ADESA INC
EXHIBIT 10.24
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>19
<FILENAME>a2141083zex-10_24.txt
<DESCRIPTION>EXHIBIT 10.24
<TEXT>
<Page>

                                                                   EXHIBIT 10.24

PRICEWATERHOUSECOOPERS


                          SUPPLEMENTARY RETIREMENT PLAN

                                       FOR

                              DESIGNATED EMPLOYEES

                                       OF

                      ADESA CANADA INC. AND ITS SUBSIDIARY
                            AND ASSOCIATED COMPANIES


                            EFFECTIVE JANUARY 1, 2002

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                  PAGE
                                                                                                  ----
<S>                                                                                                  <C>
SECTION I    INTRODUCTION............................................................................1

     1.1.    Background..............................................................................1
     1.2.    Purpose.................................................................................1
     1.3.    Effective Date..........................................................................1
     1.4.    Unfunded Plan...........................................................................1
     1.5.    Interpretation..........................................................................1

SECTION II   MEMBERSHIP & ELIGIBILITY................................................................2

     2.1.    Eligibility.............................................................................2
     2.2.    Membership Date.........................................................................2
     2.3.    Cessation of Membership.................................................................2
     2.4.    Age Limitation..........................................................................3
     2.5.    Waiving of Membership and Eligibility Requirements......................................3

SECTION III  Notional Accounts.......................................................................4

     3.1.    Contributions...........................................................................4
     3.2.    Notional Account........................................................................4
     3.3.    Determination of Annual Credit..........................................................4
     3.4.    Allocation of Annual Credit.............................................................4
     3.5.    Investment Return on Notional Account...................................................4
     3.6.    Ineligible Service......................................................................5
     3.7.    Temporary Absence or Maternity/Parental Leave...........................................5
     3.8.    Vesting.................................................................................5

SECTION IV   PAYMENT OF BENEFITS.....................................................................6

     4.1.    Calculation of Benefits.................................................................6
     4.2.    Termination Benefits....................................................................6
     4.3.    Retirement Benefits.....................................................................6
     4.4.    Death Benefits..........................................................................7
     4.5.    Beneficiary Designation.................................................................7

SECTION V    ADMINISTRATION..........................................................................8

     5.1.    Administrator...........................................................................8
     5.2.    Extension of Time for Elections.........................................................8
     5.3.    Payments to Minors and Incompetents.....................................................8
     5.4.    Notices, Forms, Waivers and Elections...................................................9
</Table>

                                      - i -
<Page>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<Caption>
                                                                                                  PAGE
                                                                                                  ----
<S>                                                                                                 <C>
SECTION VI   AMENDMENT TO OR TERMINATION OF THE PLAN................................................10

     6.1.    Continuation and Amendment.............................................................10
     6.2.    Plan Wind Up...........................................................................10
     6.3.    Cessation of Membership on Plan Wind Up................................................10

SECTION VII  GENERAL PROVISIONS.....................................................................11

     7.1.    Employment Rights......................................................................11
     7.2.    Effect of Misstatements................................................................11
     7.3.    Non-Assignment of Rights...............................................................11
     7.4.    Expenses...............................................................................11
     7.5.    Rights and Interests of Members........................................................11
     7.6.    Construction...........................................................................12

SECTION VIII GLOSSARY...............................................................................13

     8.1.    Defined Terms..........................................................................13

APPENDIX A   .......................................................................................16
</Table>

                                     - ii -
<Page>

                                    SECTION I

                                  INTRODUCTION

1.1. BACKGROUND

     ADESA Canada Inc. (the "Company") has established a group registered
     retirement savings plan and a deferred profit sharing plan for employees of
     the Company (the "Base Plan"), effective February 1, 2001. The Base Plan is
     registered under the provisions of the Income Tax Act. The Income Tax Act
     restricts the benefits that may be provided by these plans.

1.2. PURPOSE

     The Company has established this Supplementary Retirement Plan for
     Designated Employees of the Company and its Subsidiary and Associated
     Companies (the "Plan") with the object of retaining participating employees
     at the Company's Canadian Central Office and providing participating
     employees with enhanced benefits that, when added to benefits payable from
     the Base Plan, will enable participating employees to enhance income upon
     retirement.

