure, the failure of a service provider to timely receive
          values or prices, and the correction for errors or omissions or the
          errors or omissions of any service provider). The processing date of a
          transaction will be binding for all purposes of the Plan.

               (m) Notwithstanding anything to the contrary, if this is a Plan
          that would otherwise fail to meet the requirements of Code Section
          410(b)(1) and the Regulations thereunder because Employer
          contributions would not be allocated to a sufficient number or
          percentage of Participants for a Plan Year, then the following rules
          shall apply:

               (1) The group of Participants eligible to share in the Employer's
               contribution for the Plan Year shall be expanded to include the
               minimum number of Participants who would not otherwise be
               eligible as are necessary to satisfy the applicable test
               specified above. The specific Participants who shall become
               eligible under the terms of this paragraph shall be those who
               have not separated from service prior to the last day of the Plan
               Year and have completed the greatest number of Hours of Service
               in the Plan Year.

               (2) If after application of paragraph (1) above, the applicable
               test is still not satisfied, then the group of Participants
               eligible to share in the Employer's contribution for the Plan
               Year shall be further expanded to include the minimum number of
               Participants who have separated from service prior to the last
               day of the Plan Year as are necessary to satisfy the applicable
               test. The specific Participants who shall become eligible to
               share shall be those Participants who have completed the greatest
               number of Hours of Service in the Plan Year before terminating
               employment.

               (3) Nothing in this Section shall permit the


                                      -30-
<PAGE>

               reduction of a Participant's accrued benefit. Therefore any
               amounts that have previously been allocated to Participants may
               not be reallocated to satisfy these requirements. In such event,
               the Employer shall make an additional contribution equal to the
               amount such affected Participants would have received had they
               been included in the allocations, even if it exceeds the amount
               which would be deductible under Code Section 404. Any adjustment
               to the allocations pursuant to this paragraph shall be considered
               a retroactive amendment adopted by the last day of the Plan Year.

4.5  ACTUAL DEFERRAL PERCENTAGE TESTS

               (a) Maximum Annual Allocation: For each Plan Year beginning after
          December 31, 1996, the annual allocation derived from Employer
          Elective Contributions to a Highly Compensated Participant's Elective
          Account shall satisfy one of the following tests:

               (1) The "Actual Deferral Percentage" for the Highly Compensated
               Participant group shall not be more than the "Actual Deferral
               Percentage" of the Non-Highly Compensated Participant group (for
               the preceding Plan Year if the prior year testing method is used
               to calculate the "Actual Deferral Percentage" for the Non-Highly
               Compensated Participant group) multiplied by 1.25, or

               (2) The excess of the "Actual Deferral Percentage" for the Highly
               Compensated Participant group over the "Actual Deferral
               Percentage" for the Non-Highly Compensated Participant group (for
               the preceding Plan Year if the prior year testing method is used
               to calculate the "Actual Deferral Percentage" for the Non-Highly
               Compensated Participant group) shall not be more than two
               percentage points. Additionally, the "Actual Deferral Percentage"
               for the Highly Compensated Participant group shall not exceed the
               "Actual Deferral Percentage" for the Non-Highly Compensated
               Participant group (for the preceding Plan Year if the prior year
               testing method is used to calculate the "Actual Deferral
               Percentage" for the Non-Highly Compensated Participant group)
               multiplied by 2. The provisions of Code Section 401(k)(3) and
               Regulation 1.401(k)-1(b) are incorporated herein by reference.

               However, in order to prevent the multiple use of the alternative
               method described in (2) above and in Code Section 401(m)(9)(A),
               any Highly Compensated Participant eligible to make elective
               deferrals pursuant to Section 4.2 and to make Employee


                                      -31-
<PAGE>

               contributions or to receive matching contributions under this
               Plan or under any other plan maintained by the Employer or an
               Affiliated Employer shall have a combination of such
               Participant's Elective Contributions and Employer matching
               contributions reduced pursuant to Section 4.6(a) and Regulation
               1.401(m)-2, the provisions of which are incorporated herein by
               reference.

               (b) For the purposes of this Section "Actual Deferral Percentage"
          means, with respect to the Highly Compensated Participant group and
          Non-Highly Compensated Participant group for a Plan Year, the average
          of the ratios, calculated separately for each Participant in such
          group, of the amount of Employer Elective Contributions allocated to
          each Participant's Elective Account for such Plan Year, to such
          Participant's "414(s) Compensation" for such Plan Year. The actual
          deferral ratio for each Participant and the "Actual Deferral
          Percentage" for each group shall be calculated to the nearest
          one-hundredth of one percent. Employer Elective Contributions
          allocated to each Non-Highly Compensated Participant's Elective
          Account shall be reduced by Excess Deferred Compensation to the extent
          such excess amounts are made under this Plan or any other plan
          maintained by the Employer.

                    Notwithstanding the above, if the prior year test method is
          used to calculate the "Actual Deferral Percentage" for the Non-Highly
          Compensated Participant group for the first Plan Year of this
          amendment and restatement, the "Actual Deferral Percentage" for the
          Non-Highly Compensated Participant group for the preceding Plan Year
          shall be calculated pursuant to the provisions of the Plan then in
          effect.

               (c) For the purposes of Sections 4.5(a) and 4.6, a Highly
          Compensated Participant and a Non-Highly Compensated Participant shall
          include any Employee eligible to make a deferral election pursuant to
          Section 4.2, whether or not such deferral election was made or
          suspended pursuant to Section 4.2.

                    Notwithstanding the above, if the prior year testing method
          is used to calculate the "Actual Deferral Percentage" for the
          Non-Highly Compensated Participant group for the first Plan Year of
          this amendment and restatement, for purposes of Section 4.5(a) and
          4.6, a Non-Highly Compensated Participant shall include any such
          Employee eligible to make a deferral election, whether or not such
          deferral election was made or suspended, pursuant to the provisions of
          the Plan in effect for the preceding Plan Year.

               (d) For the purposes of this Section and Code


                                      -32-
<PAGE>

          Sections 401(a)(4), 410(b) and 401(k), if two or more plans which
          include cash or deferred arrangements are considered one plan for the
          purposes of Code Section 401(a)(4) or 410(b) (other than Code Section
          410(b)(2)(A)(ii)), the cash or deferred arrangements included in such
          plans shall be treated as one arrangement. In addition, two or more
          cash or deferred arrangements may be considered as a single
          arrangement for purposes of determining whether or not such
          arrangements satisfy Code Sections 401(a)(4), 410(b) and 401(k). In
          such a case, the cash or deferred arrangements included in such plans
          and the plans including such arrangements shall be treated as one
          arrangement and as one plan for purposes of this Section and Code
          Sections 401(a)(4), 410(b) and 401(k). Any adjustment to the
          Non-Highly Compensated Participant actual deferral ratio for the prior
          year shall be made in accordance with Internal Revenue Service Notice
          98-1 and any superseding guidance. Plans may be aggregated under this
          paragraph (d) only if they have the same plan year. Notwithstanding
          the above, for Plan Years beginning after December 31, 1996, if two or
          more plans which include cash or deferred arrangements are
          permissively aggregated under Regulation 1.410(b)-7(d), all plans
          permissively aggregated must use either the current year testing
          method or the prior year testing method for the testing year.

                    Notwithstanding the above, an employee stock ownership plan
          described in Code Section 4975(e)(7) or 409 may not be combined with
          this Plan for purposes of determining whether the employee stock
          ownership plan or this Plan satisfies this Section and Code Sections
          401(a)(4), 410(b) and 401(k).

               (e) For the purposes of this Section, if a Highly Compensated
          Participant is a Participant under two or more cash or deferred
          arrangements (other than a cash or deferred arrangement which is part
          of an employee stock ownership plan as defined in Code Section
          4975(e)(7) or 409) of the Employer or an Affiliated Employer, all such
          cash or deferred arrangements shall be treated as one cash or deferred
          arrangement for the purpose of determining the actual deferral ratio
          with respect to such Highly Compensated Participant. However, if the
          cash or deferred arrangements have different plan years, this
          paragraph shall be applied by treating all cash or deferred
          arrangements ending with or within the same calendar year as a single
          arrangement.

               (f) For the purpose of this Section, for Plan Years beginning
          after December 31, 1996, when calculating the "Actual Deferral
          Percentage" for the Non-Highly Compensated Participant group, the
          current year testing method shall be used. Any change from the current
          year testing method to the prior year testing method shall be made
          pursuant to


                                      -33-
<PAGE>

          Internal Revenue Service Notice 98-1, Section VII (or superseding
          guidance), the provisions of which are incorporated herein by
          reference.

               (g) Notwithstanding anything in this Section to the contrary, the
          provisions of this Section and Section 4.6 may be applied separately
          (or will be applied separately to the extent required by Regulations)
          to each plan within the meaning of Regulation 1.401(k)-1(g)(11).
          Furthermore, for Plan Years beginning after December 31, 1998, the
          provisions of Code Section 401(k)(3)(F) may be used to exclude from
          consideration all Non-Highly Compensated Employees who have not
          satisfied the minimum age and service requirements of Code Section
          410(a)(1)(A).

4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

          In the event (or if it is anticipated) that the initial allocations of
the Employer Elective Contributions made pursuant to Section 4.4 do (or might)
not satisfy one of the tests set forth in Section 4.5(a) for Plan Years
beginning after December 31, 1996, the Administrator shall adjust Excess
Contributions pursuant to the options set forth below:

               (a) On or before the fifteenth day of the third month following
          the end of each Plan Year, but in no event later than the close of the
          following Plan Year, the Highly Compensated Participant having the
          largest dollar amount of Elective Contributions shall have a portion
          of such Participant's Elective Contributions distributed until the
          total amount of Excess Contributions has been distributed, or until
          the amount of such Participant's Elective Contributions equals the
          Elective Contributions of the Highly Compensated Participant having
          the second largest dollar amount of Elective Contributions. This
          process shall continue until the total amount of Excess Contributions
          has been distributed. In determining the amount of Excess
          Contributions to be distributed with respect to an affected Highly
          Compensated Participant as determined herein, such amount shall be
          reduced pursuant to Section 4.2(f) by any Excess Deferred Compensation
          previously distributed to such affected Highly Compensated Participant
          for such Participant's taxable year ending with or within such Plan
          Year.

               (1) With respect to the distribution of Excess Contributions
               pursuant to (a) above, such distribution:

                    (i) may be postponed but not later than the close of the
                    Plan Year following the Plan Year to which they are
                    allocable;

                    (ii) shall be adjusted for Income; and



                                      -34-
<PAGE>

                    (iii) shall be designated by the Employer as a distribution
                    of Excess Contributions (and Income).

               (2) Any distribution of less than the entire amount of Excess
               Contributions shall be treated as a pro rata distribution of
               Excess Contributions and Income.

               (3) Matching contributions which relate to Excess Contributions
               shall be forfeited unless the related matching contribution is
               distributed as an Excess Aggregate Contribution pursuant to
               Section 4.8.

               (b) Notwithstanding the above, within twelve (12) months after
          the end of the Plan Year, the Employer may make a special Qualified
          Non-Elective Contribution in accordance with one of the following
          provisions which contribution shall be allocated to the Participant's
          Elective Account of each Non-Highly Compensated Participant eligible
          to share in the allocation in accordance with such provision. The
          Employer shall provide the Administrator with written notification of
          the amount of the contribution being made and for which provision it
          is being made pursuant to:

               (1) A special Qualified Non-Elective Contribution may be made on
               behalf of Non-Highly Compensated Participants in an amount
               sufficient to satisfy (or to prevent an anticipated failure of)
               one of the tests set forth in Section 4.5(a). Such contribution
               shall be allocated in the same proportion that each Non-Highly
               Compensated Participant's 414(s) Compensated for the year (or
               prior year if the prior year testing method is being used) bears
               to the total 414(s) Compensation of all Non-Highly Compensated
               Participants for such year.

               (2) A special Qualified Non-Elective Contribution may be made on
               behalf of Non-Highly Compensated Participants in an amount
               sufficient to satisfy (or to prevent an anticipated failure of)
               one of the tests set forth in Section 4.5(a). Such contribution
               shall be allocated in the same proportion that each Non-Highly
               Compensated Participant electing salary reductions pursuant to
               Section 4.2 in the same proportion that each such Non-Highly
               Compensated Participant's Deferred Compensation for the year (or
               at the end of the prior Plan Year if the prior year testing
               method is being used) bears to the total Deferred Compensation of
               all such Non-Highly Compensated Participants for such year.

               (3) A special Qualified Non-Elective Contribution may be made on
               behalf of Non-Highly Compensated



                                      -35-
<PAGE>

               Participants in an amount sufficient to satisfy (or to prevent an
               anticipated failure of) one of the tests set forth in Section
               4.5(a). Such contribution shall be allocated in equal amounts
               (per capita).

               (4) A special Qualified Non-Elective Contribution may be made on
               behalf of Non-Highly Compensated Participants electing salary
               reductions pursuant to Section 4.2 in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 4.5(a). Such contribution shall be
               allocated for the year (or at the end of the prior Plan Year if
               the prior year testing method is used) to each Non-Highly
               Compensated Participant electing salary reductions pursuant to
               Section 4.2 in equal amounts (per capita).

               (5) A special Qualified Non-Elective Contribution may be made on
               behalf of Non-Highly Compensated Participants in an amount
               sufficient to satisfy (or to prevent an anticipated failure of)
               one of the tests set forth in Section 4.5(a). Such contribution
               shall be allocated to the Non-Highly Compensated Participant
               having the lowest 414(s) Compensation, until one of the tests set
               forth in Section 4.5(a) is satisfied (or is anticipated to be
               satisfied), or until such Non-Highly Compensated Participant has
               received the maximum "annual addition" pursuant to Section 4.9.
               This process shall continue until one of the tests set forth in
               Section 4.5(a) is satisfied (or is anticipated to be satisfied).

                    Notwithstanding the above, at the Employer's discretion,
          Non-Highly Compensated Participants who are not employed at the end of
          the Plan Year (or at the end of the prior Plan Year if the prior year
          testing method is being used) shall not be eligible to receive a
          special Qualified Non-Elective Contribution and shall be disregarded.

                    Notwithstanding the above, if the testing method changes
          from the current year testing method to the prior year testing method,
          then for purposes of preventing the double counting of Qualified
          Non-Elective Contributions for the first testing year for which the
          change is effective, any special Qualified Non-Elective Contribution
          on behalf of Non-Highly Compensated Participants used to satisfy the
          "Actual Deferral Percentage" or "Actual Contribution Percentage" test
          under the current year testing method for the prior year testing year
          shall be disregarded.

               (c) If during a Plan Year, it is projected that the aggregate
          amount of Elective Contributions to be allocated to all Highly
          Compensated Participants under this Plan would cause the Plan to fail
          the tests set forth in



                                      -36-
<PAGE>

          Section 4.5(a), then the Administrator may automatically reduce the
          deferral amount of affected Highly Compensated Participants, beginning
          with the Highly Compensated Participant who has the highest deferral
          ratio until it is anticipated the Plan will pass the tests or until
          the actual deferral ratio equals the actual deferral ratio of the
          Highly Compensated Participant having the next highest actual deferral
          ratio. This process may continue until it is anticipated that the Plan
          will satisfy one of the tests set forth in Section 4.5(a).
          Alternatively, the Employer may specify a maximum percentage of
          Compensation that may be deferred.

