EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT OF J. D. EDWARDS & COMPANY

1
EXHIBIT 10.15

EMPLOYEE STOCK OWNERSHIP PLAN
AND TRUST AGREEMENT
OF
X. X. XXXXXXX & COMPANY

(As Amended and Restated Effective January 1, 1996)

2
TABLE OF CONTENTS

PAGE

Article I Definitions ..................................................... 1

1.1 Plan .............................................................. 1
1.2 Employer .......................................................... 1
1.3 Trustee ........................................................... 1
1.4 Plan Administrator ................................................ 2
1.5 Advisory Committee ................................................ 2
1 6 Employee .......................................................... 2
1.7 Highly Compensated Employee ....................................... 2
1.8 Participant ....................................................... 3
1.9 Beneficiary ....................................................... 3
1.10 Compensation ...................................................... 3
1.11 Account ........................................................... 5
1.12 Accrued Benefit ................................................... 5
1.13 Nonforfeitable .................................................... 5
1.14 Plan Year ......................................................... 6
1.15 Effective Date .................................................... 6
1.16 Plan Entry Date ................................................... 6
1.17 Accounting Date ................................................... 6
1.18 Trust ............................................................. 6
1.19 Trust Fund ........................................................ 6
1.20 ERISA ............................................................. 6
1.21 Code .............................................................. 6
1.22 Service ........................................................... 6
1.23 Hour of Service ................................................... 6
1.24 Disability ........................................................ 7
1.25 Service for Predecessor Employer .................................. 8
1.26 Related Employers ................................................. 8
1.27 Leased Employees .................................................. 8
1.28 Determination of Top Heavy Status ................................. 9
1.29 Disqualified Person ............................................... 11
1.30 Employer Securities ............................................... 11
1.31 Exempt Loan ....................................................... 11
1.32 Leveraged Employer Securities ..................................... 11

Article II Employee Participants .......................................... 11

2.1 Eligibility ....................................................... 11
2.2 Year of Service - Participation ................................... 11
2.3 Break in Service - Participation .................................. 12
2.4 Participation Upon Re-Employment .................................. 12

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TABLE OF CONTENTS
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PAGE

Article III Employer Contributions and Forfeitures ........................... 12

Part 1. Amount of Employer Contributions and Plan Allocations: Sections 3.1
through 3.6 ......................................................... 12
3.1 Amount .............................................................. 12
3.2 Determination of Contribution ....................................... 12
3.3 Time of Payment of Contribution ..................................... 12
3.4 Contribution Allocation ............................................. 13
3.5 Forfeiture Allocation ............................................... 14
3.6 Accrual of Benefit .................................................. 14

Part 2. Limitations on Allocations: Sections 3.7 and 3.8 .................... 15
3.7 Limitations on Allocations to Participants' Accounts ................ 15
3.8 Definitions - Article III ........................................... 16

Article IV Participant Contributions ......................................... 18

4.1 Participant Voluntary Contributions ................................. 18
4.2 Participant Rollover Contributions .................................. 18

Article V Termination of Service - Participant Vesting ....................... 18

5.1 Normal Retirement Age ............................................... 18
5.2 Participant Disability or Death ..................................... 18
5.3 Vesting Schedule .................................................... 18
5.4 Cash-Out Distributions to Partially-Vested Participants/Restoration
of Forfeited Accrued Benefit ........................................ 19
5.5 Segregated Account for Repaid Amount ................................ 20
5.6 Year of Service - Vesting ........................................... 20
5.7 Break in Service - Vesting .......................................... 21
5.8 Included Years of Service - Vesting ................................. 21
5.9 Forfeiture Occurs ................................................... 21

Article VI Time and Method of Payment of Benefit ................................ 21

6.1 Time of Payment of Accrued Benefit .................................. 21
6.2 Method of Payment of Accrued Benefit ................................ 23
6.3 Benefit Payment Elections ........................................... 24
6.4 Special Distribution and Payment Requirements ....................... 25

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6.5 Distributions Under Domestic Relations Orders ............................ 26
6.6 Rollover Distributions ................................................... 27

Article VII Employer Administrative Provisions ................................ 28

7.1 Information to Committee ................................................. 28
7.2 No Liability ............................................................. 28
7.3 Indemnity of Committee ................................................... 28
7.4 Employer Direction of Investment ......................................... 28
7.5 Amendment to Vesting Schedule ............................................ 29

Article VIII Participant Administrative Provisions ............................ 29

8.1 Beneficiary Designation .................................................. 29
8.2 No Beneficiary Designation ............................................... 29
8.3 Personal Data to Committee ............................................... 30
8.4 Address for Notification ................................................. 30
8.5 Assignment or Alienation ................................................. 30
8.6 Notice of Change in Terms ................................................ 30
8.7 Litigation Against the Trust ............................................. 30
8.8 Information Available .................................................... 30
8.9 Appeal Procedure for Denial of Benefits .................................. 31
8.10 Participant Direction of Investment ...................................... 31

Article IX Advisory Committee Duties with Respect to Participants' Accounts ... 32

9.1 Members' Compensation, Expenses .......................................... 32
9.2 Term ..................................................................... 32
9.3 Powers ................................................................... 32
9.4 General .................................................................. 33
9.5 Funding Policy ........................................................... 34
9.6 Manner of Action ......................................................... 34
9.7 Authorized Representative ................................................ 34
9.8 Interested Member ........................................................ 34
9.9 Individual Accounts ...................................................... 34
9.10 Value of Participant's Accrued Benefit ................................... 34
9.11 Allocations To Participant's Accounts .................................... 35
9.12 Individual Statement ..................................................... 36

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TABLE OF CONTENTS
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Page

9.13 Account Charged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

9.14 Unclaimed Account Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Article X Trustee, Powers and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

10.1 Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
10.2 Receipt of Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
10.3 Full Investment Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
10.4 Records and Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
10.5 Fees and Expenses From Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
10.6 Parties to Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
10.7 Professional Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
10.8 Distribution of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
10.9 Distribution Directions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
10.10 Third Party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
10.11 Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
10.12 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
10.13 Interim Duties and Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
10.14 Valuation of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
10.15 Limitation on Liability - If Investment Manager Appointed . . . . . . . . . . . . . . . . . . . . . 44
10.16 Participant Voting Rights--Employer Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

Article XI Repurchase Of Employer Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

11.1 Put Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
11.2 Restriction on Employer Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
11.3 Lifetime Transfer/Right of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
11.4 Payment of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
11.5 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
11.6 Terms and Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Article XII Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

12.1 Evidence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
12.2 No Responsibility for Employer Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
12.3 Fiduciaries Not Insurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
12.4 Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
12.5 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
12.6 Word Usage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

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12.7 State Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
12.8 Employment Not Guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Article XIII Exclusive Benefit, Amendment, Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

13.1 Exclusive Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
13.2 Amendment by Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
13.3 Discontinuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
13.4 Full Vesting on Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
13.5 Merger/Direct Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
13.6 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

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EMPLOYEE STOCK OWNERSHIP PLAN
AND TRUST AGREEMENT
OF
X. X. XXXXXXX & COMPANY

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996)

X. X. XXXXXXX & COMPANY, a corporation organized under the laws of the
State of Colorado, referred to as the "Employer," makes this Agreement with
XXXX XXXXXXXX, XXXX X. XXXXX AND XXXXXXX X. XXXXX, collectively referred to as
the "Trustee. "

RECITALS

The Employer hereby establishes, within this Trust Agreement, a Plan for
the administration and distribution of contributions made by the Employer for
the purpose of providing retirement benefits for eligible Employees. The
provisions of this Plan shall apply solely to an Employee whose employment with
the Employer terminates on or after the Effective Date. The Plan and Trust are
amended and restated in their entirety effective January 1, 1996.

Now, THEREFORE, in consideration of their mutual covenants, the Employer
and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

1.1 Plan means the retirement plan established by the Employer in the
form of this Agreement, designated as the X. X. Xxxxxxx & Company Employee
Stock Ownership Plan. The Employer has designed this plan to invest primarily
in Employer Securities. The Plan is a stock bonus plan referred to as an
employee stock ownership plan, designed to invest primarily in Employer
Securities.

1.2 Employer means X.X. Xxxxxxx & Company, and, effective January 1,
1996,such other companies as adopt the Plan in writing with the consent of X.X.
Xxxxxxx & Company. Effective January 2, 1996, X.X. Xxxxxxx World Solutions
Company and X.X. Xxxxxxx World Source Company shall be Employers with respect
to the Plan.

1.3 Trustee means C. Xxxxxx XxXxxxx, Xxxxxx X. Xxxxx and Xxxxxxx X.
Xxxxx, or any successor in office who in writing accepts the position of
Trustee. Effective January 1, 1993, Trustee means Xxxx Xxxxxxxx, Xxxx X. Xxxxx
and Xxxxxxx X. Xxxxx, or any successor in office who in writing accepts the
position of Trustee.

1.
8

1.4 Plan Administrator is the X.X. Xxxxxxx Company unless it designates
another person to hold the position of Plan Administrator. In addition to other
duties, the Plan Administrator has full responsibility for compliance with the
reporting and disclosure rules under ERISA as respects this Agreement.

1.5 Advisory Committee means the Employer's Advisory Committee as from
time to time constituted.

1.6 Employee means any employee of the Employer who (i) regularly
performs Service for the Employer within the United States (or, effective for
Plan Years beginning before January 1, 1995, Canada), or (ii) is a citizen of
the United States who is regularly employed by the Employer outside the United
States and, effective January 1, 1989, receives compensation in the form of
United States source income. Solely for purposes of crediting service under
Sections 2.2, 3.6, and 5.3 of the Plan, the term "employee" shall include, for
employees who are eligible to participate in the Plan and who have at least one
Hour of Service on or after January 1, 1996 after taking this provision into
account, any employee of the Employer who performs Service for the Employer,
without regard to the country in which the Services are performed and without
regard to the country of citizenship. Effective January 1, 1996, the following
employees shall not be eligible to participate in the Plan: (i) an employee who
is an attorney at law engaged primarily by the Employer to handle
Employer-related litigation, or (ii) an employee who is a permanent resident of
a foreign country employed in the United States on temporary assignment for a
specific period of time, after which time such employee will return to the
foreign country of permanent residence.

1.7 Highly Compensated Employee means an Employee who, during the Plan
Year or during the preceding 12-month period:

(a) is a more than 5% owner of the Employer (applying the
constructive ownership rules of Code Section 318, and applying the principles
of Code Section 318, for an unincorporated entity);

(b) has Compensation in excess of $75,000 (as adjusted by the
Commissioner of Internal Revenue for the relevant year);

(c) has Compensation in excess of $50,000 (as adjusted by the
Commissioner of Internal Revenue for the relevant year) and is part of the
top-paid 20% group of employees (based on Compensation for the relevant year);

(d) has Compensation in excess of 50% of the dollar amount prescribed
in Code Section 415(b)(1)(A) (relating to defined benefit plans) and is an
officer of the Employer.

If the Employee satisfies the definition in clause (b), (c) or (d) in the
Plan Year but not during the preceding 12-month period and does not satisfy
clause (a) in either period, the Employee is a Highly Compensated Employee only
if he is one of the 100 most highly compensated Employees for the Plan Year.
The number of officers taken into account under

2.
9

clause (d) will not exceed the greater of 3 or 10% of the total number (after
application of the Code Section 414(q) exclusions) of Employees, but no more
than 50 officers. If no Employee satisfies the Compensation requirement in
clause (d) for the relevant year, the Advisory Committee will treat the highest
paid officer as satisfying clause (d) for that year.

For purposes of this Section 1.7, "Compensation" means Compensation as
defined in Section 1.10, except any exclusions from Compensation other than the
exclusions described in paragraphs (a), (b), (c) and (d) of Section 1.10, and
Compensation must include: (i) elective deferrals under a Code Section 401(k)
arrangement or under a Simplified Employee Pension maintained by the Employer;
and (ii) amounts paid by the Employer which are not currently includible in the
Employee's gross income because of Code Section 125 (cafeteria plans) or Code
Section 403(b) (tax-sheltered annuities). The Advisory Committee must make the
determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of the top paid 20% group, the top
100 paid Employees, the number of officers includible in clause (d) and the
relevant Compensation, consistent with Code Section 414(q) and regulations
issued under the Code section. The Employer may make a calendar year election
to determine the Highly Compensated Employees for the Plan Year, as prescribed
by Treasury regulations. A calendar year election must apply to all plans and
arrangements of the Employer. For purposes of applying any nondiscrimination
test required under the Plan or under the Code, in a manner consistent with
applicable Treasury regulations, the Advisory Committee will not treat as a
separate Employee a family member (a spouse, a lineal ascendant or descendant,
or a spouse of a lineal ascendant or descendant) of a Highly Compensated
Employee described in clause (a) of this Section, or a family member of one of
the ten Highly Compensated Employees with the greatest Compensation for the
Plan Year, but will treat the Highly Compensated Employee and all family
members as a single Highly Compensated Employee. This aggregation rule applies
to a family member even if that family member is a Highly Compensated Employee
without family aggregation.

The term "Highly Compensated Employee" also includes any former Employee
who separated from Service (or has a deemed Separation from Service, as
determined under Treasury regulations) prior to the Plan Year, performs no
Service for the Employer during the Plan Year, and was a Highly Compensated
Employee either for the separation year or any Plan Year ending on or after his
55th birthday.

1.8 Participant is an Employee who is eligible to be and becomes a
Participant in accordance with the provisions of Section 2.1. A Participant who
ceases to be eligible to participate in the Plan shall continue to be a
Participant for all purposes other than for purposes of contribution or
forfeiture allocations.

1.9 Beneficiary is a person designated by a Participant who is or may
become entitled to a benefit under the Plan. A Beneficiary who becomes entitled
to a benefit under the Plan shall remain a Beneficiary under the Plan until the
Trustee has fully distributed his benefit to him. A Beneficiary's right to (and
the Plan Administrator's, the Advisory Committee's, or a Trustee's duty to
provide to the Beneficiary) information or data concerning the Plan shall not
arise until he first becomes entitled to receive a benefit under the Plan.

3.
10

1.10 COMPENSATION means the Participant's wages, salaries, fees for
professional service and other amounts received for personal services actually
rendered in the course of employment with the Employer maintaining the plan
(including, but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits and bonuses). Compensation
also includes elective contributions made by the Employer on the Employee's
behalf. "Elective contributions" are amounts excludible from the Employee's
gross income under Code Section 402(a)(8) (relating to a Code Section 401(k)
arrangement), Code Section 402(h) (relating to a Simplified Employee Pension),
Code Section 125 (relating to a cafeteria plan) or Code Section 403(b)
(relating to a tax-sheltered annuity). The term "Compensation" does not
include:

(a) Employer contributions (other than "elective contributions") to a
plan of deferred compensation to the extent the contributions are not included
in the gross income of the Employee for the taxable year in which contributed,
on behalf of an Employee to a Simplified Employee Pension Plan to the extent
such contributions are excludible from the Employee's gross income, and any
distributions from a plan of deferred compensation, regardless of whether such
amounts are includible in the gross income of the Employee when distributed.

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

(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), or
contributions made by an Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity contract described in Code
Section 403(b) (whether or not the contributions are excludible from the gross
income of the Employee), other than "elective contributions".

Any reference in this Plan to Compensation is a reference to the
definition in this Section 1.10, unless the Plan reference specifies a
modification to this definition. The Advisory Committee will take into account
only Compensation actually paid for the relevant period.

For any Plan Year, the Advisory Committee must take into account only the
first $200,000 (or beginning January 1, 1990, such larger amount as the
Commissioner of Internal Revenue may prescribe) of any Participant's
Compensation. The $200,000 Compensation limitation applies to the combined
Compensation of the Employee and of any family member aggregated with the
Employee under Section 1.9 and who is either (i) the Employee's spouse; or (ii)
the Employee's lineal descendant under the age of 19. If the $200,000 (or
adjusted) Compensation limitation applies to the combined Compensation of the
Employee and one or more family members, the Advisory Committee will apply the
contribution and allocation provisions of Article III by prorating the $200,000
(or adjusted) limitation among the affected

4.
11

Participants in proportion to each such Participant's Compensation determined
prior to application of this limitation. For any Plan Year beginning prior to
January 1, 1989, this $200,000 limitation (but not the family aggregation
requirement) applies only if the Plan is top heavy (as determined under Section
1.28) for such Plan Year.

Nondiscrimination. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, "Compensation" means
Compensation as defined in this Section 1.10, except any exclusions from
Compensation other than the exclusions described in paragraphs (a), (b), (c)
and (d), unless the Employer elects to use an alternate nondiscriminatory
definition, in accordance with the requirements of Code Section 414(s) and the
regulations issued under that Code section. The Employer may elect to include
all elective contributions made by the Employer on behalf of the Employees. The
Employer's election to include elective contributions must be consistent and
uniform with respect to Employees and all plans of the Employer for any
particular Plan Year. The Employer may make this election to include elective
contributions for nondiscrimination testing purposes, irrespective of whether
this Section 1.10 includes elective contributions in the general Compensation
definition applicable to the Plan.

Compensation Limitation. In addition to other applicable limitations set
forth in the Plan, and notwithstanding any other provision of the Plan to the
contrary, for plan years beginning on or after January 1, 1994, the annual
compensation of each employee taken into account under the Plan shall not
exceed the OBRA '93 annual compensation limit. The OBRA '93 annual compensation
limit is $150,000, as adjusted by the Commissioner for increases in the cost of
living in accordance with Section 401(a)(17)(B) of the Internal Revenue Code.
The cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which compensation is determined
(determination period) beginning in such calendar year. If a determination
period consists of fewer than 12 months, the OBRA '93 annual compensation limit
will be multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which is 12.

For plan years beginning on or after January 1, 1994, any reference
in this Plan to the limitation under Section 401(a)(17) of the Code shall mean
the OBRA '93 annual compensation limit set forth in this provision.

If compensation for any prior determination period is taken into
account in determining an employee's benefits accruing in the current plan
year, the compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning before the first
day of the first plan year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.

1.11 Account means the separate account(s) which the Advisory Committee
or Trustee shall maintain for a Participant under the Plan.

5.
12
1.12 Accrued Benefit means the amount standing in a Participant's
Account as of any date derived from both Employer contributions and Employee
contributions, if any.