1.3. EFFECTIVE DATE

     The Plan is effective January 1, 2002.

1.4. UNFUNDED PLAN

     The Company shall not be obliged to fund the Plan but may do so in its
     absolute and uncontrolled discretion.

1.5. INTERPRETATION

     The capitalized words and phrases used in this document are defined in the
     Glossary in Section VIII.

     The titles and headings that appear throughout this document are inserted
     for convenience and ease of understanding. These titles and headings shall
     not be used to determine the purpose, meaning or intention of the
     provisions of the Plan to which they are appended.

     Unless the context requires otherwise, the masculine gender includes the
     feminine and the singular includes the plural, and vice versa. A reference
     to a Section, Subsection or Paragraph is a reference to a Section,
     Subsection or Paragraph of the Plan, unless otherwise indicated.

<Page>

                                   SECTION II

                            MEMBERSHIP & ELIGIBILITY

2.1. ELIGIBILITY

     An Employee may become a Member on or after the completion of 12 months as
     an Employee on the date determined by the Company provided that the
     Employee has been designated by the Company as being eligible to join the
     Plan. The names of eligible Employees and the Employees' eligibility dates
     shall be set out in Section A.1 of Appendix A.

2.2. MEMBERSHIP DATE

     An Employee who, in accordance with Subsection 2.1, is eligible to join the
     Plan may elect to become a Member of the Plan by filing the designated form
     with the Company.

     If the Employee files the designated form within 60 days of the Employee's
     eligibility date as set out in Section A.1 of Appendix A, the Employee
     shall become a Member effective as of that eligibility date. However, if
     the Employee files the designated form with the Company more than 60 days
     from the Employee's eligibility date, the Employee shall become a Member on
     the first day of the month following the month in which the Employee filed
     the form.

2.3. CESSATION OF MEMBERSHIP

     An individual shall cease to be a Member on the earliest of the following
     dates:

     (a)  the date of the individual's Termination or Retirement;

     (b)  December 31 of the calendar year in which the Member attains 69 years
          of age; and

     (c)  unless the individual immediately commences Designated Service, the
          date that the individual ceases to be employed with the Company at the
          Canadian Central Office location. Where an individual's membership
          ceases in accordance with this Paragraph 2.3(c) the individual shall
          be deemed to have Retired for the purpose of determining the
          individual's rights and options under this Plan. The Company reserves
          the right to use its sole discretion to decide whether an Employee
          ceases to be employed with the Company at the Canadian Central Office
          location.

     No Member may withdraw from the Plan while a Member except as provided in
     this Subsection. Any individual who ceases to be a Member under this
     Subsection shall continue to be a Member for the sole purpose of making any
     necessary elections under the Plan.

                                      - 2 -
<Page>

2.4. AGE LIMITATION

     Notwithstanding Subsections 2.1 and 2.2, an Employee cannot become a Member
     after the end of the calendar year in which the Employee's 69th birthday
     occurs.

2.5. WAIVING OF MEMBERSHIP AND ELIGIBILITY REQUIREMENTS

     The Company may, at its sole discretion, waive the requirements for
     membership and eligibility in Subsections 2.1 and 2.2. Any waiver under
     either of these Subsections in respect of any particular Employee shall
     have no precedential value with respect to any waiver in respect of any
     other Employee.

                                      - 3 -
<Page>

                                   SECTION III

                                NOTIONAL ACCOUNTS

3.1. CONTRIBUTIONS

     No Member contributions are required or allowed.

3.2. NOTIONAL ACCOUNT

     The Company shall establish a Notional Account in respect of each Member
     effective as of the Membership Date.

3.3. DETERMINATION OF ANNUAL CREDIT

     The Annual Credit for each Member shall be determined based on the Member's
     Base Earnings in excess of $100,000, as at January 1 of each year, and the
     amount that corresponds in the scale in Section A.3 of Appendix A.

     The Annual Credit shall be reflected in the Member's Notional Account on
     January 1 of each year in respect of that particular year. Adjustments, if
     applicable, shall be made to the Annual Credit, in accordance with the
     provisions of Subsection 3.6 and 3.7, on December 31 of the particular
     year, before the Investment Return is applied to the Member's Notional
     Account.