               (d) Any Excess Contributions (and Income) which are distributed
          on or after 2 1/2 months after the end of the Plan Year shall be
          subject to the ten percent (10%) Employer excise tax imposed by Code
          Section 4979.

4.7  ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a) The "Actual Contribution Percentage" for Plan Years beginning
          after December 31, 1996 for the Highly Compensated Participant group
          shall not exceed the greater of:

               (1) 125 percent of such percentage for the Non-Highly Compensated
               Participant group (for the preceding Plan Year if the prior year
               testing method is used to calculate the "Actual Contribution
               Percentage" for the Non-Highly Compensated Participant group); or

               (2) the lesser of 200 percent of such percentage for the
               Non-Highly Compensated Participant group (for the preceding Plan
               Year if the prior year testing method is used to calculate the
               "Actual Contribution Percentage" for the Non-Highly Compensated
               Participant group), or such percentage for the Non-Highly
               Compensated Participant group (for the preceding Plan Year if the
               prior year testing method is used to calculate the "Actual
               Contribution Percentage" for the Non-Highly Compensated
               Participant group) plus 2 percentage points. However, to prevent
               the multiple use of the alternative method described in this
               paragraph and Code Section 401(m)(9)(A), any Highly Compensated
               Participant eligible to make elective deferrals pursuant to
               Section 4.2 or any other cash or deferred arrangement maintained
               by the Employer or an Affiliated Employer and to make Employee
               contributions or to receive matching contributions under this
               Plan or under any plan maintained by the Employer or an
               Affiliated Employer shall have a combination of Elective
               Contributions and Employer matching contributions reduced
               pursuant to Regulation 1.401(m)-2 and Section 4.8(a). The
               provisions of Code


                                      -37-
<PAGE>

               Section 401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2 are
               incorporated herein by reference.

               (b) For the purposes of this Section and Section 4.8, "Actual
          Contribution Percentage" for a Plan Year means, with respect to the
          Highly Compensated Participant group and Non-Highly Compensated
          Participant group (for the preceding Plan Year if the prior year
          testing method is used to calculate the "Actual Contribution
          Percentage" for the Non-Highly Compensated Participant group), the
          average of the ratios (calculated separately for each Participant in
          each group and rounded to the nearest one-hundredth of one percent)
          of:

               (1) the sum of Employer matching contributions made pursuant to
               Section 4.1(b) on behalf of each such Participant for such Plan
               Year; to

               (2) the Participant's "414(s) Compensation" for such Plan Year.

                    Notwithstanding the above, if the prior year testing method
          is used to calculate the "Actual Contribution Percentage" for the
          Non-Highly Compensated Participant group for the first Plan Year of
          this amendment and restatement, for purposes of Section 4.7(a), the
          "Actual Contribution Percentage" for the Non-Highly Compensated
          Participant group for the preceding Plan Year shall be determined
          pursuant to the provisions of the Plan then in effect.

               (c) For purposes of determining the "Actual Contribution
          Percentage," only Employer matching contributions contributed to the
          Plan prior to the end of the succeeding Plan Year shall be considered.
          In addition, the Administrator may elect to take into account, with
          respect to Employees eligible to have Employer matching contributions
          pursuant to Section 4.1(b) allocated to their accounts, elective
          deferrals (as defined in Regulation 1.402(g)-1(b)) and qualified
          nonelective contributions (as defined in Code Section 401(m)(4)(C))
          contributed to any plan maintained by the Employer. Such elective
          deferrals and qualified nonelective contributions shall be treated as
          Employer matching contributions subject to Regulation 1.401(m)-1(b)(5)
          which is incorporated herein by reference. However, the Plan Year must
          be the same as the plan year of the plan to which the elective
          deferrals and the qualified nonelective contributions are made.

               (d) For purposes of this Section and Code Sections 401(a)(4),
          410(b) and 401(m), if two or more plans of the Employer to which
          matching contributions, Employee contributions, or both, are made are
          treated as one plan for purposes of Code Sections 401(a)(4) or 410(b)
          (other than the average benefits test under Code Section


                                      -38-
<PAGE>

          410(b)(2)(A)(ii)), such plans shall be treated as one plan. In
          addition, two or more plans of the Employer to which matching
          contributions, Employee contributions, or both, are made may be
          considered as a single plan for purposes of determining whether or not
          such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m). In such
          a case, the aggregated plans must satisfy this Section and Code
          Sections 401(a)(4), 410(b) and 401(m) as though such aggregated plans
          were a single plan. Any adjustment to the Non-Highly Compensated
          Participant actual contribution ratio for the prior year shall be made
          in accordance with Internal Revenue Service Notice 981 and any
          superseding guidance. Plans may be aggregated under this paragraph (d)
          only if they have the same plan year. Notwithstanding the above, for
          Plan Years beginning after December 31, 1996, if two or more plans
          which include cash or deferred arrangements are permissively
          aggregated under Regulation 1.410(b)-7(d), all plans permissively
          aggregated must use either the current year testing method or the
          prior year testing method for the testing year.

                    Notwithstanding the above, an employee stock ownership plan
          described in Code Section 4975(e)(7) or 409 may not be aggregated with
          this Plan for purposes of determining whether the employee stock
          ownership plan or this Plan satisfies this Section and Code Sections
          401(a)(4), 410(b) and 401(m).

               (e) If a Highly Compensated Participant is a Participant under
          two or more plans (other than an employee stock ownership plan as
          defined in Code Section 4975(e)(7) or 409) which are maintained by the
          Employer or an Affiliated Employer to which matching contributions,
          Employee contributions, or both, are made, all such contributions on
          behalf of such Highly Compensated Participant shall be aggregated for
          purposes of determining such Highly Compensated Participant's actual
          contribution ratio. However, if the plans have different plan years,
          this paragraph shall be applied by treating all plans ending with or
          within the same calendar year as a single plan.

               (f) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated
          Participant and Non-Highly Compensated Participant shall include any
          Employee eligible to have Employer matching contributions (whether or
          not a deferral election was made or suspended) allocated to the
          Participant's account for the Plan Year.

                    Notwithstanding the above, if the prior year testing method
          is used to calculate the "Actual Contribution Percentage" for the
          Non-Highly Compensated Participant group for the first Plan Year of
          this amendment and restatement, for the purposes of Section 4.7(a), a
          Non-Highly Compensated Participant shall include any such


                                      -39-
<PAGE>

          Employee eligible to have Employer matching contributions (whether or
          not a deferral election was made or suspended) allocated to the
          Participant's account for the preceding Plan Year pursuant to the
          provisions of the Plan then in effect.

               (g) For the purpose of this Section, for Plan Years beginning
          after December 31, 1996, when calculating the "Actual Contribution
          Percentage" for the Non-Highly Compensated Participant group, the
          current year testing method shall be used. Any change from the current
          year testing method to the prior year testing method shall be made
          pursuant to Internal Revenue Service Notice 98-1, Section VII (or
          superseding guidance), the provisions of which are incorporated herein
          by reference.

               (h) Notwithstanding anything in this Section to the contrary, the
          provisions of this Section and Section 4.8 may be applied separately
          (or will be applied separately to the extent required by Regulations)
          to each plan within the meaning of Regulation 1.401(k)-1(g)(11).
          Furthermore, for Plan Years beginning after December 31, 1998, the
          provisions of Code Section 401(k)(3)(F) may be used to exclude from
          consideration all Non-Highly Compensated Employees who have not
          satisfied the minimum age and service requirements of Code Section
          410(a)(1)(A).

4.8  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a) In the event (or if it is anticipated) that, for Plan Years
          beginning after December 31, 1996, the "Actual Contribution
          Percentage" for the Highly Compensated Participant group exceeds (or
          might exceed) the "Actual Contribution Percentage" for the Non-Highly
          Compensated Participant group pursuant to Section 4.7(a), the
          Administrator (on or before the fifteenth day of the third month
          following the end of the Plan Year, but in no event later than the
          close of the following Plan Year) shall direct the Trustee to
          distribute to the Highly Compensated Participant having the largest
          dollar amount of contributions determined pursuant to Section
          4.7(b)(1), the Vested portion of such contributions (and Income
          allocable to such contributions) and, if forfeitable, forfeit such
          non-Vested contributions attributable to Employer matching
          contributions (and Income allocable to such forfeitures) until the
          total amount of Excess Aggregate Contributions has been distributed,
          or until the Participant's remaining amount equals the amount of
          contributions determined pursuant to Section 4.7(b)(1) of the Highly
          Compensated Participant having the second largest dollar amount of
          contributions. This process shall continue until the total amount of
          Excess Aggregate Contributions has been distributed.

                    If the correction of Excess Aggregate


                                      -40-
<PAGE>

          Contributions attributable to Employer matching contributions is not
          in proportion to the Vested and non-Vested portion of such
          contributions, then the Vested portion of the Participant's Account
          attributable to Employer matching contributions after the correction
          shall be subject to Section 6.5(g).

               (b) Any distribution and/or forfeiture of less than the entire
          amount of Excess Aggregate Contributions (and Income) shall be treated
          as a pro rata distribution and/or forfeiture of Excess Aggregate
          Contributions and Income. Distribution of Excess Aggregate
          Contributions shall be designated by the Employer as a distribution of
          Excess Aggregate Contributions (and Income). Forfeitures of Excess
          Aggregate Contributions shall be treated in accordance with Section
          4.4.

               (c) Excess Aggregate Contributions, including forfeited matching
          contributions, shall be treated as Employer contributions for purposes
          of Code Sections 404 and 415 even if distributed from the Plan.

                    Forfeited matching contributions that are reallocated to
          Participants' Accounts for the Plan Year in which the forfeiture
          occurs shall be treated as an "annual addition" pursuant to Section
          4.9(b) for the Participants to whose Accounts they are reallocated and
          for the Participants from whose Accounts they are forfeited.

               (d) The determination of the amount of Excess Aggregate
          Contributions with respect to any Plan Year shall be made after first
          determining the Excess Contributions, if any, to be treated as
          after-tax voluntary Employee contributions due to recharacterization
          for the plan year of any other qualified cash or deferred arrangement
          (as defined in Code Section 401(k)) maintained by the Employer that
          ends with or within the Plan Year or which are treated as after-tax
          voluntary Employee contributions due to recharacterization pursuant to
          Section 4.6(a).

               (e) If during a Plan Year the projected aggregate amount of
          Employer matching contributions to be allocated to all Highly
          Compensated Participants under this Plan would, by virtue of the tests
          set forth in Section 4.7(a), cause the Plan to fail such tests, then
          the Administrator may automatically reduce proportionately or in the
          order provided in Section 4.8(a) each affected Highly Compensated
          Participant's projected share of such contributions by an amount
          necessary to satisfy one of the tests set forth in Section 4.7(a).

               (f) Notwithstanding the above, within twelve (12) months after
          the end of the Plan Year, the Employer may make a special Qualified
          Non-Elective Contribution in


                                      -41-
<PAGE>

          accordance with one of the following provisions which contribution
          shall be allocated to the Participant's Account of each Non-Highly
          Compensated eligible to share in the allocation in accordance with
          such provision. The Employer shall provide the Administrator with
          written notification of the amount of the contribution being made and
          for which provision it is being made pursuant to:

               (1) A special Qualified Non-Elective Contribution may be made on
               behalf of Non-Highly Compensated Participants in an amount
               sufficient to satisfy (or to prevent an anticipated failure of)
               one of the tests set forth in Section 4.7. Such contribution
               shall be allocated in the same proportion that each Non-Highly
               Compensated Participant's 414(s) Compensation for the year (or
               prior year if the prior year testing method is being used) bears
               to the total 414(s) Compensation of all Non-Highly Compensated
               Participants for such year.

               (2) A special Qualified Non-Elective Contribution may be made on
               behalf of Non-Highly Compensated Participants in an amount
               sufficient to satisfy (or to prevent an anticipated failure of)
               one of the tests set forth in Section 4.7. Such contribution
               shall be allocated in the same proportion that each Non-Highly
               Compensated Participant electing salary reductions pursuant to
               Section 4.2 in the same proportion that each such Non-Highly
               Compensated Participant's Deferred Compensation for the year (or
               at the end of the prior Plan Year if the prior year testing
               method is being used) bears to the total Deferred Compensation of
               all such Non-Highly Compensated Participants for such year.

               (3) A special Qualified Non-Elective Contribution may be made on
               behalf of Non-Highly Compensated Participants in an amount
               sufficient to satisfy (or to prevent an anticipated failure of)
               one of the tests set forth in Section 4.7. Such contribution
               shall be allocated in equal amounts (per capita).

               (4) A special Qualified Non-Elective Contribution may be made on
               behalf of Non-Highly Compensated Participants electing salary
               reductions pursuant to Section 4.2 in an amount sufficient to
               satisfy (or to prevent an anticipated failure of) one of the
               tests set forth in Section 4.5(a). Such contribution shall be
               allocated for the year (or at the end of the prior Plan Year if
               the prior year testing method is used) to each Non-Highly
               Compensated Participant electing salary reductions pursuant to
               Section 4.2 in equal amounts (per capita).


                                      -42-
<PAGE>

               (5) A special Qualified Non-Elective Contribution may be made on
               behalf of Non-Highly Compensated Participants in an amount
               sufficient to satisfy (or to prevent an anticipated failure of)
               one of the tests set forth in Section 4.7. Such contribution
               shall be allocated to the Non-Highly Compensated Participant
               having the lowest 414(s) Compensation, until one of the tests set
               forth in Section 4.7 is satisfied (or is anticipated to be
               satisfied), or until such Non-Highly Compensated Participant has
               received the maximum "annual addition" pursuant to Section 4.9.
               This process shall continue until one of the tests set forth in
               Section 4.7 is satisfied (or is anticipated to be satisfied).

                    Notwithstanding the above, at the Employer's discretion,
          Non-Highly Compensated Participants who are not employed at the end of
          the Plan Year (or at the end of the prior Plan Year if the prior year
          testing method is being used) shall not be eligible to receive a
          special Qualified Non-Elective Contribution and shall be disregarded.

                    Notwithstanding the above, if the testing method changes
          from the current year testing method to the prior year testing method,
          then for purposes of preventing the double counting of Qualified
          Non-Elective Contributions for the first testing year for which the
          change is effective, any special Qualified Non-Elective Contribution
          on behalf of Non-Highly Compensated Participants used to satisfy the
          "Actual Deferral Percentage" or "Actual Contribution Percentage" test
          under the current year testing method for the prior year testing year
          shall be disregarded.

               (g) Any Excess Aggregate Contributions (and Income) which are
          distributed on or after 2 1/2 months after the end of the Plan Year
          shall be subject to the ten percent (10%) Employer excise tax imposed
          by Code Section 4979.

