OSULLIVAN INDUSTRIES HOLDINGS INC
AMENDED/RESTATED SAVINGS AND PROFIT SHARING PLAN
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>5
<FILENAME>c71961exv10w29.txt
<DESCRIPTION>AMENDED/RESTATED SAVINGS AND PROFIT SHARING PLAN
<TEXT>
<PAGE>
                                                                   Exhibit 10.29





                      O'SULLIVAN INDUSTRIES HOLDINGS, INC.

                         SAVINGS AND PROFIT SHARING PLAN

                  (AMENDED AND RESTATED EFFECTIVE JULY 1, 1997)


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                                TABLE OF CONTENTS

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ARTICLE I INTRODUCTION.......................................................................1


ARTICLE II DEFINITIONS.......................................................................2

   2.01   ACCOUNTS...........................................................................2

   2.02   ADMINISTRATIVE COMMITTEE...........................................................2

   2.03   AFFILIATE..........................................................................2

   2.04   ANNUAL COMPENSATION................................................................2

   2.05   BENEFICIARY........................................................................2

   2.06   DISTRIBUTION DATE..................................................................3

   2.07   CODE...............................................................................3

   2.08   DISABILITY, OR PERMANENT AND TOTAL DISABILITY......................................3

   2.09   EFFECTIVE DATE.....................................................................3

   2.10   EMPLOYEE...........................................................................3

   2.11   EMPLOYEE PRE-TAX...................................................................3

   2.12   EMPLOYEE PRE-TAX CONTRIBUTIONS ACCOUNT.............................................3

   2.13   EMPLOYER...........................................................................4

   2.14   EMPLOYER DISCRETIONARY MATCHING CONTRIBUTIONS......................................4

   2.15   EMPLOYER MATCHING CONTRIBUTIONS....................................................4

   2.16   EMPLOYER MATCHING CONTRIBUTIONS ACCOUNT............................................4

   2.17   EMPLOYER PROFIT SHARING CONTRIBUTIONS..............................................4

   2.18   EMPLOYER PROFIT SHARING CONTRIBUTIONS ACCOUNT......................................4

   2.19   ENTRY DATE.........................................................................4

   2.20   HIGHLY COMPENSATED EMPLOYEE........................................................4

   2.21   HOUR OF SERVICE....................................................................5

   2.22   INVESTMENT FUND....................................................................6

   2.23   LEASED EMPLOYEE....................................................................6

   2.24   NON-HIGHLY COMPENSATED EMPLOYEE....................................................6

   2.25   ONE-YEAR BREAK IN SERVICE..........................................................6

   2.26   PARTICIPANT........................................................................7

   2.27   PLAN...............................................................................7
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   2.28   PLAN YEAR..........................................................................7

   2.29   RETIREMENT DATE....................................................................7

   2.30   ROLLOVER CONTRIBUTIONS.............................................................7

   2.31   ROLLOVER ACCOUNT...................................................................7

   2.32   SAFE HARBOR MATCHING CONTRIBUTIONS.................................................8

   2.33   SIX MONTHS OF ELIGIBILITY..........................................................8

   2.34   SPONSORING EMPLOYER................................................................8

   2.35   STOCK..............................................................................8

   2.36   TRUST..............................................................................8

   2.37   VALUATION DATE.....................................................................8

   2.38   YEAR OF ELIGIBILITY SERVICE........................................................8

   2.39   YEAR OF VESTING SERVICE............................................................8


ARTICLE III  ELIGIBILITY....................................................................10

   3.01   ELIGIBILITY TO PARTICIPATE........................................................10

   3.02   PARTICIPATION UPON REEMPLOYMENT...................................................10

   3.03   ENROLLMENT........................................................................10

   3.04   TRANSFERS OF EMPLOYMENT OR CHANGES IN EMPLOYMENT..................................10


ARTICLE IV  CONTRIBUTIONS...................................................................12

   4.01   EMPLOYEE PRE-TAX CONTRIBUTIONS....................................................12

   4.02   CHANGE OF ELECTION................................................................13

   4.03   SUSPENSION AND RECOMMENCEMENT OF CONTRIBUTIONS....................................13

   4.04   CATCH UP CONTRIBUTIONS............................................................13

   4.05   EMPLOYER MATCHING CONTRIBUTIONS...................................................13

   4.06   EMPLOYER DISCRETIONARY MATCHING CONTRIBUTIONS.....................................13

   4.07   SAFE HARBOR MATCHING CONTRIBUTIONS................................................14

   4.08   EMPLOYER PROFIT SHARING CONTRIBUTIONS.............................................15

   4.09   LIMIT ON EMPLOYER CONTRIBUTIONS...................................................15

   4.10   NONDISCRIMINATION TESTING.........................................................15

   4.11   USE OF FORFEITURES................................................................20

   4.12   TIME FOR PAYMENT OF CONTRIBUTION..................................................21

   4.13   TRUST FUND........................................................................21

   4.14   ROLLOVER CONTRIBUTIONS............................................................21
</TABLE>



                                      -ii-
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ARTICLE V PARTICIPANTS' ACCOUNTS............................................................23

   5.01   PARTICIPANTS' ACCOUNTS............................................................23

   5.02   COMMINGLING OF ACCOUNTS...........................................................23

   5.03   ALLOCATION OF EMPLOYER MATCHING CONTRIBUTIONS.....................................23

   5.04   ALLOCATION OF EMPLOYER PROFIT SHARING CONTRIBUTIONS...............................23


ARTICLE VI HARDSHIP WITHDRAWALS AND PARTICIPANT LOANS.......................................24

   6.01   HARDSHIP WITHDRAWALS..............................................................24

   6.02   PARTICIPANT LOANS.................................................................25


ARTICLE VII INVESTMENTS.....................................................................28

   7.01   INVESTMENT DIRECTION..............................................................28

   7.02   INVESTMENT FUNDS..................................................................28

   7.03   LIMITATION ON INVESTMENT IN STOCK.................................................28

   7.04   LIMITATIONS ON OFFICER TRANSACTIONS...............................................29


ARTICLE VIII VALUATION OF TRUST AND ADJUSTMENT OF ACCOUNTS..................................30

   8.01   TIME OF VALUATION.................................................................30

   8.02   VALUATION ADJUSTMENT..............................................................30

   8.03   METHOD OF VALUATION...............................................................30

   8.04   TRUSTEE'S AND ADMINISTRATIVE COMMITTEE'S DETERMINATIONS BINDING...................30


ARTICLE IX TERMINATION OF PARTICIPATION--AMOUNT OF BENEFITS.................................31

   9.01   GENERAL...........................................................................31

   9.02   MAXIMUM BENEFIT AMOUNT............................................................31

   9.03   BENEFITS AT RETIREMENT, DEATH OR DISABILITY.......................................31

   9.04   BENEFIT AT OTHER TERMINATION; VESTING.............................................31

   9.05   REPAYMENT UPON REENTRY INTO PLAN..................................................32


ARTICLE X PAYMENT OF BENEFITS...............................................................33

   10.01  IN GENERAL........................................................................33

   10.02  PAYMENTS TO MINORS AND INCOMPETENTS...............................................33

   10.03  MANNER AND TIME OF PAYMENT........................................................33

   10.04  NO RIGHT TO COMPEL................................................................35

   10.05  TIME FOR PAYMENT IF BENEFITS NOT DETERMINABLE OR PAYMENT NOT PRACTICABLE..........35
</TABLE>



                                     -iii-
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   10.06  DIRECT ROLLOVER...................................................................35


ARTICLE XI TOP-HEAVY PROVISIONS.............................................................37

   11.01  APPLICATION.......................................................................37

   11.02  TOP HEAVY RATIOS..................................................................37

   11.03  SPECIAL MINIMUM BENEFIT...........................................................38

   11.04  KEY EMPLOYEE DEFINED..............................................................39

   11.05  AGGREGATION GROUP OF PLANS........................................................39

   11.06  SUBSEQUENT AMENDMENT..............................................................40

   11.07  TOP HEAVY VESTING SCHEDULE........................................................40


ARTICLE XII LIMITATIONS ON BENEFITS AND CONTRIBUTIONS.......................................41

   12.01  IN GENERAL........................................................................41

   12.02  MAXIMUM ANNUAL ADDITIONS..........................................................41

   12.03  CORRECTIVE ADJUSTMENTS............................................................42


ARTICLE XIII INALIENABILITY OF BENEFITS -- DESIGNATION OF BENEFICIARY.......................43

   13.01  INALIENABILITY....................................................................43

   13.02  DESIGNATION OF BENEFICIARY........................................................43

   13.03  QUALIFIED DOMESTIC RELATIONS ORDER................................................43


ARTICLE XIV ADMINISTRATION AND FIDUCIARY RESPONSIBILITY.....................................44

   14.01  COMMITTEE MEMBERS.................................................................44

   14.02  ADMINISTRATIVE RESPONSIBILITY.....................................................44

   14.03  FEES AND EXPENSES.................................................................44

   14.04  RECORDS AND REPORTS...............................................................44

   14.05  ADDITIONAL POWERS AND DUTIES OF THE ADMINISTRATIVE COMMITTEE......................44

   14.06  DELEGATION OF RESPONSIBILITIES....................................................45

   14.07  RULES AND REGULATIONS.............................................................45

   14.08  ORGANIZATION AND OPERATION........................................................45

   14.09  AUTHORIZATION OF BENEFIT DISTRIBUTIONS............................................46

   14.10  APPLICATION AND FORMS FOR BENEFITS................................................46

   14.11  INDEMNIFICATION...................................................................46

   14.12  ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES....................................46

   14.13  GENERAL FIDUCIARY LIABILITY.......................................................47
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   14.14  LIABILITY INSURANCE...............................................................47

   14.15  BONDING...........................................................................47

   14.16  NAMED FIDUCIARIES.................................................................47


ARTICLE XV AMENDMENT OF THE PLAN............................................................48

   15.01  IN GENERAL........................................................................48

   15.02  MERGER............................................................................48

   15.03  LIMITATION ON DISTRIBUTIONS.......................................................48


ARTICLE XVI CLAIMS PROCEDURES...............................................................49

   16.01  CLAIMS FOR BENEFITS...............................................................49

   16.02  APPEALS OF DENIED CLAIMS..........................................................49

   16.03  LIMITATIONS PERIOD................................................................51


ARTICLE XVII DISCONTINUANCE OF CONTRIBUTIONS -- TERMINATION OF PLAN.........................52

   17.01  INTENTION TO CONTINUE.............................................................52

   17.02  TERMINATION.......................................................................52

   17.03  NO FURTHER CONTRIBUTIONS..........................................................52

   17.04  ALLOCATIONS.......................................................................52

   17.05  DISTRIBUTION......................................................................52


ARTICLE XVIII THE TRUST FUND AND THE TRUSTEE................................................53


ARTICLE XIX QUALIFICATION...................................................................54

   19.01  QUALIFICATION.....................................................................54

   19.02  MISTAKE OF FACT OR DISALLOWED DEDUCTION...........................................54


ARTICLE XX MISCELLANEOUS....................................................................55

   20.01  NO GUARANTEE OF EMPLOYMENT........................................................55

   20.02  BENEFITS SOLELY FROM TRUST FUND...................................................55

   20.03  HEADINGS..........................................................................55

   20.04  NON-GENDER CLAUSE.................................................................55

   20.05  LOCATION OF PLAN DOCUMENTS........................................................55

   20.06  USERRA............................................................................55


ARTICLE XXI STOCK PROVISIONS................................................................56

   21.01  INVESTMENT IN EMPLOYER SECURITIES.................................................56
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   21.02  DISTRIBUTION OF STOCK.............................................................56

   21.03  VOTING AND TENDERING STOCK........................................................56

   21.04  STOCK CONTRIBUTIONS...............................................................57
</TABLE>



                                      -vi-


<PAGE>
                                   ARTICLE I
                                  INTRODUCTION

        O'Sullivan Industries Holdings, Inc. (the "Sponsoring Employer"), a
corporation organized under the laws of the State of Delaware, adopted the
O'Sullivan Industries Holdings, Inc. Savings and Profit Sharing Plan (the
"Original Plan") effective as of July 1, 1995, for the purpose of encouraging
employees to adopt a regular savings program and to thereby provide additional
security for their retirement. The Original Plan was thereafter amended on five
subsequent occasions.

        The Sponsoring Employer now desires to amend and restate the Original
Plan in its entirety generally effective as of July 1, 1997, in order to comply
with applicable changes in the law including the Small Business Job Protection
Act of 1996, the Taxpayer Relief Act of 1997, the Internal Revenue Service
Restructuring and Reform Act of 1998, the Community Renewal and Tax Relief Act
of 2000, and the Economic Growth and Tax Relief Reconciliation Act of 2001.
Further, effective as of January 1, 2003, this Plan restatement is intended to
satisfy "safe harbor" nondiscrimination requirements set forth in Section
401(k)(12) of the Internal Revenue Code.

        It is intended that the Plan be a discretionary profit sharing plan and
that it be approved and qualified by the Internal Revenue Service as satisfying
the pertinent requirements of the Internal Revenue Code, including Code Sections
401(a), 401(k), and 401(m). It is intended that the Employer may deduct for
federal income tax purposes its contributions to the Trust Fund, that
contributions so made and the income of the Trust Fund will not be taxable to
the participants as income until received, and that the income of the Trust Fund
shall be exempt from federal income tax. The Plan and Trust are designed to
permit the investment of up to 100% of the assets of the Plan in "qualifying
employer securities" within the meaning of Section 407(d)(5) of the Employee
Retirement Income Security Act of 1974, as amended.



                                       1
<PAGE>
                                   ARTICLE II
                                   DEFINITIONS

        As used in this Plan, the following terms have the meaning hereinafter
set forth, unless a different meaning is plainly required by the context:

        2.01 "Accounts." means a Participant's Employee Pre-Tax Contributions
Account, Employer Matching Contributions Account, Employer Profit Sharing
Contributions Account, Rollover Account and any other separate account or
sub-account established by the Committee for purpose of administering the Plan.
"Account" shall be a reference to any of the foregoing accounts.

        2.02 "Administrative Committee" or merely "Committee" or "Administrator"
means the Administrative Committee as provided in Article XIV hereof which shall
be the "Plan Administrator" and the agent for service of legal process under the
Plan.

        2.03 "Affiliate" means any entity that is affiliated with the Sponsoring
Employer within the meaning of Code Section 414(b), (c) or (m).

        2.04 "Annual Compensation" or simply "Compensation" means, with respect
to any Employee hereunder, such Employee's wages within the meaning of section
3401(a) of the Code and all other payments of compensation to an Employee by the
Employer (in the course of the Employer's trade or business) for which the
Employer is required to furnish the Employee a written statement under sections
6041(d), 6051(a)(3), and 6052 of the Code (i.e., W-2 wages) determined without
regard to any rules under section 3401(a) of the Code that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed, except as modified herein. The term "Compensation"
shall also include all elective contributions that are made by the Employer on
behalf of the Employee that are not includible in gross income under sections
125, 402(g)(3), 403(b), 457 and for Plan Years beginning on or after January 1,
2001, section 132(f)(4) of the Code. The term "Compensation" shall exclude all
reimbursements or other expense allowances, cash and noncash fringe benefits
(including, but not limited to, matching contributions credited for the
Participant under the O'Sullivan Industries Holdings, Inc. Stock Purchase
Program), moving expenses, deferred compensation, welfare benefits, amounts
realized from the exercise of a nonqualified stock option or when restricted
stock or property held by an Employee becomes freely transferable or is no
longer subject to a substantial risk of forfeiture, and amounts realized from
the sale, exchange or other disposition of stock acquired under a qualified
stock option. "Compensation" shall also take into account the amounts referenced
in this definition which are paid by the Employer to an Employee through another
person under the common paymaster provisions of Code Sections 3121(s) and
3306(p). Notwithstanding the foregoing, in no event shall the Compensation of an
Employee exceed the applicable dollar limitation, as adjusted, set forth in Code
Section 401(a)(17) ($200,000 for Plan Years commencing on and after July 1,
2002).

        2.05 "Beneficiary" shall mean the surviving spouse of a deceased
Participant; provided that, in the event that either (a) the deceased
Participant is not survived by a spouse, or (b) the surviving spouse has
consented, in writing witnessed by a notary public, to the designation of



                                       2
<PAGE>
another Beneficiary, then the person or persons (including a trust or other
entity) designated by the Participant, or if none, the Participant's estate.

        2.06 "Distribution Date" means the first day of the first period for
which a benefit is payable in any form under this Plan.

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

        2.08 "Disability," or "Permanent and Total Disability," means a
Participant's physical or mental condition which qualifies such Participant for
disability benefits under the O'Sullivan Industries Holdings, Inc. Long Term
Disability Plan; or if no such long term disability plan is maintained, then a
Participant's inability to engage in any substantial gainful activity because of
a physical or mental condition which permanently and totally prevents the
Participant from engaging in any occupation or employment for remuneration or
profit, except for the purpose of rehabilitation not incompatible with a finding
of permanent and total disability.

