CCC INFORMATION SERVICES GROUP INC
(800) 688 - 1933
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>4
<FILENAME>a2073198zex-10_21.txt
<DESCRIPTION>(800) 688 - 1933
<TEXT>
<Page>

                          CCC INFORMATION SERVICES INC.
                   401(k) RETIREMENT SAVINGS & INVESTMENT PLAN

                As Amended and Restated Effective January 1, 2001

<Page>

                               TABLE OF CONTENTS
<Table>
<Caption>
                                                                                                          PAGE
                                                                                                          ----
<S>              <C>                                                                                       <C>
ARTICLE I.       Introduction...............................................................................1

                 1.1.       Establishment and Purpose.......................................................1
                 1.2.       Applicability of the Plan.......................................................1

ARTICLE II.      Definitions................................................................................2

ARTICLE III.     Eligibility and Participation..............................................................9

                 3.1.       Eligibility Requirements........................................................9
                 3.2.       Enrollment Procedure............................................................9
                 3.3.       Eligible Employees Who Decline Participation....................................9
                 3.4.       Leaves of Absence...............................................................9
                 3.5.       Qualified Military Service......................................................9

ARTICLE IV.      Contributions by Employer.................................................................10

                 4.1.       Employer Contributions.........................................................10
                 4.2.       Before-Tax Contributions.......................................................10
                 4.3.       Limitations on Before-Tax Contributions........................................10
                 4.4.       Employer Matching Contribution.................................................14
                 4.5.       Code Section 401(m) Limitation on Employer Matching Contributions..............14
                 4.6.       Multiple Use...................................................................18
                 4.7.       Catch-Up Contributions.........................................................19

ARTICLE V.       Participant Contributions.................................................................20

                 5.1.       No After-Tax Contributions.....................................................20
                 5.2.       Rollover Contributions.........................................................20

ARTICLE VI.      Accounting Provisions and Allocations.....................................................21

                 6.1.       Participant's Accounts.........................................................21
                 6.2.       Investment Funds...............................................................21
                 6.3.       Allocation Procedure...........................................................23
                 6.4.       Determination of Value of Trust Fund and of Net Earnings or Losses.............23
                 6.5.       Allocation of Net Earnings or Losses...........................................24
                 6.6.       Allocation of Before-Tax Contributions.........................................24
                 6.7.       Allocation of Employer Matching Contributions..................................24
                 6.8.       Limitation on Annual Additions.................................................24

ARTICLE VII.     Amount of Payments to Participants........................................................26

                 7.1.       General Rule...................................................................26
                 7.2.       Retirement.....................................................................26
                 7.3.       Death..........................................................................26
                 7.4.       Disability.....................................................................26
                 7.5.       Vesting........................................................................27
                 7.6.       Resignation or Dismissal.......................................................27
</Table>

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<S>              <C>                                                                                       <C>
                 7.7.       Computation of Period of Service...............................................27
                 7.8.       Treatment of Forfeitures.......................................................28

ARTICLE VIII.    Distributions.............................................................................30

                 8.1.       Commencement and Form of Distributions.........................................30
                 8.2.       Distributions to Beneficiaries.................................................32
                 8.3.       Beneficiaries..................................................................33
                 8.4.       Installment or Deferred Distributions..........................................34
                 8.5.       Form of Elections and Applications for Benefits................................34
                 8.6.       Unclaimed Distributions........................................................34
                 8.7.       In-Service Withdrawals.........................................................35
                 8.8.       Loans..........................................................................37
                 8.9.       Facility of Payment............................................................38
                 8.10.      Claims Procedure...............................................................39
                 8.11.      Eligible Rollover Distributions................................................40

ARTICLE IX.      Top-Heavy Plan Requirements...............................................................42

                 9.1.       Definitions....................................................................42
                 9.2.       Top-Heavy Plan Requirements....................................................45

ARTICLE X.       Powers and Duties of Plan Committee.......................................................47

                 10.1.      Appointment of Plan Committee..................................................47
                 10.2.      Powers and Duties of Committee.................................................47
                 10.3.      Committee Procedures...........................................................48
                 10.4.      Consultation with Advisors.....................................................49
                 10.5.      Committee Members as Participants..............................................49
                 10.6.      Records and Reports............................................................49
                 10.7.      Investment Policy..............................................................49
                 10.8.      Designation of Other Fiduciaries...............................................50
                 10.9.      Obligations of Committee.......................................................50
                 10.10.     Indemnification of the Committee...............................................51

ARTICLE XI.      Trustee and Trust Fund....................................................................52

                 11.1.      Trust Fund.....................................................................52
                 11.2.      Payments to Trust Fund and Expenses............................................52
                 11.3.      Trustee's Responsibilities.....................................................52
                 11.4.      Reversion to an Employer.......................................................52
                 11.5.      Allocation of Assets...........................................................52

ARTICLE XII.     Amendment or Termination..................................................................53

                 12.1.      Amendment......................................................................53
                 12.2.      Termination....................................................................53
                 12.3.      Form of Amendment, Discontinuance of Employer Contributions, and Termination...53
                 12.4.      Limitations on Amendments......................................................53
                 12.5.      Level of Benefits Upon Merger..................................................54
</Table>

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<S>              <C>                                                                                       <C>
                 12.6.      Vesting Upon Termination or Discontinuance of Employer Contributions;
                            Liquidation of Trust...........................................................54

ARTICLE XIII.    Miscellaneous.............................................................................56

                 13.1.      No Guarantee of Employment, Etc................................................56
                 13.2.      Nonalienation..................................................................56
                 13.3.      Qualified Domestic Relations Order.............................................56
                 13.4.      Controlling Law................................................................57
                 13.5.      Severability...................................................................57
                 13.6.      Notification of Addresses......................................................57
                 13.7.      Gender and Number..............................................................57

ARTICLE XIV.     Adoption by Affiliates....................................................................58

                 14.1.      Adoption of Plan...............................................................58
                 14.2.      The Company as Agent for Employer..............................................58
                 14.3.      Adoption of Amendments.........................................................58
                 14.4.      Termination....................................................................58
                 14.5.      Data to Be Furnished by Employers..............................................58
                 14.6.      Joint Employers................................................................58
                 14.7.      Expenses.......................................................................59
                 14.8.      Withdrawal.....................................................................59
                 14.9.      Prior Plans....................................................................59
</Table>

                                      iii
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                          CCC INFORMATION SERVICES INC.
                  401(k) RETIREMENT SAVINGS & INVESTMENTS PLAN

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2001)

                                   ARTICLE I.
                                  INTRODUCTION

     1.1. ESTABLISHMENT AND PURPOSE. CCC Information Services Inc. (the
"Company"), a Delaware corporation, previously established the CCC Information
Services Inc. 401(k) Retirement Savings and Investment Plan (the "Plan") in
order to provide eligible employees with the opportunity to accumulate funds for
their retirement on a tax-deferred basis. The Plan is hereby amended and
restated effective January 1, 2001 (the "Effective Date"), to incorporate the
requirements of recent legislation and to make certain other changes to the
Plan.

     The funds contributed to the Plan are held in a Trust under a trust
agreement which is made a part of the Plan by reference. The Plan is intended to
continue to satisfy the requirements of a tax-qualified plan under Section
401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and of a
cash or deferred arrangement under Section 401(k) of the Code, and to continue
to comply with the applicable requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The related Trust is intended to
continue to be exempt from tax under Section 501(a) of the Code.

     1.2. APPLICABILITY OF THE PLAN. The provisions of the Plan as set forth
herein are applicable only to Employees in the employ of an Employer on and
after the Effective Date. The rights and benefits of Employees whose employment
terminated prior to the Effective Date and their Beneficiaries who are or will
be receiving benefits under the Plan shall be determined in accordance with the
Plan as in effect on the last day such Employees were employed by the Employer.

<Page>

                                   ARTICLE II.
                                   DEFINITIONS

     Whenever used in the Plan, the following words and phrases shall have the
respective meanings stated below unless a different meaning is plainly required
by the context, and when the defined meaning is intended, such term is
capitalized.

     2.1. "ACCOUNT" means each of the individual accounts established pursuant
to Article VI representing a Participant's allocable share of the Trust Fund.

     2.2. "ACCOUNTS" means the collective individual accounts established
pursuant to Article VI.

     2.3. "ACTIVE PARTICIPANT" means a Participant who, on a given date, is
employed by the Employer as an Eligible Employee.

     2.4. "ACTUAL DEFERRAL PERCENTAGE" and "ACTUAL DEFERRAL PERCENTAGE TEST"
shall have the meaning set forth in Section 4.3.

     2.5. "AFFILIATE" means any corporation or entity, other than the Company
that, as of a given date, is a member of a controlled group of corporations, a
group of trades or businesses under common control or an affiliated service
group, as determined in accordance with Code Sections 414(b), (c), (m) or (o),
of which the Company is a member. For purposes of determining the amount of a
Participant's Annual Addition or Section 415 Compensation and applying the
limitations of Code Section 415 set forth in Article VI, "Affiliate" shall
include any corporation or enterprise which, as of a given date, is a member of
a controlled group of corporations or a group of trades or businesses under
common control, as determined in accordance with Code Sections 414(b) or (c), as
modified by Code Section 415(h), of which the Company is a member.

     2.6. "ANNUAL ADDITION" means, for any Limitation Year, the sum of (a) all
Before-Tax Contributions and Employer Matching Contributions allocated to the
Accounts of a Participant under this Plan; (b) any employer contributions and
forfeitures allocated to such Participant under any other defined contribution
plan maintained by the Employer or an Affiliate; and (c) amounts allocated to an
individual medical account as defined in Code Section 415(1)(2) and amounts
attributable to post-retirement medical benefits allocated to an account
described in Code Section 419A(d)(2) maintained by the Employer or an Affiliate.

     2.7. "BEFORE-TAX CONTRIBUTIONS" means the sum of the Matched Before-Tax
Contributions and the Supplemental Before-Tax Contributions made on behalf of a
Participant by the Employer as described in Section 4.2.

     2.8. "BENEFICIARY" means the person, persons, trust or other entity
designated in accordance with Section 8.3 to receive a benefit after the death
of the Participant.

                                        2
<Page>

     2.9. "CODE" means the Internal Revenue Code of 1986, as from time to time
amended, and the temporary and final regulations issued thereunder.

     2.10."COMMITTEE" means the Plan Committee appointed pursuant to Article X.

     2.11."COMPANY" means CCC Information Services Inc., a Delaware
corporation, and any successor thereto.

     2.12."CONSIDERED COMPENSATION" means the Participant's Section 415
Compensation for the Plan Year paid while he or she was an Active Participant,
plus, for Plan Years beginning on and after January 1, 1998, amounts excluded
from the Participant's income for the period under Code Sections 125 or
402(g)(3) and, for Plan Years beginning on and after January 1, 2001, amounts
excluded from the Participant's income for the period under Code
Section 132(f)(4), but excluding in all years bonuses and commissions; provided,
however, that Considered Compensation shall not include any amount in excess of
$170,000 ($200,000 for Plan Years beginning on and after January 1, 2002) (as
adjusted by the Commissioner of the Internal Revenue Service for increases in
the cost of living in accordance with Code Section 401(a)(17)(B)). The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over which compensation is determined (determination
period) beginning in such calendar year. If a determination period consists of
fewer than 12 months, the annual compensation limit will be multiplied by a
fraction, the numerator of which is the number of months in the determination
period, and the denominator of which is 12.

     2.13."CONTRIBUTION PERCENTAGE" and "CONTRIBUTION PERCENTAGE TEST" are
described in Section 4.5.

     2.14."DEFINED BENEFIT DOLLAR LIMITATION" means an amount equal to $90,000,
or, if greater, the amount in effect as of the last day of the Limitation Year
under Code Section 415(b)(1)(A), as adjusted by the Secretary of the Treasury
pursuant to Code Section 415(d).

     2.15."DEFINED CONTRIBUTION DOLLAR LIMITATION" means an amount equal to
$30,000 (as adjusted by the Secretary of the Treasury pursuant to Code
Section 415(d)), prorated for any Limitation Year of less than 12 months.

     Notwithstanding the foregoing, effective for Limitation Years beginning
after December 31, 2001, the Defined Contribution Dollar Limitation described
above shall mean an amount equal to $40,000 or such greater amount as determined
by the Secretary of the Treasury for that year.

     2.16."ELIGIBLE EMPLOYEE" means any employee carried on the payroll of the
Employer other than (i) a Leased Employee, (ii) a member of a collective
bargaining unit, provided that retirement benefits were the subject of
good-faith bargaining between the members of the collective bargaining unit and
the Employer, unless the collective bargaining agreement makes this Plan
applicable to such employee, (iii) non-resident alien employees, and (iv) any
person providing services to an Employer during the time when he or she is or
was designated by the Company, in its sole discretion, as an independent
contractor.

                                        3
<Page>

     2.17."ELIGIBILITY PERIOD" is the twelve-month period used for the purpose
of determining when certain employees are eligible to begin making Before-Tax
Contributions under the Plan. An employee's first Eligibility Period shall
commence on the date on which he or she first completes an Hour of Service.
Subsequent Eligibility Periods shall commence on each January 1 which occurs
after said date. Notwithstanding the foregoing, the initial Eligibility Period
of a former employee who is reemployed after incurring one or more One-Year
Breaks in Service and who is not eligible immediately to receive Employer
Matching Contributions pursuant to Section 3.1(c), shall commence on the date on
which he or she first completes an Hour of Service after such One-Year Break in
Service, and subsequent Eligibility Periods shall commence on the January 1
which occurs after said date.

     2.18."EMPLOYER" means the Company and any Affiliate which adopts this Plan
pursuant to Article XIV.

     2.19."EMPLOYER MATCHING CONTRIBUTIONS" means the contributions described
in Section 4.4.

     2.20."ENTRY DATE" means the first day of each calendar month.

     2.21."ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     2.22."EXCESS FORFEITURE SUSPENSE ACCOUNT" is the account described in
Section 6.8.

     2.23."FIVE-PERCENT OWNER" means an employee described in Code
Section 416(i)(1).

     2.24."FUND" means one of the Funds established and maintained pursuant to
Article VI.

     2.25."HIGHLY COMPENSATED EMPLOYEE" means an employee of the Employer or an
Affiliate who was a Participant eligible during the Plan Year to make Before-Tax
Contributions and who:

          (a)  was a Five-Percent Owner at any time during the Plan Year or the
               preceding Plan Year; or

          (b)  received Section 415 Compensation in excess of $80,000 (as
               adjusted for increases in the cost of living by the Secretary of
               the Treasury) during the preceding Plan Year and was among the
               top 20% of the employees (disregarding those employees excludable
               under Code Section 414(q)(5)) when ranked on the basis of Section
               415 Compensation paid for that year).

     2.26."HOUR OF SERVICE" means:

          (a)  Each hour for which an employee is paid or entitled to payment
               for the performance of duties for the Employer or an Affiliate;

                                        4
<Page>

          (b)  Each hour for which back pay, irrespective of mitigation of
               damages, is either awarded or agreed to by the Employer or an
               Affiliate; and

          (c)  Each hour for which an employee is paid or entitled to payment
               for a period during which no duties are performed (irrespective
               of whether the employment relationship has terminated) due to
               vacation, holiday, illness, incapacity, layoff, jury duty,
               military duty, or leave of absence. In crediting Hours of Service
               pursuant to this subparagraph (c), all payments made or due shall
               be taken into account, whether such payments are made directly by
               the Employer or an Affiliate or indirectly (e.g., through a trust
               fund or insurer to which the Employer or an Affiliate makes
               payments, or otherwise), except that:

               (i)  no such Hours of Service shall be credited if payments are
                    made or due under a plan maintained solely for the purpose
                    of complying with any workers' compensation, unemployment
                    compensation or disability insurance laws; and

               (ii) no such Hours of Service shall be credited for payments
                    which are made solely to reimburse the employee for medical
                    or medically related expenses.