4.9  MAXIMUM ANNUAL ADDITIONS

               (a) Notwithstanding the foregoing, the maximum "annual additions"
          that may be contributed or allocated to a Participant's accounts for
          any "limitation year" shall equal the lesser of: (1) $40,000, adjusted
          for increases in the cost of living as provided in Code Section 415(d)
          and pursuant to the Regulations, and (2) one hundred percent (100%) of
          the Participant's "415 Compensation" for such "limitation year." If
          the Employer contribution that would otherwise be contributed or
          allocated to the Participant's accounts would cause the "annual
          additions" for the "limitation year" to exceed the maximum "annual
          additions," the amount contributed or allocated will be reduced so
          that the "annual additions" for the "limitation year" will equal the
          maximum "annual additions," and any



                                      -43-
<PAGE>

          amount in excess of the maximum "annual additions," which would have
          been allocated to such Participant may be allocated to other
          Participants. For any short "limitation year," the dollar limitation
          in (1) above shall be reduced by a fraction, the numerator of which is
          the number of full months in the short "limitation year" and the
          denominator of which is twelve (12).

               (b) For purposes of applying the limitations of Code Section 415,
          "annual additions" means the sum credited to a Participant's accounts
          for any "limitation year" of (1) Employer contributions, (2) Employee
          contributions, (3) forfeitures, (4) amounts allocated to an individual
          medical account, as defined in Code Section 415(l)(2), that is part of
          a pension or annuity plan maintained by the Employer, and (5) amounts
          derived from contributions attributable to post-retirement medical
          benefits allocated to the separate account of a key employee (as
          defined in Code Section 419A(d)(3)) under a welfare benefit plan (as
          defined in Code Section 419(e)) maintained by the Employer. Except,
          however, the "415 Compensation" percentage limitation referred to in
          paragraph (a)(2) above shall not apply to any contribution for medical
          benefits (within the meaning of Code Section 401(h) or 419A(f)(2))
          after separation from service which is otherwise treated as an "annual
          addition."

               (c) For purposes of applying the limitations of Code Section 415,
          the transfer of funds from one qualified plan to another is not an
          "annual addition." In addition, the following are not Employee
          contributions for the purposes of Section 4.9(b)(2): (1) rollover
          contributions (as defined in Code Sections 402(e)(6), 403(a)(4),
          403(b)(8) and 408(d)(3)); (2) repayments of loans made to a
          Participant from the Plan; (3) repayments of distributions received by
          an Employee pursuant to Code Section 411(a)(7)(B) (cashouts); (4)
          repayments of distributions received by an Employee pursuant to Code
          Section 411(a)(3)(D) (mandatory contributions); and (5) Employee
          contributions to a simplified employee pension excludable from gross
          income under Code Section 408(k)(6).

               (d) For purposes of applying the limitations of Code Section 415,
          the "limitation year" shall be the Plan Year.

               (e) For the purpose of this Section, all qualified defined
          contribution plans (whether terminated or not) ever maintained by the
          Employer shall be treated as one defined contribution plan.

               (f) For the purpose of this Section, if the Employer is a member
          of a controlled group of corporations, trades or businesses under
          common control (as defined by Code Section 1563(a) or Code Section
          414(b) and (c) as



                                      -44-
<PAGE>

          modified by Code Section 415(h)), is a member of an affiliated service
          group (as defined by Code Section 414(m)), or is a member of a group
          of entities required to be aggregated pursuant to Regulations under
          Code Section 414(o), all Employees of such Employers shall be
          considered to be employed by a single Employer.

               (g) For the purpose of this Section, if this Plan is a Code
          Section 413(c) plan, each Employer who maintains this Plan will be
          considered to be a separate Employer.

               (h)(1) If a Participant participates in more than one defined
          contribution plan maintained by the Employer which have different
          Anniversary Dates, the maximum "annual additions" under this Plan
          shall equal the maximum "annual additions" for the "limitation year"
          minus any "annual additions" previously credited to such Participant's
          accounts during the "limitation year."

               (2) If a Participant participates in both a defined contribution
               plan subject to Code Section 412 and a defined contribution plan
               not subject to Code Section 412 maintained by the Employer which
               have the same Anniversary Date, "annual additions" will be
               credited to the Participant's accounts under the defined
               contribution plan subject to Code Section 412 prior to crediting
               "annual additions" to the Participant's accounts under the
               defined contribution plan not subject to Code Section 412.

               (3) If a Participant participates in more than one defined
               contribution plan not subject to Code Section 412 maintained by
               the Employer which have the same Anniversary Date, the maximum
               "annual additions" under this Plan shall equal the product of (A)
               the maximum "annual additions" for the "limitation year" minus
               any "annual additions" previously credited under subparagraphs
               (1) or (2) above, multiplied by (B) a fraction (i) the numerator
               of which is the "annual additions" which would be credited to
               such Participant's accounts under this Plan without regard to the
               limitations of Code Section 415 and (ii) the denominator of which
               is such "annual additions" for all plans described in this
               subparagraph.

               (i) Notwithstanding anything contained in this Section to the
          contrary, the limitations, adjustments and other requirements
          prescribed in this Section shall at all times comply with the
          provisions of Code Section 415 and the Regulations thereunder.

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

               (a) If, as a result of a reasonable error in



                                      -45-
<PAGE>

          estimating a Participant's Compensation, a reasonable error in
          determining the amount of elective deferrals (within the meaning of
          Code Section 402(g)(3)) that may be made with respect to any
          Participant under the limits of Section 4.9 or other facts and
          circumstances to which Regulation 1.415-6(b)(6) shall be applicable,
          the "annual additions" under this Plan would cause the maximum "annual
          additions" to be exceeded for any Participant, the "excess amount"
          will be disposed of in the following manner:

               (1) The Participant's share of the Employer's discretionary
               contributions pursuant to Section 4.1(c) will be reduced to the
               extent necessary to reduce the "excess amount." The amount so
               reduced shall be held unallocated in a "Section 415 suspense
               account" and will thereafter be applied to reduce future Employer
               contributions in the succeeding "limitation years" as provided in
               Regulation 1.415-6(b)(6)(i).


               (2) If, after the application of subparagraph (1) above, an
               "excess amount" still exists, any unmatched Deferred Compensation
               of the Participant will be reduced to the extent necessary to
               reduce the "excess amount." The Deferred Compensation so reduced
               (and any gains attributable to such Deferred Compensation) will
               be distributed to the Participant.

               (3) If, after the application of subparagraph (2) above, an
               "excess amount" still exists, any Deferred Compensation which is
               matched and the matching contributions which relate to such
               Deferred Compensation will be reduced proportionately to the
               extent necessary to reduce the "excess amount." The Deferred
               Compensation so reduced (and any gains attributable to such
               Deferred Compensation) will be distributed to the Participant,
               and the Employer matching contributions so reduced (and any gains
               attributable to such matching contributions) will be used to
               reduce the Employer contribution in the next "limitation year."

               (b) For purposes of this Article, "excess amount" for any
          Participant for a "limitation year" shall mean the excess, if any, of
          (1) the "annual additions" which would be credited to the
          Participant's account under the terms of the Plan without regard to
          the limitations of Code Section 415 over (2) the maximum "annual
          additions" determined pursuant to Section 4.9.

               (c) For purposes of this Section, "Section 415 suspense account"
          shall mean an unallocated account equal to the sum of "excess amounts"
          for all Participants in the


                                      -46-
<PAGE>

          Plan during the "limitation year."

4.11 ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS

               (a) With the consent of the Administrator, amounts may be
          transferred (within the meaning of Code Section 414(l)) to this Plan
          from other tax qualified plans under Code Section 401(a) by
          Participants, provided the trust from which such funds are transferred
          permits the transfer to be made and the transfer will not jeopardize
          the tax exempt status of the Plan or Trust or create adverse tax
          consequences for the Employer. Prior to accepting any transfers to
          which this Section applies, the Administrator may require written
          assurances that the amounts to be transferred meet the requirements of
          this Section. The amounts transferred shall be set up in a separate
          account herein referred to as a "Participant's Transfer/Rollover
          Account." The portion of the Participant's Transfer/Rollover Account
          attributable to any transfer shall be fully Vested at all times and
          shall not be subject to Forfeiture for any reason, except as otherwise
          provided in the conditions governing such transfer or in an amendment
          to the Plan relating thereto.

                    Except as permitted by Regulations (including Regulation
          1.411(d)-4), amounts attributable to elective contributions (as
          defined in Regulation 1.401(k)-1(g)(3)), including amounts treated as
          elective contributions, which are transferred from another qualified
          plan in a plan-to-plan transfer (other than a direct rollover) shall
          be subject to the distribution limitations provided for in Regulation
          1.401(k)-1(d).

               (b) With the consent of the Administrator, the Plan may accept a
          "rollover" by Participants, as specified below, provided the rollover
          will not jeopardize the tax exempt status of the Plan or create
          adverse tax consequences for the Employer. Prior to accepting any
          rollover to which this Section applies, the Administrator may require
          the Employee to furnish written assurances that the amounts to be
          rolled over to this Plan meet the requirements of this Section. The
          amounts rolled over shall be set up in a the Participant's
          Transfer/Rollover Account and shall be fully Vested at all times and
          not subject to Forfeiture for any reason.

               (1) Direct Rollovers. The Plan will accept a direct rollover of
               an eligible rollover distribution from: (a) a qualified plan
               described in Code Section 401(a) or 403(a), excluding after-tax
               employee contributions; (b) an annuity contract described in Code
               Section 403(b), excluding after-tax employee contributions; and
               (c) an eligible plan under Code Section 457(b) which is
               maintained by a state, political subdivision of a state, or any
               agency or instrumentality of a


                                      -47-
<PAGE>

               state or political subdivision of a state, except to the extent
               that such distribution consists of amounts attributable to
               after-tax employee contributions.

               (2) Participant Rollover Contributions from Other Plans. The Plan
               will accept a participant contribution of an eligible rollover
               distribution from: (a) a qualified plan described in Code Section
               401(a) or 403(a), excluding after-tax employee contributions; (b)
               an annuity contract described in Code Section 403(b), excluding
               after-tax employee contributions; (c) an eligible plan under Code
               Section 457(b), which is maintained by a state, political
               subdivision of a state, or any agency or instrumentality of a
               state or political subdivision of a state, except to the extent
               that such distribution consists of amounts attributable to
               after-tax employee contributions.

               (3) Participant Rollover Contributions from IRAs. The Plan will
               accept a participant rollover contribution of the portion of a
               distribution from an individual retirement account or annuity
               described in Code Section 408(a) or 408(b) that is eligible to be
               rolled over and would otherwise be includible in gross income of
               the distributee.

               (4) Rollover Contributions of After-Tax Employee Contributions
               Not Accepted. Notwithstanding anything to the contrary herein,
               the Plan will not accept a rollover contribution or any portion
               of a rollover contribution that consists of amounts attributable
               to after-tax employee contributions that would otherwise (but for
               the making of such rollover contribution) be excludible from the
               gross income of the distributee.

               (c) Amounts in a Participant's Transfer/Rollover Account shall be
          held by the Trustee pursuant to the provisions of this Plan and may
          not be withdrawn by, or distributed to the Participant, in whole or in
          part, except as provided in paragraph (d) of this Section. The Trustee
          shall have no duty or responsibility to inquire as to the propriety of
          the amount, value or type of assets transferred, nor to conduct any
          due diligence with respect to such assets; provided, however, that
          such assets are otherwise eligible to be held by the Trustee under the
          terms of this Plan.

               (d) The Administrator, at the election of the Participant, shall
          direct the Trustee to distribute all or a portion of the amount
          credited to the Participant's Transfer/Rollover Account. Any
          distributions of amounts held in a Participant's Transfer/Rollover
          Account shall be made in a manner which is consistent with and
          satisfies the provisions of Section 6.5, including, but not limited
          to,


                                      -48-
<PAGE>

          all notice and consent requirements of Code Section 411(a)(11) and the
          Regulations thereunder. Such amounts (including the earnings thereon)
          shall be disregarded in determining whether an involuntary cashout of
          benefits may be made without Participant consent.

               (e) The Administrator may direct that Employee transfers and
          rollovers made after a Valuation Date be segregated into a separate
          account for each Participant until such time as the allocations
          pursuant to this Plan have been made, at which time they may remain
          segregated or be invested as part of the general Trust Fund or be
          directed by the Participant pursuant to Section 4.12.

               (f) This Plan shall not accept any direct or indirect transfers
          (as that term is defined and interpreted under Code Section 401(a)(11)
          and the Regulations thereunder) from a defined benefit plan, money
          purchase plan (including a target benefit plan), stock bonus or profit
          sharing plan which would otherwise have provided for a life annuity
          form of payment to the Participant.

               (g) Notwithstanding anything herein to the contrary, a transfer
          directly to this Plan from another qualified plan (or a transaction
          having the effect of such a transfer) shall be permitted only if it
          will not result in the elimination or reduction of any "Section
          411(d)(6) protected benefit" as described in Section 8.1.

4.12 DIRECTED INVESTMENT ACCOUNT

               (a) Participants may, subject to a procedure established by the
          Administrator (the Participant Direction Procedures) and applied in a
          uniform nondiscriminatory manner, direct the Trustee, in writing (or
          in such other form which is acceptable to the Trustee), to invest all
          of their accounts in specific assets, specific funds or other
          investments permitted under the Plan and the Participant Direction
          Procedures. That portion of the interest of any Participant so
          directing will thereupon be considered a Participant's Directed
          Account.

               (b) As of each Valuation Date, all Participant Directed Accounts
          shall be charged or credited with the net earnings, gains, losses and
          expenses as well as any appreciation or depreciation in the market
          value using publicly listed fair market values when available or
          appropriate as follows:

               (1) to the extent that the assets in a Participant's Directed
               Account are accounted for as pooled assets or investments, the
               allocation of earnings, gains and losses of each Participant's
               Directed Account shall be based upon the total amount of funds so
               invested in a



                                      -49-
<PAGE>

               manner proportionate to the Participant's share of such pooled
               investment; and

               (2) to the extent that the assets in the Participant's Directed
               Account are accounted for as segregated assets, the allocation of
               earnings, gains and losses from such assets shall be made on a
               separate and distinct basis.

               (c) Investment directions will be processed as soon as
          administratively practicable after proper investment directions are
          received from the Participant. No guarantee is made by the Plan,
          Employer, Administrator or Trustee that investment directions will be
          processed on a daily basis, and no guarantee is made in any respect
          regarding the processing time of an investment direction.
          Notwithstanding any other provision of the Plan, the Employer,
          Administrator or Trustee reserves the right to not value an investment
          option on any given Valuation Date for any reason deemed appropriate
          by the Employer, Administrator or Trustee. Furthermore, the processing
          of any investment transaction may be delayed for any legitimate
          business reason (including, but not limited to, failure of systems or
          computer programs, failure of the means of the transmission of data,
          force majeure, the failure of a service provider to timely receive
          values or prices, and correction for errors or omissions or the errors
          or omissions of any service provider). The processing date of a
          transaction will be binding for all purposes of the Plan and
          considered the applicable Valuation Date for an investment
          transaction.