        2.09 "Effective Date" means July 1, 1995, the original effective date of
the Plan.

        2.10 "Employee" means any common law employee employed by the Employer,
excluding (a) any Leased Employee; (b) any employee who is included in a unit
covered by a collective bargaining agreement, unless the Employer and the
collective bargaining unit have agreed to coverage hereunder; (c) any "contract
employee," which is defined as any individual who is employed by any person or
entity other than the Employer to provide services for the employer; (d) any
"independent contractor" who receives an Internal Revenue Service Form 1099 (and
not Form W-2) from the Employer for services performed; and (e) any nonresident
alien (within the meaning of Code Section 7701(b)(1)(B)) who receives no earned
income (within the meaning of Code Section 911(d)(2)) from the Employer that
constitutes income from sources within the United States (within the meaning of
Code Section 861(a)(3)). Notwithstanding the foregoing, the Plan shall recognize
all periods of service performed by an individual employed by the Employer or an
Affiliate for purposes of eligibility and vesting hereunder, irrespective of the
fact that such individual is excluded from participating in the Plan by virtue
of being employed in an ineligible employment classification. The Employer's
employment classification of a person shall be binding and conclusive for all
purposes of the Plan and shall remain in effect regardless of any contrary
classification or reclassification of such person by any other person or entity,
including without limitation the Internal Revenue Service, the Department of
Labor or a court of competent jurisdiction.

        2.11 "Employee Pre-Tax Contributions" mean the salary deferral
contributions made on behalf of a Participant pursuant to Section 4.01.

        2.12 "Employee Pre-Tax Contributions Account" means the Account
established for a Participant to which shall be credited (a) his Employee
Pre-Tax Contribution and (b) the Account's respective share of any net
investment gains determined in accordance with Article VIII. From said Account,
its respective share of any net investment losses and expenses determined in
accordance with Article VIII, and any benefit payments or withdrawals since the
last Valuation Date shall be deducted. The value of the Participant's Employee
Pre-Tax Contributions Account shall be fully vested and nonforfeitable at all
times.



                                       3
<PAGE>
        2.13 "Employer" means the Sponsoring Employer and such other Affiliates
which have, with the consent of the Sponsoring Employer, adopted this Plan with
respect to their employees.

        2.14 "Employer Discretionary Matching Contributions" means the Employer
Discretionary Matching Contributions made pursuant to Section 4.05.

        2.15 "Employer Matching Contributions" means the Employer Matching
Contributions made pursuant to Section 4.04.

        2.16 "Employer Matching Contributions Account" means the Account
established for a Participant to which shall be credited (a) Employer Matching
Contributions, Employer Discretionary Matching Contributions and Safe Harbor
Matching Contributions and (b) the Account's proportionate share of any net
investment gains determined in accordance with Article VIII. From said Account,
its proportionate share of any net investment losses and expenses determined in
accordance with Article VIII, and any benefit payments or withdrawals since the
last Valuation Date shall be deducted. The value of the Participant's Employer
Matching Contributions Account shall be fully vested and nonforfeitable at all
times.

        2.17 "Employer Profit Sharing Contributions" means the Employer Profit
Sharing Contributions made pursuant to Section 4.06.

        2.18 "Employer Profit Sharing Contributions Account" means the Account
established for a Participant to which shall be credited (a) Employer Profit
Sharing Contributions and (b) the Account's proportionate share of any net
investment gains determined in accordance with Article VIII. From said Account,
its proportionate share of any net investment losses and expenses determined in
accordance with Article VIII, and any benefit payments or withdrawals since the
last Valuation Date shall be deducted. The Participant shall be vested in his
Employer Profit Sharing Contributions Account in accordance with the schedule
set forth in Article IX.

        2.19 "Entry Date" means the first day of any calendar month.

        2.20 "Highly Compensated Participant" means any individual employed by
the Employer who, during the preceding Plan Year:

               (a) Was at any time a five percent (5%) owner (as defined in
        Code Section 416(i)(1) of the Sponsoring Employer or any of its
        Affiliates; or

               (b) Received compensation (within the meaning of Code Section
        415(c)(3), except that such amount shall be determined without regard to
        Code Sections 125, 402(e)(3) and 402(h)(1)(B), which for purposes of
        this Section 2.20 shall be referred to as "HCE Compensation"), from the
        Sponsoring Employer and/or any of its Affiliates in excess of $80,000 or
        such other amount established by adjustments made pursuant to Code
        Section 414(q)(1).

        For purposes of the foregoing definition, "individual employed by the
Employer" shall include any individual formerly employed by the Employer who was
a Highly Compensated



                                       4
<PAGE>
Participant when he separated from service, or who was a Highly Compensated
Participant at any time after attaining age 55.

        The Administrative Committee shall make the determination of who is a
Highly Compensated Participant consistent with Code Section 414(q) and
regulations issued under that Code Section. The Employer may make a calendar
year election to determine the Highly Compensated Participants for the Plan
Year, as prescribed by the Treasury Regulations. A calendar year election must
apply to all plans and arrangements of the Employer.

        2.21 "Hour of Service" means and includes:

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

               (b) Each hour for which an individual employed by the Employer is
        directly or indirectly (as, for example, through an insurer to which the
        Employer or Affiliate pays premiums) paid, or entitled to payment, by
        the Employer or Affiliate on account of a period of time during which no
        duties are performed due to vacation, holiday, illness, incapacity
        (including disability), layoff, jury duty, military duty or leave of
        absence; and

               (c) Each hour for which back pay, irrespective of mitigation of
        damages, is either awarded or agreed to by the Employer or Affiliate.
        The same Hours of Service shall not be credited both under this
        subparagraph (c) and under either of subparagraph (a) or subparagraph
        (b) above.

        Notwithstanding the foregoing, crediting of Hours of Service pursuant to
the provisions of subparagraphs (b) and (c) above shall be subject to the
following limitations:

               (i) no more than 501 Hours of Service shall be credited to an
        individual employed by the Employer on account of any single continuous
        period during which such individual performs no duties.

               (ii) no Hours of Service shall be credited to an individual
        employed by the Employer with respect to hours for which such individual
        is paid or entitled to payment if such payment is made or due under a
        plan maintained solely for the purpose of complying with applicable
        workmen's compensation, or unemployment compensation or disability
        insurance laws; and

               (iii) no Hours of Service shall be credited for a payment to an
        individual employed by the Employer which solely reimburses such
        individual for medical or medically related expenses incurred by the
        Employee.

        Hours of Service for the performance of duties shall be credited to an
individual employed by the Employer for the computation period in which the
duties were performed; Hours of Service for reasons other than the performance
of duties shall be credited to such individual for the computation period or
periods for which payment is made; Hours of Service resulting from a back pay
award or agreement shall be credited to such individual for the computation
period or periods to which the award or agreement pertains.



                                       5
<PAGE>
        In the case of payments made or due an individual employed by the
Employer pursuant to subparagraph (a), the Administrative Committee shall credit
an individual employed by the Employer with Hours of Service based on the
"actual" Hours of Service performed by such individual as determined from
records of hours worked and hours for which the Employer makes payment or for
which payment is due from the Employer, or if no such records of hours worked is
maintained, the Administrative Committee shall credit such individual with Hours
of Service with 45 Hours of Service being credited if such individual would
receive credit for one Hour of Service under the "actual" method during the
week. In the case of payments made or due an individual employed by the Employer
pursuant to subparagraph (b) or subparagraph (c) with respect to periods
described in subparagraph (b) during which no duties were performed, if such
payments are calculated on the basis of "units of time" (such as hours, days,
weeks or months), the number of Hours of Service to be credited to such
individual shall be the number of regularly scheduled working hours included in
such units of time, or if the individual has no regularly scheduled working
hours, the number of Hours of Service to be credited shall be based on a
ten-hour day and 45-hour week. If such payments relating to periods during which
no duties were performed are not based on "units of time," the Hours of Service
to be credited to such individual shall be calculated in accordance with
Department of Labor Regulations Section 2530.200b-2(b) and (c) or any successor
regulations.

        If any Participant leaves the employ of the Employer or Affiliate for
military service in the Armed Forces of the United States, he shall receive
credit for Hours of Service during such military leave of absence at the rate of
eight hours a day or 40 hours a week, or such other rate permitted by applicable
federal law; provided, however, that (a) his reemployment rights are guaranteed
by federal law during such military leave of absence, and (b) he applies for
reemployment with the Employer or Affiliate after his separation from military
service within the time prescribed by such federal law.

        2.22 "Investment Fund" means the investment fund(s), option(s) or
alternative(s) established and maintained pursuant to Section 7.03 and the Trust
Agreement for the investment of Participants' Accounts.

        2.23 "Leased Employee" means any person (other than a common law
employee of the Employer) who pursuant to an agreement between Employer and any
other person has performed services for Employer (or for Employer and related
persons determined in accordance with Section 414(n)(6) of the Code) on a
substantially full time basis for a period of at least one year, and if such
services are performed under primary direction or control by Employer.

        2.24 "Non-Highly Compensated Participant" means any Participant who is
not a Highly Compensated Participant.

        2.25 "One-Year Break in Service" means for purposes of vesting and
reinstatement of Employer contributions pursuant to Article IX, a Plan Year
during which the Participant does not complete more than 500 Hours of Service
with the Employer or Affiliate. Notwithstanding the foregoing, a Participant
shall not incur a One-Year Break in Service in the first Year that the
Participant fails to earn more than five hundred Hours of Service because of a
"maternity or paternity absence," i.e., absence due to:



                                       6
<PAGE>
               (a) Pregnancy of the Participant;

               (b) Birth of a child of the Participant;

               (c) Placement of a child with the Participant in connection with
        the adoption of such child by the Participant; or,

               (d) Caring for a child of the Participant or a child placed with
        the Participant immediately following birth or placement.

        Solely for the purpose of preventing a Participant from incurring a
One-Year Break in Service, each hour of leave of absence taken by an individual
employed by the Employer pursuant to the terms of the Family and Medical Leave
Act of 1993 ("FMLA"), whether or not such individual is entitled to compensation
for such leave, shall, notwithstanding any provision herein to the contrary,
also be included as an Hour of Service and credited to the period for which the
leave is granted. The number of Hours of Service to be credited to such
individual during a leave of absence pursuant to the FMLA shall be calculated in
the same manner as Hours of Service credited under subparagraph (b) of Section
2.21 for periods during which no duties were performed, which shall be
determined as if the leave were a paid leave of absence.

        2.26 "Participant" means an Employee who has become a Participant in
this Plan in accordance with Article III hereof, and whose participation in the
Plan has not ceased due to such Participant's termination of employment with an
Employer, or such Participant's status as a "Limited Participant" in accordance
with Section 3.04.

        2.27 "Plan" means the O'Sullivan Industries Holdings, Inc. Savings and
Profit Sharing Plan set forth herein, as amended from time to time.

        2.28 "Plan Year" means:

               (i) for periods ending on or before June 30, 2002, the twelve
        month period ending each June 30;

               (ii) for the period commencing July 1, 2002, the six month period
        commencing on such date and ending December 31, 2002; and

               (iii) for periods commencing on and after January 1, 2003, the
        twelve month period ending each December 31.

        2.29 "Retirement Date" means the first day of the month coinciding with
or next following the date of actual termination of the Participant's status as
an employee of an Employer or Affiliate on or after the date he attains age 65.

        2.30 "Rollover Contributions" mean the transfer of eligible rollover
distributions to this Plan pursuant to Section 4.13.

        2.31 "Rollover Account" means the Account established for a Participant
to which shall be credited (a) Rollover Contributions, if any and (b) the
Account's proportionate share of



                                       7
<PAGE>
any net investment gains determined in accordance with Article VIII. From said
Account, its proportionate share of any net investment losses and expenses
determined in accordance with Article VIII, and any benefit payments or
withdrawals since the last Valuation Date shall be deducted. The value of the
Participant's Rollover Account shall be fully vested and nonforfeitable at all
times.

        2.32 "Safe Harbor Matching Contributions" means the Safe Harbor Matching
Contributions made pursuant to Section 4.07.

        2.33 "Six Months of Eligibility" means a period of six consecutive
calendar months, measured from the date an Employee first completes an Hour of
Service, during which period such Employee is credited with at least 750 Hours
of Service. For the purpose of determining those Employees eligible to
participate as of the Effective Date, the Hours of Service of each Employee
during the six month period immediately preceding the Effective Date shall be
taken into account.

        2.34 "Sponsoring Employer" means O'Sullivan Industries Holdings, Inc. or
any successor in interest.

        2.35 "Stock" means qualifying employer securities within the meaning of
Section 407(d)(5) of the Employee Retirement Income Security Act of 1974, as
amended.

        2.36 "Trust" means the trust established by the "Trust Agreement"
between the Employer and the entity serving as the "Trustee," and the assets of
such Trust shall be the "Trust Fund."

        2.37 "Valuation Date" means the last business day of each month of each
Plan Year, and such other date(s) as the Administrative Committee shall
determine to be necessary or advisable for the proper administration of the
Plan. The Valuation Date may vary from Investment Fund to Investment Fund
pursuant to the practice of each Fund and the Valuation Date for purposes of
valuing distributions, withdrawals, amounts available for loans and transfers
between Investment Funds may be different from each other and from the Valuation
Date used to report Account balances to all Participants. Further, the Valuation
Date(s) for Non-Stock Assets may be different from the Valuation Date(s) for
Stock assets of the Plan.

        2.38 "Year of Eligibility Service" means (a) a period of twelve
consecutive months, measured from the date an Employee first completes an Hour
of Service, or (b) any Plan Year subsequent to the Year in which an Employee
first completes an Hour of Service, during which period or Year such Employee
has not less than 1,000 Hours of Service with the Employer. For the purpose of
determining those Employees eligible to participate as of the Effective Date,
the Hours of Service of each Employee during the twelve month period immediately
preceding the Effective Date shall be taken into account.

        2.39 "Year of Vesting Service" means a Plan Year during which an
Employee has not less than 1,000 Hours of Service. In determining a
Participant's vested interest, the following rules shall apply:



                                       8
<PAGE>
               (i) Years of Vesting completed before the Effective Date of the
        Plan shall be included;

               (ii) Years of service completed by an Employee before such
        Employee attains 18 years of age shall be disregarded;

               (iii) If an Employee whose Employer Profit Sharing Contribution
        Account balance is 100% forfeitable incurs a number of consecutive One
        Year Breaks in Service after his severance from employment equal to the
        greater of (a) five or (b) the aggregate number of Years of Vesting
        Service of such Employee before such period of consecutive One Year
        Breaks in Service, then the Employee's Years of Vesting Service
        completed before such severance from employment shall be disregarded
        upon re-employment;

               (iii) A Participant's Years of Vesting Service completed after
        such Participant incurs five consecutive One Year Breaks in Service
        after a severance from employment, if any, shall be disregarded for
        purposes of determining the non-forfeitable percentage of his or her
        Employer Profit Sharing Contribution Account which accrued on or before
        the date upon which such break occurred;

               (iv) If an Employee incurs a One Year Break in Service after
        severance from employment, the Plan shall not require such Employee to
        complete One Year of Vesting Service after his or her return to
        employment before the Employee's pre-break service shall be taken into
        account in determining his or her vested interest in his or her Employer
        Profit Sharing Contribution Account, whether accrued after re-employment
        or on or before the date upon which such break occurred;

               (v) If a Participant has a severance from employment but is
        re-employed before incurring a One Year Break in Service, the
        Participant will continue to vest, starting at the point in the vesting
        schedule where he left employment, in both the pre-and post-separation
        account balances;

               (vi) The Plan recognizes service with the following predecessor
        employer(s): Tandy Corporation (but only with respect to service prior
        to February 2, 1994); and

               (vii) Each Participant who terminated employment on or after
        January 19, 2001, in connection with the closing of the O'Sullivan
        Industries, Inc.'s Cedar City, Utah facility shall be fully vested in
        all his Accounts upon his termination of employment, irrespective of his
        Years of Vesting Service.



                                       9
<PAGE>
                                   ARTICLE III
                                   ELIGIBILITY

        3.01 Eligibility to Participate.

               (a) For purpose of making Employee contributions pursuant to
        Sections 4.01 or 4.04 and sharing in Employer matching contributions
        pursuant to Sections 4.05, 4.06 and 4.07, an Employee shall become a
        Participant in this Plan on the first Entry Date coinciding with or next
        following the date he has completed (i) one Year of Eligibility Service
        or (ii) Six Months of Eligibility Service.

               (b) For purposes of sharing in Employer Profit Sharing
        Contributions pursuant to Section 4.06, an Employee shall become a
        participant in this Plan on the Entry Date coinciding with or next
        preceding the date he has completed (i) one Year of Eligibility Service
        or (ii) Six Months of Eligibility Service.