The Hours of Service, if any, for which an employee is credited for a period in
which he or she performs no duties shall be computed and credited to computation
periods in accordance with 29 C.F.R. 2530.200b-2 and other applicable
regulations promulgated by the Secretary of Labor. For purposes of computing the
Hours of Service to be credited to an employee for whom a record of hours worked
is not maintained, an employee shall be credited with 45 Hours of Service for
each week in which he or she completes at least one Hour of Service. In
addition, an employee shall be credited with Hours of Service for each week the
employee is on a leave of absence in accordance with Section 3.4.

     2.27."LEASED EMPLOYEE" means any individual who is not carried on the
payroll of the Employer or an Affiliate and who provides services for the
Employer or an Affiliate if:

          (a)  such services are provided pursuant to an agreement between the
               Employer or an Affiliate and any other person ("leasing
               organization");

          (b)  such individual has performed such services for the Employer or
               an Affiliate (or a related person within the meaning of Code
               Section 144(a)(3)) on a substantially full-time basis for a
               period of at least one year; and

          (c)  such services have been performed under the primary direction or
               control of the Employer or an Affiliate.

     2.28."LIMITATION YEAR" means the Plan Year.

                                        5
<Page>

     2.29."MATCHED BEFORE-TAX CONTRIBUTIONS" means (i) the first $2,000 of
Before-Tax Contributions during the Plan Year for Participants whose Considered
Compensation is less than $33,400 and (ii) Before-Tax Contributions up to 6% of
Considered Compensation during the Plan Year for Participants whose Considered
Compensation is $33,400 and above.

     2.30."NON-HIGHLY COMPENSATED EMPLOYEE" means, for any Plan Year, any
employee of the Employer or Affiliate who (a) at any time during the Plan Year
was a Participant eligible to make Before-Tax Contributions, and (b) was not a
Highly Compensated Employee for such Plan Year.

     2.31."NORMAL RETIREMENT DATE" means a Participant's 65th birthday.

     2.32."ONE-PERCENT OWNER" means an employee described in Code
Section 416(i)(1).

     2.33."ONE-YEAR BREAK IN SERVICE" is a Plan Year in which an employee
completes 500 Hours of Service or less. Solely for purposes of determining
whether a One-Year Break in Service has occurred, "Hours of Service" shall also
include each hour for which the employee otherwise would normally have been
credited but for the employee's absence on a maternity or paternity absence. A
maternity or paternity absence is an absence from work:

          (a)  by reason of the pregnancy of the employee;

          (b)  by reason of the birth of a child of the employee;

          (c)  by reason of the placement of a child with the employee in
               connection with the adoption of such child by the employee; or

          (d)  for purposes of caring for such child for a period beginning
               immediately following such birth or placement.

Any employee requesting such credit shall promptly furnish the Committee such
information as the Committee requires to show that the absence from work is a
maternity or paternity absence and the number of days for which there was such
an absence. Except as otherwise provided in this Plan, no more than 501 hours
shall be credited for a maternity or paternity absence. All such hours shall be
credited in the Plan Year in which the absence begins if necessary to prevent a
One-Year Break in Service in such Plan Year. If such hours are not necessary to
prevent a One-Year Break in Service in such Plan Year, the hours shall be
credited in the succeeding Plan Year if necessary to prevent a One-Year Break in
Service in such Plan Year. In the event the Committee is unable to determine the
hours which otherwise would normally have been credited for such absence, the
employee shall be credited with 8 hours per day.

     2.34."PARTICIPANT" means:

          (a)  a current employee of the Employer who has become a Participant
               in the Plan pursuant to Section 3.1 or;

                                        6
<Page>

          (b)  a former employee for whose benefit an Account in the Trust Fund
               is maintained.

     2.35."PLAN" means the CCC Information Services Inc. 401(k) Retirement
Savings & Investment Plan, as set forth herein and as amended from time to time.

     2.36."PLAN YEAR" means the calendar year.

     2.37."REQUIRED BEGINNING DATE" means:

          (a)  for a Participant who is a Five-Percent Owner or who attained age
               70 1/2 prior to January 1, 1999, April 1 following the calendar
               year in which the Participant attains age 70 1/2; or

          (b)  for a Participant who attains age 70 1/2 on or after January 1,
               1999 and who is not a Five-Percent Owner, April 1 following the
               later of the calendar year in which the Participant attains age
               70 1/2 or the calendar year in which the Participant terminates
               employment.

     2.38."ROLLOVER CONTRIBUTION" means:

          (a)  all or a portion of an eligible rollover distribution received by
               an employee from another qualified plan which is eligible for
               tax-free rollover to a qualified plan and which is rolled over by
               the employee to this Plan within 60 days following his or her
               receipt thereof;

          (b)  amounts rolled over to this Plan from a conduit individual
               retirement account which has no assets other than assets (and the
               earnings thereon) which were (i) previously distributed to the
               employee by another qualified plan as an eligible rollover
               distribution, (ii) eligible for tax-free rollover to a qualified
               plan, and (iii) deposited in such conduit individual retirement
               account within 60 days of receipt thereof;

          (c)  amounts distributed to the employee from a conduit individual
               retirement account meeting the requirements of (b) above, and
               rolled over by the employee to this Plan within 60 days of his or
               her receipt thereof from such conduit individual retirement
               account; and

          (d)  amounts rolled over directly to this Plan by the trustee of
               another qualified plan pursuant to the provisions of Code
               Section 401(a)(31) and to any other related laws and regulations
               as in effect at the time of such direct rollover.

     2.39."SECTION 415 COMPENSATION" for a period means the Participant's wages
as defined in Code Section 3401(a) for purposes of income tax withholding at the
source, and all other payments of compensation to the Participant by the
Employer for which the Employer is required to furnish the Participant a written
statement under Code Sections 6041(d), 6051(a)(3)

                                        7
<Page>

and 6052, but 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, plus, for Plan Years beginning on and
after January 1, 1998, amounts excluded from the Participant's income for the
period under Code Section 125 or 402(g)(3) and, for Plan Years beginning on and
after January 1, 2001, amounts excluded from the Participant's income for the
period under Code Section 132(f)(4).

     2.40."SEGREGATED LOAN" is any loan treated as a separate investment in
accordance with Section 6.1.

     2.41."THE 1.25 TEST" is the test described in Sections 4.3(b)(i)(A) and
4.5(a)(i).

     2.42."THE 2.0 TEST" is the test described in Sections 4.3(b)(i)(B) and
4.5(a)(ii).

     2.43."TRUST" or "TRUST FUND" means the Trust established in accordance
with Article XI.

     2.44."TRUSTEE" means the Trustee or Trustees under the Trust referred to
in Article XI.

     2.45."VALUATION DATE" means the daily date as of which the Investment
Committee shall determine the value of each Account.

     2.46."YEAR OF SERVICE" is any Plan Year in which an employee completes
1,000 or more Hours of Service.

                                        8
<Page>

                                  ARTICLE III.
                          ELIGIBILITY AND PARTICIPATION

     3.1. ELIGIBILITY REQUIREMENTS.

          (a)  All Participants in the Plan as of December 31, 2000, shall
               continue to be Participants in this Plan as of the Effective
               Date.

          (b)  All other Eligible Employees, who are regularly scheduled to work
               more than 20 hours per week, shall be eligible to participate in
               the Plan on the Entry Date following the later of (i) the date on
               which they complete an Hour of Service and (ii) their 21st
               birthday.

          (c)  Eligible Employees who are regularly scheduled to work 20 hours
               per week or less shall be eligible to participate on the Entry
               Date coinciding with or next following the later of (i) the last
               day of the first Eligibility Period in which they complete 1,000
               Hours of Service and (ii) their 21st birthday.

     3.2. ENROLLMENT PROCEDURE. Each Eligible Employee who intends to
participate in the Plan shall complete such enrollment steps as may be
established from time to time by the Committee signifying his or her election to
become a Participant and specifying the rate of his or her contributions
pursuant to Section 4.2. Subject to such rules as shall be prescribed by the
Committee, an Eligible Employee who has met the eligibility requirements of
Section 3.1 shall become a Participant as of the first Entry Date after his or
her completing of an election to participate in the Plan.

     3.3. ELIGIBLE EMPLOYEES WHO DECLINE PARTICIPATION. An Eligible Employee who
does not become a Participant when first eligible may nevertheless elect to
become a Participant as of any subsequent date by filing a participation
election as described in Section 3.2 in accordance with the procedures that the
Committee may prescribe, provided he/she is still an Eligible Employee.

     3.4. LEAVES OF ABSENCE. An employee shall be credited with 45 Hours of
Service for each full week that the employee is on a layoff or a leave of
absence, if he or she is not otherwise credited with such Hours of Service. Any
such leave of absence must be granted in writing and pursuant to the Employer's
established leave policy, which shall be administered in a uniform and
nondiscriminatory manner to similarly situated employees.

     3.5. QUALIFIED MILITARY SERVICE. Notwithstanding any provision of this Plan
to the contrary, effective on and after December 12, 1994, contributions,
benefits and service credit with respect to qualified military service will be
provided in accordance with Code Section 414(u).

                                        9
<Page>

                                   ARTICLE IV.
                            CONTRIBUTIONS BY EMPLOYER

     4.1. EMPLOYER CONTRIBUTIONS.

     Subject to the right reserved to the Employer to alter, amend or
discontinue this Plan and the Trust, the Employer shall for each Plan Year
contribute to the Trust Fund an amount equal to the sum of:

          (a)  the Before-Tax Contributions; and

          (b)  the Employer Matching Contributions.

Notwithstanding the foregoing, the total Employer contributions made under
Section 4.1(b) for any taxable year shall not exceed the amount deductible for
that year under Section 404(a)(3)(A) of the Code, and shall not exceed the total
amount allowable as Annual Additions to Participants' Accounts for the Plan Year
in which that taxable year ends. The Employer shall make such contributions as
of the close of the Plan Year, or at such other times as the Employer shall
determine, but in no event later than such time as the Code may allow to qualify
such contributions for current federal income tax deduction by the Employer for
its fiscal year.

     4.2. BEFORE-TAX CONTRIBUTIONS.

     Subject to the provisions of Sections 4.1, 4.3 and 6.8, each Active
Participant may for each Plan Year elect to have the Employer make a Before-Tax
Contribution on his or her behalf in an amount (in whole percentages) equal to
at least 1% but not in excess of 14% (25% for Plan Years beginning on and after
January 1, 2002) of his or her Considered Compensation.

     Any election under Section 4.1(a) above shall be deemed to be a continuing
election until changed by the Participant. An Active Participant may change his
or her election once each calendar month by filing written notice at the time
and in the manner as the Committee shall prescribe in its procedures; provided,
however, that an Active Participant who ceases making Before-Tax Contributions
may not resume making Before-Tax Contributions for 12 months following such
cessation (six months effective January 1, 2002).

     All Before-Tax Contributions shall be made through periodic payroll
deductions. The Employer will transmit Before-Tax Contributions to the Trustee
for investment as soon as practicable after the deduction from Considered
Compensation, but in no event later than 15 days after the end of the month in
which the particular deductions are made.

     4.3. LIMITATIONS ON BEFORE-TAX CONTRIBUTIONS.

          (a)  In no event shall a Participant's Before-Tax Contributions during
               any calendar year exceed the dollar limitation contained in Code
               Section 402(g) in effect at the beginning of such calendar year
               (which for 2002 shall be $11,000), as adjusted by the Secretary
               of the Treasury. If a

                                       10
<Page>

               Participant's Before-Tax Contributions, together with any
               additional elective contributions to a qualified cash or deferred
               arrangement, and any elective deferrals under a tax-sheltered
               annuity program or a SIMPLE plan, exceed such dollar limitation
               for any calendar year, such excess, and any earnings allocable
               thereto, shall be distributed to the Participant by April 15 of
               the following year; provided that, if such excess contributions
               were made to a plan or arrangement not maintained by the Employer
               or an Affiliate, the Participant must first notify the Committee
               of the amount of such excess allocable to this Plan by March 1 of
               the following year.

          (b)  Notwithstanding any other provision of this Plan to the contrary,
               the Before-Tax Contributions for the Highly Compensated Employees
               for the Plan Year shall be reduced in accordance with the
               following provisions:

               (i)  The Before-Tax Contributions of the Highly Compensated
                    Employees shall be reduced if neither of the Actual Deferral
                    Percentage Tests set forth in (A) or (B) below is satisfied
                    after taking into account the provisions of subsection (f)
                    below:

                    (A)  THE 1.25 TEST. The Actual Deferral Percentage of the
                         Highly Compensated Employees is not more than the
                         Actual Deferral Percentage of the Non-Highly
                         Compensated Employees multiplied by 1.25.

                    (B)  THE 2.0 TEST. The Actual Deferral Percentage of the
                         Highly Compensated Employees is not more than 2
                         percentage points greater than the Actual Deferral
                         Percentage of the Non-Highly Compensated Employees and
                         the Actual Deferral Percentage of the Highly
                         Compensated Employees is not more than the Actual
                         Deferral Percentage of the Non-Highly Compensated
                         Employees multiplied by 2.0.

                    (C)  As used in this subsection, "Actual Deferral
                         Percentage" means:

                         (i)  With respect to Non-Highly Compensated Employees,
                              the average of the ratios of each Non-Highly
                              Compensated Employee's Before-Tax Contributions
                              with respect to the prior Plan Year, to each such
                              Participant's Considered Compensation for such
                              Plan Year; and

                         (ii) With respect to Highly Compensated Employees, the
                              average of the ratios of each Highly Compensated
                              Employee's Before-Tax

                                       11
<Page>

                              Contributions with respect to the current Plan
                              Year, to each such Participant's Considered
                              Compensation for such Plan Year.

               (ii) All Before-Tax Contributions made under this Plan and all
                    before-tax contributions made under any other plan that is
                    aggregated with this Plan for purposes of Code Sections
                    401(a)(4) and 410(b) shall be treated as made under a single
                    plan. If any plan is permissively aggregated with this Plan
                    for purposes of Code Section 401(k), the aggregated plans
                    must also satisfy Code Sections 401(a)(4) and 410(b) as
                    though they were a single plan. The Actual Deferral
                    Percentage ratios of any Highly Compensated Employee will be
                    determined by treating all plans subject to Code Section
                    401(k) under which the Highly Compensated Employee is
                    eligible as a single plan.

               (iii)If neither Actual Deferral Percentage Test is satisfied as
                    of the end of the Plan Year, the Committee shall cause the
                    Before-Tax Contributions for Highly Compensated Employees to
                    be reduced and refunded to each such Highly Compensated
                    Employee in accordance with this paragraph (iii) and
                    paragraph (iv), respectively, until either Actual Deferral
                    Percentage Test is satisfied. The sequence for determining
                    the amount of such reductions shall begin with Highly
                    Compensated Employees who elected to defer the greatest
                    percentage of Considered Compensation, assuming that
                    Supplemental Before-Tax Contributions represent the last
                    contribution made to the Participant's Account, then the
                    second greatest percentage amount, continuing until either
                    Actual Deferral Percentage Test is satisfied. This process
                    shall continue through the remaining Supplemental Before-Tax
                    Contributions and continuing with the Matched Before-Tax
                    Contributions until either Actual Deferral Percentage Test
                    is satisfied.