     In the year of Termination, Retirement or death of a Member, the Annual
     Credit shall be pro rated to reflect the portion of the year the Member was
     Actively Employed.

3.4. ALLOCATION OF ANNUAL CREDIT

     The Company shall allocate to each Member's Notional Account an amount
     equal to the Annual Credit as determined in accordance with Subsection 3.3.

3.5. INVESTMENT RETURN ON NOTIONAL ACCOUNT

     Investment Returns shall be credited to each Member's Notional Account on
     December 31 of each year based on the following formula:

                                  A X (B/C - 1)

     where

     A    is equal to the Member's Notional Account balance on January 1 of the
          particular year, including the Annual Credit for the current year in
          accordance with the determination of such amount in Subsection 3.3

     B    is equal to the Index on December 31 of the particular year

     C    is equal to the Index on January 1 of the particular year

                                      - 4 -
<Page>

3.6. INELIGIBLE SERVICE

     For the purpose of determining the Annual Credits pursuant to Subsection
     3.3, Base Earnings shall be reduced on a pro rata basis for any consecutive
     period of ten or more days that a Member is not Actively Employed with the
     Company.

     For clarity, ineligible service shall not include periods of regularly
     scheduled vacation time.

3.7. TEMPORARY ABSENCE OR MATERNITY/PARENTAL LEAVE

     Notwithstanding Paragraph 3.6(i), for a Member who is not Actively Employed
     with the Company and is on a period of Temporary Absence or
     Maternity/Parental Leave, Base Earnings shall be deemed to be equal to the
     Base Earnings that the Member would have received in a calendar year if the
     Member's Active Employment had not been interrupted by a period of
     Temporary Absence or Maternity/parental Leave.

3.8. VESTING

     All Annual Credits allocated to a Member in accordance with this Section
     III are immediately vested in the Member.

                                      - 5 -
<Page>

                                   SECTION IV

                               PAYMENT OF BENEFITS

4.1. CALCULATION OF BENEFITS

     Upon a Member's Termination or Retirement, the Member shall be entitled to
     a benefit equal to:

                                    A + B + C

     where:

     A    is equal to the Annual Credit allocated to the Member's Notional
          Account pursuant to Section III in the calendar year of the Member's
          Termination or Retirement;

     B    is equal to the Member's Notional Account Balance at the end of the
          calendar year preceding the calendar year of the Member's Termination
          or Retirement; and

     C    is equal to the Investment Return that would have been achieved in the
          calendar year of Termination or Retirement on the sum of (A) and (B)
          if the amounts had been invested only to the end of the month
          preceding the Member's Termination or Retirement date.

4.2. TERMINATION BENEFITS

     Where a Member Terminates, the Member's entitlement to Termination Benefits
     calculated in accordance with Subsection 4.1 shall be paid to the Member as
     a Lump Sum Payment.

4.3. RETIREMENT BENEFITS

     Where a Member Retires, the Member may elect to receive his Retirement
     Benefits calculated in accordance with Subsection 4.1 as a Lump Sum Payment
     or as multiple Partial Payments.

     The Member shall elect the desired form of payment within 60 days of the
     date of the Member's Retirement. If at the end of 60 days no election has
     been received by the Company, the Member shall be deemed to have elected a
     Lump Sum Payment.

     A Lump Sum Payment shall be paid as soon as practicable to the Member.
     However, if in accordance with the preceding paragraph the Member elected
     to receive his entitlement in Partial Payments, the Member shall be paid
     his entitlement in an amount and over a period that is mutually agreed to
     between the Member and the Company, which period shall not exceed 36 months
     from the date that the Company received the Member's election. Partial
     Payments may not be made more frequently than once every 12 months in the
     36 month period.

                                      - 6 -
<Page>

4.4. DEATH BENEFITS

     Where a Member dies prior to having received Termination Benefits pursuant
     to Subsection 4.2 or Retirement Benefits pursuant to Subsection 4.3, the
     Member's Beneficiary shall receive by Lump Sum Payment, a Death Benefit
     that is equal to the Termination Benefit that the Member would have
     received had the Member Terminated on the day preceding the date of the
     Member's death.

