NATIONAL TECHTEAM INC /DE/
SUPPLEMENTAL RETIREMENT PLAN DATED 10/1/00
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>6
<FILENAME>k60886ex10-17.txt
<DESCRIPTION>SUPPLEMENTAL RETIREMENT PLAN DATED 10/1/00
<TEXT>

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                                                                   EXHIBIT 10.17



                             NATIONAL TECHTEAM, INC.
                          SUPPLEMENTAL RETIREMENT PLAN



                         EFFECTIVE AS OF OCTOBER 1, 2000


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              NATIONAL TECHTEAM, INC. SUPPLEMENTAL RETIREMENT PLAN
                         EFFECTIVE AS OF OCTOBER 1, 2000

         This National TechTeam, Inc. Supplemental Retirement Plan (the "Plan")
is adopted by National TechTeam, Inc. (the "Employer") for certain of its
management employees. The purpose of the Plan is to provide those employees with
supplement retirement income and to offer those employees an opportunity to
elect to defer elements of their compensation which might not otherwise be
eligible for deferral under other Employer Plans, including the Employer's
qualified 401(k) Plan, and to receive the benefits of Employer additions
comparable to those under the Employer's qualified 401(k) Plan in the absence of
certain restrictions and limitations under that Plan and the Internal Revenue
Code. The Plan is intended to be a "top-hat" plan (i.e., an unfunded deferred
compensation plan maintained for a select group of management or highly
compensated employees) under Sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974 ("ERISA").

         Accordingly, the following Plan is adopted.

                                    ARTICLE I
                                   DEFINITIONS

         1.1 ACCOUNT means the balance credited to a Participant's or
Beneficiary's Plan account, including contribution credits and deemed income,
gains and losses (to the extent realized as determined by the Employer in its
discretion) credited thereto. A Participant's or Beneficiary's Account shall be
determined as of the date of reference.

         1.2 BASIC PLAN means the National TechTeam, Inc., 2000 Amended and
Restated 401(k)/Profit Sharing Plan.

         1.3 BENEFICIARY means any person or persons so designated in accordance
with the provisions of Article VII.

         1.4 CODE means the Internal Revenue Code of 1986 and the regulations
thereunder, as amended from time to time.


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

         For purposes of this Plan, the determination of Compensation shall be
made by including (a) deferrals pursuant to Section 3.1, and (b) amounts which
are contributed by the Employer pursuant to a salary reduction agreement and
which are not includible in the gross income of the Eligible Employee under Code
Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
contributions described in Code Section 414(h)(2) that are treated as Employer
contributions.

         1.6 DESIGNATION DATE means the date or dates as of which a designation
of deemed investment directions by an individual pursuant to Section 4.5, or any
change in a prior designation of deemed investment directions by an individual
pursuant to Section 4.5, shall become effective. The Designation Dates in any
Plan Year shall be January 1, April 1, July 1 and October 1.

         1.7 EFFECTIVE DATE means the date of the Plan, which shall be October
1, 2000.

         1.8 ELIGIBLE EMPLOYEE means, for any Plan Year (or applicable portion
thereof), a person employed by the Employer who is determined by the Employer to
be a member of a select group of management or highly compensated employees and
who is designated by the Employer to be an Eligible Employee under the Plan. By
each November 1, the Employer shall notify those individuals, if any, who will
be Eligible Employees for the next Plan Year. If the Employer determines that an
individual first becomes an Eligible Employee during a Plan Year, the Employer
shall notify such individual of its determination and of the date during the
Plan Year on which the individual shall first become an Eligible Employee.

         1.9 EMPLOYER means National TechTeam, Inc. and its successors and
assigns unless otherwise herein provided, or any other corporation or business


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organization which, with the consent of National TechTeam, Inc., or its
successors or assigns, assumes the Employer's obligations hereunder, or any
other corporation or business organization which agrees, with the consent of
National TechTeam, Inc., to become a party to the Plan.

         1.10 ENTRY DATE with respect to an individual means the first day of
the pay period following the date on which the individual first becomes an
Eligible Employee.