1.13 Nonforfeitable means a Participant's or Beneficiary's unconditional
claim, legally enforceable against the Plan, to the Participant's Accrued
Benefit.

1.14 Plan Year means the fiscal year of the Plan, a 12 consecutive month
period ending every December 31.

1.15 Effective Date of this Plan is January 1, 1989. The Effective Date
of this amendment and restatement is January 1, 1996.

1.16 Plan Entry Date means Effective Date and every January 1 and July 1
after the Effective Date. The Plan Entry Date for an employee who was
ineligible to participate in the Plan and who subsequently becomes eligible to
participate in the Plan shall be the later of (i) his Plan Entry Date as
defined in the preceding sentence or (ii) the date on which the employee first
became eligible to participate in the Plan.

1.17 Accounting Date is the last day of the Plan Year. Unless otherwise
specified in the Plan, the Advisory Committee will make all Plan allocations
for a particular Plan Year as of the Accounting Date of the Plan Year.

1.18 Trust means the Trust created under the Plan

1.19 Trust Fund means all property of every kind held or acquired by the
Trustee under this Agreement.

1.20 ERISA means the Employee Retirement Income Security Act of 1974, as
amended.

1.21 Code means the Internal Revenue Code of 1986, as amended.

1.22 Service means any period of time the Employee is in the employ of an
Employer, including any period the Employee is on unpaid leave of absence
authorized by the Employer under a uniform, nondiscriminatory policy applicable
to all Employees. "Separation from Service" means a separation from Service
with the Employer maintaining this Plan.

1.23 Hour of Service means:

(a) Each Hour of Service for which the Employer, either directly or
indirectly, pays an Employee, or for which the Employee is entitled to payment,
for the performance of duties during the Plan Year. The Advisory Committee
credits Hours of Service under this paragraph (a) to the Employee for the
computation period in which the Employee performs the duties, irrespective of
when paid;

6.
13
(b) Each Hour of Service for back pay, irrespective of mitigation of
damages, to which the Employer has agreed or for which the Employee has
received an award. The Advisory Committee credits Hours of Service under this
paragraph (b) to the Employee for the computation period(s) to which the award
or the agreement pertains rather than the computation period in which the
award, agreement or payment is made; and

(c) Each Hour of Service for which the Employer, either directly or
indirectly, pays an Employee, or for which the Employee is entitled to payment
(irrespective of whether the employment relationship is terminated), for
reasons other than for the performance of duties during a computation period,
such as leave of absence, vacation, holiday, sick leave, illness, incapacity
(including disability), layoff, jury duty or military duty. The Advisory
Committee will credit no more than 501 Hours of Service under this paragraph
(c) to an Employee on account of any single continuous period during which the
Employee does not perform any duties (whether or not such period occurs during
a single computation period). The Advisory Committee credits Hours of Service
under this paragraph (c) in accordance with the rules of paragraph (b) and (c)
of Labor Reg. Section 2530.200b-2, which the Plan, by this reference,
specifically incorporates in full within this paragraph (c).

The Advisory Committee shall not credit an Hour of Service under more
than one of the above paragraphs. A computation period for purposes of this
Section 1.23 is the Plan Year, Year of Service period, Break in Service period
or other period, as determined under the Plan provision for which the Advisory
Committee is measuring an Employee's Hours of Service in favor of the Employee.

The Advisory Committee will resolve any ambiguity with respect to the
crediting of an Hour of Service in favor of the Employee. The Advisory
Committee will credit every Employee with Hours of Service on the basis of the
"actual" method. For purposes of the Plan, "actual" method means the
determination of Hours of Service from records of hours worked and hours for
which the Employer makes payment or for which payment is due from the Employer.

Solely for purposes of determining whether the Employee incurs a Break in
Service under any provision of this Plan, the Advisory Committee must credit
Hours of Service during an Employee's unpaid absence period due to maternity or
paternity leave. The Advisory Committee considers an Employee on maternity or
paternity leave if the Employee's absence is due to the Employee's pregnancy,
the birth of the Employee's child, the placement with the Employee of an
adopted child, or the care of the Employee's child immediately following the
child's birth or placement The Advisory Committee credits Hours of Service
under this paragraph on the basis of the number of Hours of Service the
Employee would receive if he were paid during the absence period or, if the
Advisory Committee cannot determine the number of Hours of Service the Employee
would receive, on the basis of 8 hours per day during the absence period. The
Advisory Committee will credit only the number (not exceeding 501) Hours of
Service necessary to prevent an Employee's Break in Service. The Advisory
Committee credits all Hours of Service described in this paragraph to the
computation period in which the absence period begins or, if the Employee does
not need these Hours of Service to prevent a Break in Service in the

7.
14
computation period in which his absence period begins, the Advisory Committee
credits these Hours of Service to the immediately following computation period.

1.24 Disability means the Participant, because of a physical or mental
disability, will be unable to perform the duties of his customary position of
employment (or is unable to engage in any substantial gainful activity) for an
indefinite period which the Advisory Committee considers will be of long
continued duration. A Participant also is disabled if he incurs the permanent
loss or loss of use of a member or function of the body, or is permanently
disfigured, and incurs a Separation from Service. The Plan considers a
Participant disabled on the date the Advisory Committee determines the
Participant satisfies the definition of disability. The Advisory Committee may
require a Participant to submit to a physical examination in order to confirm
disability. The Advisory Committee will apply the provisions of this Section
1.24 in a nondiscriminatory, consistent and uniform manner.

1.25 Service for Predecessor Employer. If the Employer maintains the plan
of a predecessor employer, the Plan treats service of the Employee with the
predecessor employer as service with the Employer. In addition, the Advisory
Committee may, in a uniform and nondiscriminatory matter, credit service with
former employers of the Employee as service with the Employer.

1.26 Related Employers. A related group is a controlled group of
corporations (as defined in Code Section 414(b)), trades or businesses (whether
or not incorporated) which are under common control (as deemed in Code Section
414(c)) or an affiliated service group (as defined in Code Section 414(m) or in
Code Section 414(o)). if the Employer is a member of a related group, the term
"Employer" includes the related group members for purposes of crediting Hours
of Service, determining Years of Service and Breaks in Service under Articles
II and V, applying the limitations on allocations in Part 2 of Article III,
applying the top heavy rules and the minimum allocation requirements of Article
III, the definitions of Employee, Highly Compensated Employee, Compensation and
Leased Employee, and for any other purpose required by the Applicable Code
section or by a Plan provision. However, only an Employer described in Section
1.2 may contribute to the Plan and only an Employee employed by an Employer
described in Section 1.2 is eligible to participate in this Plan. For Plan
allocation purposes, compensation, does not include Compensation received
from a related employer that is not participating in this Plan.

1.27 Leased Employees. The Plan treats a Leased Employee as an Employee
of the Employer. A "Leased Employee" is an individual (who otherwise is not an
Employee of the Employer) who, pursuant to a leasing agreement between the
Employer and any other person, has performed services for the Employer (or for
the Employer and any persons related to the Employer within the meaning of Code
Section 144(a)(3)) on a substantially full time basis for at least one year and
who performs services historically performed by employees in the Employer's
business field. If a Leased Employee is treated as an Employee by reason of
this Section 1.27 of the Plan, " Compensation" includes Compensation from the
leasing organization which is attributable to services performed for the
Employer.

8.
15
Safe harbor plan exception. The Plan does not treat a Leased Employee as
an Employee if the leasing organization covers the employee in a safe harbor
plan and, prior to application of this safe harbor plan exception, 20% or less
of the Employer's Employees (other than Highly Compensated Employees) are
Leased Employees. A safe harbor plan is a money purchase pension plan providing
immediate participation, full and immediate vesting, and a nonintegrated
contribution formula equal to at least 10% of the employee's compensation
without regard to employment by the leasing organization on a specified date.
The safe harbor plan must determine the 10% contribution on the basis of
compensation as defined in Code Section 415(c)(3) plus elective contributions
(as defined in Section 1.10).

Other requirements. The Advisory Committee must apply this Section 1.27
in a manner consistent with Code Section 414(n) and Code Section 414(o) and the
regulations issued under those Code sections. The Advisory Committee will
reduce a Leased Employee's allocation of Employer contributions under this Plan
by the Leased Employee's allocation under the leasing organization's plan, but
only to the extent that allocation is attributable to the Leased Employee's
service provided to the Employer. The leasing organization's plan must be a
money purchase plan which would satisfy the definition under this Section 1.27
of a safe harbor plan, irrespective of whether the Employer is able to use the
safe harbor plan exception.

1.28 DETERMINATION OF TOP HEAVY STATUS. If this Plan is the only
qualified plan maintained by the Employer, the Plan is top heavy for a Plan
Year if the top heavy ratio as of the Determination Date exceeds 60%. The top
heavy ratio is a fraction, the numerator of which is the sum of the present
value of Accrued Benefits of all Key Employees as of the Determination Date and
the denominator of which is a similar sum determined for all Employees. The
Advisory Committee must include in the top heavy ratio, as part of the present
value of Accrued Benefits, any contribution not made as of the Determination
Date but includible under Code Section 416 and the applicable Treasury
regulations, and distributions made within the Determination Period. The
Advisory Committee must calculate the top heavy ratio by disregarding the
Accrued Benefit (and distributions, if any, of the Accrued Benefit) of any
Non-Key Employee who was formerly a Key Employee, and by disregarding the
Accrued Benefit (including distributions, if any, of the Accrued Benefit) of an
individual who has not received credit for at least one Hour of Service with
the Employer during the Determination Period. The Advisory Committee must
calculate the top heavy ratio, including the extent to which it must take into
account distributions, rollovers and transfers, in accordance with Code Section
416 and the regulations under that Code section.

If the Employer maintains other qualified plans (including a simplified
employee pension plan), or maintained another such plan which now is
terminated, this Plan is top heavy only if it is part of the Required
Aggregation Group, and the top heavy ratio for the Required Aggregation Group
and for the Permissive Aggregation Group, if any, each exceeds 60%. The
Advisory Committee will calculate the top heavy ratio in the same manner as
required by the first paragraph of this Section 1.28, taking into account all
plans within the Aggregation Group. To the extent the Advisory Committee must
take into account distributions to a Participant, the Advisory Committee must
include distributions from a terminated plan which would have been part of the
Required Aggregation Group if it were in existence on the Determination Date.
The

9.
16

Advisory Committee will calculate the present value of Accrued Benefits under
defined benefit plans or simplified employee pension plans included within the
group in accordance with the terms of those plans, Code Section 416 and the
regulations under that Code section. If a Participant in a defined benefit plan
is a Non-Key Employee, the Advisory Committee will determine his Accrued
Benefit under the accrual method, if any, which is applicable uniformly to all
defined benefit plans maintained by the Employer or, if there is no uniform
method, in accordance with the slowest accrual method described in Code
Section 411(b)(1)(C). To calculate the present value of benefits from a defined
benefit plan, the Advisory Committee will use the actuarial assumptions
(interest and mortality only) prescribed by the defined benefit plan(s) to
value benefits for top heavy purposes. If an aggregated plan does not have a
valuation date coinciding with the Determination Date, the Advisory Committee
must value the Accrued Benefits in the aggregated plan as of the most recent
valuation date falling within the twelve-month period ending on the
Determination Date, except as Code Section 416 and applicable Treasury
regulations require for the first and second plan year of a defined benefit
plan. The Advisory Committee will calculate the top heavy ratio with reference
to the Determination Dates that fall within the same calendar year.

DEFINITIONS. For purposes of applying the provisions of this Section
1.28:

(a) KEY EMPLOYEE means, as of any Determination Date, any Employee or
former Employee (or Beneficiary of such Employee) who, for any Plan Year in the
Determination Period: (i) has Compensation in excess of 50% of the dollar
amount prescribed in Code Section 415(b)(1)(A) (relating to defined benefit
plans) and is an officer of the Employer; (ii) has Compensation in excess of
the dollar amount prescribed in Code Section 415(c)(1)(A) (relating to defined
contribution plans) and is one of the Employees owning the ten largest
interests in the Employer; (iii) is a more than 5% owner of the Employer; or
(iv) is a more than 1% owner of the Employer and has Compensation of more than
$150,000. The constructive ownership rules of Code Section 318 (or the
principles of that section, in the case of an unincorporated Employer,) will
apply to determine ownership in the Employer. The number of officers taken into
account under clause (i) will not exceed the greater of 3 or 10% of the total
number (after application of the Code Section 414(q)(8) exclusions) of
Employees, but no more than 50 officers. The Advisory Committee will make the
determination of who is a Key Employee in accordance with Code Section
416(i)(1) and the regulations under that Code section.

(b) NON-KEY EMPLOYEE is an employee who does not meet the definition
of Key Employee.

(c) COMPENSATION means Compensation as determined under Section 1.7
(relating to the Highly Compensated Employee definition).

(d) REQUIRED AGGREGATION GROUP means: (1) each qualified plan of the
Employer in which at least one Key Employee participates at any time during the
Determination Period; and (2) any other qualified plan of the Employer which
enables a plan described in clause (1) to meet the requirements of Code Section
401(a)(4) or Code Section 410.

10.
17
(e) PERMISSIVE AGGREGATION GROUP is ????? Aggregation Group plus any
other qualified plans maintained by the Employer, but only if such group would
satisfy in the aggregate the requirements of Code Section 401(a)(4) and Code
Section 410. The Advisory Committee will determine the Permissive Aggregation
Group.

(f) EMPLOYER means the Employer that adopts this Plan and any related
employers described in Section 1.26.

(g) DETERMINATION DATE for any Plan Year is the Accounting Date of
the preceding Plan Year, or in the case of the first Plan Year of the Plan, the
Accounting Date of the Plan Year. The "Determination Period" is the 5 year
period ending on the Determination Date.

1.29 DISQUALIFIED PERSON has the meaning ascribed to that term under Code
Section 4975(e)(2).

1.30 EMPLOYER SECURITIES means common stock issued by the Employer (or by
a corporation which is a member of the same controlled group as defined in Code
Section 409(1)(4)) having a combination of voting power and dividend rights
equal to or in excess of (i) that class of common stock of the Employer (or of
any other such corporation) having the greatest voting power, and (ii) that
class of common stock of the Employer (or of any other such corporation) having
the greatest dividend rights.

1.31 EXEMPT LOAN means a loan made to this Plan by a Disqualified Person,
or a loan to this Plan which a Disqualified Person guarantees, provided the
loan satisfies the requirements to Treasury Regulation Sections 54.4975-7(b).

1.32 LEVERAGED EMPLOYER SECURITIES means Employer Securities acquired by
the Trust with the proceeds of an Exempt Loan and which satisfy the definition
of "qualifying employer securities" in Code Section 4975(e)(8).

ARTICLE II

EMPLOYEE PARTICIPANTS

2.1 ELIGIBILITY. Each Employee becomes a Participant in the Plan on the
Plan Entry Date (if employed on that date) coincident with or immediately
following the later of the date on which the Employee completes one Year of
Service or attains the age of 21.

2.2 YEAR OF SERVICE - PARTICIPATION. For purposes of an Employee's
participation in the Plan under Section 2.1, the Plan takes into account all of
his Years of Service with the Employer, except as provided in Section 2.3.
"Year of Service" means a 12 consecutive month period during which the Employee
completes not less than 1,000 Hours of Service, measuring the beginning of the
first 12 month period from the Employment Commencement Date. If the

11.
18

Employee does not complete 1,000 Hours of Service during the 12 month period ???
ending with the Employment Commencement Date, the Plan measures the second 12
month period from the first day of the Plan Year which includes the anniversary
of the Employment Commencement Date. The Plan measures any subsequent 12 month
period necessary for a determination of Year of Service for participation by
reference to succeeding Plan Years. "EMPLOYMENT COMMENCEMENT DATE" means the
date on which the Employee first performs an Hour of Service for the Employer.

2.3 BREAK IN SERVICE - PARTICIPATION. For purposes of participation in
the Plan, the Plan does not apply any Break in Service rule.

2.4 PARTICIPATION UPON RE-EMPLOYMENT. A Participant whose employment
terminates shall re-enter the Plan as a Participant on the date of his
re-employment. An Employee who satisfies the Plan's eligibility condition(s)
but who terminates employment prior to becoming a Participant becomes a
Participant in the Plan on the later of the Plan Entry Date on which the
Employee would have entered the Plan had he not terminated employment on the
date of his reemployment. Any Employee who terminates employment prior to
satisfying the Plan's eligibility conditions becomes a Participant in
accordance with the provisions of Section 2.1.

ARTICLE III

EMPLOYER CONTRIBUTIONS AND FORFEITURES

PART 1. AMOUNT OF EMPLOYER CONTRIBUTIONS AND PLAN ALLOCATIONS: SECTIONS 3.1
THROUGH 3.6

3.1 AMOUNT. The Employer may make its contribution in cash or in Employer
Securities as the Employer from time to time may determine. The Employer may
make its contribution of Employer Securities at fair market value determined at
the time of contribution. The Employer may contribute to this Plan irrespective
of whether it has profits. The Employer may not make a contribution to the
Trust for any Plan Year to the extent the contribution would exceed the
Participants' "Maximum Permissible Amounts" under Section 3.8.

The Trustee, upon written request from the Employer, must return to the
Employer the amount of the Employer's contribution made by the Employer by
mistake of fact or the amount of the Employer's contribution disallowed as a
deduction under Code Section 404. The Trustee will not return any portion of
the Employer's contribution under the provisions of this Section 3.1 more than
one year after: (a) the Employer made the contribution by mistake of fact; or
(b) the disallowance of the contribution as a deduction, and then, only to the
extent of the disallowance. The Trustee will not increase the amount of the
Employer contribution returnable under this Section 3.1 for any earnings
attributable to the contribution, but the Trustee will decrease the Employer
contribution returnable for any losses attributable to it. The Trustee may
require the Employer to furnish the Trustee whatever evidence the Trustee deems
necessary to

12.
19

enable the Trustee to confirm the amount the Employer has requested be returned
is properly returnable under ERISA.

3.2 DETERMINATION OF CONTRIBUTION. The Employer, from its records,
determines the amount of any contributions to be made by it to the Trust under
the terms of the Plan.