4.5. BENEFICIARY DESIGNATION

     A Member may designate a Beneficiary under the Plan by filing a written
     notice with the Company.

     If a Member has failed to designate a Beneficiary the Spouse of the Member
     or, if there is no Spouse, the estate of the Member, shall be considered to
     be the Member's Beneficiary.

     A Member may change or revoke any beneficiary designation by written notice
     filed with the Company prior to the Member's death. The Company shall not
     be responsible for the legal sufficiency of any such change or revocation.

                                      - 7 -
<Page>

                                    SECTION V

                                 ADMINISTRATION

5.1. ADMINISTRATOR

     The Company shall be responsible for the overall operation and
     administration of the Plan. The Company shall have full power and authority
     to administer the Plan and, without limiting the generality of the
     foregoing, shall have the following specific powers and authority:

     (a)  to make and to enforce such rules, regulations and practices as the
          Company shall consider necessary or proper for the efficient
          administration of the Plan;

     (b)  to decide all questions and to make interpretations concerning the
          Plan, which decisions and interpretations shall be final;

     (c)  to make all approvals and consents required by the Plan unless
          specifically required of another person or entity;

     (d)  to employ one or more agents to carry out any act required to be done
          in the administration of the Plan;

     (e)  to compute the amounts of benefits or other payments which shall be
          payable to any person in accordance with the Plan and to determine the
          persons to whom such amounts shall be paid in accordance with the
          Plan; and

     (f)  to authorize payments to be made in respect of the Plan.

5.2. EXTENSION OF TIME FOR ELECTIONS

     The Company reserves the right to extend the time limits for any of the
     elections provided for by the terms of the Plan.

5.3. PAYMENTS TO MINORS AND INCOMPETENTS

     In the event that the Company finds that any individual entitled to any
     benefit under the Plan is, at the time when such benefit becomes payable, a
     minor or is physically, mentally or otherwise legally incompetent to
     receive such benefit or to give a valid release therefor, the Company may
     cause the payments becoming due to be paid to another person for the
     benefit of the minor or legally incompetent individual without
     responsibility on the part of the Company to follow the application of the
     payment. Any such payment shall be a payment for the account of such
     individual and shall operate as a complete discharge of all liability
     therefor under the Plan.

                                      - 8 -
<Page>

5.4. NOTICES, FORMS, WAIVERS AND ELECTIONS

     Any notice, form, waiver, other communication or election to be delivered
     or communicated for any purpose of the Plan shall be delivered or
     communicated, as the case may be, in such form and executed in such manner
     as the Company shall determine from time to time.

     Any person entitled to any benefit under the Plan shall be responsible for
     delivering a written notice of any change in the person's mailing address
     to the Company.

     Any notices, forms, waivers, consents, approvals, other communications or
     payments required or permitted to be given by the Company under the Plan
     shall be sufficiently given, served or delivered if delivered personally or
     sent by first class mail to the individual's last known address, or by such
     other method as agreed to by the Company. Any such document sent by first
     class mail is deemed to be given, served or delivered on the 5th day after
     the day of mailing.

     If any payment mailed by first class regular mail is returned, the mailing
     of payments may be stopped by the Company until the individual entitled to
     any benefit under the Plan makes demand therefor in writing and gives
     notice of the individual's current address.

     Any notices, forms, waivers, consents, approvals, or other communications
     required or permitted to be given by an individual to the Company shall be
     mailed by first class mail or courier or delivered by hand to the following
     address or any other address specified by the Company from time to time:

          ADESA Canada Inc.
          50 Burnamthorpe Road West, Suite 800
          Mississauga, Ontario
          L5B 3C2

          Attention: President

     Except as otherwise indicated herein, any document received by the Company
     will have effect, under the terms of the Plan, as of the date of receipt.
     The Company shall not be responsible for determining the veracity of the
     content of any such document or of the signatures contained therein.