         1.11 PARTICIPANT means any person so designated in accordance with the
provisions of Article II, including, where appropriate according to the context
of the Plan, any former employee who is or may become (or whose Beneficiaries
may become) eligible to receive a benefit under the Plan.

         1.12 PARTICIPANT ENROLLMENT AND ELECTION FORM means the form on which a
Participant elects to defer Compensation hereunder and on which the Participant
makes certain other designations as required thereon.

         1.13 PLAN means this National TechTeam, Inc. Supplemental Retirement
Plan, as amended from time to time.

         1.14 PLAN YEAR means the twelve (12) month period ending on the
December 31 of each year during which the Plan is in effect.

         1.15 RETIREMENT DATE means the date on which a Participant has both
attained age 55 and been credited with 10 or more years of service with the
Employer.

         1.16 TRUST means the trust fund established pursuant to the Plan.

         1.17 TRUSTEE means the trustee named in the agreement establishing the
Trust and such successor and/or additional trustees as may be named pursuant to
the terms of the agreement establishing the Trust.

         1.18 VALUATION DATE means the March 31, June 30, September 30 and
December 31 of each Plan Year and any other date that the Employer, in its sole
discretion, designates as a Valuation Date.



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                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

         2.1 REQUIREMENTS. Every Eligible Employee on the Effective Date shall
be eligible to become a Participant on the Effective Date. Every other Eligible
Employee shall be eligible to become a Participant on the first Entry Date
occurring on or after the date on which he or she becomes an Eligible Employee.
No individual shall become a Participant, however, if he or she is not an
Eligible Employee on the date his or her participation is to begin.

         Participation in the Plan is voluntary. In order to participate, an
otherwise Eligible Employee must make written application in such manner as may
be required by Section 3.1 and by the Employer and must agree to make
Compensation Deferrals as provided in Article III.

         2.2 RE-EMPLOYMENT. If a Participant whose employment with the Employer
is terminated is subsequently re-employed, he or she shall become a Participant
in accordance with the provisions of Section 2.1.

         2.3 CHANGE OF EMPLOYMENT CATEGORY. During any period in which a
Participant remains in the employ of the Employer, but ceases to be an Eligible
Employee, he or she shall not be eligible to make Compensation Deferrals
hereunder.

                                   ARTICLE III
                            CONTRIBUTIONS AND CREDITS

         3.1 PARTICIPANT COMPENSATION DEFERRALS. An Eligible Employee may, for
any Plan Year in which he or she is a Participant, elect to accept a reduction
in Compensation from the Employer equal to a whole percentage of his or her
Compensation per payroll period not in excess of 17%; provided, however, that
such reduction in Compensation shall be reduced by the salary reduction
contributions which he or she has elected to make to the Basic Plan as of the
first day of such Plan Year, or, in the case of an individual who becomes an
Eligible Employee during a Plan Year, as of such individual's Entry Date.
Amounts so deferred will be considered a "Participant's


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Compensation Deferrals". Ordinarily, a Participant shall make such an election
with respect to a coming twelve (12) month Plan Year during the thirty (30) day
period prior to the beginning of such Plan Year or during such other period
established by the Employer. An individual who becomes an Eligible Employee
during a Plan Year shall make such election for the remaining portion of the
Plan Year during such period ending prior to his or her Entry Date as
established by the Employer.

         Compensation Deferrals shall be made by regular payroll deductions and
through deferral of a bonus not yet payable to a Participant at the time of the
election. Once made, a Compensation Deferral payroll deduction selection shall
continue in force for the remainder of the Plan Year. Thereafter, a Participant
may, within 30 days prior to the beginning of a Plan Year, increase, decrease or
suspend Compensation Deferrals for the ensuing Plan Year by executing and
delivering to the Employer a revised Participant Enrollment and Election Form. A
Participant's failure to amend his or her Compensation Deferral election, in
writing, within 30 days of the next following Plan Year (and those that follow)
shall constitute a waiver by the Participant to elect a different Compensation
Deferral deduction amount and a reaffirmation and ratification to continue the
Compensation Deferral deductions as previously elected. A Participant's failure
to amend his or her Compensation Deferral election in any particular Plan Year,
shall not preclude a Participant from increasing, decreasing or suspending his
or her Compensation Deferral deductions for any following Plan Year.