                    Notwithstanding the foregoing, effective for Plan Years
                    beginning on or after January 1, 1997, reductions will be
                    determined in order of the dollar amount of Considered
                    Compensation deferred by the Highly Compensated Employees,
                    rather than in order of the percentage of Considered
                    Compensation deferred.

               (iv) Once the total amount of reductions have been determined
                    under (iii) above, the Committee shall direct the Trustee to
                    distribute as a refund to the appropriate Highly Compensated
                    Employees an allocable portion of such reduction and to
                    treat as forfeitures the appropriate amount of Employer
                    Matching Contributions, together with the net earnings or
                    losses allocable thereto. The Committee

                                       12
<Page>

                    shall designate such distribution and forfeiture as a
                    distribution of excess Before-Tax Contributions and
                    forfeiture of excess Employer Matching Contributions,
                    determine the amount of the allocable net earnings or losses
                    to be distributed and forfeited in accordance with
                    subsections (c) and (d) below, and cause such distributions
                    and forfeitures to occur prior to the end of the Plan Year
                    following the Plan Year in which the excess Before-Tax
                    Contributions and excess Employer Matching Contributions
                    were made.

               Notwithstanding anything in this subsection (b) to the contrary,
               the provisions of this subsection shall apply separately with
               respect to each group of employees who are members of a
               collective bargaining unit (if any) and the group of employees
               who are not members of a collective bargaining unit.

          (c)  Net earnings or losses to be refunded with the excess Before-Tax
               Contributions shall be equal to the net earnings or losses on
               such contributions for the Plan Year in which the contributions
               were made.

               The net earnings or losses allocable to the excess Before-Tax
               Contributions for the Plan Year shall be determined in the manner
               set forth in Article VI.

          (d)  Net earnings or losses to be treated as forfeitures together with
               the Employer Matching Contributions shall be equal to the net
               earnings or losses on such contributions for the Plan Year in
               which the contributions were made. Net earnings or losses on
               Employer Matching Contributions shall be determined in the same
               manner as in subsection (c) above, except that the phrase
               "Employer Matching Contribution" shall be substituted for the
               phrase "Before-Tax Contribution" wherever used therein.

          (e)  Any Employer Matching Contribution treated as a forfeiture
               pursuant to subsection (b) above shall be used to reduce the
               Employer Matching Contribution in Section 4.4.

          (f)  For the purpose of avoiding the necessity of adjustments pursuant
               to this Section or Section 6.8:

               (i)  The Committee may adopt such rules as it deems necessary or
                    desirable to:

                    (A)  impose limitations during a Plan Year on the percentage
                         of Before-Tax Contributions elected by Participants
                         pursuant to Section 4.2 for the purpose of avoiding the
                         necessity of

                                       13
<Page>

                         adjustments pursuant to this Section or Section 6.8 or
                         to comply with any other applicable law or regulation;
                         or

                    (B)  increase during a Plan Year the percentage of
                         Considered Compensation with respect to which a
                         Participant may elect a Before-Tax Contribution for the
                         purpose of providing Participants with the opportunity
                         to increase their Before-Tax Contributions within the
                         limitations of this Section 4.3;

               (ii) The Employer may at its sole discretion make fully vested
                    contributions to the Plan which will be allocated to the
                    Before-Tax Accounts of one or more Participants who are
                    Non-Highly Compensated Employees in such amounts as the
                    Employer directs for the purpose of complying with the
                    applicable limits on Before-Tax Contributions in the Code.
                    Such contributions will not be taken into account in the
                    allocation of Employer Matching Contributions.

               (iii)The Committee, in its sole discretion, may elect for a Plan
                    Year to perform the test under subsection (b) separately for
                    those Active Participants who have not yet attained age 21
                    and completed one Year of Service or, alternatively,
                    beginning with the 1999 Plan Year, exclude such Active
                    Participants who are Non-Highly Compensated Employees from
                    testing under this subsection (iii).

          (g)  The amount of the Before-Tax Contributions to be made pursuant to
               a Participant's election shall reduce the compensation otherwise
               payable to the Participant by the Employer.

          (h)  The amount of each Participant's Matched Before-Tax Contributions
               and Supplemental Before-Tax Contributions as determined under
               this Section 4.3 is subject to the provisions of Section 6.8.

     4.4. EMPLOYER MATCHING CONTRIBUTION. Subject to the provisions of Sections
4.1 and 6.8, the Employer shall pay to the Trustee, for each Plan Year, an
amount which, when added to the forfeitures of Employer Matching Contributions
for the Plan Year, shall be equal to 50% of the Matched Before-Tax Contributions
made on behalf of each Participant.

     4.5. CODE SECTION 401(m) LIMITATION ON EMPLOYER MATCHING CONTRIBUTIONS.
Notwithstanding any other provision to the contrary, the Employer Matching
Contributions of the Highly Compensated Employees (after any reduction under
Section 4.3(b)(iii) shall be reduced in accordance with the following
provisions:

          (a)  The Employer Matching Contributions of the Highly Compensated
               Employees shall be reduced if neither of the Contribution
               Percentage Tests

                                       14
<Page>

               set forth in (i) or (ii) below is satisfied, after taking into
               account the provisions of subsection (i) below:

               (i)  THE 1.25 TEST. The Contribution Percentage of the Highly
                    Compensated Employees is not more than the Contribution
                    Percentage of all Non-Highly Compensated Employees
                    multiplied by 1.25.

               (ii) THE 2.0 TEST. The Contribution Percentage of the Highly
                    Compensated Employees is not more than 2 percentage points
                    greater than the Contribution Percentage of all Non-Highly
                    Compensated Employees, and the Contribution Percentage of
                    the Highly Compensated Employees is not more than the
                    Contribution Percentage of all Non-Highly Compensated
                    Employees multiplied by 2.0.

          (b)  As used in this Section 4.5, "Contribution Percentage" means
               either (i) or (ii) below:

               (i)  (A)  With respect to Non-Highly Compensated Employees, the
                         average of the ratios of each Non-Highly Compensated
                         Employee's Employer Matching Contributions with respect
                         to the prior Plan Year, to each such Participant's
                         Considered Compensation for such Plan Year; and

                    (B)  With respect to Highly Compensated Employees, the
                         average of the ratios of each Highly Compensated
                         Employee's Employer Matching Contributions with respect
                         to the current Plan Year, to each such Participant's
                         Considered Compensation for such Plan Year.

               (ii) (A)  With respect to Non-Highly Compensated Employees, the
                         average of the ratios of each Non-Highly Compensated
                         Employee's share of Employer Matching Contributions,
                         plus designated Before-Tax Contributions, if
                         applicable, with respect to the prior Plan Year, to
                         each such Participant's Considered Compensation for
                         such Plan Year; and

                    (B)  With respect to Highly Compensated Employees, the
                         average of the ratios of each Highly Compensated
                         Employee's share of Employer Matching Contributions,
                         plus designated Before-Tax Contributions, if
                         applicable, with respect to the current Plan Year, to
                         each such Participant's Considered Compensation for
                         such Plan Year.

                                       15
<Page>

                         If neither Contribution Percentage Test is satisfied
                         using the definition of Contribution Percentage set
                         forth in this subsection 4.5(b)(i), the tests shall be
                         applied using the definition of Contribution Percentage
                         set forth in this subsection 4.5(b)(ii).

                    (iii)All Employer Matching Contributions made under this
                         Plan and all employee contributions and matching
                         contributions made under any other plan that is
                         aggregated with this Plan for purposes of Code Sections
                         401(a)(4) and 410(b) shall be treated as made under a
                         single plan. If any plan is permissively aggregated
                         with this Plan for purposes of Code Section 401(m), the
                         aggregated plans must also satisfy Code Sections
                         401(a)(4) and 410(b) as though they were a single plan.
                         The Contribution Percentage ratio of any Highly
                         Compensated Employee will be determined by treating all
                         plans subject to Code Section 401(m) under which the
                         Highly Compensated Employee is eligible as a single
                         plan.

               (c)  If neither Contribution Percentage Test is satisfied as of
                    the end of the Plan Year, the Committee shall first cause
                    the Employer Matching Contributions of the Highly
                    Compensated Employees to be reduced and refunded or
                    forfeited, as the case may be, in accordance with this
                    subsection (c) and subsection (d) until either Contribution
                    Percentage Test is satisfied. The sequence for determining
                    the amount of such reductions shall begin with Highly
                    Compensated Employees who received the greatest amount of
                    Employer Matching Contributions as a percentage of
                    Considered Compensation, then the second greatest percentage
                    amount, continuing until either Contribution Percentage Test
                    is satisfied. This process shall continue through the
                    remaining Employer Matching Contributions for Highly
                    Compensated Employees until either Contribution Percentage
                    Test is satisfied.

                    Notwithstanding the foregoing, effective for Plan Years
                    beginning on or after January 1, 1997, reductions will be
                    determined in order of the dollar amount of the Employer
                    Matching Contributions that are made on behalf of the Highly
                    Compensated Employees, rather than in order of the
                    percentage of Employer Matching Contributions (as a
                    percentage of Considered Compensation).

               (d)  Once the total amount of reductions have been determined
                    under (c) above, the Committee shall direct the Trustee to
                    distribute to the appropriate Highly Compensated Employees
                    the amount of any excess vested Employer Matching
                    Contribution attributable to such Highly Compensated
                    Employees, and to treat as a forfeiture the appropriate
                    amount of any excess nonvested Employer Matching
                    Contributions, together with the net earnings or losses
                    allocable thereto. The Committee shall designate such
                    distribution and forfeiture as a distribution and

                                       16
<Page>

                    forfeiture of excess contributions, determine the amount of
                    the allocable net earnings or losses to be distributed in
                    accordance with subsection (e) below, and cause such
                    distributions and forfeitures to occur prior to the end of
                    the Plan Year following the Plan Year in which such excess
                    Employer Matching Contributions were made.

               (e)  Net earnings or losses to be refunded with the excess
                    Employer Matching Contributions shall be equal to the net
                    earnings or losses on such contributions for the Plan Year
                    in which the contributions were made. Net earnings or losses
                    shall be determined in the same manner as in Section 4.3(c),
                    except that the phrases ("Employer Matching Contributions")
                    and ("Matching Account") shall be substituted for the
                    phrases "Before-Tax Contributions" and "Before-Tax Account"
                    wherever used therein.

               (f)  Net earnings or losses to be treated as forfeitures together
                    with the Employer Matching Contributions shall be equal to
                    the net earnings or losses on such contributions for the
                    Plan Year in which the contributions were made. Net earnings
                    or losses shall be determined in the same manner as in
                    Section 4.3(c), except that the phrases "Employer Matching
                    Contribution" and "Matching Account" shall be substituted
                    for the phrases "Before-Tax Contribution" and "Before-Tax
                    Account" wherever used therein.

               (g)  Any Employer Matching Contributions which are treated as
                    forfeitures pursuant to subsection (d) above shall be used
                    to reduce the Employer Matching Contribution in Section 4.4.

               (h)  For the purpose of avoiding the necessity of adjustments
                    pursuant to this Section or Section 6.8, the Employer may in
                    its sole discretion make fully vested contributions to the
                    Plan, which will be allocated to the Matching Accounts of
                    one or more Participants who are Non-Highly Compensated
                    Employees, in such amounts as the Employer directs for the
                    purpose of complying with applicable limits on Employer
                    Matching Contributions in the Code. Such contributions will
                    not be taken into account in the allocation of Employer
                    Matching Contributions.

               (i)  The Committee, in its sole discretion, may elect for a Plan
                    Year to perform the test under subsection (a) separately for
                    those Active Participants who have not yet attained age 21
                    and completed one Year of Service or, alternatively,
                    beginning with the 1999 Plan Year, exclude such Active
                    Participants who are Non-Highly Compensated Employees from
                    testing under this subsection (i).

                                       17
<Page>

     4.6. MULTIPLE USE.

          (a)  This Section 4.6 will be applicable if the 2.0 Test is used to
               satisfy both the Actual Deferral Percentage Test and the
               Contribution Percentage Test. If this Section 4.6 is applicable,
               the Committee shall determine whether a "Multiple Use" has
               occurred, and if such a Multiple Use has occurred, the Employer
               Matching Contributions of the Highly Compensated Employees shall
               be reduced in accordance with the provisions of subsection (c)
               below.

          (b)  A Multiple Use occurs when, for the Highly Compensated Employees,
               the sum of the Actual Deferral Percentage used to satisfy the 2.0
               Test plus the Contribution Percentage used to satisfy the 2.0
               Test exceeds the "Aggregate Limit." The Aggregate Limit is the
               greater of (i) or (ii) below, determined as follows:

               (i)  (A)  First, multiply 1.25 by the greater of (I) the Actual
                         Deferral Percentage, or (II) the Contribution
                         Percentage of the Non-Highly Compensated Employees;

                    (B)  Second, add 2.0 to the lesser of (I) or (II) above,
                         provided that such sum shall not exceed 2 times the
                         lesser of (I) or (II) above; and

                    (C)  Finally, add the results from (A) and (B) to determine
                         the Aggregate Limit; or

               (ii) (A)  First, multiply 1.25 by the lesser of (I) the Actual
                         Deferral Percentage, or (II) the Contribution
                         Percentage of the Non-Highly Compensated Employees;

                    (B)  Second, add 2.0 to the greater of (I) or (II) above,
                         provided that such sum shall not exceed 2 times the
                         greater of (I) or (II) above; and

                    (C)  Finally, add the results from (A) and (B) to determine
                         the Aggregate Limit.

          (c)  If a Multiple Use has occurred, such Multiple Use shall be
               corrected by reducing the Contribution Percentage of Highly
               Compensated Employees, in accordance with the provisions of
               Section 4.5, until the sum of the Actual Deferral Percentage plus
               the Contribution Percentage for the Highly Compensated Employees
               equals the Aggregate Limit.

          (d)  Net earnings or losses to be treated as forfeitures together with
               the excess nonvested Employer Matching Contributions shall be
               equal to the net

                                       18
<Page>

               earnings or losses on such contributions for the Plan Year in
               which the contributions were made. Net earnings or losses shall
               be determined in the same manner as in Section 4.3(c) except that
               the phrase "Employer Matching Contribution" shall be substituted
               for the phrase "Before-Tax Contribution" wherever used therein.

          (e)  Any Employer Matching Contributions which are treated as
               forfeitures pursuant to Section 4.5(d) above shall be used to
               reduce the Employer Matching Contribution in Section 4.4.

          (f)  Notwithstanding the foregoing, the restriction on the Multiple
               Use, which may occur as a result of the testing under the
               limitations described in Sections 4.3 and 4.5 of the Plan, shall
               not apply for Plan Years beginning after December 31, 2001.

     4.7. CATCH-UP CONTRIBUTIONS. In addition to the ability to elect Before-Tax
Contributions under Section 4.2 of the Plan, effective after December 31, 2001,
all Eligible Employees who 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, Section 414(v) of the Code. An Eligible Employee
who is eligible to make Catch-Up Contributions who contributes the maximum
permissible amount pursuant to Section 4.3 of the Plan (and Code Section 402(g))
shall be deemed to have elected to make the maximum Catch-Up Contribution
permitted under Code Section 414(v) for that Plan Year. Such deemed election
shall be in effect until revoked or changed in accordance with the procedures
prescribed by the Committee, as set forth in Section 4.2 of the Plan. Within a
reasonable period prior to the effective date of this Section 4.7, all Eligible
Employees shall receive a notice that explains the automatic election prescribed
by this Section and the right to have no such election made or to alter the
amount of such election. This notice shall also explain the procedures for
exercising this right.