3.3 TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay its
contribution for each Plan Year in one or more installments without interest.
The Employer must make its contribution to the Trustee within the time
prescribed by the Code or applicable Treasury regulations.

3.4 CONTRIBUTION ALLOCATION.

(A) METHOD OF ALLOCATION. Subject to Section 3.4(B) and any
restoration allocation required under Section 5.4, the Advisory Committee will
allocate and credit each annual Employer contribution (and Participant
forfeitures, if any), to the Account of each Participant who satisfies the
conditions of Section 3.6, in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year.

(B) TOP HEAVY MINIMUM ALLOCATION.

(1) MINIMUM ALLOCATION. If the Plan is top heavy in any Plan
Year:

(a) Each Non-Key Employee (as defined in Section 1.28)
who is a Participant and is employed by the Employer on the last day of the
Plan Year will receive a top heavy minimum allocation for the Plan Year,
irrespective of whether he satisfies the Hours of Service condition under
Section 3.6; and

(b) The top heavy minimum allocation is the lesser of 3%
of the Non-Key Employee's Compensation for the Plan Year or the highest
contribution rate for the Plan Year made on behalf of any Key Employee (as
defined in Section 1.28). However, if a defined benefit plan maintained by the
Employer which benefits a Key Employee depends on this Plan to satisfy the
antidiscrimination rules of Code Section 401(a)(4) or the coverage rules of
Code Section 410 (or another plan benefiting the Key Employee so depends on
such defined benefit plan), the top heavy minimum allocation is 3% of the
Non-Key Employee's Compensation regardless of the contribution rate for the Key
Employees.

For purposes of clause (b), "Compensation" means Compensation as defined
in Section 1.10, disregarding elective contributions and any exclusions from
Compensation, other than the exclusions described in paragraphs (a), (b), (c)
and (d) of Section 1.10 and disregarding the requirements of Section 3.6. For
purposes of this Section 3.4(B), a Participant's contribution rate is the sum
of Employer contributions (not including Employer contributions to Social
Security) and forfeitures allocated to the Participant's Account for the Plan
Year divided by his Compensation for the entire Plan Year. However, for Plan
Years beginning after December 31,

13.
20
1988, a Non-Key Employee's contribution rate does not include any elective
contributions under a Code Section 401(k) arrangement nor any Employer matching
contributions subject to the nondiscrimination requirements of Code Section
401(k) or of Code Section 401(m). To determine a Participant's contribution
rate, the Advisory Committee must treat all qualified top heavy defined
contribution plans maintained by the Employer (or by any related Employers
described in Section 1.26) as a single plan.

(2) METHOD OF COMPLIANCE. The Plan will satisfy the top heavy
minimum allocation in accordance with this Section 3.4(B)(2). The Advisory
Committee first will allocate the Employer contributions (and Participant
forfeitures, if any) for the Plan Year in accordance with the allocation
formula under Section 3.4(A). The Employer then will contribute an additional
amount for the Account of any Participant who is entitled under this Section
3.4(B) to a top heavy minimum allocation and whose contribution rate for the
Plan Year is less than the top heavy minimum allocation. The additional amount
is the amount necessary to increase the Participant's contribution rate to the
top heavy minimum allocation. The Advisory Committee will allocate the
additional contribution to the Account of the Participant on whose behalf the
Employer makes the contribution.

3.5 FORFEITURE ALLOCATION. The amount of a Participant's Accrued Benefit
forfeited under the Plan is a Participant forfeiture. Subject to any
restoration allocation required under Sections 5.4 or 9.14, the Advisory
Committee will allocate the forfeiture in accordance with Section 3.4, as an
Employer contribution for the Plan Year in which the forfeiture occurs, as if
the Participant forfeiture were an additional Employer contribution for the
Plan Year. The Advisory Committee will continue to hold the undistributed
non-vested portion of a terminated Participant's Accrued Benefit in his Account
solely for this benefit until a forfeiture occurs at the time specified in
Section 5.9. Except as provided under Section 5.4, a Participant will not share
in the allocation of a forfeiture of any portion of his Accrued Benefit. In
making a forfeiture allocation under this Section 3.5, the Advisory Committee
will base forfeitures of Employer Securities upon the fair market value of the
Employer Securities as of the Accounting Date of the forfeitures. Employer
Securities may be forfeited only after other assets held in the Participant's
General Investment Account are forfeited. If interests in more than one class
of Employer Securities have been allocated to any accounts held by a
Participant, such Participant must be treated as forfeiting the same proportion
of each such class of Employer Securities.

3.6 ACCRUAL OF BENEFIT. The Advisory Committee will determine the accrual
of benefit (Employer contributions and Participant forfeitures) on the basis of
the Plan Year.

Compensation Taken Into Account. In allocating an Employer contribution
to a Participant's Account, the Advisory Committee, except for purposes of
determining the top heavy minimum contribution under Section 3.4(B), will take
into account only the Compensation determined for the portion of the Plan Year
in which the Employee actually is a Participant.

Hours of Service Requirement. Subject to the top heavy minimum allocation
requirement of Section 3.4(B), the Advisory Committee will not allocate any
portion of an Employer contribution for a Plan Year to any Participant's
Account if the Participant does not

14.
21

complete a minimum of 1,000 Hours of Service during the Plan Year, unless the
Participant terminates employment during the Plan Year because of death or
disability or because of the attainment of Normal Retirement Age in the current
Plan Year or in a prior Plan Year.

Employment Requirement. A Participant who, during a particular Plan Year,
completes the Hours of Service requirement under this Section 3.6 will not
share in the allocation of Employer contributions and Participant forfeitures,
if any, for that Plan Year unless he is employed by the Employer on the
Accounting Date of the Plan Year, unless the Participant terminates employment
during the Plan Year because of death or disability or because of the
attainment of Normal Retirement Age in the current Plan Year or in a prior Plan
Year.

PART 2. LIMITATIONS ON ALLOCATIONS: SECTIONS 3.7 AND 3.8

3.7 LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS. The amount of
Annual Additions the Advisory Committee may allocate under this Plan on a
Participant's behalf for a Limitation Year may not exceed the Maximum
Permissible Amount. If the amount the Employer otherwise would contribute to
the Participant's Account would cause the Annual Additions for the Limitation
Year to exceed the Maximum Permissible Amount, the Employer will reduce the
amount of its contribution so the Annual Additions for the Limitation Year will
equal the Maximum Permissible Amount. If an allocation of Employer
contributions, pursuant to Section 3.4, would result in an Excess Amount (other
than an Excess Amount resulting from the circumstances described in Section
3.7(B)) to the Participant's Account, the Advisory Committee will reallocate
the Excess Amount to the remaining Participants who are eligible for an
allocation of Employer contributions for the Plan Year in which the Limitation
Year ends. The Advisory Committee will make this reallocation on the basis of
the allocation method under the Plan as if the Participant whose Account
otherwise would receive the Excess Amount is not eligible for an allocation of
Employer contributions.

(A) ESTIMATION OF COMPENSATION. Prior to the determination of the
Participant's actual Compensation for a Limitation Year, the Advisory Committee
may determine the Maximum Permissible Amount on the basis of the Participant's
estimated annual Compensation for such Limitation Year. The Advisory Committee
must make this determination on a reasonable and uniform basis for all
Participants similarly situated. The Advisory Committee must reduce any
Employer contributions (including any allocation of forfeitures) based on
estimated annual Compensation by an Excess Amount carried over from prior
years. As soon as is administratively feasible after the end of the Limitation
Year, and the Advisory Committee will determine the Maximum Permissible Amount
for such Limitation Year on the basis of the Participant's actual Compensation
for such Limitation Year.

(B) DISPOSITION OF EXCESS AMOUNT. If, pursuant to Section 3.7(A), or
because of the allocation of forfeitures, there is an Excess Amount with
respect to a Participant for a Limitation Year, the Advisory Committee will
dispose of such Excess Amount as follows:

(a) If the Plan covers the Participant at the end of the
Limitation Year, then the Advisory Committee will use the Excess Amount(s) to
reduce future Employer

15.
22
contributions (including any allocation of forfeitures) under the Plan for the
next Limitation Year and for each succeeding Limitation Year, as is necessary,
for the Participant. The Participant may elect to limit his Compensation for
allocation purposes to the extent necessary to reduce his allocation for the
Limitation Year to the Maximum Permissible Amount and eliminate the excess
Amount.

(b) If an Excess Amount still exists and the Plan does not cover
the Participant at the end of the Limitation Year, then the Advisory Committee
will hold the Excess Amount unallocated in a suspense account. The Advisory
Committee will apply the suspense account to reduce Employer Contributions
(including allocation of forfeitures) for all remaining Participants in the
next Limitation Year, and in each succeeding Limitation Year if necessary.

(C) DEFINED BENEFIT PLAN LIMITATION. The Employer does not maintain
and never has maintained a defined benefit plan covering any Participant in
this Plan. Accordingly, no special defined benefit plan limitation applies
under this Plan.

3.8 DEFINITIONS - ARTICLE III. For purposes of Article III, the following
terms mean:

(a) Annual Addition. The sum of the following amount allocated on
behalf of a Participant for a Limitation Year, of (i) all Employer
contributions; (ii) all forfeitures; and (iii) all Employee contributions.
Except to the extent provided in Treasury Regulations, Annual Additions include
excess contributions described in Code Section 401(k), excess aggregate
contributions described in Code Section 401(m) and excess deferrals described
in Code Section 402(g), irrespective of whether the Plan distributes or
forfeits such excess amounts. Annual Additions also shall include Excess
Amounts reapplied to reduce Employer contributions under Section 3.7. Amounts
allocated to an individual medical account (as defined in Code Section
415(1)(2)) included as part of a defined benefit plan maintained by the
Employer are Annual Additions. Furthermore, Annual Additions include
contributions paid or accrued after December 31, 1985, for taxable years ending
after December 31, 1985, attributable to postretirement 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 dollar limitation
applicable to the Maximum Permissible Amount.

"Annual Additions" do not include any Employer contributions applied
by the Advisory Committee (not later than the due date, including extensions,
for filing the Employer's Federal income tax return for that Plan Year) to pay
interest on an Exempt Loan, and any Leveraged Employer Securities the Advisory
Committee allocates as forfeitures; provided, however, the provisions of this
sentence do not apply in a Plan Year for which the Advisory Committee allocates
more than one-third (1/3) of the Employer contributions applied to pay
principal and interest on an Exempt Loan to Restricted Participants. The
Advisory Committee may reallocate the Employer contributions in accordance with
Section 3.4 to the Accounts of

16.
23
non-Restricted Participants to the extent necessary in order to satisfy this
special limitation. For purposes of this Section 3.8, "Restricted Participants"
mean Participants who are Highly Compensated Employees within the meaning of
Code Section 414(q).

(b) Compensation. For purposes of applying the limitations of Part 2
of this Article III, "Compensation" means Compensation as defined in Section
1.10, disregarding elective contributions and any exclusions from Compensation,
other than the exclusions described in paragraphs (a), (b), (c) and (d) of
Section 1.10.

(c) Maximum Permissible Amount. The lesser of (i) $30,000 (or, if
greater, one-fourth (1/4) of the defined benefit dollar limitation under Code
Section 415(b)(1)(A)), or (ii) 25% of the Participant's Compensation for the
Limitation Year. Effective for Plan Years beginning before January 1, 1990, the
dollar amount of clause (i) will increase by the lesser of (1) 100% of the
dollar amount in effect for the Plan Year; or (2) the amount of the Employer
Securities allocated to the Participant's Employer Securities Account as an
Employer contribution for the Plan Year. The immediately preceding sentence
does not apply for any Plan Year for which the Advisory Committee allocates
more than one-third of the Employer contribution to Restricted Participants. If
there is a short Limitation Year, the Advisory Committee will multiply the
$30,000 (or adjusted) limitation by the following fraction:

NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
---------------------------------------------
12

(d) Employer. The Employer that adopts this Plan and any related
employers described in Section 1.26. Solely for purposes of applying the
limitations of Part 2 of this Article III, the Advisory Committee will
determine related employers described in Section 1.26 by modifying Code Section
414(b) and (c) in accordance with Code Section 415(h).

(e) Excess Amount. The Excess of the Participant's Annual Additions
credited to the Participant's Account for the Limitation Year over the Maximum
Permissible Amount.

(f) Limitation Year - The Plan Year. If the Employer amends the
Limitation Year to a different 12 consecutive month period, the new Limitation
Year must begin on a date within the Limitation Year for which the Employer
makes the amendment, creating a short Limitation Year.

(g) Defined Contribution Plan. A retirement plan which provides for
an individual account for each participant and for benefits based solely on the
amount contributed to the participant's account, and any income, expenses,
gains or losses, and any forfeitures of accounts of other participants which
the Plan may allocate to such participant's account. The Advisory Committee
must treat all defined contribution plans (whether or not terminated)
maintained by the Employer as a single plan. For purposes of the limitations of
Part 2 of this Article III, the Advisory Committee will treat employee
contributions made to a defined benefit plan maintained by the Employer as a
separate defined contribution plan. The Advisory

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Committee ??????? a defined contribution plan an individual medical account (as
defined in Code Section 415(1)(2)) included as part of a defined benefit plan
maintained by the Employer and for taxable years ending after December 31, 1985,
a welfare benefit fund under Code Section 415(e) maintained by the Employer to
the extent there are post-retirement medical benefits allocated to the separate
account of a key employee (as defined in Code Section 419A(d)(3)).

(h) Defined Benefit Plan. A retirement plan which does not provide
for individual accounts for Employer contributions. The Advisory Committee must
treat all defined benefit plans (whether or not terminated) maintained by the
Employer as a single plan.

ARTICLE IV

PARTICIPANT CONTRIBUTIONS

4.1 PARTICIPANT VOLUNTARY CONTRIBUTIONS. The Plan does not permit nor
require Participant voluntary contributions.

4.2 PARTICIPANT ROLLOVER CONTRIBUTIONS. The Plan does not permit
Participant rollover contributions.

ARTICLE V

TERMINATION OF SERVICE - PARTICIPANT VESTING

5.1 NORMAL RETIREMENT AGE. A Participant's Normal Retirement Age is 65
years of age. A Participant who remains in the employ of the Employer after
attaining Normal Retirement Age will continue to participate in Employer
contributions. A Participant's Accrued Benefit derived from Employer
contributions is 100% Nonforfeitable upon and after his or her attaining Normal
Retirement Age (if employed by the Employer on or after that date).

5.2 PARTICIPANT DISABILITY OR DEATH. If a Participant's employment with
the Employer terminates as a result of death or disability, the Participant's
Accrued Benefit derived from Employee contributions will be 100%
Nonforfeitable.

5.3 Vesting Schedule. Except as provided in Sections 5.1 and 5.2, for
each Year of Service, a Participant's Nonforfeitable percentage of his or her
Accrued Benefit derived from Employer contributions equals the percentage in
the following vesting schedule:

Years of Service Percent of Nonforfeitable
with the Employer Accrued Benefit
----------------- -------------------------

Any service less than one (l) year None

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At least one (1) year None
At least two (2) years None
At least three (3) years 20%
At least four (4) years 40%
At least five (5) years 60%
At least six (6) years 80%
At least seven (7) or more years 100%

Effective the first Plan Year for which the Plan is a top heavy Plan (as
defined in Section 1.28) and in all subsequent Plan Years, the Advisory
Committee will calculate a Participant's Nonforfeitable Percentage of his
Accrued Benefit under the following schedule:

Percent of
Years of Service Nonforfeitable
With the Employer Accrued Benefit
----------------- ---------------

Any service less than one (1) year None
At least one (1) year None
At least two (2) years 20%
At least three (3) years 40%
At least four (4) years 60%
At least five (5) years 80%
At least six (6) or more years 100%

The Advisory Committee will apply the top heavy schedule to Participants
who earn at least one Hour of Service after the top heavy schedule becomes
effective. A shift between vesting schedules under this Section 5.3 is an
amendment to the vesting schedule and the Advisory Committee must apply the
rules of Section 7.5 accordingly. A shift to a new vesting schedule under this
Section 5.3 is effective on the first day of the Plan Year for which the top
heavy status of the Plan changes.

5.4 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION
OF FORFEITED ACCRUED BENEFIT. If, pursuant to Article VI, a partially-vested
Participant receives a cash-out distribution before he or she incurs a
Forfeiture Break in Service (as defined in Section 5.8), the cash-out
distribution will result in an immediate forfeiture of the nonvested portion of
the Participant's Accrued Benefit derived from Employer contributions. See
Section 5.9. A partially-vested Participant is a Participant whose
Nonforfeitable Percentage determined under Section 5.3 is less than one hundred
percent (100%). A cash-out distribution is a distribution of the entire present
value of the Participant's Nonforfeitable Accrued Benefit.

(A) RESTORATION AND CONDITIONS UPON RESTORATION. A partially-vested
Participant who is re-employed by the Employer after receiving a cash-out
distribution of the Nonforfeitable percentage of his Accrued Benefit may repay
the Trustee the amount of the cash-out distribution attributable to Employer
restoration contributions, unless the Participant no longer has a right to
restoration under the requirements of this Section 5.4. If a partially-vested
Participant makes the cash-out distribution repayment, the Advisory Committee
subject to the

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conditions of this paragraph (A), must restore his Accrued Benefit attributable
to Employer contributions to the same dollar amount as the dollar amount of his
Accrued Benefit on the Accounting Date, or other valuation date, immediately
preceding the date of the cash-out distribution, unadjusted for any gains or
losses occurring subsequent to that Accounting Date, or other valuation date.
Restoration of the Participant's Accrued Benefit shall include restoration of
all Code Section 411(d)(6) protected benefits with respect to that restored
Accrued Benefit, in accordance with applicable Treasury regulations. The
Advisory Committee shall not restore a re-employed Participant's Accrued
Benefit under this paragraph if: (1) 5 years have elapsed since the
Participant's first re-employment date following the cash-out distribution; or
(2) The Participant incurred a Forfeiture Break in Service (as defined in
Section 5.8). This condition also applies if the Participant makes repayment
within the Plan Year in which he incurs the Forfeiture Break in Service and
that Forfeiture Break in Service would result in a complete forfeiture of the
amount the Advisory Committee otherwise would restore.