         There shall be established and maintained by the Employer a separate
Plan Account in the name of each Participant, which shall at all times be one
hundred percent (100%) vested in the Participant, and to which shall be credited
or debited: (a) amounts equal to the Participant's Compensation Deferrals, and
(b) amounts equal to any deemed income, gains or losses (as determined by the
Employer, in its discretion in accordance with Section 4.1) attributable or
allocable to the Participant's Account. The Employer shall have the discretion
to allocate such deemed income, gains, or losses among the Plan Accounts
pursuant to such allocation rules as the Employer deems to be reasonable and
administratively practicable.


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         Amounts equal to the Compensation Deferrals will be paid by the
Employer to the Trust with reasonable promptness after the total of such
Compensation Deferrals during any month or other period has been determined.

                                   ARTICLE IV
                               ALLOCATION OF FUNDS

         4.1 ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Pursuant to
Section 4.5, each Participant shall have the right to direct the Employer as to
how amounts in his or her Account shall be deemed to be invested. In such a
case, the Employer may direct the Trustee to invest the Account maintained in
the Trust on behalf of the Participant pursuant to the direction the Employer
has received from that Participant. The Participant's Plan Account will be
credited or debited with the increase or decrease, as applicable, of the
designated deemed investments, as follows:

         As of each Valuation Date, an amount equal to the earnings, gains or
         losses (as determined by the Employer, in its discretion), of each
         deemed investment option within the Trust since the preceding Valuation
         Date, less an amount equal to 1% of such earnings, gains or losses,
         shall be allocated to each Participant's Account.

         4.2 ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution
hereunder, the distribution to a Participant or his or her Beneficiary or
Beneficiaries shall be charged to such Participant's Account.

         4.3 SEPARATE ACCOUNTS. A separate Account under the Plan shall be
established and maintained by the Employer to reflect the Compensation Deferrals
for each Participant and the deemed earnings, gains and losses credited or
debited to such Account.

         4.4 INTERIM VALUATIONS. If it is determined by the Employer that the
value of the Trust, or any part thereof, as of any date on which distributions
are to be made differs materially from the value of the Trust on the prior
Valuation Date upon which the distribution is to be based, the Employer, in its
discretion, shall have the right to designate any date in the interim as a
Valuation Date for the purpose of revaluing the



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Trust, or any part thereof, so that the Account from which the distribution is
being made will, prior to the distribution, reflect its share of such material
difference in value.

         4.5 DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such
limitations as may from time to time be required by law, imposed by the Employer
or the Trustee, or contained elsewhere in the Plan, and subject to such
operating rules and procedures as may be imposed from time to time by the
Employer or the Trustee, prior to and effective for each Designation Date, each
Participant may communicate to the Employer a direction as to how his or her
Account should be deemed to be invested among such categories of deemed
investments as may be made available by the Employer hereunder. Such direction
shall designate the percentage (in any whole percent multiples) of each portion
of the Participant's Account which is requested to be deemed to be invested in
such categories of deemed investments, and shall be subject to the following
rules:

         (a) Any initial or subsequent deemed investment direction shall be in
writing, on a form supplied by and filed with the Employer, and shall be
effective as of the next Designation Date which is at least ten (10) business
days after such filing.

         (b) All amounts credited to the Participant's Account shall be deemed
to be invested in accordance with the then effective deemed investment
direction, and as of the effective date of any new deemed investment direction,
all or a portion of the Participant's Account at that date shall be reallocated
among the designated deemed investment funds according to the percentages
specified in the new deemed investment direction unless and until a subsequent
deemed investment direction shall be filed and become effective. An election
concerning deemed investment choices shall continue indefinitely as provided in
the Participant's most recent Participant Enrollment and Election Form, or other
form specified by the Employer.

         (c) If the Employer receives an initial or revised deemed investment
direction which it deems to be incomplete, unclear, or improper, the
Participant's investment direction then in effect shall remain in effect (or, in
the case of a deficiency in an initial deemed investment direction, the
Participant shall be deemed to have filed no deemed investment direction) until
the next Designation Date, unless the Employer provides for, and permits the
application of, corrective action prior thereto.