        3.02 Participation Upon Reemployment. If a Participant shall terminate
employment and shall subsequently be reemployed as an Employee of an Employer,
such Employee shall again become a Participant hereunder as of the date of his
reemployment and shall be eligible to elect to make Employee Pre-Tax
Contributions as of the first day of the month coinciding with or next
succeeding his date of reemployment. If an Employee shall terminate employment
after completion of the service (Six Months of Eligibility Service or a Year of
Eligibility Service, as applicable) requirement of Section 3.01 but before the
next following Entry Date (so as to not have become a Participant prior to
termination) and shall subsequently be reemployed as an Employee of an Employer,
such Employee shall commence participation hereunder as of the Entry Date
following the date of his reemployment. If an Employee shall terminate
employment prior to completion of the service requirement of Section 3.01 and
shall subsequently be reemployed as an Employee, he shall be treated as a new
Employee but the periods for measuring his satisfaction of the service
requirements of Section 3.01 shall be measured from his original date of
employment.

        3.03 Enrollment. Each Employee shall complete an enrollment process with
the Administrator at a time established by the Administrator, which time shall
not be determined in a manner that discriminates in favor of Highly Compensated
Participants as a class. The Employee shall indicate the amount of desired
Employee Pre-Tax Contributions, if any, indicate his choice of Investment
Fund(s), and designate a beneficiary to whom benefits should be paid in the
event of his death. A Participant who fails to elect to make Employee Pre-Tax
Contributions when first eligible may begin making such contributions as of any
subsequent Entry Date upon the timely completion of the enrollment process.

        3.04 Transfers of Employment or Changes in Employment. If a Participant
transfers employment to an Affiliate that is not a participating Employer or
ceases to be an Employee without terminating his employment status with an
Employer, he shall become a "Limited Participant." As a Limited Participant he
shall not be entitled to make any Employee Pre-Tax Contributions nor to be
credited with any Employer contributions until he again becomes an Employee of
an Employer. Such a Limited Participant shall, however, be entitled to make
Employee Pre-Tax Contributions up to time he became a Limited Participant and to
share in the



                                       10
<PAGE>
allocation of Employer Contributions made for the Plan Year in which he became a
Limited Participant, based upon Annual Compensation earned during periods that
the individual was a Participant and not a Limited Participant; provided that
with respect to any such Employer Profit Sharing Contributions, he is actively
employed by an Employer or an Affiliate at the end of such Plan Year. On each
Valuation Date such Limited Participant's Accounts shall be adjusted in
accordance with Article VIII.

        If a Limited Participant again becomes an Employee of an Employer, he
shall again become an active Participant as of the date of such transfer or
change in employment status and shall be eligible to elect to make Employee
Pre-Tax Contributions as of the first day of the month coinciding with or next
succeeding such transfer or change in status and election.



                                       11
<PAGE>
                                   ARTICLE IV
                                  CONTRIBUTIONS

        4.01 Employee Pre-Tax Contributions.

               (a) Each Employee who elects to make Employee Pre-Tax
        Contributions shall specify, in the manner designated by and acceptable
        to the Committee, the whole percentage rate or dollar amount of his
        Compensation to be withheld or otherwise contributed on his behalf,
        which such percentage rate or dollar amount shall not be less than 1% of
        his Compensation or greater than the maximum percentage or dollar amount
        specified by the Committee. A Participant's deferral election under this
        Section 4.01(a) shall apply to his entire Compensation (including all
        increases in Compensation) unless he makes a separate deferral election
        under Section 4.01(b) with respect to any annual incentive pay.

               (b) Each Participant may specify, in the manner designated by and
        acceptable to the Committee, the whole percentage rate or dollar amount
        of his bonus to be withheld or otherwise contributed on his behalf as
        Employee Pre-Tax Contributions, which such percentage rate or dollar
        amount shall not be less than 0% of his Compensation or greater than the
        maximum percentage or dollar amount specified by the Committee. Any
        election under this Section 4.01(b) must be made before the date
        designated by the Committee in its sole discretion, but in no event
        later than the date fixed for the payment of the annual incentive. In
        the absence of an election under this Section 4.01(b), the Participant's
        deferral election in effect under Section 4.01(a) shall apply to such
        Participant's annual incentive pay, if any.

               (c) Notwithstanding Sections 4.01(a) or (b), the Employee Pre-Tax
        Contributions of a Participant may be limited, either or both as to the
        percentage rate (whether or not a whole percent) or total dollar amount
        thereof, as may be determined by his Employer in order to comply with
        the applicable dollar limitations and nondiscrimination requirements
        under the Code. A Participant's Employee Pre-Tax Contributions shall
        also be limited to the maximum dollar limitation per calendar year set
        forth in Code Section 402(g), as adjusted in accordance with that
        Section. Any Employee Pre-Tax Contributions in excess of the limitation
        set forth in Code Section 402(g) as adjusted, together with allocable
        income thereon determined in accordance with applicable rules and
        regulations, for any Participant for any calendar year shall be
        distributed to such Participant no later than April 15 of the following
        year. Such excess contributions shall not be included in Annual
        Additions, but the excess contribution shall be included as a
        contribution for purposes of the mathematical nondiscrimination test set
        forth in Section 4.10. Any Employer Matching Contributions and Employer
        Discretionary Matching Contributions that are attributable to any
        Employee Pre-Tax Contributions that are distributed to the Participant
        pursuant to this Section shall be treated as a forfeiture, and applied
        in accordance with Section 4.11.

               (e) The Committee shall establish such rules and procedures as
        the Committee deems appropriate to administer Employee Pre-Tax
        Contribution.



                                       12
<PAGE>
        4.02 Change of Election. A Participant may elect to change the
percentage of his Compensation to be contributed as Employee Pre-Tax
Contributions once per calendar month by notifying the Committee on or before
the date each specified by the Committee in its discretion. A Participant's
change of election shall be effective with respect to the first regular payroll
payment occurring on or after the first day of the month following the end of
the calendar month in which such change of election was timely received by the
Committee by the date specified by the Committee.

        4.03 Suspension and Recommencement of Contributions. A Participant may
elect to suspend his Employee Pre-Tax Contributions as of any scheduled payroll
date by notifying the Committee at least 15 days prior to the scheduled payroll
date as of which such suspension is to be effective. Following a suspension of
contributions for at least three months, a Participant may again elect to make
Employee Pre-Tax Contributions by notifying the Committee at least 15 days prior
to the date as of which such election is to be effective. A Participant's
election pursuant to this Section 4.03 shall be effective as of the first
scheduled pay period beginning in the calendar month immediately following such
election.

        In the event of a hardship withdrawal by a Participant pursuant to
Section 6.01, (a) the Participant's Employee Pre-Tax Contributions hereunder
shall be automatically suspended for a period of twelve months (or effective
January 1, 2002, a period of six months).

        4.04 Catch Up Contributions. Effective for calendar years beginning on
and after January 1, 2002, all Employees who are eligible to make Employee
Pre-Tax Contributions under this Plan and who have attained age 50 before the
close of such calendar year shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of, Section 414(v) of the Code.
Such catch-up contributions shall be credited to the Employee Pre-Tax
Contribution Accounts of Participants, but shall not be taken into account for
purposes of Plan provisions implementing the required limitations of Sections
402(g) and 415 of the Code. Further, the Plan shall not be treated as failing to
satisfy the provisions of the Plan implementing the requirements of Sections
401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by
reason of the making of such catch-up contributions. The Committee shall
establish such rules and procedures as the Committee deems appropriate to
administer such contributions.

        4.05 Employer Matching Contributions. For Plan Years ending on or before
December 31, 2002, the Employer shall contribute Employer Matching Contributions
in an amount equal to 50% of the Participant's Employee Pre-Tax Contributions
which do not exceed 5% of each such Participant's Compensation for the Plan
Year. The Employer Matching Contributions pursuant to this Section 4.04 shall be
credited to the Employer Matching Contributions Account of each Participant who
made Employee Pre-Tax Contributions with respect to the Plan Year pursuant to
Section 5.03. Employer Matching Contributions made pursuant to this Section
4.04(a) shall be deemed to be "qualified matching contributions" within the
meaning of Treas. Reg. Section 1.401(k)-1(g)(13).

        4.06 Employer Discretionary Matching Contributions. For Plan Years
ending on or before December 31, 2002, in its sole discretion, the Employer may
make an Employer Discretionary Matching Contribution to the Plan for any Plan
Year in an amount equal to a



                                       13
<PAGE>
percentage of the amount each Participant elects to contribute to the Plan under
Section 4.01 (subject to the maximum Employee Pre-Tax Contribution established
by Section 4.01), which percentage shall be specified by the Employer each Plan
Year (the "Discretionary Matching Percentage"); provided, however, that such
Employer Discretionary Matching Contribution shall not match any part of the
Participant's contribution which exceeds a percentage of each Participant's
Compensation specified by the Employer each Plan Year (the "Percentage
Matched"). The Employer may specify any number of combinations of Discretionary
Matching Percentage and Percentage Matched each Plan Year. For example, for a
Plan Year, the Employer Discretionary Matching Contribution may be 50% (the
Discretionary Matching Percentage) of Participant contributions up to 2% (the
Percentage Matched) of Compensation and 25% of Participant contributions
exceeding 2% and up to 6% of Compensation. If no such determination of the
Discretionary Matching Percentage and the Percentage Matched is made by the
Employer, both percentages shall be deemed to be zero. Any determination by the
Employer of the Discretionary Matching Percentage and the Percentage Matched
shall be effective only for the Plan Year for which such determination is made.
Such contributions shall be credited to the Employer Matching Contributions
Account of each Participant who made Employee Pre-Tax Contributions during the
Plan Year pursuant to Section 5.03. Employer Discretionary Matching
Contributions made pursuant to this Section 4.05 shall be deemed to be
"qualified matching contributions" within the meaning of Treas. Reg. Section
1.401(k)-1(g)(13).

        4.07 Safe Harbor Matching Contributions. For Plan Years commencing on or
after January 1, 2003, and subject to the provisions of Article VI (with respect
to the reduction of Employer contributions on account of the limitations on
benefits), for each Plan Year, the Employer, in its discretion, may make a
matching contribution which satisfies the requirements of Section 401(k)(12)(B)
of the Code as described below. Contributions made pursuant to this Section
shall be entitled the "Safe Harbor Matching Contributions" and shall be
allocated to the "Employer Matching Contributions Account" of each Participant.
All such Safe Harbor Matching Contributions shall be subject to the following
requirements:

               (i) The rate of match shall be equal to the aggregate amount of
        matching contributions that would be credited to a Participant's account
        based on a rate of match equal to 100% of each Participant's Employee
        Pre-Tax Contributions up to 5% of Compensation. In all cases, the rate
        of Safe Harbor Matching Contributions shall be the same for all
        Participants.

               (ii) At least 30 days prior to the beginning of each Plan Year
        but in no event more than 90 days prior to such date, the Employer shall
        provide each Participant (and Employee who is or will be eligible to
        participate in the Plan for such Plan Year) with a notice of the
        Employer's intent to make a Safe Harbor Matching Contribution for the
        upcoming Plan Year. With respect to any Employee who first commences
        participation after the initial notice described above has been
        disseminated, the Employer shall provide such individual with such
        notice prior to his or her Entry Date but in no event more than 90 days
        prior to such date. Such notice shall be sufficiently accurate and
        comprehensive to apprise Employees of their rights and obligations with
        respect to Safe Harbor Matching Contributions, and shall be written in a
        manner calculated to be understood by the average Employee who is
        eligible to participate.



                                       14
<PAGE>
               (iii) All Safe Harbor Matching Contributions made pursuant to
        this Section shall be fully vested and non-forfeitable at all times and
        except as may otherwise be specifically provided in the Plan, shall be
        held and administered in the same manner as a Participant's Employee
        Pre-Tax Contributions.

               (iv) Safe Harbor Matching Contributions made pursuant to this
        Section shall not be eligible for hardship withdrawal, notwithstanding
        any provision in this Plan to the contrary.

               (v) Safe Harbor Matching Contributions may not be made to the
        Plan for a Plan Year unless (1) the Plan Year is twelve months long or
        (2) in the case of the first Plan Year of this Plan (if it is not a
        successor plan), the Plan Year is at least three months long (or any
        shorter period in the case of a newly established Employer that
        establishes the Plan as soon as administratively feasible after the
        Employer comes into existence)

        4.08 Employer Profit Sharing Contributions. For each Plan Year, the
Employer may contribute a discretionary amount to the Plan to be allocated among
those Participants who are employed by an Employer or an Affiliate as of the
last day of the Plan Year. Such discretionary contribution shall be credited to
the Employer Profit Sharing Contributions Accounts of Participants on the basis
that each Participant's Annual Compensation for the Plan Year (or that portion
of the Plan Year during which he is a Participant) bears to the total Annual
Compensation of all Participants. For the purpose of determining whether a
Participant shall receive an Employer Profit Sharing Contribution for any Plan
Year, a Participant who is not employed as of the last day of the Plan Year as a
result of such Participant's death, termination of employment on or after
attaining age 65, or termination of employment due to Disability, shall receive
a proportionate allocation of the Employer Profit Sharing Contributions as if
such Participant were a Participant as of the last day of the Plan Year.

        4.09 Limit on Employer Contributions. The aggregate of the Employer
contributions for any Year shall not exceed the maximum amount that is
deductible under Code Section 404(a), or any statute or rule of similar import.

        4.10 Nondiscrimination Testing.

               (a) General: For each Plan Year, the Employee Pre-Tax
        Contributions (excluding catch-up contributions made pursuant to Section
        4.04) must satisfy the "Actual Deferral Percentage Test" and the
        Employer Matching Contributions must satisfy the "Actual Contribution
        Percentage Test." In applying such tests, the Plan shall use the current
        year testing method; provided that the Employer reserves the right to
        change to the current or prior year testing method for future Plan Years
        as permitted by IRS Notice 98-1 (or superceding guidance).
        Notwithstanding the foregoing or any other provision in this Section,
        the non-discrimination testing rules described herein shall not apply
        for any Plan Year with respect to which the Employer contributes a "safe
        harbor" contribution on behalf of each Participant which satisfies the
        requirements of Sections 401(k)(12) and 401(m)(11) of the Code.



                                       15
<PAGE>
               (b) Actual Deferral Percentage Test: To pass the Average Deferral
        Percentage test for any Plan Year, the Plan must satisfy one of the
        following tests:

                      (i) The Average Deferral Percentage of Highly Compensated
               Participants for the Plan Year does not exceed the Average
               Deferral Percentage for Non-Highly Compensated Participants for
               the Plan Year multiplied by 1.25; or

                      (ii) The Average Deferral Percentage for Highly
               Compensated Participants for the Plan Year does not exceed the
               Average Deferral Percentage for Non-Highly Compensated
               Participants for the Plan Year multiplied by 2, provided that the
               Average Deferral Percentage for Highly Compensated Participants
               does not exceed the Average Deferral Percentage for Non-Highly
               Compensated Participants for the Plan Year by more than 2
               percentage points.

               If this Plan satisfies the requirements of Sections 401(k),
        401(a)(4) or 410(b) of the Code only if aggregated with one or more
        other plans, or if one or more other plans satisfy the requirements of
        such Sections of the Code only if aggregated with this Plan, then this
        Section shall be applied by determining Average Deferral Percentages as
        if all such plans were a single plan. In addition, if a Highly
        Compensated Participant participates in two or more plans of the
        Employer to which contributions subject to Section 401(k) of the Code
        apply, then all such contributions shall be aggregated for purposes of
        applying the Average Deferral Percentage test. Notwithstanding the
        foregoing, certain plans shall be treated as separate if mandatorily
        disaggregated under regulations under Section 401(k) of the Code. For
        each Plan Year, any Excess Contributions shall be corrected in the
        manner set forth in Section 4.12.

               (c) Actual Contribution Percentage Test: To pass the Average
        Contribution Percentage test for any Plan Year, the Plan must satisfy
        one of the following tests:

                      (i) The Average Contribution Percentage of Highly
               Compensated Participants for the Plan Year does not exceed the
               Average Contribution Percentage for Non-Highly Compensated
               Participants for the Plan Year multiplied by 1.25; or

                      (ii) The Average Contribution Percentage for Highly
               Compensated Participants for the Plan Year does not exceed the
               Average Contribution Percentage for Non-Highly Compensated
               Participants for the Plan Year multiplied by 2, provided that the
               average Contribution Percentage for Highly Compensated
               Participants does not exceed the Average Contribution Percentage
               for Non-Highly Compensated Participants for the Plan Year by more
               than 2 percentage points.

               If this Plan satisfies the requirements of Sections 401(m),
        401(a)(4) or 410(b) of the Code only if aggregated with one or more
        other plans, or if one or more other plans satisfy the requirements of
        such Sections of the Code only if aggregated with this Plan, then this
        Section shall be applied by determining Average Contribution Percentages
        as if all such plans were a single plan. In addition, if a Highly
        Compensated Participant



                                       16
<PAGE>
        participates in two or more plans of the Employer to which contributions
        subject to Section 401(m) of the Code apply, then all such contributions
        shall be aggregated for purposes of applying the Average Contribution
        Percentage test. Notwithstanding the foregoing, certain plans shall be
        treated as separate if mandatorily disaggregated under regulations under
        Section 401(m) of the Code. For each Plan Year, any Excess Aggregate
        Contributions shall be corrected in the manner set forth in Section
        4.13.

