As filed with the Securities and Exchange Commission on December 4, 2003

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________
FORM S-8
________________________________

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLD RESERVE INC.
(Exact name of registrant as specified in its charter)

Canada
(State or other jurisdiction of
incorporation or organization)

N/A
(I.R.S. Employer Identification No.)

926 West Sprague Avenue
Suite 200
Spokane, Washington
(Address of principal executive offices)

99201
(Zip Code)

GOLD RESERVE KSOP PLAN
(Full title of the plan)

ROCKNE J. TIMM
926 West Sprague Avenue, Suite 200
Spokane, Washington 99201
(509) 623-1500
(Name, address and telephone number,
including area code, of agent for service)
with a copy to:

JONATHAN B. NEWTON
Baker & McKenzie
Pennzoil Place
711 Louisiana, Suite 3400
Houston, Texas 77002
(713) 427-5000

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

<s>                     <c>             <c>                  <c>                 <c>
Title of each class                     Proposed             Proposed
of securities to        Amount to       maximum offering     maximum aggregate   Amount of
be registered (1)      	be registered   price per share (2)	 offering price (2)  registration fee
_________________________________________________________________________________________________

Class A Common Shares,
 no par value	      200,000 Shares  $5.46	             $1,092,000	         $88.34
Class A Common Share
 Purchase Rights	      200,000 Rights  N/A	             N/A	               N/A (3)

</TABLE>

(1)	The Class A Common Shares, no par value per share (the "Class A Common
Shares"), of Gold Reserve Inc. (the "Company") being registered hereby relate
to the Gold Reerve KSOP Plan (the "Plan"). Pursuant to Rule 416 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), there are
also being registered such additional Class A Common Shares and associated
Class A Common Share Purchase Rights as may become issuable pursuant to the
anti-dilution provisions of the Plan.

(2)	Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
basis of the average of the high and low per share prices of the Class A
Common Shares on December 2, 2003, as reported on the American Stock
Exchange.

(3)	In accordance with Rule 457(g), no additional registration fee is
required in respect of the Class A Common Share Purchase Rights.


INCORPORATION BY REFERENCE

The issuance of the additional 200,000 Class A Common Shares, and Class A
Common Share Purchase Rights attaching to such shares, being registered
hereby was approved pursuant to the terms of the Plan by the Board of
Directors and shareholders of the Company on January 28, 2003 and June 11,
2003, respectively. Pursuant to Instruction E of Form S-8, the contents of
the following Registration Statements on Form S-8 of (1) Gold Reserve
Corporation, as assumed by the Company as successor issuer, as filed with the
Securities and Exchange Commission: (a) Registration Statement on Form S-8
(Registration No. 033-61113), as amended; (b) Registration Statement on Form
S-8 (Registration No. 033-58700), as amended; (c) Registration Statement on
Form S-8 (Registration No. 033-69912), as amended; and (d) Registration
Statement on Form S-8 (Registration No. 033-35595); and (2) the Company as
filed with the Securities and Exchange Commission: (a) Registration Statement
on Form S-8 (Registration No. 333-65250), as amended; (b) Registration
Statement on Form S-8 (Registration No. 333-92587), as amended; and (c)
Registration Statement on Form S-8 (Registration No. 333-96917), are
incorporated herein by reference.

Item 8.	Exhibits

The following are filed as exhibits to this Registration Statement:

Exhibit
Number      Description

4.1    Gold Reserve KSOP Plan*

4.2    Amendment Number One to Gold Reserve KSOP Plan*

4.3     Restated Articles of Incorporation of the Company, filed November 20,
1998 (incorporated by reference to Exhibit No. 3.1 to the Company's
Registration Statement on Form S-4 (Registration No. 333-68061) filed with
the Securities and Exchange Commission on November 27, 1998)

4.4    Bylaws of the Company (incorporated by reference to Exhibit No. 3.2 to
the Company's Registration Statement on Form S-4 (Registration No. 333-68061)
filed with the Securities and Exchange Commission on November 27, 1998)

4.5    Shareholder Rights Plan Agreement (as Amended) of the Company
(including form of Rights Certificate) (incorporated by reference to Exhibit
No. 3 to the Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on October  2, 2003)

4.6    Form of Certificate for the Class A Common Shares (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on Form S-4
(Registration No. 333-68061) filed with the Securities and Exchange
Commission on November 27, 1998)

5.1   Opinion of Austring, Fendrick, Fairman & Parkkari *

23.1 Consent of Austring, Fendrick, Fairman & Parkkari (see Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP*
24.1 Power of Attorney (included on the signature page of the Registration
Statement)*

________________
*	Filed herewith.



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Spokane, State of Washington, on December 4, 2003.

GOLD RESERVE INC.


By: 	 /s/ Rockne J. Timm
ROCKNE J. TIMM
Chairman of the Board, President and Chief Executive Officer


POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement  has been signed by the following persons in the capacities and on
the dates indicated. Each person whose signature appears below hereby
authorizes and appoints Rockne J. Timm as his attorney-in-fact to sign on his
behalf individually and in the capacity stated below all amendments and
post-effective amendments to this Registration Statement as that
attorney-in-fact may deem necessary or appropriate.

Signature	Title	Date

/s/ Rockne J. Timm
ROCKNE J. TIMM
Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)	                     December 4, 2003

/s/ Robert A. McGuinness
ROBERT A. McGUINNESS
Vice President Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)	                           December 4, 2003

/s/ A. Douglas Belanger
A. DOUGLAS BELANGER
Executive Vice President and
Director	                                       December 4, 2003

/s/ James P. Geyer
JAMES P. GEYER
Senior Vice President and Director	               December 4, 2003

/s/ James H. Coleman
JAMES H. COLEMAN
Director	                                       December 4, 2003

/s/ Patrick D. McChesney
PATRICK D. McCHESNEY
Director	                                       December 4, 2003

/s/ Chris D. Mikkelsen
CHRIS D. MIKKELSEN
Director	                                       December 4, 2003

/s/ Jean Charles Potvin
JEAN CHARLES POTVIN
Director	                                       December 4, 2003



EXHIBIT INDEX

Exhibit
Number   Description

4.1   Gold Reserve KSOP Plan*

4.2   Amendment Number One to Gold Reserve KSOP Plan*

4.3    Restated Articles of Incorporation of the Company, filed November 20,
1998 (incorporated by reference to Exhibit No. 3.1 to the Company's
Registration Statement on Form S-4 (Registration No. 333-68061) filed with
the Securities and Exchange Commission on November 27, 1998)

4.4   Bylaws of the Company (incorporated by reference to Exhibit No. 3.2 to
the Company's Registration Statement on Form S-4 (Registration No. 333-68061)
filed with the Securities and Exchange Commission on November 27, 1998)

4.5   Shareholder Rights Plan Agreement (as Amended) of the Company
(including form of Rights Certificate) (incorporated by reference to Exhibit
No. 3 to the Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on October  2, 2003)

4.6   Form of Certificate for the Class A Common Shares (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on Form S-4
(Registration No. 333-68061) filed with the Securities and Exchange
Commission on November 27, 1998)

5.1   Opinion of Austring, Fendrick, Fairman & Parkkari *

23.1 Consent of Austring, Fendrick, Fairman & Parkkari (see Exhibit 5.1)*

23.2 Consent of PricewaterhouseCoopers LLP*

24.1 Power of Attorney (included on the signature page of the Registration
Statement)*

________________
*	Filed herewith.



EXHIBIT 4.1

GOLD RESERVE KSOP

Article I  DEFINITIONS
Article II ADMINISTRATION
2.1	POWERS AND RESPONSIBILITIES OF THE
EMPLOYER
2.2	DESIGNATION OF ADMINISTRATIVE AUTHORITY
2.3	ALLOCATION AND DELEGATION OF
RESPONSIBILITIES
2.4	POWERS AND DUTIES OF THE ADMINISTRATOR
2.5	RECORDS AND REPORTS
2.6	APPOINTMENT OF ADVISERS
2.7	PAYMENT OF EXPENSES
2.8	CLAIMS PROCEDURE
2.9	CLAIMS REVIEW PROCEDURE
Article III  ELIGIBILITY
3.1	CONDITIONS OF ELIGIBILITY
3.2	EFFECTIVE DATE OF PARTICIPATION
3.3	DETERMINATION OF ELIGIBILITY
3.4	TERMINATION OF ELIGIBILITY
3.5	OMISSION OF ELIGIBLE EMPLOYEE
3.6	INCLUSION OF INELIGIBLE EMPLOYEE
3.7	REHIRED EMPLOYEES
3.8	ELECTION NOT TO PARTICIPATE
Article IV  CONTRIBUTION AND ALLOCATION
4.1	FORMULA FOR DETERMINING EMPLOYER
CONTRIBUTION
4.2	PARTICIPANT'S SALARY REDUCTION ELECTION
4.3	TIME OF PAYMENT OF EMPLOYER CONTRIBUTION
4.4	ALLOCATION OF CONTRIBUTION AND EARNINGS
4.5	ACTUAL DEFERRAL PERCENTAGE TESTS
4.6	ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS
4.7	ACTUAL CONTRIBUTION PERCENTAGE TESTS
4.8	ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS
4.9	MAXIMUM ANNUAL ADDITIONS
4.10	ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS
4.11	ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS
4.12	DIRECTED INVESTMENT ACCOUNT
4.13	QUALIFIED MILITARY SERVICE
Article V FUNDING AND INVESTMENT POLICY
5.1	INVESTMENT POLICY
5.2	APPLICATION OF CASH
5.3	LOANS TO THE TRUST
Article VI VALUATIONS
6.1	VALUATION OF THE TRUST FUND
6.2	METHOD OF VALUATION
Article VII DETERMINATION AND DISTRIBUTION OF BENEFITS
7.1	DETERMINATION OF BENEFITS UPON RETIREMENT
7.2	DETERMINATION OF BENEFITS UPON DEATH
7.3	DETERMINATION OF BENEFITS IN EVENT OF DISABILITY
7.4	DETERMINATION OF BENEFITS UPON TERMINATION
7.5	DISTRIBUTION OF BENEFITS
7.6	HOW PLAN BENEFIT WILL BE DISTRIBUTED
7.7	DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY
7.8	LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
7.9	NONTERMINABLE PROTECTIONS AND RIGHTS
7.10	QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION
Article VIII TRUSTEE
8.1	BASIC RESPONSIBILITIES OF THE TRUSTEE
8.2	INVESTMENT POWERS AND DUTIES OF THE TRUSTEE
8.3	OTHER POWERS OF THE TRUSTEE
8.4	LOANS TO PARTICIPANTS
8.5	VOTING COMPANY STOCK
8.6	DUTIES OF THE TRUSTEE REGARDING PAYMENTS
8.7	TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES
8.8	ANNUAL REPORT OF THE TRUSTEE
8.9	AUDIT
8.10	RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE
8.11	TRANSFER OF INTEREST
8.12	TRUSTEE INDEMNIFICATION
8.13	DIRECT ROLLOVER
Article IX  AMENDMENT, TERMINATION AND MERGERS
9.1	AMENDMENT
9.2	TERMINATION
9.3	MERGER, CONSOLIDATION OR TRANSFER OF ASSETS
Article X  TOP HEAVY
10.1	TOP HEAVY PLAN REQUIREMENTS
10.2	DETERMINATION OF TOP HEAVY STATUS
Article XI  MISCELLANEOUS
11.1	PARTICIPANT'S RIGHTS
11.2	ALIENATION
11.3	CONSTRUCTION OF PLAN
11.4	GENDER AND NUMBER
11.5	LEGAL ACTION
11.6	PROHIBITION AGAINST DIVERSION OF FUNDS
11.7	EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE
11.8	INSURER'S PROTECTIVE CLAUSE
11.9	RECEIPT AND RELEASE FOR PAYMENTS
11.10	ACTION BY THE EMPLOYER
11.11	NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
11.12	HEADINGS
11.13	APPROVAL BY INTERNAL REVENUE SERVICE
11.14	UNIFORMITY
11.15	SECURITIES AND EXCHANGE COMMISSION APPROVAL

GOLD RESERVE KSOP


THIS AGREEMENT, hereby made and entered into this 28th day of January 2002 by
and between Gold Reserve Corporation (herein referred to as the "Employer")
and Rockne Timm, Douglas Belanger and Robert McGuiness (herein referred to as
the "Trustee").

W I T N E S S E T H:

WHEREAS, the Employer heretofore established an Employee Stock Ownership Plan
effective 1/1/1990, (hereinafter called the "Effective Date") known as Gold
Reserve KSOP (herein referred to as the "Plan") in recognition of the
contribution made to its successful operation by its employees and for the
exclusive benefit of its eligible employees; and

WHEREAS, under the terms of the Plan, the Employer has the ability to amend
the Plan, provided the Trustee joins in such amendment if the provisions of
the Plan affecting the Trustee are amended;

WHEREAS, contributions to the Plan will be made by the Employer and such
contributions made to the trust will be invested primarily in the capital
stock of the Employer;

NOW, THEREFORE, effective 1/1/2002, except as otherwise provided, the
Employer and the Trustee in accordance with the provisions of the Plan
pertaining to amendments thereof, hereby amend the Plan in its entirety and
restate the Plan to provide as follows:

Article I
DEFINITIONS
1.1 "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

1.2 "Administrator" means the Employer unless another person or entity has
been designated by the Employer pursuant to Section 2.2 to administer the
Plan on behalf of the Employer.

1.3 "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; any organization (whether or not incorporated) which is a member of
an affiliated service group (as defined in Code Section 414(m)) which includes
the Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

1.4 "Aggregate Account" means, with respect to each Participant, the value of
all accounts maintained on behalf of a Participant, whether attributable to
Employer or Employee contributions, subject to the provisions of Section 10.2.

1.5 "Anniversary Date" means the last day of the Plan Year.

1.6 "Beneficiary" means the person (or entity) to whom the share of a
deceased Participant's total account is payable, subject to the restrictions
of Sections 7.2 and 7.5.

1.7 "Code" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

1.8 "Company Stock" means common stock issued by the Employer (or by a
corporation which is a member of the controlled group of corporations of
which the Employer is a member) which is readily tradeable on an established
securities market. If there is no common stock which meets the foregoing
requirement, the term "Company Stock" means common stock issued by the
Employer (or by a corporation which is a member of the same controlled group)
having a combination of voting power and dividend rights equal to or in excess
of: (A) that class of common stock of the Employer (or of any other such
corporation) having the greatest voting power, and (B) that class of common
stock of the Employer (or of any other such corporation) having the greatest
dividend rights. Noncallable preferred stock shall be deemed to be "Company
Stock" if such stock is convertible at any time into stock which constitutes
"Company Stock" hereunder and if such conversion is at a conversion price
which (as of the date of the acquisition by the Trust) is reasonable. For
purposes of the preceding sentence, pursuant to Regulations, preferred stock
shall be treated as noncallable if after the call there will be a reasonable
opportunity for a conversion which meets the requirements of the preceding
sentence.

1.9 "Company Stock Account" means the account of a Participant which is
credited with the shares of Company Stock purchased and paid for by the Trust
Fund or contributed to the Trust Fund.

A separate accounting shall be maintained with respect to that portion of the
Company Stock Account attributable to Elective Contributions and Non-Elective
Contributions.

1.10 "Compensation" with respect to any Participant means such Participant's
wages for the Plan Year within the meaning of Code Section 3401(a) (for the
purposes of income tax withholding at the source) but determined without
regard to any rules that limit the remuneration included in wages based on
the nature or location of the employment or the services performed (such as
the exception for agricultural labor in Code Section 3401(a)(2)).

For purposes of this Section, the determination of Compensation shall be made
by:

including amounts which are contributed by the Employer pursuant to a
salary reduction agreement and which are not includible in the gross income
of the Participant under Code Sections 125, 132(f)(4) for Plan Years
beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b),
and Employee contributions described in Code Section 414(h)(2) that are
treated as Employer contributions.

For a Participant's initial year of participation, Compensation shall be
recognized as of such Employee's effective date of participation pursuant to
Section 3.2.

Compensation in excess of $150,000 (or such other amount provided in the
Code) shall be disregarded for all purposes other than for purposes of salary
deferral elections pursuant to Section 4.2. Such amount shall be adjusted for
increases in the cost of living in accordance with Code Section
401(a)(17)(B), except that the dollar increase in effect on January 1 of any
calendar year shall be effective for the Plan Year beginning with or within
such calendar year. For any short Plan Year the Compensation limit shall be
an amount equal to the Compensation limit for the calendar year in which the
Plan Year begins multiplied by the ratio obtained by dividing the number of
full months in the short Plan Year by twelve (12).

For Plan Years beginning after December 31, 1996, for purposes of determining
Compensation, the family member aggregation rules of Code Section 401(a)(17)
and Code Section 414(q)(6) (as in effect prior to the Small Business Job
Protection Act of 1996) are eliminated.

If any class of Employees is excluded from the Plan, then Compensation for
any Employee who becomes eligible or ceases to be eligible to participate
during a Plan Year shall only include Compensation while the Employee is an
Eligible Employee.

1.11 "Contract" or "Policy" means any life insurance policy, retirement
income policy or annuity policy (group or individual) issued pursuant to the
terms of the Plan. In the event of any conflict between the terms of this
Plan and the terms of any contract purchased hereunder, the Plan provisions
shall control.

1.12 "Current Obligations" means Trust obligations arising from extension of
credit to the Trust and payable in cash within (1) year from the date an
Employer contribution is due.

1.13 "Deferred Compensation" with respect to any Participant means the amount
of the Participant's total Compensation which has been contributed to the Plan
in accordance with the Participant's deferral election pursuant to Section 4.2
excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10.

1.14 "Early Retirement Date." This Plan does not provide for a retirement
date prior to Normal Retirement Date.

1.15 "Elective Contribution" means the Employer contributions to the Plan of
Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10. In addition, the Employer
contribution made pursuant to Section 4.1(b) which is used to satisfy the
safe harbor methods permitted by Code Sections 401(k)(12) and 401(m)(11) and
any Employer Qualified Non-Elective Contribution made pursuant to Section
4.1(d) and Section 4.6(b) which is used to satisfy the "Actual Deferral
Percentage" tests shall be considered an Elective Contribution for purposes
of the Plan. Any contributions deemed to be Elective Contributions (whether
or not used to satisfy the "Actual Deferral Percentage" tests or the "Actual
Contribution Percentage" tests) shall be subject to the requirements of
Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the
nondiscrimination requirements of Regulation 1.401(k)-1(b)(5) and Regulation
1.401(m)-1(b)(5), the provisions of which are specifically incorporated
herein by reference.

1.16 "Eligible Employee" means any Employee.

Employees whose employment is governed by the terms of a collective
bargaining agreement between Employee representatives (within the meaning of
Code Section 7701(a)(46)) and the Employer under which retirement benefits
were the subject of good faith bargaining between the parties will not be
eligible to participate in this Plan unless such agreement expressly provides
for coverage in this Plan.

Employees who are nonresident aliens (within the meaning of Code Section
7701(b)(1)(B)) and who receive no earned income (within the meaning of Code
Section 911(d)(2)) from the Employer which constitutes income from sources
within the United States (within the meaning of Code Section 861(a)(3)) shall
not be eligible to participate in this Plan.

Employees of Affiliated Employers shall not be eligible to participate in
this Plan unless such Affiliated Employers have specifically adopted this
Plan in writing.

Employees classified by the Employer as independent contractors who are
subsequently determined by the Internal Revenue Service to be Employees shall
not be Eligible Employees.

1.17 "Employee" means any person who is employed by the Employer or
Affiliated Employer, and excludes any person who is employed as an
independent contractor. Employee shall include Leased Employees within the
meaning of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees
are covered by a plan described in Code Section 414(n)(5) and such Leased
Employees do not constitute more than 20% of the recipient's non-highly
compensated work force.

1.18 "Employer" means Gold Reserve Corporation and any successor which shall
maintain this Plan; and any predecessor which has maintained this Plan. The
Employer is a corporation with principal offices in the State of Washington.

1.19 "Excess Aggregate Contributions" means, with respect to any Plan Year,
the excess of the aggregate amount of the Employer matching contributions
made pursuant to Section 4.1(b) (to the extent such matching contributions
are not used to satisfy the safe harbor methods permitted by Code Sections
401(k)(12) and 401(m)(11)), Employer matching contributions made pursuant to
Section 4.1(c) and any qualified non-elective contributions or elective
deferrals taken into account pursuant to Section 4.7(c) on behalf of Highly
Compensated Participants for such Plan Year, over the maximum amount of such
contributions permitted under the limitations of Section 4.7(a) (determined
by hypothetically reducing contributions made on behalf of Highly Compensated
Participants in order of the actual contribution ratios beginning with the
highest of such ratios). Such determination shall be made after first taking
into account corrections of any Excess Deferred Compensation pursuant to
Section 4.2 and taking into account any adjustments of any Excess
Contributions pursuant to Section 4.6.