                                      - 9 -
<Page>

                                   SECTION VI

                     AMENDMENT TO OR TERMINATION OF THE PLAN

6.1. CONTINUATION AND AMENDMENT

     The Company expects and intends to maintain the Plan in force indefinitely,
     but necessarily reserves the right to amend or terminate the Plan, either
     in whole or in part, at any time (including retroactively). No amendment to
     the Plan shall reduce the benefits accrued to Members or former Members
     prior to the date of the amendment.

6.2. PLAN WIND UP

     The Company may terminate and/or wind up the Plan at any time by resolution
     of the Board of Directors of the Company.

6.3. CESSATION OF MEMBERSHIP ON PLAN WIND UP

     As of the date of the termination or wind up of the Plan, each Member shall
     cease being a Member of the Plan. As of the date of termination or wind up,
     each Member shall be treated as having Terminated.

                                     - 10 -
<Page>

                                   SECTION VII

                               GENERAL PROVISIONS

7.1. EMPLOYMENT RIGHTS

     The establishment and implementation of the Plan shall not constitute an
     enlargement of any rights which a Member or other Employee has apart from
     the Plan. The rights conferred herein shall not be used to increase damages
     in respect of the dismissal or termination of employment of any Member or
     other Employee.

7.2. EFFECT OF MISSTATEMENTS

     If any Member, or any other person entitled to a benefit under the Plan,
     misstates any fact to the Company that would affect a benefit payable under
     the Plan, the benefit shall not be invalidated. Nevertheless, the amount of
     the benefit shall be adjusted retroactively to the amount which would have
     been payable if such fact or facts had not been misstated. In no event,
     however, shall there be any liability on the Company to pay any greater
     benefit with respect to any such Member, or other person, than the benefits
     that would have been payable in accordance with Section IV on the basis of
     the true facts.

7.3. NON-ASSIGNMENT OF RIGHTS

     No right of a person under the Plan, including money payable or transferred
     hereunder, may be surrendered, assigned, charged, anticipated or given as
     security. For the purposes of this Subsection, an assignment does not
     include:

     (a)  an assignment pursuant to a decree, order or judgment of a competent
          tribunal or a written agreement in settlement of rights arising out of
          the breakdown of a marriage or other conjugal relationship between a
          Member or former Member and the Member's or former Member's Spouse or
          former Spouse; or

     (b)  an assignment by the legal representative of a deceased Member on the
          distribution of the Member's estate.

7.4. EXPENSES

     All reasonable fees and expenses incurred in connection with the Plan,
     including but not limited to the Company's reasonable internal expenses,
     and the expenses associated with the establishment administration and
     record keeping services of the Plan, shall be paid by the Company.

7.5. RIGHTS AND INTERESTS OF MEMBERS

     No Member, former Member, retired Member, Spouse or Beneficiary under the
     Plan, or any other individual or group of individuals, shall have any
     interest in or right to any benefits except and to the extent expressly
     provided in this Plan.

                                     - 11 -
<Page>

7.6. CONSTRUCTION

     The Plan shall be governed and construed in accordance with the laws of
     Canada and of any provincial jurisdiction applicable to the Plan or to
     benefits payable under the Plan.

                                     - 12 -
<Page>

                                  SECTION VIII

                                    GLOSSARY

8.1. DEFINED TERMS

     "ACTIVELY EMPLOYED" means the daily performance of the duties assigned or
     reasonably related to the Employee's position. The Company reserves the
     right to use its sole discretion to decide whether a Member is Actively
     Employed in a day or for a period of days. "Active Employment" has a
     corresponding meaning.

     "ANNUAL CREDIT" means the amount determined in accordance with Subsection
     3.3.

     "BENEFICIARY" means the person designated as such under Subsection 4.5.

     "BASE EARNINGS" means total annual salary or wages from the Company before
     deductions, and excluding overtime pay, incentive compensation, bonuses and
     taxable benefits. Where there is any uncertainty as to whether an amount
     should be included in Base Earnings in respect of a Member, the Company
     shall have the sole discretion to adopt an administrative practice in
     accordance with Subsection 5.1, which shall be applied on the same basis to
     all Members.