(B) TIME AND METHOD OF RESTORATION. If neither of the two conditions
preventing restoration of the Participant's Accrued Benefit applies, the
Advisory Committee will restore the Participant's Accrued Benefit as of the
Plan Year Accounting Date coincident with or immediately following the
repayment. To restore the Participant's Account Benefit, the Advisory
Committee, to the extent necessary, will allocate to the Participant's Account:
(1) the amount, if any, of Participant forfeitures the Advisory Committee would
otherwise allocate under Section 3.5; (2) the amount, if any, of the Trust Fund
net income or gain for the Plan Year; and (3) the Employer contribution of the
Plan Year to the extent made under a discretionary formula. To the extent the
amounts described in clauses (1), (2) and (3) are insufficient to enable the
Advisory Committee to make the required restoration, the Employer must
contribute, without regard to any requirement or condition of Section 3.1, the
additional amount necessary to enable the Advisory Committee to make the
required restoration. If, for a particular Plan Year, the Advisory Committee
must restore the Accrued Benefit of more than one re-employed Participant, then
the Advisory Committee will make the restoration allocation(s) to each such
Participant's Account 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 Advisory Committee will not take into account the
allocation(s) under this Section 5.4 in applying the limitation on allocations
under Part 2 of Article III.

5.5 SEGREGATED ACCOUNT FOR REPAID AMOUNT. Until the Advisory Committee
restores the Participant's Accrued Benefit, as described in Section 5.4, the
Trustee will invest the cash-out amount the Participant has repaid in a
segregated Account maintained solely for that Participant. The Trustee must
invest the amount in the Participant's segregated Account in Federally insured
interest bearing savings account(s) or time deposit(s) (or a combination of
both), or in other fixed income investments. Until commingled with the balance
of the Trust Fund on the date the Advisory Committee restores the Participant's
Accrued Benefit, the Participant's segregated Account remains a part of the
Trust, but it alone shares in any income it earns and it alone bears any
expense or loss it incurs. The Advisory Committee will direct the Trustee to
repay to the Participant as soon as is administratively practicable the full
amount of the Participant's segregated Account if the Advisory Committee
determines either of the conditions of Section 5.4(a), prevents restoration as
of the applicable Accounting Date,

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27

notwithstanding the Participant's repayment. The Advisory Committee will direct
the Trustee to commingle the Participant's segregated account with the balance
of the Trust Fund as of the second Accounting Date immediately following the
date of the Participant's repayment.

5.6 YEAR OF SERVICE - VESTING. For purposes of vesting under Section 5.3,
Year of Service means any Plan Year during which an Employee completes not less
than 1,000 Hours of Service with the Employer.

5.7 BREAK IN SERVICE - VESTING. For purposes of this Article V, a
Participant incurs a "Break in Service" if during any Plan Year he does not
complete more than 500 Hours of Service with the Employer.

5.8 INCLUDED YEARS OF SERVICE - VESTING. For purposes of determining
"Years of Service" under Section 5.6, the Plan takes into account all Years of
Service an Employee completes with the Employer, except Years of Service
completed prior to January 1, 1987 shall not be taken into account. For the
sole purpose of determining a Participant's Nonforfeitable percentage of his
Accrued Benefit derived from Employer contributions which accrued for his
benefit prior to a Forfeiture Break in Service, the Plan disregards any Year of
Service after the Participant first incurs a Forfeiture Break in Service. The
Participant incurs a Forfeiture Break in Service when he incurs 5 consecutive
Breaks in Service.

5.9 FORFEITURE OCCURS. A Participant's forfeiture, if any, of the
Participant's Accrued Benefit derived from Employer contributions occurs under
the Plan on the earlier of: (a) The last day of the Accounting Date of the Plan
Year in which the Participant first incurs a Forfeiture Break in Service; or,
(b) The date the Participant receives a cash-out distribution. The Advisory
Committee determines the percentage of a Participant's Accrued Benefit
forfeiture, if any, under this Section 5.9 solely by reference to the vesting
schedule of Section 5.3. A Participant will not forfeit any portion of his
Accrued Benefit for any other reason or cause except as expressly provided by
this Section 5.9 or as provided under Section 9.14.

ARTICLE VI

TIME AND METHOD OF PAYMENT OF BENEFIT

6.1 TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to Section 6.3,
the Participant or the Beneficiary elects in writing to a different time of
payment, the Advisory Committee will direct the Trustee to commence
distribution of a Participant's Nonforfeitable Accrued Benefit in accordance
with this Section 6.1. A Participant must consent, in writing, to any
distribution required under this Section 6.1 if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of the distribution
to the Participant, or at the time of any prior distribution to the
Participant, exceeds or, at the time of the prior distribution, exceeded,
$3,500 and the Participant has not attained the later of Normal Retirement Age
or age 62. For all purposes of this Article VI, the term "annuity starting
date" means the first day of the first period for which the Plan pays an amount
in any form. A distribution date under this

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Article VI, unless otherwise specified within the Plan, is the 90th day of the
Plan Year, or as soon as administratively practicable following the 90th day of
the Plan Year.

(A) TERMINATION OF EMPLOYMENT FOR A REASON OTHER THAN DEATH. For a
Participant who terminates employment with the Employer for a reason other than
death, the Advisory Committee will direct the Trustee to commence distribution
of the Participant's Accrued Benefit, as follows:

(1) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING
$3,500. On the first distribution date in the first Plan Year beginning after
the Participant's Separation from Service with the Employer, but in no event
later than the 60th day following the close of the Plan Year in which the
Participant attains Normal Retirement Age. If the Participant has obtained
Normal Retirement Age when he separates from Service with the Employer, the
distribution under this paragraph will occur no later than the 60th day
following the close of the Plan Year in which the Participant's Separation from
Service occurs.

(2) OTHER THAN DISABILITY AND PARTICIPANT'S NONFORFEITABLE
ACCRUED BENEFIT EXCEEDS $3,500. In the absence of an election by the
Participant for an earlier distribution consistent with the provisions of the
Plan, the Advisory Committee will direct the Trustee to distribute or to begin
distribution of the Participant's Nonforfeitable Accrued Benefit on the 60th
day following the close of the Plan Year in which the latest of the following
events occurs: (a) the Participant attains Normal Retirement Age; (b) the
Participant attains age 62; or (c) the Participant separates from Service. If
the Participant elects an earlier distribution, the Advisory Committee will
direct the Trustee to distribute or begin distribution at the earliest
distribution date consistent with Section 6.3(A).

(3) DISABILITY AND PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT
EXCEEDS $3,500. If the Participant terminates employment because of Disability,
the first distribution date in the first Plan Year beginning after the date on
which the Participant terminates employment because of Disability, subject to
the notice and consent requirements of this Article VI and to the applicable
mandatory commencement dates described in Paragraph (1) or in Paragraph (2).
Effective January 1, 1993, if the Participant terminates employment because of
Disability, the distribution shall be on the last day of the month following
the month in which the Participant terminates employment because of Disability,
or as soon thereafter as is administratively practicable, subject to the notice
and consent requirements of this Article VI and to the applicable mandatory
commencement dates described in Paragraph (1) or in Paragraph (2). Effective
January 1, 1996, if the Participant terminates employment because of
Disability, the distribution shall be on the first distribution date in the
first Plan Year beginning after the date on which the Participant terminates
employment.

(B) REQUIRED BEGINNING DATE. If any distribution commencement date
described under Paragraph A of this Section 6.1, either by Plan provision or by
Participant election (or nonelection), is later than the participant's Required
Beginning Date, the Advisory Committee instead must direct the Trustee to make
distribution under this Section 6.1 on the Participant's Required Beginning
Date. A Participant's Required Beginning Date is the April

22.
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1 following the close of the calendar year in which the Participant attains age
70 1/2. However, if the Participant, prior to incurring a Separation from
Service, attained age 70 1/2 by January 1, 1988, and, for the five Plan Year
period ending in the calendar year in which he attained age 70 1/2 and for all
subsequent years, the Participant was not a more than 5% owner (as defined in
Section 1.7(a)), the Required Beginning Date is the April 1 following the close
of the calendar year in which the Participant separates from Service or, if
earlier, the April 1 following the close of the calendar year in which the
Participant becomes a more than 5 % owner. Furthermore, if a Participant who
was not a more than 5% owner attained age 70 1/2 during 1988 and did not incur
a Separation from Service prior to January 1, 1989, his Required Beginning Date
is April 1, 1990. A mandatory distribution at the Participant's Required
Beginning Date will be in lump sum unless the Participant, pursuant to the
provisions of this Article VI, makes a valid election to receive an alternative
form of payment. Effective January 1, 1996, a mandatory distribution at the
Participant's Required Beginning Date will be installments in accordance with
Section 6.3 and in amounts sufficient to satisfy the applicable requirements of
the Code, particularly section 401(a)(9) of the Code.

(C) DEATH OF THE PARTICIPANT. In the event of the Participant's
death, the Advisory Committee will direct the Trustee to distribute to the
Participant's Beneficiary the Participant's Nonforfeitable Accrued Benefit
remaining in the Trust in accordance with this Section 6.1(C). The Advisory
Committee will determine the death benefit by reducing the Participant's
Nonforfeitable Accrued Benefit by any security interest the Plan has against
that Nonforfeitable Accrued Benefit by reason of an outstanding Participant
loan, if any.

(1) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES
NOT EXCEED $3,500. The Advisory Committee must direct the Trustee to pay the
deceased Participant's Nonforfeitable Accrued Benefit, as soon as
administratively practicable following the Participant's death or, if later,
the date on which the Advisory Committee receives notification of or otherwise
confirms the Participant's death.

(2) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS
$3,500. Subject to the Notice and Consent requirements of this Article VI, the
Advisory Committee must direct the Trustee to distribute or commence
distribution of the Participant's undistributed Nonforfeitable Accrued Benefit
on the first distribution date in the first Plan Year beginning after the date
of the Participant's death, or, if later, the first distribution date following
the date the Advisory Committee receives notification of or otherwise confirms
the Participant's death. If the death benefit is payable to the Participant's
surviving spouse in full, the surviving spouse, in addition to the distribution
options provided in this Section 6.1(C), may elect distribution at any time
this Article VI would permit for a Participant.

6.2 METHOD OF PAYMENT OF ACCRUED BENEFIT. For Plan Years beginning prior
to January 1, 1996, the sole method of distribution under this Plan shall be
payment in a lump sum. Effective January 1, 1996, the sole method of
distribution under this Plan for benefits not in excess of $3,500 shall be a
lump sum payable in cash or in Employer Securities, as elected by the
Participant. Effective January 1, 1996, the sole method of distribution under
this Plan for benefits in excess of $3,500 shall be a lump sum paid in Employer
Securities (and cash for

23.
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fractional shares); provided, however, that if, for a Plan Year, the aggregate
value of the distributions (taking into account only those distributions that
are in excess of $3,500) that otherwise would be made for such Plan Year,
equals or exceeds Three Million Dollars ($3,000,000), the sole method of
distribution for all such distributions (taking into account only those
distributions that are in excess of $3,500) shall be installments paid in
Employer Securities (and cash for fractional shares) over the longest period of
years permitted under Section 6.4(c) commencing at the latest point in time
permitted under Section 6.4(a) or 6.4(b), or any longer period of time
applicable to Employer Securities acquired with the proceeds of an Exempt Loan.
For purposes of this Section 6.2, the aggregate value of distributions (taking
into account only those distributions that are in excess or $3,500) that
otherwise would be made for a Plan Year shall be determined as of the first day
of such Plan Year, or as soon thereafter as is administratively practicable,
and shall take into account the value of the Accounts of all Participants who
are eligible to elect to receive a distribution during such Plan Year
regardless of whether such Participant has actually elected to receive a
distribution for such Plan Year. The Company expressly reserves its rights to
eliminate or modify any form of distribution as permitted under section
411(d)(6)(C) of the Code, or any comparable provision of succeeding law, and
any regulatory or administrative guidance promulgated thereunder.

6.3 BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days before nor later
than 30 days before the Participant's annuity starting date, the Plan
Administrator must provide a benefit notice to a Participant who is eligible to
make an election under this Section 6.3. The benefit notice must explain any
optional forms of benefit in the Plan, including the material features and
relative values of those options, and the Participant's right to defer the date
of distribution his benefits shall commence (if his Nonforfeitable Accrued
Benefit exceeds $3500) until he attains the later of Normal Retirement Age or
age 62. If a Participant or Beneficiary makes an election to begin
distributions, as prescribed by this Section 6.3, the Advisory Committee will
direct the Trustee to distribute the Participant's Nonforfeitable Accrued
Benefit in accordance with that election. Any election under this Section 6.3
is subject to the time of distribution requirements of Section 6.1 and the form
of distribution requirements of Section 6.2. The Participant or Beneficiary
must make an election under this Section 6.3 by filing his election form with
the Advisory Committee at any time before the Trustee otherwise would commence
to pay a Participant's Accrued Benefit in accordance with the requirements of
this Article VI, unless a provision of this Article VI would permit or require
the Advisory Committee to make a distribution to such Participant or
Beneficiary.

(A) PARTICIPANT ELECTIONS AFTER TERMINATION OF EMPLOYMENT. If the
present value of a Participant's Nonforfeitable Accrued Benefit exceeds $3,500,
he may elect to have the Trustee commence distribution as of the distribution
date in the Plan Year following the year of his Separation from Service, unless
Section 6.2 requires a later distribution commencement date. The Participant
may reconsider an election at any time prior to the annuity starting date and
may elect to commence distribution as of any other distribution date permitted
under the Plan, but not earlier than the date described in the first sentence
of this Paragraph (A). A Participant who has separated from Service may elect
distribution as of any distribution date following his attainment of Normal
Retirement Age, irrespective of the restrictions otherwise applicable under
this Section 6.3(A). Prior to January 1, 1996, if the Participant is partially

24.
31
vested in his Accrued Benefit, an election under this Paragraph (A) to
distribute prior to the Participant's incurring a Forfeiture Break in Service
(as defined in Section 5.8), must be in the form of a cash-out distribution (as
defined in Article V). For distributions that occur on and after January 1,
1996, if the Participant is partially vested in his Accrued Benefit, an
election under this Paragraph (A) to distribute prior to the Participant's
receiving a Forfeiture Break in Service shall be in the form of a cash-out
distribution only to the extent lump sum distributions are permitted for such
Plan Year under Section 6.2. A Participant may not receive a cash-out
distribution if, prior to the time the Trustee actually makes the cash-out
distribution, the Participant returns to employment with the Employer.

(B) PARTICIPANT ELECTIONS PRIOR TO TERMINATION OF EMPLOYMENT. After a
Participant attains Normal Retirement Age, the Participant, until he retires,
has a continuing election to receive all or any portion of his Accrued Benefit,
subject to Section 6.2. A Participant must make an election under this
Paragraph (B) on a form prescribed by the Advisory Committee at any time during
the Plan Year for which his election is to be effective. In his written
election, the Participant must specify the percentage or dollar amount he
wishes the Trustee to distribute to him. The Participant's election relates
solely to the percentage or dollar amount specified in his election form and
his right to elect to receive an amount, if any, for a particular Plan Year
greater than the dollar amount or percentage specified in his election form
terminates on the Accounting Date. The Trustee must make a distribution to a
Participant in accordance with his election under this Paragraph (B) within the
90 day period (or as soon as administratively practicable) after the
Participant files his written election with the Trustee. The Trustee will
distribute the balance of the Participant's Accrued Benefit not distributed
pursuant to his election(s) in accordance with the other distribution
provisions of this Plan. Effective January 1, 1996, any election made pursuant
to this Section 6.3(B) must be consistent with the other provisions of this
Article VI, particularly Section 6.2 and Section 6.4.

(C) DEATH BENEFIT ELECTIONS. If the present value of the deceased
Participant's Nonforfeitable Accrued Benefit exceeds $3,500, the Participant's
Beneficiary may elect to have the Trustee distribute the Participant's
Nonforfeitable Accrued Benefit within a period permitted under Section 6.1. The
Beneficiary's election is subject to any restrictions designated in writing by
the Participant and not revoked as of his date of death. The form in which such
Accrued Benefits may be paid is subject to the requirements of Section 6.2

6.4 SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. Unless the Participant
elects in writing to have the Trustee apply other distribution provisions of
the Plan, to the extent available, or unless other distribution provisions of
the Plan require earlier distribution of the Participant's Accrued Benefit, the
Trustee must distribute the Participant's Accrued Benefit no later than the
time prescribed by this Section 6.4, irrespective of any other provision of the
Plan. The distribution provisions of this Section 6.4 are subject to the
consent and form of distribution requirements of Articles V and VI of the Plan.

(a) If the Participant separates from Service by reason of the
attainment of Normal Retirement Age, death, or Disability, the Advisory
Committee will direct the Trustee

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to commence distribution of the Participants Nonforfeitable Accrued Benefit not
later than one year after the close of the Plan Year in which that event
occurs.

(b) If the Participant separates from Service for any reason other than
by reason of the attainment of Normal Retirement Age, death or Disability, the
Advisory Committee will direct the Trustee to commence distribution of the
Participant's Nonforfeitable Accrued Benefit not later than one year after the
close of the Plan Year which is the fifth Plan Year following the Plan Year in
which the Participant otherwise separates from Service. If the Participant
resumes employment with the Employer on or before the last day of the fifth
Plan Year following the Plan Year of his Separation from Service, the
distribution provisions of this paragraph (b) do not apply.

(c) To the extent installment distributions are required under the Plan,
distribution of the Participant's Accrued Benefit must be in substantially
equal periodic payments (not less frequently than annually) over a period not
longer than the greater of:

(i) Owe years or

(ii) in the case of a Participant with an Accrued Benefit in
excess of $500,000, five years plus one additional year (but not more than five
additional years) for each $100,000 or fraction thereof by which such balance
exceeds $500,000 (or such dollar amounts as adjusted from time-to-time by the
Secretary of Treasury).

For purposes of this Section 6.4, Employer Securities do not include any
Employer Securities acquired with the proceeds of an Exempt Loan until the
close of the Plan Year in which the borrower repays the Exempt Loan in full.