               (d) Multiple Use Limitations Test: In addition to complying with
        the Actual Deferral Percentage test and the Actual Contribution
        Percentage test described above, the Plan shall comply with the multiple
        use limitation test set forth in Section 401(m)(9) of the Code and
        Treas. Reg. Section 1.401(m)-2(b) for Plan Years ending on or before
        June 30, 2002. If the Committee determines that the Plan may fail or has
        failed to satisfy the multiple use limitation test for any Plan Year,
        the Committee shall designate whether to reduce the actual deferral
        ratios with respect to Employee Pre-Tax Contributions, or the actual
        contribution ratios of the Employer Matching Contributions for all
        Highly Compensated Participants, in order to satisfy such Treasury
        Regulation.

               (e) Special Definitions: For purpose of this Section, the
        following terms shall have the meanings set forth below:

                      (i) "Average Contribution Percentage" means the average of
               the Contribution Percentages of each group of Non-Highly
               Compensated Participants or Highly Compensated Participants, as
               the case may be.

                      (ii) "Average Deferral Percentage" means the average of
               the Deferral Percentages of each group of Non-Highly Compensated
               Participants or Highly Compensated Participants, as the case may
               be.

                      (iii) "Contribution Percentage" means the ratio (expressed
               as a percentage) of each Participant's Contribution Percentage
               Amounts to such Participant's Covered Compensation for the Plan
               Year (whether or not such Participant was a "Participant" for the
               entire Plan Year).

                      (iv) "Contribution Percentage Amounts" means the sum of an
               individual's Employer Matching Contributions under this Plan plus
               any other contributions made on such individual's behalf that are
               treated as Employer Matching contributions for the Plan Year.

                      (v) "Deferral Percentage" means the ratio (expressed as a
               percentage) of each Participant's Employee Pre-Tax Contributions
               plus any other amounts that are treated as Employee Pre-Tax
               Contributions for the Plan Year, to such Participant's Covered
               Compensation for the Plan Year (whether or not such Participant
               was a "Participant" for the entire Plan Year).

                      (vi) "Excess Aggregate Contributions" means, with respect
               to any Plan Year, the excess of: (A) the aggregate Contribution
               Percentage Amounts taken into account in computing the numerator
               of the Average Contribution Percentage actually made on behalf of
               Highly Compensated Participants for such Plan Year,



                                       17
<PAGE>
                over (B) the maximum Contribution Percentage Amounts permitted
                by the Average Contribution Percentage Test (determined by
                hypothetically reducing contributions made on behalf of Highly
                Compensated Participants in order of their Contribution
                Percentages beginning with the highest of such percentages).

                      (vii) "Excess Contributions" means, with respect to any
               Plan Year, the excess of: (A) the Employee Pre-Tax Contributions
               plus any other amounts taken into account in computing the
               numerator of the Average Deferral Percentage actually made on
               behalf of Highly Compensated Participants for such Plan Year,
               over (B) the maximum Employee Pre-Tax Contributions permitted by
               the Average Deferral Percentage Test (determined by
               hypothetically reducing contributions made on behalf of Highly
               Compensated Participants in order of their Average Deferral
               Percentages beginning with the highest of such percentages).

               (f) Limitations on Double Counting: Effective as of July 1, 1999,
        if the Plan Year changes from the current year testing method to the
        prior year testing method, then, for purposes of the first testing year
        for which the change is effective, the Average Deferral Percentage and
        Average Contribution Percentage for the prior year shall be determined
        in the following manner:

                      (i) The Average Deferral Percentage for the Non-Highly
               Compensated Participants for the prior year is determined taking
               into account only (1) Employee Pre-Tax Contributions for those
               Non-Highly Compensated Participants that were taken into account
               for purposes of the Average Deferral Percentage test (and not the
               Average Contribution Percentage test) under the current year
               testing method for the prior year and (2) Qualified Non-Elective
               Contributions that were allocated to the accounts of those
               Non-Highly Compensated Participants for the prior year but that
               were not used to satisfy the Average Deferral Percentage test or
               the Average Contribution Percentage test under the current year
               testing method for the prior year.

                      (ii) The Average Contribution Percentage for Non-Highly
               Compensated Participants for the prior year is determined taking
               into account only (1) after-tax contributions for those
               Non-Highly Compensated Participants for the prior year, (2)
               Employer Matching Contributions for those Non-Highly Compensated
               Participants that were taken into account for purposes of the
               Average Contribution Percentage test (and not for the Average
               Deferral Percentage test) under the current year testing method
               for the prior year, and (3) Qualified Non-Elective Contributions
               that were allocated to the accounts of those Non-Highly
               Compensated Participants for the prior year but that were not
               used to satisfy the Average Contribution Percentage test or the
               Average Deferral Percentage test under the current year testing
               method for the prior year.

               (g) Correction of Excess Contributions. Any Excess Contributions
        for a Plan Year shall be subject to one or more of the following
        corrective measures as determined in Committee's discretion.



                                       18
<PAGE>
                      (i) The Committee may reduce the amount of Employee
               Pre-Tax Contributions that any Highly Compensated Participant may
               contribute for the Plan Year to avoid Excess Contributions. Such
               a reduction shall be made by reducing the percentage of Employee
               Pre-Tax Contributions of Highly Compensated Participants
               beginning with the individuals with the greatest dollar amount of
               deferrals.

                      (ii) Alternatively, the Employer may make an additional
               Employer Matching Contribution on behalf of Non-Highly
               Compensated Participants up to such an amount that, when
               allocated to such Participants' accounts, the resulting
               allocations will satisfy the actual deferral percentage test. Any
               such additional contributions shall be allocated to the
               Participants' Pre-Tax Account as of the last day of the Plan Year
               for which the contribution was made.

                      (iii) Alternatively, the Committee may, in its sole
               discretion, specify that a portion of the Employer Matching
               Contribution allocated to the accounts of Non-Highly Compensated
               Participants be designated as a qualified matching contribution
               to the extent required to satisfy the actual deferral percentage
               test of Section 401(k) of the Code pursuant to Treas. Reg.
               Section 1.401(k)-1(b)(3); provided that, such a designation
               satisfies the nondiscrimination requirements of Treas. Reg.
               Sections 1.401(k) and 1.401(m). The portion of an Employer
               Matching Contribution that is designated as a qualified matching
               contribution pursuant to the preceding sentence shall be
               allocated to the Participants' Pre-Tax Account as of the last day
               of the Plan Year for which the contribution was made.

                      (iv) Alternatively, the Committee may, in its sole
               discretion, direct a refund of Excess Contributions and income
               attributable thereto at such times and in such manner as is
               permitted by Treasury Regulations. Excess Contributions shall be
               allocated to the Highly Compensated Participants with the largest
               amount of Employee Pre-Tax Contributions taken into account in
               calculating the Average Deferral Percentage test for the Plan
               Year in which the excess arose, beginning with the Highly
               Compensated Participant with the largest amount of such Employee
               Pre-Tax Contributions and continuing in descending order until
               all the Excess Contributions have been allocated. For purposes of
               the preceding sentence, the "largest amount" is determined after
               distribution of any Excess Contributions. If such excess amounts
               are distributed more than two and one-half months after the last
               day of the Plan Year in which such excess amounts arose, a ten
               percent excise tax will be imposed on the Employer maintaining
               the Plan with respect to such amounts. Excess Contributions
               (including any recharacterized amounts) shall be treated as
               Annual Additions (as defined in Article VI). Any Employer
               Matching Contribution made on behalf of such a Participant that
               is attributable to such a refunded Excess Contribution shall also
               be forfeited (irrespective of whether or not vested). Income
               attributable to any refund shall be determined in accordance with
               a method that satisfies Treas. Reg. Section 1.401(k)-1(f)(4)(ii).



                                       19
<PAGE>
               (h) Correction of Excess Aggregate Contributions. Any Excess
        Aggregate Contributions for a Plan Year shall be subject to one or more
        of the following corrective measures as determined in Committee's
        discretion.

                      (i) Each Employer may make an additional Employer Matching
               Contribution on behalf of Non-Highly Compensated Participants,
               which shall be allocated in proportion to their Employee Pre-Tax
               Contributions, up to an amount necessary to satisfy the actual
               contribution percentage test of Section 401(m) of the Code.

                      (ii) Alternatively, the Committee may specify that all or
               any part of the Employee Pre-Tax Contributions of
               Non-Highly-Compensated Participants may be treated as an Employer
               Matching Contribution in accordance with Treasury Regulation
               Section 1.401(m)-1(b)(2) to the extent required to satisfy the
               actual contribution percentage tests of Section 401(m) of the
               Code.

                      (iii) Alternatively, the Committee may distribute the
               Excess Aggregate Contributions and any income attributable
               thereto to the extent vested and forfeit to the extent not
               vested. Income attributable to any distribution shall be
               determined in accordance with a method that satisfies Treas. Reg.
               Section 1.401(m)-1(e)(3)(ii). Excess Aggregate Contributions
               shall be allocated to the Highly Compensated Participants with
               the largest amount of Employer Matching Contributions taken into
               account in calculating the Average Contribution Percentage test
               for the Plan Year in which the excess arose, beginning with the
               Highly Compensated Participant with the largest amount of such
               Employer Matching Contributions and continuing in descending
               order until all the Excess Aggregate Contributions have been
               allocated. For purposes of the preceding sentence, the "largest
               amount" is determined after distribution of any Excess Aggregate
               Contributions. Such distribution shall be made within twelve
               months after the close of the Plan Year for which such Excess
               Aggregate Contributions were made and shall be made in such
               manner as is permitted by the Treasury Regulations. A
               distribution of Excess Aggregate Contributions and income, gains
               and losses allocable thereto shall be made without regard to any
               consent otherwise required under Article VIII or any other
               provision of the Plan.

        4.11 Use of Forfeitures. If, during the Plan Year, any amounts shall
have been forfeited, such forfeited amounts shall first be used to reinstate any
forfeitures as required by Section 9.05, and then, if such forfeitures exceed
such reinstatements, they shall reduce the Employer Matching Contributions
provided for in Section 4.04 for such Plan Year. To the extent such forfeitures
exceed such Employer Matching Contributions, such excess shall reduce the
Employer Discretionary Matching Contribution provided for in Section 4.05 for
such Plan Year. To the extent such forfeitures exceed the Employer Matching
Contributions and Employer Discretionary Matching Contributions for such Plan
Year, such excess shall reduce the Employer Profit Sharing Contributions
provided for in Section 4.06 for such Year. Any remaining amount shall be
applied in the foregoing order for subsequent Years.



                                       20
<PAGE>
        4.12 Time for Payment of Contribution. The Employer may make payment of
its Employer contributions for any Plan Year on any date or dates it elects, but
the total amount of such contribution shall be paid in full not later than the
time prescribed by law for filing its federal income tax return for such Year
(including extensions thereof); it being understood, however, that the
deductibility of such contribution or portion thereof shall be determined by the
law and regulations in force at the time and applicable to the Employer's
return, whether on a cash or accrual basis, as the case may be.

        4.13 Trust Fund. The Employer's contribution for each Plan Year shall be
paid directly to the Trustee, and, when and as so paid, shall become a part of
the Trust Fund. Except as specifically provided in Article XIX of this Plan, no
assets of the Trust Fund shall at any time be returned or transferred to the
Employer or to any person for the benefit of the Employer.

        4.14 Rollover Contributions. An Employee, regardless of whether he has
satisfied the eligibility requirements of Section 3.01, may make a Rollover
Contribution by a transfer ("rollover") to this Plan of an eligible rollover
distribution from (i) an employer's trust described in Code Section 401(a) which
is exempt from tax under Code Section 501(a), (ii) an annuity plan described in
Code Section 403(a), (iii) an eligible deferred compensation plan described in
Code Section 457(b) which is maintained by an eligible employer as defined in
Code Section 457(e)(1)(A), or (iv) an annuity contract described in Code Section
403(b), (individually a "prior plan"), provided:

               (a) Either:

                      (i) the amount distributed from the prior plan is
               distributed by the prior plan and received by this Plan as a
               "direct rollover" (as such term is defined or described in Code
               Section 401(a)(31) or regulations thereunder); or

                      (ii) the amount distributed from the prior plan is
               distributed to the Employee and transferred to this Plan no later
               than the 60th day after such distribution was made from the prior
               plan;

               (b) The distribution from the prior plan constituted an "eligible
        rollover distribution" (as such term is defined or described in Code
        Section 402(c)) of the Employee's vested and distributable interest in
        the prior plan;

               (c) The amount transferred to this Plan includes only amounts
        includible in the Employee's gross income but for the rollover; and

               (d) The transfer to this Plan does not cause this Plan to be a
        direct or indirect transferee of a defined benefit plan or a defined
        contribution plan which is subject to the funding standards of Code
        Section 412; and

               (e) the transferred assets consist solely of cash.

        Such Rollover Contribution may also be made with respect to
distributions from an individual retirement account or individual retirement
annuity (other than an endowment



                                       21
<PAGE>
contract) (hereinafter "IRA") under Code Section 409 if no amount in the account
and no part of the value of the annuity is attributable to any source other than
a rollover contribution (as defined in Code Section 402) from a prior plan (and
any earnings on such contribution). All or part of such distribution must be
paid (for the benefit of the Employee) into this Plan not later than the 60th
day following the date on which the Employee received such distribution.

        All Rollover Contributions shall be credited to the Participant's
Rollover Account and shall in all events be nonforfeitable.

        Upon such a transfer by an Employee who has not yet satisfied the
eligibility requirements of Section 3.01, such Employee's Rollover Account shall
represent his or her sole interest in the Plan until he or she becomes a
Participant, but where appropriate the term "Participant" shall be interpreted
to include such Employee.



                                       22
<PAGE>
                                    ARTICLE V
                             PARTICIPANTS' ACCOUNTS

        5.01 Participants' Accounts. For the purpose of accounting for the
interest in the Trust of each Participant under this Plan, the Employer shall
establish and maintain the Accounts that are appropriate for each Participant.
Contributions shall be credited by the Trustee to the appropriate Account of
each Participant. Any individual for whom any such Account is established who is
not otherwise a Participant hereunder shall be a Participant only to the extent
of his interest in such Account.

        5.02 Commingling of Accounts. The maintenance of such Accounts shall not
require the segregation or separate investment of the interest of any
Participant, except as herein otherwise provided, but shall be for accounting
purposes only, and the Trust Fund may be invested as one commingled fund.

        5.03 Allocation of Employer Matching Contributions. Employer Matching
Contributions, Employer Discretionary Matching Contributions and Safe Harbor
Matching Contributions made for a Plan Year (together with forfeitures that are
used to reduce such contributions in accordance with Section 4.11) shall be
allocated and credited to their Employer Matching Contributions Accounts on the
basis of each such Participant's Employee Pre-Tax Contributions for the Year.

        5.04 Allocation of Employer Profit Sharing Contributions. Employer
contributions made for any Plan Year pursuant to Section 4.08 (together with
forfeitures that are used to reduce such contributions in accordance with
Section 4.11) shall be allocated as of the end of the Year to and among those
Participants who were employed by an Employer or Affiliate on the last day of
the Year, and credited to their Employer Profit Sharing Contributions Accounts
on the basis that each such Participant's Annual Compensation bears to the total
Annual Compensation of all Participants receiving an allocation for the Year.
Participants who die, terminate employment on or after attaining age 65 or
become Disabled during the Year shall be deemed to be employed by an Employer or
Affiliate on the last day of the Plan Year for purposes of this Section.



                                       23
<PAGE>
                                   ARTICLE VI
                   HARDSHIP WITHDRAWALS AND PARTICIPANT LOANS

        6.01 Hardship Withdrawals. A Participant may, by application filed with
the Committee on or before the date each month specified by the Committee in its
discretion, request that he be permitted by reason of financial hardship to
withdraw or receive distribution from his Employee Pre-Tax Contribution Account
or Rollover Account an amount which does not exceed the sum of (i) the lesser of
his Employee Pre-Tax Contributions (exclusive of earnings), or the balance of
his Employee Pre-Tax Contributions Account; and (ii) his Rollover Account, in
each case Account balances shall be determined as of the Valuation Date next
following the date on which the Participant's application for a hardship
withdrawal is timely received, less any prior distributions or withdrawals from
such Employee Pre-Tax Contributions Account or Rollover Account since such
Valuation Date. Hardship withdrawals shall be paid in a lump sum as soon as
administratively practicable following the Valuation Date next following the
date on which the timely application is received by the Committee by the date
specified by the Committee.