1.20 "Excess Contributions" means, with respect to a Plan Year, the excess of
Elective Contributions used to satisfy the "Actual Deferral Percentage" tests
made on behalf of Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted under Section 4.5(a)
(determined by hypothetically reducing contributions made on behalf of Highly
Compensated Participants in order of the actual deferral ratios beginning with
the highest of such ratios). Excess Contributions shall be treated as an
"annual addition" pursuant to Section 4.9(b).

1.21 "Excess Deferred Compensation" means, with respect to any taxable year
of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an
"annual addition" pursuant to Section 4.9(b) when contributed to the Plan
unless distributed to the affected Participant not later than the first April
15th following the close of the Participant's taxable year. Additionally, for
purposes of Sections 10.2 and 4.4(i), Excess Deferred Compensation shall
continue to be treated as Employer contributions even if distributed pursuant
to Section 4.2(f). However, Excess Deferred Compensation of Non-Highly
Compensated Participants is not taken into account for purposes of Section
4.5(a) to the extent such Excess Deferred Compensation occurs pursuant to
Section 4.2(d).

1.22 "ESOP" means an employee stock ownership plan that meets the
requirements of Code Section 4975(e)(7) and Regulation 54.4975-11.

1.23 "Exempt Loan" means a loan made to the Plan by a disqualified person or
a loan to the Plan which is guaranteed by a disqualified person and which
satisfies the requirements of Section 2550.408b-3 of the Department of Labor
Regulations, Section 54.4975-7(b) of the Treasury Regulations and Section 5.3
hereof.

1.24 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of
its assets, (b) renders investment advice for a fee or other compensation,
direct or indirect, with respect to any monies or other property of the Plan
or has any authority or responsibility to do so, or (c) has any discretionary
authority or discretionary responsibility in the administration of the Plan.

1.25 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on 1/1 of each year and ending the following 12/31.

1.26 "Forfeiture." Under this Plan, Participant accounts are 100% Vested at
all times. Any amounts that may otherwise be forfeited under the Plan
pursuant to Sections 3.6, 4.2(f), 4.6(a) or 7.8 shall be used to reduce the
contribution of the Employer.

1.27 "Former Participant" means a person who has been a Participant, but who
has ceased to be a Participant for any reason.

1.28 "415 Compensation" with respect to any Participant means such
Participant's wages for the Plan Year within the meaning of Code Section
3401(a) (for the purposes of income tax withholding at the source) but
determined without regard to any rules that limit the remuneration included
in wages based on the nature or location of the employment or the services
performed (such as the exception for agricultural labor in Code Section
3401(a)(2)).

For "limitation years" beginning after December 31, 1997, for purposes of
this Section, the determination of "415 Compensation" shall include any
elective deferral (as defined in Code Section 401(g)(3)), and any amount
which is contributed or deferred by the Employer at the election of the
Participant and which is not includible in the gross income of the
Participant by reason of Code Sections 125, 132(f)(4) for "limitation years"
beginning after December 31, 2000 and 457.

1.29 "414(s) Compensation" means any definition of compensation that
satisfies the nondiscrimination requirements of Code Section 414(s) and the
Regulations thereunder. The period for determining 414(s) Compensation must
be either the Plan Year or the calendar year ending with or within the Plan
Year. An Employer may further limit the period taken into account to that
part of the Plan Year or calendar year in which an Employee was a Participant
in the component of the Plan being tested. The period used to determine 414(s)
Compensation must be applied uniformly to all Participants for the Plan Year.
For Plan Years beginning after December 31, 1996, for purposes of this
Section, the family member aggregation rules of Code Section 414(q)(6) (as in
effect prior to the Small Business Job Protection Act of 1996) are eliminated.

1.30 "Highly Compensated Employee" means, for Plan Years beginning after
December 31, 1996, an Employee described in Code Section 414(q) and the
Regulations thereunder, and generally means any Employee who:

(a) was a "five percent owner" as defined in Section 1.35(c) at any time
during the "determination year" or the "look-back year"; or

(b) for the "look-back year" had "415 Compensation" from the Employer in
excess of $80,000. The $80,000 amount is adjusted at the same time and in the
same manner as under Code Section 415(d), except that the base period is the
calendar quarter ending September 30, 1996.

The "determination year" means the Plan Year for which testing is being
performed, and the "look back year" means the immediately preceding twelve
(12) month period.

A highly compensated former Employee is based on the rules applicable to
determining Highly Compensated Employee status as in effect for the
"determination year," in accordance with Regulation 1.414(q)-1T, A-4 and IRS
Notice 97-45 (or any superseding guidance).
In determining whether an Employee is a Highly Compensated Employee for a
Plan Year beginning in 1997, the amendments to Code Section 414(q) stated
above are treated as having been in effect for years beginning in 1996.

For purposes of this Section, for Plan Years beginning prior to January 1,
1998, the determination of "415 Compensation" shall be made by including
amounts that would otherwise be excluded from a Participant's gross income by
reason of the application of Code Sections 125, 402(e)(3), 402(h)(1)(B) and,
in the case of Employer contributions made pursuant to a salary reduction
agreement, Code Section 403(b).

In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees. Additionally, all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are
not covered in any qualified plan maintained by the Employer. The exclusion
of Leased Employees for this purpose shall be applied on a uniform and
consistent basis for all of the Employer's retirement plans. Highly
Compensated Former Employees shall be treated as Highly Compensated Employees
without regard to whether they performed services during the "determination
year."

1.31 "Highly Compensated Participant" means any Highly Compensated Employee
who is eligible to participate in the component of the Plan being tested.

1.32 "Hour of Service" means (1) each hour for which an Employee is directly
or indirectly compensated or entitled to compensation by the Employer for the
performance of duties (these hours will be credited to the Employee for the
computation period in which the duties are performed); (2) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties
(such as vacation, holidays, sickness, jury duty, disability, lay-off,
military duty or leave of absence) during the applicable computation period
(these hours will be calculated and credited pursuant to Department of Labor
regulation 2530.200b-2 which is incorporated herein by reference); (3) each
hour for which back pay is awarded or agreed to by the Employer without
regard to mitigation of damages (these hours will be credited to the Employee
for the computation period or periods to which the award or agreement pertains
rather than the computation period in which the award, agreement or payment is
made). The same Hours of Service shall not be credited both under (1) or (2),
as the case may be, and under (3).

Notwithstanding (2) above, (i) no more than 501 Hours of Service are required
to be credited to an Employee on account of any single continuous period
during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for
the purpose of complying with applicable worker's compensation, or
unemployment compensation or disability insurance laws; and (iii) Hours of
Service are not required to be credited for a payment which solely reimburses
an Employee for medical or medically related expenses incurred by the Employee.

For purposes of (2) above, a payment shall be deemed to be made by or due
from the Employer regardless of whether such payment is made by or due from
the Employer directly, or indirectly through, among others, a trust fund, or
insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

1.33 "Income" means the income or losses allocable to Excess Deferred
Compensation, Excess Contributions or Excess Aggregate Contributions which
amount shall be allocated in the same manner as income or losses are
allocated pursuant to Section 4.4(d).

1.34 "Investment Manager" means an entity that (a) has the power to manage,
acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

1.35 "Key Employee" means an Employee as defined in Code Section 416(i) and
the Regulations thereunder. Generally, any Employee or former Employee (as
well as each of the Employee's or former Employee's Beneficiaries) is
considered a Key Employee if the Employee's or former Employee's, at any time
during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

(a) an officer of the Employer (as that term is defined within the meaning of
the Regulations under Code Section 416) having annual "415 Compensation"
greater than 50 percent of the amount in effect under Code Section
415(b)(1)(A) for any such Plan Year.

(b) one of the ten employees having annual "415 Compensation" from the
Employer for a Plan Year greater than the dollar limitation in effect under
Code Section 415(c)(1)(A) for the calendar year in which such Plan Year ends
and owning (or considered as owning within the meaning of Code Section 318)
both more than one-half percent interest and the largest interests in the
Employer.

(c) a "five percent owner" of the Employer. "Five percent owner" means any
person who owns (or is considered as owning within the meaning of Code
Section 318) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more than five percent (5%) of the total
combined voting power of all stock of the Employer or, in the case of an
unincorporated business, any person who owns more than five percent (5%) of
the capital or profits interest in the Employer. In determining percentage
ownership hereunder, employers that would otherwise be aggregated under Code
Sections 414(b), (c), (m) and (o) shall be treated as separate employers.

(d) a "one percent owner" of the Employer having an annual "415 Compensation"
from the Employer of more than $150,000. "One percent owner" means any person
who owns (or is considered as owning within the meaning of Code Section 318)
more than one percent (1%) of the outstanding stock of the Employer or stock
possessing more than one percent (1%) of the total combined voting power of
all stock of the Employer or, in the case of an unincorporated business, any
person who owns more than one percent (1%) of the capital or profits interest
in the Employer. In determining percentage ownership hereunder, employers that
would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o)
shall be treated as separate employers. However, in determining whether an
individual has "415 Compensation" of more than $150,000, "415 Compensation"
from each employer required to be aggregated under Code Sections 414(b), (c),
(m) and (o) shall be taken into account.

For purposes of this Section, the determination of "415 Compensation" shall
be made by including amounts which are contributed by the Employer pursuant
to a salary reduction agreement and which are not includible in the gross
income of the Participant under Code Sections 125, 132(f)(4) for Plan Years
beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b),
and Employee contributions described in Code Section 414(h)(2) that are
treated as Employer contributions.

1.36 "Late Retirement Date" means a Participant's actual Retirement Date
after having reached Normal Retirement Date.

1.37 "Leased Employee" means, for Plan Years beginning after December 31,
1996, any person (other than an Employee of the recipient Employer) who
pursuant to an agreement between the recipient Employer and any other person
or entity ("leasing organization") has performed services for the recipient
(or for the recipient and related persons determined in accordance with Code
Section 414(n)(6)) on a substantially full time basis for a period of at
least one year, and such services are performed under primary direction or
control by the recipient Employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to
services performed for the recipient Employer shall be treated as provided by
the recipient Employer. Furthermore, Compensation for a Leased Employee shall
only include Compensation from the leasing organization that is attributable
to services performed for the recipient Employer. A Leased Employee shall not
be considered an Employee of the recipient Employer:

(a) if such employee is covered by a money purchase pension plan providing:

(1) a nonintegrated employer contribution rate of at least 10% of
compensation, as defined in Code Section 415(c)(3), but for Plan Years
beginning prior to January 1, 1998, including amounts which are contributed
by the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections 125,
402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions
described in Code Section 414(h)(2) that are treated as Employer
contributions, and for Plan Years beginning prior to January 1, 2001,
excluding amounts that are not includible in gross income under Code Section
132(f)(4);

(2) immediate participation;

(3) full and immediate vesting; and

(4) if Leased Employees do not constitute more than 20% of the recipient
Employer's nonhighly compensated work force.

1.38 "Non-Elective Contribution" means the Employer contributions to the Plan
excluding, however, contributions made pursuant to the Participant's deferral
election provided for in Section 4.2, matching contributions or nonelective
contributions (which are used to satisfy the safe harbor methods permitted by
Code Sections 401(k)(12) and 401(m)(11)) made pursuant to Section 4.1(b) and
any Qualified Non-Elective Contribution used in the "Actual Deferral
Percentage" tests.

1.39 "Non-Highly Compensated Participant" means, for Plan Years beginning
after December 31, 1996, any Participant who is not a Highly Compensated
Employee. However, for purposes of Section 4.5 and Section 4.7, if the prior
year testing method is used, a Non-Highly Compensated Participant shall be
determined using the definition of Highly Compensated Employee in effect for
the preceding Plan Year.

1.40 "Non-Key Employee" means any Employee or former Employee (and such
Employee's or former Employee's Beneficiaries) who is not, and has never
been, a Key Employee.

1.41 "Normal Retirement Age" means the Participant's birthday. A Participant
shall become fully Vested in the Participant's Account upon attaining Normal
Retirement Age.

1.42 "Normal Retirement Date" means the Participant's Normal Retirement Age.

1.43 "1-Year Break in Service" means the applicable computation period during
which an Employee has not completed more than 500 Hours of Service with the
Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

"Authorized leave of absence" means an unpaid, temporary cessation from
active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

A "maternity or paternity leave of absence" means an absence from work for
any period by reason of the Employee's pregnancy, birth of the Employee's
child, placement of a child with the Employee in connection with the adoption
of such child, or any absence for the purpose of caring for such child for a
period immediately following such birth or placement. For this purpose, Hours
of Service shall be credited for the computation period in which the absence
from work begins, only if credit therefore is necessary to prevent the
Employee from incurring a 1-Year Break in Service, or, in any other case, in
the immediately following computation period. The Hours of Service credited
for a "maternity or paternity leave of absence" shall be those which would
normally have been credited but for such absence, or, in any case in which
the Administrator is unable to determine such hours normally credited, eight
(8) Hours of Service per day. The total Hours of Service required to be
credited for a "maternity or paternity leave of absence" shall not exceed the
number of Hours of Service needed to prevent the Employee from incurring a
1-Year Break in Service.

1.44 "Other Investments Account" means the account of a Participant which is
credited with such Participant's share of the net gain (or loss) of the Plan
and Employer contributions in other than Company Stock and which is debited
with payments made to pay for Company Stock.
A separate accounting shall be maintained with respect to that portion of the
Other Investments Account attributable to Elective Contributions and
Non-Elective Contributions.

1.45 "Participant" means any Eligible Employee who participates in the Plan
and has not for any reason become ineligible to participate further in the
Plan.

1.46 "Participant Direction Procedures" means such instructions, guidelines
or policies, the terms of which are incorporated herein, as shall be
established pursuant to Section 4.12 and observed by the Administrator and
applied to Participants who have Participant Directed Accounts.

1.47 "Participant's Account" means the account established and maintained by
the Administrator for each Participant with respect to such Participant's
total interest in the Plan and Trust resulting from the Employer Non-Elective
Contributions.

A separate accounting shall be maintained with respect to that portion of the
Participant's Account attributable to Employer matching contributions and
nonelective contributions made pursuant to Section 4.1(b), Employer matching
contributions made pursuant to Section 4.1(c), Employer discretionary
contributions made pursuant to Section 4.1(e) and any Employer Qualified
Non-Elective Contributions.

1.48 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

1.49 "Participant's Directed Account" means that portion of a Participant's
interest in the Plan with respect to which the Participant has directed the
investment in accordance with the Participant Direction Procedure.

1.50 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to the
Participant's total interest in the Plan and Trust resulting from the
Employer Elective Contributions used to satisfy the "Actual Deferral
Percentage" tests. A separate accounting shall be maintained with respect to
that portion of the Participant's Elective Account attributable to such
Elective Contributions pursuant to Section 4.2, Employer matching
contributions and nonelective contributions made pursuant to Section 4.1(b)
and any Employer Qualified Non-Elective Contributions.

1.51 "Participant's Transfer/Rollover Account" means the account established
and maintained by the Administrator for each Participant with respect to the
Participant's total interest in the Plan resulting from amounts transferred
to this Plan from a direct plan-to-plan transfer and/or with respect to such
Participant's interest in the Plan resulting from amounts transferred from
another qualified plan or "conduit" Individual Retirement Account in
accordance with Section 4.11.

A separate accounting shall be maintained with respect to that portion of the
Participant's Transfer/Rollover Account attributable to transfers (within the
meaning of Code Section 414(l)) and "rollovers."

1.52 "Plan" means this instrument, including all amendments thereto.

1.53 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on 1/1 of each year and ending the following 12/31.

1.54 "Qualified Non-Elective Contribution" means any Employer contributions
made pursuant to Section 4.1(d) and Section 4.6(b) and Section 4.8(f). Such
contributions shall be considered an Elective Contribution for the purposes
of the Plan and may be used to satisfy the "Actual Deferral Percentage" tests
or the "Actual Contribution Percentage" tests.

1.55 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or a delegate of the Secretary of the Treasury, and
as amended from time to time.

1.56 "Retired Participant" means a person who has been a Participant, but who
has become entitled to retirement benefits under the Plan.

1.57 "Retirement Date" means the date as of which a Participant retires for
reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 7.1).

1.58 "Terminated Participant" means a person who has been a Participant, but
whose employment has been terminated other than by death, Total and Permanent
Disability or retirement.

1.59 "Top Heavy Plan" means a plan described in Section 10.2(a).

1.60 "Top Heavy Plan Year" means a Plan Year during which the Plan is a Top
Heavy Plan.

1.61 "Total and Permanent Disability" means a physical or mental condition of
a Participant resulting from bodily injury, disease, or mental disorder which
renders such Participant incapable of continuing usual and customary
employment with the Employer. The disability of a Participant shall be
determined by a licensed physician chosen by the Administrator. The
determination shall be applied uniformly to all Participants.

1.62 "Trustee" means the person or entity named as trustee herein or in any
separate trust forming a part of this Plan, and any successors.

1.63 "Trust Fund" means the assets of the Plan and Trust as the same shall
exist from time to time.

1.64 "Unallocated Company Stock Suspense Account" means an account containing
Company Stock acquired with the proceeds of an Exempt Loan and which has not
been released from such account and allocated to the Participants' Company
Stock Accounts.

1.65 "Valuation Date" means the Anniversary Date and may include any other
date or dates deemed necessary or appropriate by the Administrator for the
valuation of the Participant's accounts during the Plan Year, which may
include any day that the Trustee, any transfer agent appointed by the Trustee
or the Employer or any stock exchange used by such agent, are open for
business.

1.66 "Vested" means the nonforfeitable portion of any account maintained on
behalf of a Participant.

1.67 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least
1000 Hours of Service.

For purposes of eligibility for participation, the initial computation period
shall begin with the date on which the Employee first performs an Hour of
Service. The participation computation period beginning after a 1-Year Break
in Service shall be measured from the date on which an Employee again
performs an Hour of Service. The participation computation period shall shift
to the Plan Year which includes the anniversary of the date on which the
Employee first performed an Hour of Service. An Employee who is credited with
the required Hours of Service in both the initial computation period (or the
computation period beginning after a 1-Year Break in Service) and the Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service, shall be credited with two (2) Years of Service
for purposes of eligibility to participate.

The computation period shall be the Plan Year if not otherwise set forth
herein.

Notwithstanding the foregoing, for any short Plan Year, the determination of
whether an Employee has completed a Year of Service shall be made in
accordance with Department of Labor regulation 2530.203-2(c). However, in
determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of full months
in the short Plan Year.

Years of Service with any Affiliated Employer shall be recognized.

Article II
ADMINISTRATION

2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

(a) In addition to the general powers and responsibilities otherwise provided
for in this Plan, the Employer shall be empowered to appoint and remove the
Trustee and the Administrator from time to time as it deems necessary for the
proper administration of the Plan to ensure that the Plan is being operated
for the exclusive benefit of the Participants and their Beneficiaries in
accordance with the terms of the Plan, the Code, and the Act. The Employer
may appoint counsel, specialists, advisers, agents (including any
nonfiduciary agent) and other persons as the Employer deems necessary or
desirable in connection with the exercise of its fiduciary duties under this
Plan. The Employer may compensate such agents or advisers from the assets of
the Plan as fiduciary expenses (but not including any business (settlor)
expenses of the Employer), to the extent not paid by the Employer.

(b) The Employer shall establish a "funding policy and method," i.e., it
shall determine whether the Plan has a short run need for liquidity (e.g., to
pay benefits) or whether liquidity is a long run goal and investment growth
(and stability of same) is a more current need, or shall appoint a qualified
person to do so. The Employer or its delegate shall communicate such needs
and goals to the Trustee, who shall coordinate such Plan needs with its
investment policy. The communication of such a "funding policy and method"
shall not, however, constitute a directive to the Trustee as to the
investment of the Trust Funds. Such "funding policy and method" shall be
consistent with the objectives of this Plan and with the requirements of
Title I of the Act.

(c) The Employer shall periodically review the performance of any Fiduciary
or other person to whom duties have been delegated or allocated by it under
the provisions of this Plan or pursuant to procedures established hereunder.
This requirement may be satisfied by formal periodic review by the Employer
or by a qualified person specifically designated by the Employer, through
day-to-day conduct and evaluation, or through other appropriate ways.

(d) The Employer will furnish Plan Fiduciaries and Participants with notices
and information statements when voting rights must be exercised pursuant to
Section 8.5.

2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY

The Employer shall be the Administrator. The Employer may appoint any person,
including, but not limited to, the Employees of the Employer, to perform the
duties of the Administrator. Any person so appointed shall signify acceptance
by filing written acceptance with the Employer. Upon the resignation or
removal of any individual performing the duties of the Administrator, the
Employer may designate a successor.

2.3 ALLOCATION AND DELEGATION OF RESPONSIBILITIES

If more than one person is appointed as Administrator, the responsibilities
of each Administrator may be specified by the Employer and accepted in
writing by each Administrator. In the event that no such delegation is made
by the Employer, the Administrators may allocate the responsibilities among
themselves, in which event the Administrators shall notify the Employer and
the Trustee in writing of such action and specify the responsibilities of
each Administrator. The Trustee thereafter shall accept and rely upon any
documents executed by the appropriate Administrator until such time as the
Employer or the Administrators file with the Trustee a written revocation of
such designation.