6.5 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing contained in
this Plan prevents the Trustee, in accordance with the direction of the
Advisory Committee, from complying with the provisions of a qualified domestic
relations order (as defined in Code Section 414(p)). This Plan specifically
permits distribution to an alternate payee under a qualified domestic relations
order at any time, irrespective of whether the Participant has attained his
earliest retirement age (as defined under Code Section 414(p)) under the Plan.
A distribution to an alternate payee prior to the Participant's attainment of
earliest retirement age is available only if: (1) the order specifies
distribution at that time or permits an agreement between the Plan and the
alternate payee to authorize an earlier distribution; and (2) if the present
value of the alternate payee's benefits under the Plan exceeds $3,500, and the
order requires such consent, the alternate payee consents to any distribution
occurring prior to the Participant's attainment of earliest retirement age.
Nothing in this Section 6.5 permits a Participant a right to receive
distribution at a time otherwise not permitted under the Plan nor does it
permit the alternate payee to receive a form of payment not permitted under the
Plan. The Plan Administrator must establish reasonable procedures to determine
the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator promptly will notify the Participant
and any alternate payee named in the order, in writing, of the receipt of the
order and the Plan's procedures for determining the qualified status of the
order. Within a reasonable

26.
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period of time after receiving the domestic relations order, the Plan
Administrator must determine the qualified status of the order and must notify
the Participant and each alternate payee, in writing, of its determination. The
Plan Administrator must provide notice hereunder by mailing to the individual's
address specified in the domestic relations order, or in a manner consistent
with Department of Labor regulations. If any portion of the Participant's
Nonforfeitable Accrued Benefit is payable during the period the Plan
Administrator is making its determination of the qualified status of the
domestic relations order, the Advisory Committee must make a separate
accounting of amounts payable. If the Plan Administrator determines the order
is a qualified domestic relations order within 18 months of the date amounts
first are payable following receipt of the order, the Advisory Committee will
direct the Trustee to distribute the payable amounts in accordance with the
order. If the Plan Administrator does not make its determination of the
qualified status of the order within the 18 month determination period, the
Advisory Committee will direct the Trustee to distribute the payable amounts in
the manner the Plan would distribute if the order did not exist and will apply
the order prospectively if the Plan Administrator later determines the order is
a qualified domestic relations order. To the extent it is not inconsistent with
the provisions of the qualified domestic relations order, the Advisory
Committee may direct the Trustee to invest any partitioned amount in Federally
insured, interest-bearing savings account(s) or time deposit(s) (or a
combination of both), or in other fixed income investments. A segregated
subaccount remains a part of the Trust, but it alone shares in any income it
earns, and it alone bears any expense or loss it incurs. The Trustee will make
any payments or distribution required under this Section 6.5 by separate
benefit checks or other separate distribution to alternate payee(s).

6.6 ROLLOVER DISTRIBUTIONS.

(A) APPLICATIONS. This Section applies to distributions made on or
about January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this
Section, a distributes may elect, at the time and in the manner prescribed by
the Plan Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.

(B) DEFINITIONS.

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

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(b) Eligible retirement plan. An eligible retirement plan is an
individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan described
in Code Section 403(a), or a qualified trust described in Code Section 401(a),
that accepts the distributee's eligible rollover distribution. However, in the
case of an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual retirement
annuity.

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

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

ARTICLE VII

EMPLOYER ADMINISTRATIVE PROVISIONS

7.1 INFORMATION TO COMMITTEE. The Employer must supply current
information to the Advisory Committee as to the name, date of birth, date of
employment, annual compensation, leaves of absence, Years of Service and date
of termination of employment of each Employee who is, or who will be eligible
to become, a Participant under the Plan, together with any other information
which the Advisory Committee considers necessary. The Employer's records as to
the current information the Employer furnishes to the Advisory Committee are
conclusive as to all persons.

7.2 NO LIABILITY. The Employer assumes no obligation or responsibility to
any of its Employees, Participants or Beneficiaries for any act of, or failure
to act, on the part of its Advisory Committee, (unless the Employer is the
Advisory Committee), the Trustee or the Plan Administrator (unless the Employer
is the Plan Administrator).

7.3 INDEMNITY OF COMMITTEE. The Employer indemnifies and saves harmless
the Plan Administrator and the members of the Advisory Committee, and each of
them, from and against any and all loss resulting from liability to which the
Plan Administrator and the Advisory Committee, or the members of the Advisory
Committee, may be subjected by reason of any act or conduct (except willful
misconduct or gross negligence) in their official capacities in the
administration of this Trust or Plan or both, including all expenses reasonably
incurred in their defense, in case the Employer fails to provide such defense.
The indemnification provisions of this Section 7.3 do not relieve the Plan
Administrator or any Advisory Committee member from any liability he may have
under ERISA for breach of a fiduciary duty. Furthermore, the Plan Administrator
and the Advisory Committee members and the Employer may execute a letter
agreement further delineating the indemnification agreement of this Section
7.3, provided the

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letter agreement must be consistent with and must not violate ERISA. The
indemnification provisions of this Section 7.3 extend to the Trustee solely to
the extent provided by a letter agreement executed by the Trustee and the
Employer.

7.4 EMPLOYER DIRECTION OF INVESTMENT. The Employer has the right to
direct the Trustee to the investment and re-investment of assets comprising the
Trust Fund only if the Trustee consents in writing to permit such direction. If
the Trustee consents to Employer direction of investment, the Trustee and the
Employer shall execute a letter agreement as a part of this Plan containing
such conditions, limitations and other provisions they deem appropriate before
the Trustee will follow any Employer direction as respects the investment or
reinvestment of any part of the Trust Fund.

7.5 AMENDMENT TO VESTING SCHEDULE. Though the Employer reserves the right
to amend the vesting schedule at any time, the Advisory Committee will not
apply the amended vesting schedule to reduce the Nonforfeitable percentage of
any Participant's Accrued Benefit derived from Employer contributions
(determined as of the later of the date of the Employer adopts the amendment,
or the date the amendment become effective) to a percentage less than the
Nonforfeitable percentage computed under the Plan without regard to the
amendment. If the Employer makes a permissible amendment to the vesting
schedule, each Participant having at least 3 Years of Service with the Employer
may elect to have the percentage of his Nonforfeitable Accrued Benefit computed
under the Plan without regard to the amendment. The Participant must file his
election with the Plan Administrator within 60 days of the latest of (a) the
Employer's adoption of the amendment; and (b) the effective date of the
amendment; or (c) his receipt of a copy of the amendment. The Plan
Administrator, as soon as practicable, must forward a true copy of any
amendment to the vesting schedule to each affected Participant, together with
an explanation of the effect of the amendment, the appropriate form upon which
the Participant may make an election to remain under the vesting schedule
provided under the Plan prior to the amendment and notice of the time within
which the Participant must make an election to remain under the prior vesting
schedule. For purposes of this Section 7.5, an amendment to the vesting
schedule includes any Plan amendment which directly or indirectly affects the
computation of the Nonforfeitable percentage of an Employee's rights to his
Employer derived Accrued Benefit.

ARTICLE VIII

PARTICIPANT ADMINISTRATIVE PROVISIONS

8.1 BENEFICIARY DESIGNATION. Any Participant may from time to time
designate, in writing, any person or persons, contingently or successively, to
whom the Trustee will pay his Accrued Benefit on event of his death and the
Participant may designate the form and method of payment. The Advisory
Committee will prescribe the form for the written designation of Beneficiary
and, upon the Participant's filing the form with the Advisory Committee, the
form effectively revokes all designations filed prior to that date by the same
Participant.

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A married Participant's Beneficiary designation is not valid unless the
Participant's spouse consents to the Beneficiary designation. The spousal
consent requirement in this paragraph does not apply if the Participant and his
spouse are not married throughout the one year period ending on the date of the
Participant's death, or if the Participant's spouse is the Participant's sole
primary Beneficiary.

8.2 NO BENEFICIARY DESIGNATION. If a Participant fails to name a
Beneficiary in accordance with Section 8.1, or if the Beneficiary named by a
Participant predeceases him or dies before complete distribution of the
Participant's Accrued Benefit as prescribed by the Participant's Beneficiary
form, then the Trustee will pay the Participant's Accrued Benefit in one, or
any combination, of the methods specified under Section 6.2 in the following
order of priority to: (a) the Participant's surviving spouse; (b) the
Participant's surviving children, including adopted children, in equal shares;
(c) the Participant's surviving parents, in equal shares, or (d) the legal
representative of the estate of the last to die of the Participant and his
Beneficiary. The Advisory Committee will direct the Trustee as to the method
and to whom the Trustee will make payment under this Section 8.2.

8.3 PERSONAL DATA TO COMMITTEE. Each Participant and each Beneficiary of
a deceased Participant must furnish to the Advisory Committee such evidence,
data or information as the Advisory Committee considers necessary or desirable
for the purpose of administering the Plan. The provisions of this Plan are
effective for the benefit of each Participant upon the condition precedent that
each Participant will furnish promptly full, true and complete evidence, data
and information when requested by the Advisory Committee, provided the Advisory
Committee advises each Participant of the effect of his failure to comply with
its request.

8.4 ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary of a
deceased Participant must file with the Advisory Committee from time to time,
in writing, his post office address and any change of post office address. Any
communication, statement or notice addressed to a Participant, or Beneficiary,
at his last post office address filed with the Advisory Committee, or as shown
on the records of the Employer, binds the Participant, or Beneficiary, for all
purposes of this Plan.

8.5 ASSIGNMENT OR ALIENATION. Subject to Code Section 414(p) relating to
qualified domestic relations orders, neither a Participant nor a Beneficiary
may anticipate, assign or alienate (either at law or in equity) any benefit
provided under the Plan, and the Trustee will not recognize any such
anticipation, assignment or alienation. Furthermore, a benefit under the Plan
is not subject to attachment, garnishment, levy, execution or other legal or
equitable process.

8.6 NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the time
prescribed by ERISA and the applicable regulations, must furnish all
Participants and Beneficiaries a summary description of any material amendment
to the Plan or notice of discontinuance of the Plan and all other information
request by ERISA to be furnished without charge.

8.7 LITIGATION AGAINST THE TRUST. A court of competent jurisdiction may
authorize any appropriate equitable relief to redress violations of ERISA or to
enforce any provisions of

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ERISA or the terms of the Plan. A fiduciary may receive reimbursement of
expenses properly and actually incurred in the performance of his duties with
the Plan.

8.8 INFORMATION AVAILABLE. Any Participant in the Plan or any Beneficiary
may examine copies of the Plan description, latest annual report, any
bargaining agreement, this Plan and Trust, contract or any other instrument
under which the Plan was established or is operated. The Plan Administrator
will maintain all of the items listed in this Section 8.8 in his office, or in
such other place or places as he may designate from time to time in order to
comply with the regulations issued under ERISA, for examination during
reasonable business hours. Upon the written request of a Participant or
Beneficiary the Plan Administrator will furnish him with a copy of any item
listed in this Section 8.8. The Plan Administrator may make a reasonable charge
to the requesting person for a copy so furnished.

8.9 APPEAL PROCEDURE FOR DENIAL OF BENEFITS. The Plan Administrator will
provide adequate notice in writing to any Participant or to any Beneficiary
("Claimant") whose claim for benefits under the Plan the Advisory Committee has
denied. The Plan Administrator's notice to the Claimant must set forth: (a) the
specific reason for the denial; (b) specific references to pertinent Plan
provisions on which the Advisory Committee based its denial; (c) a description
of any additional material and information needed for the Claimant to perfect
his claim and an explanation of why the material or information is needed; and
(d) that any appeal the Claimant wishes to make of the adverse determination
must be in writing to the Advisory Committee within 75 days after receipt of
the Plan Administrator's notice of denial of benefits. The Plan Administrator's
notice must further advise the Claimant that his failure to appeal the action
to the Advisory Committee in writing within the 75 day period will render the
Advisory Committee's determination final, binding and conclusive. If the
Claimant should appeal to the Advisory Committee, he, or his duly authorized
representative, may submit, in writing, whatever issues and comments he, or his
duly authorized representative, believes are pertinent. The Claimant, or his
duly authorized representative, may review pertinent Plan documents. The
Advisory Committee will re-examine all facts related to the appeal and make a
final determination as to whether the denial of benefits is justified under the
circumstances. The Advisory Committee must advise the Claimant of its decision
within 60 days of the Claimant's written request for review, unless special
circumstances (such as a hearing) would make the rendering of a decision within
the 60 day limit unfeasible, but in no event shall the Advisory Committee
render a decision respecting a denial for a claim for benefits later than 120
days after its receipt of a request for review. The Participant's notice of
denial of benefits must identify the name of each member of the Advisory
Committee and the name and address of the Advisory Committee member to whom the
Claimant may forward his appeal.

8.10 PARTICIPANT DIRECTION OF INVESTMENT. Except as provided in this
Section 8.10, a Participant does not have the right to direct the Trustee with
respect to the investment or reinvestment of the assets comprising the
Participant's individual Account. Each Qualified Participant may direct the
Trustee as to the investment of 25% of the value of the Participant's Accrued
Benefit attributable to the Employer Securities (the "Eligible Accrued
Benefit") within 90 days after the Accounting Date of each Plan Year (to the
extent a direction amount exceeds the amount to which a prior direction under
this Section 8.10 applies) during the Participant's

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Qualified Election Period. For the last Plan Year in the Participant's
Qualified Election Period, the Trustee will substitute "50%" for "25%" in the
immediately preceding sentence The Qualified Participant must make his
direction to the Trustee in writing, the direction may be effective no later
than 180 days after the close of the Plan Year to which the direction applies,
and the direction must specify which, if any, of the investment options the
Participant selects.

A Qualified Participant may chose one of the following investment
options:

(a) The distribution of the portion of his Eligible Accrued Benefit
covered by the election. The Trustee will make the distribution within 90 days
after the last day of the period during which the Qualified Participant may
make the election. The provisions of this Plan applicable to a distribution of
Employer Securities, including the put option requirements of Article XI, apply
to this investment option.

(b) The direct transfer of the portion of his Eligible Accrued
Benefit covered by the election to another qualified plan of the Employer which
accepts such transfers, but only if the transferee plan permits
employee-directed investment and does not invest in Employer Securities to a
substantial degree. The Trustee will make the direct transfer no later than 90
days after the last day of the period during which the Qualified Participant
may make the election.

For purposes of this Section 8.10, the following definitions apply:

(i) "Qualified Participant" means a Participant who has attained age
55 and who has completed at least 10 years of participation in the Plan. A
"year of participation" means a Plan Year in which the Participant was eligible
for an allocation of Employer contributions, irrespective of whether the
Employer actually contributed to the Plan for that Plan Year.

(ii) "Qualified Election Period" means the 6 Plan Year period
beginning with the Plan Year in which the Participant first becomes a Qualified
Participant.

ARTICLE IX

ADVISORY COMMITTEE DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

9.1 MEMBERS' COMPENSATION, EXPENSES. The Employer must appoint an
Advisory Committee to administer the Plan, the members of which may or may not
be Participants in the Plan, or which may be the Plan Administrator acting
alone. The members of the Advisory Committee will serve without compensation
for services as such, but the Employer will pay all expenses of the Advisory
Committee, including the expense for any bond required under ERISA.

9.2 TERM. Each member of the Advisory Committee serves until his
successor is appointed.

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9.3 POWERS. In case of vacancy in the membership of the Advisory
Committee, the remaining members of the Advisory Committee may exercise any and
all of the powers, authority, duties and discretion conferred Upon the Advisory
Committee pending the filling of the vacancy.

9.4 GENERAL. The Advisory Committee has the following powers and duties:

(a) To select a secretary, who need not be a member of the Advisory
Committee;

(b) To determine the rights of eligibility of an Employee to
participate in this Plan, the value of a Participant's Accrued Benefit, and the
Nonforfeitable percentage of each Participant's Accrued Benefit;

(c) To adopt rules of procedure and regulations necessary for the
proper and efficient administration of the Plan provided the rules are not
inconsistent with the terms of this Agreement;

(d) To enforce the terms of the Plan and the rules and regulations it
adopts;

(e) To direct the Trustee as respects the crediting and distribution
of the Trust;

(f) To review and render decisions respecting a claim for (or denial
of a claim for) a benefit under the Plan;

(g) To furnish the Employer with information which the Employer may
require for tax or other purposes;

(h) To engage the service of agents whom it may deem advisable to
assist it with the performance of its duties;

(i) To engage the services of an investment manager or managers (as
defined in ERISA Section 3(38)), each of whom will have full power and
authority to manage, acquire or dispose (or direct the Trustee with respect to
acquisition or disposition) of any Plan asset under its control;

The Plan Administrator and Advisory Committee shall be vested with sole
discretionary authority (i) to construe and interpret the Plan and its Trust,
their terms and any rules and regulations promulgated thereunder, including
but not limited to resolving ambiguities, inconsistencies and omissions; (ii)
to construe and interpret the Federal and state laws and regulations that
relate to the Plan and Trust; (iii) to decide all factual questions arising in
connection with the Plan and Trust; and (iv) to decide all other questions
arising in connection with the Plan and Trust, including but not limited to
determination of eligibility, entitlement to benefits, and vesting. All
findings of the Plan Administrator or Advisory Committee shall be

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final and shall be binding and conclusive upon all persons having any interest
in the Plan or Trust.

The Advisory Committee must exercise all of its powers, duties, and
discretion under the Plan in a uniform and nondiscriminatory manner.

Loan Policy. The Advisory Committee will not make loans to Plan
Participants.

9.5 FUNDING POLICY. The Advisory Committee will review, not less often
than annually, all pertinent Employee information and Plan data in order to
establish the funding policy of the Plan, and to determine the appropriate
methods of carrying out the Plan's objectives. The Advisory Committee must
communicate periodically, as it deems appropriate, to the Trustee and to the
Plan investment manager the Plan's short-term and long-term financial needs so
investment policy can be coordinated with Plan financial requirements.

9.6 MANNER OF ACTION. The decision of a majority of the members appointed
and qualified controls.

9.7 AUTHORIZED REPRESENTATIVE. The Advisory Committee may authorize any
one of its members, or its secretary, to sign on its behalf any notices,
directions, applications, certificates, consents, approvals, waivers, letters,
or other documents. The Advisory Committee must evidence this authority by an
instrument signed by all members and filed with the Trustee.