               (d) The Participant Direction Procedures shall provide an
          explanation of the circumstances under which Participants and their
          Beneficiaries may give investment instructions, including, but need
          not be limited to, the following:

               (1) the conveyance of instructions by the Participants and their
               Beneficiaries to invest Participant Directed Accounts in Directed
               Investment Options;

               (2) the name, address and phone number of the Fiduciary (and, if
               applicable, the person or persons designated by the Fiduciary to
               act on its behalf) responsible for providing information to the
               Participant or a Beneficiary upon request relating to the
               Directed Investment Options;

               (3) applicable restrictions on transfers to and from any
               Designated Investment Alternative;

               (4) any restrictions on the exercise of voting, tender and
               similar rights related to a Directed


                                      -50-
<PAGE>

               Investment Option by the Participants or their Beneficiaries;

               (5) a description of any transaction fees and expenses which
               affect the balances in Participant Directed Accounts in
               connection with the purchase or sale of Directed Investment
               Options; and

               (6) general procedures for the dissemination of investment and
               other information relating to the Designated Investment
               Alternatives as deemed necessary or appropriate, including but
               not limited to a description of the following:

                    (i) the investment vehicles available under the Plan,
                    including specific information regarding any Designated
                    Investment Alternative;

                    (ii) any designated Investment Managers; and

                    (iii) a description of the additional information which may
                    be obtained upon request from the Fiduciary designated to
                    provide such information.

               (e) With respect to any Employer stock which is allocated to a
          Participant's Directed Investment Account, the Participant or
          Beneficiary shall direct the Trustee with regard to any voting, tender
          and similar rights associated with the ownership of Employer stock,
          (hereinafter referred to as the "Stock Rights") as follows:

               (1) each Participant or Beneficiary shall direct the Trustee to
               vote or otherwise exercise such Stock Rights in accordance with
               the provisions, conditions and terms of any such Stock Rights;

               (2) such directions shall be provided to the Trustee by the
               Participant or Beneficiary in accordance with the procedure as
               established by the Administrator and the Trustee shall vote or
               otherwise exercise such Stock Rights with respect to which it has
               received directions to do so under this Section; and

               (3) to the extent to which a Participant or Beneficiary does not
               instruct the Trustee to vote or otherwise exercise such Stock
               Rights, such Participants or Beneficiaries shall be deemed to
               have directed the Trustee that such Stock Rights remain nonvoted
               and unexercised.

               (f) Any information regarding investments available under the
          Plan, to the extent not required to be described in the Participant
          Direction Procedures, may be provided to the Participant in one or
          more written documents (or in any



                                      -51-
<PAGE>

          other form including, but not limited to, electronic media) which are
          separate from the Participant Direction Procedures and are not thereby
          incorporated by reference into this Plan.

               (g) The Administrator may, in its discretion, include in or
          exclude by amendment or other action from the Participant Direction
          Procedures such instructions, guidelines or policies as it deems
          necessary or appropriate to ensure proper administration of the Plan,
          and may interpret the same accordingly.

4.13 QUALIFIED MILITARY SERVICE

          Notwithstanding any provision of this Plan to the contrary, effective
December 12, 1994, contributions, benefits and service will be provided in
accordance with Code Section 414(u).


                                    ARTICLE V
                                   VALUATIONS

5.1  VALUATION OF THE TRUST FUND

          The Administrator shall direct the Trustee, as of each Valuation Date,
to determine the net worth of the assets comprising the Trust Fund as it exists
on the Valuation Date. In determining such net worth, the Trustee shall value
the assets comprising the Trust Fund at their fair market value (or their
contractual value in the case of a Contract or Policy) as of the Valuation Date
and shall deduct all expenses for which the Trustee has not yet obtained
reimbursement from the Employer or the Trust Fund. The Trustee may update the
value of any shares held in the Participant Directed Account by reference to the
number of shares held by that Participant, priced at the market value as of the
Valuation Date.

5.2  METHOD OF VALUATION

          In determining the fair market value of securities held in the Trust
Fund which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on such
exchange preceding the close of business on the Valuation Date. If such
securities were not traded on the Valuation Date, or if the exchange on which
they are traded was not open for business on the Valuation Date, then the
securities shall be valued at the prices at which they were last traded prior to
the Valuation Date. Any unlisted security held in the Trust Fund shall be valued
at its bid price next preceding the close of business on the Valuation Date,
which bid price shall be obtained from a registered broker or an investment
banker. In determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise such
assets itself, or in its discretion, employ one or more appraisers for that
purpose and rely on the values established by such appraiser or appraisers.


                                      -52-
<PAGE>


                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1  DETERMINATION OF BENEFITS UPON RETIREMENT

          Every Participant may terminate employment with the Employer and
retire for the purposes hereof on the Participant's Normal Retirement Date.
However, a Participant may postpone the termination of employment with the
Employer to a later date, in which event the participation of such Participant
in the Plan, including the right to receive allocations pursuant to Section 4.4,
shall continue until such Participant's Late Retirement Date. Upon a
Participant's Retirement Date or attainment of Normal Retirement Date without
termination of employment with the Employer, or as soon thereafter as is
practicable, the Trustee shall distribute, at the election of the Participant,
all amounts credited to such Participant's Combined Account in accordance with
Section 6.5.

6.2  DETERMINATION OF BENEFITS UPON DEATH

               (a) Upon the death of a Participant before the Participant's
          Retirement Date or other termination of employment, all amounts
          credited to such Participant's Combined Account shall become fully
          Vested. The Administrator shall direct the Trustee, in accordance with
          the provisions of Sections 6.6 and 6.7, to distribute the value of the
          deceased Participant's accounts to the Participant's Beneficiary.

               (b) Upon the death of a Former Participant, the Administrator
          shall direct the Trustee, in accordance with the provisions of
          Sections 6.6 and 6.7, to distribute any remaining Vested amounts
          credited to the accounts of a deceased Former Participant to such
          Former Participant's Beneficiary.

               (c) Any security interest held by the Plan by reason of an
          outstanding loan to the Participant or Former Participant shall be
          taken into account in determining the amount of the death benefit.

               (d) The Administrator may require such proper proof of death and
          such evidence of the right of any person to receive payment of the
          value of the account of a deceased Participant or Former Participant
          as the Administrator may deem desirable. The Administrator's
          determination of death and of the right of any person to receive
          payment shall be conclusive.

               (e) The Beneficiary of the death benefit payable pursuant to this
          Section shall be the Participant's spouse. Except, however, the
          Participant may designate a Beneficiary other than the spouse if:


                                      -53-
<PAGE>

               (1) the spouse has waived the right to be the Participant's
               Beneficiary, or

               (2) the Participant is legally separated or has been abandoned
               (within the meaning of local law) and the Participant has a court
               order to such effect (and there is no "qualified domestic
               relations order" as defined in Code Section 414(p) which provides
               otherwise), or

               (3) the Participant has no spouse, or

               (4) the spouse cannot be located.

                    In such event, the designation of a Beneficiary shall be
          made on a form satisfactory to the Administrator. A Participant may at
          any time change or revoke a designation of a Beneficiary by filing
          written notice of such change or revocation with the Administrator.
          However, the Participant's spouse must again consent in writing (or in
          such other form as permitted by the Internal Revenue Service) to any
          change in Beneficiary unless the original consent acknowledged that
          the spouse had the right to limit consent only to a specific
          Beneficiary and that the spouse voluntarily elected to relinquish such
          right.

               (f) In the event no valid designation of Beneficiary exists, or
          if the Beneficiary is not alive at the time of the Participant's
          death, the death benefit will be paid to the Participant's estate. If
          the Beneficiary does not predecease the Participant, but dies prior to
          distribution of the death benefit, the death benefit will be paid to
          the Beneficiary's estate.

               (g) Notwithstanding anything in this Section to the contrary, if
          a Participant has designated the spouse as a Beneficiary, then a
          divorce decree or a legal separation that relates to such spouse shall
          revoke the Participant's designation of the spouse as a Beneficiary
          unless the decree or a qualified domestic relations order (within the
          meaning of Code Section 414(p)) provides otherwise.

               (h) Any consent by the Participant's spouse to waive any rights
          to the death benefit must be in writing (or in such other form as
          permitted by the Internal Revenue Service), must acknowledge the
          effect of such waiver, and be witnessed by a Plan representative or a
          notary public. Further, the spouse's consent must be irrevocable and
          must acknowledge the specific nonspouse Beneficiary.

6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

          In the event of a Participant's Total and Permanent


                                      -54-
<PAGE>

Disability prior to the Participant's Retirement Date or other termination of
employment, all amounts credited to such Participant's Combined Account shall
become fully Vested. In the event of a Participant's Total and Permanent
Disability, the Administrator, in accordance with the provisions of Sections 6.5
and 6.7, shall direct the distribution to such Participant of all Vested amounts
credited to such Participant's Combined Account.

6.4  DETERMINATION OF BENEFITS UPON TERMINATION

               (a) If a Participant's employment with the Employer is terminated
          for any reason other than death, Total and Permanent Disability or
          retirement, then such Participant shall be entitled to such benefits
          as are provided hereinafter pursuant to this Section 6.4.

                    Distribution of the funds due to a Terminated Participant
          shall be made on the occurrence of an event which would result in the
          distribution had the Terminated Participant remained in the employ of
          the Employer (upon the Participant's death, Total and Permanent
          Disability or Normal Retirement). However, at the election of the
          Participant, the Administrator shall direct the Trustee that the
          entire Vested portion of the Terminated Participant's Combined Account
          be payable to such Terminated Participant. Any distribution under this
          paragraph shall be made in a manner which is consistent with and
          satisfies the provisions of Section 6.5, including, but not limited
          to, all notice and consent requirements of Code Section 411(a)(11) and
          the Regulations thereunder.

                    If the value of a Terminated Participant's Vested benefit
          derived from Employer and Employee contributions does not exceed
          $5,000, the Administrator shall direct the Trustee to cause the entire
          Vested benefit to be paid immediately to such Participant in a single
          lump sum. For purposes of this provision and the provisions of Section
          6.5(b), the value of a Participant's Vested benefit shall be
          determined without regard to that portion of his Account that is
          attributable to rollover contributions (and earnings allocable
          thereto) as defined in Code Section 411(a)(11(D).

               (b) A Participant shall become fully Vested in the Participant's
          Account attributable to Employer discretionary contributions made
          pursuant to Section 4.1(c) immediately upon entry into the Plan.

               (c) The Vested portion of any Participant's Account attributable
          to Employer matching contributions made pursuant to Section 4.1(b)
          shall be a percentage of the total of such amount credited to the
          Participant's Account determined on the basis of the Participant's
          number of Years of Service according to the following schedule:



                                      -55-
<PAGE>

                                Vesting Schedule

              Years of Service                        Percentage

                      1                                   20%
                      2                                   40%
                      3                                   60%
                      4                                   80%
                      5                                  100%

               (d) Notwithstanding the vesting schedule above, the Vested
          percentage of a Participant's Account shall not be less than the
          Vested percentage attained as of the later of the effective date or
          adoption date of this amendment and restatement.

               (e) Notwithstanding the vesting schedule above, upon the complete
          discontinuance of the Employer contributions to the Plan or upon any
          full or partial termination of the Plan, all amounts then credited to
          the account of any affected Participant shall become 100% Vested and
          shall not thereafter be subject to Forfeiture.

               (f) The computation of a Participant's nonforfeitable percentage
          of such Participant's interest in the Plan shall not be reduced as the
          result of any direct or indirect amendment to this Plan. In the event
          that the Plan is amended to change or modify any vesting schedule, or
          if the Plan is amended in any way that directly or indirectly affects
          the computation of the Participant's nonforfeitable percentage, or if
          the Plan is deemed amended by an automatic change to a top heavy
          vesting schedule, then each Participant with at least three (3) Years
          of Service as of the expiration date of the election period may elect
          to have such Participant's nonforfeitable percentage computed under
          the Plan without regard to such amendment or change. If a Participant
          fails to make such election, then such Participant shall be subject to
          the new vesting schedule. The Participant's election period shall
          commence on the adoption date of the amendment and shall end sixty
          (60) days after the latest of:

               (1) the adoption date of the amendment,

               (2) the effective date of the amendment, or

               (3) the date the Participant receives written notice of the
               amendment from the Employer or Administrator.

6.5  DISTRIBUTION OF BENEFITS

               (a) The Administrator, pursuant to the election of the
          Participant, shall direct the Trustee to distribute to a Participant
          or such Participant's Beneficiary any amount to which the Participant
          is entitled under the Plan in one

                                      -56-
<PAGE>

          lump-sum payment in cash.

               (b) Any distribution to a Participant who has a Vested benefit
          that exceeds $5,000 shall require such Participant's written (or in
          such other form as permitted by the Internal Revenue Service) consent
          if such distribution occurs prior to the time the benefit is
          "immediately distributable." A benefit is "immediately distributable"
          if any part of the benefit could be distributed to the Participant (or
          surviving spouse) before the Participant attains (or would have
          attained if not deceased) the later of the Participant's Normal
          Retirement Age or age 62.

               (c) The following rules will apply to the consent requirements
          set forth in subsection (b):

               (1) The Participant must be informed of the right to defer
               receipt of the distribution. If a Participant fails to consent,
               it shall be deemed an election to defer the distribution of any
               benefit. However, any election to defer the receipt of benefits
               shall not apply with respect to distributions which are required
               under Section 6.5(d).

               (2) Notice of the rights specified under this paragraph shall be
               provided no less than thirty (30) days and no more than ninety
               (90) days before the date the distribution commences.

               (3) Written (or such other form as permitted by the Internal
               Revenue Service) consent of the Participant to the distribution
               must not be made before the Participant receives the notice and
               must not be made more than ninety (90) days before the date the
               distribution commences.

               (4) No consent shall be valid if a significant detriment is
               imposed under the Plan on any Participant who does not consent to
               the distribution.

                    Any such distribution may commence less than thirty (30)
          days after the notice required under Regulation 1.411(a)-11(c) is
          given, provided that: (1) the Administrator clearly informs the
          Participant that the Participant has a right to a period of at least
          thirty (30) days after receiving the notice to consider the decision
          of whether or not to elect a distribution (and, if applicable, a
          particular distribution option), and (2) the Participant, after
          receiving the notice, affirmatively elects a distribution.

               (d) Notwithstanding any provision in the Plan to the contrary,
          the distribution of a Participant's benefits made on or after January
          1, 1997, shall be made in accordance


                                      -57-
<PAGE>

          with the following requirements and shall otherwise comply with Code
          Section 401(a)(9) and the Regulations thereunder (including Regulation
          1.401(a)(9)-2), the provisions of which are incorporated herein by
          reference:

               (1) A Participant's benefits shall be distributed or must begin
               to be distributed not later than April 1st of the calendar year
               following the later of (i) the calendar year in which the
               Participant attains age 70 1/2 or (ii) the calendar year in which
               the Participant retires, provided, however, that this clause (ii)
               shall not apply in the case of a Participant who is a "five (5)
               percent owner" at any time during the Plan Year ending with or
               within the calendar year in which such owner attains age 70 1/2.
               Such distributions shall be equal to or greater than any required
               distribution.