2.4 POWERS AND DUTIES OF THE ADMINISTRATOR

The primary responsibility of the Administrator is to administer the Plan for
the exclusive benefit of the Participants and their Beneficiaries, subject to
the specific terms of the Plan. The Administrator shall administer the Plan
in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the
Plan. Any such determination by the Administrator shall be conclusive and
binding upon all persons. The Administrator may establish procedures, correct
any defect, supply any information, or reconcile any inconsistency in such
manner and to such extent as shall be deemed necessary or advisable to carry
out the purpose of the Plan; provided, however, that any procedure,
discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied
and shall be consistent with the intent that the Plan shall continue to be
deemed a qualified plan under the terms of Code Section 401(a), and shall
comply with the terms of the Act and all regulations issued pursuant thereto.

The Administrator shall have all powers necessary or appropriate to accomplish
the Administrator's duties under the Plan.
The Administrator shall be charged with the duties of the general
administration of the Plan as set forth under the terms of the Plan,
including, but not limited to, the following:

(b) the discretion to determine all questions relating to the eligibility of
Employees to participate or remain a Participant hereunder and to receive
benefits under the Plan;

(c) to compute, certify, and direct the Trustee with respect to the amount
and the kind of benefits to which any Participant shall be entitled hereunder;

(d) to authorize and direct the Trustee with respect to all nondiscretionary
or otherwise directed disbursements from the Trust;

(e) to maintain all necessary records for the administration of the Plan;

(f) to interpret the provisions of the Plan and to make and publish such
rules for regulation of the Plan as are consistent with the terms hereof;

(g) to determine the size and type of any Contract to be purchased from any
insurer, and to designate the insurer from which such Contract shall be
purchased;

(h) to compute and certify to the Employer and to the Trustee from time to
time the sums of money necessary or desirable to be contributed to the Plan;

(i) to consult with the Employer and the Trustee regarding the short and
long-term liquidity needs of the Plan in order that the Trustee can exercise
any investment discretion in a manner designed to accomplish specific
objectives;

(j) to prepare and implement a procedure to notify Eligible Employees that
they may elect to have a portion of their Compensation deferred or paid to
them in cash;

(k) to establish and communicate to Participants a procedure for allowing
each Participant to direct the Trustee as to the distribution of such
Participant's Company Stock Account pursuant to Section 4.12;

(l) to establish and communicate to Participants a procedure and method to
insure that each Participant will vote Company Stock allocated to such
Participant's Company Stock Account pursuant to Section 8.5;

(m) to determine the validity of, and take appropriate action with respect
to, any qualified domestic relations order received by it; and

(n) to assist any Participant regarding the Participant's rights, benefits,
or elections available under the Plan.

2.5 RECORDS AND REPORTS

The Administrator shall keep a record of all actions taken and shall keep all
other books of account, records, policies, and other data that may be
necessary for proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by
law.

2.6 APPOINTMENT OF ADVISERS

The Administrator, or the Trustee with the consent of the Administrator, may
appoint counsel, specialists, advisers, agents (including nonfiduciary
agents) and other persons as the Administrator or the Trustee deems necessary
or desirable in connection with the administration of this Plan, including but
not limited to agents and advisers to assist with the administration and
management of the Plan, and thereby to provide, among such other duties as
the Administrator may appoint, assistance with maintaining Plan records and
the providing of investment information to the Plan's investment fiduciaries
and to Plan Participants.

2.7 PAYMENT OF EXPENSES

All expenses of administration may be paid out of the Trust Fund unless paid
by the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties
under the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator or the Trustee in carrying out the
instructions of Participants as to the directed investment of their accounts
and other specialists and their agents, the costs of any bonds required
pursuant to Act Section 412, and other costs of administering the Plan. Until
paid, the expenses shall constitute a liability of the Trust Fund.

2.8 CLAIMS PROCEDURE

Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be
furnished to the claimant within 90 days after the application is filed, or
such period as is required by applicable law or Department of Labor
regulation. In the event the claim is denied, the reasons for the denial
shall be specifically set forth in the notice in language calculated to be
understood by the claimant, pertinent provisions of the Plan shall be cited,
and, where appropriate, an explanation as to how the claimant can perfect the
claim will be provided. In addition, the claimant shall be furnished with an
explanation of the Plan's claims review procedure.

2.9 CLAIMS REVIEW PROCEDURE

Any Employee, former Employee, or Beneficiary of either, who has been denied
a benefit by a decision of the Administrator pursuant to Section 2.8 shall be
entitled to request the Administrator to give further consideration to a claim
by filing with the Administrator a written request for a hearing. Such
request, together with a written statement of the reasons why the claimant
believes the claim should be allowed, shall be filed with the Administrator
no later than sixty (60) days after receipt of the written notification
provided for in Section 2.8. The Administrator shall then conduct a hearing
within the next sixty (60) days, at which the claimant may be represented by
an attorney or any other representative of such claimant's choosing and
expense and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of the claim. At the hearing (or
prior thereto upon five (5) business days written notice to the
Administrator) the claimant or the claimant's representative shall have an
opportunity to review all documents in the possession of the Administrator
which are pertinent to the claim at issue and its disallowance. Either the
claimant or the Administrator may cause a court reporter to attend the
hearing and record the proceedings. In such event, a complete written
transcript of the proceedings shall be furnished to both parties by the court
reporter. The full expense of any such court reporter and such transcripts
shall be borne by the party causing the court reporter to attend the hearing.
A final decision as to the allowance of the claim shall be made by the
Administrator within sixty (60) days of receipt of the appeal (unless there
has been an extension of sixty (60) days due to special circumstances,
provided the delay and the special circumstances occasioning it are
communicated to the claimant within the sixty (60) day period). Such
communication shall be written in a manner calculated to be understood by the
claimant and shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based.

Article III
ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY

Any Eligible Employee who has completed one (1) Year of Service shall be
eligible to participate hereunder as of the date such Employee has satisfied
such requirements. However, any Employee who was a Participant in the Plan
prior to the effective date of this amendment and restatement shall continue
to participate in the Plan.

3.2 EFFECTIVE DATE OF PARTICIPATION

An Eligible Employee shall become a Participant effective as of the first day
of the Plan Year quarter coinciding with or next following the date such
Employee met the eligibility requirements of Section 3.1, provided said
Employee was still employed as of such date (or if not employed on such date,
as of the date of rehire if a 1-Year Break in Service has not occurred or, if
later, the date that the Employee would have otherwise entered the Plan had
the Employee not terminated employment).

If an Employee, who has satisfied the Plan's eligibility requirements and
would otherwise have become a Participant, shall go from a classification of
a noneligible Employee to an Eligible Employee, such Employee shall become a
Participant on the date such Employee becomes an Eligible Employee or, if
later, the date that the Employee would have otherwise entered the Plan had
the Employee always been an Eligible Employee.

If an Employee, who has satisfied the Plan's eligibility requirements and
would otherwise become a Participant, shall go from a classification of an
Eligible Employee to a noneligible class of Employees, such Employee shall
become a Participant in the Plan on the date such Employee again becomes an
Eligible Employee, or , if later, the date that the Employee would have
otherwise entered the Plan had the Employee always been an Eligible Employee.

3.3 DETERMINATION OF ELIGIBILITY

The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long
as the same is made pursuant to the Plan and the Act. Such determination
shall be subject to review pursuant to Section.

3.4 TERMINATION OF ELIGIBILITY

In the event a Participant shall go from a classification of an Eligible
Employee to an ineligible Employee, such Former Participant shall continue to
vest in the Plan for each Year of Service completed while a noneligible
Employee, until such time as the Participant's Account shall be forfeited or
distributed pursuant to the terms of the Plan. Additionally, the Former
Participant's interest in the Plan shall continue to share in the earnings of
the Trust Fund.

3.5 OMISSION OF ELIGIBLE EMPLOYEE

If, in any Plan Year, any Employee who should be included as a Participant in
the Plan is erroneously omitted and discovery of such omission is not made
until after a contribution by the Employer for the year has been made and
allocated, then the Employer shall make a subsequent contribution, if
necessary after the application of Section 4.4(f), so that the omitted
Employee receives a total amount which the Employee would have received
(including both Employer contributions and earnings thereon) had the Employee
not been omitted. Such contribution shall be made regardless of whether it is
deductible in whole or in part in any taxable year under applicable
provisions of the Code.

3.6 INCLUSION OF INELIGIBLE EMPLOYEE

If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such
inclusion is not made until after a contribution for the year has been made
and allocated, the Employer shall be entitled to recover the contribution
made with respect to the ineligible person provided the error is discovered
within twelve (12) months of the date on which it was made. Otherwise, the
amount contributed with respect to the ineligible person shall constitute a
Forfeiture for the Plan Year in which the discovery is made. Notwithstanding
the forgoing, any Deferred Compensation made by an ineligible person shall be
distributed to the person (along with any earnings attributable to such
Deferred Compensation).

3.7 REHIRED EMPLOYEES

If any Participant becomes a Former Participant due to severance from
employment with the Employer and is reemployed by the Employer, the Former
Participant shall become a Participant as of the reemployment date.

3.8 ELECTION NOT TO PARTICIPATE

An Employee may, subject to the approval of the Employer, elect voluntarily
not to participate in the Plan. The election not to participate must be
communicated to the Employer, in writing, within a reasonable period of time
before the beginning of a Plan Year.

Article IV
CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

For each Plan Year, the Employer shall contribute to the Plan, except as
otherwise provided:

(a) The amount of the total salary reduction elections of all Participants
made pursuant to Section 4.2(a), which amount shall be deemed an Employer
Elective Contribution.

(b) On behalf of each Participant who is eligible to share in the
contribution below, such contribution, which amount shall be deemed an
Employer Elective Contribution.

For Plan Years beginning on and after January 1, 2002, a discretionary
nonelective contribution equal to a uniform percentage of each Participant's
Compensation for the Plan Year, the exact percentage, if any, to be
determined by a Plan amendment adopted at least thirty (30) days prior to the
last day of the Plan Year.

If, pursuant to Section 410(b)(4)(B), the Employer applies Code Section
410(b) separately to the portion of the Plan (within the meaning of Code
Section 414(l)) that benefits only Eligible Employees who satisfy the
eligibility requirements of Section 3.1 that are lower than age twenty-one
(21) and completion of a Year of Service, the Plan is treated as two separate
plans for purposes of Code Section 401(k). Accordingly, if the Employer elects
to make a Basic Matching Contribution, an Enhanced Matching Contribution or a
Nonelective Contribution, then such contribution shall not be made on behalf
of Eligible Employees who have not attained age twenty-one (21) and completed
a Year of Service. However, in such a case, Deferred Compensation and the
matching contribution made pursuant to Section 4.1(c) on behalf of those
Eligible Employees must satisfy Sections 4.5 and 4.7.

Contributions made to the Plan pursuant to this Section 4.1(b) are intended
to comply with Sections 4.5(a) and 4.7(a) pursuant to the safe harbor methods
permitted by Code Sections 401(k)(12) and 401(m)(11). However, if matching
contributions are made to this Plan or any other plan maintained by the
Employer, and (i) such matching contributions are made with respect to
Deferred Compensation or after-tax voluntary Employee contributions that in
the aggregate exceed 6% of the Employee's Compensation, (ii) the rate of
matching contributions increases as the rate of Deferred Compensation or
after-tax voluntary Employee contributions increases, (iii) at any rate of
Deferred Compensation or after-tax voluntary Employee contributions, the rate
of matching contributions that would apply with respect to any Highly
Compensated Employee is greater than the rate of matching contributions that
would apply with respect to a Non-Highly Compensated Participant and who has
the same rate of Deferred Compensation or after-tax voluntary Employee
contributions, (iv) for Plan Years beginning after December 31, 1999, any
discretionary matching contribution made to this Plan and any other plan
maintained by the Employer, in the aggregate, exceed 4% of the Participant's
Compensation, then such matching contributions in the aggregate must satisfy
the "Actual Contribution Percentage" test of Section 4.7(a). In this regard,
the Employer may elect to disregard, with respect to all Eligible Employees,
all matching contributions with respect to a Participant's Deferred
Compensation up to 6% of each Participant's Compensation, or, for Plan Years
beginning after December 31, 1999, matching contributions up to 4% of each
Participant's Compensation. In applying the "Actual Contribution Percentage"
tests, match contributions or nonelective contributions made pursuant to this
Section 4.1(b) that satisfy the safe harbor methods permitted by Code Section
401(k)(12) may not be treated as matching contributions under Code 401(m)(3).

The rules that apply for purposes of aggregating and disaggregating cash or
deferred arrangements and plans under Code Section 401(k) and 401(m) also
apply for purposes of Code Sections 401(k)(12) and 401(m)(11).

(c) On behalf of each Participant who is eligible to share in matching
contributions for the Plan Year, a discretionary matching contribution equal
to a uniform percentage of each such Participant's Deferred Compensation, the
exact percentage, if any, to be determined each year by the Employer, which
amount, if any, shall be deemed an Employer Non-Elective Contribution.
Except, however, in applying the matching percentage specified above, only
salary reductions up to 10% of annual Compensation shall be considered.

(d) On behalf of each Non-Highly Compensated Participant who is eligible to
share in the Qualified Non-Elective Contribution for the Plan Year, a
discretionary Qualified Non-Elective Contribution equal to a uniform
percentage of each eligible individual's Compensation, the exact percentage,
if any, to be determined each year by the Employer. Any Employer Qualified
Non-Elective Contribution shall be deemed an Employer Elective Contribution.

(e) A discretionary amount, which amount, if any, shall be deemed an Employer
Non-Elective Contribution.

(f) Additionally, to the extent necessary, the Employer shall contribute to
the Plan the amount necessary to provide the top heavy minimum contribution.
All contributions by the Employer shall be made in cash or in such property
as is acceptable to the Trustee.

4.2 PARTICIPANT'S SALARY REDUCTION ELECTION

(a) Each Participant may elect to defer a portion of Compensation which would
have been received in the Plan Year (except for the deferral election) by up
to the maximum amount which will not cause the Plan to violate the provisions
of Sections 4.5(a) and 4.9. A deferral election (or modification of an earlier
election) may not be made with respect to Compensation which is currently
available on or before the date the Participant executed such election. For
purposes of this Section, Compensation shall be determined prior to any
reductions made pursuant to Code Sections 125, 132(f)(4) for Plan Years
beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b),
and Employee contributions described in Code Section 414(h)(2) that are
treated as Employer contributions.

The amount by which Compensation reduced shall be that Participant's Deferred
Compensation and be treated as an Employer Elective Contribution and allocated
to that Participant's Elective Account.

(b) The balance in each Participant's Elective Account shall be fully Vested
at all times and, except as otherwise provided herein, shall not be subject
to Forfeiture for any reason.

(c) Notwithstanding anything in the Plan to the contrary, amounts held in the
Participant's Elective Account may not be distributable (including any offset
of loans) earlier than:

(1) a Participant's separation from service, Total and Permanent Disability,
or death;

(2) a Participant's attainment of age 59 1/2;

(3) the termination of the Plan without the existence at the time of Plan
termination of another defined contribution plan or the establishment of a
successor defined contribution plan by the Employer or an Affiliated Employer
within the period ending twelve months after distribution of all assets from
the Plan maintained by the Employer. For this purpose, a defined contribution
plan does not include an employee stock ownership plan (as defined in Code
Section 4975(e)(7) or 409), a simplified employee pension plan (as defined in
Code Section 408(k)), or a simple individual retirement account plan (as
defined in Code Section 408(p));

(4) the date of disposition by the Employer to an entity that is not an
Affiliated Employer of substantially all of the assets (within the meaning of
Code Section 409(d)(2)) used in a trade or business of such corporation if
such corporation continues to maintain this Plan after the disposition with
respect to a Participant who continues employment with the corporation
acquiring such assets;

(5) the date of disposition by the Employer or an Affiliated Employer who
maintains the Plan of its interest in a subsidiary (within the meaning of
Code Section 409(d)(3)) to an entity which is not an Affiliated Employer but
only with respect to a Participant who continues employment with such
subsidiary.

(d) For each Plan Year, a Participant's Deferred Compensation made under this
Plan and all other plans, contracts or arrangements of the Employer
maintaining this Plan shall not exceed, during any taxable year of the
Participant, the limitation imposed by Code Section 402(g), as in effect at
the beginning of such taxable year. If such dollar limitation is exceeded, a
Participant will be deemed to have notified the Administrator of such excess
amount which shall be distributed in a manner consistent with Section 4.2(f).
The dollar limitation shall be adjusted annually pursuant to the method
provided in Code Section 415(d) in accordance with Regulations.

(e) In the event a Participant has received a hardship distribution pursuant
to Regulation 1.401(k)-1(d)(2)(iv)(B) from any other plan maintained by the
Employer, then such Participant shall not be permitted to elect to have
Deferred Compensation contributed to the Plan for a period of twelve (12)
months following the receipt of the distribution. Furthermore, the dollar
limitation under Code Section 402(g) shall be reduced, with respect to the
Participant's taxable year following the taxable year in which the hardship
distribution was made, by the amount of such Participant's Deferred
Compensation, if any, pursuant to this Plan (and any other plan maintained by
the Employer) for the taxable year of the hardship distribution.

(f) If a Participant's Deferred Compensation under this Plan together with
any elective deferrals (as defined in Regulation 1.402(g)-1(b)) under another
qualified cash or deferred arrangement (as described in Code Section 401(k)),
a simplified employee pension (as described in Code Section 408(k)(6)), a
simple individual retirement account plan (as described in Code Section
408(p)), a salary reduction arrangement (within the meaning of Code Section
3121(a)(5)(D)), a deferred compensation plan under Code Section 457(b), or a
trust described in Code Section 501(c)(18) cumulatively exceed the limitation
imposed by Code Section 402(g) (as adjusted annually in accordance with the
method provided in Code Section 415(d) pursuant to Regulations) for such
Participant's taxable year, the Participant may, not later than March 1
following the close of the Participant's taxable year, notify the
Administrator in writing of such excess and request that the Participant's
Deferred Compensation under this Plan be reduced by an amount specified by
the Participant. In such event, the Administrator may direct the Trustee to
distribute such excess amount (and any Income allocable to such excess
amount) to the Participant not later than the first April 15th following the
close of the Participant's taxable year. Any distribution of less than the
entire amount of Excess Deferred Compensation and Income shall be treated as
a pro rata distribution of Excess Deferred Compensation and Income. The
amount distributed shall not exceed the Participant's Deferred Compensation
under the Plan for the taxable year (and any Income allocable to such excess
amount). Any distribution on or before the last day of the Participant's
taxable year must satisfy each of the following conditions:

(1) the distribution must be made after the date on which the Plan received
the Excess Deferred Compensation;

(2) the Participant shall designate the distribution as Excess Deferred
Compensation; and

(3) the Plan must designate the distribution as a distribution of Excess
Deferred Compensation.
Any distribution made pursuant to this Section 4.2(f) shall be made first
from unmatched Deferred Compensation and, thereafter, from Deferred
Compensation which is matched. Matching contributions which relate to such
Deferred Compensation shall be forfeited.

(g) Notwithstanding Section 4.2(f) above, a Participant's Excess Deferred
Compensation shall be reduced, but not below zero, by any distribution of
Excess Contributions pursuant to Section 4.6(a) for the Plan Year beginning
with or within the taxable year of the Participant.

(h) At Normal Retirement Date, or such other date when the Participant shall
be entitled to receive benefits, the fair market value of the Participant's
Elective Account shall be used to provide additional benefits to the
Participant or the Participant's Beneficiary.

(i) Employer Elective Contributions made pursuant to this Section may be
segregated into a separate account for each Participant in a federally
insured savings account, certificate of deposit in a bank or savings and loan
association, money market certificate, or other short-term debt security
acceptable to the Trustee until such time as the allocations pursuant to
Section 4.4 have been made.

(j) The Employer and the Administrator shall implement the salary reduction
elections provided for herein in accordance with the following:

(4) A Participant must make an initial salary deferral election within a
reasonable time, not to exceed thirty (30) days, after entering the Plan
pursuant to Section 3.2. If the Participant fails to make an initial salary
deferral election within such time, then such Participant may thereafter make
an election in accordance with the rules governing modifications. The
Participant shall make such an election by entering into a written salary
reduction agreement with the Employer and filing such agreement with the
Administrator. Such election shall initially be effective beginning with the
pay period following the acceptance of the salary reduction agreement by the
Administrator, shall not have retroactive effect and shall remain in force
until revoked.

(5) A Participant may modify a prior election at any time during the Plan
Year and concurrently make a new election by filing a written notice with the
Administrator within a reasonable time before the pay period for which such
modification is to be effective. Any modification shall not have retroactive
effect and shall remain in force until revoked.

(6) A Participant may elect to prospectively revoke the Participant's salary
reduction agreement in its entirety at any time during the Plan Year by
providing the Administrator with thirty (30) days written notice of such
revocation (or upon such shorter notice period as may be acceptable to the
Administrator). Such revocation shall become effective as of the beginning of
the first pay period coincident with or next following the expiration of the
notice period. Furthermore, the termination of the Participant's employment,
or the cessation of participation for any reason, shall be deemed to revoke
any salary reduction agreement then in effect, effective immediately
following the close of the pay period within which such termination or
cessation occurs.