9.8 INTERESTED MEMBER. No member of the Advisory Committee may decide or
determine any matter concerning the distribution, nature or method of
settlement of his own benefits under the Plan, except in exercising an election
available to that member in his capacity as a Participant, unless the Plan
Administrator is acting alone in the capacity of the Advisory Committee

9.9 INDIVIDUAL ACCOUNTS. The Advisory Committee will maintain, or direct
the Trustee to maintain, a separate Account, or multiple Accounts, in the name
of each Participant to reflect the Participant's Accrued Benefit under the
Plan. The Advisory Committee must maintain one Account designated as the
Employer Securities Account to reflect a Participant's interest in Employer
Securities held by the Trust and another Account designated as the General
Investments Account to reflect the Participant's interest in the Trust Fund
attributable to assets other than Employer Securities. If a Participant
re-enters the Plan subsequent to his having a Forfeiture Break in Service (as
defined in Section 5.8), the Advisory Committee, or the Trustee, must maintain
a separate Account for the Participant's pre-Forfeiture Break in Service
Accrued Benefit and a separate Account for his post-Forfeiture Break in Service
Accrued Benefit unless the Participant's entire Accrued Benefit under the Plan
is 100% Nonforfeitable.

The Advisory Committee will make its allocations, or request the Trustee
to make its allocations, to the Accounts of the Participants in accordance with
the provisions of Section 9.11. The Advisory Committee may direct the Trustee
to maintain a temporary segregated investment Account in the name of a
Participant to prevent a distortion of income,

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gain or loss allocations Under Section 9.11. The Advisory Committee shall
maintain records of its activities.

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of each
Participant's Accrued Benefit consists of that proportion of the net worth (at
fair market value) of the Employer's Trust Fund which the net credit balance in
his Account bears to the total net credit balance in the Accounts of all
Participants. For purposes of a distribution under the Plan, the value of a
Participant's Accrued Benefit is its value as of the valuation date immediately
preceding the date of the distribution.

9.11 ALLOCATIONS TO PARTICIPANT'S ACCOUNTS. A "valuation date" under this
Plan is each Accounting Date and each interim valuation date determined under
Section 10.14. As of each valuation date the Advisory Committee must adjust
General Investment Accounts to reflect net income, gain or loss since the last
valuation date. The valuation period is the period beginning the day after the
last valuation date and ending on the current valuation date.

(A) EMPLOYER SECURITIES ACCOUNT. As of the Accounting Date of each
Plan Year, the Advisory Committee first will reduce Employer Securities
Accounts for any forfeitures arising under Section 5.9 and then will credit the
Employer Securities Account maintained for each Participant with the
Participant's allocable share of Employer Securities (including fractional
shares) purchased and paid for by the Trust or contributed in kind to the
Trust, with any forfeitures of Employer Securities and with any stock dividends
on Employer Securities allocated to his Employer Securities Account. The
Advisory Committee will allocate Employer Securities acquired with an Exempt
Loan under Section 10.3(C) in accordance with that Section. Except as otherwise
specifically provided in Section 10.3(C), the Advisory Committee will base
allocations to the Participants' Accounts on dollar values expressed as shares
of Employer Securities or on the basis of actual shares where there is a single
class of Employer Securities. In making a forfeiture reduction under this
Section 9.11, the Advisory Committee, to the extent possible, first must
forfeit from a Participant's General Investments Account before making a
forfeiture from his Employer Securities Account.

(B) GENERAL INVESTMENTS ACCOUNT.

Trust Fund Accounts. The allocation provisions of this paragraph
apply to all Participant General Investment Accounts other than segregated
investment Accounts. The Advisory Committee first will adjust the Participant
General Investment Accounts, as those Accounts stood at the beginning of the
current valuation period, by reducing the Accounts for any forfeitures arising
under Section 5.9 or under Section 9.14 for amounts charged during the
valuation period to the Accounts in accordance with Section 9.13 (relating to
distributions) and for the amount of any General Investment Account which the
Trustee has fully distributed since the immediately preceding valuation date.
The Advisory Committee then, subject to the restoration allocation requirements
of Section 5.4 or of Section 9.14, will allocate the net income, gain or loss
pro rata to the adjusted Participant General Investment Accounts. The allocable
net income, gain or loss is the net income (or net loss), including the
increase or decrease in the fair market value of assets, since the last
valuation date. In making its

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allocations under this Section 9.11 (B), the Advisory Committee ?????? Employer
Securities allocated to Employer Securities Accounts, stock dividends on
allocated Employer Securities and interest paid by the Trust on an Exempt Loan.
The Advisory Committee will include as income (available for payment on an
Exempt Loan) ANY cash dividends on Employer Securities except cash dividends
which the Advisory Committee has directed to the Trustee to distribute in
accordance with Section 10.8.

Segregated investment Accounts. A segregated investment Account
receives all income it earns and bears all expense or loss it incurs. As of the
valuation date, the Advisory Committee must reduce a segregated Account for any
forfeiture arising under Section 5.9 after the Advisory Committee has made all
other allocations, changes or adjustments to the Account for the Plan Year.

Additional rules. An Excess Amount or suspense account described
in Part 2 of Article III does not share in the allocation of net income, gain or
loss described in this Section 9.11(B). This Section 9.11(B) applies solely
to the allocation of net income, gain or loss of the Trust. The Advisory
Committee will allocate the Employer contributions and Participant forfeitures,
if any, in accordance with Article III.

9.12 INDIVIDUAL STATEMENT. As soon as practicable after the Accounting
Date of each Plan Year but within the time prescribed by ERISA and the
regulations under ERISA, the Plan Administrator will deliver to each
Participant (and to each Beneficiary) a statement reflecting the condition of
his Accrued Benefit in the Trust as of that date and such other information
ERISA requires be furnished the Participant or Beneficiary. No Participant,
except a member of the Advisory Committee, has the right to inspect the records
reflecting the Account of any other Participant.

9.13 ACCOUNT CHARGED. The Advisory Committee will charge all
distributions made to a Participant or to his Beneficiary from his Account
against the Account of the Participant when made.

9.14 UNCLAIMED ACCOUNT PROCEDURE. The Plan does not require either the
Trustee or the Advisory Committee to search for, or ascertain the whereabouts
of, any Participant or Beneficiary. At the time the Participant's or
Beneficiary's benefit becomes distributable under Article VI, the Advisory
Committee, by certified or registered mail addressed to his last known address
of record with the Advisory Committee or the Employer, must notify any
Participant, or Beneficiary, that he is entitled to a distribution under this
Plan. The notice must quote the provisions of this Section 9.14 and otherwise
must comply with the notice requirements of Article VI. If the Participant, or
Beneficiary, fails to claim his distributive share or make his whereabouts
known in writing to the Advisory Committee within 6 months from the date of
mailing of the notice, the Advisory Committee will treat the Participant's or
Beneficiary's unclaimed payable Accrued Benefit as forfeited and will
reallocate the unclaimed payable Accrued Benefit in accordance with Section
3.5. Where the benefit is distributable to the Participant, the forfeiture
under this paragraph occurs as of the last day of the notice period, if the
Participant's Nonforfeitable Accrued Benefit does not exceed $3,500, or as of
the first day

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of the benefit is distributable without the Participant's consent, if the
present value of the Participant's Nonforfeitable Accrued Benefit exceeds
$3,500. Where the benefit is distributable to a Beneficiary, the forfeiture
occurs on the date the notice period ends except, if the Beneficiary is the
Participant's spouse and the Nonforfeitable Accrued Benefit payable to the
spouse exceeds $3,500, the forfeiture occurs as of the first day the benefit is
distributable without the spouse's consent. Pending forfeiture, the Advisory
Committee, following the expiration of the notice period, may direct the
Trustee to segregate the Nonforfeitable Accrued Benefit in a segregated Account
and to invest that segregated Account in Federally insured interest bearing
savings accounts or time deposits (or in a combination of both), or in other
fixed income investments.

If a Participant or Beneficiary who has incurred a forfeiture of his
Accrued Benefit under the provisions of the first paragraph of this Section
9.14 makes a claim, at any time, for his forfeited Accrued Benefit, the
Advisory Committee must restore the Participant's or Beneficiary's forfeited
accrued Benefit to the same dollar amount as the dollar amount of the Accrued
Benefit forfeited, unadjusted for any gains or losses occurring subsequent to
the date of the forfeiture. The Advisory Committee will make the restoration
during the Plan Year in which the Participant or Beneficiary makes the claim
first from the amount, if any, of Participant forfeitures the Advisory
Committee otherwise would allocate for the Plan Year, then from the amount, if
any, of the Trust Fund net income or gain for the Plan Year and then from the
amount, or additional amount, the Employer contributes to enable the Advisory
Committee to make the required restoration. The Advisory Committee will direct
the Trustee to distribute the Participant's or Beneficiary's restored Accrued
Benefit to him not later than 60 days after the close of the Plan Year in which
the Advisory Committee restores the forfeited Accrued Benefit. The forfeiture
provisions of this Section 9.14 apply solely to the Participant's or to the
Beneficiary's Accrued Benefit derived from Employer contributions.

ARTICLE X

TRUSTEE, POWERS AND DUTIES

10.1 ACCEPTANCE. The Trustee accepts the Trust created under the Plan and
agrees to perform the obligations imposed. The Trustee must provide bond for
the faithful performance of its duties under the Trust to the extent required
by ERISA.

10.2 RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to the Employer
for the funds contributed to it by the Employee but does not have any duty to
see that the contributions received comply with the provisions of the Plan. The
Trustee is not obliged to collect any contributions from the Employer, nor is
obliged to see that funds deposited with it are deposited according to the
provisions of the Plan.

10.3 FULL INVESTMENT POWERS.

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(A) TRUSTEE POWERS. The Trustee has full discretion and authority
with regard to the investment of the Trust Fund, except with respect to a Plan
asset under the control or direction of properly appointed Investment Manager
or with respect to a Plan asset subject to Employer, Participant or Advisory
Committee direction of investment. The Trustee must coordinate its investment
policy with Plan financial needs as communicated to it by the Advisory
Committee. The Trustee is authorized and empowered, but not by way of
limitation, with the following powers, rights and duties:

(a) To invest the Trust Fund primarily in Employer Securities
("primarily" meaning the authority to hold and to acquire not more than 100% of
the Trust Fund in Employer Securities) and to invest any part or all of the
Trust Fund in any common or preferred stocks, open-end or closed-end mutual
funds, put and call options traded on a national exchange, United States
retirement plan bonds, corporate bonds, debentures, convertible debentures,
commercial paper, U.S. Treasury bills, U.S. Treasury notes and other direct or
indirect obligations of the United States Government or its agencies, improved
or unimproved real estate situated in the United States, limited partnerships,
insurance contracts of any type, mortgages, notes or other property of any
kind, real or personal, and to buy or sell options on common stock on a
nationally recognized exchange with or without holding investments the Trustee
deems appropriate as a prudent man would do under like circumstances with due
regard for the purposes of this Plan. An investment made or retained by the
Trustee in good faith is proper but must be of a kind (with the exception of
Employer Securities) constituting a diversification considered by law suitable
for trust investments.

(b) To retain in cash so much of the Trust Fund as it may deem
advisable to satisfy liquidity needs of the Plan and to deposit any cash held
in the Trust Fund in a bank account at reasonable interest. If the Trustee is a
bank or similar financial institution supervised by the United States or by a
State, this paragraph (b) includes specific authority to invest in any type of
deposit of the Trustee (or of a bank related to the Trustee within the meaning
of Code Section 414(b)) at a reasonable rate of interest or in a common trust
fund (the provisions of which govern the investment of such assets and which
the Plan incorporates by this reference) as described in Code Section 584 which
the Trustee (or its affiliate, as defined in Code Section 1504) maintains
exclusively for the collective investment of money contributed by the bank (or
the affiliate) in its capacity as Trustee and which conforms to the rules of
the Comptroller of the Currency.

(c) To manage, sell, contract to sell, grant options to purchase,
convey, exchange, transfer, abandon, improve, repair, insure, lease for any
term even though commencing in the future or extending beyond the term of the
Trust, and otherwise deal with all property, real or personal, in such manner,
for such consideration and on such terms and conditions as the Trustee decides.

(d) To credit and distribute the Trust as directed by the
Advisory Committee. The Trustee is not obliged to inquire as to whether any
payee or distributee is entitled to any payment or whether the distribution is
proper or within the terms of the Plan, or as to the manner of making any
payment or distribution. The Trustee is accountable only to the

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Advisory Committee for any payment or distribution made by it in good faith on
the order or direction of the Advisory Committee.

(e) To borrow money, to assume indebtedness, extend mortgages and
encumber by mortgage or pledge.

(f) To compromise, contest, arbitrate or abandon claims and
demands, in its discretion.

(g) To vote, subject to Section 10.16, all voting stock held by
the Trust Fund.

(h) To lease for oil, gas and other mineral purposes and to
create mineral severances by grant or reservation; to pool or unitize interests
in oil, gas and other minerals; and to enter into operating agreements and to
execute division and transfer orders.

(i) To hold any securities or other property in the name of the
Trustee or its nominee, or in another form as it may deem best, with or without
disclosing the trust relationship.

(j) To perform any and all other acts in its judgment necessary
or appropriate for the proper and advantageous management, investment and
distribution of the Trust.

(k) To retain any funds or property subject to any dispute
without liability for the payment of interest, and to decline to make payment
or delivery of the funds or property until final adjudication is made by a
court of competent jurisdiction.

(1) To file all tax returns required of the Trustee.

(m) To furnish to the Employer, the Plan Administrator, and the
Advisory Committee an annual statement of account showing the condition of the
Trust Fund and all investment, receipts, disbursements and other transactions
effected by the Trustee during the Plan Year covered by the statement and also
stating the assets of the Trust held at the end of the Plan Year, which
accounts are conclusive on all persons, including the Employer, the Plan
Administrator, and the Advisory Committee, except as to any act or transaction
concerning which the Employer, the Plan Administrator or the Advisory Committee
files with the Trustee written exceptions or objections within 90 days after
the receipt of the accounts or for which ERISA authorizes a longer period
within which to object.

(n) To begin, maintain or defend any litigation necessary in
connection with the administration of the Plan, except that the Trustee is not
obliged or required to do so unless indemnified to its satisfaction.

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(o) The Trustee will allocate any insurance proceeds received
from the purchase of insurance contracts under paragraph (a) to Participants'
Accounts in the same manner as the allocation under Section 3.4 of the Employer
contribution for the Plan Year in which the death of the insured Participant
occurs.

(B) PARTICIPANT LOANS. As provided by Section 9.4, the Trustee is not
authorized to make Participant loans.

(C) EXEMPT LOAN. This Section 10.3(C) specifically authorizes the
Trustee to enter into an Exempt Loan transaction. The following terms and
conditions will apply to any Exempt Loan:

(1) The Trustee will use the proceeds of the loan within a
reasonable time after receipt only for any or all of the following purposes:
(i) to acquire Employer Securities; (ii) to repay such loan; or (iii) to repay
a prior Exempt Loan. Except as provided in Sections 11.1 and 11.3, no Employer
Security acquired with the proceeds of an Exempt Loan may be subject to a put,
call or other option, or buy-sell or similar arrangement while held by and when
distributed from this Plan, whether or not the Exempt Loan is repaid or this
Plan is then an employee stock ownership plan.

(2) The interest rate of the loan may not be more than reasonable
rate of interest.

(3) Any collateral the Trustee pledges to the creditor must
consist only of the assets purchased by the borrowed fund and those assets
the Trust used as collateral on the price Exempt Loan repaid with the proceeds
of the current Exempt Loan.

(4) The creditor may have no recourse against the Trust under the
loan except with respect to such collateral given for the loan, contributions
(other than contributions of Employee Securities) that the Employer makes to the
Trust to meet it obligations under the loan, and earnings attributable to such
collateral and the investment of such contributions. The payment made with
respect to an Exempt Loan by the Plan during a Plan Year must not exceed an
amount equal to the sum of such contributions and earnings received during or
prior to the year less such payments in prior years. The Advisory Committee and
the Trustee must account separately for such contributions and earnings in the
books of account of the Plan until the Trust repays the loan.

(5) In the event of default upon the loan, the value of Plan
assets transferred in satisfaction of the loan must not exceed the amount of
the default, and if the lender is a Disqualified Person, the loan must provide
for transfer of Plan assets upon default only upon and to the extent of the
failure of the Plan to meet the payment schedule of the loan.

(6) The Trustee must add and maintain all assets acquired with
the proceeds of an Exempt Loan in a suspense Account. In withdrawing assets
from the suspense Account, the Trustee will apply the provisions of Treas. Reg.
Sections 54.4975(b)(8) and (15) .

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as if all securities in the suspense Account were encumbered. Upon the payment
of any portion of the loan, the Trustee will effect the release of assets in
the suspense Account from encumbrances. For each Plan Year during the duration
of the loan, the number of Employer Securities released must equal the number
of encumbered Employer Securities held immediately before release for the
current Plan Year multiplied by a fraction. The numerator of the fraction is
the amount of principal and interest (or principal only) paid for the Plan
Year. The denominator of the fraction is the sum of the numerator plus the
principal and interest (or principal only) to be paid for all future Plan
Years. The number of future Plan Years under the loan must be definitely
ascertainable and must be determined without taking into account any possible
extension or renewal periods. If the interest rate under the loan is variable,
the interest to be paid in future Plan Years must be computed by using the
interest rate applicable as of the end of the Plan Year. If the release from
encumbrance is determined solely with reference to principal payments, (i) the
Exempt Loan shall provide for annual payments of principal and interest at a
cumulative rate that is not less rapid at any time than level annual payments
of such amount for ten years, (ii) the interest included in any payment is
disregarded only to the extent that it would be determined to be interest under
standard loan amortization tables. The right to release Employer Securities
based on principal only and therefore the preceding sentence are not applicable
from the time that, by reason of renewal, extension, or refinancing, the sum of
the expired duration of the Exempt Loan, the renewal period, the extension
period, and the duration of a new Exempt Loan exceeds ten years. If collateral
includes more than one class of Employer Securities, the number of Employer
Securities of each class to be released for a Plan Year must be determined by
applying the same fraction to each such class. The Advisory Committee will
allocate assets withdrawn from the suspense Account to the Accounts of
Participants who otherwise share in the allocation of the Employer's
contribution for the Plan Year for which the Trustee has paid the portion of
the loan resulting in the release of the assets. The Advisory Committee
consistently will make this allocation as of each Accounting Date on the basis
of non-monetary units, taking into account the relative Compensation of all
such Participants for such Plan Year.