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         (d) If the Employer possesses at any time directions as to the deemed
investment of less than all of a Participant's Account, the Participant shall be
deemed to have directed that the undesignated portion Account be deemed to be
invested in a money market, fixed income, or similar fund made available under
the Plan as determined by the Employer in its discretion.

         (e) Each Participant hereunder, as a condition to his or her
participation hereunder, agrees to indemnify and hold harmless the Employer and
its agents and representatives from any losses or damages of any kind relating
to the deemed investment of the Participant's Account hereunder.

         (f) Each reference in this Section to a Participant shall be deemed to
include, where applicable, a reference to a Beneficiary.

                                   ARTICLE V
                            ENTITLEMENT TO BENEFITS

         5.1 TERMINATION OF EMPLOYMENT. If a Participant terminates employment
with the Employer for any reason, the Participant's Plan Account at the date of
termination shall be valued and payable according to the provisions of Article
VI.

         5.2 RE-EMPLOYMENT OF RECIPIENT. If a Participant receiving installment
distributions pursuant to Section 6.2 is re-employed by the Employer, the
remaining distributions due to the Participant shall be suspended until such
time as the Participant (or his or her Beneficiary) once again becomes eligible
for benefits under Section 5.1, at which time such distribution shall commence,
subject to the limitations and conditions contained in this Plan.

                                   ARTICLE VI
                            DISTRIBUTION OF BENEFITS

         6.1 AMOUNT. A Participant (or his or her Beneficiary) shall become
entitled to receive, on or about the date of the Participant's termination of
employment with the Employer, a distribution in an aggregate amount equal to the
Participant's Account,

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which amount, depending on (a) the performance of the deemed investments elected
from time to time by the Participant, the Beneficiary and/or the Employer, as
applicable, and (b) the extent to which the investments of the Trust relating to
the Participant's deemed investments under Sections 4.1 and 4.5 actually are
realized by the Trust, may be less than, equal to, or greater than the aggregate
amount of the Participant's Compensation Deferrals. Any payment due hereunder
from the Trust which is not paid by the Trust will be paid by the Employer from
its general assets.

         6.2      METHOD OF PAYMENT.

         (a)      Cash Payments. All payments under the Plan shall be made in
                  cash.

         (b)      Timing and Manner of Payment.

                  (1) In the event a Participant terminates employment with the
Employer for any reason on or after his or her Normal Retirement Date, an
aggregate amount equal to the Participant's Account will be paid by the Trust or
the Employer to the Participant in a lump sum on or about the date of the
Participant's termination of employment with the Employer, or in the monthly
installments made over a period (not to exceed 20 years), as selected by the
Participant in the Plan Year prior to his or her termination of employment. If a
Participant fails to designate properly the manner of payment of the
Participant's benefit under the Plan, such payment will be in a lump sum on or
about the date of the Participant's termination of employment with the Employer.

                  (2) In the event that a Participant terminates employment with
the Employer for any reason prior to his Normal Retirement Date, an aggregate
amount equal to the Participant's Account will be paid by the Trust or the
Employer to the Participant in a lump sum on or about the Participant's
termination of employment with the Employer.

                  (3) If the whole or any part of the payment hereunder by the
Trust of the Employer is to be in installments, the total to be so paid shall
continue to be deemed to be invested pursuant to Sections 4.1 and 4.5 under such
procedures as the Employer may establish, in which case, subject to the
limitations of Section 6.1 any deemed income, gain, or losses (as determined by
the Employer, in its discretion in accordance with Section 4.1) shall be
reflected in the installment payments, in such equitable manner as the Employer
shall determine.

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        6.3 DEATH BENEFITS. If a Participant dies before terminating his or her
employment with the Employer and before the commencement of payments to the
Participant hereunder, an aggregate amount equal to the Participant's Account
shall be paid by the Trust or the Employer in a lump sum to the person or
persons designated in accordance with Section 7.1 as soon as practicable
following the Participant's death.