        The Committee shall approve the requested withdrawal only if it shall
determine, in the sole judgment and discretion of the Committee, that the
Participant has made a sufficient showing of financial hardship and that such
withdrawal or distribution is necessary to satisfy such hardship. For the
purposes hereof, the term "financial hardship" means an immediate and heavy
financial need caused by one or more of the following:

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

               (b) Payment of tuition and related educational fees and room and
        board for the next twelve months of post-secondary education for the
        Participant, his or her spouse, children or dependents (as defined in
        Code Section 152); or

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

        A requested withdrawal or distribution shall be deemed to be necessary
to satisfy financial hardship of a Participant only if all of the following
requirements are satisfied:

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

               (x) The Participant has obtained all distributions and all
        nontaxable loans (including but not limited to loans under Section 6.02)
        currently available under all plans maintained by the Employer;



                                       24
<PAGE>
               (y) For taxable years ending on or before December 31, 2001, the
        Participant may not make elective contributions under Code Section
        401(k) for the Participant's taxable year immediately following the
        taxable year of the hardship distribution in excess of the difference
        between the applicable limit under Code Section 402(g) for such next
        taxable year, and the amount of such Participant's elective
        contributions for the taxable year of the hardship distribution; and

               (z) The Participant is prohibited from making elective
        contributions and employee contributions to this Plan and all other
        plans maintained by the Employer (including all qualified or
        nonqualified plans of deferred compensation, and cafeteria plans within
        the meaning of Code Section 125 but excluding any health or welfare
        benefit plans, whether or not part of a cafeteria plan) for at least
        twelve months (or six months for hardship distributions made on or after
        January 1, 2002) after receipt of the hardship distribution.

        The Committee shall be entitled to rely fully and completely on
information submitted to it by Participants requesting hardship distributions.
Withdrawn amounts may not be repaid to the Plan.

        The Committee may limit the amount and frequency of hardship withdrawals
pursuant to this Section 6.01.

        Amounts withdrawn from a Participant's Employee Pre-Tax Contributions
Account or Rollover Account pursuant to this Section 6.01 shall be made from the
Investment Funds (other than Stock) in the proportion in which such Accounts are
invested, and then from Stock to the extent necessary, as of the Valuation Date
used for purposes of making transfers between the Investment Funds pursuant to
Section 7.02.

        6.02 Participant Loans. Upon proper application of a Participant
received by the Committee, in such form as the Committee may prescribe, the
Committee may in its discretion direct the Trustee to make a loan to the
Participant from his Employee Pre-Tax Contributions Account and/or Rollover
Account (said Accounts available for loans are hereinafter referred to as the
"Available Loan Accounts"). Any such loan shall first be made from the
Participant's Rollover Account, if any, and then from the Participant's Employee
Pre-Tax Contributions Account. The loan shall be an investment of Available Loan
Accounts. The application, and the resulting loan, shall meet the following
terms and conditions, in addition to such other terms and conditions as the
Committee shall from time to time establish on a nondiscriminatory basis:

               (a) The amount of any such loan made from the Available Loan
        Accounts shall be made from the Investment Funds (other than Stock) in
        the proportion in which such Accounts are invested, and then from Stock
        to the extent necessary, as of the Valuation Date next following the
        date on which the Participant's application is received. Repayments with
        respect to any loan shall be invested in accordance with the investment
        election in effect with respect to contributions for the Participant at
        the time of such repayment.



                                       25
<PAGE>
               (b) A loan shall not be made that exceeds the lesser of (i)
        $50,000, reduced by the excess (if any) of the highest loan balance to
        the Participant that existed during the one year period ending on the
        day before the date the new loan is made, over the outstanding balance
        of any loans on the date the new loan is made, or (ii) or 50% of the
        balance of the Available Loan Accounts determined as of the Valuation
        Date next following the date on which the Participant's application is
        received, less any distributions from such Accounts occurring since such
        Valuation Date.

               (c) No more than one loan may be outstanding at any one time.

               (d) The Committee may establish from time to time in its sole
        discretion, and apply on a nondiscriminatory basis, minimum amounts for
        any participant loans hereunder. Unless a different minimum shall be
        established by the Committee, the minimum amount of any loan shall be
        $1,000. Participant loans shall bear interest at such fixed rate as the
        Committee shall, pursuant to written procedures, deem reasonable under
        all of the facts and circumstances.

               (e) The term of repayment for any Participant loan shall be as
        determined by the Participant, but shall not exceed the maximum term
        established by rules adopted by the Committee. The Committee shall not
        allow a term in excess of five years for any loan unless the loan
        proceeds are used to purchase the Participant's primary residence.

               (f) The Participant shall authorize his Employer to deduct
        approximately equal interest and principal payments from his regular
        payroll in such an amount as will permit the loan to be fully amortized
        over its term. The Employer shall transfer such payroll deductions to
        the Trustee as soon as reasonably practicable.

               (g) A Participant may repay, at any time, all of the then
        outstanding principal balance of his loan, together with interest,
        without premium or a penalty.

               (h) The loan shall be made against the assignment of 50% of the
        Participant's Accounts at the time of the loan as security therefor and
        evidenced by the Participant's promissory note payable to the order of
        the Trustee. The Committee shall be entitled to demand additional
        security for the loan if, in the judgment of the Committee, the facts
        and circumstances so warrant.

               (i) The terms of the promissory note for said loan shall provide
        that if the Participant defaults on the loan by not making payments when
        due, or upon the Participant's termination of employment even if there
        shall then be no default, the entire balance of the loan may be
        accelerated and if the entire balance therefore due, including interest,
        is not paid by the Participant within 30 days following notice of such
        acceleration, the Trustee, upon advice of such default and acceleration
        from the Committee, shall execute upon the security of the Participant's
        aforesaid Accounts in satisfaction of the unpaid debt; provided, that no
        such execution that would result in an actual reduction of said Accounts
        shall be made prior to the time that such Accounts would otherwise first
        be distributable under the terms hereof.



                                       26
<PAGE>
               (j) The Committee shall not deny any reasonable request for a
        loan otherwise meeting the terms, conditions, and limitations hereof, or
        as otherwise established by the Committee, but may adjust the term,
        amount, and required security to take into account the Participant's
        ability to repay the loan with a reasonable percentage of his periodic
        compensation from the Employer.

               (k) The Committee may assess any reasonable administration or
        transaction fee which shall be charged against the Participant's
        Accounts in the same proportion in which the loan was made pursuant to
        subparagraph (a) above, provided that any annual fee that may be imposed
        shall, at the Committee's discretion, either be prorated and assessed on
        a monthly basis during any Year in which such loan is outstanding, or
        due and payable at the end of the Plan Year if the loan is outstanding
        at the end of such Year.

               (l) Any changes in the foregoing terms and conditions, or any
        additional terms, conditions, or limitations on Participant loans
        established by the Committee from time to time shall be in writing,
        shall constitute a part of this Plan, and shall be communicated to
        eligible Participants as a part of the loan application or otherwise.

               (m) Loan proceeds pursuant to this Section 6.02 shall be paid in
        a lump sum as soon as administratively practicable following the
        Valuation Date next following the date on which the timely application
        is received by the Committee by the date specified by the Committee.



                                       27
<PAGE>
                                   ARTICLE VII
                                   INVESTMENTS

        7.01 Investment Direction. Subject to the Administrative Committee's
discretion as set forth below, each Participant may designate in 5% increments
or multiples the percentages or proportions of his Employer and Employee
contributions, and/or existing Account balances, to be invested in each
Investment Fund by notifying the Committee on or before the date specified by
the Committee immediately preceding the date as of which such change is to be
effective. In the absence of any investment direction pursuant to this Section,
all contributions shall be invested in the Money Market Fund as established in
Section 7.03, or such other Investment Fund designated by the Committee in its
discretion if there is no Money Market Fund. A Participant's investment
direction pursuant to the foregoing shall be implemented as of the date(s), at
the time(s) and in the manner determined by the Administrative Committee, in its
discretion, and shall be subject to the terms, conditions and limitations
established by such Committee, including (but not limited to) the timing of, and
manner of making, any such election; the assets to which such election shall
apply; the method of valuing assets to be purchased and sold pursuant to such
election (including the acquisition or disposition of any Stock); the Valuation
Date as of which such valuation shall occur; and the timing and manner of
implementing such election. The designated date(s), time(s) and manner pursuant
to which Participants may direct the portion of their Accounts that shall be
invested in Stock versus the other Investment Funds may be different from the
date(s), time(s) and manner pursuant to which such Participants may direct the
investment of the portions of such Accounts directed to be invested in
Investment Funds among such Investment Funds. Once made, any election made
pursuant to the foregoing shall be deemed to continue unless and until changed.

        7.02 Investment Funds. In accordance with the provisions of this Article
and the Trust Agreement, for the purpose of investing the assets of each
Participant's Accounts, the Trustee shall establish and maintain within the
Trust Fund separate Investment Funds, the number and type to be as the
Administrative Committee chooses in its sole and absolute discretion. The type
and number of Investment Funds made available hereunder may be changed by the
Administrative Committee at any time and from time to time in its sole and
absolute discretion without amending the Plan or Trust. Further, the Investment
Fund(s) available from time to time may be different from Account to Account as
determined by the Administrative Committee in its discretion.

        7.03 Limitation on Investment in Stock. Pursuant to the Agreement and
Plan of Merger Between OSI Acquisition, Inc. and O'Sullivan Industries Holdings,
Inc. dated as of May 17, 1999 (hereinafter the "Merger Agreement"), all
outstanding shares of common stock of the Sponsoring Employer held by the Trust
on the closing date of such Merger Agreement will be exchanged for cash and
specified number of shares of senior preferred stock of the Sponsoring Employer.
The cash consideration received by the Trust shall be invested among the
Investment Funds (other than Stock) in the manner set forth in Section 7.01. The
preferred stock received by the Trust shall be held by the Trust and credited to
Participants' Accounts until such time as the Participants direct that such
stock be invested in Non-Stock Assets in the manner set forth in Section 7.01.
Effective as of the closing of the Merger Agreement, (i) no Employer or Employee
contributions paid to the Trust after such date shall be invested in Stock of
the Employer; (ii) no portion of a Participant's Account which is invested in
Non-Stock Assets as of such date shall be



                                       28
<PAGE>
thereafter invested in Stock of the Employer at the direction of the Participant
or otherwise; and (iii) no portion of a Participant's Account which is invested
in Stock of the Employer as of such date and which is subsequently directed for
investment in Non-Stock Assets at the direction of such Participant, shall be
thereafter re-directed for investment in Stock of the Employer. In order to
effectuate the foregoing, the Committee shall have the right to direct the
Trustee to sell any fractional shares of Stock credited to the Participants'
Accounts prior to the closing of the Merger Agreement.

        7.04 Limitations on Officer Transactions. Notwithstanding the foregoing
provision of this Article VII or any other provisions hereof, in the event a
Participant who is an Officer shall make an election (i) to receive a cash
distribution or loan which results in a reduction of the investment of any of
his Accounts in Stock, or (ii) to change the investment of the existing balances
in his Accounts in a manner that results in a transfer of part or all of such
balances from Stock to one or more other Investment Funds, then such election
must be made at least 6 months after the date of any previous election which
resulted in a transfer of part or all of such Officer's investment into any
account or fund consisting of, or based on the value of, equity securities of
the Company under this Plan or any other employee benefit plan of the Company.
Except as modified by this Section 7.04, the other provisions of Article VII
shall be applicable to any such Officer's investment direction. For the purpose
of this Section 7.04, "Officer" shall, with respect to an Employee, have the
meaning ascribed to such term in Title 17, Section 240.16a-1(f) of the Code of
Federal Regulations or any subsequent law or regulation of similar import."



                                       29
<PAGE>
                                  ARTICLE VIII
                  VALUATION OF TRUST AND ADJUSTMENT OF ACCOUNTS

        8.01 Time of Valuation. Each Investment Fund shall be valued and
appropriate valuation adjustments shall be made to the applicable Accounts as of
each Valuation Date.

        8.02 Valuation Adjustment. A total valuation adjustment shall be
computed separately for each Investment Fund as of each Valuation Date. The
total valuation adjustment for each Investment Fund shall be equal to the
difference between (i) the net value of each separate Fund as of the applicable
Valuation Date and (ii) the sum of that portion of each outstanding Account
allocated to each Investment Fund at such date, taken at their last adjusted
balances prior to the current adjustment, and any contributions to be credited
as of such Valuation Date. Each such outstanding Account shall be credited or
charged with its respective share of the total valuation adjustment of each Fund
pursuant to the Committee's written policy, which may be reflected in the
written procedures followed by the recordkeeper retained by the Employer or the
Committee. If during the period since the last preceding Valuation Date, (a) any
amounts shall have been forfeited, such forfeited amounts shall be excluded from
the valuation adjustment and shall reduce the Employer's contributions hereunder
in accordance with Section 4.09, and (b) if any amounts in the Participant's
Accounts were forfeited under Section 9.04 and shall have been reinstated under
Section 9.05, such reinstated amounts, shall be included in the last adjusted
balance of such Account(s) for purposes of such valuation adjustment.

        8.03 Method of Valuation. At any Valuation Date, the net value of each
Fund shall mean the fair market value of all the assets of each Fund,
respectively, as of such date, increased by accrued income and prepaid expenses
or liabilities, and decreased by accrued but unpaid expenses or liabilities. In
determining fair market value, assets of the Trust traded in or on established
markets shall be valued at the last sale price on the Valuation Date, or if no
sale is quoted, then at the last sale price immediately preceding the Valuation
Date. An interest in any collective Investment Fund shall be valued at the
values last determined therefor on or before the Valuation Date in accordance
with the customary method of operation of such Fund. All other assets of the
Trust will be valued in accordance with accepted valuation practices.

        8.04 Trustee's and Administrative Committee's Determinations Binding.
The value of the Trust Fund and each Participant's Account shall be determined
by the Trustee and the Administrative Committee in the exercise of their sole
discretion and all such determinations (in the absence of bad faith) shall be
binding upon all Participants and their Beneficiaries. All allocations shall be
deemed to have been made as of the appropriate Valuation Date regardless of when
the allocations are actually made.



                                       30
<PAGE>
                                   ARTICLE IX
                TERMINATION OF PARTICIPATION--AMOUNT OF BENEFITS

        9.01 General. The participation of each Participant hereunder shall
terminate at such time as he is not an Employee of an Employer and is not an
employee of an Affiliate which is not an Employer (such termination being
sometimes herein referred to as "termination of participation" or "termination
of employment").

        9.02 Maximum Benefit Amount. The aggregate value of the Accounts of a
Participant whose participation in the Plan shall have terminated shall be
calculated by first determining the amount credited to such Accounts as of the
Valuation Date hereinafter specified, less any distributions or withdrawals from
such Accounts occurring since such Valuation Date, plus any contributions
allocated to or to be allocated to such Accounts since that date. Such aggregate
value shall be determined as of the Valuation Date preceding the Participant's
Distribution Date. The credited amount, distributions, withdrawals and
contributions shall then be adjusted, after taking into account the effect of
any outstanding loan, pursuant to Section 8.04 as of the end of the month during
which the Administrator receives an election concerning payment of benefits from
the Participant that is valid pursuant to Section 10.03(e), or as of the end of
the month immediately preceding the date benefits otherwise will be distributed
pursuant to Article X, whichever is applicable. Such adjusted aggregate value is
hereinafter called such Participant's "maximum benefit amount."

        9.03 Benefits at Retirement, Death or Disability. To each Participant
whose participation terminates on his Retirement Date, upon his death, or by
reason of his Disability, there shall be payable, as a retirement, disability or
death benefit, as the case may be, his maximum benefit amount.

        9.04 Benefit at Other Termination; Vesting. To each Participant whose
participation terminates from some other cause or in some other manner than is
set forth in Section 9.03, there shall be payable, as a vested termination
benefit, the lesser of (a) his maximum benefit amount, or (b) an amount equal to
(i) the amount credited to his Employee Pre-Tax Contributions Account, Employer
Matching Contributions Account and Rollover Account, plus (ii) the following
percentage of his Employer Profit Sharing Contributions Account based upon such
Participant's Years of Vesting Service at the date of such termination
determined in accordance with the following schedule:

<TABLE>
<CAPTION>
                   Years of Vesting Service        Percent of Account
                   ------------------------        ------------------
<S>                                                <C>
                      Less than 5                           0%
                      5 or more                           100%
</TABLE>

Notwithstanding the foregoing, a Participant shall be fully vested in all of his
Accounts upon attaining age 65.

        Any amount to which the Participant is not entitled hereunder shall be
forfeited (subject to reinstatement as elsewhere herein provided) as of the
earlier of (i) the last day of the Plan Year during which the former
Participant's entire vested Account balance shall be distributed, or (ii) the
former Participant shall have incurred five consecutive One-Year Breaks in
Service. All



                                       31
<PAGE>
amounts forfeited shall be used or applied in the manner provided in Section
4.09. Notwithstanding the foregoing, if a Participant terminates his
participation in the Plan under circumstances and at a time when he has no
vested interest in any Account, other than any Rollover Account, such
Participant shall be deemed to have received a distribution of his Account
balances (hereinafter "cash-out distribution") as of the date of his termination
of participation and the non-vested portion of his Account shall be forfeited.
For purposes of applying the restoration provisions under Section 9.05, the
Administrative Committee will treat a Participant who was deemed to receive a
cash-out distribution as repaying his cash-out distribution on the first date of
his reemployment with the Employer.