(7) If the Employer elects to make a contribution pursuant to Section 4.1(b),
the Employer, at least thirty (30) days, but not more than ninety (90) days,
before the beginning of the Plan Year, will provide each eligible Employee a
comprehensive notice of the Employee's rights and obligations under the Plan,
written (or in such other form as permitted by the Internal Revenue Service)
in a manner calculated to be understood by the average Employee. If an
Employee becomes eligible after the ninetieth (90th) day before the beginning
of the Plan Year and does not receive the notice for that reason, the notice
must be provided no more than ninety (90) days before the Employee becomes
eligible but not later than the date the Employee becomes eligible. In
addition to any other election periods provided under this Section 4.2, each
eligible Employee may make or modify a salary reduction election during the
thirty (30) day period immediately following receipt of the notice described
above.

Notwithstanding the above, if the Employer elects to make a contribution
pursuant to Section 4.1(b) for the first time with respect to a Plan Year
that begins on or after January 1, 2000, and on or before June 1, 2000, the
Employer may postpone providing each Eligible Employee with such
comprehensive notice until May 1, 2000.

4.3 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

The Employer may make its contribution to the Plan for a particular Plan Year
at such time as the Employer, in its sole discretion, determines. If the
Employer makes a contribution for a particular Plan Year after the close of
that Plan Year, the Employer will designate to the Trustee the Plan Year for
which the Employer is making its contribution.

4.4 ALLOCATION OF CONTRIBUTION AND EARNINGS

(a) The Administrator shall establish and maintain an account in the name of
each Participant to which the Administrator shall credit as of each
Anniversary Date, or other Valuation Date, all amounts allocated to each such
Participant as set forth herein.

(b) The Employer shall provide the Administrator with all information
required by the Administrator to make a proper allocation of the Employer
contributions for each Plan Year. Within a reasonable period of time after
the date of receipt by the Administrator of such information, the
Administrator shall allocate such contribution as follows:

(1) With respect to the Employer Elective Contribution made pursuant to
Section 4.1(a), to each Participant's Elective Account in an amount equal to
each such Participant's Deferred Compensation for the year.

(2) With respect to the Employer Elective Contribution made pursuant to
Section 4.1(b), except for the Employer Elective Contribution to another plan
maintained by the Employer, to each Participant's Elective Account when used
to satisfy the "Actual Deferral Percentage" tests, otherwise to each
Participant's Account.

(3) With respect to the Employer Non-Elective Contribution made pursuant to
Section 4.1(c), to each Participant's Account in accordance with Section
4.1(c).

Only Participants who have completed a Year of Service during the Plan Year
and are actively employed on the last day of the Plan Year shall be eligible
to share in the matching contribution for the year.

(4) With respect to the Employer Qualified Non-Elective Contribution made
pursuant to Section 4.1(d), to each Participant's Elective Account when used
to satisfy the "Actual Deferral Percentage" tests or Participant's Account in
accordance with Section 4.1(d).

Only Non-Highly Compensated Participants who have completed a Year of Service
during the Plan Year and are actively employed on the last day of the Plan
Year shall be eligible to share in the Qualified Non-Elective Contribution
for the year.

(5) With respect to the Employer Non-Elective Contribution made pursuant to
Section 4.1(e), to each Participant's Account in the same proportion that
each such Participant's Compensation for the year bears to the total
Compensation of all Participants for such year.

Only Participants who have completed a Year of Service during the Plan Year
and are actively employed on the last day of the Plan Year shall be eligible
to share in the discretionary contribution for the year.

(c) The Company Stock Account of each Participant shall be credited as of
each Anniversary Date with the Participant's allocable share of Company Stock
(including fractional shares) purchased and paid for by the Plan or
contributed in kind by the Employer. Stock dividends on Company Stock held in
the Participant's Company Stock Account shall be credited to the Participant's
Company Stock Account when paid. Cash dividends on Company Stock held in the
Participant's Company Stock Account shall, in the sole discretion of the
Administrator, either be credited to the Participant's Other Investments
Account when paid or be used to repay an Exempt Loan; provided, however, that
when cash dividends are used to repay an Exempt Loan, Company Stock shall be
released from the Unallocated Company Stock Suspense Account and allocated to
the Participant's Company Stock Account pursuant to Section 4.4(e) and,
provided further, that Company Stock allocated to the Participant's Company
Stock Account shall have a fair market value not less than the amount of cash
dividends which would have been allocated to such Participant's Other
Investments Account for the year.

Company Stock acquired by the Plan with the proceeds of an Exempt Loan shall
only be allocated to each Participant's Company Stock Account upon release
from the Unallocated Company Stock Suspense Account as provided in Section
4.4(e) herein. Company Stock acquired with the proceeds of an Exempt Loan
shall be an asset of the Trust Fund and maintained in the Unallocated Company
Stock Suspense Account.

(d) As of each Valuation Date, before the current valuation period allocation
of Employer contributions, any earnings or losses (net appreciation or net
depreciation) of the Trust Fund shall be allocated in the same proportion
that each Participant's and Former Participant's nonsegregated accounts
(other than each Participant's Company Stock Account) bear to the total of
all Participants' and Former Participants' nonsegregated accounts (other than
each Participant's Company Stock Account) as of such date. Earnings or losses
with respect to a Participant's Directed Account shall be allocated in
accordance with Section 4.12.

Earnings or losses do not include the interest paid under any installment
contract for the purchase of Company Stock by the Trust Fund or on any loan
used by the Trust Fund to purchase Company Stock, nor does it include income
received by the Trust Fund with respect to Company Stock acquired with the
proceeds of an Exempt Loan; all income received by the Trust Fund from
Company Stock acquired with the proceeds of an Exempt Loan may, at the
discretion of the Administrator, be used to repay such loan.

Participants' transfers from other qualified plans deposited in the general
Trust Fund shall share in any earnings and losses (net appreciation or net
depreciation) of the Trust Fund in the same manner provided above. Each
segregated account maintained on behalf of a Participant shall be credited or
charged with its separate earnings and losses.

(e) All Company Stock acquired by the Plan with the proceeds of an Exempt
Loan must be added to and maintained in the Unallocated Company Stock
Suspense Account. Such Company Stock shall be released and withdrawn from
that account as if all Company Stock in that account were encumbered. For
each Plan Year during the duration of the loan, the number of shares of
Company Stock released shall equal the number of encumbered shares held
immediately before release for the current Plan Year multiplied by a
fraction, the numerator of which is the amount of principal and interest paid
for the Plan Year and the denominator of which is the sum of the numerator
plus the principal and interest to be paid for all future Plan Years. As of
each Anniversary Date, the Plan must consistently allocate to each
Participant's Account, in the same manner as Employer discretionary
contributions pursuant to Section 4.1(e) are allocated, non-monetary units
(shares and fractional shares of Company Stock) representing each
Participant's interest in Company Stock withdrawn from the Unallocated
Company Stock Suspense Account. However, Company Stock released from the
Unallocated Company Stock Suspense Account with cash dividends pursuant to
Section 4.4(c) shall be allocated to each Participant's Company Stock Account
in the same proportion that each such Participant's number of shares of
Company Stock sharing in such cash dividends bears to the total number of
shares of all Participant's Company Stock sharing in such cash dividends.
Income earned with respect to Company Stock in the Unallocated Company Stock
Suspense Account shall be used, at the discretion of the Administrator, to
repay the Exempt Loan used to purchase such Company Stock. Company Stock
released from the Unallocated Company Stock Suspense Account with such
income, and any income which is not so used, shall be allocated as of each
Anniversary Date in the same proportion that each Participant's and Former
Participant's nonsegregated accounts after the allocation of any earnings or
losses pursuant to Section 4.4(d) bear to the total of all Participants' and
Former Participants' nonsegregated accounts after the allocation of any
earnings or losses pursuant to Section 4.4(d).

(f) On or before each Anniversary Date any amounts which became Forfeitures
since the last Anniversary Date may be used to satisfy any contribution that
may be required pursuant to Section 3.5 and/or 7.8, or used to pay any
administrative expenses of the Plan. The remaining Forfeitures, if any, shall
be used to reduce the contribution of the Employer hereunder for the Plan Year
in which such Forfeitures occur.

(g) For any Top Heavy Plan Year, Employees not otherwise eligible to share in
the allocation of contributions as provided above, shall receive the minimum
allocation provided for in Section 4.4(i) if eligible pursuant to the
provisions of Section 4.4(k).

(h) Notwithstanding the foregoing, Participants who are not actively employed
on the last day of the Plan Year due to Retirement (Normal or Late), Total and
Permanent Disability or death shall share in the allocation of contributions
for that Plan Year.

(i) Minimum Allocations Required for Top Heavy Plan Years: Notwithstanding
the foregoing, for any Top Heavy Plan Year, the sum of the Employer
contributions allocated to the Participant's Combined Account of each
Employee shall be equal to at least three percent (3%) of such Employee's
"415 Compensation" (reduced by contributions and forfeitures, if any,
allocated to each Employee in any defined contribution plan included with
this Plan in a Required Aggregation Group). However, if (1) the sum of the
Employer contributions allocated to the Participant's Combined Account of
each Key Employee for such Top Heavy Plan Year is less than three percent
(3%) of each Key Employee's "415 Compensation" and (2) this Plan is not
required to be included in an Aggregation Group to enable a defined benefit
plan to meet the requirements of Code Section 401(a)(4) or 410, the sum of
the Employer contributions allocated to the Participant's Combined Account of
each Employee shall be equal to the largest percentage allocated to the
Participant's Combined Account of any Key Employee. However, in determining
whether a Non-Key Employee has received the required minimum allocation, such
Non-Key Employee's Deferred Compensation and matching contributions needed to
satisfy the "Actual Deferral Percentage" tests pursuant to Section 4.5(a) or
the "Actual Contribution Percentage" tests pursuant to Section 4.7(a) shall
not be taken into account.

However, no such minimum allocation shall be required in this Plan for any
Employee who participates in another defined contribution plan subject to
Code Section 412 included with this Plan in a Required Aggregation Group.

(j) For purposes of the minimum allocations set forth above, the percentage
allocated to the Participant's Combined Account of any Key Employee shall be
equal to the ratio of the sum of the Employer contributions allocated on
behalf of such Key Employee divided by the "415 Compensation" for such Key
Employee.

(k) For any Top Heavy Plan Year, the minimum allocations set forth above
shall be allocated to the Participant's Combined Account of all Employees who
are Participants and who are employed by the Employer on the last day of the
Plan Year, including Employees who have (1) failed to complete a Year of
Service; and (2) declined to make mandatory contributions (if required) or,
in the case of a cash or deferred arrangement, elective contributions to the
Plan.

(l) For the purposes of this Section, "415 Compensation" in excess of
$150,000 (or such other amount provided in the Code) shall be disregarded.
Such amount shall be adjusted for increases in the cost of living in
accordance with Code Section 401(a)(17)(B), except that the dollar increase
in effect on January 1 of any calendar year shall be effective for the Plan
Year beginning with or within such calendar year. If "415 Compensation" for
any prior determination period is taken into account in determining a
Participant's minimum benefit for the current Plan Year, the "415
Compensation" for such determination period is subject to the applicable
annual "415 Compensation" limit in effect for that prior period. For this
purpose, in determining the minimum benefit in Plan Years beginning on or
after January 1, 1989, the annual "415 Compensation" limit in effect for
determination periods beginning before that date is $200,000 (or such other
amount as adjusted for increases in the cost of living in accordance with
Code Section 415(d) for determination periods beginning on or after January
1, 1989, and in accordance with Code Section 401(a)(17)(B) for determination
periods beginning on or after January 1, 1994). For determination periods
beginning prior to January 1, 1989, the $200,000 limit shall apply only for
Top Heavy Plan Years and shall not be adjusted. For any short Year the "415
Compensation" limit shall be an amount equal to the "415 Compensation" limit
for the calendar year in which the Plan Year begins multiplied by the ratio
obtained by dividing the number of full months in the short Plan Year by
twelve (12).

(m) Notwithstanding anything herein to the contrary, Participants who
terminated employment for any reason during the Plan Year shall share in the
salary reduction contributions made by the Employer for the year of
termination without regard to the Hours of Service credited.

(n) Notwithstanding anything in this Section to the contrary, all information
necessary to properly reflect a given transaction may not be available until
after the date specified herein for processing such transaction, in which
case the transaction will be reflected when such information is received and
processed. Subject to express limits that may be imposed under the Code, the
processing of any contribution, distribution or other transaction may be
delayed for any legitimate business reason (including, but not limited to,
failure of systems or computer programs, failure of the means of the
transmission of data, force majeure, the failure of a service provider to
timely receive values or prices, and the correction for errors or omissions
or the errors or omissions of any service provider). The processing date of a
transaction will be binding for all purposes of the Plan.

(o) Notwithstanding anything to the contrary, if this is a Plan that would
otherwise fail to meet the requirements of Code Section 410(b)(1) and the
Regulations thereunder because Employer contributions would not be allocated
to a sufficient number or percentage of Participants for a Plan Year, then
the following rules shall apply:

(1) The group of Participants eligible to share in the Employer's
contribution for the Plan Year shall be expanded to include the minimum
number of Participants who would not otherwise be eligible as are necessary
to satisfy the applicable test specified above. The specific Participants who
shall become eligible under the terms of this paragraph shall be those who
have not separated from service prior to the last day of the Plan Year and
have completed the greatest number of Hours of Service in the Plan Year.

(2) If after application of paragraph (1) above, the applicable test is still
not satisfied, then the group of Participants eligible to share in the
Employer's contribution for the Plan Year shall be further expanded to
include the minimum number of Participants who have separated from service
prior to the last day of the Plan Year as are necessary to satisfy the
applicable test. The specific Participants who shall become eligible to share
shall be those Participants who have completed the greatest number of Hours of
Service in the Plan Year before terminating employment.

(3) Nothing in this Section shall permit the reduction of a Participant's
accrued benefit. Therefore any amounts that have previously been allocated to
Participants may not be reallocated to satisfy these requirements. In such
event, the Employer shall make an additional contribution equal to the amount
such affected Participants would have received had they been included in the
allocations, even if it exceeds the amount which would be deductible under
Code Section 404. Any adjustment to the allocations pursuant to this
paragraph shall be considered a retroactive amendment adopted by the last day
of the Plan Year.

(4) Notwithstanding the foregoing, if the portion of the Plan which is not a
Code Section 401(k) or 401(m) plan would fail to satisfy Code Section 410(b)
if the coverage tests were applied by treating those Participants whose only
allocation would otherwise be provided under the top heavy formula as if they
were not currently benefiting under the Plan, then, for purposes of this
Section 4.4(o), such Participants shall be treated as not benefiting and
shall therefore be eligible to be included in the expanded class of
Participants who will share in the allocation provided under the Plan's non
top heavy formula.

4.5 ACTUAL DEFERRAL PERCENTAGE TESTS

(a) Maximum Annual Allocation: For each Plan Year beginning after December
31, 1996, the annual allocation derived from Employer Elective Contributions
to a Highly Compensated Participant's Elective Account shall satisfy one of
the following tests:

(1) The "Actual Deferral Percentage" for the Highly Compensated Participant
group shall not be more than the "Actual Deferral Percentage" of the
Non-Highly Compensated Participant group (for the preceding Plan Year if the
prior year testing method is used to calculate the "Actual Deferral
Percentage" for the Non-Highly Compensated Participant group) multiplied by
1.25, or

(2) The excess of the "Actual Deferral Percentage" for the Highly Compensated
Participant group over the "Actual Deferral Percentage" for the Non-Highly
Compensated Participant group (for the preceding Plan Year if the prior year
testing method is used to calculate the "Actual Deferral Percentage" for the
Non-Highly Compensated Participant group) shall not be more than two
percentage points. Additionally, the "Actual Deferral Percentage" for the
Highly Compensated Participant group shall not exceed the "Actual Deferral
Percentage" for the Non-Highly Compensated Participant group (for the
preceding Plan Year if the prior year testing method is used to calculate the
"Actual Deferral Percentage" for the Non-Highly Compensated Participant group)
multiplied by 2. The provisions of Code Section 401(k)(3) and Regulation
1.401(k)-1(b) are incorporated herein by reference.

However, in order to prevent the multiple use of the alternative method
described in (2) above and in Code Section 401(m)(9)(A), any Highly
Compensated Participant eligible to make elective deferrals pursuant to
Section 4.2 and to make Employee contributions or to receive matching
contributions under this Plan or under any other plan maintained by the
Employer or an Affiliated Employer shall have a combination of such
Participant's Elective Contributions and Employer matching contributions
reduced pursuant to Regulation 1.401(m)-2, the provisions of which are
incorporated herein by reference.

(b) For the purposes of this Section "Actual Deferral Percentage" means, with
respect to the Highly Compensated Participant group and Non-Highly Compensated
Participant group for a Plan Year, the average of the ratios, calculated
separately for each Participant in such group, of the amount of Employer
Elective Contributions allocated to each Participant's Elective Account for
such Plan Year, to such Participant's "414(s) Compensation" for such Plan
Year. The actual deferral ratio for each Participant and the "Actual Deferral
Percentage" for each group shall be calculated to the nearest one-hundredth of
one percent. Employer Elective Contributions allocated to each Non-Highly
Compensated Participant's Elective Account shall be reduced by Excess
Deferred Compensation to the extent such excess amounts are made under this
Plan or any other plan maintained by the Employer.

Notwithstanding the above, if the prior year testing method is used to
calculate the "Actual Deferral Percentage" for the Non-Highly Compensated
Participant group for the first Plan Year of this amendment and restatement,
the "Actual Deferral Percentage" for the Non-Highly Compensated Participant
group for the preceding Plan Year shall be calculated pursuant to the
provisions of the Plan then in effect.

(c) For the purposes of Sections 4.5(a) and 4.6, a Highly Compensated
Participant and a Non-Highly Compensated Participant shall include any
Employee eligible to make a deferral election pursuant to Section 4.2,
whether or not such deferral election was made or suspended pursuant to
Section 4.2.

Notwithstanding the above, if the prior year testing method is used to
calculate the "Actual Deferral Percentage" for the Non-Highly Compensated
Participant group for the first Plan Year of this amendment and restatement,
for purposes of Section 4.5(a) and 4.6, a Non-Highly Compensated Participant
shall include any such Employee eligible to make a deferral election, whether
or not such deferral election was made or suspended, pursuant to the
provisions of the Plan in effect for the preceding Plan Year.

(d) For purposes of this Section and Code Sections 401(a)(4), 410(b) and
401(k), this Plan may not be combined with any other plan.

(e) For the purpose of this Section, for Plan Years beginning after December
31, 1996, when calculating the "Actual Deferral Percentage" for the
Non-Highly Compensated Participant group, the current year testing method
shall be used. Any change from the current year testing method to the prior
year testing method shall be made pursuant to Internal Revenue Service Notice
98-1, Section VII (or superseding guidance), the provisions of which are
incorporated herein by reference.

(f) Notwithstanding anything in this Section to the contrary, the provisions
of this Section and Section 4.6 may be applied separately (or will be applied
separately to the extent required by Regulations) to each plan within the
meaning of Regulation 1.401(k)-1(g)(11). Furthermore, for Plan Years
beginning after December 31, 1998, the provisions of Code Section
401(k)(3)(F) may be used to exclude from consideration all Non-Highly
Compensated Employees who have not satisfied the minimum age and service
requirements of Code Section 410(a)(1)(A).

(g) Notwithstanding the above, contributions made pursuant to Section 4.1(b)
are intended to comply with this Section 4.5 pursuant to the alternative
methods permitted by Code Section 401(k)(12). In any Plan Year in which this
Plan satisfies the provisions of Code Section 401(k)(12) the provisions of
this Section of the Plan shall not apply.

4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

In the event (or if it is anticipated) that the initial allocations of the
Employer Elective Contributions made pursuant to Section 4.4 do (or might)
not satisfy one of the tests set forth in Section 4.5(a) for Plan Years
beginning after December 31, 1996, the Administrator shall adjust Excess
Contributions pursuant to the options set forth below:

(a) On or before the fifteenth day of the third month following the end of
each Plan Year, but in no event later than the close of the following Plan
Year, the Highly Compensated Participant having the largest dollar amount of
Elective Contributions shall have a portion of such Participant's Elective
Contributions distributed until the total amount of Excess Contributions has
been distributed, or until the amount of such Participant's Elective
Contributions equals the Elective Contributions of the Highly Compensated
Participant having the second largest dollar amount of Elective
Contributions. This process shall continue until the total amount of Excess
Contributions has been distributed. In determining the amount of Excess
Contributions to be distributed with respect to an affected Highly
Compensated Participant as determined herein, such amount shall be reduced
pursuant to Section 4.2(f) by any Excess Deferred Compensation previously
distributed to such affected Highly Compensated Participant for such
Participant's taxable year ending with or within such Plan Year.