         Upon the death of a Participant after payments hereunder have begun in
accordance with Section 6.2(b)(1), but before he or she has received all
payments to which he or she is entitled under the Plan, the remaining benefit
payments shall be paid to the person or persons designated in accordance with
Section 7.1, in the manner in which such benefits were payable to the
Participant, unless the Beneficiary elects a more rapid form or schedule of
distribution. Such election must be made prior to December 31 of the Plan Year
in which the Participant dies and shall apply only to payments which would
otherwise have been paid hereunder to the Participant after such December 31.

                                   ARTICLE VII
                         BENEFICIARIES; PARTICIPANT DATA

         7.1 DESIGNATION OF BENEFICIARIES. Each Participant from time to time
may designate any person or persons (who may be named contingently or
successively) to receive such benefits as may be payable under the Plan upon or
after the Participant's death, and such designation may be changed from time to
time by the Participant by filing a new designation. Each designation will
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Employer and will be effective only when filed in writing with
the Employer during the Participant's lifetime.

         In the absence of a valid Beneficiary designation, or if, at the time
any benefit payment is due to a Beneficiary, there is no living Beneficiary
validly named by the Participant, the Employer shall pay any such benefit
payment to the Participant's spouse, if then living, but otherwise to the
Participant's then living descendants, if any, per stirpes, but, if none, to the
Participant's estate. In determining the existence or


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identity of anyone entitled to a benefit payment, the Employer may rely
conclusively upon information supplied by the Participant's personal
representative, executor, or administrator. If a question arises as to the
existence or identity of anyone entitled to receive a benefit payment as
aforesaid, or if a dispute arises with respect to any such payment, then,
notwithstanding the foregoing, the Employer, in its sole discretion, may
distribute such payment to the Participant's estate without liability for any
tax or other consequences which might flow therefrom, or may take such other
action as the Employer deems to be appropriate.

         7.2 INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES;
INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication, statement,
or notice addressed to a Participant or to a Beneficiary at his or her last post
office address as shown on the Employer's records shall be binding on the
Participant or Beneficiary for all purposes of the Plan. The Employer shall not
be obliged to search for any Participant or Beneficiary beyond the sending of a
registered letter to such last known address. If the Employer notifies any
Participant or Beneficiary that he or she is entitled to an amount under the
Plan and the Participant or Beneficiary fails to claim such amount or make his
or her location known to the Employer within three (3) years thereafter, then,
except as otherwise required by law, if the location of one or more of the next
of kin of the Participant is known to the Employer, the Employer may direct
distribution of such amount to any one or more or all of such next of kin, and
in such proportions as the Employer determines. If the location of none of the
foregoing persons can be determined, the Employer shall have the right to direct
that the amount payable shall be deemed to be a forfeiture, except that the
dollar amount of the forfeiture, unadjusted for deemed gains or losses in the
interim, shall be paid by the Employer if a claim for the benefit subsequently
is made by the Participant or the Beneficiary to whom it was payable. If a
benefit payable to an unlocated Participant or Beneficiary is subject to escheat
pursuant to applicable state law, the Employer shall not be liable to any person
for any payment made in accordance with such law.

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                                  ARTICLE VIII
                                    THE TRUST

         8.1 ESTABLISHMENT OF TRUST. The Employer shall establish the Trust with
the Trustee, pursuant to such terms and conditions as are set forth in the Trust
agreement to be entered into between the Employer and the Trustee. The Trust is
intended to be treated as a "grantor" trust under the Code, and the
establishment of the Trust is not intended to cause Participants to realize
current income on amounts contributed thereto, and the Trust shall be so
interpreted.

                                   ARTICLE IX
                                 ADMINISTRATION

         9.1 ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided
herein, the Employer shall have the sole responsibility for and the sole control
of the operation and administration of the Plan and shall have the discretionary
power and authority to take all action and to make all decisions and
interpretations which may be necessary or appropriate in order to administer and
operate the Plan, including, without limiting the generality of the foregoing,
the power, duty and responsibility to:

         (a) Resolve and determine all disputes or questions arising under the
Plan, including the power to determine the rights of Eligible Employees,
Participants and Beneficiaries, and their respective benefits, and to remedy any
ambiguities, inconsistencies, or omissions in the Plan.