        9.05 Repayment Upon Reentry Into Plan. If a former Participant hereunder
whose participation terminated under circumstances and at a time when he was
entitled to or vested in less than all of his Account balances, and who received
distribution of his vested Account balances, shall thereafter again become a
Participant hereunder prior to incurring five consecutive One-Year Breaks in
Service, he may, as of the last day of any calendar month, within five Years
following resumption of his status as a Participant, repay to the Trustee an
amount equal to the full amount of the vested Account balances distributed to
him in connection with such termination of his participation in the Plan. Upon
such repayment's being made, an amount equal to the value of such Participant's
Account balances which was forfeited shall be promptly restored. To restore the
Participant's Accounts, the Administrative Committee shall allocate to the
Participant's Accounts:

               (a) First, the amount, if any, of Participants' forfeitures
        allocable under Section 5.04; and

               (b) Second, the Employer Matching Contributions for the Plan
        Year.

        To the extent the foregoing amount(s) are insufficient to make the
required restoration, the Employer shall contribute, without regard to
deductibility, such additional amount as is necessary to make the restoration.
If, for a particular Plan Year, the Accounts of more than one Participant must
be restored, then the Committee shall make the restoration allocation(s) to each
such Participant's Accounts in the same proportion that a Participant's restored
amount for the Plan Year bears to the restored amount for the Plan Year of all
re-employed Participants. The Committee shall not take into account the
allocation(s) under this Section in applying Article XII.



                                       32
<PAGE>
                                    ARTICLE X
                               PAYMENT OF BENEFITS

        10.01 In General. Upon the termination of a Participant's participation
hereunder, the Administrative Committee shall notify the Trustee in writing of
such fact, of the name and current post office address of each person, if any,
entitled to receive payment of any benefit hereunder, and of the kind of
benefit, if any, which is payable. If the Administrative Committee shall be
unable to locate any person entitled to receive benefits hereunder, following
reasonable search and the expiration of 60 days after the close of the Plan Year
in which such benefit first becomes payable, the amount of such benefit shall,
in the sole discretion of the Administrative Committee, either (i) be segregated
and separately held and invested by the Trustee in the name of the person
entitled thereto until such person or his Beneficiary in the event of his
established death, shall be located; or (ii) be forfeited at such time as such
benefit is payable without consent from the Participant, unless such sums shall
first escheat to the appropriate state under applicable law.

        10.02 Payments to Minors and Incompetents. In case any minor or other
legally incompetent person shall become entitled to receive any benefit
hereunder, payment shall be made in such of the following ways as the
Administrative Committee shall elect: (a) directly to such minor or other
legally incompetent person, (b) to the legal representative of such minor or
other legally incompetent person, or (c) to some near relative or person or
institution having the actual custody of such minor or other legally incompetent
person, to be used for the benefit of the latter.

        10.03 Manner and Time of Payment. All amounts distributable pursuant to
Article X shall be payable in such manner and at such time as the Participant or
his Beneficiary, as the case may be, may elect, in accordance with the
following:

               (a) Manner of Payment. Benefits shall be payable in a single lump
        sum in (i) cash to the extent a Participant's Accounts are invested in
        Investment Funds other than the Stock of the Sponsoring Employer, and
        (ii) at the Participant's election, cash or whole shares of Stock (or a
        combination thereof) with cash distributed for any fractional shares, to
        the extent a Participant's Accounts are invested in Stock of the
        Sponsoring Employer.

               (b) Time of Payment. Subject to the provisions of subsection (g)
        below, unless the Participant or his Beneficiary, as the case may be,
        shall have elected (or be deemed to have elected) an earlier
        Distribution Date, as provided in subsection (c) below, the Distribution
        Date shall be such time as, or within 60 days (or such later date as may
        be described or provided for in Section 10.05) after the end of the Plan
        Year in which the latest of the following events occur: (i) the
        Participant attains his Retirement Date, or (ii) the date the
        Participant attains age 65 following termination of employment (or would
        have attained age 65 in the event of prior death).

               (c) Early Commencement Date. If the Participant or his
        Beneficiary, as the case may be, shall so elect, and subject to
        subsection (e) below, his Distribution Date shall be any reasonably
        practicable date following such Participant's termination of employment
        due to death, Disability, separation from service, or the attainment of
        his



                                       33
<PAGE>
        Retirement Date; provided that the Administrative Committee, in its
        discretion, may delay any such distribution for a period of up to 60
        days (or such longer period as provided in Section 10.05) following the
        Participant's distribution election. Further, the portion of a
        Participant's Accounts which is invested in Non-Stock Assets may be
        distributed at a different time and date than the portion of such
        Accounts invested in Stock. A non-spouse Beneficiary shall automatically
        be deemed to have elected an early Distribution Date pursuant to this
        Section.

               (d) Notice. No more than 90 days and no less than 30 days prior
        to a Participant's Distribution Date, the Participant shall be provided
        with a written explanation of (i) each form of payment available under
        the Plan and (ii) any right of the Participant to defer commencement of
        the payment of his benefits until the time provided in subsection (b)
        above.

               (e) Method of Election. An election hereunder concerning the form
        and/or time of benefit payment shall not be valid unless it is made in
        writing on a form acceptable to the Administrative Committee, and is
        received by the Administrative Committee not more than 90 days and not
        less than 30 days before the Distribution Date. Notwithstanding the
        foregoing, benefit payments pursuant to an election under this Section
        may commence less than 30 days after the Participant or Beneficiary
        received the written explanation under this Section, provided that such
        Participant or Beneficiary, as the case may be, affirmatively elects in
        writing acceptable to the Administrative Committee to receive benefit
        payments before the 30-day period has expired.

               (f) Small Benefits. Notwithstanding the other provisions of this
        Section 10.03, if the amount of any benefit payable or distributable
        hereunder is no more than $5,000 (or such other applicable dollar amount
        set forth in Code Section 411(a)(11)), then such benefit shall be
        payable in a single lump sum and the Distribution Date shall be as soon
        as practical but not later than the date which is 60 days following the
        end of the Plan year in which termination of employment occurs (or such
        later date as may be described or provided for in Section 10.05);
        provided such date would be earlier than the Distribution Date provided
        in subsection (b) above. Effective January 1, 2002, a Participant's
        Rollover Contributions and earnings allocable thereto shall be ignored
        for purposes of applying the involuntary cash-out provisions under this
        Section.

               (g) Required Distributions. Notwithstanding any provision in this
        Article to the contrary, a Participant's interest under the Plan shall
        be paid or commence by the required beginning date (as defined herein)
        in accordance with the requirements of Code Section 401(a)(9) and the
        regulations prescribed by the Secretary of the Treasury, including the
        regulations describing the minimum distribution incidental benefit
        requirements. The "required beginning date" is April 1 of the calendar
        year following the year in which the Participant attains age 70 1/2; or
        if later, the year in which the Participant separates from service
        (provided that such Participant is not a 5% owner within the meaning of
        Code Section 416(i)). If a Participant dies before payments commence,
        the Participant's interest must be paid to his designated Beneficiary
        within five (5) years of his death (or, if the Beneficiary is the
        Participant's spouse, commencing not later than the



                                       34
<PAGE>
        end of the calendar year following the calendar year in which the
        Participant would have attained age 70 1/2).

               With respect to distributions under the Plan made for calendar
        years beginning on or 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, notwithstanding any provision of the Plan
        to the contrary. This amendment shall continue in effect until the end
        of the last calendar year beginning before the effective date of the
        final regulations under section 401(a)(9) or such other date as may be
        specified in guidance published by the Internal Revenue Service.

        10.04 No Right to Compel. No Participant hereunder shall have the right
to compel the Trustee to make any payment to him out of the Trust Fund, except
as provided in this Article X.

        10.05 Time for Payment if Benefits Not Determinable or Payment Not
Practicable. In case any benefit provided hereunder shall become payable under
the other provisions of this Article before the amount thereof or the person or
persons entitled thereto can be fully determined, then notwithstanding such
other provisions of this Article to the contrary, such benefit shall be payable
within 90 days after such amount or such person or persons can be fully
determined.

        10.06  Direct Rollover.

               Notwithstanding any provision of the Plan to the contrary that
        would otherwise limit a distributee's election under this Section, a
        distributee may elect, at the time and in the manner prescribed by the
        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.

               Definitions.

                      (i) Eligible rollover distribution: An eligible rollover
               distribution is any distribution of all or any portion of the
               balance to the credit of the distributee, except that an eligible
               rollover distribution does not include: any distribution that is
               one of a series of substantially equal periodic payments (not
               less frequently than annually) made for the life (or life
               expectancy) of the distributee or the joint lives (or joint life
               expectancies) of the distributee and the distributee's designated
               beneficiary, or for a specified period of ten years or more; any
               distribution to the extent such distribution is required under
               Section 401(a)(9) of the Code; for periods prior to January 1,
               2002, the portion of any distributions that is not includible in
               gross income (determined without regard to the exclusion of net
               unrealized appreciation with respect to employer securities); and
               any hardship distribution. In the case of any distribution after
               December 31, 2001 that consists of after-tax employee
               contributions which are not includible in gross income, such
               portion may be transferred only to an individual retirement
               account or annuity described in Sections 408(a) or (b) of the
               Code, or to a qualified defined



                                       35
<PAGE>
               contribution plan described in Sections 401(a) or 403(a) of the
               Code that agrees to separately account for amounts transferred,
               including separately accounting for the portion of such
               distribution which is includible in gross income and the portion
               of such distribution which is not so includible.

                      (ii) Eligible retirement plan: An eligible retirement plan
               is an individual retirement account described in Section 408(a)
               of the Code, an individual retirement annuity described in
               Section 408(b) of the Code, an annuity plan described in Section
               403(a) or 403(b) of the Code, an eligible deferred compensation
               plan under Section 457(b) of the Code which is maintained by a
               state, political subdivision of a state, or any agency or
               instrumentality of a state or political subdivision of a state
               and which agrees to separately account for amounts transferred
               into such plan from this Plan, or a qualified trust described in
               Section 401(a) of the Code, that accepts the distributee's
               eligible rollover distribution. In the case of an eligible
               rollover distribution to the surviving spouse for periods prior
               to January 1, 2002, an eligible retirement plan is limited to an
               individual retirement account or individual retirement annuity.

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

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




                                       36
<PAGE>
                                   ARTICLE XI
                              TOP-HEAVY PROVISIONS

        11.01 Application. For purposes of this Article, the Plan will be
determined to be "top heavy" for a Plan Year if, as of the determination date,
any of the following conditions exist:

               (i) If the top heavy ratio (as described in Section 11.02) for
        this Plan exceeds 60% and this Plan is not part of a required
        aggregation group or permissive aggregation group,

               (ii) If this Plan is a part of a required aggregation group but
        not part of a permissive aggregation group and the top heavy ratio for
        the group of plans exceeds 60%, or

               (iii) If this Plan is a part of a required aggregation group and
        part of a permissive aggregation group and the top heavy ratio for the
        permissive aggregation group exceeds 60%.

        "Compensation" for purposes of this Article shall have the same meaning
as Limitation Compensation set forth in Section 12.02.

        The "determination date" with respect to any Plan Year shall be the last
day of the immediately preceding Plan Year; provided that, the determination
date for the first Plan Year shall be the last day of such Plan Year.

        11.02 Top Heavy Ratios.

               (a) If the Employer maintains one or more defined contribution
        plans (including any simplified employee pension plans) and the Employer
        has not maintained any defined benefit plan which during the 5-year
        period ending on the determination date has or has had accrued benefits,
        the top heavy ratio for this Plan alone or for the required aggregation
        group or permissive aggregation group as appropriate is a fraction. The
        numerator of such fraction is the sum of the account balances for all
        key employees as of the determination date (including any part of any
        account balance distributed in the 5-year period ending on the
        determination date). The denominator of such fraction is the sum of all
        account balances (including any part of any account balance distributed
        in the 5-year period ending on the determination date). Both the
        numerator and the denominator shall be increased to reflect any
        contribution not actually made as of the determination date, but which
        is required to be taken into account under Section 416 of the Code.
        Furthermore, both the numerator and denominator shall be computed in
        accordance with Section 416 of the Code and the regulations thereunder.

               (b) If the Employer maintains one or more defined contributions
        plans (including any simplified employee pension plans) and the Employer
        has maintained one or more defined benefit plans which during the 5-year
        period ending on the determination date has or has had accrued benefits,
        the top heavy ratio for this Plan alone or for the required aggregation
        group or permissive aggregation group as appropriate is a fraction. The
        numerator of such fraction is the sum of the account balances under the
        aggregated




                                       37
<PAGE>
        defined contribution plans for all key employees, determined in
        accordance with (a) above, and the present value of accrued benefits
        under the aggregated defined benefit plan or plans for all key employees
        as of the determination date. The denominator of such fraction is the
        sum of the account balances under the aggregated defined contribution
        plan or plans for all participants, determined in accordance with (a)
        above, and the present value of accrued benefits under the defined
        benefit plan or plans for all participants as of the determination date.
        The accrued benefits under a defined contribution plan in both the
        numerator and denominator of the top heavy ratio are increased for any
        distribution of an accrued benefit made in the five-year period ending
        on the determination date. Furthermore, both the numerator and
        denominator shall be computed in accordance with Section 416 of the Code
        and the regulations thereunder.

               (c) For purposes of (a) and (b) above the value of account
        balances or the present value of accrued benefits will be determined as
        of the determination date, except as otherwise provided in Section 416
        of the Code. The account balances and accrued benefits of a Participant
        who is not a key employee but who was a key employee in a prior Plan
        Year or who has not been credited with at least one hour of service with
        the Employer at any time during the 5-year period ending on the
        determination date will be disregarded.

               (d) Notwithstanding the foregoing, for Plan Years commencing on
        and after July 1, 2002, the top heavy ratios described above shall be
        determined as of any determination date by taking into account any
        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 one-year period ending on such determination date; except that in
        the case of a distribution made for a reason other than separation from
        service, death, or disability, this provision shall be applied by
        substituting a "five-year period" for the "one-year period." The accrued
        benefits and Accounts of any individual who has not performed services
        for the Employer during the one-year period ending on the determination
        date shall not be taken into account.

        11.03 Special Minimum Benefit. If the Plan is determined to be top heavy
for a Plan Year, the Employer contribution (excluding Employee Pre-Tax
Contributions) on behalf of the account of each Participant who was not a key
employee shall in no case be less than the lesser of: (i) three percent of such
Participant's compensation for such Plan Year, or (ii) the highest percentage of
compensation allocated to the account of a key employee for that year.

        For purposes of the foregoing, Employee Pre-Tax Contributions on behalf
of key employees are taken into account in determining the minimum benefit under
this Section. However, Employee Pre-Tax Contributions on behalf of Participants
who are not key employees are not treated as Employer contributions for purposes
of determining minimum benefits.

        Notwithstanding anything in the Plan to the contrary, each Participant
entitled to an Employer contribution under this Section shall be allocated such
contribution regardless of whether the Participant completes a Year of Service
for Vesting.



                                       38
<PAGE>
        The Employer will contribute the minimum benefit described in this
Section, if required, to this Plan.

        Effective for Plan Years commencing on and after July 1, 2002, Employer
matching contributions shall be taken into account for purposes of satisfying
the minimum contribution requirements of Section 416(c)(2) of the Code and the
Plan. The preceding sentence shall apply with respect to matching contributions
under this Plan. Employer matching contributions that are used to satisfy the
minimum contribution requirements shall be treated as matching contributions for
purposes of the actual contribution percentage test and other requirements of
Section 401(m) of the Code.

        11.04 Key Employee Defined. "Key employee" means:

               (a) For Plan Years ending on or before June 30, 2002, an
        Employee, former Employee or Employee's Beneficiary who, at any time
        during the Plan Year or any of the four preceding Plan Years, is:

                      (i) An officer of the Employer or an Affiliate having an
               annual compensation greater than 50% of the amount in effect
               under Section 415(b)(1)(A) of the Code for any such Plan Year;

                      (ii) One of the ten Employees having annual compensation
               from the Employer of more than the limitation in effect under
               Section 415(c)(1)(A) of the Code and owning (or considered as
               owning within the meaning of Section 318 of the Code) the largest
               interests in the Employer;

                      (iii) A five percent owner of the Employer or an
               Affiliate; or

                      (iv) A one percent owner of the Employer or an Affiliate
               having an annual Compensation from the Employer of more than One
               Hundred Fifty Thousand Dollars ($150,000), as such amount may be
               adjusted from time to time.

               (b) For Plan Years commencing on and after July 1, 2002, any
        Employee or former Employee (including any deceased Employee) who at any
        time during the Plan Year that includes the determination date was an
        officer of the Employer having annual compensation greater than $130,000
        (as adjusted under Section 416(i)(1) of the Code for Plan Years
        beginning after December 31, 2002), a five-percent owner of the
        Employer, or a one-percent of the Employer having annual compensation of
        more than $150,000. For this purpose, annual compensation means
        compensation within the meaning of Section 415(c)(3) of the Code. The
        determination of who is a key employee will be made in accordance with
        Section 416(i)(1) of the Code and the applicable regulations and general
        guidance of general applicability issued thereunder.