               (2) Distributions to a Participant and the Participant's
               Beneficiaries shall only be made in accordance with the
               incidental death benefit requirements of Code Section
               401(a)(9)(G) and the Regulations thereunder.

               (e) For purposes of this Section, the life expectancy of a
          Participant and a Participant's spouse may, at the election of the
          Participant or the Participant's spouse, be redetermined in accordance
          with Regulations. The election, once made, shall be irrevocable. If no
          election is made by the time distributions must commence, then the
          life expec- tancy of the Participant and the Participant's spouse
          shall not be subject to recalculation. Life expectancy and joint and
          last survivor expectancy shall be computed using the return multiples
          in Tables V and VI of Regulation 1.72-9.

               (f) All annuity Contracts under this Plan shall be
          nontransferable when distributed. Furthermore, the terms of any
          annuity Contract purchased and distributed to a Participant or spouse
          shall comply with all of the requirements of the Plan.

               (g) If a distribution is made to a Participant who has not
          severed employment and who is not fully Vested in the Participant's
          Account and the Participant may increase the Vested percentage in such
          account, then, at any relevant time the Participant's Vested portion
          of the account will be equal to an amount ("X") determined by the
          formula:

                           X equals P (AB plus D) - D

          where "P" is the Vested percentage at the relevant time, "AB" is the
          account balance at the relevant time, and "D" is the amount of the
          distribution.


                                      -58-
<PAGE>

6.6  DISTRIBUTION OF BENEFITS UPON DEATH

               (a) The death benefit payable pursuant to Section 6.2 shall be
          paid to the Participant's Beneficiary in one lump-sum payment in cash
          subject to the rules of Section 6.6(b).

               (b) Notwithstanding any provision in the Plan to the contrary,
          distributions upon the death of a Participant shall be made in
          accordance with the following requirements and shall otherwise comply
          with Code Section 401(a)(9) and the Regulations thereunder. If it is
          determined, pursuant to Regulations, that the distribution of a
          Participant's interest has begun and the Participant dies before the
          entire interest has been distributed, the remaining portion of such
          interest shall be distributed at least as rapidly as under the method
          of distribution selected pursuant to Section 6.5 as of the date of
          death. If a Participant dies before receiving any distributions of the
          interest in the Plan or before distributions are deemed to have begun
          pursuant to Regulations, then the death benefit shall be distributed
          to the Participant's Beneficiaries by December 31st of the calendar
          year in which the fifth anniversary of the Participant's date of death
          occurs.

                    However, in the event that the Participant's spouse
          (determined as of the date of the Participant's death) is the
          designated Beneficiary, then in lieu of the preceding rules,
          distributions must be made over a period not extending beyond the life
          expectancy of the spouse and must commence on or before the later of:
          (1) December 31st of the calendar year immediately following the
          calendar year in which the Participant died; or (2) December 31st of
          the calendar year in which the Participant would have attained age 70
          1/2. If the surviving spouse dies before distributions to such spouse
          begin, then the 5-year distribution requirement of this Section shall
          apply as if the spouse was the Participant.

               (c) For purposes of this Section, any amount paid to a child of
          the Participant will be treated as if it had been paid to the
          surviving spouse if the amount becomes payable to the surviving spouse
          when the child reaches the age of majority.

6.7  TIME OF SEGREGATION OR DISTRIBUTION

          Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to
make a distribution the distribution may be made on such date or as soon
thereafter as is practicable. However, unless a Former Participant elects in
writing to defer the receipt of benefits (such election may not result in a
death benefit that is more than incidental), the payment of benefits shall occur
not later than the sixtieth (60th) day after the close of the Plan Year in which
the


                                      -59-
<PAGE>

latest of the following events occurs: (a) the date on which the Participant
attains the earlier of age 65 or the Normal Retirement Age specified herein; (b)
the tenth (10th) anniversary of the year in which the Participant commenced
participation in the Plan; or (c) the date the Participant terminates service
with the Employer.

          Notwithstanding the foregoing, the failure of a Participant to consent
to a distribution that is "immediately distributable" (within the meaning of
Section 6.5), shall be deemed to be an election to defer the commencement of
payment of any benefit sufficient to satisfy this Section.

6.8  DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY

          In the event a distribution is to be made to a minor or incompetent
Beneficiary, then the Administrator may direct that such distribution be paid to
the legal guardian, or if none in the case of a minor Beneficiary, to a parent
of such Beneficiary or a responsible adult with whom the Beneficiary maintains
residence, or to the custodian for such Beneficiary under the Uniform Gift to
Minors Act or Gift to Minors Act, if such is permitted by the laws of the state
in which said Beneficiary resides. Such a payment to the legal guardian,
custodian or parent of a minor Beneficiary shall fully discharge the Trustee,
Employer, and Plan from further liability on account thereof.

6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

          In the event that all, or any portion, of the distribution payable to
a Participant or Beneficiary hereunder shall, at the later of the Participant's
attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason of
the inability of the Administrator, after sending a certified letter, return
receipt requested, to the last known address of such person, to ascertain the
whereabouts of such Participant or Beneficiary, the amount so distributable
shall be treated as a Forfeiture pursuant to the Plan. Notwithstanding the
foregoing, effective January 1, 2001, if the value of a Participant's Vested
benefit derived from Employer and Employee contributions does not exceed $5,000,
then the amount distributable may, in the sole discretion of the Administrator,
either be treated as a Forfeiture, or be paid directly to an individual
retirement account described in Code Section 408(a) or an individual retirement
annuity described in Code Section 408(b) at the time it is determined that the
whereabouts of the Participant or the Participant's Beneficiary cannot be
ascertained. In the event a Participant or Beneficiary is located subsequent to
the Forfeiture, such benefit shall be restored, first from Forfeitures, if any,
and then from an additional Employer contribution if necessary. However,
regardless of the preceding, a benefit which is lost by reason of escheat under
applicable state law is not treated as a Forfeiture for purposes of this Section
nor as an impermissible forfeiture under the Code.

6.10 PRE-RETIREMENT DISTRIBUTION

          Unless otherwise provided, at such time as a Participant



                                      -60-
<PAGE>

shall have attained the age of 59 1/2 years, the Administrator, at the election
of the Participant who has not severed employment with the Employer, shall
direct the Trustee to distribute all or a portion of the Vested amount then
credited to the accounts maintained on behalf of the Participant, excluding that
portion of his Participant's Account attributable to Employer discretionary
contributions made pursuant to Section 4.1(c). In the event that the
Administrator makes such a distribution, the Participant shall continue to be
eligible to participate in the Plan on the same basis as any other Employee. Any
distribution made pursuant to this Section shall be made in a manner consistent
with Section 6.5, including, but not limited to, all notice and consent
requirements of Code Section 411(a)(11) and the Regulations thereunder.

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

               (a) The Administrator, at the election of the Participant, shall
          direct the Trustee to distribute to any Participant in any one Plan
          Year up to the lesser of 100% of the Participant's Elective Account
          valued as of the last Valuation Date or the amount necessary to
          satisfy the immediate and heavy financial need of the Participant. Any
          distribution made pursuant to this Section shall be deemed to be made
          as of the first day of the Plan Year or, if later, the Valuation Date
          immediately preceding the date of distribution, and the Participant's
          Elective Account shall be reduced accordingly. Withdrawal under this
          Section is deemed to be on account of an immediate and heavy financial
          need of the Participant only if the withdrawal is for:

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

               (2) The costs directly related to the purchase (excluding
               mortgage payments) of a principal residence for the Participant;

               (3) Payment of tuition, related educational fees, and room and
               board expenses for the next twelve (12) months of post-secondary
               education for the Participant and the Participant's spouse,
               children, or dependents; or

               (4) Payments necessary to prevent the eviction of the Participant
               from the Participant's principal residence or foreclosure on the
               mortgage on that residence.

               (b) No distribution shall be made pursuant to this Section unless
          the Administrator, based upon the Participant's representation and
          such other facts as are



                                      -61-
<PAGE>

          known to the Administrator, determines that all of the following
          conditions are satisfied:

               (1) The distribution is not in excess of the amount of the
               immediate and heavy financial need of the Participant. The amount
               of the immediate and heavy financial need may include any amounts
               necessary to pay any federal, state, or local income taxes or
               penalties reasonably anticipated to result from the distribution;

               (2) The Participant has obtained all distributions, other than
               hardship distributions, and all nontaxable (at the time of the
               loan) loans currently available under all plans maintained by the
               Employer; and

               (3) The Plan, and all other plans maintained by the Employer,
               provide that the Participant's elective deferrals and after-tax
               voluntary Employee contributions will be suspended for at least
               six (6) months after receipt of the hardship distribution or, the
               Participant, pursuant to a legally enforceable agreement, will
               suspend elective deferrals and after-tax voluntary Employee
               contributions to the Plan and all other plans maintained by the
               Employer for at least six (6) months after receipt of the
               hardship distribution.

               (c) Notwithstanding the above, distributions from the
          Participant's Elective Account pursuant to this Section shall be
          limited solely to the Participant's total Deferred Compensation as of
          the date of distribution, reduced by the amount of any previous
          distributions pursuant to this Section and Section 6.10.

               (d) Any distribution made pursuant to this Section shall be made
          in a manner which is consistent with and satisfies the provisions of
          Section 6.5, including, but not limited to, all notice and consent
          requirements of Code Section 411(a)(11) and the Regulations
          thereunder.

6.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

          All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan. For the purposes of this Section, "alternate
payee," "qualified domestic relations order" and "earliest retirement age" shall
have the meaning set forth under Code Section 414(p).


                                      -62-
<PAGE>

6.13 LATEST TIME FOR MAKING DISTRIBUTION TO A TERMINATED PARTICIPANT

          Notwithstanding anything to the contrary in Sections 6.5, 6.6 and 6.7,
in the event that a terminated Participant's account remains undistributed to
him or his Beneficiary, in whole or in part, when the Participant attains (or
would have attained, if still living) age 65, the Administrator shall
immediately distribute such Participant's entire nonforfeitable account balance.


                                   ARTICLE VII
                                     TRUSTEE

7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE

               (a) The Trustee shall have the following categories of
          responsibilities:

               (1) Consistent with the "funding policy and method" determined by
               the Employer, to invest, manage, and control the Plan assets
               subject, however, to the direction of a Participant with respect
               to Participant Directed Accounts, the Employer or an Investment
               Manager appointed by the Employer or any agent of the Employer;

               (2) At the direction of the Administrator, to pay benefits
               required under the Plan to be paid to Participants, or, in the
               event of their death, to their Beneficiaries; and

               (3) To maintain records of receipts and disbursements and furnish
               to the Employer and/or Administrator for each Plan Year a written
               annual report pursuant to Section 7.7.

               (b) In the event that the Trustee shall be directed by a
          Participant (pursuant to the Participant Direction Procedures), or the
          Employer, or an Investment Manager or other agent appointed by the
          Employer with respect to the investment of any or all Plan assets, the
          Trustee shall have no liability with respect to the investment of such
          assets, but shall be responsible only to execute such investment
          instructions as so directed.

               (1) The Trustee shall be entitled to rely fully on the written
               (or other form acceptable to the Administrator and the Trustee,
               including, but not limited to, voice recorded) instructions of a
               Participant (pursuant to the Participant Direction Procedures),
               or the Employer, or any Fiduciary or nonfiduciary agent of the
               Employer, in the discharge of such duties, and shall not be
               liable for any loss or other liability, resulting from such
               direction (or lack of direction) of the investment of any part of


                                      -63-
<PAGE>

               the Plan assets.

               (2) The Trustee may delegate the duty of executing such
               instructions to any nonfiduciary agent, which may be an affiliate
               of the Trustee or any Plan representative.

               (3) The Trustee may refuse to comply with any direction from the
               Participant in the event the Trustee, in its sole and absolute
               discretion, deems such directions improper by virtue of
               applicable law. The Trustee shall not be responsible or liable
               for any loss or expense which may result from the Trustee's
               refusal or failure to comply with any directions from the
               Participant.

               (4) Any costs and expenses related to compliance with the
               Participant's directions shall be borne by the Participant's
               Directed Account, unless paid by the Employer.

               (c) If there shall be more than one Trustee, they shall act by a
          majority of their number, but may authorize one or more of them to
          sign papers on their behalf.

7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

               (a) The Trustee shall invest and reinvest the Trust Fund to keep
          the Trust Fund invested without distinction between principal and
          income and in such securities or property, real or personal, wherever
          situated, as the Trustee shall deem advisable, including, but not
          limited to, stocks, common or preferred, open-end or closed-end mutual
          funds, bonds and other evidences of indebtedness or ownership, and
          real estate or any interest therein. The Trustee shall at all times in
          making investments of the Trust Fund consider, among other factors,
          the short and long-term financial needs of the Plan on the basis of
          information furnished by the Employer. In making such investments, the
          Trustee shall not be restricted to securities or other property of the
          character expressly authorized by the applicable law for trust
          investments; however, the Trustee shall give due regard to any
          limitations imposed by the Code or the Act so that at all times the
          Plan may qualify as a qualified Profit Sharing Plan and Trust.

               (b) The Trustee may employ a bank or trust company pursuant to
          the terms of its usual and customary bank agency agreement, under
          which the duties of such bank or trust company shall be of a
          custodial, clerical and recordkeeping nature.