         (b) Adopt such rules of procedure and regulations as in its opinion may
be necessary for the proper and efficient administration of the Plan and as are
consistent with the Plan.

         (c) Implement the Plan in accordance with its terms and the rules and
regulations adopted as above.

         (d) Make determinations with respect to the eligibility of any Eligible
Employee as a Participant and make determinations concerning the crediting and
distribution of Plan Accounts.

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         (e) Appoint any persons or firms, or otherwise act to secure
specialized advice or assistance, as it deems necessary or desirable in
connection with the administration and operation of the Plan, and the Employer
shall be entitled to rely conclusively upon, and shall be fully protected in any
action or omission taken by it in good faith reliance upon, the advice or
opinion of such firms or persons. The Employer shall have the power and
authority to delegate from time to time by written instrument all or any part of
its duties, powers, or responsibilities. Any action of such person or committee
in the exercise of such delegated duties, powers, or responsibilities shall have
the same force and effect for all purposes hereunder as if such action had been
taken by the Employer. Further, the Employer may authorize one or more persons
to execute any certificate or document on behalf of the Employer, in which event
any person notified by the Employer of such authorization shall be entitled to
accept and conclusively rely upon any such certificate or document executed by
such person as representing action by the Employer until such third person shall
have been notified of the revocation of such authority.

         9.2 MUTUAL EXCLUSION OF RESPONSIBILITY. Neither the Trustee nor the
Employer shall be obliged to inquire into or be responsible for any act or
failure to act, or the authority therefor, on the part of the other.

         9.3 DISCRETIONARY ACTS. Whenever in the administration or operation of
the Plan, it is provided that the Employer may perform any act or may permit any
action to be taken, or may consent to any act or procedure or wherever
discretionary powers are given to the Employer in connection with any act,
permission or procedure, it is distinctly understood that the same shall be in
the Employer's role, full and uncontrolled discretion.

         9.4 LITIGATION. Except as may be otherwise required by law, in any
action or judicial proceeding affecting the Plan, no Participant or Beneficiary
shall be entitled to any notice or service of process, and any final judgment
entered in such action shall be binding on all persons interested in, or
claiming under, the Plan.

         9.5 PAYMENT OF ADMINISTRATION EXPENSES. All expenses incurred in the
administration and operation of the Plan and the Trust, including any taxes
payable

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by the Employer in respect of the Plan or Trust or payable by or from the Trust
pursuant to its terms, shall be paid by the Employer.

         9.6 CLAIMS PROCEDURE. Any person claiming a benefit under the Plan (a
"Claimant") shall present the claim, in writing, to the Employer, and the
Employer shall respond in writing. If the claim is denied, the written notice of
denial shall state, in a manner calculated to be understood by the Claimant:

         (a) The specific reason or reasons for the denial, with specific
references to the Plan provisions on which the denial is based;

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

         (c) An explanation of the Plan's claims review procedure.

         The written notice denying or granting the Claimant's claim shall be
provided to the Claimant within ninety (90) days after the Employer's receipt of
the claim, unless special circumstances require an extension of time for
processing the claim. If such an extension is required, written notice of the
extension shall be furnished by the Employer to the Claimant within the initial
ninety (90) day period and in no event shall such an extension exceed a period
of ninety (90) days from the end of the initial ninety (90) day period. Any
extension notice shall indicate the special circumstances requiring the
extension and the date on which the Employer expects to render a decision on the
claim. Any claim not granted or denied within the period noted above shall be
deemed to have been denied.

         Any Claimant whose claim is denied, or deemed to have been denied under
the preceding sentence (or such Claimant's authorized representative), may,
within sixty (60) days after the Claimant's receipt of notice of the denial, or
after the date of the deemed denial, request a review of the denial, or after
the date of the deemed denial, request a review of the denial by notice given,
in writing, to the Employer. Upon such a request for review, the claim shall be
reviewed by the Employer (or its designated representative), which may, but
shall not be required to, grant the Claimant a hearing. In connection with the
review, the Claimant may have representation, may examine pertinent documents
and may submit issues and comments in writing.