        11.05 Aggregation Group of Plans.

               (a) A "required aggregation group" includes (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)



                                       39
<PAGE>
        any other qualified plan of the Employer which enables a plan described
        in (a) to meet the requirements of Sections 401(a)(4) and 410 of the
        Code.

               (b) A "permissive aggregation group" consists of a required
        aggregation group plus any other qualified plan(s) of the Employer that
        the Employer in its discretion elects to treat as part of the permissive
        aggregation group, if such group continues to satisfy the requirements
        of Sections 401(a)(4) and 410 of the Code.

        11.06 Subsequent Amendment. In the event that it should be determined by
statute or ruling by the Internal Revenue Service that the provisions of this
Article are no longer necessary to qualify the Plan under the Internal Revenue
Code, this Article shall be ineffective without amendment to the Plan.

        11.07 Top Heavy Vesting Schedule. If the Plan is determined to be top
heavy for a Plan Year, the amount credited to the Account of a Participant shall
be subject to the following vesting schedule:

<TABLE>
<CAPTION>
                   Years of Vesting Service        Percent of Account
                   ------------------------        ------------------
<S>                                                <C>
                      Less than 2                            0%
                      3                                     20%
                      4                                     40%
                      5                                     60%
                      6 or more                            100%
</TABLE>




                                       40
<PAGE>
                                   ARTICLE XII
                    LIMITATIONS ON BENEFITS AND CONTRIBUTIONS

        12.01 In General. The Annual Addition (as defined in Section 12.02
herein) to a Participant's Account under this Plan, and under any other
qualified defined contribution plan maintained by the Employer, for any one Plan
Year shall in no event exceed the Maximum Annual Additions for such Plan Year,
and if the Annual Addition would otherwise exceed the Maximum Annual Additions,
the Annual Addition to a Participant's Account in this Plan shall be frozen at a
level so that the Annual Addition does not exceed the Maximum Annual Additions.
In such a case, the Employer shall reduce the amount of such Annual Addition in
this Plan as provided below in Section 12.03.

        12.02 Maximum Annual Additions. Notwithstanding any provisions herein to
the contrary, the total Annual Addition to any Participant's Account for any
Plan Year shall not exceed the lesser of (a) the dollar limit under Code Section
415(c)(1)(A), as adjusted pursuant to that Section, or (b) 25% (or 100% for Plan
Years commencing on and after July 1, 2002) of the Participant's Limitation
Compensation received from the Employer during the Limitation Year.

        For purposes of this Article, a Participant's "Limitation Compensation"
shall mean his earned income, wages, salaries, fees for professional services,
commissions paid to salesmen, compensation based on a percentage of profits,
bonuses, fringe benefits, reimbursements or other expense allowances under a
nonaccountable plan (as described in Treas. Reg. Section 1.62-2(c)) and other
amounts received for personal services actually rendered in the course of
employment with the Employer and excluding the following:

               (a) Any distributions from a plan of deferred compensation
        whether or not includible in the gross income of the Participant when
        distributed;

               (b) Amounts realized from the exercise of a nonqualified stock
        option, or when restricted stock or property held by an Employee becomes
        freely transferable or is no longer subject to a substantial risk of
        forfeiture;

               (c) Amounts realized from the sale, exchange or other disposition
        of stock acquired under a qualified stock option; and

               (d) Other amounts which receive special tax benefits, such as
        premiums for group term life insurance (but only to the extent that the
        premiums are not includible in the gross income of the Employee).

        For purposes of this Article, the term "Annual Addition" shall mean the
total additions to the Participant's Account in the Plan Year attributable to:

               (a) Employer contributions made during the Plan Year under
        Article IV;

               (b) Forfeitures reallocated as of the close of the Plan Year
        pursuant to Sections 4.09 and 9.04;



                                       41
<PAGE>
               (c) Any employee contributions under any other qualified defined
        contribution plan maintained by the Employer; and

               (d) Any contributions attributable to post-retirement medical
        benefits allocated to the separate account of a key employee (as defined
        in Code Section 419A(d)(3)) under a welfare benefit fund (as defined in
        Code Section 419(e)) maintained by the Employer, but only for purposes
        of the $30,000 limitation on contributions pursuant to this Section
        12.02.

        For purposes of this Article, the term "Limitation Year" shall mean the
Plan Year.

        12.03 Corrective Adjustments. If, as a result of the allocation of
forfeitures, a reasonable error in estimating a Participant's Annual
Compensation, a reasonable error in determining the amount of elective deferrals
(within the meaning of Code Section 402(g)(3)) that may be made with respect to
any Participant under the limits of Code Section 415, or under other limited
facts and circumstances that the Internal Revenue Service finds justify the
availability of the corrective mechanisms set forth in this Section, there is an
"Excess Amount" with respect to a Participant for a Limitation Year, the
Committee will dispose of such Excess Amount as follows:

               (a) The Participant's elective deferrals (within the meaning of
        Code Section 402(g)(3)) shall be distributed to the Participant to the
        extent that such distribution would reduce the Excess Amount in the
        Participant's Accounts.

               (b) The Participant's Annual Addition shall be reduced by the
        lesser of

                      (i) the amount required to insure compliance with Section
               12.02; or

                      (ii) all the Employer's contributions allocated to the
               Participant pursuant to Sections 5.03 and 5.04 for the Plan Year
               in question.

               (c) If a further corrective adjustment is necessary, the
        Participant's Annual Addition shall be reduced by the amount of any
        forfeitures allocated to the Account of the Participant during the Plan
        Year in question to the extent required to insure compliance with
        Section 12.02.

        Any Excess Amount so withheld or deducted from a Participant's Account
pursuant to subparagraph (b) or (c) above shall be used to reduce Employer
contributions for the next Limitation Year (and succeeding Limitation Years, as
necessary) for the Participant if the Participant is covered by the Plan as of
the end of the Limitation Year. If the Participant is not covered by the Plan as
of the end of the Limitation Year, then such Excess Amount shall be held
unallocated in a suspense account for the Limitation Year and used to reduce
Employer contributions for the next Limitation Year (and succeeding Limitation
Years, as necessary) to all of the remaining Participants in the Plan.

        For purposes of this Section, "Excess Amount" means the excess of the
Participant's Annual Additions for the Limitation Year over the maximum Annual
Addition determined pursuant to Section 12.02 herein.



                                       42
<PAGE>
                                  ARTICLE XIII
            INALIENABILITY OF BENEFITS -- DESIGNATION OF BENEFICIARY

        13.01 Inalienability. The interest of a Participant in the Trust, and
the right of any person to receive any payment of any benefit provided hereunder
from the Trustee, shall not be subject to assignment or alienation or in any
manner transferable or encumberable, either by voluntary or involuntary act of
such Participant or other person, nor subject to attachment, execution,
garnishment, sequestration or seizure under any legal, equitable or other
process. Each Participant shall, however, have the revocable right to designate
a beneficiary or beneficiaries to receive any death benefit payable hereunder,
in the manner set forth in the following Section.

        13.02 Designation of Beneficiary. At any time, and from time to time,
each Participant or former Participant shall have the right to designate a
Beneficiary or Beneficiaries to receive any death benefit payable hereunder,
subject to the restrictions contained in the definition of "Beneficiary," and to
amend or revoke the same, provided that in order to be effective each such
designation of a Beneficiary or Beneficiaries and any such amendment or
revocation thereof shall be made in writing on forms provided by the Employer
and filed by such Participant or former Participant with the Employer.

        13.03 Qualified Domestic Relations Order. Notwithstanding any provision
herein to the contrary, the Administrative Committee may direct the Trustee to
comply with a "qualified domestic relations order" as defined in Code Section
414(p). A qualified domestic relations order may specify that distribution be
made as soon as is reasonably practicable following a determination by the
Administrative Committee that the order is a qualified domestic relations order
and if the order so specifies, the Committee shall direct that distribution be
made at such time. The Committee shall develop reasonable procedures to
determine the qualified status of domestic relations order and to administer
distributions under such qualified orders.



                                       43
<PAGE>
                                   ARTICLE XIV
                   ADMINISTRATION AND FIDUCIARY RESPONSIBILITY

        14.01 Committee Members. The Administrative Committee shall be composed
of three persons, all of whom shall be appointed by the Board of Directors of
the Sponsoring Employer. Any member of the Committee may also be a member of the
board of directors or an officer of any Employer. Each member of the
Administrative Committee shall serve until his successor is appointed.

        14.02 Administrative Responsibility. The responsibility for all aspects
of the administration of the Plan shall be that of the Administrative Committee.

        14.03 Fees and Expenses. The proper expenses of the Administrative
Committee including the compensation of its agents (including, but not limited
to, the fees and expenses of attorneys, independent auditors, the Trustee and
any Investment Manager selected by the Committee), shall be paid, directly or
indirectly, from the Trust Fund, except to the extent that such expenses are
paid by the Employer without claim for reimbursement from the Trust Fund.

        14.04 Records and Reports. The Administrative Committee shall exercise
such authority and responsibility as it deems appropriate in order to comply
with the Employee Retirement Income Security Act of 1974, as amended, ("ERISA")
and governmental regulations issued thereunder relating to records of
Participant's service, Account balances and the nonforfeitability percentage of
such Account balances which are under the Plan, notifications to Participants,
annual registration with the Internal Revenue Service, and annual reports to the
Department of Labor and such state and local agency reports as are required.

        14.05 Additional Powers and Duties of the Administrative Committee. The
Administrative Committee shall have such duties and powers as may be necessary
to discharge its duties hereunder including, but not by way of limitation, the
following:

               (a) To construe and interpret the Plan, decide all questions of
        eligibility for participation, allocation of contributions or other
        amounts, the identity of the persons who are entitled to receive
        benefits, the kind and amount of benefits payable to persons entitled to
        receive benefits and vesting;

               (b) To prescribe procedures to be followed by a Participant(s) or
        Beneficiary(s) filing applications for benefits;

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

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

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



                                       44
<PAGE>
               (f) To receive, review and keep on file (as it deems convenient
        or proper) reports of the financial condition and of the receipts and
        disbursements, of the Trust Fund from the Trustee;

               (g) To appoint or employ individuals to assist in the
        administration of the Plan and any other agents it deems advisable,
        including accountants, attorneys and other consultants and to pay
        reasonable fees for their services; and

               (h) To direct the investment and reinvestment of the assets
        comprising the Trust Fund.

        The Administrative Committee shall have no power to add to, subtract
from or modify any of the terms of the Plan, or to change or add to any benefits
provided by the Plan, or to waive or fail to apply any requirements of
eligibility for a benefit under the Plan. Further, the Administrative Committee
shall have no power to determine or establish the funding policy of the
Employer. Such power to set the funding policy of this Plan and Trust rests
exclusively with the Board of Directors.

        14.06 Delegation of Responsibilities. The Administrative Committee may,
with the consent of the Sponsoring Employer and upon acceptance by the Trustee,
delegate in writing all or any part of its responsibilities under this Plan and
Trust to the Trustee and in the same manner revoke any such delegation of
responsibility. Any action by the Trustee in the exercise of such delegated
responsibilities shall have the same force and effect for all purposes as if
such action had been taken by the Administrative Committee. The Administrative
Committee shall review such delegations of responsibility on an annual basis.

        14.07 Rules and Regulations. The Administrative Committee may adopt such
rules as it deems necessary, desirable, or appropriate. All rules and decisions
of the Administrative Committee shall be uniformly and consistently applied to
all Participants in similar circumstances. When making a determination or
calculation, the Administrative Committee shall be entitled to rely upon
information furnished by a Participant or Beneficiary, the Employer, the legal
counsel of the Employer or the Trustee.

        14.08 Organization and Operation. The Administrative Committee may act
at a meeting or in writing without a meeting. The Administrative Committee shall
elect one of its members as chairman, appoint a secretary and advise the Trustee
of such meetings and forward all necessary communications to the Employer or the
Trustee. The Administrative Committee shall appoint one of its members to
transmit to the Trustee information concerning the determinations and the other
official acts of the Committee in connection with the Plan. The Administrative
Committee shall give the Trustee prompt notice of the revocation of such
appointment. The Trustee shall have the right to rely upon the last notice
received from the Administrative Committee with respect to the identity of the
member appointed to communicate with the Trustee. The Administrative Committee
may adopt such bylaws and regulations as it deems desirable for the conduct of
its affairs. All decisions of the Administrative Committee shall be made by the
vote of the majority including actions in writing taken without a meeting. A
dissenting member of the Administrative Committee, who, within a reasonable time
after he has knowledge of any action or failure to act by the majority and
registers his dissent in writing delivered to the other



                                       45
<PAGE>
members of the Administrative Committee, the Employer and the Trustee, shall not
be responsible for any such action or failure to act.

        14.09 Authorization of Benefit Distributions. The Administrative
Committee shall issue directions to the Trustee concerning all benefits which
are to be distributed from the Trust Fund pursuant to the provisions of the
Plan, and warrant that all such directions are in accordance with this Plan.

        14.10 Application and Forms for Benefits. The Administrative Committee
may require a Participant to complete and file with the Administrative Committee
an application for a benefit and all other forms approved by the Administrative
Committee. The Administrative Committee may rely upon all such information so
furnished it, including the Participant's current mailing address.

        14.11 Indemnification. The Employer shall indemnify and hold harmless
each member of the Administrative Committee, as well as any other fiduciary who
is an employee, stockholder, officer or director of an Employer, from any and
all claims, loss, damages, expense (including attorneys' fees and expenses) and
liability (including any amounts paid in settlement) arising from any act or
omission of such person, except when the same is judicially determined to be due
to such person's willful misfeasance, bad faith, gross negligence or reckless
disregard of his fiduciary duties. No Plan assets may be used for any such
indemnification.

        14.12 Allocation of Responsibility Among Fiduciaries. The fiduciaries
shall have only those specified powers, duties, responsibilities, and
obligations as are specifically given them under this Plan and the Trust. In
general, the Employer shall have the sole responsibility for making the
contributions provided for under Article IV. The Board of Directors of the
Sponsoring Employer shall have the sole authority to appoint and remove the
Trustee, members of the Administrative Committee, and to amend or terminate, in
whole or in part, this Plan and Trust. The Administrative Committee shall have
the sole responsibility for the administration of this Plan, which
responsibility is specifically described in this Article XIV. The Trustee shall
have the sole responsibility for the administration of the Trust and the
management of the assets held under the Trust, all as specifically provided in
the Trust Agreement. The Administrative Committee may appoint, in writing, an
investment manager and delegate to him the authority to manage, acquire, invest
or dispose of all or any part of the Trust assets. With regard to the assets
entrusted to his care, the investment manager shall provide written instruments
and directions to the Trustee, who shall, in turn, be entitled to rely upon such
written direction. This appointment and delegation shall be evidenced by a
signed written agreement, which must be retained with the other Plan documents.
Each fiduciary warrants that any directions given, information furnished or
action taken by it shall be in accordance with the Plan provisions or the Trust
provisions and with applicable federal and state laws, as the case may be,
authorizing or providing for such direction, information or action. Furthermore,
each fiduciary may rely upon any such direction, information or action of any
fiduciary as being proper under this Plan, and is not required under this Plan
to inquire into the propriety of any such direction, information or action. It
is intended under this Plan that each fiduciary shall be responsible for the
proper exercise of its own powers, duties, responsibilities and obligations
under this Plan and shall not be responsible for an act or failure to act of
another fiduciary, except as provided for under



                                       46
<PAGE>
ERISA and its implementing regulations. No fiduciary guarantees the Trust Fund
in any manner against investment loss or depreciation in asset value.

        14.13 General Fiduciary Liability. Any person who is a fiduciary with
respect to this Plan who breaches any of his responsibilities, obligations or
duties shall be liable to make good to the Plan any losses resulting from such
breach and to restore to the Plan any profits which have been made through
improper use of the Plan assets. Liability under the terms of the Plan for
breach of fiduciary duty shall be limited to the period of time during which the
fiduciary was actually serving in that capacity with respect to this Plan and
Trust.

        If an investment manager has been appointed pursuant to Section 14.12,
no Trustee shall be liable for the acts or omissions of such investment manager.

        14.14 Liability Insurance. The Administrative Committee may direct the
Trustee to purchase, as an authorized expense of the Plan, liability insurance
for the Plan and/or for its fiduciaries to cover liability or losses occurring
by reason of the act or omission of a fiduciary, providing such insurance
contract permits recourse by an insurer against the fiduciary in the case of
breach of fiduciary obligation by such fiduciary.

        Any fiduciary may purchase, from and for his own account, insurance to
protect himself in the event of a breach of fiduciary duty. The Employer may
also purchase insurance to cover the potential liability of one or more persons
who serve in a fiduciary capacity with regard to this Plan.

        14.15 Bonding. To the extent required by Section 412 of ERISA, every
fiduciary of the Plan who handles funds or other property or assets of the Plan
shall be bonded in accordance with the terms of and in the amount specified in
Section 412 of ERISA and the regulations promulgated pursuant to the authority
granted therein.