(1) With respect to the distribution of Excess Contributions pursuant to (a)
above, such distribution:

(i) may be postponed but not later than the close of the Plan Year following
the Plan Year to which they are allocable;

(ii) shall be adjusted for Income; and

(iii) shall be designated by the Employer as a distribution of Excess
Contributions (and Income).

(2) Any distribution of less than the entire amount of Excess Contributions
shall be treated as a pro rata distribution of Excess Contributions and
Income.

(3) Matching contributions which relate to Excess Contributions shall be
forfeited unless the related matching contribution is distributed as an
Excess Aggregate Contribution pursuant to Section 4.8.

(b) Notwithstanding the above, within twelve (12) months after the end of the
Plan Year, the Employer may make a special Qualified Non-Elective Contribution
in accordance with one of the following provisions which contribution shall be
allocated to the Participant's Elective Account of each Non-Highly Compensated
Participant eligible to share in the allocation in accordance with such
provision. The Employer shall provide the Administrator with written
notification of the amount of the contribution being made and for which
provision it is being made pursuant to:

(1) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section
4.5(a). Such contribution shall be allocated in the same proportion that each
Non-Highly Compensated Participant's 414(s) Compensated for the year (or prior
year if the prior year testing method is being used) bears to the total 414(s)
Compensation of all Non-Highly Compensated Participants for such year.

(2) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section
4.5(a). Such contribution shall be allocated in the same proportion that each
Non-Highly Compensated Participant electing salary reductions pursuant to
Section 4.2 in the same proportion that each such Non-Highly Compensated
Participant's Deferred Compensation for the year (or at the end of the prior
Plan Year if the prior year testing method is being used) bears to the total
Deferred Compensation of all such Non-Highly Compensated Participants for
such year.

(3) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section
4.5(a). Such contribution shall be allocated in equal amounts (per capita).

(4) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants electing salary reductions pursuant to
Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated
failure of) one of the tests set forth in Section 4.5(a). Such contribution
shall be allocated for the year (or at the end of the prior Plan Year if the
prior year testing method is used) to each Non-Highly Compensated Participant
electing salary reductions pursuant to Section 4.2 in equal amounts (per
capita).

(5) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section
4.5(a). Such contribution shall be allocated to the Non-Highly Compensated
Participant having the lowest 414(s) Compensation, until one of the tests set
forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied), or
until such Non-Highly Compensated Participant has received the maximum
"annual addition" pursuant to Section 4.9. This process shall continue until
one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated
to be satisfied).

Notwithstanding the above, at the Employer's discretion, Non-Highly
Compensated Participants who are not employed at the end of the Plan Year (or
at the end of the prior Plan Year if the prior year testing method is being
used) shall not be eligible to receive a special Qualified Non-Elective
Contribution and shall be disregarded.

Notwithstanding the above, for Plan Years beginning after December 31, 1998,
if the testing method changes from the current year testing method to the
prior year testing method, then for purposes of preventing the double
counting of Qualified Non-Elective Contributions for the first testing year
for which the change is effective, any special Qualified Non-Elective
Contribution on behalf of Non-Highly Compensated Participants used to satisfy
the "Actual Deferral Percentage" or "Actual Contribution Percentage" test
under the current year testing method for the prior year testing year shall
be disregarded.

(c) If during a Plan Year, it is projected that the aggregate amount of
Elective Contributions to be allocated to all Highly Compensated Participants
under this Plan would cause the Plan to fail the tests set forth in Section
4.5(a), then the Administrator may automatically reduce the deferral amount
of affected Highly Compensated Participants, beginning with the Highly
Compensated Participant who has the highest deferral ratio until it is
anticipated the Plan will pass the tests or until the actual deferral ratio
equals the actual deferral ratio of the Highly Compensated Participant having
the next highest actual deferral ratio. This process may continue until it is
anticipated that the Plan will satisfy one of the tests set forth in Section
4.5(a). Alternatively, the Employer may specify a maximum percentage of
Compensation that may be deferred.

(d) Any Excess Contributions (and Income) which are distributed on or after 2
1/2 months after the end of the Plan Year shall be subject to the ten percent
(10%) Employer excise tax imposed by Code Section 4979.

4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS

(a) The "Actual Contribution Percentage" for Plan Years beginning after
December 31, 1996 for the Highly Compensated Participant group shall not
exceed the greater of:

(1) 125 percent of such percentage for the Non-Highly Compensated Participant
group (for the preceding Plan Year if the prior year testing method is used to
calculate the "Actual Deferral Percentage" for the Non-Highly Compensated
Participant group); or

(2) the lesser of 200 percent of such percentage for the Non-Highly
Compensated Participant group (for the preceding Plan Year if the prior year
testing method is used to calculate the "Actual Deferral Percentage" for the
Non-Highly Compensated Participant group), or such percentage for the
Non-Highly Compensated Participant group (for the preceding Plan Year if the
prior year testing method is used to calculate the "Actual Deferral
Percentage" for the Non-Highly Compensated Participant group) plus 2
percentage points. However, to prevent the multiple use of the alternative
method described in this paragraph and Code Section 401(m)(9)(A), any Highly
Compensated Participant eligible to make elective deferrals pursuant to
Section 4.2 or any other cash or deferred arrangement maintained by the
Employer or an Affiliated Employer and to make Employee contributions or to
receive matching contributions under this Plan or under any plan maintained
by the Employer or an Affiliated Employer shall have a combination of
Elective Contributions and Employer matching contributions reduced pursuant
to Regulation 1.401(m)-2 and Section 4.8(a). The provisions of Code Section
401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2 are incorporated herein
by reference.

(b) For the purposes of this Section and Section 4.8, "Actual Contribution
Percentage" for a Plan Year means, with respect to the Highly Compensated
Participant group and Non-Highly Compensated Participant group (for the
preceding Plan Year if the prior year testing method is used to calculate the
"Actual Deferral Percentage" for the Non-Highly Compensated Participant
group), the average of the ratios (calculated separately for each Participant
in each group and rounded to the nearest one-hundredth of one percent) of:

(1) the sum of Employer matching contributions pursuant to Section 4.1(b) (to
the extent such matching contributions are not used to satisfy the safe harbor
methods permitted by Code Sections 401(k)(12) and 401(m)(11)) and Employer
matching contributions made pursuant to Section 4.1(c) on behalf of each such
Participant for such Plan Year; to

(2) the Participant's "414(s) Compensation" for such Plan Year.
Notwithstanding the above, if the prior year testing method is used to
calculate the "Actual Contribution Percentage" for the Non-Highly Compensated
Participant group for the first Plan Year of this amendment and restatement,
for purposes of Section 4.7(a), the "Actual Contribution Percentage" for the
Non-Highly Compensated Participant group for the preceding Plan Year shall be
determined pursuant to the provisions of the Plan then in effect.

(c) For purposes of determining the "Actual Contribution Percentage," only
Employer matching contributions contributed to the Plan prior to the end of
the succeeding Plan Year shall be considered. In addition, the Administrator
may elect to take into account, with respect to Employees eligible to have
Employer matching contributions pursuant to Section 4.1(b) (to the extent
such matching contributions are not used to satisfy the safe harbor methods
permitted by Code Sections 401(k)(12) and 401(m)(11)) and Employer matching
contributions pursuant to Section 4.1(c) allocated to their accounts,
nonelective contributions (as described in Code Section 401(k)(12)(C)) (to
the extent such nonelective contributions are not used to satisfy the safe
harbor methods permitted by Code Sections 401(k)(12) and 401(m)), elective
deferrals (as defined in Regulation 1.402(g)-1(b)) and qualified non-elective
contributions (as defined in Code Section 401(m)(4)(C)) contributed to any
plan maintained by the Employer. Such nonelective contributions, elective
deferrals and qualified non-elective contributions shall be treated as
Employer matching contributions subject to Regulation 1.401(m)-1(b)(5) which
is incorporated herein by reference. However, the Plan Year must be the same
as the plan year of the plan to which the nonelective contributions, elective
deferrals and the qualified non-elective contributions are made.

(d) For purposes of this Section and Code Sections 401(a)(4), 410(b) and
401(m), this Plan may not be combined with any other plan.

(e) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated Participant
and Non-Highly Compensated Participant shall include any Employee eligible to
have Employer matching contributions (whether or not a deferral election was
made or suspended) allocated to the Participant's account for the Plan Year.

Notwithstanding the above, if the prior year testing method is used to
calculate the "Actual Contribution Percentage" for the Non-Highly Compensated
Participant group for the first Plan Year of this amendment and restatement,
for the purposes of Section 4.7(a), a Non-Highly Compensated Participant
shall include any such Employee eligible to have Employer matching
contributions (whether or not a deferral election was made or suspended)
allocated to the Participant's account for the preceding Plan Year pursuant
to the provisions of the Plan then in effect.

(f) For the purpose of this Section, for Plan Years beginning after December
31, 1996, when calculating the "Actual Contribution Percentage" for the
Non-Highly Compensated Participant group, the current year testing method
shall be used. Any change from the current year testing method to the prior
year testing method shall be made pursuant to Internal Revenue Service Notice
98-1, Section VII (or superseding guidance), the provisions of which are
incorporated herein by reference.

(g) Notwithstanding anything in this Section to the contrary, the provisions
of this Section and Section 4.8 may be applied separately (or will be applied
separately to the extent required by Regulations) to each plan within the
meaning of Regulation 1.401(k)-1(g)(11). Furthermore, for Plan Years
beginning after December 31, 1998, the provisions of Code Section
401(k)(3)(F) may be used to exclude from consideration all Non-Highly
Compensated Employees who have not satisfied the minimum age and service
requirements of Code Section 410(a)(1)(A).

(h) Notwithstanding the above, contributions made pursuant to Section 4.1(b)
are intended to comply with this Section 4.7 pursuant to the alternative
methods permitted by Code Section 401(m)(11). In any Plan Year in which this
Plan satisfies the provisions of Code Section 401(m)(11) the provisions of
this Section shall not apply.

4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

(a) In the event (or if it is anticipated) that, for Plan Years beginning
after December 31, 1996, the "Actual Contribution Percentage" for the Highly
Compensated Participant group exceeds (or might exceed) the "Actual
Contribution Percentage" for the Non-Highly Compensated Participant group
pursuant to Section 4.7(a), the Administrator (on or before the fifteenth day
of the third month following the end of the Plan Year, but in no event later
than the close of the following Plan Year) shall direct the Trustee to
distribute to the Highly Compensated Participant having the largest dollar
amount of contributions determined pursuant to Section 4.7(b)(1), the Vested
portion of such contributions (and Income allocable to such contributions)
and, if forfeitable, forfeit such non-Vested Excess Aggregate Contributions
attributable to Employer matching contributions (and Income allocable to such
forfeitures) until the total amount of Excess Aggregate Contributions has been
distributed, or until the Participant's remaining amount equals the amount of
contributions determined pursuant to Section 4.7(b)(1) of the Highly
Compensated Participant having the second largest dollar amount of
contributions. This process shall continue until the total amount of Excess
Aggregate Contributions has been distributed.

(b) Any distribution and/or forfeiture of less than the entire amount of
Excess Aggregate Contributions (and Income) shall be treated as a pro rata
distribution and/or forfeiture of Excess Aggregate Contributions and Income.
Distribution of Excess Aggregate Contributions shall be designated by the
Employer as a distribution of Excess Aggregate Contributions (and Income).
Forfeitures of Excess Aggregate Contributions shall be treated in accordance
with Section 4.4.

(c) Excess Aggregate Contributions, including forfeited matching
contributions, shall be treated as Employer contributions for purposes of
Code Sections 404 and 415 even if distributed from the Plan.
Forfeited matching contributions that are reallocated to Participants'
Accounts for the Plan Year in which the forfeiture occurs shall be treated as
an "annual addition" pursuant to Section 4.9(b) for the Participants to whose
Accounts they are reallocated and for the Participants from whose Accounts
they are forfeited.

(d) The determination of the amount of Excess Aggregate Contributions with
respect to any Plan Year shall be made after first determining the Excess
Contributions, if any, to be treated as after-tax voluntary Employee
contributions due to recharacterization for the plan year of any other
qualified cash or deferred arrangement (as defined in Code Section 401(k))
maintained by the Employer that ends with or within the Plan Year.

(e) If during a Plan Year the projected aggregate amount of Employer matching
contributions to be allocated to all Highly Compensated Participants under
this Plan would, by virtue of the tests set forth in Section 4.7(a), cause
the Plan to fail such tests, then the Administrator may automatically reduce
proportionately or in the order provided in Section 4.8(a) each affected
Highly Compensated Participant's projected share of such contributions by an
amount necessary to satisfy one of the tests set forth in Section 4.7(a).

(f) Notwithstanding the above, within twelve (12) months after the end of the
Plan Year, the Employer may make a special Qualified Non-Elective Contribution
in accordance with one of the following provisions which contribution shall be
allocated to the Participant's Account of each Non-Highly Compensated
Participant eligible to share in the allocation in accordance with such
provision. The Employer shall provide the Administrator with written
notification of the amount of the contribution being made and for which
provision it is being made pursuant to:

(1) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7.
Such contribution shall be allocated in the same proportion that each
Non-Highly Compensated Participant's 414(s) Compensation for the year (or
prior year if the prior year testing method is being used) bears to the total
414(s) Compensation of all Non-Highly Compensated Participants for such year.

(2) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7.
Such contribution shall be allocated in the same proportion that each
Non-Highly Compensated Participant electing salary reductions pursuant to
Section 4.2 in the same proportion that each such Non-Highly Compensated
Participant's Deferred Compensation for the year (or at the end of the prior
Plan Year if the prior year testing method is being used) bears to the total
Deferred Compensation of all such Non-Highly Compensated Participants for
such year.

(3) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7.
Such contribution shall be allocated in equal amounts (per capita).

(4) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants electing salary reductions pursuant to
Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated
failure of) one of the tests set forth in Section 4.7. Such contribution
shall be allocated for the year (or at the end of the prior Plan Year if the
prior year testing method is used) to each Non-Highly Compensated Participant
electing salary reductions pursuant to Section 4.2 in equal amounts (per
capita).

(5) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7.
Such contribution shall be allocated to the Non-Highly Compensated
Participant having the lowest 414(s) Compensation, until one of the tests set
forth in Section 4.7 is satisfied (or is anticipated to be satisfied), or
until such Non-Highly Compensated Participant has received the maximum
"annual addition" pursuant to Section 4.9. This process shall continue until
one of the tests set forth in Section 4.7 is satisfied (or is anticipated to
be satisfied).

Notwithstanding the above, at the Employer's discretion, Non-Highly
Compensated Participants who are not employed at the end of the Plan Year (or
at the end of the prior Plan Year if the prior year testing method is being
used) shall not be eligible to receive a special Qualified Non-Elective
Contribution and shall be disregarded.

Notwithstanding the above, for Plan Years beginning after December 31, 1998,
if the testing method changes from the current year testing method to the
prior year testing method, then for purposes of preventing the double
counting of Qualified Non-Elective Contributions for the first testing year
for which the change is effective, any special Qualified Non-Elective
Contribution on behalf of Non-Highly Compensated Participants used to satisfy
the "Actual Deferral Percentage" or "Actual Contribution Percentage" test
under the current year testing method for the prior year testing year shall
be disregarded.

(g) Any Excess Aggregate Contributions (and Income) which are distributed on
or after 2 1/2 months after the end of the Plan Year shall be subject to the
ten percent (10%) Employer excise tax imposed by Code Section 4979.
4.9 MAXIMUM ANNUAL ADDITIONS

(a) Notwithstanding the foregoing, for "limitation year" beginning after
December 31, 1994, the maximum "annual additions" credited to a Participant's
accounts for any "limitation year" shall equal the lesser of: (1) $30,000
adjusted annually as provided in Code Section 415(d) pursuant to the
Regulations, or (2) twenty-five percent (25%) of the Participant's "415
Compensation" for such "limitation year." If the Employer contribution that
would otherwise be contributed or allocated to the Participant's accounts
would cause the "annual additions" for the "limitation year" to exceed the
maximum "annual additions," the amount contributed or allocated will be
reduced so that the "annual additions" for the "limitation year" will equal
the maximum "annual additions," and any amount in excess of the maximum
"annual additions," which would have been allocated to such Participant may
be allocated to other Participants. For any short "limitation year," the
dollar limitation in (1) above shall be reduced by a fraction, the numerator
of which is the number of full months in the short "limitation year" and the
denominator of which is twelve (12).

(b) For purposes of applying the limitations of Code Section 415, "annual
additions" means the sum credited to a Participant's accounts for any
"limitation year" of (1) Employer contributions, (2) Employee contributions,
(3) forfeitures, (4) amounts allocated, after March 31, 1984, to an
individual medical account, as defined in Code Section 415(l)(2) which is
part of a pension or annuity plan maintained by the Employer and (5) amounts
derived from contributions paid or accrued after December 31, 1985, in
taxable years ending after such date, which are attributable to
post-retirement medical benefits allocated to the separate account of a key
employee (as defined in Code Section 419A(d)(3)) under a welfare benefit plan
(as defined in Code Section 419(e)) maintained by the Employer. Except,
however, the "415 Compensation" percentage limitation referred to in
paragraph (a)(2) above shall not apply to: (1) any contribution for medical
benefits (within the meaning of Code Section 419A(f)(2)) after separation
from service which is otherwise treated as an "annual addition," or (2) any
amount otherwise treated as an "annual addition" under Code Section 415(l)(1).

(c) For purposes of applying the limitations of Code Section 415, the
following are not "annual additions": (1) the transfer of funds from one
qualified plan to another and (2) provided no more than one-third of the
Employer contributions for the year are allocated to Highly Compensated
Participants, Forfeitures of Company Stock purchased with the proceeds of an
Exempt Loan and Employer contributions applied to the payment of interest on
an Exempt Loan. In addition, the following are not Employee contributions for
the purposes of Section 4.9(b) (1) rollover contributions (as defined in Code
Sections 402(a)(5), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of
loans made to a Participant from the Plan; (3) repayments of distributions
received by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs);
(4) repayments of distributions received by an Employee pursuant to Code
Section 411(a)(3)(D) (mandatory contributions); and (5) Employee
contributions to a simplified employee pension excludable from gross income
under Code Section 408(k)(6).

(d) For purposes of applying the limitations of Code Section 415, the
"limitation year" shall be the Plan Year.

(e) For the purpose of this Section, all qualified defined contribution plans
(whether terminated or not) ever maintained by the Employer shall be treated
as one defined contribution plan.

(f) For the purpose of this Section, if the Employer is a member of a
controlled group of corporations, trades or businesses under common control
(as defined by Code Section 1563(a) or Code Section 414(b) and (c) as
modified by Code Section 415(h)), is a member of an affiliated service group
(as defined by Code Section 414(m)), or is a member of a group of entities
required to be aggregated pursuant to Regulations under Code Section 414(o),
all Employees of such Employers shall be considered to be employed by a
single Employer.

(g) For the purpose of this Section, if this Plan is a Code Section 413(c)
plan, each Employer who maintains this Plan will be considered to be a
separate Employer.

(h)

(1) If a Participant participates in more than one defined contribution plan
maintained by the Employer which have different Anniversary Dates, the
maximum "annual additions" under this Plan shall equal the maximum "annual
additions" for the "limitation year" minus any "annual additions" previously
credited to such Participant's accounts during the "limitation year."

(2) If a Participant participates in both a defined contribution plan subject
to Code Section 412 and a defined contribution plan not subject to Code
Section 412 maintained by the Employer which have the same Anniversary Date,
"annual additions" will be credited to the Participant's accounts under the
defined contribution plan subject to Code Section 412 prior to crediting
"annual additions" to the Participant's accounts under the defined
contribution plan not subject to Code Section 412.

(3) If a Participant participates in more than one defined contribution plan
not subject to Code Section 412 maintained by the Employer which have the
same Anniversary Date, the maximum "annual additions" under this Plan shall
equal the product of (A) the maximum "annual additions" for the "limitation
year" minus any "annual additions" previously credited under subparagraphs
(1) or (2) above, multiplied by (B) a fraction (i) the numerator of which is
the "annual additions" which would be credited to such Participant's accounts
under this Plan without regard to the limitations of Code Section 415 and (ii)
the denominator of which is such "annual additions" for all plans described in
this subparagraph.

(i) Notwithstanding anything contained in this Section to the contrary, the
limitations, adjustments and other requirements prescribed in this Section
shall at all times comply with the provisions of Code Section 415 and the
Regulations thereunder.

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

(a) If, as a result of a reasonable error in estimating a Participant's
Compensation, a reasonable error in determining the amount of elective
deferrals (within the meaning of Code Section 402(g)(3)) that may be made
with respect to any Participant under the limits of Section 4.9 or other
facts and circumstances to which Regulation 1.415-6(b)(6) shall be
applicable, the "annual additions" under this Plan would cause the maximum
"annual additions" to be exceeded for any Participant, the "excess amount"
will be disposed of in one of the following manners, as uniformly determined
by the Administrator for all Participants similarly situated.