     Catch-Up Contributions shall not be taken into account for purposes of the
limitation on the maximum amount of such Participant's Before-Tax Contributions
for a Plan Year under Section 4.3 of the Plan (and Section 402(g) of the Code)
or the limitation on contributions for a Plan Year under Section 6.8 of the Plan
(and Section 415(c) of the Code). Further, by allowing such Catch-Up
Contributions, the Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of Section 401(k)(3),
401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as applicable.

                                       19
<Page>

                                   ARTICLE V.
                            PARTICIPANT CONTRIBUTIONS

     5.1. NO AFTER-TAX CONTRIBUTIONS.

          No after-tax contributions are required or permitted under the Plan.

     5.2. ROLLOVER CONTRIBUTIONS.

          (a)  A Rollover Contribution may be rolled over in cash to the Trust
               Fund for the benefit of an Eligible Employee with the permission
               of the Committee; provided that such amount is not attributable
               to a partial withdrawal made pursuant to Section 8.7. Prior to
               accepting any rollover which is intended to be a Rollover
               Contribution, the Committee may require the Eligible Employee to
               establish that the amount to be rolled over meets the definition
               of a Rollover Contribution and any other limitations of the Code
               applicable to such rollovers.

          (b)  If the Committee determines after a Rollover Contribution has
               been made that such Rollover Contribution did not in fact
               constitute a Rollover Contribution as defined in Section 2.38,
               the amount of such Rollover Contribution and any earnings thereon
               shall be returned to the Eligible Employee.

          (c)  Each Participant's Rollover Contribution shall be credited to his
               or her Rollover Account and invested in accordance with
               Article VI. A Participant's Rollover Account shall be fully
               vested and nonforfeitable.

          (d)  The Rollover Contribution of a Participant shall be allocated to
               his or her Rollover Account as of the Valuation Date coinciding
               with or next succeeding the date on which such amounts are
               received by the Trustee.

          (e)  Amounts may be distributed from a Participant's Rollover Account
               under the terms and conditions described in Articles VII and
               VIII.

                                       20
<Page>

                                   ARTICLE VI.
                      ACCOUNTING PROVISIONS AND ALLOCATIONS

     6.1. PARTICIPANT'S ACCOUNTS.

          (a)  For each Participant there shall be maintained as appropriate a
               separate Before-Tax Account, Matching Account (which shall be
               divided into a Pre-1999 Matching Subaccount and a Post-1998
               Matching Subaccount) and Rollover Account. Each Account (and
               subaccount) shall be credited with the amount of contributions,
               forfeitures, interest and earnings of the Trust Fund allocated to
               such Account and shall be charged with all distributions,
               withdrawals and losses of the Trust Fund allocated to such
               Account.

          (b)  The Committee shall also establish and maintain an Account with
               respect to each Segregated Loan made to a Participant pursuant to
               Section 8.8. The Participant's Segregated Loan Account shall be
               credited with the value of any notes held by the Account. The
               value of any principal payments by the Participant to the
               Segregated Loan Account shall be promptly charged to the
               Segregated Loan Account and transferred along with any interest
               payments to the separate investment Funds.

     6.2. INVESTMENT FUNDS.

          (a)  The Trust Fund shall consist of separate investment funds
               ("Funds") as established from time to time by the Committee. Each
               Participant's (or Beneficiary's) share in the Trust Fund shall
               consist of an undivided interest in the respective assets of one
               or more Funds. Except as otherwise provided, each Participant's
               (or Beneficiary's) share in each such Fund shall be measured by
               the proportion of the Fund that is attributable to the
               Participant's Account, as compared to the proportion of the Fund
               that is attributable to all other Accounts as of the date such
               share is being determined. For purposes of allocation of income
               and valuation, such Fund shall be considered separately. No Fund
               shall share in the gains or losses of any other, and no Fund
               shall be valued by taking into account any assets or
               distributions from any other.

          (b)  Each Fund shall be established and invested by the Trustee in
               accordance with the investment policies determined, or as the
               Trustee may be directed, from time to time by the Committee. The
               Committee may from time to time also direct the Funds with
               similar investment objectives be consolidated.

               (i)  One Fund shall be the CCC Stock Fund, through which the
                    Participant may invest up to 25% of current Before-Tax
                    Contributions and Employer Matching Contributions in common

                                       21
<Page>

                    stock of CCC Information Services Group Inc. ("CCC Stock").
                    Any such election shall be made by the Participant giving
                    notice thereof to the Trustee by such notice as the Trustee
                    deems necessary, and such notice shall specify the amount of
                    such funds to be transferred and the Account from which the
                    transfer is to be made. Any such election shall be at the
                    absolute discretion of the Participant and shall be binding
                    upon the Trustee. Upon any such election being made, the
                    amount of such funds to be transferred shall be deducted
                    from his or her Account as appropriate and added to a
                    controlled account of the Participant. All dividends and
                    interest thereafter received with respect to such
                    transferred funds, as well as any appreciation or
                    depreciation in his or her investments shall be added to or
                    deducted from his or her controlled account.

               (ii) A Participant shall be entitled to direct the Trustee as to
                    the manner in which voting and other rights will be
                    exercised with respect to the shares of CCC Stock allocated
                    to the Participant's Accounts. All Participants whose
                    Accounts include investments in CCC Stock shall be notified
                    within a reasonable time before such rights are to be
                    exercised. Such notification shall include all information
                    distributed by the Employer to shareholders regarding the
                    exercise of such rights. To the extent a Participant fails
                    to provide the Trustee with directions, the Trustee shall
                    abstain from voting or otherwise exercising such rights. The
                    Committee may establish such additional procedures with
                    respect to voting and other rights as it, in its discretion,
                    deems appropriate.

          (c)  Each Participant shall file a written election, in accordance
               with the procedures that the Committee may prescribe, directing
               that the amounts allocated to his or her respective Accounts and
               received by the Trustee shall be invested proportionately in one
               or more of the Funds in multiples of 1% of each such allocation.
               Such investment election shall remain in effect for any
               subsequent allocations to the Participant's Accounts, except that
               the Participant shall be entitled to change the investment
               election once each business day for future contributions and
               forfeitures in a manner and at a time prescribed by the
               Committee. In the event a Participant fails to file an effective
               investment election form with the Committee, 100% of the
               contributions and forfeitures allocated to his or her Accounts
               shall be invested in a fixed income fund, or such other fund as
               the Committee shall establish.

          (d)  Each Business Day, in accordance with procedures prescribed by
               the Committee, a Participant shall also be entitled to elect to
               change the investment of his or her Accounts from one Fund to any
               other Fund in multiples of 1% of the balance of such Account in
               such Fund.

                                       22
<Page>

          (e)  Wherever in this Section 6.2 the term "Participant" is used, it
               shall be deemed to include, where applicable, (i) the Beneficiary
               of a deceased Participant who is entitled to any portion of the
               deceased Participant's Accounts, and (ii) an alternate payee
               under a qualified domestic relations order described in Code
               Section 414(p).

          (f)  The Plan is intended to constitute a plan described in
               Section 404(c) of the Employee Retirement Income Security Act and
               Title 29 of Federal Regulations Section 2550.404c-1. To the
               extent permitted by law, the fiduciary of the Plan shall be
               relieved of liability for any losses which are the direct and
               necessary result of investment instructions given by any
               Participant.

     6.3. ALLOCATION PROCEDURE.

          (a)  As of each Valuation Date, the Committee shall:

               (i)  first, allocate the net earnings or losses of the Trust Fund
                    pursuant to Section 6.5;

               (ii) second, allocate Before-Tax Contributions pursuant to
                    Section 6.6;

               (iii)third, allocate Employer Matching Contributions pursuant to
                    Section 6.7;

               (iv) fourth, allocate Rollover Contributions pursuant to
                    Section 5.2.

          (b)  All contributions to the Trust made by or on behalf of a
               Participant shall be deposited in the form of cash or other
               acceptable assets in the Trust Fund as soon as practicable and
               shall be credited to the appropriate Accounts of such Participant
               as of the Valuation Date received by the Trust Fund; provided
               that any contributions made with respect to a Plan Year must be
               credited to the appropriate Accounts of such Participant as of no
               later than the last day of such Plan Year. All contributions to
               the Trust shall be credited at the values determined as of the
               date received by the Trust Fund.

     6.4. DETERMINATION OF VALUE OF TRUST FUND AND OF NET EARNINGS OR LOSSES. As
of each Valuation Date, the Trustee shall determine for the period then ended
the sum of the net earnings or losses of the Trust Fund, which shall reflect
accrued but unpaid interest, dividends, gains or losses realized from the sale,
exchange or collection of assets, other income received, appreciation or
depreciation in the fair market value of assets, administration expenses, and
taxes and other expenses paid. Gains or losses realized and adjustments for
appreciation or depreciation in fair market value shall be computed with respect
to the difference between such value as of the preceding Valuation Date or date
of purchase, whichever is later, and the value as of the date of disposition or
the current Valuation Date, whichever is earlier. To the extent that

                                       23
<Page>

any assets of the Trust have been invested in one or more separate investment
trusts, mutual funds, investment contracts or similar investment media, the net
earnings or losses attributable to such investments shall be determined in
accordance with the procedures of such investment media.

     6.5. ALLOCATION OF NET EARNINGS OR LOSSES. As of each Valuation Date, the
net earnings or losses of each Fund established under Section 6.2 for the day
shall be allocated to the Accounts of all Participants (or Beneficiaries of
deceased Participants) having credits in the Fund both then and at the beginning
of that day. Such allocation shall be in the ratio that (i) the net credits to
each Account of each Participant at the beginning of such day, less the total
amount of any distributions from such Account to such Participant during that
day bears to (ii) the total net credits to all such Accounts of all Participants
at the beginning of such day, less the total amount of distributions from all
such Accounts to all Participants during such day. Notwithstanding the
foregoing, to the extent the assets of the Trust have been invested in one or
more separate investment trusts, mutual funds, investment contracts or similar
investment media, the net earnings or losses attributable to such investments
shall be allocated to the Accounts of Participants or Beneficiaries on the basis
of the balances of such Accounts, but in accordance with the procedures of the
respective investment media in which such assets are invested.

     6.6. ALLOCATION OF BEFORE-TAX CONTRIBUTIONS. As of each Valuation Date, the
Before-Tax Contributions received on behalf of each Participant shall be
allocated to such Participant's Before-Tax Account in accordance with
Section 6.3.

     6.7. ALLOCATION OF EMPLOYER MATCHING CONTRIBUTIONS. As of each Valuation
Date, the Employer Matching Contribution received on behalf of each Participant
shall be allocated to the Matching Account of such Participant in accordance
with Section 6.3.

     6.8. LIMITATION ON ANNUAL ADDITIONS.

          (a)  The Annual Additions allocated to the Account of a Participant
               during a Limitation Year shall not exceed the lesser of:

               (i)  25% of the Participant's Section 415 Compensation for the
                    Limitation Year; or

               (ii) the Defined Contribution Dollar Limitation for the
                    Limitation Year.

               Notwithstanding the foregoing, and except to the extent permitted
               under Section 4.7 of the Plan and Section 414(v) of the Code,
               effective for Limitation Years beginning after December 31, 2001,
               the Annual Addition that may be contributed or allocated to a
               Participant's Account under the Plan for any Limitation Year
               shall not exceed the lesser of:

               (i)  100% of the Participant's Section 415 Compensation for the
                    Limitation Year; or

                                       24
<Page>

               (ii) the Defined Contribution Dollar Limitation for the
                    Limitation Year.

               For purposes of subsection (i) immediately above, Section 415
               Compensation shall not include any contribution for medical
               benefits after separation from service (within the meaning of
               Sections 401(h) or 419(A) of the Code) which is otherwise treated
               as an Annual Addition.

          (b)  If the Annual Addition for a Participant for a Limitation Year
               exceeds the limitation set forth in Section 6.8(a), the Annual
               Addition shall be reduced until it equals the maximum permissible
               Annual Addition for such Participant. The contribution allocable
               to such Participant's respective Accounts shall be reduced by
               reducing (A) the Supplemental Before-Tax Contributions and (B)
               the Matched Before-Tax Contributions and Employer Matching
               Contributions, proportionately. The Annual Addition remaining
               after such reductions shall be allocated to the Participant's
               respective Accounts.

          (c)  Any forfeiture which cannot be allocated under the Plan because
               of the application of the above limit shall be carried in the
               Excess Forfeiture Suspense Account for such Plan Year. In the
               next succeeding Plan Year, the amounts included in such Account
               shall be treated as a forfeiture for such Plan Year and shall be
               allocated to the Eligible Participants' Matching Accounts (and as
               such will be again subject to the limitations of this Section 6.8
               for such Plan Year). Amounts which are included in the Excess
               Forfeiture Suspense Account as of the end of a Plan Year shall be
               treated as a liability of the Trust Fund. Upon termination of the
               Plan, amounts then held in the Excess Forfeiture Suspense Account
               which cannot be allocated pursuant to this Section shall revert
               to the Employer.

          (d)  Notwithstanding anything to the contrary in this Plan, any
               Before-Tax Contributions reduced in accordance with subsection
               (b) above shall be distributed to the Participant with allocable
               earnings in accordance with Treasury Regulation
               Section 1.415-6(b)(6)(iv).

                                       25
<Page>

                                  ARTICLE VII.
                       AMOUNT OF PAYMENTS TO PARTICIPANTS

     7.1. GENERAL RULE.

          (a)  Upon the retirement, disability, resignation or dismissal of a
               Participant, the Participant, or in the event of his or her
               death, the Participant's Beneficiary, shall be entitled to
               receive from the Participant's respective Accounts in the Trust
               Fund the following amounts as of the Valuation Date coinciding
               with the date distributions are made:

               (i)  the value of the Participant's Before-Tax Account, Pre-1999
                    Matching Subaccount, and Rollover Account; and

               (ii) the value of the nonforfeitable portion of his or her
                    Post-1998 Matching Subaccount determined as hereafter set
                    forth;

               provided that such amounts shall be adjusted to reflect any
               contributions made by or on behalf of the Participant but not yet
               included in (i) or (ii) above.

          (b)  The time and manner of distribution of a Participant's Accounts
               shall be determined in accordance with Article VIII.

     7.2. RETIREMENT. Any Participant may retire on or after his or her Normal
Retirement Date, at which date the forfeitable portion, if any, of his or her
Post-1998 Matching Subaccount shall become nonforfeitable. If the retirement of
a Participant is deferred beyond his or her Normal Retirement Date, he/she shall
continue in full participation in the Plan and Trust Fund.

     7.3. DEATH. As of the date any Participant shall die while in the employ of
the Employer or an Affiliate, the forfeitable portion, if any, of his or her
Post-1998 Matching Subaccount shall become nonforfeitable.

     7.4. DISABILITY.

          (a)  As of the date any Participant shall be determined by the
               Committee to have become totally and permanently disabled because
               of physical or mental infirmity while in the employ of the
               Employer or an Affiliate and his or her employment shall have
               terminated, the forfeitable portion, if any, of his or her
               Post-1998 Matching Subaccount shall become nonforfeitable.

          (b)  A Participant shall be deemed totally and permanently disabled
               when he/she has been determined to be eligible for disability
               benefits under the Company's Long-Term Disability Plan by reason
               of such disability.

                                       26
<Page>

     7.5. VESTING. A Participant's interest in his or her Before-Tax Account,
Pre-1999 Matching Subaccount and Rollover Account shall be nonforfeitable at all
times. A Participant's interest in his or her Post-1998 Matching Subaccount
shall be determined under Section 7.6.