                                      -64-
<PAGE>

7.3  OTHER POWERS OF THE TRUSTEE

          The Trustee, in addition to all powers and authorities under common
law, statutory authority, including the Act, and other provisions of the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

               (a) To purchase, or subscribe for, any securities or other
          property and to retain the same. In conjunction with the purchase of
          securities, margin accounts may be opened and maintained;

               (b) To sell, exchange, convey, transfer, grant options to
          purchase, or otherwise dispose of any securities or other property
          held by the Trustee, by private contract or at public auction. No
          person dealing with the Trustee shall be bound to see to the
          application of the purchase money or to inquire into the validity,
          expediency, or propriety of any such sale or other disposition, with
          or without advertisement;

               (c) To vote upon any stocks, bonds, or other securities; to give
          general or special proxies or powers of attorney with or without power
          of substitution; to exercise any conversion privileges, subscription
          rights or other options, and to make any payments incidental thereto;
          to oppose, or to consent to, or otherwise participate in, corporate
          reorganizations or other changes affecting corporate securities, and
          to delegate discretionary powers, and to pay any assessments or
          charges in connection therewith; and generally to exercise any of the
          powers of an owner with respect to stocks, bonds, securities, or other
          property. However, the Trustee shall not vote proxies relating to
          securities for which it has not been assigned full investment
          management responsibilities. In those cases where another party has
          such investment authority or discretion, the Trustee will deliver all
          proxies to said party who will then have full responsibility for
          voting those proxies;

               (d) To cause any securities or other property to be registered in
          the Trustee's own name, in the name of one or more of the Trustee's
          nominees, in a clearing corporation, in a depository, or in book entry
          form or in bearer form, but the books and records of the Trustee shall
          at all times show that all such investments are part of the Trust
          Fund;

               (e) To borrow or raise money for the purposes of the Plan in such
          amount, and upon such terms and conditions, as the Trustee shall deem
          advisable; and for any sum so borrowed, to issue a promissory note as
          Trustee, and to secure the repayment thereof by pledging all, or any
          part, of the Trust Fund; and no person lending money to the Trustee
          shall be bound to see to the application of the



                                      -65-
<PAGE>

          money lent or to inquire into the validity, expediency, or propriety
          of any borrowing;

               (f) To keep such portion of the Trust Fund in cash or cash
          balances as the Trustee may, from time to time, deem to be in the best
          interests of the Plan, without liability for interest thereon;

               (g) To accept and retain for such time as the Trustee may deem
          advisable any securities or other property received or acquired as
          Trustee hereunder, whether or not such securities or other property
          would normally be purchased as investments hereunder;

               (h) To make, execute, acknowledge, and deliver any and all
          documents of transfer and conveyance and any and all other instruments
          that may be necessary or appropriate to carry out the powers herein
          granted;

               (i) To settle, compromise, or submit to arbitration any claims,
          debts, or damages due or owing to or from the Plan, to commence or
          defend suits or legal or administrative proceedings, and to represent
          the Plan in all suits and legal and administrative proceedings;

               (j) To employ suitable agents and counsel and to pay their
          reasonable expenses and compensation, and such agent or counsel may or
          may not be agent or counsel for the Employer;

               (k) To apply for and procure from responsible insurance
          companies, to be selected by the Administrator, as an investment of
          the Trust Fund such annuity, or other Contracts (on the life of any
          Participant) as the Administrator shall deem proper; to exercise, at
          any time or from time to time, whatever rights and privileges may be
          granted under such annuity, or other Contracts; to collect, receive,
          and settle for the proceeds of all such annuity or other Contracts as
          and when entitled to do so under the provisions thereof;

               (l) To invest funds of the Trust in time deposits or savings
          accounts bearing a reasonable rate of interest or in cash or cash
          balances without liability for interest thereon;

               (m) To invest in Treasury Bills and other forms of United States
          government obligations;

               (n) To invest in shares of investment companies registered under
          the Investment Company Act of 1940;

               (o) To sell, purchase and acquire put or call options if the
          options are traded on and purchased through a



                                      -66-
<PAGE>

          national securities exchange registered under the Securities Exchange
          Act of 1934, as amended, or, if the options are not traded on a
          national securities exchange, are guaranteed by a member firm of the
          New York Stock Exchange regardless of whether such options are
          covered;

               (p) To deposit monies in federally insured savings accounts or
          certificates of deposit in banks or savings and loan associations;

               (q) To pool all or any of the Trust Fund, from time to time, with
          assets belonging to any other qualified employee pension benefit trust
          created by the Employer or any Affiliated Employer, and to commingle
          such assets and make joint or common investments and carry joint
          accounts on behalf of this Plan and Trust and such other trust or
          trusts, allocating undivided shares or interests in such investments
          or accounts or any pooled assets of the two or more trusts in
          accordance with their respective interests;

               (r) To appoint a nonfiduciary agent or agents to assist the
          Trustee in carrying out any investment instructions of Participants
          and of any Investment Manager or Fiduciary, and to compensate such
          agent(s) from the assets of the Plan, to the extent not paid by the
          Employer;

               (s) To do all such acts and exercise all such rights and
          privileges, although not specifically mentioned herein, as the Trustee
          may deem necessary to carry out the purposes of the Plan.

7.4  LOANS TO PARTICIPANTS

               (a) The Trustee may, in the Trustee's discretion, make loans to
          Participants and Beneficiaries under the following circumstances: (1)
          loans shall be made available to all Participants and Beneficiaries on
          a reasonably equivalent basis; (2) loans shall not be made available
          to Highly Compensated Employees in an amount greater than the amount
          made available to other Participants and Beneficiaries; (3) loans
          shall bear a reasonable rate of interest; (4) loans shall be
          adequately secured; and (5) loans shall provide for periodic repayment
          over a reasonable period of time.

               (b) Loans made pursuant to this Section (when added to the
          outstanding balance of all other loans made by the Plan to the
          Participant) may, in accordance with a uniform and nondiscriminatory
          policy established by the Administrator, be limited to the lesser of:

               (1) $50,000 reduced by the excess (if any) of the highest
               outstanding balance of loans from the Plan to the Participant
               during the one year period ending on



                                      -67-
<PAGE>

               the day before the date on which such loan is made, over the
               outstanding balance of loans from the Plan to the Participant on
               the date on which such loan was made, or

               (2) one-half (1/2) of the present value of the nonforfeitable
               accrued benefit of the Participant under the Plan, excluding that
               portion of his Participant's Account attributable to Employer
               discretionary contributions made pursuant to Section 4.1(c).

                    For purposes of this limit, all plans of the Employer shall
          be considered one plan.

               (c) Loans shall provide for level amortization with payments to
          be made not less frequently than quarterly over a period not to exceed
          five (5) years. However, loans used to acquire any dwelling unit
          which, within a reasonable time, is to be used (determined at the time
          the loan is made) as a "principal residence" of the Participant shall
          provide for periodic repayment over a reasonable period of time that
          may exceed five (5) years. For this purpose, a "principal residence"
          has the same meaning as a "principal residence" under Code Section
          1034. Loan repayments may be suspended under this Plan as permitted
          under Code Section 414(u)(4).

               (d) Any loans granted or renewed shall be made pursuant to a
          Participant loan program. Such loan program shall be established in
          writing and must include, but need not be limited to, the following:

               (1) the identity of the person or positions authorized to
               administer the Participant loan program;

               (2) a procedure for applying for loans;

               (3) the basis on which loans will be approved or denied;

               (4) limitations, if any, on the types and amounts of loans
               offered;

               (5) the procedure under the program for determining a reasonable
               rate of interest;

               (6) the types of collateral which may secure a Participant loan;
               and

               (7) the events constituting default and the steps that will be
               taken to preserve Plan assets.

                    Such Participant loan program shall be contained



                                      -68-
<PAGE>

          in a separate written document which, when properly executed, is
          hereby incorporated by reference and made a part of the Plan.
          Furthermore, such Participant loan program may be modified or amended
          in writing from time to time without the necessity of amending this
          Section.

               (e) Notwithstanding anything in this Plan to the contrary, if a
          Participant or Beneficiary defaults on a loan made pursuant to this
          Section, then the loan default will be a distributable event to the
          extent permitted by the Code and Regulations.

               (f) Notwithstanding anything in this Section to the contrary, any
          loans made prior to the date this amendment and restatement is adopted
          shall be subject to the terms of the plan in effect at the time such
          loan was made.

7.5  DUTIES OF THE TRUSTEE REGARDING PAYMENTS

          At the direction of the Administrator, the Trustee shall, from time to
time, in accordance with the terms of the Plan, make payments out of the Trust
Fund. The Trustee shall not be responsible in any way for the application of
such payments.

7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

          The Trustee shall be paid such reasonable compensation as set forth in
the Trustee's fee schedule (if the Trustee has such a schedule) or as agreed
upon in writing by the Employer and the Trustee. However, an individual serving
as Trustee who already receives full-time pay from the Employer shall not
receive compensation from the Plan. In addition, the Trustee shall be reimbursed
for any reasonable expenses, including reasonable counsel fees incurred by it as
Trustee. Such compensation and expenses shall be paid from the Trust Fund unless
paid or advanced by the Employer. All taxes of any kind whatsoever that may be
levied or assessed under existing or future laws upon, or in respect of, the
Trust Fund or the income thereof, shall be paid from the Trust Fund.

7.7  ANNUAL REPORT OF THE TRUSTEE

               (a) Within a reasonable period of time after the later of the
          Anniversary Date or receipt of the Employer contribution for each Plan
          Year, the Trustee, or its agent, shall furnish to the Employer and
          Administrator a written statement of account with respect to the Plan
          Year for which such contribution was made setting forth:

               (1) the net income, or loss, of the Trust Fund;

               (2) the gains, or losses, realized by the Trust Fund upon sales
               or other disposition of the assets;

               (3) the increase, or decrease, in the value of the


                                      -69-
<PAGE>

               Trust Fund;

               (4) all payments and distributions made from the Trust Fund; and

               (5) such further information as the Trustee and/or Administrator
               deems appropriate.

               (b) The Employer, promptly upon its receipt of each such
          statement of account, shall acknowledge receipt thereof in writing and
          advise the Trustee and/or Administrator of its approval or disapproval
          thereof. Failure by the Employer to disapprove any such statement of
          account within thirty (30) days after its receipt thereof shall be
          deemed an approval thereof. The approval by the Employer of any
          statement of account shall be binding on the Employer and the Trustee
          as to all matters contained in the statement to the same extent as if
          the account of the Trustee had been settled by judgment or decree in
          an action for a judicial settlement of its account in a court of
          competent jurisdiction in which the Trustee, the Employer and all
          persons having or claiming an interest in the Plan were parties.
          However, nothing contained in this Section shall deprive the Trustee
          of its right to have its accounts judicially settled if the Trustee so
          desires.

7.8  AUDIT

               (a) If an audit of the Plan's records shall be required by the
          Act and the regulations thereunder for any Plan Year, the
          Administrator shall direct the Trustee to engage on behalf of all
          Participants an independent qualified public accountant for that
          purpose. Such accountant shall, after an audit of the books and
          records of the Plan in accordance with generally accepted auditing
          standards, within a reasonable period after the close of the Plan
          Year, furnish to the Administrator and the Trustee a report of the
          audit setting forth the accountant's opinion as to whether any
          statements, schedules or lists that are required by Act Section 103 or
          the Secretary of Labor to be filed with the Plan's annual report, are
          presented fairly in conformity with generally accepted accounting
          principles applied consistently.

               (b) All auditing and accounting fees shall be an expense of and
          may, at the election of the Employer, be paid from the Trust Fund.

               (c) If some or all of the information necessary to enable the
          Administrator to comply with Act Section 103 is maintained by a bank,
          insurance company, or similar institution, regulated, supervised, and
          subject to periodic examination by a state or federal agency, then it
          shall


                                      -70-
<PAGE>

          transmit and certify the accuracy of that information to the
          Administrator as provided in Act Section 103(b) within one hundred
          twenty (120) days after the end of the Plan Year or such other date as
          may be prescribed under regulations of the Secretary of Labor.

7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

               (a) Unless otherwise agreed to by both the Trustee and the
          Employer, a Trustee may resign at any time by delivering to the
          Employer, at least thirty (30) days before its effective date, a
          written notice of resignation.

               (b) Unless otherwise agreed to by both the Trustee and the
          Employer, the Employer may remove a Trustee at any time by delivering
          to the Trustee, at least thirty (30) days before its effective date, a
          written notice of such Trustee's removal.

               (c) Upon the death, resignation, incapacity, or removal of any
          Trustee, a successor may be appointed by the Employer; and such
          successor, upon accepting such appointment in writing and delivering
          same to the Employer, shall, without further act, become vested with
          all the powers and responsibilities of the predecessor as if such
          successor had been originally named as a Trustee herein. Until such a
          successor is appointed, the remaining Trustee or Trustees shall have
          full authority to act under the terms of the Plan.

               (d) The Employer may designate one or more successors prior to
          the death, resignation, incapacity, or removal of a Trustee. In the
          event a successor is so designated by the Employer and accepts such
          designation, the successor shall, without further act, become vested
          with all the powers and responsibilities of the predecessor as if such
          successor had been originally named as Trustee herein immediately upon
          the death, resignation, incapacity, or removal of the predecessor.

               (e) Whenever any Trustee hereunder ceases to serve as such, the
          Trustee shall furnish to the Employer and Administrator a written
          statement of account with respect to the portion of the Plan Year
          during which the individual or entity served as Trustee. This
          statement shall be either (i) included as part of the annual statement
          of account for the Plan Year required under Section 7.7 or (ii) set
          forth in a special statement. Any such special statement of account
          should be rendered to the Employer no later than the due date of the
          annual statement of account for the Plan Year. The procedures set
          forth in Section 7.7 for the approval by the Employer of annual
          statements of account shall apply to any special statement of account
          rendered hereunder and approval by the Employer of any such special
          statement in the manner provided in Section 7.7 shall have


                                      -71-
<PAGE>

          the same effect upon the statement as the Employer's approval of an
          annual statement of account. No successor to the Trustee shall have
          any duty or responsibility to investigate the acts or transactions of
          any predecessor who has rendered all statements of account required by
          Section 7.7 and this subparagraph.

7.10 TRANSFER OF INTEREST

          Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the Vested
interest, if any, of a Participant to another trust forming part of a pension,
profit sharing or stock bonus plan maintained by such Participant's new employer
and represented by said employer in writing as meeting the requirements of Code
Section 401(a), provided that the trust to which such transfers are made permits
the transfer to be made.

7.11 TRUSTEE INDEMNIFICATION

          The Employer agrees to indemnify and hold harmless the Trustee against
any and all claims, losses, damages, expenses and liabilities the Trustee may
incur in the exercise and performance of the Trustee's power and duties
hereunder, unless the same are determined to be due to gross negligence or
willful misconduct.

7.12 DIRECT ROLLOVER; MANDATORY DISTRIBUTIONS

               (a) Notwithstanding any provision of the Plan to the contrary
          that would otherwise limit a distributee's election under this
          Section, a distributee may elect, at the time and in the manner
          prescribed by the Administrator, to have any portion of an eligible
          rollover distribution that is equal to at least $500 paid directly to
          an eligible retirement plan specified by the distributee in a direct
          rollover.

               (b) For purposes of this Section the following definitions shall
          apply:

               (1) An "eligible rollover distribution" is any distribution of
               all or any portion of the balance to the credit of the
               distributee, except that an "eligible rollover distribution" does
               not include: any distribution that is one of a series of
               substantially equal periodic payments (not less frequently than
               annually) made for the life (or life expectancy) of the
               distributee or the joint lives (or joint life expectancies) of
               the distribute and the distributee's designated beneficiary, or
               for a specified period of ten years or more; any distribution to
               the extent such distribution is required under Code Section
               401(a)(9); the portion of any other distribution that is not
               includible in gross income (determined without regard to the
               exclusion for net unrealized


                                      -72-
<PAGE>

               appreciation with respect to employer securities); any amount
               that is distributed on account of hardship after December 31,
               2001; and any other distribution that is reasonably expected to
               total less than $200 during a year. A portion of a distribution
               shall not fail to be an eligible rollover distribution merely
               because the portion consists of after-tax employee contributions
               which are not includible in gross income. However, such portion
               may be transferred only to an individual retirement account or
               annuity described in Code Section 408(a) or (b), or to a
               qualified defined contribution plan described in Code Section
               401(a) or 403(a) that agrees to separately account for amounts so
               transferred, including separately accounting for the portion of
               such distribution which is includible in gross income and the
               portion of such distribution which is not so includible.