(1) Any unmatched Deferred Compensation and, thereafter, proportionately from
Deferred Compensation which is matched and matching contributions which relate
to such Deferred Compensation, will be reduced to the extent they would reduce
the "excess amount." The Deferred Compensation (and for "limitation years"
beginning after December 31, 1995, any gains attributable to such Deferred
Compensation) will be distributed to the Participant and the Employer
matching contributions (and for "limitation years" beginning after December
31, 1995, any gains attributable to such matching contributions) will be used
to reduce the Employer contribution in the next "limitation year";

(2) If, after the application of subparagraph (1) above, an "excess amount"
still exists, and the Participant is covered by the Plan at the end of the
"limitation year," the "excess amount" will be used to reduce the Employer
contribution for such Participant in the next "limitation year," and each
succeeding "limitation year" if necessary;

(3) If, after the application of subparagraph (1) above, an "excess amount"
still exists, and the Participant is not covered by the Plan at the end of
the "limitation year," the "excess amount" will be held unallocated in a
"Section 415 suspense account." The "Section 415 suspense account" will be
applied to reduce future Employer contributions for all remaining
Participants in the next "limitation year," and each succeeding "limitation
year" if necessary;

(4) If a "Section 415 suspense account" is in existence at any time during
the "limitation year" pursuant to this Section, it will not participate in
the allocation of investment gains and losses of the Trust Fund. If a
"Section 415 suspense account" is in existence at any time during a
particular "limitation year," all amounts in the "Section 415 suspense
account" must be allocated and reallocated to Participants' accounts before
any Employer contributions or any Employee contributions may be made to the
Plan for that "limitation year." Except as provided in (1) above, "excess
amounts" may not be distributed to Participants or Former Participants.

(b) For purposes of this Article, "excess amount" for any Participant for a
"limitation year" shall mean the excess, if any, of (1) the "annual
additions" which would be credited to the Participant's account under the
terms of the Plan without regard to the limitations of Code Section 415 over
(2) the maximum "annual additions" determined pursuant to Section 4.9.

(c) For purposes of this Section, "Section 415 suspense account" shall mean
an unallocated account equal to the sum of "excess amounts" for all
Participants in the Plan during the "limitation year."

4.11 ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS

(a) With the consent of the Administrator, amounts may be transferred (within
the meaning of Code Section 414(l)) to this Plan from other tax qualified
plans under Code Section 401(a) by Eligible Employees, provided that the
trust from which such funds are transferred permits the transfer to be made
and the transfer will not jeopardize the tax exempt status of the Plan or
Trust or create adverse tax consequences for the Employer. Prior to accepting
any transfers to which this Section applies, the Administrator may require an
opinion of counsel that the amounts to be transferred meet the requirements
of this Section. The amounts transferred shall be set up in a separate
account herein referred to as a Participant's Transfer/Rollover Account. Such
account shall be fully Vested at all times and shall not be subject to
Forfeiture for any reason.

Except as permitted by Regulations (including Regulation 1.411(d)-4), amounts
attributable to elective contributions (as defined in Regulation
1.401(k)-1(g)(3)), including amounts treated as elective contributions, which
are transferred from another qualified plan in a plan-to-plan transfer (other
than a direct rollover) shall be subject to the distribution limitations
provided for in Regulation 1.401(k)-1(d).

(b) With the consent of the Administrator, the Plan may accept a "rollover"
by Eligible Employees, provided the "rollover" will not jeopardize the tax
exempt status of the Plan or create adverse tax consequences for the
Employer. Prior to accepting any "rollovers" to which this Section applies,
the Administrator may require the Employee to establish (by providing opinion
of counsel or otherwise) that the amounts to be rolled over to this Plan meet
the requirements of this Section. The amounts rolled over shall be set up in
a separate account herein referred to as a "Participant's Transfer/Rollover
Account." Such account shall be fully Vested at all times and shall not be
subject to Forfeiture for any reason.

For purposes of this Section, the term "qualified plan" shall mean any tax
qualified plan under Code Section 401(a), or, any other plans from which
distributions are eligible to be rolled over into this Plan pursuant to the
Code. The term "rollover" means: (i) amounts transferred to this Plan
directly from another qualified plan; (ii) distributions received by an
Employee from other "qualified plans" which are eligible for tax-free
rollover to a "qualified plan" and which are transferred by the Employee to
this Plan within sixty (60) days following receipt thereof; (iii) amounts
transferred to this Plan from a conduit individual retirement account
provided that the conduit individual retirement account has no assets other
than assets which (A) were previously distributed to the Employee by another
"qualified plan" (B) were eligible for tax-free rollover to a "qualified
plan" and (C) were deposited in such conduit individual retirement account
within sixty (60) days of receipt thereof; (iv) amounts distributed to the
Employee from a conduit individual retirement account meeting the
requirements of clause (iii) above, and transferred by the Employee to this
Plan within sixty (60) days of receipt thereof from such conduit individual
retirement account; and (v) any other amounts which are eligible to be rolled
over to this Plan pursuant to the Code.

(c) Amounts in a Participant's Transfer/Rollover Account shall be held by the
Trustee pursuant to the provisions of this Plan and may not be withdrawn by,
or distributed to the Participant, in whole or in part, except as provided in
paragraph (d) of this Section. The Trustee shall have no duty or
responsibility to inquire as to the propriety of the amount, value or type of
assets transferred, nor to conduct any due diligence with respect to such
assets; provided, however, that such assets are otherwise eligible to be held
by the Trustee under the terms of this Plan.

(d) The Administrator, at the election of the Participant, shall direct the
Trustee to distribute all or a portion of the amount credited to the
Participant's Transfer/Rollover Account. Any distributions of amounts held in
a Participant's Transfer/Rollover Account shall be made in a manner which is
consistent with and satisfies the provisions of Section 7.5, including, but
not limited to, all notice and consent requirements of Code Section
411(a)(11) and the Regulations thereunder. Furthermore, such amounts shall be
considered as part of a Participant's benefit in determining whether an
involuntary cash-out of benefits may be made without Participant consent.

(e) The Administrator may direct that Employee transfers and rollovers made
after a Valuation Date be segregated into a separate account for each
Participant until such time as the allocations pursuant to this Plan have
been made, at which time they may remain segregated or be invested as part of
the general Trust Fund or be directed by the Participant pursuant to Section
4.12.

(f) This Plan shall not accept any direct or indirect transfers (as that term
is defined and interpreted under Code Section 401(a)(11) and the Regulations
thereunder) from a defined benefit plan, money purchase plan (including a
target benefit plan), stock bonus or profit sharing plan which would
otherwise have provided for a life annuity form of payment to the Participant.

(g) Notwithstanding anything herein to the contrary, a transfer directly to
this Plan from another qualified plan (or a transaction having the effect of
such a transfer) shall only be permitted if it will not result in the
elimination or reduction of any "Section 411(d)(6) protected benefit" as
described in Section 9.1.

4.12 DIRECTED INVESTMENT ACCOUNT

(a) Participants may, subject to Section 4.12(d) and a procedure established
by the Administrator (the Participant Direction Procedures) and applied in a
uniform nondiscriminatory manner, direct the Trustee, in writing (or in such
other form which is acceptable to the Trustee), to invest all or a portion of
their individual account balances in specific assets, specific funds or other
investments permitted under the Plan and the Participant Direction
Procedures. That portion of the interest of any Participant so directing will
thereupon be considered a Participant's Directed Account.

(b) As of each Valuation Date, all Participant Directed Accounts shall be
charged or credited with the net earnings, gains, losses and expenses as well
as any appreciation or depreciation in the market value using publicly listed
fair market values when available or appropriate as follows:

(1) to the extent that the assets in a Participant's Directed Account are
accounted for as pooled assets or investments, the allocation of earnings,
gains and losses of each Participant's Directed Account shall be based upon
the total amount of funds so invested in a manner proportionate to the
Participant's share of such pooled investment; and

(2) to the extent that the assets in the Participant's Directed Account are
accounted for as segregated assets, the allocation of earnings, gains and
losses from such assets shall be made on a separate and distinct basis.

(c) Investment directions will be processed as soon as administratively
practicable after proper investment directions are received from the
Participant. No guarantee is made by the Plan, Employer, Administrator or
Trustee that investment directions will be processed on a daily basis, and no
guarantee is made in any respect regarding the processing time of an
investment direction. Notwithstanding any other provision of the Plan, the
Employer, Administrator or Trustee reserves the right to not value an
investment option on any given Valuation Date for any reason deemed
appropriate by the Employer, Administrator or Trustee. Furthermore, the
processing of any investment transaction may be delayed for any legitimate
business reason (including, but not limited to, failure of systems or
computer programs, failure of the means of the transmission of data, force
majeure, the failure of a service provider to timely receive values or
prices, and correction for errors or omissions or the errors or omissions of
any service provider). The processing date of a transaction will be binding
for all purposes of the Plan and considered the applicable Valuation Date for
an investment transaction.

(d) Each "Qualified Participant" may elect within ninety (90) days after the
close of each Plan Year during the "Qualified Election Period" to direct the
Trustee in writing as to the distribution in cash and/or Company Stock of 25
percent of the total number of shares of Company Stock acquired by or
contributed to the Plan that have ever been allocated to such "Qualified
Participant's" Company Stock Account (reduced by the number of shares of
Company Stock previously distributed in cash and/or Company Stock pursuant to
a prior election). In the case of the election year in which the last election
can be made by the Participant, the preceding sentence shall be applied by
substituting "50 percent" for "25 percent." If the "Qualified Participant"
elects to direct the Trustee as to the distribution of the Participant's
Company Stock Account, such direction shall be effective no later than 180
days after the close of the Plan Year to which such direction applies.

Notwithstanding the above, if the fair market value (determined pursuant to
Section 6.1 at the Plan Valuation Date immediately preceding the first day on
which a "Qualified Participant" is eligible to make an election) of Company
Stock acquired by or contributed to the Plan and allocated to a "Qualified
Participant's" Company Stock Account is $500 or less, then such Company Stock
shall not be subject to this paragraph. For purposes of determining whether
the fair market value exceeds $500, Company Stock held in accounts of all
employee stock ownership plans (as defined in Code Section 4975(e)(7)) and
tax credit employee stock ownership plans (as defined in Code Section 409(a))
maintained by the Employer or any Affiliated Employer shall be considered as
held by the Plan.

(e) For the purposes of this Section the following definitions shall apply:

(1) "Qualified Participant" means any Participant or Former Participant who
has completed ten (10) Years of Service as a Participant and has attained age
55.

(2) "Qualified Election Period" means the six (6) Plan Year period beginning
with the later of (i) the first Plan Year in which the Participant first
became a "Qualified Participant," or (ii) the first Plan Year beginning after
December 31, 1986.

4.13 QUALIFIED MILITARY SERVICE

Notwithstanding any provision of this Plan to the contrary, effective
December 12, 1994, contributions, benefits and service will be provided in
accordance with Code Section 414(u).

Article V
FUNDING AND INVESTMENT POLICY

5.1 INVESTMENT POLICY

(a) The Plan is designed to invest primarily in Company Stock.

(b) With due regard to subparagraph (a) above, the Administrator may also
direct the Trustee to invest funds under the Plan in other property described
in the Trust or in life insurance policies to the extent permitted by
subparagraph (c) below, or the Trustee may hold such funds in cash or cash
equivalents.

(c) With due regard to subparagraph (a) above, the Administrator may also
direct the Trustee to invest funds under the Plan in insurance policies on
the life of any "keyman" Employee. The proceeds of a "keyman" insurance
policy may not be used for the repayment of any indebtedness owed by the Plan
which is secured by Company Stock. In the event any "keyman" insurance is
purchased by the Trustee, the premiums paid thereon during any Plan Year, net
of any policy dividends and increases in cash surrender values, shall be
treated as the cost of Plan investment and any death benefit or cash
surrender value received shall be treated as proceeds from an investment of
the Plan.

(d) The Plan may not obligate itself to acquire Company Stock from a
particular holder thereof at an indefinite time determined upon the happening
of an event such as the death of the holder.

(e) The Plan may not obligate itself to acquire Company Stock under a put
option binding upon the Plan. However, at the time a put option is exercised,
the Plan may be given an option to assume the rights and obligations of the
Employer under a put option binding upon the Employer.

(f) All purchases of Company Stock shall be made at a price which, in the
judgment of the Administrator, does not exceed the fair market value thereof.
All sales of Company Stock shall be made at a price which, in the judgment of
the Administrator, is not less than the fair market value thereof. The
valuation rules set forth in Article VI shall be applicable.

5.2 APPLICATION OF CASH

Employer contributions in cash, and any earnings on such contributions, shall
first be applied to pay any Current Obligations of the Trust Fund.
5.3 LOANS TO THE TRUST

(a) The Plan may borrow money for any lawful purpose, provided the proceeds
of an Exempt Loan are used within a reasonable time after receipt only for
any or all of the following purposes:

(1) To acquire Company Stock.

(2) To repay such loan.

(3) To repay a prior Exempt Loan.

(b) All loans to the Trust which are made or guaranteed by a disqualified
person must satisfy all requirements applicable to Exempt Loans including but
not limited to the following:

(1) The loan must be at a reasonable rate of interest;
(2) Any collateral pledged to the creditor by the Plan shall consist only of
the Company Stock purchased with the borrowed funds;
(3) Under the terms of the loan, any pledge of Company Stock shall provide
for the release of shares so pledged on a pro-rata basis pursuant to Section
4.4(e);

(4) Under the terms of the loan, the creditor shall have no recourse against
the Plan except with respect to such collateral, earnings attributable to
such collateral, Employer contributions (other than contributions of Company
Stock) that are made to meet Current Obligations and earnings attributable to
such contributions;

(5) 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;

(6) In the event of default upon an Exempt Loan, the value of the Trust Fund
transferred in satisfaction of the Exempt Loan shall not exceed the amount of
default. If the lender is a disqualified person, an Exempt Loan shall provide
for a transfer of Trust Funds upon default only upon and to the extent of the
failure of the Plan to meet the payment schedule of the Exempt Loan;

(7) Exempt Loan payments during a Plan Year must not exceed an amount equal
to: (A) the sum, over all Plan Years, of all contributions and cash dividends
paid by the Employer to the Plan with respect to such Exempt Loan and earnings
on such Employer contributions and cash dividends, less (B) the sum of the
Exempt Loan payments in all preceding Plan Years. A separate accounting shall
be maintained for such Employer contributions, cash dividends and earnings
until the Exempt Loan is repaid.

(c) For purposes of this Section, the term "disqualified person" means a
person who is a Fiduciary, a person providing services to the Plan, an
Employer any of whose Employees are covered by the Plan, an employee
organization any of whose members are covered by the Plan, an owner, direct
or indirect, of 50% or more of the total combined voting power of all classes
of voting stock or of the total value of all classes of the stock, or an
officer, director, 10% or more shareholder, or a highly compensated Employee.

Article VI
VALUATIONS

6.1 VALUATION OF THE TRUST FUND

The Administrator shall direct the Trustee, as of each Valuation Date, to
determine the net worth of the assets comprising the Trust Fund as it exists
on the Valuation Date. In determining such net worth, the Trustee shall value
the assets comprising the Trust Fund at their fair market value (or their
contractual value in the case of a Contract or Policy) as of the Valuation
Date and shall deduct all expenses for which the Trustee has not yet obtained
reimbursement from the Employer or the Trust Fund. The Trustee may update the
value of any shares held in the Participant Directed Account by reference to
the number of shares held by that Participant, priced at the market value as
of the Valuation Date.

6.2 METHOD OF VALUATION

Valuations must be made in good faith and based on all relevant factors for
determining the fair market value of securities. In the case of a transaction
between a Plan and a disqualified person, value must be determined as of the
date of the transaction. For all other Plan purposes, value must be
determined as of the most recent Valuation Date under the Plan. An
independent appraisal will not in itself be a good faith determination of
value in the case of a transaction between the Plan and a disqualified
person. However, in other cases, a determination of fair market value based
on at least an annual appraisal independently arrived at by a person who
customarily makes such appraisals and who is independent of any party to the
transaction will be deemed to be a good faith determination of value. Company
Stock not readily tradeable on an established securities market shall be
valued by an independent appraiser meeting requirements similar to the
requirements of the Regulations prescribed under Code Section 170(a)(1).

Article VII
DETERMINATION AND DISTRIBUTION OF BENEFITS

7.1 DETERMINATION OF BENEFITS UPON RETIREMENT

Every Participant may terminate employment with the Employer and retire for
the purposes hereof on the Participant's Normal Retirement Date. However, a
Participant may postpone the termination of employment with the Employer to a
later date, in which event the participation of such Participant in the Plan,
including the right to receive allocations pursuant to Section 4.4, shall
continue until such Participant's Late Retirement Date. Upon a Participant's
Retirement Date or attainment of Normal Retirement Date without termination
of employment with the Employer, or as soon thereafter as is practicable, the
Trustee shall distribute, at the election of the Participant, all amounts
credited to such Participant's Combined Account in accordance with Sections
7.5 and 7.6.

7.2 DETERMINATION OF BENEFITS UPON DEATH

(a) Upon the death of a Participant before the Participant's Retirement Date
or other termination of employment, all amounts credited to such
Participant's Combined Account shall become fully Vested. If elected,
distribution of the Participant's Combined Account shall commence not later
than one (1) year after the close of the Plan Year in which such
Participant's death occurs. The Administrator shall direct the Trustee, in
accordance with the provisions of Sections 7.5 and 7.6, to distribute the
value of the deceased Participant's accounts to the Participant's Beneficiary.

(b) Upon the death of a Former Participant, the Administrator shall direct
the Trustee, in accordance with the provisions of Sections 7.5 and 7.6, to
distribute any remaining Vested amounts credited to the accounts of a
deceased Former Participant to such Former Participant's Beneficiary.

(c) Any security interest held by the Plan by reason of an outstanding loan
to the Participant or Former Participant shall be taken into account in
determining the amount of the death benefit.

(d) The Administrator may require such proper proof of death and such
evidence of the right of any person to receive payment of the value of the
account of a deceased Participant or Former Participant as the Administrator
may deem desirable. The Administrator's determination of death and of the
right of any person to receive payment shall be conclusive.

(e) The Beneficiary of the death benefit payable pursuant to this Section
shall be the Participant's spouse. Except, however, the Participant may
designate a Beneficiary other than the spouse if:

(1) the spouse has waived the right to be the Participant's Beneficiary, or
(2) the Participant is legally separated or has been abandoned (within the
meaning of local law) and the Participant has a court order to such effect
(and there is no "qualified domestic relations order" as defined in Code
Section 414(p) which provides otherwise), or
(3) the Participant has no spouse, or
(4) the spouse cannot be located.

In such event, the designation of a Beneficiary shall be made on a form
satisfactory to the Administrator. A Participant may at any time revoke a
designation of a Beneficiary or change a Beneficiary by filing written (or in
such other form as permitted by the Internal Revenue Service) notice of such
revocation or change with the Administrator. However, the Participant's
spouse must again consent in writing (or in such other form as permitted by
the Internal Revenue Service) to any change in Beneficiary unless the
original consent acknowledged that the spouse had the right to limit consent
only to a specific Beneficiary and that the spouse voluntarily elected to
relinquish such right.

(f) In the event no valid designation of Beneficiary exists, or if the
Beneficiary is not alive at the time of the Participant's death, the death
benefit will be paid to the Participant's estate. If the Beneficiary does not
predecease the Participant, but dies prior to distribution of the death
benefit, the death benefit will be paid to the Beneficiary's estate.

(g) Notwithstanding anything in this Section to the contrary, if a
Participant has designated the spouse as a Beneficiary, then a divorce decree
or a legal separation that relates to such spouse shall revoke the
Participant's designation of the spouse as a Beneficiary unless the decree or
a qualified domestic relations order (within the meaning of Code Section
414(p)) provides otherwise.

(h) Any consent by the Participant's spouse to waive any rights to the death
benefit must be in writing (or in such other form as permitted by the
Internal Revenue Service), must acknowledge the effect of such waiver, and be
witnessed by a Plan representative or a notary public. Further, the spouse's
consent must be irrevocable and must acknowledge the specific nonspouse
Beneficiary.

7.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

In the event of a Participant's Total and Permanent Disability prior to the
Participant's Retirement Date or other termination of employment, all amounts
credited to such Participant's Combined Account shall become fully Vested. In
the event of a Participant's Total and Permanent Disability, the
Administrator, in accordance with the provisions of Sections 7.5 and 7.6,
shall direct the distribution to such Participant of all Vested amounts
credited to such Participant's Combined Account. If such Participant elects,
distribution shall commence not later than one (1) year after the close of
the Plan Year in which Total and Permanent Disability occurs.

7.4 DETERMINATION OF BENEFITS UPON TERMINATION

(a) If a Participant's employment with the Employer is terminated for any
reason other than death, Total and Permanent Disability or retirement, then
such Participant shall be entitled to such benefits as are provided
hereinafter pursuant to this Section 7.4.

If a portion of a Participant's Account is forfeited, Company Stock allocated
to the Participant's Company Stock Account must be forfeited only after the
Participant's Other Investments Account has been depleted. If interest in
more than one class of Company Stock has been allocated to a Participant's
Account, the Participant must be treated as forfeiting the same proportion of
each such class.