     7.6. RESIGNATION OR DISMISSAL.

          (a)  If any Participant shall resign or be dismissed from the service
               of the Employer and all Affiliates on or after January 1, 1999,
               there shall become nonforfeitable a portion or all of his or her
               Post-1998 Matching Subaccount determined in accordance with the
               following schedule, subject to Section 7.7:

<Table>
<Caption>
                                                                Nonforfeitable
                Years of Service                                  Percentage
                ----------------                                  ----------
                <S>                                                  <C>
                Less than 1                                            0%
                1 but less than 2                                     33%
                2 but less than 3                                     67%
                3 or more                                            100%
</Table>

               Notwithstanding anything in the foregoing to the contrary, any
               Participant with 3 or more Years of Service as of December 31,
               1998, shall be 100% vested in his or her Post-1998 Matching
               Subaccount at all times.

          (b)  Any part of the Post-1998 Matching Subaccount of such Participant
               which does not become nonforfeitable shall be treated as a
               forfeiture pursuant to Section 7.8.

     7.7. COMPUTATION OF PERIOD OF SERVICE.

          (a)  For purposes of determining the nonforfeitable percentage of the
               Participant's Post-1998 Matching Subaccount, and subject to all
               applicable laws and regulations, all Years of Service shall be
               taken into account, except that the following shall be
               disregarded:

               (i)  In the case of a Participant whose nonforfeitable balance of
                    his or her Matching Account is 0, Years of Service before a
                    period consisting of 5 consecutive One-Year Breaks in
                    Service, if the number of consecutive One-Year Breaks in
                    Service equals or exceeds the aggregate number of Years of
                    Service before such One-Year Breaks in Service. Such
                    aggregate number of Years of Service before such One-Year
                    Breaks in Service shall not include any Years of Service
                    disregarded by reason of any prior One-Year Breaks in
                    Service.

                                       27
<Page>

               (ii) An Eligible Employee who completes an Eligibility Period
                    which overlaps two calendar years, but fails to complete
                    1,000 Hours of Service in either of such Plan Years, shall
                    also be credited with one Year of Service with respect to
                    such Eligibility Period.

               (iii)In the case of a Participant who incurs 5 or more
                    consecutive One-Year Breaks in Service, Years of Service
                    completed after such One-Year Breaks in Service for purposes
                    of determining his or her nonforfeitable right in the
                    balance of his or her Post-1998 Matching Subaccount
                    determined as of the date such One-Year Breaks in Service
                    began.

     7.8. TREATMENT OF FORFEITURES.

          (a)  Upon termination of a Participant's employment with the Employer
               and all Affiliates, that part of his or her Post-1998 Matching
               Subaccount which becomes a forfeiture pursuant to Section 7.6
               shall be applied to reduce the Employer Matching Contribution of
               such Participant's Employer as of the end of the month in which
               the termination of employment occurred if the Participant is not
               then reemployed by the Employer or an Affiliate. Such amounts
               shall be used first to pay the Plan's administrative expenses in
               the year in which the forfeiture arises, and then used to reduce
               the Employer Matching Contributions under Section 4.4.

          (b)  If the Participant is reemployed by the Employer or an Affiliate
               without incurring 5 consecutive One-Year Breaks in Service and
               before distribution of the nonforfeitable portion of his or her
               Post-1998 Matching Subaccount, the amount of the forfeiture (plus
               any earnings and losses attributable thereto if the Participant
               did not receive a complete distribution of the Participant's
               Vested Account) shall be restored to the Participant's Matching
               Account as of the last day of the month in which he/she is
               reemployed.

          (c)  If the Participant is reemployed by the Employer or an Affiliate
               without incurring 5 consecutive One-Year Breaks in Service, but
               after distribution of the nonforfeitable portion of his or her
               Matching Account, and if the Participant repays the amount
               distributed before the earlier of

               (i)  5 years from the date of such reemployment; or

               (ii) the end of 5 consecutive One-Year Breaks in Service
                    following the date of such distribution,

               the amount of the Matching Account distributed to the Participant
               and the amount of the forfeiture shall be restored to his or her
               Matching Account as of the last day of the Plan Year in which
               such repayment is made.

                                       28
<Page>

          (d)  Amounts restored to a Participant's Matching Account pursuant to
               (b) or (c) above shall be deducted from the forfeitures which
               otherwise would be allocable for the Plan Year in which such
               reemployment or repayment occurs or, to the extent such
               forfeitures are insufficient, shall require a supplemental
               contribution from the Employer.

                                       29
<Page>

                                  ARTICLE VIII.
                                  DISTRIBUTIONS

     8.1. COMMENCEMENT AND FORM OF DISTRIBUTIONS.

          (a)  Distribution of a Participant's Accounts in the Trust Fund
               following termination of employment with the Employer and all
               Affiliates shall commence on or as soon as practicable after the
               first to occur of:

               (i)  the date set forth in the Participant's request for
                    distribution; provided that, if (A) the Committee has
                    notified the Participant of the availability of such
                    distribution in a manner that would satisfy the notice
                    requirements of Treasury Regulation Section 1.411(a)-11(c),
                    and (B) such notification is given no more than 90 days
                    prior to the distribution date requested by the Participant.
                    Such distribution may commence less than 30 days after the
                    date the notice required under Treasury Regulation
                    Section 1.411(a)-11(c) is given if:

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

                    (B)  the Participant, after receiving the notice,
                         affirmatively elects a distribution; or

               (ii) the 60th day after the close of the later of the Plan Year
                    in which the Participant attains age 65 or terminates
                    employment with the Employer and all Affiliates, unless the
                    Participant has elected to defer the distribution to a later
                    date.

          (b)  In all events, distribution shall commence no later than the
               Required Beginning Date, and subsequent distributions required to
               be made each year for compliance with Code Section 401(a)(9) and
               the regulations promulgated thereunder shall be made no later
               than December 31 of such year.

          (c)  The value of a Participant's Accounts which is distributable to a
               Participant who has terminated employment with the Employer and
               all Affiliates for any reason shall be distributed in either of
               the following ways, as the Participant may request by filing such
               election form as shall be prescribed by the Committee, and in
               accordance with applicable laws and regulations

               (i)  by payment in one lump sum; or

                                       30
<Page>

               (ii) substantially equal annual installments over a period not to
                    exceed ten years, which except for the final payment shall
                    not be less than $100;

               A Participant may change such election under subsection (c)(i)
               above at any time which is both before his or her Required
               Beginning Date and before any payment is made from the Plan
               pursuant to a prior election of the Participant. If no election
               as to the form of distribution is made, such distribution shall
               be made in a lump sum payment. In addition, subject to such
               restrictions and conditions as may be adopted by the Committee, a
               Participant may change the specified period of his or her
               quarterly payment election after distributions have commenced.

          (d)  The vested balance of a Participant's Accounts shall be paid to
               the Participant over a period not to exceed his or her life
               expectancy or the joint life expectancy of the Participant and
               his or her Beneficiary. The minimum amount of any installment
               distribution and determination of the life expectancy of a
               Participant and the joint life expectancy of a Participant and
               his or her Beneficiary shall be determined in accordance with the
               regulations prescribed under Code Section 401(a)(9); provided
               that the life expectancy of a Participant or his or her spouse
               shall be redetermined annually. In no event shall the amount
               distributable in any year be less than the amount determined in
               accordance with the minimum distribution incidental benefit
               requirements of Treasury Regulation Section 1.401(a)(9)-2.

          (e)  Notwithstanding anything in this Section 8.1 to the contrary, if
               a Participant has terminated employment with the Employer and all
               Affiliates, and if the vested balance of such Participant's
               Accounts does not exceed $3,500 ($5,000 for Plan Years beginning
               on and after January 1, 1998) at the time a distribution is to be
               made from the Plan and distribution pursuant to this Section 8.1
               has not otherwise commenced, the Committee shall direct the
               Trustee to distribute such amount in a lump sum payment to the
               individual so entitled and the payment thereof shall be in full
               satisfaction of any liability of the Trust to such individual.
               Any Participant whose vested balance of his or her Accounts is 0%
               shall be deemed to have received a lump sum payment upon
               termination of employment.

               Notwithstanding the foregoing, and for purposes of applying the
               provisions of this Section 8.1(e) and Section 12.6(c) of the
               Plan, for distributions made on or after October 17, 2000, a
               non-consensual cash-out may occur even if the vested balance of
               the Participant's Accounts exceeded $5,000 on a prior
               distribution date.

               In addition, effective after December 31, 2001, for purposes of

                                       31
<Page>

               determining whether the sum of such Participant's vested Account
               balances is less than or equal to $5,000 in accordance with this
               Section 8.1(e) of the Plan, as well as under Section 12.6(c) of
               the Plan, the balance of the Participant's Rollover Account (and
               earnings allocated thereto) shall be disregarded. If the sum of
               the Participant's vested Account balances is less than or equal
               to $5,000 without regard to the balance of his or her Rollover
               Account (and earnings allocated thereto), the Plan Committee
               shall direct the Trustee to distribute the Participant's vested
               Account balance in a lump sum (in cash) without the consent of
               the Participant (or Beneficiary) in accordance with this
               Section 8.1(e) of the Plan.

               A Participant may request by filing such notice as shall be
               prescribed by the Committee, and in accordance with applicable
               laws and regulations, a direct rollover of such single sum
               distribution to an employee's trust in which he/she is a
               participant, which is described in Code Section 401(a) and which
               is exempt from tax under Code Section 501(a), or to an individual
               retirement arrangement described in Code Section 408 in
               accordance with Section 8.11.

          (f)  Notwithstanding anything in this Section 8.1 to the contrary, if
               the amount of any distribution required to commence on a certain
               date cannot be ascertained by such date, a payment retroactive to
               such date may be made no later than 60 days after the earliest
               date on which such amount can be ascertained.

     8.2. DISTRIBUTIONS TO BENEFICIARIES.

          (a)  (i)  If a Participant should die before benefit payments have
                    commenced, the balance of the deceased Participant's
                    Accounts which is distributable to a Beneficiary shall be
                    distributed to such Beneficiary in one lump sum amount, as
                    soon as practicable after the Participant's death, but in no
                    event later than the December 31 coinciding with or next
                    following the 5th anniversary of the Participant's death;
                    provided, however, that if the Beneficiary is the
                    Participant's spouse, such spouse may elect a direct
                    rollover to an individual retirement arrangement described
                    in Code Section 408, in accordance with Section 8.11.

               (ii) If a Participant should die after commencement of his or her
                    benefit under Section 8.1(c)(ii), the Participant's
                    Beneficiary may elect to receive the remaining balance in
                    the Participant's Accounts in a lump sum amount; provided,
                    however, that if the Beneficiary is the Participant's
                    surviving spouse, such Beneficiary may also elect (A) to
                    receive installments over any period which is at least as
                    rapid as the method of distribution in effect at the time of
                    the

                                       32
<Page>

                    Participant's death or (B) a direct rollover to an
                    individual retirement arrangement described in Code
                    Section 408, in accordance with Section 8.11.

          (b)  In the event that the distribution of the Participant's Accounts
               has begun in accordance with Section 8.1(c)(ii), any form of
               distribution to a Beneficiary under this Article VIII shall be
               designed to distribute the balance of the deceased Participant's
               Accounts at least as rapidly as under the method of distribution
               in effect at the time of the Participant's death.

          (c)  If a Beneficiary to whom payments have commenced dies prior to
               receipt of all such payments, the remaining balance of the
               Participant's Accounts shall be distributed to any contingent or
               successor Beneficiary at least as rapidly as under the method of
               distribution in effect at the time of the Beneficiary's death, or
               if there is no such contingent or successor Beneficiary, in a
               lump sum to the deceased Beneficiary's estate.

          (d)  The life expectancy of a Beneficiary who is the surviving spouse
               of the Participant shall be redetermined annually in accordance
               with regulations prescribed under Code Section 401(a)(9).

          (e)  Notwithstanding anything contained herein to the contrary, with
               respect to distributions under the Plan made in Plan Years
               beginning on and after January 1, 2001, the Plan will apply the
               minimum distribution requirements of Section 401(a)(9) of the
               Code in accordance with the regulations under Section 401(a)(9)
               that were proposed on January 17, 2001, until the end of the last
               Plan Year before the effective date of final regulations issued
               or such other date specified in guidance provided by the Internal
               Revenue Service.

     8.3. BENEFICIARIES.

          (a)  The balance of a deceased Participant's Accounts shall be
               distributed to the persons effectively designated by the
               Participant as his or her Beneficiaries. To be effective, the
               designation shall be filed in such written form as the Committee
               requires and in such manner as the Committee may prescribe, and
               may include contingent or successive Beneficiaries; provided that
               any designation by a Participant who is married at the time of
               his or her death or, if earlier, the date his or her benefit
               payments commence, which fails to name the Participant's
               surviving spouse as the sole primary Beneficiary, shall not be
               effective unless such surviving spouse has consented to the
               designation in writing, witnessed by a Plan representative or
               notary public, acknowledging the effect of the designation and
               the specific non-spouse Beneficiary, including any class of
               Beneficiaries or any contingent Beneficiary. Such consent shall
               not be required if, at the time of filing such designation, the

                                       33
<Page>

               Participant established to the satisfaction of the Committee that
               the consent of the Participant's spouse could not be obtained
               because there is no spouse, such spouse could not be located or
               by reason of such other circumstances as may be prescribed by
               regulations. Any consent (or establishment that the consent could
               not be obtained) shall be effective only with respect to such
               spouse. Any Participant may change his or her beneficiary
               designation at any time by filing with the Committee a new
               beneficiary designation (with such spousal consent as may be
               required). Notwithstanding the foregoing, designation of a
               Beneficiary by a Participant who did not have an Hour of Service
               after August 22, 1984, shall not require the consent of his or
               her surviving spouse to be effective.

          (b)  If a Participant dies, and to the knowledge of the Committee
               after reasonable inquiry leaves no surviving spouse, has not
               filed an effective beneficiary designation or has revoked all
               such designations, or has filed an effective designation but the
               Beneficiary or Beneficiaries predeceased him/her, the
               distributable portion of the Participant's Accounts shall be paid
               to the executor or administrator of the Participant's estate.

               (i)  If the Beneficiary, having survived the Participant, shall
                    die prior to the final and complete distribution of the
                    Participant's Accounts, then the distributable portion of
                    said Accounts shall be paid:

                    (A)  to the contingent or successive Beneficiary named in
                         the most recent effective Beneficiary designation filed
                         by the Participant in accordance with such designation;
                         or

                    (B)  if no such Beneficiary has been named, to the executor
                         or administrator of the Beneficiary's estate.

     8.4. INSTALLMENT OR DEFERRED DISTRIBUTIONS. If distribution is made to a
Participant or to the Beneficiary of a deceased Participant in installments or
is deferred, the undistributed vested balance shall share in the net earnings or
losses (including the net adjustments in the value of the Trust Fund) as
provided in Section 6.5.

     8.5. FORM OF ELECTIONS AND APPLICATIONS FOR BENEFITS. Any election,
revocation of an election or application for benefits pursuant to the Plan shall
not be effective unless it is (a) made on such form, if any, as the Committee
may prescribe for such purpose; (b) signed by the Participant and, if required
by Section 8.3, by the Participant's spouse; and (c) filed with the Committee.

     8.6. UNCLAIMED DISTRIBUTIONS. In the event any distribution cannot be made
because the person entitled thereto cannot be located and the distribution
remains unclaimed for 2 years after the distribution date established by the
Committee, then such amount shall be treated as a forfeiture and shall be used
to reduce the Employer Matching Contribution. In the event such

                                       34
<Page>

person subsequently files a valid claim for such amount, such amount shall be
restored to the Participant's Accounts in a manner similar to the restoration of
forfeitures under Section 7.8.