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         The decision on review normally shall be made within sixty (60) days of
the Employer's receipt of the request for review. If an extension of time is
required due to special circumstances, the Claimant shall be notified, in
writing, by the Employer, and the time limit for the decision on review shall be
extended to one hundred twenty (120) days. The decision on review shall be in
writing and shall state, in a manner calculated to be understood by the
Claimant, the specific reasons for the decision and shall include references to
the relevant Plan provisions on which the decision is based. The written
decision on review shall be given to the Claimant within the sixty (60) day (or,
if applicable, the one hundred twenty (120) day) time limit discussed above. If
the decision on review is not communicated to the Claimant within the sixty (60)
day (or, if applicable, the one hundred twenty (120) day) period discussed
above, the claim shall be deemed to have been denied upon review. All decisions
on review shall be final and binding with respect to all concerned parties.

                                    ARTICLE X
                                    AMENDMENT

         10.1 RIGHT TO AMEND. The Employer, by written instrument executed by
the Employer, shall have the right to amend the Plan, at any time with respect
to any provisions hereof, and all parties hereto or claiming any interest
hereunder shall be bound by such amendment; provided, however, that no such
amendment shall deprive a Participant or a Beneficiary of a right accrued
hereunder prior to the date of the amendment.

         10.2 AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN.
Notwithstanding the provisions of Section 10.1, the Plan and the Trust agreement
may be amended by the Employer at any time, retroactively if required, if found
necessary, in the opinion of the Employer, in order to ensure that the Plan is
characterized as "top-hat" plan of deferred compensation maintained for a select
group of management or highly compensated employees as described under ERISA
Sections 201(2), 301(a)(3) and 401(a)(1) and to conform the Plan to the
provisions and requirements of any applicable law (including ERISA and the
Code). No such

                                                                              15

<PAGE>   17

amendment shall be considered prejudicial to any interest of a Participant or a
Beneficiary hereunder compensation maintained for a select group of management
or highly compensated employees, as described under ERISA Sections 201(2),
301(a)(3) and 401(a)(1), and to conform the Plan to the provisions and
requirements of any applicable law (including ERISA and the Code). No such
amendment shall be considered prejudicial to any interest of a Participant of a
Beneficiary hereunder.

                                   ARTICLE XI
                                   TERMINATION

         11.1 EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN. The Employer
reserves the right, at any time, to terminate the Plan and/or its obligation to
make further credits to Plan accounts. The Employer also reserves the right, at
any time, to suspend the operation of the Plan for a fixed or indeterminate
period of time.

         11.2 AUTOMATIC TERMINATION OF PLAN. The Plan, but not the Trust,
automatically shall terminate upon the dissolution of the Employer, or upon its
merger into or consolidation with any other corporation or business organization
if there is a failure by the surviving corporation or business organization to
adopt specifically and agree to continue the Plan.

         11.3 SUSPENSION OF DEFERRALS. In the event of a suspension of the Plan,
the Employer shall continue all aspects of the Plan other than Compensation
Deferrals under Section 3.1, during the period of the suspension, in which event
payments hereunder will continue to be made during the period of the suspension
in accordance with Articles V and VI.

         11.4 ALLOCATION AND DISTRIBUTION. This Section shall become operative
upon a complete termination of the Plan. The provisions of this Section shall
also become operative in the event of a partial termination of the Plan, as
determined by the Employer, but only with respect to that portion of the Plan
attributable to the Participants to whom the partial termination is applicable.
Upon the effective date of any such event, notwithstanding any other provisions
of the Plan, no persons who were not theretofore Participants shall be eligible
to become Participants, the value of the

                                                                              16

<PAGE>   18

interest of all Participants and Beneficiaries shall be determined and, after
deduction of estimated expenses in liquidating and, if applicable, paying Plan
benefits, paid to them as soon as is practicable after such termination.