Distribution of the funds due to a Terminated Participant shall be made on
the occurrence of an event which would result in the distribution had the
Terminated Participant remained in the employ of the Employer (upon the
Participant's death, Total and Permanent Disability or Normal Retirement).
However, at the election of the Participant, the Administrator shall direct
the Trustee that the entire Vested portion of the Terminated Participant's
Combined Account to be payable to such Terminated Participant on or after the
Anniversary Date coinciding with or next following termination of employment
Any distribution under this paragraph shall be made in a manner which is
consistent with and satisfies the provisions of Section 7.5 and 7.6,
including, but not limited to, all notice and consent requirements of Code
Section 411(a)(11) and the Regulations thereunder.

If, for Plan Years beginning after August 5, 1997, the value of a Terminated
Participant's Vested benefit derived from Employer and Employee contributions
does not exceed $5,000 ($3,500 for Plan Years beginning prior to August 6,
1997) and, if the distribution is made prior to March 22, 1999, has never
exceeded $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997) at
the time of any prior distribution, then the Administrator shall direct the
Trustee to cause the entire Vested benefit to be paid to such Participant in
a single lump sum.

(b) A Participant shall become fully Vested in the Participant's Account
immediately upon entry into the Plan.

(c) The computation of a Participant's nonforfeitable percentage of such
Participant's interest in the Plan shall not be reduced as the result of any
direct or indirect amendment to this Plan. In the event that the Plan is
amended to change or modify any vesting schedule, or if the Plan is amended
in any way that directly or indirectly affects the computation of the
Participant's nonforfeitable percentage, or if the Plan is deemed amended by
an automatic change to a top heavy vesting schedule then each Participant
with at least three (3) Years of Service as of the expiration date of the
election period may elect to have such Participant's nonforfeitable
percentage computed under the Plan without regard to such amendment or
change. If a Participant fails to make such election, then such Participant
shall be subject to the new vesting schedule. The Participant's election
period shall commence on the adoption date of the amendment and shall end
sixty (60) days after the latest of:

(1) the adoption date of the amendment,
(2) the effective date of the amendment, or
(3) the date the Participant receives written notice of the amendment from
the Employer or Administrator.

7.5 DISTRIBUTION OF BENEFITS

(a) The Administrator, pursuant to the election of the Participant, shall
direct the Trustee to distribute to a Participant or such Participant's
Beneficiary any amount to which the Participant is entitled under the Plan in
one or more of the following methods:

(1) One lump-sum payment.
(2) Payments over a period certain in monthly, quarterly, semiannual, or
annual installments. The period over which such payment is to be made shall
not extend beyond the earlier of the Participant's life expectancy (or the
life expectancy of the Participant and the Participant's designated
Beneficiary) or the limited distribution period provided for in Section
7.5(b).

(b) Unless the Participant elects in writing (or such other form as permitted
by the Internal Revenue Service) a longer distribution period, distributions
to a Participant or the Participant's Beneficiary attributable to Company
Stock shall be in substantially equal monthly, quarterly, semiannual, or
annual installments over a period not longer than five (5) years. In the case
of a Participant with an account balance attributable to Company Stock in
excess of $500,000, the five (5) year period shall be extended one (1)
additional year (but not more than five (5) additional years) for each
$100,000 or fraction thereof by which such balance exceeds $500,000. The
dollar limits shall be adjusted at the same time and in the same manner as
provided in Code Section 415(d).

(c) Any distribution to a Participant, for Plan Years beginning after August
5, 1997, who has a benefit which exceeds $5,000 ($3,500 for Plan Years
beginning prior to August 6, 1997) or, if the distribution is made prior to
March 22, 1999, has ever exceeded $5,000 ($3,500 for Plan Years beginning
prior to August 6, 1997) at the time of any prior distribution, shall require
such Participant's written (or in such other form as permitted by the Internal
Revenue Service) consent if such distribution commences prior to the time the
benefit is "immediately distributable." A benefit is "immediately
distributable" if any part of the benefit could be distributed to the
Participant (or surviving spouse) before the Participant attains (or would
have attained if not deceased) the later of the Participant's Normal
Retirement Age or age 62. However, for distributions prior to October 17,
2000, if a Participant has begun to receive distributions pursuant to an
optional form of benefit under which at least one scheduled periodic
distribution has not yet been made, and if the value of the Participant's
benefit, determined at the time of the first distribution under that optional
form of benefit, exceeded $5,000 ($3,500 for Plan Years beginning prior to
August 6, 1997), then the value of the Participant's benefit prior to October
17, 2000 is deemed to continue to exceed such amount. With regard to this
required consent:

(1) The Participant must be informed of the right to defer receipt of the
distribution. If a Participant fails to consent, it shall be deemed an
election to defer the commencement of payment of any benefit. However, any
election to defer the receipt of benefits shall not apply with respect to
distributions which are required under Section 7.5(f).
(2) Notice of the rights specified under this paragraph shall be provided no
less than thirty (30) days and no more than ninety (90) days before the date
the distribution commences.
(3) Written (or such other form as permitted by the Internal Revenue Service)
consent of the Participant to the distribution must not be made before the
Participant receives the notice and must not be made more than ninety (90)
days before the date the distribution commences.
(4) No consent shall be valid if a significant detriment is imposed under the
Plan on any Participant who does not consent to the distribution.
Any such distribution may commence less than thirty (30) days after the
notice required under Regulation 1.411(a)-11(c) is given, provided that: (1)
the Administrator clearly informs the Participant that the Participant has a
right to a period of at least thirty (30) days after receiving the notice to
consider the decision of whether or not to elect a distribution (and, if
applicable, a particular distribution option), and (2) the Participant, after
receiving the notice, affirmatively elects a distribution.

(d) Notwithstanding anything herein to the contrary, the Administrator may
direct that cash dividends on shares of Company Stock allocable to
Participants' or Former Participants' Company Stock Accounts be distributed
to such Participants or Former Participants within ninety (90) days after the
close of the Plan Year in which the dividends are paid.

(e) Any part of a Participant's benefit which is retained in the Plan after
the Anniversary Date on which the Participant's participation ends will
continue to be treated as a Company Stock Account or as an Other Investments
Account (subject to Section 7.4(a) as provided in Article IV. However,
neither account will be credited with any further Employer contributions.

(f) Notwithstanding any provision in the Plan to the contrary, the
distribution of a Participant's benefits made on or after January 1, 1997
shall be made in accordance with the following requirements and shall
otherwise comply with Code Section 401(a)(9) and the Regulations thereunder
(including Regulation 1.401(a)(9)-2), the provisions of which are
incorporated herein by reference:

(1) A Participant's benefits shall be distributed or must begin to be
distributed not later than April 1st of the calendar year following the later
of (i) the calendar year in which the Participant attains age 70 1/2 or (ii)
the calendar year in which the Participant retires, provided, however, that
this clause (ii) shall not apply in the case of a Participant who is a "five
(5) percent owner" at any time during the Plan Year ending with or within the
calendar year in which such owner attains age 70 1/2. Such distributions shall
be equal to or greater than any required distribution.

Any Participant attaining age 70 1/2 in years after 1995 may elect by the
April 1st of the calendar year following the year in which the Participant
attained age 70 1/2 (or by December 31, 1997 in the case of a Participant
attaining age 70 1/2 in 1996), to defer distributions until the calendar year
following the calendar year in which the Participant retires.

Alternatively, distributions to a Participant must begin no later than the
applicable April 1st as determined under the preceding paragraph and must be
made over a period certain measured by the life expectancy of the Participant
(or the life expectancies of the Participant and the Participant's designated
Beneficiary) in accordance with Regulations.

(2) Distributions to a Participant and the Participant's Beneficiaries shall
only be made in accordance with the incidental death benefit requirements of
Code Section 401(a)(9)(G) and the Regulations thereunder.
With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum
distribution requirements of Code Section 401(a)(9) in accordance with the
Regulations under Code Section 401(a)(9) that were proposed on January 17,
2001, notwithstanding any provision of the Plan to the contrary. This
amendment shall continue in effect until the end of the last calendar year
beginning before the effective date of final Regulations under Code Section
401(a)(9) or such other date specified in guidance published by the Internal
Revenue Service.

(g) Notwithstanding any provision in the Plan to the contrary, distributions
upon the death of a Participant shall be made in accordance with the
following requirements and shall otherwise comply with Code Section 401(a)(9)
and the Regulations thereunder. If it is determined, pursuant to Regulations,
that the distribution of a Participant's interest has begun and the
Participant dies before the entire interest has been distributed, the
remaining portion of such interest shall be distributed at least as rapidly
as under the method of distribution selected pursuant to Section 7.5as of the
date of death. If a Participant dies before receiving any distributions of the
interest in the Plan or before distributions are deemed to have begun pursuant
to Regulations, then the death benefit shall be distributed to the
Participant's Beneficiaries by December 31st of the calendar year in which
the fifth anniversary of the Participant's date of death occurs.

However, the 5-year distribution requirement of the preceding paragraph shall
not apply to any portion of the deceased Participant's interest which is
payable to or for the benefit of a designated Beneficiary. In such event,
such portion shall be distributed over a period not extending beyond the life
expectancy of such designated Beneficiary provided such distribution begins
not later than December 31st of the calendar year immediately following the
calendar year in which the Participant died. However, in the event the
Participant's spouse (determined as of the date of the Participant's death)
is the designated Beneficiary, the requirement that distributions commence
within one year of a Participant's death shall not apply. In lieu thereof,
distributions must commence on or before the later of: (1) December 31st of
the calendar year immediately following the calendar year in which the
Participant died; or (2) December 31st of the calendar year in which the
Participant would have attained age 70 1/2. If the surviving spouse dies
before distributions to such spouse begin, then the 5-year distribution
requirement of this Section shall apply as if the spouse was the Participant.

(h) For purposes of this Section, the life expectancy of a Participant and a
Participant's spouse shall not be redetermined in accordance with Code
Section 401(a)(9)(D). Life expectancy and joint and last survivor expectancy
shall be computed using the return multiples in Tables V and VI of Regulation
1.72-9.

(i) Except as limited by Sections 7.5 and 7.6, whenever the Trustee is to
make a distribution or to commence a series of payments, the distribution or
series of payments may be made or begun on such date or as soon thereafter as
is practicable. However, unless a Former Participant elects in writing to
defer the receipt of benefits (such election may not result in a death
benefit that is more than incidental), the payment of benefits shall begin
not later than the sixtieth (60th) day after the close of the Plan Year in
which the latest of the following events occurs:

(1) the date on which the Participant attains the earlier of age 65 or the
Normal Retirement Age specified herein;
(2) the tenth (10th) anniversary of the year in which the Participant
commenced participation in the Plan; or
(3) the date the Participant terminates his service with the Employer.

7.6 HOW PLAN BENEFIT WILL BE DISTRIBUTED

(a) Distribution of a Participant's benefit may be made in cash or Company
Stock or both, provided, however, that if a Participant or Beneficiary so
demands, such benefit shall be distributed only in the form of Company Stock.
Prior to making a distribution of benefits, the Administrator shall advise the
Participant or the Participant's Beneficiary, in writing (or such other form
as permitted by the Internal Revenue Service), of the right to demand that
benefits be distributed solely in Company Stock.

(b) If a Participant or Beneficiary demands that benefits be distributed
solely in Company Stock, distribution of a Participant's benefit will be made
entirely in whole shares or other units of Company Stock. Any balance in a
Participant's Other Investments Account will be applied to acquire for
distribution the maximum number of whole shares or other units of Company
Stock at the then fair market value. Any fractional unit value unexpended
will be distributed in cash. If Company Stock is not available for purchase
by the Trustee, then the Trustee shall hold such balance until Company Stock
is acquired and then make such distribution, subject to Sections 7.5(i) and
7.5(f).

(c) The Trustee will make distribution from the Trust only on instructions
from the Administrator.

(d) Notwithstanding anything contained herein to the contrary, if the
Employer charter or by-laws restrict ownership of substantially all shares of
Company Stock to Employees and the Trust Fund, as described in Code Section
409(h)(2)(B)(ii)(I), the Administrator shall distribute a Participant's
Combined Account entirely in cash without granting the Participant the right
to demand distribution in shares of Company Stock.

(e) Except as otherwise provided herein, Company Stock distributed by the
Trustee may be restricted as to sale or transfer by the by-laws or articles
of incorporation of the Employer, provided restrictions are applicable to all
Company Stock of the same class. If a Participant is required to offer the
sale of Company Stock to the Employer before offering to sell Company Stock
to a third party, in no event may the Employer pay a price less than that
offered to the distributee by another potential buyer making a bona fide
offer and in no event shall the Trustee pay a price less than the fair market
value of the Company Stock.

(f) If Company Stock acquired with the proceeds of an Exempt Loan (described
in Section 5.3 hereof) is available for distribution and consists of more
than one class, a Participant or the Participant's Beneficiary must receive
substantially the same proportion of each such class.

7.7 DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY

In the event a distribution is to be made to a minor or incompetent
Beneficiary, then the Administrator may direct that such distribution be paid
to the legal guardian, or if none in the case of a minor Beneficiary, to a
parent of such Beneficiary or a responsible adult with whom the Beneficiary
maintains residence, or to the custodian for such Beneficiary under the
Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted by the
laws of the state in which said Beneficiary resides. Such a payment to the
legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

7.8 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

In the event that all, or any portion, of the distribution payable to a
Participant or Beneficiary hereunder shall, at the later of the Participant's
attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason
of the inability of the Administrator, after sending a registered letter,
return receipt requested, to the last known address, and after further
diligent effort, to ascertain the whereabouts of such Participant or
Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. Notwithstanding the foregoing, effective 1/1/2002, or
if later, the adoption date of this amendment and restatement, if the value
of a Participant's Vested benefit derived from Employer and Employee
contributions does not exceed $5,000 ($3,500 for Plan Years beginning prior
to August 6, 1997), then the amount distributable may, in the sole discretion
of the Administrator, either be treated as a Forfeiture, or be paid directly
to an individual retirement account described in Code Section 408(a) or
individual retirement annuity described in Code Section 408(b) at the time it
is determined that the whereabouts of the Participant or the Participant's
Beneficiary cannot be ascertained. In the event a Participant or Beneficiary
is located subsequent to the Forfeiture, such benefit shall be restored,
first from Forfeitures, if any, and then from an additional Employer
contribution if necessary. However, regardless of the preceding, a benefit
which is lost by reason of escheat under applicable state law is not treated
as a Forfeiture for purposes of this Section nor as an impermissible
forfeiture under the Code.

7.9 NONTERMINABLE PROTECTIONS AND RIGHTS

No Company Stock acquired with the proceeds of a loan described in Section
5.3 hereof may be subject to a put, call, or other option, or buy-sell or
similar arrangement when held by and when distributed from the Trust Fund,
whether or not the Plan is then an ESOP. The protections and rights granted
in this Section are nonterminable, and such protections and rights shall
continue to exist under the terms of this Plan so long as any Company Stock
acquired with the proceeds of a loan described in Section 5.3 hereof is held
by the Trust Fund or by any Participant or other person for whose benefit
such protections and rights have been created, and neither the repayment of
such loan nor the failure of the Plan to be an ESOP, nor an amendment of the
Plan shall cause a termination of said protections and rights.

7.10 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

All rights and benefits, including elections, provided to a Participant in
this Plan shall be subject to the rights afforded to any "alternate payee"
under a "qualified domestic relations order." Furthermore, a distribution to
an "alternate payee" shall be permitted if such distribution is authorized by
a "qualified domestic relations order," even if the affected Participant has
not separated from service and has not reached the "earliest retirement age"
under the Plan. For the purposes of this Section, "alternate payee,"
"qualified domestic relations order" and "earliest retirement age" shall have
the meaning set forth under Code Section 414(p).

Article VIII
TRUSTEE

8.1 BASIC RESPONSIBILITIES OF THE TRUSTEE

(a) The Trustee shall have the following categories of responsibilities:

(1) Consistent with the "funding policy and method" determined by the
Employer, to invest, manage, and control the Plan assets subject, however, to
the direction of a Participant with respect to Participant Directed Accounts,
the Employer or an Investment Manager if the Trustee should appoint such
manager as to all or a portion of the assets of the Plan;
(2) At the direction of the Administrator, to pay benefits required under the
Plan to be paid to Participants, or, in the event of their death, to their
Beneficiaries; and
(3) To maintain records of receipts and disbursements and furnish to the
Employer and/or Administrator for each Plan Year a written annual report
pursuant to Section 8.8.

(b) In the event that the Trustee shall be directed by a Participant
(pursuant to the Participant Direction Procedures), or the Employer, or an
Investment Manager with respect to the investment of any or all Plan assets,
the Trustee shall have no liability with respect to the investment of such
assets, but shall be responsible only to execute such investment instructions
as so directed.

(1) The Trustee shall be entitled to rely fully on the written (or other form
acceptable to the Administrator and the Trustee, including, but not limited
to, voice recorded) instructions of a Participant (pursuant to the
Participant Direction Procedures), or the Employer, or any Fiduciary or
nonfiduciary agent of the Employer, in the discharge of such duties, and
shall not be liable for any loss or other liability, resulting from such
direction (or lack of direction) of the investment of any part of the Plan
assets.
(2) The Trustee may delegate the duty of executing such instructions to any
nonfiduciary agent, which may be an affiliate of the Trustee or any Plan
representative.
(3) The Trustee may refuse to comply with any direction from the Participant
in the event the Trustee, in its sole and absolute discretion, deems such
directions improper by virtue of applicable law. The Trustee shall not be
responsible or liable for any loss or expense which may result from the
Trustee's refusal or failure to comply with any directions from the
Participant.
(4) Any costs and expenses related to compliance with the Participant's
directions shall be borne by the Participant's Directed Account, unless paid
by the Employer.

(c) If there shall be more than one Trustee, they shall act by a majority of
their number, but may authorize one or more of them to sign papers on their
behalf.

8.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

(a) The Trustee shall invest and reinvest the Trust Fund to keep the Trust
Fund invested without distinction between principal and income and in such
securities or property, real or personal, wherever situated, as the Trustee
shall deem advisable, including, but not limited to, stocks, common or
preferred, open-end or close-end mutual funds, bonds and other evidences of
indebtedness or ownership, and real estate or any interest therein. The
Trustee shall at all times in making investments of the Trust Fund consider,
among other factors, the short and long-term financial needs of the Plan on
the basis of information furnished by the Employer. In making such
investments, the Trustee shall not be restricted to securities or other
property of the character expressly authorized by the applicable law for
trust investments; however, the Trustee shall give due regard to any
limitations imposed by the Code or the Act so that at all times the Plan may
qualify as an Employee Stock Ownership Plan and Trust.

(b) The Trustee may employ a bank or trust company pursuant to the terms of
its usual and customary bank agency agreement, under which the duties of such
bank or trust company shall be of a custodial, clerical and record-keeping
nature.

(c) In the event the Trustee invests any part of the Trust Fund, pursuant to
the directions of the Administrator, in any shares of stock issued by the
Employer, and the Administrator thereafter directs the Trustee to dispose of
such investment, or any part thereof, under circumstances which, in the
opinion of counsel for the Trustee, require registration of the securities
under the Securities Act of 1933 and/or qualification of the securities under
the Blue Sky laws of any state or states, then the Employer at its own
expense, will take or cause to be taken any and all such action as may be
necessary or appropriate to effect such registration and/or qualification.