     "COMPANY" means ADESA Canada Inc. or its successor, and any subsidiary or
     associated company which may become bound by the terms of the Plan. Where
     the terms of the Plan require action to be taken or a determination made by
     the Company then, for such purposes, Company shall mean ADESA Canada Inc.

     "CANADIAN CENTRAL OFFICE" means the Company location at 50 Burnamthorpe
     Road West, Suite 800, Mississauga, Ontario, L5B 3C2, and/or such other
     location that is designated by the Company.

     "DEATH BENEFITS" means the benefits determined in accordance with
     Subsection 4.4.

     "DESIGNATED SERVICE" means any period of one or more days during which a
     Member is Actively Employed with the Company at a location other than
     Canadian Central Office and that has been designated by the Company as
     Designated Service. Evidence of a Member's Designated Service shall be set
     out in Section A.2 of Appendix A.

     "EMPLOYEE" means an individual who is employed by the Company.

     "INDEX" means the TSE 300 Composite Index until April 30, 2002, and the
     S&P/TSE Composite Index from May 1, 2002, onwards, or such other index as
     is designated by the Company in its sole discretion.

     "INVESTMENT RETURN" means the amount determined in accordance with
     Subsection 3.5.

     "LUMP SUM PAYMENT" means a lump sum cash payment to the recipient equal to
     the Member's Notional Account Balance, less applicable withholding taxes.

                                     - 13 -
<Page>

     "MEMBER" means an individual who is identified in Section A.1 of Appendix A
     as being eligible to join the Plan and who has filed a membership form in
     accordance with Section 2.2. An individual shall cease to be a Member on
     the date determined in accordance with Subsection 2.3, provided that the
     individual shall continue to be a Member thereafter for the sole purpose of
     making any necessary elections under the Plan.

     "MEMBERSHIP DATE" means, in respect of a Member, the date determined in
     accordance with Subsection 2.2.

     "NOTIONAL ACCOUNT" means an unfunded account established to maintain a
     record of Member benefit entitlements determined in accordance with Section
     IV.

     "NOTIONAL ACCOUNT BALANCE" means, at the relevant time, the compounded sum
     of each year's Annual Credit and Investment Return.

     "PARTIAL PAYMENT" means a lump sum cash payment to the recipient equal to
     the Member's Notional Account Balance, less applicable withholding taxes.

     "PLAN" means the Supplementary Retirement Plan for Designated Employees of
     ADESA Canada Inc. and its Subsidiary and Associated Companies, effective
     January 1, 2002, and as amended from time to time thereafter.

     "PLAN WIND UP" means termination of the Plan by the Company in accordance
     with Section VI.

     "RETIREMENT" means cessation of a Member's employment for any reason other
     than death on or after age 50. "Retired" has a corresponding meaning. The
     Company reserves the right to use its sole discretion to decide whether a
     Member has Retired.

     "RETIREMENT BENEFITS" means the benefits determined in accordance with
     Subsection 4.3.

     "SPOUSE" means, in relation to a Member or former Member,

     (a)  if there is no person described in paragraph (b), a person who is
          married to the Member or former Member or who is party to a void
          marriage with the Member or former Member, or

     (b)  a person who is cohabiting with the Member or former Member in a
          conjugal relationship at the relevant time, having so cohabited with
          the Member or former Member for at least one year,

     The determination of an individual's status as the Spouse of a Member is to
     be upon the occurrence of specific events set out in the Plan.

     "TEMPORARY ABSENCE" means any period, not to exceed 10 consecutive business
     days in a calendar year, during which an Employee is unable to remain
     Actively Employed with the Company. Temporary Absence shall not include
     regularly scheduled vacation time.

                                     - 14 -
<Page>

     The Company reserves the right to use its sole discretion to determine
     whether an Employee is not Actively Employed with the Company due to a
     Temporary Absence.

     "TERMINATION" means cessation of a Member's employment with the Company for
     any reason other than death before age 50. "Terminated" and "Terminates"
     have corresponding meanings. The Company reserves the night to use its sole
     discretion to determine whether a Member has Terminated.

     "TERMINATION BENEFITS" means the benefits determined in accordance with
     Subsection 4.2.