     8.7. IN-SERVICE WITHDRAWALS.

          (a)  A Participant who has attained his or her Normal Retirement Age
               may make a withdrawal of the nonforfeitable portion of his or her
               Accounts without any restrictions or limitations, except that
               such withdrawal shall not reduce the nonforfeitable value of the
               Participant's Accounts below the amount of any loans outstanding
               to such Participant pursuant to Section 8.8.

          (b)  A Participant who has not attained his or her Normal Retirement
               Age may not make a withdrawal from his or her Matching Account.

          (c)  A Participant who has attained age 59 1/2 may make a withdrawal
               from his or her Before-Tax Account without any restrictions or
               limitations, except that such withdrawal shall not reduce the
               nonforfeitable value of the Participant's Accounts below the
               amount of any loans outstanding to such Participant pursuant to
               Section 8.8.

          (d)  A Participant who has not reached the age of 59 1/2 may make a
               withdrawal of amounts in his or her Before-Tax Account only upon
               furnishing proof to the Committee of immediate and heavy
               financial hardship. In addition, except as may otherwise be
               permitted by the Committee on a uniform and nondiscriminatory
               basis, such withdrawal shall not reduce the nonforfeitable value
               of the Participant's Accounts below the amount of any loans
               outstanding to such Participant pursuant to Section 8.8. The
               Committee shall only make a determination of financial hardship
               if the distribution to be made is made on account of an immediate
               and heavy financial need of the Participant, and the funds
               distributed are necessary to satisfy the Participant's need. The
               amount of the distribution shall not be in excess of the
               immediate and heavy financial need of the Participant, taking
               into account any amounts necessary to pay any federal, state or
               local income taxes or penalties reasonably anticipated to result
               from the distribution.

               (i)  The determination of whether a Participant has an immediate
                    and heavy financial need is to be made by the Committee on
                    the basis of all relevant facts and circumstances. Only the
                    following expenses shall be deemed to constitute an
                    immediate and heavy financial need:

                    (A)  expenses for medical care (as described in Code
                    Section 213(d)) incurred by the Participant, the
                    Participant's spouse or any dependents of the Participant
                    (as defined in Code

                                       35
<Page>

                         Section 152) or necessary for these persons to obtain
                         such care;

                    (B)  the purchase (excluding mortgage payments) of a
                         Participant's principal residence;

                    (C)  tuition and related educational fees for the next 12
                         months of post-secondary education for the Participant,
                         the Participant's spouse, children or dependents;

                    (D)  preventing foreclosure on or eviction from the
                         Participant's principal residence;

                    (E)  any other event or expense deemed an immediate and
                         heavy financial need by the Internal Revenue Service.

               (ii) The determination of whether a distribution is necessary to
                    satisfy the immediate and heavy financial need of the
                    Participant shall be made by the Committee on the basis of
                    all relevant facts and circumstances. The Committee shall
                    determine that a distribution is necessary to satisfy the
                    financial need if the Participant demonstrates to the
                    satisfaction of the Committee that all of the following
                    requirements are satisfied:

                    (A)  the distribution is not in excess of the amount of the
                         immediate and heavy financial need of the Participant,
                         taking into account any amount necessary to pay any
                         federal, state or local income taxes or penalties
                         reasonably anticipated to result from the distribution;

                    (B)  the Participant has obtained all distributions (other
                         than hardship distributions) and all nontaxable loans
                         currently available under all of the plans maintained
                         by the Employer or any Affiliate;

                    (C)  the Participant will not make any contributions to any
                         retirement plan (other than mandatory employee
                         contributions to a defined benefit plan) maintained by
                         the Employer or any Affiliate for 12 months after
                         receiving the hardship distribution, and the
                         Participant may not make any contributions to this Plan
                         until the January 1 coinciding with or next following
                         the first anniversary of the date on which the
                         Participant received the hardship distribution; and

                                       36
<Page>

                    (D)  the Participant's Before-Tax Contributions to this Plan
                         and to all plans maintained by the Employer and any
                         Affiliate, in the calendar year following the calendar
                         year of the hardship distribution, do not exceed the
                         limitation in Code Section 402(g)(1) applicable to such
                         following calendar year, minus the amount of his or her
                         Before-Tax Contributions for the calendar year of the
                         hardship distribution.

                         Notwithstanding the provisions in
                         Section 8.7(d)(ii)(C), a Participant who receives a
                         hardship withdrawal after December 31, 2001, under
                         Section 8.7 of the Plan shall have his or her
                         contributions suspended for 6 months beginning on the
                         date as of which he or she receives the hardship
                         withdrawal. In addition, for Plan Years beginning after
                         December 31, 2001, the limitation set forth in Section
                         8.7(d)(ii)(D) shall no longer be effective.

               (iii)Withdrawals on account of financial hardship shall not
                    exceed the lesser of:

                    (A)  The amount of the immediate and heavy financial need;

                    (B)  The value of the Participant's Before-Tax Account at
                         the time of the distribution; and

                    (C)  (I) the value of the Participant's Before-Tax Account
                         as of December 31, 1988, plus the Participant's
                         Before-Tax Contributions made on or after January 1,
                         1989, reduced by (II) the aggregate amount distributed
                         on or after January 1, 1989.

     8.8. LOANS.

          (a)  Upon the submission by the Participant of a loan application form
               as prescribed by the Committee, a Participant may borrow from the
               Trust, in accordance with the procedures established by the
               Committee, under such uniform rules as it shall adopt, an amount
               no less than $1,000 and not in excess of 50% of his or her vested
               Accounts (as of the Valuation Date coinciding with the date such
               loan is granted); provided, however, that the amount of such loan
               shall not exceed $50,000, reduced by the greater of (i) the
               highest outstanding balance of loans from the Trust Fund during
               the 1-year period ending on the date before the date on which
               such loan is made or modified, or (ii) the outstanding balance of
               loans from the Trust Fund on the date on which such loan is made
               or modified.

                                       37
<Page>

          (b)  Loans shall be made available on a reasonably equivalent basis to
               each Participant or Beneficiary who has vested Account benefits
               and who either (i) is an Eligible Employee, or (ii) the Committee
               determines is a "party in interest" as such term is defined in
               Section 3(14) of ERISA, so long as the making of such loan does
               not discriminate in favor of highly compensated employees (as
               defined by Code Section 414(q)).

          (c)  Loans shall be made on such terms as the Committee may prescribe,
               provided that any such loan shall be evidenced by a note or such
               documents as the Committee, in its sole discretion, shall
               determine under uniform rules prescribed by it, shall bear
               interest on the unpaid balance thereof at one percentage point
               above and shall be secured by the Participant's Segregated Loan
               Account.

          (d)  Loans shall be repaid by the Participant by payroll deductions or
               any other method approved by the Committee which requires level
               amortization of principal and repayments not less frequently than
               quarterly. All loans, except those made for the purchase of a
               primary residence, shall be repaid over a period not to exceed 5
               years in accordance with procedures established by the Committee
               from time to time.

          (e)  Loans shall be an asset of the Participant's Accounts, shall be
               treated in the manner of a segregated account and shall be
               subject to the provisions of Section 6.1(b). Upon the failure of
               a Participant to make loan payments or some other event of
               default set forth in the promissory note, upon the Participant's
               termination of employment, or upon termination of the Plan
               pursuant to Section 12.2, such loan shall become due and payable,
               and the unpaid balance of such loan, including any unpaid
               interest, may in the Committee's discretion be charged against
               the Participant's Segregated Loan Account; provided that any
               unpaid balance of such loan, including any unpaid interest, shall
               be charged against the Participant's Segregated Loan Account
               before any distribution to the Participant.

          (f)  Loan repayments will be suspended under the Plan as permitted
               under Code Section 414(u) during periods of military service.

     8.9. FACILITY OF PAYMENT. When, in the Committee's opinion, a Participant
or Beneficiary is under a legal disability or is incapacitated in any way so as
to be unable to manage his or her affairs, the Committee may direct the Trustee
to make payments:

          (a)  directly to the Participant or Beneficiary;

          (b)  to a duly appointed guardian or conservator of the Participant or
               Beneficiary;

                                       38
<Page>

          (c)  to a custodian for the Participant or Beneficiary under the
               Uniform Gifts to Minors Act;

          (d)  to an adult relative of the Participant or Beneficiary; or

          (e)  directly for the benefit of the Participant or Beneficiary.

Any such payment shall constitute a complete discharge therefor with respect to
the Trustee and the Committee.

     8.10. CLAIMS PROCEDURE.

          (a)  Any person who believes that he or she is then entitled to
               receive a benefit under the Plan, including one greater than that
               initially determined by the Committee, may file a claim in
               writing with the Committee.

          (b)  The Committee shall within 90 days of the receipt of a claim
               either allow or deny the claim in writing. A denial of benefits
               shall be written in a manner calculated to be understood by the
               claimant and shall include:

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

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

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

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

          (c)  A claimant whose claim is denied (or the claimant's duly
               authorized representative) may, within 60 days after receipt of
               denial of his or her claim:

               (i)  submit a written request for review to the Committee;

               (ii) review pertinent documents; and

               (iii)submit issues and comments in writing.

          (d)  The Committee shall notify the claimant of its decision on review
               within 60 days of receipt of a request for review. The decision
               on review shall be written in a manner calculated to be
               understood by the claimant and shall include specific reasons for
               the decision and specific references to the pertinent Plan
               provisions on which the decision is based.

                                       39
<Page>

          (e)  The 90-day and 60-day periods described in subsections (b) and
               (d), respectively, may be extended at the discretion of the
               Committee for a second 90- or 60-day period, as the case may be,
               provided that written notice of the extension is furnished to the
               claimant prior to the termination of the initial period,
               indicating the special circumstances requiring such extension of
               time and the date by which a final decision is expected.

          (f)  Participants and Beneficiaries shall not be entitled to challenge
               the Committee's determinations in judicial or administrative
               proceedings without first complying with the procedures in this
               Article. The Committee's decisions made pursuant to this Section
               are intended to be final and binding on Participants,
               Beneficiaries and others.

     8.11. ELIGIBLE ROLLOVER DISTRIBUTIONS.

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

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

          (c)  Eligible retirement plan: 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),
               or a qualified trust described in Code Section 401(a), that
               accepts the distributee's eligible rollover distribution.
               Effective January 1, 2002, an eligible retirement plan should
               also include an annuity contract described in Code Section 403(b)
               and 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 the Plan. However, in the case of
               an eligible rollover distribution to a surviving spouse prior to
               January 1,

                                       40
<Page>

               2002, an eligible retirement plan is an individual retirement
               account or individual retirement annuity only.

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

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

                                       41
<Page>

                                   ARTICLE IX.
                           TOP-HEAVY PLAN REQUIREMENTS

     9.1. DEFINITIONS. For purposes of this Article IX:

          (a)  A "Key Employee" is any current or former employee (and the
               beneficiaries of such employee) who at any time during the
               Determination Period was an officer of the Employer or an
               Affiliate if such individual's annual compensation exceeds 50% of
               the Defined Benefit Dollar Limitation, an owner (or considered an
               owner under Code Section 318) of one of the 10 largest interests
               in the Employer if such individual's compensation exceeds 100% of
               the Defined Contribution Dollar Limitation, a Five-Percent Owner,
               or a One-Percent Owner of the Employer who has an annual
               compensation of more than $150,000. Annual compensation means
               Section 415 Compensation plus amounts contributed by the Employer
               pursuant to a salary reduction agreement which are excludable
               from the employee's gross income under Code Section 125,
               402(e)(3), 402(h), 132(f) or 403(b). The "Determination Period"
               is the Plan Year containing the Top-Heavy Determination Date and
               the four preceding Plan Years.

               Notwithstanding the foregoing, effective for Plan Years beginning
               after December 31, 2001, "Key Employee" means any employee or
               former employee (including any deceased employee) who at any time
               during the Determination Period was (i) an officer of an Employer
               having annual compensation greater than $130,000 (as adjusted
               under Section 416(i) of the Code for Plan Years beginning after
               December 31, 2002), (ii) a 5% owner of an Employer, or (iii) a 1%
               owner of an Employer having annual compensation of more than
               $150,000. Effective for Plan Years beginning after December 31,
               2001, the Determination Period is the current Plan Year.

               The determination of who is a Key Employee will be made in
               accordance with Code Section 416(i)(1) and the regulations
               thereunder.

          (b)  For any Plan Year beginning after December 31, 1983, this Plan is
               "Top-Heavy" if any of the following conditions exists:

              (i)  The Top-Heavy Ratio for this Plan exceeds 60% and this Plan
                   is not part of any Required Aggregation Group or Permissive
                   Aggregation Group of plans;

              (ii) This Plan is a part of a Required Aggregation Group of plans
                   but not part of a Permissive Aggregation Group and the
                   Top-Heavy Ratio for the group of plans exceeds 60%;

                                       42
<Page>

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

          (c)  The "Top-Heavy Ratio" shall be determined as follows:

              (i)  If the Employer maintains one or more defined contribution
                   plans and the Employer has not maintained any defined benefit
                   plan that, during the 5-year period ending on the Top-Heavy
                   Determination Date(s), has or has had accrued benefits, the
                   Top-Heavy Ratio for this Plan alone or for the Required or
                   Permissive Aggregation Group, as appropriate, is a fraction,
                   the numerator of which is the sum of the account balances of
                   all Key Employees as of the Top-Heavy Determination Date(s)
                   (including any part of any account balance distributed in the
                   5-year period ending on the Top-Heavy Determination Date(s)),
                   and the denominator of which is the sum of all account
                   balances (including any part of any account balance
                   distributed in the 5-year period ending on the Top-Heavy
                   Determination Date(s)), both computed in accordance with Code
                   Section 416 and the regulations thereunder. Both the
                   numerator and denominator of the Top-Heavy Ratio are
                   increased to reflect any contribution not actually made as of
                   the Top-Heavy Determination Date, but which is required to be
                   taken into account on that date under Code Section 416 and
                   the regulations thereunder.

              (ii) If the Employer maintains one or more defined contribution
                   plans and the Employer maintains or has maintained one or
                   more defined benefit plans that, during the 5-year period
                   ending on the Top-Heavy Determination Date(s), has or has had
                   any accrued benefits, the Top-Heavy Ratio for any Required or
                   Permissive Aggregation Group, as appropriate, is a fraction,
                   the numerator of which is the sum of account balances under
                   the aggregated defined contribution plan or plans for all Key
                   Employees, determined in accordance with (i) above, and the
                   Present Value of accrued benefits under the aggregated
                   defined benefit plan or plans for all Key Employees as of the
                   Top-Heavy Determination Date(s), and the denominator of which
                   is the sum of the account balances under the aggregated
                   defined contribution plan or plans for all Participants,
                   determined in accordance with (i) above, and the Present
                   Value of accrued benefits under the aggregated defined
                   benefit plan or plans for all Participants as of the
                   Top-Heavy Determination Date(s), all determined in accordance
                   with Code Section 416 and the regulations thereunder. The
                   accrued benefits under a defined benefit plan in both the
                   numerator and denominator of the Top-Heavy Ratio are
                   increased for any

                                      43
<Page>

                    distribution of an accrued benefit made in the 5-year
                    period ending on the Top-Heavy Determination Date.