(7) The loan must be for a specific term and may not be payable at
the demand of any person except in the case of default.

(8) Notwithstanding the fact this Plan ceases to be an employee stock
ownership plan, Employer Securities acquired with the proceeds of an exempt
loan will continue after the Trustee repays the loan to be subject to the
provisions of Treas. Reg. Sections 54.4975(b)(4), (10), (11) and (12) relating
to put, call or other options and to buy-sell or similar arrangements, except
to the extent these regulations are inconsistent with Code Section 409(h).

(9) If Employer Securities acquired with the proceeds of an exempt
loan available for distribution consist of more than one class, a Participant
must receive substantially the same proportion of each such class.

10.4 RECORDS AND STATEMENTS. The records of the Trustee pertaining to the
Plan must be open to the inspection of the Plan Administrator, the Advisory
Committee, and the Employer at all reasonable times and may be audited from
time to time by any person or persons as the

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Employer, Plan Administrator or Advisory Committee may specify in writing. The
Trustee must furnish the Employer, Advisory Committee, or the Plan
Administrator with whatever information relating to the Trust Fund the Advisory
Committee or Plan Administrator considers necessary.

10.5 FEES AND EXPENSES FROM FUND. The Trustee will receive reasonable
annual compensation as may be agreed upon from time to time between the
Employer and the Trustee. The Trustee will pay all expenses reasonably incurred
by it in its administration of the Plan from the Trust Fund unless the Employer
pays the expenses. The Advisory Committee will not treat any fee or expense
paid, directly or indirectly, by the Employer as an Employer contribution,
provided the fee or expense relates to the ordinary and necessary
administration of the Fund. No person who is receiving All pay from the
Employer shall receive compensation for services as Trustee.

10.6 PARTIES TO LITIGATION. Except as otherwise provided by ERISA, only
the Employer, the Plan Administrator, the Advisory Committee, and the Trustee
are necessary parties to any court proceeding involving the Trustee or the
Trust Fund. No Participant, or Beneficiary, is entitled to any notice of
process unless required by ERISA. Any final judgment entered in any proceeding
will be conclusive upon the Employer, the Plan Administrator, the Advisory
Committee, the Trustee, Participants and Beneficiaries.

10.7 PROFESSIONAL AGENTS. The Trustee may employ and pay from the Trust
Fund reasonable compensation to agents, attorneys, accountants and other
persons to advise the Trustee as in its opinion may be necessary. The Trustee
may delegate to any agent, attorney, accountant or other person selected by it
any non-trustee power or duty vested in it by the Plan, and the Trustee may act
or refrain from acting on the advice or opinion of any agent, attorney,
accountant or other person so selected.

10.8 DISTRIBUTION OF TRUST FUND. The Trustee shall make all distributions
of a Participant's Nonforfeitable Accrued Benefit in whole shares of Employer
Securities valued at fair market value at the time of distribution unless,
effective January 1, 1993 through December 31, 1995, the Participant elects to
receive his or her accrued benefit entirely in cash. The Trustee will pay in
cash any fractional security share to which a Participant or his Beneficiary is
entitled. In the event the Trustee is to make a distribution in shares of
Employer Securities, the Trustee may apply any balance in a Participant's
General Investments Account to provide whole shares of Employer Securities for
distribution at the then fair market value.

If the Employer's charter or bylaws restrict ownership of substantially
all shares of Employer Securities to Employees and the Trust, as described in
Code Section 409(h)(2), the Trustee will make the distribution of a
Participant's Accrued Benefit entirely in cash.

Notwithstanding the preceding provisions of this Section 10.8, the
Trustee, if directed in writing by the Advisory Committee, will pay, in cash,
any cash dividends (which have been held by the Plan for less than two years)
on Employer Securities allocated, or allocable to Participants Employer
Securities Accounts, irrespective of whether a Participant is fully vested

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in his Employer Securities Account. The Advisory Committee's direction must
state whether the Trustee is to pay the cash dividend distributions currently,
or within the 90 day period following the close of the Plan Year in which the
Employer pays the dividends to the Trust. The Advisory Committee may request
the Employer to pay dividends on Employer Securities directly to Participants.

10.9 DISTRIBUTION DIRECTIONS. If no one claims a payment or distribution
made from the Trust, the Trustee must promptly notify the Advisory Committee
and shall dispose of the payment in accordance with the subsequent direction of
the Advisory Committee.

10.10 THIRD PARTY. No person dealing with the Trustee is obligated to see
to the proper application of any money paid or property delivered to the
Trustee, or to inquire whether the Trustee has acted pursuant to any of the
terms of the Plan. Each person dealing with the Trustee may act upon any
notice, request or representation in writing by the Trustee, or by the
Trustee's duly authorized agent, and is not liable to any person in so acting.
The certificate of the Trustee that it is acting in accordance with the Plan
will be conclusive in favor of any person relying on the certificate. The
decision of a majority of the Trustee(s) shall control with respect to any
decision regarding the administration or investment of the Trust Fund.

10.11 RESIGNATION. The Trustee may resign at any time as Trustee of the
Plan by giving 30 days' written notice in advance to the Employer and to the
Advisory Committee. If the Employer fails to appoint a successor Trustee within
60 days of its receipt of the Trustee's written notice of resignation, the
Trustee will treat the Employer as having appointed itself as Trustee and as
having filed its acceptance of appointment with the former Trustee.

10.12 REMOVAL. The Employer, by giving 30 days' written notice in advance
to the Trustee, may remove any Trustee. In the event of the resignation or
removal of a Trustee, the Employer must appoint a successor Trustee if it
intends to continue the Plan. If two or more persons hold the position of
Trustee, in the event of the removal of one such person, during any period the
selection of a replacement is pending, or during any period such person is
unable to serve for any reason, the remaining person or persons will act as the
Trustee.

10.13 INTERIM DUTIES AND SUCCESSOR TRUSTEE. Each successor Trustee
succeeds to the title to the Trust vested in his predecessor by accepting in
writing his appointment as successor Trustee and filing the acceptance with the
former Trustee and the Advisory Committee without the signing or filing of any
further statement. The resigning or removed Trustee, upon receipt of acceptance
in writing of the Trust by the successor Trustee, must execute all documents
and do all acts necessary to vest the title of record in any successor Trustee.
Each successor Trustee has and enjoys all of the powers, both discretionary and
ministerial, conferred under this Agreement upon his predecessor. A successor
Trustee is not personally liable for any act or failure to act of any
predecessor Trustee, except as required under ERISA. With the approval of the
Employer and the Advisory Committee, a successor Trustee, with respect to the
Plan, may accept the account rendered and the property delivered to it by a
predecessor Trustee without incurring any liability or responsibility for so
doing.

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10.14 VALUATION OF TRUST. The Trustee must value the Trust Fund as of
each Accounting Date to determine the fair market value of each Participant's
Accrued Benefit in the Trust, and the Trustee also must value the Trust Fund on
such other dates, as directed by the Advisory Committee. With respect to
activities carried on by the Plan, an independent appraiser meeting
requirements similar to those prescribed by Treasury regulations under Code
Section 170(a)(1) must perform all valuations of Employer Securities which are
not readily tradeable on an established securities market.

10.15 LIMITATION ON LIABILITY - IF INVESTMENT MANAGER APPOINTED. The
Trustee is not liable for the acts or omissions of any investment Manager or
Managers the Advisory Committee may appoint, nor is the Trustee be under any
obligation to invest or otherwise manage any asset of the Plan which is subject
to the management of a properly appointed Investment Manager. The Advisory
Committee, the Trustee and any properly appointed Investment Manager may
execute a letter agreement as a part of this Plan delineating the duties,
responsibilities and liabilities of the Investment Manager with respect to any
part of the Trust Fund under the control of the Investment Manager.

10.16 PARTICIPANT VOTING RIGHTS--EMPLOYER SECURITIES. With respect to the
voting of Employer Securities which are not part of a registration-type class
of securities (as defined in Code Section 409(e)(4)), a Participant (or
Beneficiary) has the right to direct the Trustee regarding the voting of such
Employer Securities allocated to his Employer Securities Account with respect
to any corporate matter which involves the approval or disapproval of any
corporate merger or consolidation, recapitalization, reclassification,
liquidation, dissolution, sale of substantially all assets of a trade or
business, or such similar transaction as the Treasury may prescribe in
regulations. As to any Employer Securities allocated to the Participant's
Employer Securities Account which are part of a registration-type class of
securities, the voting rights provided in this Section 10.16 extend to all
corporate matters requiring a vote of stockholders. The Trustee does not have
the right to vote any Employer Securities which a Participant (or Beneficiary)
fails to vote as authorized by this Section 10.16.

ARTICLE XI

REPURCHASE OF EMPLOYER SECURITIES

11.1 PUT OPTION. Employer Securities that are not readily tradable on an
established market when distributed shall be subject to the following put
option. The put option must:

(i) Be exercisable by a Participant or his donee or a
person, estate or distributee to whom the Employer
Security passes by reason of death (the "Optionor");

(ii) Permit the Optionor to put the Employer Securities to
the:

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(a) Employer provided, however, that the put option may
grant the Plan an option to assume the Employer's rights
and obligations at the time of exercise;

(b) A third party (for example, a Related Employer or a
non-Plan shareholder) that has substantial net worth at
the time the Exempt Loan is made and whose net worth is
reasonably expected to remain substantial if it is known
at the time an Exempt Loan is made that Federal or state
law shall be violated by the Employer's honoring such
put option;

(iii) if the Employer Securities were acquired with the
proceeds of an Exempt Loan, be exercisable at least
during a 15-month period which begins on the date the
Employer Securities subject to the put option are
distributed by the Plan, excluding any time when the
Optionor is unable to exercise the option because the
party in (ii) above is prohibited by law from honoring
it (subject to the notice provisions in Treasury
Regulation Section 54.4975-7(b)(1l)(ii) for publicly
traded securities which cease to be so during that
15-month period);

(iv) if the Employer Securities were not acquired with the
proceeds of an Exempt Loan, be exercisable for an
initial period of at least sixty (60) days following the
date of distribution of the Employer Securities, and if
necessary, for a second period of at least sixty (60)
days in the following Plan Year after the new
determination of the fair market value of the Employer
Securities by the Advisory Committee and notice to the
Optionor of the new fair market value;

(v) Exercised by the Optionor by notifying the Employer in
writing that the put option is being exercised;

(vi) Exercisable at the value of the Employer Securities as
determined under Section 11.6(a); and

(vii) Have payment terms as provided in Section 11.4.

Payment to the Optionor may be restricted only by the terms of an Exempt
Loan, unless otherwise required by state law.

11.2 RESTRICTION ON EMPLOYER SECURITIES. Except upon the prior written
consent of the Employer, no Participant (or Beneficiary) may sell, assign, give
pledge, encumber, transfer or otherwise dispose of any Employer Securities now
owned or subsequently acquired by him without complying with the terms of this
Article XI. If a Participant (or Beneficiary) pledges

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or encumbers any Employer Securities with the required prior written consent,
any security holder's rights with respect to such Employer Securities are
subordinate and subject to the rights of the Employer.

11.3 LIFETIME TRANSFER/RIGHT OF FIRST REFUSAL. If any Participant (or
Beneficiary) who receives Employer Securities under this Plan desires to
dispose of any of his Employer Securities for any reason during his lifetime
(whether by sale, assignment, gift or any other method of transfer), he first
must offer the Employer Securities for sale to the Employer. The Advisory
Committee may require a Participant (or beneficiary) entitled to a distribution
of Employer Securities to execute an appropriate stock transfer agreement
(evidencing the right of first refusal) prior to receiving a certificate for
Employer Securities.

In the case of an offer by a third party, the offer to the Employer is
subject to all the terms and conditions set forth in Section 11.4 based on the
price equal to the fair market value per share and payable in accordance with
the terms of Section 11.4 unless the selling price and terms offered to the
Participant by the third party are more favorable to the Participant than the
selling price and terms of Section 11.4, in the event the selling price and
terms of the offer of the third party apply. The Employer must give written
notice to the offering Participant of its acceptance of the Participant's offer
within 14 days after the Participant has given written notice to the Employer
or the Employer's rights under this Section 11.3 will lapse. The Employer may
grant the Trust the option to assume the Employer's rights and obligations with
respect to all or any part of the Employer Securities offered to the Employer
under this Section 11.3.

Employer Securities acquired with the proceeds of an Exempt Loan cannot
be publicly traded at the time the Employer's right may be exercised.

11.4 PAYMENT OF PURCHASE PRICE. If the Employer (or the Trustee, at the
direction of the Advisory Committee) exercises an option to purchase a
Participant's Employer Securities pursuant to an offer given under Section 11.3
or if the Employer Securities are not readily tradable on an established market
and the Participant exercises his right to a put option under Section 11.1, the
purchaser(s) must make payment in a lump sum or, if the distribution to the
Participant (or to his Beneficiary) constitutes a Total Distribution, in
substantially equal periodic payments (not less frequently than annually) over
a period not exceeding five years (and ten years for Employer Securities
acquired with the proceeds of an Exempt Loan). A "Total Distribution" to a
Participant (or to a Beneficiary) is the distribution, within one taxable year
of the recipient, of the entire balance to the Participant's credit under the
Plan. In the case of a distribution which is not a Total Distribution or which
is a Total Distribution with respect to which the purchaser(s) will make
payment in lump sum, the purchaser(s) must pay the Participant (or Beneficiary)
the fair market value of the Employer Securities repurchased no later than 30
days after the date the Participant (or Beneficiary) exercises the option. In
the case of a Total Distribution with respect to which the purchaser(s) will
make installment payments, the purchaser(s) must make the first installment
payment no later than 30 days after the Participant (or Beneficiary) exercises
the put option. For installment amounts not paid within 30 days of the exercise
of the put option, the purchaser(s) must evidence the balance of the purchase
price by executing a promissory note, delivered to the selling Participant at
the Closing. The note

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delivered at Closing must bear a reasonable rate of interest, determined as of
the Closing Date, and the purchaser(s) must provide adequate security. The note
must provide for substantially equal periodic payments (not less frequently
than annually) with interest payable with each installment, the first
installment being due and payable one year after the Closing Date. The note
further must provide for acceleration in the event of 30 days' default of the
payment on interest or principal and must grant to the maker of the note the
right to prepay the note in whole or in part at any time or times without
penalty; provided, however, the purchaser(s) may not have the right to make any
prepayment during the calendar year or fiscal year of the Participant
(Beneficiary) in which the Closing Date occurs.

11.5 Notice. A person has given Notice permitted or required under this
Article XI when the person deposits the Notice in the United States mail, first
class, postage prepaid, addressed to the person entitled to the Notice at the
address currently listed for him in the records of the Advisory Committee. Any
person affected by this Article XI has the obligation of notifying the Advisory
Committee of any change of address.

11.6 TERMS AND DEFINITIONS. For purposes of this Article XI:

(a) "Fair market value" means the value of the Employer Securities:
(i) determined as of the date of the exercise of an option if the exercise is
by a Disqualified Person; or (ii) in all other cases, determined as of the most
recent Accounting Date. The Advisory Committee must determine fair market value
of Employer Securities for all purposes of the Plan by engaging the services of
an independent appraiser and taking whatever other steps that are necessary to
arrive at the value in the case of a transaction between the Plan and a
Disqualified Person as provided in Treasury Regulation Section
54.4975-ll(d)(5). See Section 10.14.

(b) "Notice" means any offer, acceptance of an offer, payment or any
other communication.

(d) "Closing" means the place, date and time ("Closing Date") to
which the selling Participant (or his Beneficiary) and purchaser may agree for
purposes of a sale and purchase under this Article XI, provided Closing must
take place not later than 30 days after the exercise of an offer under Section
11.1.

ARTICLE XII

MISCELLANEOUS

12.1 Evidence. Anyone required to give evidence under the terms of the
Plan may do so by certificate, affidavit, document or other information which
the person to act in reliance may consider pertinent, reliable and genuine, and
to have been signed, made or presented by the

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proper party or parties. Both the Advisory Committee and the Trustee are fully
protected in acting and relying upon any evidence described under the
immediately preceding sentence.

12.2 NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the Trustee nor the
Advisory Committee has any obligation nor responsibility with respect to any
action required by the Plan to be taken by the Employer, any Participant or
eligible Employee, or for the failure of any of the above persons to act or
make any payment or contribution, or to otherwise provide any benefit
contemplated under this Plan. Furthermore, the Plan does not require the
Trustee or the Advisory Committee to collect any contribution required under
the Plan, or determine the correctness of the amount of any Employer
contribution. Neither the Trustee nor the Advisory Committee need inquire into
or be responsible for any action or failure to act on the part of the others.
Any action required of a corporate Employer must be by its Board of Directors
or its designate.

12.3 FIDUCIARIES NOT INSURERS. The Trustee, the Advisory Committee, the
Plan Administrator and the Employer in no way guarantee the Trust Fund from
loss or depreciation. The Employer does not guarantee the payment of any money
which may be or becomes due to any person from the Trust Fund. The liability of
the Advisory Committee and the Trustee to make any payment from the Trust Fund
at any time and all times is limited to the then available assets of the Trust.

12.4 WAIVER OF NOTICE. Any person entitled to notice under the Plan may
waive the notice.

12.5 SUCCESSORS. The Plan is binding upon all persons entitled to
benefits under the Plan, their respective heirs and legal representatives, upon
the Employer, it successors and assigns, and upon the Trustee, the Advisory
Committee, the Plan Administrator and their successors.

12.6 Word Usage. Words used in the masculine also apply to the feminine
where applicable, and wherever the context of the Plan dictates, the plural
includes the singular and singular includes the plural.

12.7 State Law. Colorado law shall determine all questions arising with
respect to the provisions of this Agreement except to the extent Federal
statutes supersede Colorado law.