        14.16 Named Fiduciaries. The fiduciaries described in this Article are
"named fiduciaries" under ERISA.



                                       47
<PAGE>
                                   ARTICLE XV
                              AMENDMENT OF THE PLAN

        15.01 In General. The Board of Directors of the Sponsoring Employer may
amend this Plan in any manner that it deems expedient or proper at any time and
from time to time, provided that no such amendment shall, except as provided in
Article XIX hereof, (a) vest or revest in the Employer, directly or indirectly,
any interest in, or ownership or control of, any part of the Trust Fund or of
the assets thereof, or (b) make possible the diversion of any part of the Trust
Fund to, or the use thereof for any purpose other than the exclusive purpose of
providing benefits to Participants hereunder and their Beneficiaries and
defraying the reasonable expenses of administering the Plan and Trust, or (c)
reduce the amount theretofore allocated to the Accounts of any Participant, or
(d) change the rights, duties or responsibilities of the Trustee without the
consent of the Trustee. Notwithstanding the foregoing, if any amendment to the
Plan shall change the schedule or provisions hereof relating to the vesting or
nonforfeitability of accrued benefits, each Participant who (at the expiration
of the 60 day election period provided below) has at least three Years of
Vesting Service may irrevocably elect, in the manner and on forms provided by
the Administrative Committee within 60 days after the later of the adoption date
of the amendment, the effective date of the amendment or the date the
Participant is given written notice of the amendment, to continue to have his
vested, nonforfeitable rights or benefits computed under the Plan without regard
to such amendment.

        15.02 Merger. The Plan and Trust shall not be merged or consolidated
with, nor shall any assets or liabilities be transferred to, any other plan,
unless each Participant in the Plan would (if the Plan then terminated) receive
a benefit immediately after the merger, consolidation or transfer which is equal
to or greater than the benefit which the Participant would have been entitled to
receive immediately before the merger, consolidation or transfer (if the Plan
had then terminated).

        15.03 Limitation on Distributions. Notwithstanding any provision
contained in this Plan to the contrary, any amounts held by the Trust which are
attributable to contributions made pursuant to Article IV herein may be
distributable to any Participant or Beneficiary earlier than:

               (a) the Participant's separation from service, death, or
        Disability;

               (b) an event described in Code Section 401(k)(10);

               (c) the Participant's attainment of age 59-1/2; or

               (d) upon hardship of the Employee pursuant to Section 6.01
        herein.



                                       48
<PAGE>
                                   ARTICLE XVI
                                CLAIMS PROCEDURES

        16.01 Claims for Benefits.

               (a) Any Participant or Beneficiary (the "claimant," which term
        shall include the duly authorized representative of the claimant) may
        file a claim requesting benefits under the Plan by submitting to the
        Claims Representative of the Plan (which term shall mean the secretary
        of the Administrative Committee or such other person as the Sponsoring
        Employer may designate for such purpose) a written statement setting out
        the general nature of the claim.

               (b) If a duly submitted claim is wholly or partly denied by the
        Claims Representative, notice of the denial shall be furnished to the
        claimant within 90 days (or 45 days in the case of a disability claim
        after December 31, 2001) after receipt of the claim by the Claims
        Representative, unless special circumstances require an extension of
        time for processing the claim, in which case the claim shall be
        processed as soon as feasible, but in no event later than 90 days (or 30
        days in the case of a disability claim after December 31, 2001) from the
        end of such initial period. Such notice shall be given as provided in
        subparagraph (c) hereunder.

               (c) The Claims Representative shall provide to every claimant
        whose duly submitted claim for benefits is denied, written notice
        setting forth the following in a manner calculated to be understood by
        the claimant:

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

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

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

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

Such written notice shall be sent either by certified mail, return receipt
requested, to the claimant's last known address, or provided to such claimant in
such manner as the Administrative Committee may determine. If an adverse
decision involves a disability claim after December 31, 2001, the notice of the
decision shall also inform the claimant that if a Plan guideline was relied on
in making the adverse decision, a copy of the guideline will be provided to the
claimant, without charge, upon request.

        16.02 Appeals of Denied Claims.

               (a) The Claims Review Committee, which shall consist of the
        members of the Administrative Committee (other than the Claims
        Representative) or such other persons as the Sponsoring Employer may
        from time to time designate, shall review and make



                                       49
<PAGE>
        decisions on appeals of denied claims. All decisions of the Claims
        Review Committee shall be by majority vote.

               (b) Within 60 days (or 180 days in the case of a disability claim
        after December 31, 2001) after denial of a claim as herein provided, the
        claimant may request review of the denied claim by submitting a written
        request therefor to the Claims Review Committee.

               (c) After the request for a review of the claim denial has been
        submitted, and before issuance of the decision on review, the claimant
        may upon reasonable advance written notice review pertinent Plan
        documents during regular business hours at the Sponsoring Employer's
        place of business; provided, however, that such Plan documents shall not
        be considered to include any documents such as correspondence or
        memoranda between any agents or employees of the Employer and any other
        persons or government agencies. At the option of the Claims Review
        Committee the claimant may be given photocopies of pertinent Plan
        documents in lieu of a review of such documents at the Employer's place
        of business.

               (d) The claimant may submit issues and comments in writing to the
        Claims Review Committee.

               (e) Upon request of the claimant, or upon its own motion, the
        Claims Review Committee may, but shall not be required to, provide the
        claimant an opportunity for a hearing before the Claims Review
        Committee.

               (f) Within 60 days (or 45 days in the case of a disability claim
        after December 31, 2001) after receipt of a request for review, the
        Claims Review Committee shall render its decision, unless special
        circumstances (such as the need to hold a hearing) require an extension
        of time for processing the request for review, in which case a decision
        shall be rendered as soon as possible, but in no event later than 120
        days (or 90 days in the case of a disability claim after December 31,
        2001) after receipt of the request for review.

               (g) The decision on review shall be in writing and shall include
        specific reasons for the decision, written in a manner calculated to be
        understood by the claimant, and specific reference to the pertinent Plan
        provisions on which the decision is based.

               (h) If the determination involves a claim of disability after
        December 31, 2001, the following additional rules apply to an appeal.
        First, the review will be conducted by a Plan fiduciary who did not make
        the original determination on the claimant's claim and is not the
        subordinate of that person. Second, the claimant shall be provided the
        identity of any medical or vocational experts whose advice was obtained
        in connection with the determination, whether or not the advice was
        relied on by such Plan fiduciary. Third, any health care professional
        who is engaged for a consultation on appeal will be a different person
        from and not subordinate to any health care professional who the
        Committee consulted for the initial determination.



                                       50
<PAGE>
        16.03 Limitations Period. A Participant or Beneficiary may bring a legal
action with respect to a claim only if (a) all procedures described above in
this Article have been exhausted, and (b) the action is commenced within ninety
(90) days after a decision on review is furnished.



                                       51
<PAGE>
                                  ARTICLE XVII
             DISCONTINUANCE OF CONTRIBUTIONS -- TERMINATION OF PLAN

        17.01 Intention to Continue. The Sponsoring Employer has established
this Plan with the intention and expectation that from Year to Year it will be
able to, and will deem it advisable to make substantial and recurring
contributions, but the Employer does not guarantee to make or to continue to
make such contributions, and neither the Trustee nor the Participants, nor any
of them, shall have the right to enforce the payment of any contribution
hereunder by the Employer.

        17.02 Termination. The Sponsoring Employer shall have the power to
terminate the Plan at any time by appropriate resolutions of its Board of
Directors. A certified copy of such resolutions shall be given by the Sponsoring
Employer to the Trustee, and the Administrative Committee and the Administrative
Committee shall promptly notify all Participants hereunder, in writing, of such
termination of the Plan. In addition to termination by resolution of the Board
of Directors, the complete discontinuance of contributions shall constitute a
termination of the Plan. Each Employer reserves the right to terminate its
participation in the Plan at any time. The Trustee shall have no duty to
independently determine whether the Plan has been terminated, but shall for all
purposes be entitled to assume that the Plan is in full force and effect prior
to actual receipt of written notification of termination from the Sponsoring
Employer. For purposes hereof references to the termination of the Plan shall
include partial termination of the Plan, in which case the other provisions
hereof shall relate only to those Participants as to whom the Plan has so
terminated.

        17.03 No Further Contributions. No further contribution shall be made
hereunder by the Employer after the termination of the Plan.

        17.04 Allocations. If the Employer shall have made any contribution for
the Plan Year in which termination of the Plan occurs, or if there shall have
been any forfeitures during such Year, and if such contribution and/or
forfeitures have not been previously allocated, the Trustee shall, as of the
date of termination, following valuation adjustments as of such date and payment
or provision for payment of taxes and expenses, allocate such contribution
and/or forfeitures among the Employer Matching Contributions Accounts and
Employer Profit Sharing Contributions Accounts of those Employees who were
Participants on said date, in the manner hereinbefore provided, as if the Plan
Year had ended on such termination. The right of each Participant to the amount
credited to his Accounts shall thereupon be fully vested and nonforfeitable.

        17.05 Distribution. Promptly after termination of the Plan, the Trustee
shall pay and discharge all taxes and expenses properly payable from the Trust
Fund and all benefits payable hereunder. The Trustee may in its sole discretion
either distribute the remaining assets of the Trust Fund in kind or liquidate
them and distribute the net proceeds in cash to the persons who were
Participants hereunder on the date when the Plan was terminated in the
proportion, as to each such person, which the aggregate value of his Accounts
hereunder bears to the total value of all Participant Accounts then outstanding.



                                       52
<PAGE>
                                  ARTICLE XVIII
                         THE TRUST FUND AND THE TRUSTEE

        The Sponsoring Employer has entered into a Trust Agreement with the
Trustee, and said Trust Agreement and the Trust created thereunder shall
constitute a part of this Plan, and the rights of all persons under this Plan
shall, therefore, be subject to the terms of such Trust Agreement.



                                       53
<PAGE>
                                   ARTICLE XIX
                                  QUALIFICATION

        19.01 Qualification. This Plan and Trust may be retroactively amended if
the Sponsoring Employer considers such amendment necessary or appropriate in
order to obtain the ruling or determination of the Commissioner of Internal
Revenue that the Plan and Trust are "qualified" within the meaning of Code
Section 401, as amended, and that the Trust is exempt from tax under the
provisions of Code Section 501, or if necessary or appropriate in order to
maintain such ruling or determination. Notwithstanding any other provision in
this Plan to the contrary, if the Commissioner of Internal Revenue, upon the
Employer's request for initial approval of this Plan, determines that the Trust
created under this Plan is not a qualified trust exempt from Federal income tax,
then (and only then) the Trustee, upon written notice from the Employer, will
return the Employer's contributions (and increment attributable to the
contributions) to the Employer. The Trustee must make the return of the Employer
contribution under this Section 19.01 within one year of the final disposition
of the Employer's request for initial approval of the Plan. The Employer's Plan
and Trust will terminate upon the Trustee's return of the Employer's
contributions.

        19.02 Mistake of Fact or Disallowed Deduction. If an Employer makes a
contribution to the Trust Fund due to (a) a mistake of fact, or (b) a mistake in
determining the maximum amount deductible, then such Employer shall withdraw
from the Trust Fund the amount attributable to such mistaken contribution or
disallowed deduction, within one year after the mistaken contribution was made
or the deduction denied.



                                       54
<PAGE>
                                   ARTICLE XX
                                  MISCELLANEOUS

        20.01 No Guarantee of Employment. Participation under this Plan shall
not give any Employee the right to be retained in the employ of the Employer.

        20.02 Benefits Solely From Trust Fund. All benefits payable under this
Plan shall be paid solely out of the Trust Fund, and the Employer assumes no
liability or responsibility therefor.

        20.03 Headings. The headings of Articles and Sections are inserted for
convenience of reference only and are to be ignored in any construction of the
provisions hereof.

        20.04 Non-Gender Clause. In the construction of this Plan the masculine
shall include the feminine, the neuter shall include either or both the
masculine and the feminine, and the singular shall include the plural in all
cases where such meanings would be appropriate.

        20.05 Location of Plan Documents. The Employer shall keep copies of this
Plan and of the Trust Agreement available at its principal office for the
inspection of Participants, Employees and other persons who may in any manner be
concerned therewith.

        20.06 USERRA. Notwithstanding any provision of this Plan to the
contrary, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Code Section 414(u). Loan
repayments will be suspended under this Plan as permitted under Code Section
414(u)(4).



                                       55
<PAGE>
                                   ARTICLE XXI
                                STOCK PROVISIONS

        21.01 Investment in Employer Securities. This Plan and the Trust may
acquire and hold Stock.

        21.02 Distribution of Stock. Any distribution which the Participant
elects to receive in the form of stock shall be paid in whole shares of Stock,
with cash distributed for any fractional shares distributable from the Account
(the amount of cash so distributed shall be based on the fair market value of
the Stock determined as of a date determined by the Administrative Committee,
which date shall not precede the most recent Valuation Date). For purposes of
the foregoing, so long as the Stock is actively traded on the New York Stock
Exchange ("NYSE") or any other established securities market, the fair market
value of the Stock shall be the most recent closing price quoted on the NYSE or
other market exchange on the day preceding the date of the transaction.

        21.03 Voting and Tendering Stock. Each Participant shall have all
voting, tender and similar rights with respect to the Stock allocated to his
Account and shall direct the Trustee as to the manner in which to vote, tender
or otherwise act with respect to such Stock, irrespective of whether the
Participant is fully vested in such Accounts. Each Participant shall be provided
with such information as is distributed to stockholders of the Employer in
connection with any such voting, tender, and similar rights, and any additional
information the Trustee deems appropriate in order for each Participant to give
instructions. A reasonable deadline for return of such material may be
specified.

        The Administrator shall adopt procedures which are designed to safeguard
the confidentiality of all information relating to the purchase, holding and
sale of securities, and the exercise of voting, tender and similar rights with
respect to such Stock by Participants and Beneficiaries, except to the extent
necessary to comply with federal laws and state laws not pre-empted by ERISA.
Notwithstanding the foregoing, the Administrator shall appoint an independent
fiduciary to carry out the activities and duties relating to any situations in
which the Administrator determines involves a potential for undue Employer
influence upon Participants and Beneficiaries with regard to the direct or
indirect exercise of any stockholder rights with respect to Stock. For purposes
of this Section, the independent fiduciary shall not be affiliated with any
Employer of the Plan.

        Shares of Stock allocated to Participant Accounts shall be voted,
tendered or otherwise acted upon by the Trustee as instructed by the Participant
or Beneficiaries (hereinafter "directed Stock"). Fractional shares will be
aggregated to the extent possible to reflect the instructions of the Participant
or Beneficiaries. The failure of any Participant or Beneficiary to timely
instruct the Trustee pursuant to this Section shall be treated as an instruction
that the Stock allocated to such Participant's Accounts, other than his Employer
Matching Contributions Account, shall not be voted. If a Participant or
Beneficiary fails to timely instruct the Trustee with respect to the Stock
allocated to his Employer Matching Contributions Account, the Trustee shall vote
such non-directed Stock in the same proportion as the directed Stock of the
other Participants or Beneficiaries; except that in the case of a proxy contest
or tender offer, the Administrative Committee, or an investment manager
appointed by the Administrative Committee, shall direct



                                       56
<PAGE>
the Trustee with respect to any such non-directed Stock. For purposes of the
foregoing, "proxy contest" means any solicitation (as defined in Rule 14a-1
under the Securities Exchange Act of 1934) by a person or group of persons for
the purpose of opposing a solicitation by a majority of the Board of Directors
of the Company.

        For purposes of receiving, tabulating and transmitting instructions, the
Trustee will establish a procedure to ensure that instructions received from
individual Participant's and Beneficiaries regarding voting, tender and similar
rights are held in confidence and are not divulged, released or otherwise
utilized in a manner that, in the Trustee's reasonable judgment might influence
Participant's or Beneficiary's free exercise of the rights set forth in this
Section.

        21.04 Stock Contributions. For periods prior to the closing of the
Agreement and Plan of Merger Between OSI Acquisition, Inc. and O'Sullivan
Industries Holdings, Inc. dated as of May 17, 1999, the Employer, in its
discretion, may make its contributions in cash and/or shares of Stock. On and
after said date, Employer contributions shall be made exclusively in cash.



                                     * * * *



                                       57
<PAGE>
        IN WITNESS WHEREOF, the Sponsoring Employer has caused this document to
be executed this 18th day of June, 2002, but generally effective as of July 1,
1997.

                                       O'SULLIVAN INDUSTRIES HOLDINGS, INC.
                                       "Sponsoring Employer"

                                       By: /s/ Richard D. Davidson
                                           -------------------------------------
                                           Richard D. Davidson, President and
                                           Chief Executive Officer




ATTEST:

     /s/ Rowland H. Geddie, III
----------------------------------------
Rowland H. Geddie, III, Vice President,
General Counsel and Secretary



                                       58


</TEXT>
</DOCUMENT>