              (iii)For purposes of (i) and (ii) above, the value of account
                   balances and the Present Value of accrued benefits will be
                   determined as of the most recent valuation date that falls
                   within or ends with the 12-month period ending on the
                   Top-Heavy 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. The account
                   balances and accrued benefits of a Participant (A) who is not
                   a Key Employee but who was a Key Employee in a prior year, or
                   (B) who has not been credited with at least one hour of
                   service with any employer maintaining the Plan at any time
                   during the 5-year period ending on the Top-Heavy
                   Determination Date will be disregarded. The calculation of
                   the Top-Heavy Ratio, and the extent to which distributions,
                   rollovers, and transfers are taken into account, will be made
                   in accordance with Code Section 416 and the regulations
                   thereunder. Deductible employee contributions will not be
                   taken into account for purposes of computing the Top-Heavy
                   Ratio. When aggregating plans, the value of account balances
                   and accrued benefits will be calculated with reference to the
                   Top-Heavy Determination Date(s) that fall within the same
                   calendar year. The accrued benefit of a Participant other
                   than a Key Employee shall be determined under (1) the method,
                   if any, that uniformly applies for accrual purposes under all
                   defined benefit plans maintained by the Employer, or (2) if
                   there is no such method, as if such benefit accrued not more
                   rapidly than the slowest accrual rate permitted under the
                   fractional rule of Code Section 411(b)(1)(C).

              (iv) Notwithstanding any provision of this Section 9.1(c) to the
                   contrary, this subsection (iv) shall apply for purposes of
                   determining the amounts of account balances of employees as
                   of the Top-Heavy Determination Date, effective for Plan Years
                   beginning after December 31, 2001.

                   (A)  DISTRIBUTIONS DURING YEAR ENDING ON THE DETERMINATION
                        DATE. The amounts of account balances of a Key Employee
                        as of the Top-Heavy 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 Section 416(g)(2) of the Code during the
                        1-year period ending on the Top-Heavy 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 Section

                                       44
<Page>

                        416(g)(2)(A)(i) of the Code. In the case of a
                        distribution made for a reason other than a severance
                        from service, death or disability, this provision shall
                        be applied by substituting a 5-year period for a 1-year
                        period.

                   (B)  EMPLOYEES NOT PERFORMING SERVICES DURING YEAR ENDING ON
                        THE DETERMINATION DATE. The accounts of any individual
                        who has not performed services for an Employer during
                        the 1-year period ending on the Top-Heavy Determination
                        Date shall not be taken into account.

              (d)  "Permissive Aggregation Group" means the Required
                    Aggregation Group of plans plus any other plan or plans of
                    the Employer which, when considered as a group with the
                    Required Aggregation Group, would continue to satisfy the
                    requirements of Code Sections 401(a)(4) and 410.

              (e)  "Required Aggregation Group" means (i) each qualified plan
                    of the Employer in which at least one Key Employee
                    participates or participated at any time during the
                    Determination Period (regardless of whether the plan has
                    terminated), and (ii) any other qualified plan of the
                    Employer which enables a plan described in (i) to meet the
                    requirements of Code Section 401(a)(4) or 410.

                    Notwithstanding the foregoing, effective for Plan Years
                    beginning after December 31, 2001, the Required Aggregation
                    Group shall exclude qualified plans that consist solely of a
                    safe harbor cash or deferred arrangement under Code
                    Section 401(k)(12) and safe harbor matching contributions
                    under Code Section 401(m)(11).

               (f)  "Top-Heavy Determination Date" means the first Plan Year,
                    the last day of the preceding Plan Year or, for the first
                    Plan Year of the Plan, the last day of that year.

               (g)  "Present Value" shall be based on the interest assumption
                    and post-retirement mortality assumption specified in the
                    defined benefit plan.

               (h)  "Employer" means the Employer and all Affiliates except for
                    purposes of determining ownership under Code
                    Section 416(i)(1).

     9.2. TOP-HEAVY PLAN REQUIREMENTS.

          (a)  Except as otherwise provided in (ii) and (iii) below, the
               Employer contributions and forfeitures allocated on behalf of any
               Participant who is not a Key Employee shall not be less than the
               lesser of five percent of such Participant's Section 415
               Compensation, as limited by Code Section 401(a)(17), or in the
               case where the Employer has no defined benefit plan

                                       45
<Page>

               which designates this Plan to satisfy Code Section 401, the
               largest percentage of Employer contributions and forfeitures, as
               a percentage of any Key Employee's Section 415 Compensation, as
               limited by Code Section 401(a)(17), allocated on behalf of any
               Key Employee for that year. The minimum allocation is determined
               without regard to any Social Security contribution. This minimum
               allocation shall be made even though, under other Plan
               provisions, the Participant would not otherwise be entitled to
               receive an allocation, or would have received a lesser allocation
               for the year because of (A) the Participant's failure to complete
               1,000 Hours of Service (or any equivalent provided in the Plan),
               (B) the Participant's failure to make mandatory employee
               contributions to the Plan, or (C) Section 415 Compensation less
               than a stated amount.

               Effective for Plan Years after December 31, 2001, Employer
               Matching Contributions shall be taken into account for purposes
               of satisfying the minimum allocation requirements of
               Section 416(c)(2) of the Code and Section 9.2 of the Plan. The
               preceding sentence shall apply with respect to Employer Matching
               Contributions under the Plan or, if under subsection (iii)
               immediately below, the minimum allocation requirement shall be
               met in another plan, such other plan. Employer Matching
               Contributions that are used to satisfy the minimum allocation
               requirements shall be treated as Employer Matching Contributions
               for purposes of the Contribution Percentage Test and other
               requirements of Section 401(m) of the Code and Section 4.5 of the
               Plan.

              (i)  The provision in (a) above shall not apply to any Participant
                   who was not employed by the Employer or an Affiliate on the
                   last day of the Plan Year.

              (ii) The provision in (a) above shall not apply to any Participant
                   to the extent the Participant is covered under any other plan
                   or plans of the Employer and the Employer's contribution and
                   forfeitures allocated under such plan or plans are equal to
                   or exceed the amount required to be allocated under (a)
                   above.

          (b)  The minimum allocation required (to the extent required to be
               nonforfeitable under Code Section 416(b)) may not be forfeited
               under Code Section 411(a)(3)(B) or 411(a)(3)(D).

                                       46
<Page>

                                   ARTICLE X.
                       POWERS AND DUTIES OF PLAN COMMITTEE

    10.1. APPOINTMENT OF PLAN COMMITTEE.

          (a)  The Board of Directors of the Company (the "Board of Directors")
               or its duly authorized designee shall name a Plan Committee (the
               "Committee") to consist of not less than 3 persons to serve as
               administrator and a named fiduciary of the Plan. Any person,
               including directors, shareholders, officers, and employees of the
               Employer, shall be eligible to serve on the Committee. Every
               person appointed as a member of the Committee shall signify his
               or her acceptance in writing to the Board of Directors or its
               duly authorized designee.

          (b)  Members of the Committee shall serve at the pleasure of the Board
               of Directors or its designee and may be removed by the Board of
               Directors or its designee at any time with or without cause. Any
               member of the Committee may resign by delivering his or her
               written resignation to the Board of Directors or its designee,
               and such resignation shall become effective at delivery or at any
               later date specified therein. Vacancies in the Committee shall be
               filled by the Board of Directors or its designee.

          (c)  Usual and reasonable expenses of the Committee shall be paid by
               the Trustee out of the principal or income of the Trust Fund
               except to the extent the Employer agrees to pay such expenses in
               whole or in part. The members of the Committee shall not receive
               any compensation for their services as such.

    10.2. POWERS AND DUTIES OF COMMITTEE. Except as otherwise provided in this
Article X, the Committee shall have final and binding discretionary authority to
control and manage the operation and administration of the Plan, including all
rights and powers necessary or convenient to the carrying out of its functions
hereunder, whether or not such rights and powers are specifically enumerated
herein. In exercising its responsibilities hereunder, the Committee may manage
and administer the Plan through the use of agents who may include employees of
the Employer.

     Without limiting the generality of the foregoing, and in addition to the
other powers set forth in this Article X, the Committee shall have the following
discretionary authorities:

          (a)  To construe and interpret the Plan, decide all questions of
               eligibility, and determine the amount, manner, and time of
               payment of any benefits hereunder;

          (b)  To prescribe procedures to be followed by Participants or
               Beneficiaries filing applications for benefits;

                                       47
<Page>

          (c)  To prepare and distribute, in such manner as the Committee
               determines to be appropriate, information explaining the Plan;

          (d)  To request and receive from the Employer, Participants, and
               others such information as shall be necessary for the proper
               administration of the Plan;

          (e)  To furnish to the Employer, upon request, such annual and other
               reports with respect to the administration of the Plan as are
               reasonable and appropriate;

          (f)  To review the performance of the Trustee and any Investment
               Manager of the Trust Fund;

          (g)  To establish investment guidelines and objectives for the Trustee
               or any Investment Manager;

          (h)  To appoint one or more Investment Managers to manage any assets
               of the Plan and to remove any such Investment Managers in
               accordance with Section 10.7(c);

          (i)  To appoint one or more trustees;

          (j)  To review Trustee records of the Participant loans and to
               maintain, in addition, accurate records of such loans internally;

          (k)  To receive, review, and retain (as it deems convenient or proper)
               reports of the investments and the receipts and disbursements of
               the Trust Fund from the Trustee and/or any Investment Managers;
               and

          (l)  To add or delete investment Funds under Section 6.2.

    10.3. COMMITTEE PROCEDURES.

          (a)  The Committee may adopt such bylaws and regulations as it deems
               desirable for the conduct of its affairs.

          (b)  A majority of the members of the Committee at the time in office
               shall constitute a quorum for the transaction of business. All
               resolutions or other actions taken by the Committee at any
               meeting shall be by the vote of the majority of the members of
               the Committee present at the meeting. The Committee may act
               without a meeting by written consent of a majority of its
               members.

          (c)  The Committee may elect one of its members as chairman and shall
               appoint a secretary, who may or may not be a Committee member,
               and shall advise the Trustee and the Employer of such actions in
               writing. The

                                       48
<Page>

               secretary shall keep a record of all actions of the Committee and
               shall forward all necessary communications to the Employer or the
               Trustee.

          (d)  Filing or delivery of any document with or to the secretary of
               the Committee in person or by registered or certified mail,
               addressed in care of the Company, is deemed a filing with or
               delivery to the Committee.

    10.4. CONSULTATION WITH ADVISORS. The Committee (or any fiduciary
designated by a Committee pursuant to Section 10.8) may employ or consult with
counsel, actuaries, accountants, physicians or other advisors (who may be
counsel, actuaries, accountants, physicians or other advisors for the Employer).

    10.5. COMMITTEE MEMBERS AS PARTICIPANTS. The Committee member may also be a
Participant, but no Committee member shall have power to take part in any
discretionary decision or action affecting his or her own interest as a
Participant under this Plan unless such decision or action is upon a matter
which affects all other Participants similarly situated and confers no special
right, benefit or privilege not simultaneously conferred upon all other such
Participants.

    10.6. RECORDS AND REPORTS. The Committee shall take all such action as it
deems necessary or appropriate to comply with governmental laws and regulations
relating to the maintenance of records, notifications to Participants,
registrations with the Internal Revenue Service, reports to the U.S. Department
of Labor and all other requirements applicable to the Plan.

    10.7. INVESTMENT POLICY.

          (a)  The Committee from time to time shall determine the type of
               investment options to be held in the Plan. The Committee shall
               determine the investment Funds, as well as the Plan's short-term
               and long-term financial needs, with which the investment policy
               of the Trust shall be appropriately coordinated, and such needs
               shall be communicated from time to time to the Trustee,
               Investment Managers or others having any responsibility for
               management and control of the Trust assets.

          (b)  Subject to the provisions of Section 6.2 and to (c) below, the
               Trustee shall have exclusive authority and discretion to manage
               and control the assets of the Trust pursuant to an investment
               policy coordinated with the needs of the Plan as determined by
               the Committee.

          (c)  The Committee may in its discretion appoint itself or one or more
               Investment Managers to manage (including the power to acquire and
               dispose of) any assets of the Plan pursuant to an investment
               policy coordinated with the needs of the Plan as determined by
               the Committee, in which event the Trustee shall not be liable for
               the acts or omissions of the Committee or any such Investment
               Manager or be under an obligation to

                                       49
<Page>

               invest or otherwise manage any asset of the Plan which is subject
               to the management of the Committee or any such Investment Manager
               except as directed. Any such Investment Manager shall acknowledge
               in writing that he/she is a fiduciary with respect to the Plan.

          (d)  The term "Investment Manager" shall mean: (i) a registered
               investment adviser under the Investment Advisers Act of 1940;
               (ii) a bank as defined in the Investment Advisers Act of 1940; or
               (iii) an insurance company qualified under the laws of more than
               one state to manage, acquire and dispose of plan assets.

    10.8. DESIGNATION OF OTHER FIDUCIARIES. The Committee may designate in
writing other persons to carry out a specified part or parts of its
responsibilities hereunder (including the power to designate other persons to
carry out a part of such designated responsibility), but not including the power
to appoint Investment Managers. Any such designation shall be accepted by the
designated person, who shall acknowledge in writing that he/she is a fiduciary
with respect to the Plan.

    10.9. OBLIGATIONS OF COMMITTEE.

          (a)  The Committee or its properly authorized delegate shall make such
               determinations as are necessary to accomplish the purposes of the
               Plan with respect to individual Participants or classes of such
               Participants. The Employer shall notify the Committee of facts
               relevant to such determinations, including, without limitation,
               length of service, compensation for services, dates of death,
               permanent disability, granting or terminating of leaves of
               absence, ages, retirement and termination of service for any
               reason (but indicating such reason), and termination of
               participation. The Employer shall also be responsible for
               notifying the Committee of any other facts which may be necessary
               for the Committee to discharge its responsibilities hereunder.

          (b)  The Committee is hereby authorized to act solely upon the basis
               of such notifications from the Employer and to rely upon any
               document or signature believed by the Committee to be genuine and
               shall be fully protected in so doing. For the purpose of this
               Section, a letter or other written instrument signed in the name
               of the Employer by any officer thereof shall constitute a
               notification therefrom; except that any action by the Company or
               its Board of Directors with respect to the appointment or removal
               of a member of a Committee or the amendment of the Plan and Trust
               or the designation of a group of employees to which the Plan is
               applicable shall be evidenced by an instrument in writing, signed
               by a duly authorized officer or officers, certifying that said
               action has been authorized and directed by a resolution of the
               Board of Directors of the Company.

                                       50
<Page>

          (c)  The Committee shall notify the Trustee of its actions and
               determinations affecting the responsibilities of the Trustee and
               shall give the Trustee directions as to payments or other
               distributions from the Trust Fund to the extent they may be
               necessary for the Trustee to fulfill the terms of the Trust
               Agreement.

          (d)  The Committee shall be under no obligation to enforce payment of
               contributions hereunder or to determine whether contributions
               delivered to the Trustee comply with the provisions hereof
               relating to contributions, and is obligated only to administer
               this Plan pursuant to the terms hereof.

    10.10. INDEMNIFICATION OF THE COMMITTEE. The Company shall indemnify the
Committee, members of the Committee, and their authorized delegates who are
employees of the Employer for any liability or expenses, including attorneys'
fees, incurred in the defense of any threatened or pending action, suit or
proceeding by reason of their status as members of the Committee or its
authorized delegates, to the full extent permitted by the law of the Company's
state of incorporation.

                                       51
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                                   ARTICLE XI.
                             TRUSTEE AND TRUST FUND

    11.1. TRUST FUND. A Trust Fund to be known as the CCC Information Services
Inc. 401(k) Retirement Savings & Investment Trust (herein referred to as the
"Trust" or the "Trust Fund") has been established by the execution of a trust
agreement with one or more Trustees and is maintained for the purposes of this
Plan and other qualified plans of the Company and its Affiliates. The assets of
the Trust will be held, invested, and disposed of by the Trustee, in accordance
with the terms of the Trust, for the benefit of the Participants and their
Beneficiaries.