12.8 EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or with
respect to the establishment of the Trust, or any modification or amendment to
the Plan or Trust, or in the creation of any Account, or the payment of any
benefit, gives any Employee, Participant, or any Beneficiary any right to
continue employment, any legal or equitable right against the Employer, or
Employee of the Employer, or against the Trustee, or its agents or employees,
or against the Plan Administrator, except as expressly provided by the Plan,
the Trust, ERISA or by a separate agreement.

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ARTICLE XIII

EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

13.1 EXCLUSIVE BENEFIT. Except as provided under Article III, the
Employer has no beneficial interest in any asset of the Trust and no part of
any asset in the Trust shall ever revert to or be repaid to an Employer, either
directly or indirectly; nor prior to the satisfaction of all liabilities with
respect to the Participants and their Beneficiaries under the Plan, may any
part of the corpus of income of the Trust Fund, or any asset of the Trust, be
(at any time) used for, or diverted to, purposes other than the exclusive
benefit of the Participants or their Beneficiaries. However, if the
Commissioner of Internal Revenue, upon the Employer's request for initial
approval of this Plan, determines that the Trust created under the 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 13.1 within one year of a final disposition of the Employer's
request for initial approval of the Plan. The Plan and Trust will terminate
upon the Trustee's return of the Employer's contributions.

13.2 AMENDMENT BY EMPLOYER. The Employer has the right at any time and
from time to time: (a) to amend this Agreement in any manner it deems necessary
or advisable in order to qualify (or maintain qualification of) this Plan and
the Trust created under it under the appropriate provisions of Code Section
401(a); and (b) to amend this Agreement in any other manner. No amendment may
authorize or permit any of the Trust Fund (other than the part required to pay
taxes and administration expenses) to be used for or diverted to purposes other
than for the exclusive benefit of the Participants or their Beneficiaries or
estates. No amendment may cause or permit any portion of the Trust Fund to
revert to or become a property of the Employer. The Employer also may not make
any amendment which affects the rights, duties or responsibilities of the
Trustee, the Plan Administrator, or the Advisory Committee without the written
consent of the affected Trustee, the Plan Administrator, or the affected member
of the Advisory Committee.

Code Section 411(d)(6) protected benefits. An amendment (including the
adoption of this Plan as a restatement of an existing plan) may not decrease a
Participant's Accrued Benefit, except to the extent permitted under Code
Section 412(c)(8), and may not reduce or eliminate Code Section 411(d)(6)
protected benefits determined immediately prior to the adoption date (or, if
later, the effective date) of the amendment. An amendment reduces or eliminates
Code Section 411(d)(6) protected benefits if the amendment has the effect of
either (l) eliminating or reducing an early retirement benefit or a
retirement-type subsidy (as defined in Treasury regulations), or (2) except as
provided by Treasury regulations, eliminating an optional form of benefit. The
Advisory Committee must disregard an amendment to the extent application of the
amendment would fail to satisfy this paragraph. If the Advisory Committee must
disregard an amendment because the amendment would violate clause (1) or clause
(2), the Advisory Committee must maintain a schedule of the early retirement
option or other optional forms of

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benefit the Plan must continue for the affected Participants. This paragraph
shall not apply to the extent that the Plan may be amended in accordance with
Code Section 411(d)(6)(C).

The Employer must make all amendments in writing. Each amendment must
state the date to which it is either retroactively or prospectively effective.

13.3 DISCONTINUANCE. THE Employer has the right, at any time, to suspend
or discontinue its contributions under the Plan, and to terminate, at any time,
this Plan and the Trust created under this Agreement. The Plan will terminate
upon the first occur of the following: (a) the date terminated by action of the
Employer; (b) the date the Employer shall be judicially declared bankrupt or
insolvent unless the proceeding authorized continued maintenance of the Plan;
(c) the dissolution, merger, consolidation or reorganization of the Employer or
the sale by the Employer of all or substantially all of its assets, unless the
successor or purchaser makes provision to continue the Plan, in which event the
successor or purchaser shall substitute itself as the Employer under this Plan.

13.4 FULL VESTING ON TERMINATION. Upon either full or partial termination
of the Plan, or, if applicable, upon the date of complete discontinuance of
stock bonus plan contributions to the Plan, an affected Participant's right to
his Accrued Benefit shall be 100% Nonforfeitable irrespective of the
Nonforfeitable percentage which otherwise would apply under Article V.

13.5 MERGER/DIRECT TRANSFER. The Trustee may not consent to, or be a
party to, any merger or consolidation with another plan, or to a transfer of
assets or liabilities to another plan unless immediately after the merger,
consolidation or transfer the surviving Plan provides each Participant a
benefit equal to or greater than the benefit each Participant would have
received had the Plan terminated immediately before the merger or consolidation
or transfer. The Trustee possesses the specific authority to enter into merger
agreements or direct transfer of assets agreements with the trustees of other
retirement plans described in Code Section 401(a), including an elective
transfer, and to accept the direct transfer of plan assets, or to transfer
assets as a party to any such agreement, provided the other retirement plan is
not subject to the joint and survivor annuity provisions of Code Section 417.
The Trustee may accept a direct transfer of plan assets on behalf of an
Employer prior to the date the Employee satisfies the Plan's eligibility
condition(s). If the Trustee accepts such a direct transfer of plan assets, the
Advisory Committee and the Trustee must treat the Employee as a Participant for
all purposes of the Plan except the Employee is not a Participant for purposes
of sharing in Employer contributions or Participant forfeitures under the Plan
until he actually becomes a Participant in the Plan. The Trustee may not
consent to, or be a party to a merger, consolidation or transfer of assets with
a defined benefit plan, except with respect to an elective transfer. The
Trustee will hold, administer and distribute the transferred assets as a part
of the Trust Fund and the Trustee must maintain a separate Employer
contribution Account for the benefit of the Employee on whose behalf the
Trustee accepted the transfer in order to reflect the value of the transferred
assets. Unless a transfer of assets to this Plan is an elective transfer, the
Plan will preserve all Code Section 411(d)(6) protected benefits with respect
to those transferred assets, in the manner described in Section 13.2. A
transfer is an elective transfer if: (1) the transfer satisfies the first
paragraph of this Section 13.5, (2) the transfer is voluntary, under a fully
informed election by

50.
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the Participant; (3) the Participant has an alternative that retains his Code
Section 411(d)(6) protected benefits (including an option to leave his benefit
in the transferor plan, if that plan is not terminating); (4) the transfer
satisfies the applicable spousal consent requirements of the Code; (5) the
transferor plan satisfies the joint and survivor notice requirements of the
Code, if the Participant's transferred benefit is subject to those
requirements; (6) the Participant has a right to immediate distribution from
the transferor plan, in lieu of the elective transfer; (7) the transferred
benefit is at least the greater of the single sum distribution provided by the
transferor plan for which the Participant is eligible or the present value of
the Participant's accrued benefit under the transferor plan payable at that
plan's normal retirement age; (8) the Participant has a one hundred percent
(100%) Nonforfeitable interest in the transferred benefit; and (9) the transfer
otherwise satisfies applicable Treasury regulations. An elective transfer may
occur between two defined contribution plans, between qualified plans of any
type.

Distribution restrictions under Code Section 401(k). If the Plan receives
a direct Transfer (by merger or otherwise) of elective contributions (or
amounts treated as elective contributions) under a Plan with a Code Section
401(k) arrangement, the distribution restrictions of Code Sections 401(k)(2)
and 401(k)(10) continue to apply to those transferred elective contributions.

13.6 TERMINATION. Upon termination of the Plan, the distribution
provisions of Article VI remain operative, with the following exceptions: (1)
if the present value of the Participant's Nonforfeitable Accrued Benefit does
not exceed $3,500, the Advisory Committee will direct the Trustee to distribute
the Participant's Nonforfeitable Accrued Benefit to him in lump sum as soon as
administratively practicable after the Plan terminates; and (2) if the present
value of the Participant's Nonforfeitable Accrued Benefit exceeds $3,500, the
Participant or the Beneficiary, in addition to the distribution events
permitted under Article VI, may elect to have the Trustee commence distribution
of his Nonforfeitable Accrued Benefit as soon as administratively practicable
after the Plan terminates. To liquidate the Trust, the Advisory Committee will
purchase a deferred annuity contract for each Participant which protects the
Participant's distribution rights under the Plan, if the Participant's
Nonforfeitable Accrued Benefit exceeds $3,500 and the Participant does not
elect an immediate distribution pursuant to clause (2) above. The Trust will
continue until the Trustee in accordance with the direction of the Advisory
Committee has distributed all of the benefits under the Plan. On each valuation
date, the Advisory Committee will credit any part of a Participant's Accrued
Benefit retained in the Trust with its proportionate share of the Trust's
income, expenses, gains and losses, both realized and unrealized. Upon
termination of the Plan, the amount, if any, in a suspense account under
Article III will revert to the Employer, subject to the conditions of the
Treasury regulations permitting such a reversion. A resolution or amendment to
freeze all future benefit accruals but otherwise to continue maintenance of the
Plan, is not a termination for purposes of this Section 13.6.

51.
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IN WITNESS WHEREOF, the Employer and the Trustee have executed this Plan
and Trust Agreement this 29th day of October, 1996.

EMPLOYERS

X. X. XXXXXXX & CoMPANY

By: /s/ [ILLEGIBLE]
--------------------------------
President

ATTEST:

/s/ [ILLEGIBLE]
------------------------
Secretary

TRUSTEE:

/s/ XXXX XXXXXXXX
--------------------------------
Xxxx Xxxxxxxx

/s/ XXXX X. XXXXX
--------------------------------
Xxxx X. Xxxxx

/s/ XXXXXXX X. XXXXX
--------------------------------
Xxxxxxx X. Xxxxx

52.
59

[X. X. XXXXXXX LETTERHEAD]

February 29, 1996
Xxxxxxx X. Xxxxx
Xxxx X. Xxxxx
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxxxx
Advisory Committee Members and/or
Trustees of the
X.X. Xxxxxxx & Company Employee Stock
Ownership Plan and Trust
0000 Xxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000

Re: Letter Agreement on Indemnification under Section 7.03 of the X.X. Xxxxxxx
ESOP

Dear Messrs. Allen, Dixon, Xxxxxx and Xxxxxxxx:

As allowed by Section 7.03 of the X.X. Xxxxxxx & Company Employee Stock
Ownership Plan and Trust Agreement ("Plan"), the following shall serve as a
letter agreement delineating the extent and scope of indemnification provided to
the Trustees of the Plan's trust and the members of the Plan's Advisory
Committee (the "Committee") by X.X. Xxxxxxx & Company (the "Employer") in
consideration for the continued services of such Trustees and Advisory Committee
members.

AGREEMENT

1. To the fullest extent permitted by law, the Employer agrees and does
hereby indemnify and hold harmless the Trustee and the Committee, jointly and
severally, each member individually and in their representative capacities, and
their officers, directors, employees, agents, successors and assigns, or any one
or more of them (referred to as the "Indemnees"), from any and all manner of
claims, actions, demands, proceedings, suits, expenses, charges, damages,
liabilities or losses arising or which may arise in any way out of or in
connection with the Plan's acquisition, disposition and holding of Employer
stock, or any one or more of such acts, specifically including, without
limitation, any costs and expenses (including, without limitation, attorneys
fees and court costs) or other losses which may be suffered by the Trustee and
the Committee, jointly and severally, each member individually and in their
representative capacities, their officers, directors, employees, agents,
successors and assigns, or any one or more of them, by reason of investigating,
defending, preparing to defend, or settling any such claim, action, demand,
proceeding or suit (whether threatened, pending or completed litigation)

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Xxxx X. Xxxxx
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxxxx
February 29, 1996
Page 2

which may be brought by any person, organization or governmental body or agency,
in connection with or in any way related to or involving the Plan's acquisition,
disposition and holding of Employer stock (as defined in Department of Labor
Regulation Section 2550.408e(b) and (c)), or any one or more of such acts, as
aforesaid; provided, however, that no such indemnification by the Employer shall
be satisfied out of the assets of the Plan.

2. Further, to the fullest extent permitted by law, the Employer agrees and
does hereby indemnify and hold harmless the Indemnees, jointly and severally,
each individually and in their representative capacities, from any and all
manner of claims, actions, demands, proceedings, suits, expenses, charges,
damages, liabilities or losses arising or which may arise in any way out of or
in connection with any act or omission related to the Indemnee's performance of
duties with respect to the Plan, specifically including, without limitation, any
costs and expenses (including, without limitation, attorneys fees and court
costs) or other losses which may be suffered by the Indemnee by reason of
investigation, defending, preparing to defend, or settling any such claim,
action, demand, proceeding or suit (whether threatened, pending or completed
litigation) which may be brought by any person, organization or governmental
body or agency, in connection with or in any way related to an act or omission
of the Indemnee while serving as a member of the Committee or a Trustee;
provided, however, that no such indemnification of the Employer shall be
satisfied out of the assets of the Plan.

3. Further, the Employer hereby agrees to pay to the Trustee for deposit in
the Plan, in full and immediately upon written demand, cash equal to the full
amount of any claim by any person, organization or governmental body or agency,
against the Trustee and the Committee, jointly and severally, each member
individually and in their representative capacities, and against any of its
officers, directors, employees, agents, successors and assigns, or any one or
more of them, for any part or all of such property or amounts which the Trustee
or the Committee, in their sole discretion, considers to be colorable, arising
out of or in connection with the Plan's acquisition, disposition and holding of
Employer stock (as defined in Department of Labor Regulation Section
2550.408e(b) and (c)), or any one or more of such acts.

4. To the fullest extent permitted by law, the Employer does hereby
indemnify and hold harmless the Trustee and the Committee, jointly and
severally, each member individually and in their representative capacities, and
their officers, directors, employees, agents, successors and assigns, or any one
or more of them, for, and hereby agrees to reimburse the Trustee and the
Committee, jointly and severally, each member individually and in their
representative capacities, and their officers, directors, employees, agents,
successors and assigns, or any one or more of them, any taxes (including
interest and penalties) which may be imposed on or with respect to the income or
principal of the Plan for any year, under the laws of any jurisdiction, for
which the Trustee and the Committee, jointly and severally, each member
individually and
61
Xxxxxxx X. Xxxxx
Xxxx X. Xxxxx
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxxxx
February 29, 1996
Page 3

in their representative capacities, and their directors, employees, agents,
successors and assigns, or any one or more of them, is or at any time becomes
liable; provided, however, that such amounts due arise in any way out of or in
connection with the Plan's acquisition, disposition and holding of Employer
stock (as defined in Department of Labor Regulation Section 2550.408e(b) and
(c)), or any one or more of such acts; provided further however, that such
amounts shall be payable out of Plan assets only to the extent permitted by law.

5. The Employer also agrees to reimburse to the Trustee and the Committee,
jointly and severally, each member individually and in their representative
capacities, and their officers, directors, employees, agents, successors and
assigns, or any one or more of them, and does hereby jointly and severally, to
the fullest extent of the law, indemnify and hold harmless the Trustee and the
Committee, jointly and severally, each member individually and in their
representative capacious, and their officers, directors, employees, agents,
successors and assigns, or any one or more of them as aforesaid, for all costs
and expenses (including without limitation court costs and attorneys fees) which
may be incurred by them, or any one or more of them, by reason of the failure of
the Employer to pay to the Trustee and the Committee, jointly and severally,
each member individually and in their representative capacities, and their
officers, directors, employees, agents, successors and assigns, or any one or
more of them, promptly upon demand any and all amounts due under this Agreement;
provided, however, that no such indemnification by the Employer shall be
satisfied out of the assets of the Plan.

6. At the election of the Trustee and the Committee, jointly or severally,
each member individually and in their representative capacities, and their
officers, directors, employees, agents, successors and assigns, or any one or
more of them, the Employer shall tender a full, fair and competent defense for
such party or parties in the event that a claim contemplated by this Agreement
is brought, whether directly or by a counterclaim. If no such election is made,
the Employer agrees in pay in advance of the final disposition of a civil or
criminal action, suit or proceeding contemplated under Paragraph 1 above, any
and all expenses incurred in investigating, defending, preparing to defend, or
settling any such claim, action, demand, proceeding or suit (whether threatened,
pending or completed litigation).

7. All of the recitations contained in this Agreement shall be considered a
part of this Agreement.

8. This Agreement shall be binding on the Employer and on the Trustee and
Committee, each member individually and in their representative capacities, and
on their respective heirs, executors, administrators, personal representatives,
officers, directors, employees, agents, successors and assigns, and shall inure
to the benefit of the Trustees and
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Xxxx X. Xxxxx
Xxxxxx X. Xxxxxx
Xxxx X. Xxxxxxxx
February 29, 1996
Page 4

Committee, each member individually and in their representative capacities, and
their officers, directors, employees, agents, successors and assigns.

9. This Agreement shall be interpreted in conjunction with the Plan as in
existence on the date this Agreement becomes effective and any successor plan
thereto. In event of a conflict between this Agreement and the Plan, whichever
provides the broadest protection to the Trustee and the Committee shall control.
Nothing in this Agreement shall relieve any party or parties of any liability
for any breach of their fiduciary responsibilities or liability for any
responsibility, obligation or duty under Part 4 of Subtitle B of Subchapter I of
the Employee Retirement Income Security Act of 1974, as amended.

10. If any provision of this Agreement is held invalid, it shall not affect
the validity of any other provision of this Agreement or of this Agreement as a
whole, which shall continue to be given full force and effect as if such invalid
provision were never included herein. Furthermore, the invalid provision shall
be construed so as to give it the maximum possible effect in order to carry out
the intent of the Company in extending this indemnification and remaining in
compliance with the requirements of applicable law. This documents may be signed
in separate counterparts, which, together, shall be taken as one and the same
document.

11. This indemnification agreement shall automatically be extended to any
other persons who become members of the Committee or Trustees of the Plan's
trust in the future, including but not limited to individuals who at the time of
such services are employees of the Employer. Notwithstanding the foregoing,
under no circumstances shall this letter agreement cover any financial
institution (such as a bank, trust company, or similar entity) which may in the
future serve as the Trustee of the Plan's trust.

Sincerely,

X.X. XXXXXXX & COMPANY

/s/ C. XXXXXX XXXXXXX
-------------------------------
C. Xxxxxx XxXxxxx

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EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT OF J. D. EDWARDS & COMPANY

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