               (2) An "eligible retirement plan" is 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), an annuity contract
               described in Code Section 403(b, an eligible plan under Code
               Section 457(b) which is maintained by a state, political
               subdivision of a state, or any agency or instrumentality of a
               state or political subdivision of a state and which agrees to
               separately account for amounts transferred into such plan from
               this Plan, or a qualified trust described in Code Section 401(a)
               that accepts the distributee's eligible rollover distribution.
               The foregoing definition of an "eligible retirement plan" shall
               also apply in the case of a distribution to a surviving spouse,
               or to a spouse or former spouse who is the alternate payee under
               a qualified domestic relations order, as defined in Code Section
               414(p).

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

               (4) A "direct rollover" is a payment by the Plan to the eligible
               retirement plan specified by the distributee.

               (5) A "mandatory distribution" is a distribution described in
               Code Section 401(a)(31)(B)(i).



                                      -73-
<PAGE>

               (c) Effective for distributions occurring on or after March 28,
               2005, in the event of a mandatory distribution greater than
               $1,000 in accordance with Section 6.4(a), if the Participant does
               not elect to have such distribution paid directly to an eligible
               retirement plan specified by the Participant in a direct rollover
               or to receive the distribution directly in accordance with
               Section 6.4(a), then the Administrator shall pay the distribution
               in a direct rollover to an individual retirement plan designated
               by the Administrator.

7.13 EMPLOYER SECURITIES AND REAL PROPERTY

          The Trustee shall be empowered to acquire and hold "qualifying
Employer securities" and "qualifying Employer real property," as those terms are
defined in the Act, provided, however, that the Trustee shall not be permitted
to acquire any "qualifying Employer securities" or "qualifying Employer real
property" if, immediately after the acquisition of such securities or property,
the fair market value of all "qualifying Employer securities" and "qualifying
Employer real property" held by the Trustee hereunder should amount to more than
100% of the fair market value of all the assets in the Trust Fund.


                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1  AMENDMENT

               (a) The Employer shall have the right at any time to amend this
          Plan, subject to the limitations of this Section. However, any
          amendment which affects the rights, duties or responsibilities of the
          Trustee or Administrator may only be made with the Trustee's or
          Administrator's written consent. Any such amendment shall become
          effective as provided therein upon its execution. The Trustee shall
          not be required to execute any such amendment unless the amendment
          affects the duties of the Trustee hereunder.

               (b) No amendment to the Plan shall be effective if it authorizes
          or permits any part of the Trust Fund (other than such part as is
          required to pay taxes and administration expenses) to be used for or
          diverted to any purpose other than for the exclusive benefit of the
          Participants or their Beneficiaries or estates; or causes any
          reduction in the amount credited to the account of any Participant; or
          causes or permits any portion of the Trust Fund to revert to or become
          property of the Employer.

               (c) Except as permitted by Regulations (including Regulation
          1.411(d)-4) or other IRS guidance, no Plan amendment or transaction
          having the effect of a Plan amendment (such as a merger, plan transfer
          or similar transaction) shall be effective if it eliminates or reduces


                                      -74-
<PAGE>

          any "Section 411(d)(6) protected benefit" or adds or modifies
          conditions relating to "Section 411(d)(6) protected benefits" which
          results in a further restriction on such benefits unless such "Section
          411(d)(6) protected benefits" are preserved with respect to benefits
          accrued as of the later of the adoption date or effective date of the
          amendment. "Section 411(d)(6) protected benefits" are benefits
          described in Code Section 411(d)(6)(A), early retirement benefits and
          retirement-type subsidies, and optional forms of benefit. A Plan
          amendment that eliminates or restricts the ability of a Participant to
          receive payment of the Participant's interest in the Plan under a
          particular optional form of benefit will be permissible if the
          amendment satisfies the conditions in (1) and (2) below:

               (1) The amendment provides a single-sum distribution form that is
               otherwise identical to the optional form of benefit eliminated or
               restricted. For purposes of this condition (1), a single-sum
               distribution form is otherwise identical only if it is identical
               in all respects to the eliminated or restricted optional form of
               benefit (or would be identical except that it provides greater
               rights to the Participant) except with respect to the timing of
               payments after commencement.

               (2) The amendment is not effective unless the amendment provides
               that the amendment shall not apply to any distribution with an
               annuity starting date earlier than the earlier of: (i) the
               ninetieth (90th) day after the date the Participant receiving the
               distribution has been furnished a summary that reflects the
               amendment and that satisfies the Act requirements at 29 CFR
               2520.104b-3 (relating to a summary of material modifications) or
               (ii) the first day of the second Plan Year following the Plan
               Year in which the amendment is adopted.

8.2  TERMINATION

               (a) The Employer shall have the right at any time to terminate
          the Plan by delivering to the Trustee and Administrator written notice
          of such termination. Upon any full or partial termination, all amounts
          credited to the affected Participants' Combined Accounts shall become
          100% Vested as provided in Section 6.4 and shall not thereafter be
          subject to forfeiture, and all unallocated amounts, including
          Forfeitures, shall be allocated to the accounts of all Participants in
          accordance with the provisions hereof.

               (b) Upon the full termination of the Plan, the Employer shall
          direct the distribution of the assets of the Trust Fund to
          Participants in a manner which is consistent with and satisfies the
          provisions of Section 6.5.


                                      -75-
<PAGE>

          Distributions to a Participant shall be made in cash or through the
          purchase of irrevocable nontransferable deferred commitments from an
          insurer. Except as permitted by Regulations, the termination of the
          Plan shall not result in the reduction of "Section 411(d)(6) protected
          benefits" in accordance with Section 8.1(c).

8.3  MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

          This Plan and Trust may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event of
a termination of the Plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits" in accordance with Section 8.1(c).


                                   ARTICLE IX
                              TOP HEAVY PROVISIONS

9.1  TOP HEAVY PLAN REQUIREMENTS

          For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.4(d) of the Plan. The Top Heavy requirements of Code Section 416
and of this Section 9.1 shall not apply in any year beginning after December 31,
2001, in which the Plan consists solely of a cash or deferred arrangement which
meets the requirements of Code Section 401(k)(12) and matching contributions
with respect to which the requirements of Code section 401(m)(11) are met.

9.2  DETERMINATION OF TOP HEAVY STATUS

               (a) This Plan shall be a Top Heavy Plan for any Plan Year in
          which, as of the Determination Date, (1) the Present Value of Accrued
          Benefits of Key Employees and (2) the sum of the Aggregate Accounts of
          Key Employees under this Plan and all plans of an Aggregation Group,
          exceeds sixty percent (60%) of the Present Value of Accrued Benefits
          and the Aggregate Accounts of all Key and Non-Key Employees under this
          Plan and all plans of an Aggregation Group.

                    If any Participant is a Non-Key Employee for any Plan Year,
          but such Participant was a Key Employee for any prior Plan Year, such
          Participant's Present Value of Accrued Benefit and/or Aggregate
          Account balance shall not be taken into account for purposes of
          determining whether this Plan is a Top Heavy Plan (or whether any
          Aggregation


                                      -76-
<PAGE>

          Group which includes this Plan is a Top Heavy Group). In addition, if
          a Participant or Former Participant has not performed any services for
          any Employer maintaining the Plan at any time during the one-year
          period ending on the Determination Date, any accrued benefit or
          account for such Participant or Former Participant shall not be taken
          into account for the purposes of determining whether this Plan is a
          Top Heavy Plan.

               (b) Aggregate Account: A Participant's Aggregate Account as of
          the Determination Date is the sum of:

               (1) the Participant's Combined Account balance as of the most
               recent valuation occurring within a twelve (12) month period
               ending on the Determination Date.

               (2) an adjustment for any contributions due as of the
               Determination Date. Such adjustment shall be the amount of any
               contributions actually made after the Valuation Date but due on
               or before the Determination Date, except for the first Plan Year
               when such adjustment shall also reflect the amount of any
               contributions made after the Determination Date that are
               allocated as of a date in that first Plan Year.

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

               (4) any Employee contributions, whether voluntary or mandatory.
               However, amounts attributable to tax deductible qualified
               voluntary employee contributions shall not be considered to be a
               part of the Participant's Aggregate Account balance.

               (5) with respect to unrelated rollovers and plan-to-plan
               transfers (ones which are both initiated by the Employee and made
               from a plan maintained by one employer to a plan maintained by
               another employer), if this Plan provides the rollovers or
               plan-to-plan transfers, it shall always consider such rollovers
               or plan-to-plan transfers as distributions for the


                                      -77-
<PAGE>

               purposes of this Section. If this Plan is the plan accepting such
               rollovers or plan-to-plan transfers, it shall not consider such
               rollovers or plan-to-plan transfers as part of the Participant's
               Aggregate Account balance.

               (6) with respect to related rollovers and plan-to-plan transfers
               (ones either not initiated by the Employee or made to a plan
               maintained by the same employer), if this Plan provides the
               rollover or plan-to-plan transfer, it shall not be counted as a
               distribution for purposes of this Section. If this Plan is the
               plan accepting such rollover or plan-to-plan transfer, it shall
               consider such rollover or plan-to-plan transfer as part of the
               Participant's Aggregate Account balance, irrespective of the date
               on which such rollover or plan-to-plan transfer is accepted.

               (7) For the purposes of determining whether two employers are to
               be treated as the same employer in (5) and (6) above, all
               employers aggregated under Code Sections 414(b), (c), (m) and (o)
               are treated as the same employer.

               (c) "Aggregation Group" means either a Required Aggregation Group
          or a Permissive Aggregation Group as hereinafter determined.

               (1) Required Aggregation Group: In determining a Required
               Aggregation Group hereunder, each plan of the Employer in which a
               Key Employee is a participant in the Plan Year containing the
               Determination Date or any of the four preceding Plan Years, and
               each other plan of the Employer which enables any plan in which a
               Key Employee participates to meet the requirements of Code
               Sections 401(a)(4) or 410, will be required to be aggregated.
               Such group shall be known as a Required Aggregation Group.

               In the case of a Required Aggregation Group, each plan in the
               group will be considered a Top Heavy Plan if the Required
               Aggregation Group is a Top Heavy Group. No plan in the Required
               Aggregation Group will be considered a Top Heavy Plan if the
               Required Aggregation Group is not a Top Heavy Group.

               (2) Permissive Aggregation Group: The Employer may also include
               any other plan not required to be included in the Required
               Aggregation Group, provided the resulting group, taken as a
               whole, would continue to satisfy the provisions of Code Sections
               401(a)(4) and 410. Such group shall be known as a Permissive
               Aggregation Group.


                                      -78-
<PAGE>

               In the case of a Permissive Aggregation Group, only a plan that
               is part of the Required Aggregation Group will be considered a
               Top Heavy Plan if the Permissive Aggregation Group is a Top Heavy
               Group. No plan in the Permissive Aggregation Group will be
               considered a Top Heavy Plan if the Permissive Aggregation Group
               is not a Top Heavy Group.

               (3) Only those plans of the Employer in which the Determination
               Dates fall within the same calendar year shall be aggregated in
               order to determine whether such plans are Top Heavy Plans.

               (4) An Aggregation Group shall include any terminated plan of the
               Employer if it was maintained within the last five (5) years
               ending on the Determination Date.

               (d) "Determination Date" means (a) the last day of the preceding
          Plan Year, or (b) in the case of the first Plan Year, the last day of
          such Plan Year.

               (e) Present Value of Accrued Benefit: In the case of a defined
          benefit plan, the Present Value of Accrued Benefit for a Participant
          other than a Key Employee, shall be as determined using the single
          accrual method used for all plans of the Employer and Affiliated
          Employers, or if no such single method exists, using a method which
          results in benefits accruing not more rapidly than the slowest accrual
          rate permitted under Code Section 411(b)(1)(C). The determination of
          the Present Value of Accrued Benefit shall be determined as of the
          most recent Valuation Date that falls within or ends with the 12-month
          period ending on the Determination Date except as provided in Code
          Section 416 and the Regulations thereunder for the first and second
          plan years of a defined benefit plan.

               (f) "Top Heavy Group" means an Aggregation Group in which, as of
          the Determination Date, the sum of: (1) the Present Value of Accrued
          Benefits of Key Employees under all defined benefit plans included in
          the group, and (2) the Aggregate Accounts of Key Employees under all
          defined contribution plans included in the group, exceeds sixty
          percent (60%) of a similar sum determined for all Participants.


                                    ARTICLE X
                                  MISCELLANEOUS

10.1 PARTICIPANT'S RIGHTS

          This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant



                                      -79-
<PAGE>

or Employee the right to be retained in the service of the Employer or to
interfere with the right of the Employer to discharge any Participant or
Employee at any time regardless of the effect which such discharge shall have
upon the Employee as a Participant of this Plan.

10.2 ALIENATION

               (a) Subject to the exceptions provided below, and as otherwise
          permitted by the Code and the Act, no benefit which shall be payable
          out of the Trust Fund to any person (including a Participant or the
          Participant's Beneficiary) shall be subject in any manner to
          anticipation, alienation, sale, transfer, assignment, pledge,
          encumbrance, or charge, and any attempt to anticipate, alienate, sell,
          transfer, assign, pledge, encumber, or charge the same shall be void;
          and no such benefit shall in any manner be liable for, or subject to,
          the debts, contracts, liabilities, engagements, or torts of any such
          person, nor shall it be subject to attachment or legal process for or
          against such person, and the same shall not be recognized by the
          Trustee, except to such extent as may be required by law.

               (b) Subsection (a) shall not apply to the extent a Participant or
          Beneficiary is indebted to the Plan, by reason of a loan made pursuant
          to Section 7.4. At the time a distribution is to be made to or for a
          Participant's or Beneficiary's benefit, such proportion of the amount
          to be distributed as shall equal such indebtedness shall be paid to
          the Plan, to apply against or discharge such indebtedness. Prior to
          making a payment, however, the Participant or Beneficiary must be
          given written notice by the Administrator that such indebtedness is to
          be so paid in whole or part from the Participant's Combined Account.
          If the Participant or Beneficiary does not agree that the indebtedness
          is a valid claim against the Vested Participant's Combined Account,
          the Participant or Beneficiary shall be entitled to a review of the
          validity of the claim in accordance with procedures provided in
          Sections 2.7 and 2.8.

               (c) Subsection (a) shall not apply to a "qualified domestic
          relations order" defined in Code Section 414(p), and those other
          domestic relations orders permitted to be so treated by the
          Administrator under the provisions of the Retirement Equity Act of
          1984. The Administrator shall establish a written procedure to
          determine the qualified status of domestic relations orders and to
          administer distributions under such qualified orders. Further, to the
          extent provided under a "qualified domestic relations order," a former
          spouse of a Participant shall be treated as the spouse or surviving
          spouse for all purposes under the Plan.