    11.2. PAYMENTS TO TRUST FUND AND EXPENSES. All contributions hereunder will
be paid into and credited to the Trust Fund and all benefits hereunder and
expenses chargeable thereto will be paid from the Trust Fund and charged
thereto.

    11.3. TRUSTEE'S RESPONSIBILITIES. The powers, duties, and responsibilities
of the Trustee shall be as set forth in the Trust Agreement and nothing
contained in this Plan, either expressly or by implication, shall impose any
additional powers, duties or responsibilities upon the Trustee.

    11.4. REVERSION TO AN EMPLOYER. An Employer has no beneficial interest in
the Trust Fund and no part of the Trust Fund shall ever revert or be repaid to
an Employer, directly or indirectly, except that an Employer shall, upon written
request, have a right to recover:

          (a)  within one year of the date of payment of a contribution by such
               Employer, any amount (less any losses attributable thereto)
               contributed through a mistake of fact;

          (b)  within one year of the date on which any deduction for a
               contribution by such Employer under Code Section 404 is
               disallowed, an amount equal to the amount disallowed (less any
               losses attributable thereto); and

          (c)  at the termination of the Plan, any amounts with respect to its
               employees remaining in the Excess Forfeiture Suspense Account.

    11.5. ALLOCATION OF ASSETS. The Trust Fund may also include assets
attributable to contributions made by the Company and its Affiliates to fund
other defined contribution plans maintained by the Company and its Affiliates.
In this event, separate accounting for assets in the Trust Fund shall be kept by
the Company and Trustee so that the value of assets attributable to the Plan is
readily ascertainable.

                                       52
<Page>

                                  ARTICLE XII.
                            AMENDMENT OR TERMINATION

    12.1. AMENDMENT. While it is intended that the Plan shall continue in
effect indefinitely, the Company reserves the right at any time or from time to
time to modify or amend the Plan or to discontinue contributions thereto.

    12.2. TERMINATION. The Company reserves the right to terminate this Plan at
any time.

    12.3. FORM OF AMENDMENT, DISCONTINUANCE OF EMPLOYER CONTRIBUTIONS, AND
TERMINATION. Any amendment, discontinuance of Employer contributions or
termination shall be made only by resolution of the Board of Directors of the
Company or by any person so duly authorized by the Board of Directors.

    12.4. LIMITATIONS ON AMENDMENTS. The provisions of this Article are subject
to the following restrictions:

          (a)  Except as provided in Section 11.4, no amendment shall operate
               either directly or indirectly to give the Employer any interest
               whatsoever in any funds or property held by the Trustee under the
               terms hereof, or to permit corpus or income of the Trust to be
               used for or diverted to purposes other than the exclusive benefit
               of the Participants and their Beneficiaries.

          (b)  Except to the extent necessary to conform to the laws and
               regulations or to the extent permitted by any applicable law or
               regulation, no amendment shall operate either directly or
               indirectly to deprive any Participant of his or her
               nonforfeitable beneficial interest in his or her Accounts as of
               the date of the amendment.

          (c)  No amendment shall change any vesting schedule unless each
               Participant who has completed 3 or more Years of Service is
               permitted to elect to have the nonforfeitable percentage of his
               or her Matching Account computed under the Plan without regard to
               such amendment. The period for making such election shall
               commence no later than the date of the adoption of such amendment
               and shall expire no earlier than 60 days after the latest of the
               following dates: (i) the date the Plan amendment is adopted, (ii)
               the date the Plan amendment becomes effective, or (iii) the date
               the Participant is issued written notice of the Plan amendment by
               the Committee. Notwithstanding the foregoing, no election need be
               offered to a Participant whose nonforfeitable percentage of his
               or her Matching Account cannot at any time be lower than such
               percentage determined without regard to such amendment.

          (d)  Except as permitted by applicable law, no amendment shall
               eliminate or reduce an early retirement benefit or a
               retirement-type subsidy or eliminate an optional form of benefit.

                                       53
<Page>

    12.5. LEVEL OF BENEFITS UPON MERGER. This Plan shall not merge or
consolidate with, or transfer assets or liabilities to, any other plan, unless
each Participant shall be entitled to receive a benefit immediately after said
merger, consolidation or transfer (if such other plan were then terminated)
which shall be not less than the benefit he/she would have been entitled to
receive immediately before said merger, consolidation or transfer (if this Plan
were then terminated).

    12.6. VESTING UPON TERMINATION OR DISCONTINUANCE OF EMPLOYER CONTRIBUTIONS;
LIQUIDATION OF TRUST.

          (a)  This Plan shall be deemed terminated if and only if the Plan
               terminates by operation of law or pursuant to Section 12.2. In
               the event of any termination or partial termination within the
               meaning of the Code, or in the event the Employer permanently
               discontinues the making of contributions to the Plan, the
               Matching Account of each affected Participant who is employed by
               the Employer on the date of the occurrence of such event shall be
               nonforfeitable; provided, however, that in no event shall any
               Participant or Beneficiary have recourse to other than the Trust
               Fund for the satisfaction of benefits hereunder.

          (b)  In the event the Employer permanently discontinues the making of
               contributions to the Plan, the Trustee shall make or commence
               distribution, to each Participant or his or her Beneficiaries, of
               the value of such Participant's Accounts as provided herein
               within the time prescribed in Article VII. However, if, after
               such discontinuance, the Company shall determine it to be
               impracticable to continue the Trust any longer, the Company may,
               in its discretion, declare the date of termination of the Plan to
               be the Valuation Date for all Participants for whom a Valuation
               Date has not yet occurred. Such date shall also constitute the
               final distribution date for each Participant or Beneficiary whose
               Accounts are being distributed in installments.

          (c)  The liquidation of the Trust, if any, in connection with any Plan
               termination shall be accomplished by the Committee acting on
               behalf of the Company. After directing that sufficient funds be
               set aside to provide for the payment of all expenses incurred in
               the administration of the Plan and the Trust, to the extent not
               paid or provided for by the Employer, the Committee shall, as
               promptly as shall then be reasonable under the circumstances,
               liquidate the Trust assets and distribute to each Participant or
               Beneficiary his or her share in the Trust Fund. Notwithstanding
               the foregoing, if the Employer or an Affiliate maintains another
               defined contribution plan, other than an employee stock ownership
               plan (as defined in Code Section 4975(e) or 409) or a simplified
               employee pension plan (as defined in Code Section 408(k)), the
               Before-Tax Account of such Participant shall be transferred to
               such other plan; provided, however, that if fewer than 2% of the
               Participants in this Plan at the time this Plan is

                                       54
<Page>

               terminated are or were eligible to participate under such other
               defined contribution plan at any time during the 24-month period
               beginning 12 months before the time of termination, the
               Before-Tax Account shall be treated in the same manner as the
               Participant's remaining Accounts. The Participant's remaining
               Accounts (and, if such other defined contribution plan does not
               meet the requirements described above, the Participant's
               Before-Tax Account) shall be transferred to such other plan
               unless the vested balance of such Accounts does not exceed $3,500
               ($5,000 effective beginning with the 1998 Plan Year) (or at the
               time of any prior distribution did not exceed $5,000) or the
               Participant consents to the distribution of such Accounts. For
               purposes of the preceding sentence, effective October 17, 2000,
               the non-consensual cash-out limit will be applied at the time of
               transfer or distribution, regardless of whether the balance in
               the Accounts was less than $5,000 at the time of any previous
               distribution. Upon completion of such liquidation and
               distribution, the Trust shall finally and completely terminate.
               In the event the Committee is no longer in existence, the actions
               to be taken by the Committee pursuant to this Section shall be
               taken by the Trustee.

                                       55
<Page>

                                  ARTICLE XIII.
                                  MISCELLANEOUS

    13.1. NO GUARANTEE OF EMPLOYMENT, ETC. Neither the creation of the Plan nor
anything contained in the Plan or trust agreement shall be construed as a
contract of employment between the Employer and the Participant or as giving any
Participant hereunder or other employee of the Employer any right to remain in
the employ of the Employer, any equity or other interest in the assets, business
or affairs of the Employer, or any right to complain about any action taken or
any policy adopted or pursued by the Employer.

    13.2. NONALIENATION.

          (a)  Except as may be provided in the Plan with respect to loans to
               Participants, no Participant shall have any right to sell,
               assign, pledge, hypothecate, anticipate or in any way create a
               lien upon any part of the Trust Fund. Except to the extent
               required by law or provided in the Plan, no interest in the Trust
               Fund, or any part thereof, shall be assignable in or by operation
               of law, or be subject to liability in any way for the debts or
               defaults of Participants, their Beneficiaries, spouses or
               heirs-at-law, whether to the Employer or to others.

          (b)  Prior to the time that distributions are to be made hereunder,
               the Participants, their spouses, Beneficiaries, heirs-at-law or
               legal representatives shall have no right to receive cash or
               other things of value from the Employer or the Trustee from or as
               a result of the Plan and Trust.

          (c)  Notwithstanding the foregoing, effective August 5, 1997, for
               judgments, orders and decrees issued, and settlements, a
               Participant's benefit in the Plan may be reduced to satisfy
               liabilities of the Participant to the Plan due to (a) the
               Participant's conviction of a crime involving the Plan; (b) a
               civil judgment (or consent order or decree) entered by a court or
               an action brought in connection with a violation of the fiduciary
               provisions of ERISA; or (c) a settlement agreement between the
               Secretary of Labor or the PBGC and the Participant in connection
               with a violation of the fiduciary provisions of ERISA. To be
               effective, the court order establishing such liability must
               require that the Participant's benefit in the Plan be applied to
               satisfy the liability. Spousal consent is required to offset the
               liability, unless the court order also requires the spouse to pay
               an amount to the Plan.

    13.3. QUALIFIED DOMESTIC RELATIONS ORDER. Notwithstanding anything in this
Plan to the contrary, the Committee shall distribute a Participant's Accounts,
or any portion thereof, in accordance with the terms of any domestic relations
order entered on or after January 1, 1985, which the Committee determines to be
a qualified domestic relations order described in Code Section 414(p). Further
notwithstanding any other provision of this Plan to the contrary, such
distribution of a Participant's Accounts, or any portion thereof, to an
alternate payee under a

                                       56
<Page>

qualified domestic relations order shall, unless such order otherwise provides,
be made in one lump sum, as soon as administratively practicable, after the
Committee has determined that a domestic relations order is a qualified domestic
relations order described in Code Section 414(p).

    13.4. CONTROLLING LAW. To the extent not preempted by the laws of the
United States of America, the laws of the State of Illinois shall be the
controlling state law in all matters relating to the Plan.

    13.5. SEVERABILITY. If any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts of this Plan, but this Plan shall be construed and enforced as
if said illegal or invalid provision had never been included herein.

    13.6. NOTIFICATION OF ADDRESSES. Each Participant and each Beneficiary of a
deceased Participant shall file with the Committee from time to time in writing
his or her post-office address and each change of post-office address. Any
communication, statement or notice addressed to the last post-office address
filed with the Committee, or if no such address was filed with the Committee,
then to the last post-office address of the Participant or Beneficiary as shown
on the Employer's records, will be binding on the Participant and his or her
Beneficiary for all purposes of this Plan, and neither the Committee nor the
Employer shall be obliged to search for or ascertain the whereabouts of any
Participant or Beneficiary.

    13.7. GENDER AND NUMBER. Whenever the context requires or permits, the
gender and number of words used herein shall be interchangeable.

                                       57
<Page>

                                  ARTICLE XIV.
                             ADOPTION BY AFFILIATES

    14.1. ADOPTION OF PLAN. Subject to any resolution or terms of any agreement
approved by the Board of Directors of the Company or a committee thereof to the
contrary, any Affiliate may adopt this Plan for the benefit of its eligible
employees if authorized to do so by the Board of Directors of the Company. Such
adoption shall be by resolution of such Affiliate's board of directors, a
certified copy of which shall be filed with the Company, the Committee, and the
Trustee. Upon such adoption, such Affiliate shall become an "Employer."

    14.2. THE COMPANY AS AGENT FOR EMPLOYER. Each Employer which has adopted
this Plan pursuant to Section 14.1 hereby irrevocably gives and grants to the
Company full and exclusive power conferred upon it by the terms of the Plan and
Trust to take or refrain from taking any and all action which such Employer
might otherwise take or refrain from taking with respect to the Plan, including
sole and exclusive power to exercise, enforce or waive any rights whatsoever
which such Employer might otherwise have with respect to the Trust, and each
such Employer, by adopting this Plan, irrevocably appoints the Company its agent
for such purposes. Neither the Trustee, the Committee, nor any other person
shall have any obligation to account to any such Employer or to follow the
instructions of or otherwise deal with any such Employer, the intention being
that all persons shall deal solely with the Company as if it were the sole
company which had adopted this Plan. Each such Employer shall contribute such
amounts as determined under Article IV.

    14.3. ADOPTION OF AMENDMENTS. Any Employer which adopts this Plan pursuant
to Section 14.1 may amend this Plan with respect to its own employees by
resolution of its board of directors, if authorized to do so by the Board of
Directors of the Company or any person so duly authorized by the Board of
Directors of the Company. Any Employer shall be deemed conclusively to have
assented to any amendment of this Plan by the Company without the necessity of
any affirmative action on the part of such Employer.

    14.4. TERMINATION. Any Employer which adopts this Plan pursuant to
Section 14.1 may terminate this Plan with respect to its own employees by
resolution of its board of directors, if authorized to do so by the Board of
Directors of the Company, or any person so duly authorized by the Board of
Directors of the Company.

    14.5. DATA TO BE FURNISHED BY EMPLOYERS. Each Employer which adopts this
Plan pursuant to Section 14.1 shall furnish information and maintain such
records with respect to its Participants as called for hereunder, and its
determinations and notifications with respect thereto shall have the same force
and effect as comparable determinations by the Company with respect to its
Participants.

    14.6. JOINT EMPLOYERS. If a Participant receives Considered Compensation
during a Plan Year from more than one Employer, the total amount of such
Considered Compensation shall be considered for the purposes of the Plan, and
the respective Employers shall share in contributions to the Plan on account of
said Participant based on the Considered Compensation paid to such Participant
by the Employer.

                                       58
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    14.7. EXPENSES. Each Employer shall pay such part of any expenses incurred
in the administration of the Plan as the Company shall determine.

    14.8. WITHDRAWAL. An Employer may withdraw from the Plan by giving 60 days'
written notice of its intention to the Company and the Trustee, unless a shorter
notice shall be agreed to by the Company.

    14.9. PRIOR PLANS. If an Employer adopting the Plan already maintains a
defined contribution plan covering employees who will be covered by this Plan,
it may, with the consent of the Company, provide in its resolution adopting this
Plan for the termination of its own plan or for the merger, restatement, and
continuation of its own plan by this Plan. In either case, such Employer may,
subject to the approval of the Company, provide in its resolution of adoption of
this Plan for the transfer of the assets of such plan to the Trust for this Plan
for the payment of benefits accrued under such other plan.

     IN WITNESS WHEREOF, the Company has caused this amendment and restatement
of the Plan to be executed by its duly authorized officer.

                                              CCC INFORMATION SERVICES INC.

                                              By /s/ Oliver G. Prince, Jr.
                                                --------------------------------

                                              Its Senior Vice President
                                                 -------------------------------

                                              Date February 27, 2002
                                                  ------------------------------

                                       59

</TEXT>
</DOCUMENT>