         11.5 SUCCESSOR TO EMPLOYER. Any corporation or other business
organization which is a successor to the Employer by reason of a consolidation,
merger or purchase of substantially all of the assets of the Employer shall have
the right to become a Party to the Plan by adopting the same by resolution of
the entity's board of directors or other appropriate governing body. If, within
ninety (90) days from the effective date of such consolidation, merger or sale
of assets, such new entity does not become a party thereto, as above provided,
the Plan automatically shall be terminated, and the provisions of Section 10.4
shall become operative.

                                   ARTICLE XII
                                  MISCELLANEOUS

         12.1 LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the establishment of
the Plan nor any modification thereof, nor the creation of any account under the
Plan, nor the payment of any benefits under the Plan shall be construed as
giving to any Participant or other person any legal or equitable right against
the Employer, or any officer or employer thereof, except as provided by law or
by any Plan provision. The Employer does not in any way guarantee any
Participant's Account from loss or depreciation, whether caused by poor
investment performance of a deemed investment or the inability to realize upon
an investment due to an insolvency affecting an investment vehicle or any other
reasons, in no event shall the Employer, or any successor, employee, officer,
director or stockholder of the Employer, be liable to any person on account of
any claim arising by reason of the provisions of the Plan or of any instrument
or instruments implementing its provisions, or for the failure of any
Participant, Beneficiary or other person to be entitled to any particular tax
consequences with respect to the Plan, or any credit or distribution hereunder.

                                                                              17

<PAGE>   19
         12.2 WITHHOLDING. All deferrals and payments provided for hereunder
shall be subject to applicable withholding and other deductions as shall be
required of the Employer under any applicable, local, state or federal law.

         12.3 SPENDTHRIFT PROVISION. No amount payable to a Participant or a
Beneficiary under the Plan will, except as otherwise specifically provided by
law, be subject in any manner to anticipation, alienation, attachment,
garnishment, sale, transfer, assignment (either at law or in equity), levy,
execution, pledge, encumbrance, charge or any other legal or equitable process,
and any attempt to do so will be void; nor will any benefit be in any manner
liable for or subject to the debts, contracts, liabilities, engagements or torts
of the person entitled thereto. Further, (i) the withholding of taxes from Plan
benefit payments, (ii) the recovery under the Plan of overpayment of benefits
previously made to a Participant or Beneficiary, (iii) if applicable, the
transfer of benefit rights from the Plan to another plan, or (v) the direct
deposit of benefit payments to an account in a banking instruction (if not
actually part of an arrangement constituting an assignment or alienation) shall
not be construed as an assignment or alienation.

         In the event that any Participant's or Beneficiary's benefits hereunder
are garnished or attached by order of any court, the Employer may bring an
action or a test declaratory judgment in a court of competent jurisdiction to
determine the proper recipient of the benefits to be paid under the Plan. During
the pendency of said action, any benefits that become payable shall be held as
credits to the Participant's or Beneficiary's Account or, if the Employer
prefers, paid into the court as they become payable, to be distributed by the
court to the recipient as the court deems proper at the close of said action.

         12.4 NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of the
Plan shall not be deemed to be a contract between the Employer and any person or
to be consideration for the employment of any person. Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of the
Employer or to restrict the right of the Employer to discharge any person at any
time, nor shall the Plan be deemed to give the Employer the right to require any
person to remain in the


                                                                              18

<PAGE>   20

employ of the Employer or to restricted any person's right to terminate his or
her employment at any time.

         12.5 CONSTRUCTION. If any provision of the Plan is held to be illegal
or void, such illegality or invalidity shall not affect the remaining provisions
of the Plan, but shall be fully severable, and the Plan shall be construed and
enforced as if said illegal or invalid provision had never been inserted herein.
For all purposes of the Plan, where the context admits, the singular shall
include the plural, and the plural shall include the singular. Heads of Articles
and Sections herein are inserted only for convenience of referenced and are not
to be considered in the construction of the Plan.

         IN WITNESS WHEREOF, the Employer has caused the Plan to be executed and
its seal to be affixed hereto, effective as of October 1, 2000.

                                            NATIONAL TECHTEAM, INC.



                                            By:______________________________

                                                   Its_________________________


                                                                              19
</TEXT>
</DOCUMENT>