                                      -80-
<PAGE>

               (d) Subsection (a) shall not apply to an offset to a
          Participant's accrued benefit against an amount that the Participant
          is ordered or required to pay the Plan with respect to a judgment,
          order, or decree issued, or a settlement entered into in accordance
          with Code Sections 401(a)(13)(C) and (D).

10.3 CONSTRUCTION OF PLAN

          This Plan and Trust shall be construed and enforced according to the
Code, the Act and the laws of the State of New York, other than its laws
respecting choice of law, to the extent not preempted by the Act.

10.4 GENDER AND NUMBER

          Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

10.5 LEGAL ACTION

          In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee, the Employer or
the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee, the Employer or the Administrator, they shall
be entitled to be reimbursed from the Trust Fund for any and all costs,
attorney's fees, and other expenses pertaining thereto incurred by them for
which they shall have become liable.

10.6 PROHIBITION AGAINST DIVERSION OF FUNDS

               (a) Except as provided below and otherwise specifically permitted
          by law, it shall be impossible by operation of the Plan or of the
          Trust, by termination of either, by power of revocation or amendment,
          by the happening of any contingency, by collateral arrangement or by
          any other means, for any part of the corpus or income of any Trust
          Fund maintained pursuant to the Plan or any funds contributed thereto
          to be used for, or diverted to, purposes other than the exclusive
          benefit of Participants, Former Participants, or their Beneficiaries.

               (b) In the event the Employer shall make an excessive
          contribution under a mistake of fact pursuant to Act Section
          403(c)(2)(A), the Employer may demand repayment of such excessive
          contribution at any time within one (1) year following the time of
          payment and the Trustees shall return such amount to the Employer
          within the one (1) year period. Earnings of the Plan attributable to
          the contributions may



                                      -81-
<PAGE>

          not be returned to the Employer but any losses attributable thereto
          must reduce the amount so returned.

               (c) Except for Sections 3.5, 3.6, and 4.1(d), any contribution by
          the Employer to the Trust Fund is conditioned upon the deductibility
          of the contribution by the Employer under the Code and, to the extent
          any such deduction is disallowed, the Employer may, within one (1)
          year following the final determination of the disallowance, whether by
          agreement with the Internal Revenue Service or by final decision of a
          competent jurisdiction, demand repayment of such disallowed
          contribution and the Trustee shall return such contribution within one
          (1) year following the disallowance. Earnings of the Plan attributable
          to the contribution may not be returned to the Employer, but any
          losses attributable thereto must reduce the amount so returned.

10.7 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

          The Employer, Administrator and Trustee, and their successors, shall
not be responsible for the validity of any Contract issued hereunder or for the
failure on the part of the insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

10.8 INSURER'S PROTECTIVE CLAUSE

          Except as otherwise agreed upon in writing between the Employer and
the insurer, an insurer which issues any Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

10.9 RECEIPT AND RELEASE FOR PAYMENTS

          Any payment to any Participant, the Participant's legal
representative, Beneficiary, or to any guardian or committee appointed for such
Participant or Beneficiary in accordance with the provisions of the Plan, shall,
to the extent thereof, be in full satisfaction of all claims hereunder against
the Trustee and the Employer, either of whom may require such Participant, legal
representative, Beneficiary, guardian or committee, as a condition precedent to
such payment, to execute a receipt and release thereof in such form as shall be
determined by the Trustee or Employer.


                                      -82-
<PAGE>

10.10 ACTION BY THE EMPLOYER

          Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

10.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

          The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator, (3) the Trustee and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under the Plan
including, but not limited to, any agreement allocating or delegating their
responsibilities, the terms of which are incorporated herein by reference. In
general, the Employer shall have the sole responsibility for making the
contributions provided for under Section 4.1; and shall have the authority to
appoint and remove the Trustee and the Administrator; to formulate the Plan's
"funding policy and method"; and to amend or terminate, in whole or in part, the
Plan. The Administrator shall have the sole responsibility for the
administration of the Plan, including, but not limited to, the items specified
in Article II of the Plan, as the same may be allocated or delegated thereunder.
The Administrator shall act as the named Fiduciary responsible for communicating
with the Participant according to the Participant Direction Procedures. The
Trustee shall have the sole responsibility of management of the assets held
under the Trust, except to the extent directed pursuant to Article II or with
respect to those assets, the management of which has been assigned to an
Investment Manager, who shall be solely responsible for the management of the
assets assigned to it, all as specifically provided in the Plan. Each named
Fiduciary warrants that any directions given, information furnished, or action
taken by it shall be in accordance with the provisions of the Plan, authorizing
or providing for such direction, information or action. Furthermore, each named
Fiduciary may rely upon any such direction, information or action of another
named Fiduciary as being proper under the Plan, and is not required under the
Plan to inquire into the propriety of any such direction, information or action.
It is intended under the Plan that each named Fiduciary shall be responsible for
the proper exercise of its own powers, duties, responsibilities and obligations
under the Plan as specified or allocated herein. No named Fiduciary shall
guarantee the Trust Fund in any manner against investment loss or depreciation
in asset value. Any person or group may serve in more than one Fiduciary
capacity.

10.12 HEADINGS

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


                                      -83-
<PAGE>

10.13 APPROVAL BY INTERNAL REVENUE SERVICE

          Notwithstanding anything herein to the contrary, if, pursuant to an
application for qualification filed by or on behalf of the Plan by the time
prescribed by law for filing the Employer's return for the taxable year in which
the Plan is adopted, or such later date that the Secretary of the Treasury may
prescribe, the Commissioner of Internal Revenue Service or the Commissioner's
delegate should determine that the Plan does not initially qualify as a
tax-exempt plan under Code Sections 401 and 501, and such determination is not
contested, or if contested, is finally upheld, then if the Plan is a new plan,
it shall be void ab initio and all amounts contributed to the Plan by the
Employer, less expenses paid, shall be returned within one (1) year and the Plan
shall terminate, and the Trustee shall be discharged from all further
obligations. If the disqualification relates to an amended plan, then the Plan
shall operate as if it had not been amended.

10.14 UNIFORMITY

          All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.


                                   ARTICLE XI
                        MINIMUM DISTRIBUTION REQUIREMENTS

11.1 GENERAL RULES

     11.1.1. Effective Date. The provisions of this Article will apply for
purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year.

     11.1.2. Coordination with Minimum Distribution Requirements Previously in
Effect. Required minimum distributions for 2002 will be determined under the
provisions of the Plan in effect prior to the effective date of this Article.

     11.1.3. Precedence. The requirements of this Article will take precedence
over any inconsistent provisions of the Plan.

     11.1.4. Requirements of Treasury Regulations Incorporated. All
distributions required under this Article will be determined and made in
accordance with the Treasury regulations under Code ss. 401(a)(9).

11.2 TIME AND MANNER OF DISTRIBUTION

     11.2.1. Required Beginning Date. The Participant's entire interest will be
distributed, or begin to be distributed, to the Participant no later than the
Participant's required beginning date.

     11.2.2. Death of Participant Before Distributions Begin. If the Participant
dies before distributions begin, the Participant's entire



                                      -84-
<PAGE>

interest will be distributed, or begin to be distributed, no later than as
follows:

               (a) If the Participant's surviving spouse is the Participant's
          sole designated Beneficiary, distributions to the surviving spouse
          will begin by December 31 of the calendar year immediately following
          the calendar year in which the Participant died, or by December 31 of
          the calendar year in which the Participant would have attained age 70
          1/2, if later.

               (b) If the Participant's surviving spouse is not the
          Participant's sole designated Beneficiary, distributions to the
          designated Beneficiary will begin by December 31 of the calendar year
          immediately following the calendar year in which the Participant died.

               (c) If there is no designated Beneficiary as of September 30 of
          the year following the year of the Participant's death, the
          Participant's entire interest will be distributed by December 31 of
          the calendar year containing the fifth anniversary of the
          Participant's death.

               (d) If the Participant's surviving spouse is the Participant's
          sole designated Beneficiary and the surviving spouse dies after the
          Participant but before distributions to the surviving spouse begin,
          this Section 11.2.2, other than Section 11.2.2(a), will apply as if
          the surviving spouse were the Participant.

          For purposes of this Section 11.2.2 and Section 11.4, unless section
11.2.2(d) applies, distributions are considered to begin on the Participant's
required beginning date. If section 11.2.2(d) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving spouse under section 11.2.2(a). If distributions under an annuity
purchased from an insurance company irrevocably commence to the Participant
before the Participant's required beginning date (or to the Participant's
surviving spouse before the date distributions are required to begin to the
surviving spouse under section 11.2.2(a)), the date distributions are considered
to begin is the date distributions actually commence.

     11.2.3. Forms of Distribution. Unless the Participant's interest is
distributed in the form of an annuity purchased from an insurance company or in
a single sum on or before the required beginning date, as of the first
distribution calendar year distributions will be made in accordance with
Sections 11.3 and 11.4 of this Article. If the Participant's interest is
distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of
Code ss. 401(a)(9) and the Treasury regulations.


                                      -85-
<PAGE>


11.3 REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME

     11.3.1. Amount of Required Minimum Distribution For Each Distribution
Calendar Year. During the Participant's lifetime, the minimum amount that will
be distributed for each distribution calendar year is the lesser of:

               (a) the quotient obtained by dividing the Participant's account
          balance by the distribution period in the Uniform Lifetime Table set
          forth in section 1.401(a)(9)-9 of the Treasury regulations, using the
          Participant's age as of the Participant's birthday in the distribution
          calendar year; or

               (b) if the Participant's sole designated Beneficiary for the
          distribution calendar year is the Participant's spouse, the quotient
          obtained by dividing the Participant's account balance by the number
          in the Joint and Last Survivor Table set forth in section
          1.401(a)(9)-9 of the Treasury regulations, using the Participant's and
          spouse's attained ages as of the Participant's and spouse's birthdays
          in the distribution calendar year.

     11.3.2. Lifetime Required Minimum Distributions Continue Through Year of
Participant's Death. Required minimum distributions will be determined under
this Section 11.3 beginning with the first distribution calendar year and up to
and including the distribution calendar year that includes the Participant's
date of death.

11.4 REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH

     11.4.1. Death On or After Date Distributions Begin.

               (a) Participant Survived by Designated Beneficiary. If the
          Participant dies on or after the date distributions begin and there is
          a designated Beneficiary, the minimum amount that will be distributed
          for each distribution calendar year after the year of the
          Participant's death is the quotient obtained by dividing the
          Participant's account balance by the longer of the remaining life
          expectancy of the Participant or the remaining life expectancy of the
          Participant's designated Beneficiary, determined as follows:

               (1) The Participant's remaining life expectancy is calculated
               using the age of the Participant in the year of death, reduced by
               one for each subsequent year.

               (2) If the Participant's surviving spouse is the Participant's
               sole designated Beneficiary, the remaining life expectancy of the
               surviving spouse is calculated for each distribution calendar
               year after the year of the Participant's death using the
               surviving spouse's age as of the spouse's birthday in



                                      -86-
<PAGE>

               that year. For distribution calendar years after the year of the
               surviving spouse's death, the remaining life expectancy of the
               surviving spouse is calculated using the age of the surviving
               spouse as of the spouse's birthday in the calendar year of the
               spouse's death, reduced by one for each subsequent calendar year.

               (3) If the Participant's surviving spouse is not the
               Participant's sole designated Beneficiary, the designated
               Beneficiary's remaining life expectancy is calculated using the
               age of the Beneficiary in the year following the year of the
               Participant's death, reduced by one for each subsequent year.

               (b) No Designated Beneficiary. If the Participant dies on or
          after the date distributions begin and there is no designated
          Beneficiary as of September 30 of the year after the year of the
          Participant's death, the minimum amount that will be distributed for
          each distribution calendar year after the year of the Participant's
          death is the quotient obtained by dividing the Participant's account
          balance by the Participant's remaining life expectancy calculated
          using the age of the Participant in the year of death, reduced by one
          for each subsequent year.

     11.4.2. Death Before Date Distributions Begin.

               (a) Participant Survived by Designated Beneficiary. Except as
          provided in the adoption agreement, if the Participant dies before the
          date distributions begin and there is a designated Beneficiary, the
          minimum amount that will be distributed for each distribution calendar
          year after the year of the Participant's death is the quotient
          obtained by dividing the Participant's account balance by the
          remaining life expectancy of the Participant's designated Beneficiary,
          determined as provided in Section 11.4.1.

               (b) No Designated Beneficiary. If the Participant dies before the
          date distributions begin and there is no designated Beneficiary as of
          September 30 of the year following the year of the Participant's
          death, distribution of the Participant's entire interest will be
          completed by December 31 of the calendar year containing the fifth
          anniversary of the Participant's death.

               (c) Death of Surviving Spouse Before Distributions to Surviving
          Spouse Are Required to Begin. If the Participant dies before the date
          distributions begin, the Participant's surviving spouse is the
          Participant's sole designated Beneficiary, and the surviving spouse
          dies before distributions are required to begin to the surviving
          spouse under Section 11.2.2(a), this Section 11.4.2 will apply as


                                      -87-
<PAGE>

          if the surviving spouse were the Participant.

11.5 DEFINITIONS

     11.5.1. Designated Beneficiary. The individual who is designated as the
Beneficiary under Section 6.2 of the Plan and is the designated Beneficiary
under Code ss. 401(a)(9) and section 1.401(a)(9)-1, Q&A-4, of the Treasury
regulations.

     11.5.2. Distribution calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant's
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the Participant's required beginning
date. For distributions beginning after the Participant's death, the first
distribution calendar year is the calendar year in which distributions are
required to begin under Section 11.2.2. The required minimum distribution for
the Participant's first distribution calendar year will be made on or before the
Participant's required beginning date. The required minimum distribution for
other distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the Participant's required beginning
date occurs, will be made on or before December 31 of that distribution calendar
year.

     11.5.3. Life expectancy. Life expectancy as computed by use of the Single
Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

     11.5.4. Participant's account balance. The account balance as of the last
valuation date in the calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the account balance
as of dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after the
valuation date. The account balance for the valuation calendar year includes any
amounts rolled over or transferred to the Plan either in the valuation calendar
year or in the distribution calendar year if distributed or transferred in the
valuation calendar year.

     11.5.5. Required beginning date. The date specified in Section 6.5(d)(1) of
the Plan.



                                      -88-
<PAGE>


     IN WITNESS WHEREOF, this Plan has been executed as of the day and year
first above written, to become effective January 1, 2005, except as otherwise
specifically provided herein.


                                                     JetBlue airways corporation


                                                     By: /s/ Vincent Stabile
                                                         -----------------------
                                                         Name: Vincent Stabile
                                                         Title: V P People



                                                          /s/ John D. Owen
                                                     ---------------------------
                                                     John D. Owen, Trustee


                                                        /s/ Thomas E. Kelly
                                                     ---------------------------
                                                     Thomas E. Kelly, Trustee


                                                        /s/ Vincent Stabile
                                                     ---------------------------
                                                     Vincent Stabile, Trustee






</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