                                     - 15 -
<Page>

                                   APPENDIX A

A.1  ELIGIBILITY

     In accordance with Subsection 2.1 of the Plan, the Employees named below
     shall be eligible to join as Members on the following dates:

<Table>
<Caption>
     EMPLOYEE NAME                                       ELIGIBILITY DATE
     -------------                                       ----------------
     <S>                                                 <C>
     Anna Marie Fosbrooke                                January 1, 2002
     Dale Hewitt                                         January 1, 2002
     Debbie Melady                                       January 1, 2002
     Cheryl Munce                                        January 1, 2002
     Brian Ormond                                        January 1, 2002
     Benjamin Skuy                                       January 1, 2002
     Shery1 Watson                                       January 1, 2002
</Table>

A.2  DESIGNATED SERVICE

     In accordance with Subsection 2.3 of the Plan, the Members named below
     shall be entitled to the following Designated Service:

<Table>
<Caption>
     EMPLOYEE NAME                                       ELIGIBILITY DATE
     -------------                                       ----------------
     <S>                                                 <C>



</Table>

A.3  SCALE OF ANNUAL CREDITS

     Using the following scale, a Member's Annual Credit pursuant to Section III
     shall be based on the value of the Member's Base Earnings that exceed
     $100,000 ("Excess Earnings") and the amount that corresponds to the range
     that accommodates the Member's Excess Earnings (the row in which Excess
     Earnings are equal to or greater than the lower amount in the range and
     less than the greater amount).

<Table>
<Caption>
     IF EXCESS EARNINGS ARE EQUAL
     TO OR GREATER THAN:                      AND LESS THAN:                    THE ANNUAL CREDIT IS:
     ----------------------------             --------------                    ---------------------
     <S>                                      <C>                               <C>
     $       0                                $   5,000                         $  8,400
     $   5,000                                $  10,000                         $  8,800
     $  10,000                                $  15,000                         $  9,200
     $  15,000                                $  20,000                         $  9,600
     $  20,000                                $  25,000                         $ 10,000
     $  25,000                                $  30,000                         $ 10,400
     $  30,000                                $  35,000                         $ 10,800
</Table>

                                     - 16 -
<Page>

<Table>
     <S>                                      <C>                               <C>
     $  35,000                                $  40,000                         $ 11,200
     $  40,000                                $  45,000                         $ 11,600
     $  45,000                                $  50,000                         $ 12,000
     $  50,000                                $  55,000                         $ 12,400
     $  55,000                                $  60,000                         $ 12,800
     $  60,000                                $  65,000                         $ 13,200
     $  65,000                                $  70,000                         $ 13,600
     $  70,000                                $  75,000                         $ 14,000
     $  75,000                                $  80,000                         $ 14,400
     $  80,000                                $  85,000                         $ 14,800
     $  85,000                                $  90,000                         $ 15,200
     $  90,000                                $  95,000                         $ 15,600
     $  95,000                                $ 100,000                         $ 16,000
     $ 100,000                                $ 105,000                         $ 16,400
     $ 105,000                                $ 110,000                         $ 16,800
     $ 110,000                                $ 115,000                         $ 17,200
     $ 115,000                                $ 120,000                         $ 17,600
     $ 120,000                                $ 125,000                         $ 18,000
     $ 125,000                                $ 130,000                         $ 18,400
     $ 130,000                                $ 135,000                         $ 18,800
     $ 135,000                                $ 140,000                         $ 19,200
     $ 140,000                                $ 145,000                         $ 19,600
     $ 145,000                                $ 150,000                         $ 20,000
     $ 150,000                                $ 155,000                         $ 20,400
     $ 155,000                                $ 160,000                         $ 20,800
     $ 160,000                                $ 165,000                         $ 21,200
     $ 165,000                                $ 170,000                         $ 21,600
     $ 170,000                                $ 175,000                         $ 22,000
     $ 175,000                                $ 180,000                         $ 22,400
     $ 180,000                                $ 185,000                         $ 22,800
     $ 185,000                                $ 190,000                         $ 23,200
     $ 190,000                                $ 195,000                         $ 23,600
     $ 195,000                                $ 200,000                         $ 24,000
</Table>

                                     - 17 -

</TEXT>
</DOCUMENT>