8.3 OTHER POWERS OF THE TRUSTEE

The Trustee, in addition to all powers and authorities under common law,
statutory authority, including the Act, and other provisions of the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

(a) To purchase, or subscribe for, any securities or other property and to
retain the same. In conjunction with the purchase of securities, margin
accounts may be opened and maintained;

(b) To sell, exchange, convey, transfer, grant options to purchase, or
otherwise dispose of any securities or other property held by the Trustee, by
private contract or at public auction. No person dealing with the Trustee
shall be bound to see to the application of the purchase money or to inquire
into the validity, expediency, or propriety of any such sale or other
disposition, with or without advertisement;

(c) To vote upon any stocks, bonds, or other securities; to give general or
special proxies or powers of attorney with or without power of substitution;
to exercise any conversion privileges, subscription rights or other options,
and to make any payments incidental thereto; to oppose, or to consent to, or
otherwise participate in, corporate reorganizations or other changes
affecting corporate securities, and to delegate discretionary powers, and to
pay any assessments or charges in connection therewith; and generally to
exercise any of the powers of an owner with respect to stocks, bonds,
securities, or other property. However, the Trustee shall not vote proxies
relating to securities for which it has not been assigned full investment
management responsibilities. In those cases where another party has such
investment authority or discretion, the Trustee will deliver all proxies to
said party who will then have full responsibility for voting those proxies;

(d) To cause any securities or other property to be registered in the
Trustee's own name or in the name of one or more of the Trustee's nominees,
in a clearing corporation, in a depository, or in entry form or in bearer
form, but the books and records of the Trustee shall at all times show that
all such investments are part of the Trust Fund;

(e) To borrow or raise money for the purposes of the Plan in such amount, and
upon such terms and conditions, as the Trustee shall deem advisable; and for
any sum so borrowed, to issue a promissory note as Trustee, and to secure the
repayment thereof by pledging all, or any part, of the Trust Fund; and no
person lending money to the Trustee shall be bound to see to the application
of the money lent or to inquire into the validity, expediency, or propriety
of any borrowing;

(f) To keep such portion of the Trust Fund in cash or cash balances as the
Trustee may, from time to time, deem to be in the best interests of the Plan,
without liability for interest thereon;

(g) To accept and retain for such time as the Trustee may deem advisable any
securities or other property received or acquired as Trustee hereunder,
whether or not such securities or other property would normally be purchased
as investments hereunder;

(h) To make, execute, acknowledge, and deliver any and all documents of
transfer and conveyance and any and all other instruments that may be
necessary or appropriate to carry out the powers herein granted;

(i) To settle, compromise, or submit to arbitration any claims, debts, or
damages due or owing to or from the Plan, to commence or defend suits or
legal or administrative proceedings, and to represent the Plan in all suits
and legal and administrative proceedings;

(j) To employ suitable agents and counsel and to pay their reasonable
expenses and compensation, and such agent or counsel may or may not be agent
or counsel for the Employer;

(k) To apply for and procure from responsible insurance companies, to be
selected by the Administrator, as an investment of the Trust Fund such
annuity, or other Contracts (on the life of any Participant) as the
Administrator shall deem proper; to exercise, at any time or from time to
time, whatever rights and privileges may be granted under such annuity, or
other Contracts; to collect, receive, and settle for the proceeds of all such
annuity or other Contracts as and when entitled to do so under the provisions
thereof;

(l) To invest funds of the Trust in time deposits or savings accounts bearing
a reasonable rate of interest or in cash or cash balances without liability
for interest thereon;

(m) To invest in Treasury Bills and other forms of United States government
obligations;

(n) To invest in shares of investment companies registered under the
Investment Company Act of 1940;

(o) To deposit monies in federally insured savings accounts or certificates
of deposit in banks or savings and loan associations;

(p) To vote Company Stock as provided in Section 8.5;

(q) To consent to or otherwise participate in reorganizations,
recapitalizations, consolidations, mergers and similar transactions with
respect to Company Stock or any other securities and to pay any assessments
or charges in connection therewith;

(r) To deposit such Company Stock (but only if such deposit does not violate
the provisions of Section 8.5 hereof) or other securities in any voting
trust, or with any protective or like committee, or with a trustee or with
depositories designated thereby;

(s) To sell or exercise any options, subscription rights and conversion
privileges and to make any payments incidental thereto;

(t) To exercise any of the powers of an owner, with respect to such Company
Stock and other securities or other property comprising the Trust Fund. The
Administrator, with the Trustee's approval, may authorize the Trustee to act
on any administrative matter or class of matters with respect to which
direction or instruction to the Trustee by the Administrator is called for
hereunder without specific direction or other instruction from the
Administrator;

(u) To sell, purchase and acquire put or call options if the options are
traded on and purchased through a national securities exchange registered
under the Securities Exchange Act of 1934, as amended, or, if the options are
not traded on a national securities exchange, are guaranteed by a member firm
of the New York Stock Exchange regardless of whether such options are covered;

(v) To appoint a nonfiduciary agent or agents to assist the Trustee in
carrying out any investment instructions of Participants and of any
Investment Manager or Fiduciary, and to compensate such agent(s) from the
assets of the Plan, to the extent not paid by the Employer;

(w) To do all such acts and exercise all such rights and privileges, although
not specifically mentioned herein, as the Trustee may deem necessary to carry
out the purposes of the Plan.

8.4 LOANS TO PARTICIPANTS

(a) The Trustee may, in the Trustee's discretion, make loans to Participants
and Beneficiaries under the following circumstances: (1) loans shall be made
available to all Participants and Beneficiaries on a reasonably equivalent
basis; (2) loans shall not be made available to Highly Compensated Employees
in an amount greater than the amount made available to other Participants and
Beneficiaries; (3) loans shall bear a reasonable rate of interest; (4) loans
shall be adequately secured; and (5) loans shall provide for periodic
repayment over a reasonable period of time.

(b) Loans made pursuant to this Section (when added to the outstanding
balance of all other loans made by the Plan to the Participant) may, in
accordance with a uniform and nondiscriminatory policy established by the
Administrator, be limited to the lesser of:

(1) $50,000 reduced by the excess (if any) of the highest outstanding balance
of loans from the Plan to the Participant during the one year period ending on
the day before the date on which such loan is made, over the outstanding
balance of loans from the Plan to the Participant on the date on which such
loan was made, or
(2) one-half (1/2) of the present value of the non-forfeitable accrued
benefit of the Participant under the Plan.
For purposes of this limit, all plans of the Employer shall be considered one
plan.

(c) Loans shall provide for level amortization with payments to be made not
less frequently than quarterly over a period not to exceed five (5) years.
However, loans used to acquire any dwelling unit which, within a reasonable
time, is to be used (determined at the time the loan is made) as a "principal
residence" of the Participant shall provide for periodic repayment over a
reasonable period of time that may exceed five (5) years. For this purpose, a
"principal residence" has the same meaning as a "principal residence" under
Code Section 1034. Loan repayments may be suspended under this Plan as
permitted under Code Section 414(u)(4).

(d) Any loans granted or renewed shall be made pursuant to a Participant loan
program. Such loan program shall be established in writing and must include,
but need not be limited to, the following:

(1) the identity of the person or positions authorized to administer the
Participant loan program;
(2) a procedure for applying for loans;
(3) the basis on which loans will be approved or denied;
(4) limitations, if any, on the types and amounts of loans offered, including
what constitutes a hardship or financial need;
(5) the procedure under the program for determining a reasonable rate of
interest;
(6) the types of collateral which may secure a Participant loan; and
(7) the events constituting default and the steps that will be taken to
preserve Plan assets.

Such Participant loan program shall be contained in a separate written
document which, when properly executed, is hereby incorporated by reference
and made a part of the Plan. Furthermore, such Participant loan program may
be modified or amended in writing from time to time without the necessity of
amending this Section.

(e) Notwithstanding anything in this Plan to the contrary, if a Participant
or Beneficiary defaults on a loan made pursuant to this Section, then the
loan default will be a distributable event to the extent permitted by the
Code and Regulations.

(f) Notwithstanding anything in this Section to the contrary, any loans made
prior to the date this amendment and restatement is adopted  shall be subject
to the terms of the plan in effect at the time such loan was made.

8.5 VOTING COMPANY STOCK

The Trustee shall vote all Company Stock held by it as part of the Plan
assets. Provided, however, that if any agreement entered into by the Trust
provides for voting of any shares of Company Stock pledged as security for
any obligation of the Plan, then such shares of Company Stock shall be voted
in accordance with such agreement. If the Trustee does not timely receive
voting directions from a Participant or Beneficiary with respect to any
Company Stock allocated to that Participant's or Beneficiary's Company Stock
Account, the Trustee shall vote such Company Stock.

Notwithstanding the foregoing, if the Employer has a registration-type class
of securities, each Participant or Beneficiary shall be entitled to direct
the Trustee as to the manner in which the Company Stock which is entitled to
vote and which is allocated to the Company Stock Account of such Participant
or Beneficiary is to be voted. If the Employer does not have a
registration-type class of securities, each Participant or Beneficiary in the
Plan shall be entitled to direct the Trustee as to the manner in which voting
rights on shares of Company Stock which are allocated to the Company Stock
Account of such Participant or Beneficiary are to be exercised with respect
to any corporate matter which involves the voting of such shares with respect
to 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 prescribed in Regulations. For purposes of this Section the term
"registration-type class of securities" means: (A) a class of securities
required to be registered under Section 12 of the Securities Exchange Act of
1934; and (B) a class of securities which would be required to be so
registered except for the exemption from registration provided in subsection
(g)(2)(H) of such Section 12.

If the Employer does not have a registration-type class of securities and the
by-laws of the Employer require the Plan to vote an issue in a manner that
reflects a one-man, one-vote philosophy, each Participant or Beneficiary
shall be entitled to cast one vote on an issue and the Trustee shall vote the
shares held by the Plan in proportion to the results of the votes cast on the
issue by the Participants and Beneficiaries.

8.6 DUTIES OF THE TRUSTEE REGARDING PAYMENTS

At the direction of the Administrator, the Trustee shall, from time to time,
in accordance with the terms of the Plan, make payments out of the Trust
Fund. The Trustee shall not be responsible in any way for the application of
such payments.

8.7 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

The Trustee shall be paid such reasonable compensation as set forth in the
Trustee's fee schedule (if the Trustee has such a schedule) or as agreed upon
in writing by the Employer and the Trustee. However, an individual serving as
Trustee who already receives full-time pay from the Employer shall not
receive compensation from the Plan. In addition, the Trustee shall be
reimbursed for any reasonable expenses, including reasonable counsel fees
incurred by it as Trustee. Such compensation and expenses shall be paid from
the Trust Fund unless paid or advanced by the Employer. All taxes of any kind
whatsoever that may be levied or assessed under existing or future laws upon,
or in respect of, the Trust Fund or the income thereof, shall be paid from
the Trust Fund.

8.8 ANNUAL REPORT OF THE TRUSTEE

(a) Within a reasonable period of time after the later of the Anniversary
Date or receipt of the Employer contribution for each Plan Year, the Trustee,
or its agent, shall furnish to the Employer and Administrator a written
statement of account with respect to the Plan Year for which such
contribution was made setting forth:

(1) the net income, or loss, of the Trust Fund;
(2) the gains, or losses, realized by the Trust Fund upon sales or other
disposition of the assets;
(3) the increase, or decrease, in the value of the Trust Fund;
(4) all payments and distributions made from the Trust Fund; and
(5) such further information as the Trustee and/or Administrator deems
appropriate.

(b) The Employer, promptly upon its receipt of each such statement of
account, shall acknowledge receipt thereof in writing and advise the Trustee
and/or Administrator of its approval or disapproval thereof. Failure by the
Employer to disapprove any such statement of account within thirty (30) days
after its receipt thereof shall be deemed an approval thereof. The approval
by the Employer of any statement of account shall be binding on the Employer
and the Trustee as to all matters contained in the statement to the same
extent as if the account of the Trustee had been settled by judgment or
decree in an action for a judicial settlement of its account in a court of
competent jurisdiction in which the Trustee, the Employer and all persons
having or claiming an interest in the Plan were parties. However, nothing
contained in this Section shall deprive the Trustee of its right to have its
accounts judicially settled if the Trustee so desires.

8.9 AUDIT

(a) If an audit of the Plan's records shall be required by the Act and the
regulations thereunder for any Plan Year, the Administrator shall direct the
Trustee to engage on behalf of all Participants an independent qualified
public accountant for that purpose. Such accountant shall, after an audit of
the books and records of the Plan in accordance with generally accepted
auditing standards, within a reasonable period after the close of the Plan
Year, furnish to the Administrator and the Trustee a report of the audit
setting forth the accountant's opinion as to whether any statements,
schedules or lists that are required by Act Section 103 or the Secretary of
Labor to be filed with the Plan's annual report, are presented fairly in
conformity with generally accepted accounting principles applied consistently.

(b) All auditing and accounting fees shall be an expense of and may, at the
election of the Employer, be paid from the Trust Fund.

(c) If some or all of the information necessary to enable the Administrator
to comply with Act Section 103 is maintained by a bank, insurance company, or
similar institution, regulated, supervised, and subject to periodic
examination by a state or federal agency, then it shall transmit and certify
the accuracy of that information to the Administrator as provided in Act
Section 103(b) within one hundred twenty (120) days after the end of the Plan
Year or by such other date as may be prescribed under regulations of the
Secretary of Labor.

8.10 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

(a) Unless otherwise agreed to by both the Trustee and the Employer, a
Trustee may resign at any time by delivering to the Employer, at least thirty
(30) days before its effective date, a written notice of resignation.

(b) Unless otherwise agreed to by both the Trustee and the Employer, the
Employer may remove a Trustee at any time by delivering to the Trustee, at
least thirty (30) days before its effective date, a written notice of such
Trustee's removal.

(c) Upon the death, resignation, incapacity, or removal of any Trustee, a
successor may be appointed by the Employer; and such successor, upon
accepting such appointment in writing and delivering same to the Employer,
shall, without further act, become vested with all the powers and
responsibilities of the predecessor as if such successor had been originally
named as a Trustee herein. Until such a successor is appointed, the remaining
Trustee or Trustees shall have full authority to act under the terms of the
Plan.

(d) The Employer may designate one or more successors prior to the death,
resignation, incapacity, or removal of a Trustee. In the event a successor is
so designated by the Employer and accepts such designation, the successor
shall, without further act, become vested with all the powers and
responsibilities of the predecessor as if such successor had been named as
Trustee herein immediately upon the death, resignation, incapacity, or
removal of the predecessor.

(e) Whenever any Trustee hereunder ceases to serve as such, the Trustee shall
furnish to the Employer and Administrator a written statement of account with
respect to the portion of the Plan Year during which the individual or entity
served as Trustee. This statement shall be either (i) included as part of the
annual statement of account for the Plan Year required under Section 8.8 or
(ii) set forth in a special statement. Any such special statement of account
should be rendered to the Employer no later than the due date of the annual
statement of account for the Plan Year. The procedures set forth in Section
8.8 for the approval by the Employer of annual statements of account shall
apply to any special statement of account rendered hereunder and approval by
the Employer of any such special statement in the manner provided in Section
8.8 shall have the same effect upon the statement as the Employer's approval
of an annual statement of account. No successor to the Trustee shall have any
duty or responsibility to investigate the acts or transactions of any
predecessor who has rendered all statements of account required by Section
8.8 and this subparagraph.

8.11 TRANSFER OF INTEREST

Notwithstanding any other provision contained in this Plan, the Trustee at
the direction of the Administrator shall transfer the Vested interest, if
any, of a Participant to another trust forming part of a pension, profit
sharing or stock bonus plan maintained by such Participant's new employer and
represented by said employer in writing as meeting the requirements of Code
Section 401(a), provided that the trust to which such transfers are made
permits the transfer to be made.

8.12 TRUSTEE INDEMNIFICATION

Employer agrees to indemnify and hold harmless the Trustee against any and
all claims, losses, damages, expenses and liabilities the Trustee may incur
in the exercise and performance of the Trustee's power and duties hereunder,
unless the same are determined to be due to gross negligence or willful
misconduct.

8.13 DIRECT ROLLOVER

(a) Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a "distributee's" election under this Section, a
"distributee" may elect, at the time and in the manner prescribed by the
Administrator, to have any portion of an "eligible rollover distribution"
that is equal to at least $500 paid directly to an "eligible retirement plan"
specified by the "distributee" in a "direct rollover."

(b) For purposes of this Section the following definitions shall apply:

(1) 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); the portion of any other distribution that is
not includible in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to employer securities); any
hardship distribution described in Code Section 401(k)(2)(B)(i)(IV); and any
other distribution that is reasonably expected to total less than $200 during
a year.
(2) 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.
(3) 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.
(4) A "direct rollover" is a payment by the Plan to the "eligible retirement
plan" specified by the "distributee."

Article IX
AMENDMENT, TERMINATION AND MERGERS

9.1 AMENDMENT

(a) The Employer shall have the right at any time to amend this Plan subject
to the limitations of this Section. However, any amendment which affects the
rights, duties or responsibilities of the Trustee or Administrator, may only
be made with the Trustee's or Administrator's written consent. Any such
amendment shall become effective as provided therein upon its execution. The
Trustee shall not be required to execute any such amendment unless the
amendment affects the duties of the Trustee hereunder.

(b) No amendment to the Plan shall be effective if it authorizes or permits
any part of the Trust Fund (other than such part as is required to pay taxes
and administration expenses) to be used for or diverted to any purpose other
than for the exclusive benefit of the Participants or their Beneficiaries or
estates; or causes any reduction in the amount credited to the account of any
Participant; or causes or permits any portion of the Trust Fund to revert to
or become property of the Employer.

(c) Except as permitted by Regulations (including Regulation 1.411(d)-4) or
other IRS guidance, no Plan amendment or transaction having the effect of a
Plan amendment (such as a merger, plan transfer or similar transaction) shall
be effective if it eliminates or reduces any "Section 411(d)(6) protected
benefit" or adds or modifies conditions relating to "Section 411(d)(6)
protected benefits" which results in a further restriction on such benefit
unless such "Section 411(d)(6) protected benefits" are preserved with respect
to benefits accrued as of the later of the adoption date or effective date of
the amendment. "Section 411(d)(6) protected benefits" are benefits described
in Code Section 411(d)(6)(A), early retirement benefits and retirement-type
subsidies, and optional forms of benefit. A Plan amendment that eliminates or
restricts the ability of a Participant to receive payment of the Participant's
interest in the Plan under a particular optional form of benefit will be
permissible if the amendment satisfies the conditions in (1) and (2) below:

(1) The amendment provides a single-sum distribution form that is otherwise
identical to the optional form of benefit eliminated or restricted. For
purposes of this condition (1), a single-sum distribution form is otherwise
identical only if it is identical in all respects to the eliminated or
restricted optional form of benefit (or would be identical except that it
provides greater rights to the Participant) except with respect to the timing
of payments after commencement.
(2) The amendment is not effective unless the amendment provides that the
amendment shall not apply to any distribution with an annuity starting date
earlier than the earlier of: (i) the ninetieth (90th) day after the date the
Participant receiving the distribution has been furnished a summary that
reflects the amendment and that satisfies the Act requirements at 29 CFR
2520.104b-3 (relating to a summary of material modifications) or (ii) the
first day of the second Plan Year following the Plan Year in which the
amendment is adopted.

In addition, no such amendment shall have the effect of terminating the
protections and rights set forth in Section 7.9, unless such termination
shall then be permitted under the applicable provisions of the Code and
Regulations; such a termination is currently expressly prohibited by
Regulation 54.4975-11(a)(3)(ii).

9.2 TERMINATION

(a) The Employer shall have the right at any time to terminate the Plan by
delivering to the Trustee and Administrator written notice of such
termination. Upon any full or partial termination, all amounts credited to
the affected Participants' Combined Accounts shall become 100% Vested as
provided in Section 7.4 and shall not thereafter be subject to forfeiture,
and all unallocated amounts, including Forfeitures, shall be allocated to the
accounts of all Participants in accordance with the provisions hereof.

(b) Upon the full termination of the Plan, the Employer shall direct the
distribution of the assets of the Trust Fund to Participants in a manner
which is consistent with and satisfies the provisions of Sections 7.5 and
7.6. Except as permitted by Regulations, the termination of the Plan shall
not result in the reduction of "Section 411(d)(6) protected benefits" in
accordance with Section 9.1(c).

9.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

This Plan and Trust may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event
of a termination of the Plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger
or consolidation, and such transfer, merger or consolidation does not
otherwise result in the elimination or reduction of any "Section 411(d)(6)
protected benefits" in accordance with Section 9.1(c).

Article X
TOP HEAVY

10.1 TOP HEAVY PLAN REQUIREMENTS

For any Top Heavy Plan Year, the Plan shall provide the special vesting
requirements of Code Section 416(b) pursuant to Section 7.4 of the Plan and
the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.4of the Plan.

10.2 DETERMINATION OF TOP HEAVY STATUS

(a) This Plan shall be a Top Heavy Plan for any Plan Year in which, as of the
Determination Date, (1) the Present Value of Accrued Benefits of Key Employees
and (2) the sum of the Aggregate Accounts of Key Employees under this Plan and
all plans of an Aggregation Group, exceeds sixty percent (60%) of the Present
Value of Accrued Benefits and the Aggregate Accounts of all Key and Non-Key
Employees under this Plan and all plans of an Aggregation Group.

If any Participant is a Non-Key Employee for any Plan Year, but such
Participant was a Key Employee for any prior Plan Year, such Participant's
Present Value of Accrued Benefit and/or Aggregate Account balance shall not
be taken into account for purposes of determining whether this Plan is a Top
Heavy Plan (or whether any Aggregation Group which includes this Plan is a
Top Heavy Group). In addition, if a Participant or Former Participant has not
performed any services for any Employer maintaining the Plan at any time
during the five year period ending on the Determination Date, any accrued
benefit for such Participant or Former Participant shall not be taken into
account for the purposes of determining whether this Plan is a Top Heavy Plan.

(b) Aggregate Account: A Participant's Aggregate Account as of the
Determination Date is the sum of:

(1) the Participant's Combined Account balance as of the most recent
valuation occurring within a twelve (12) month period ending on the
Determination Date.
(2) an adjustment for any contributions due as of the Determination Date.
Such adjustment shall be the amount of any contributions actually made after
the Valuation Date but due on or before the Determination Date, except for
the first Plan Year when such adjustment shall also reflect the amount of any
contributions made after the Determination Date that are allocated as of a
date in that first Plan Year.
(3) any Plan distributions made within the Plan Year that includes the
Determination Date or within the four (4) preceding Plan Years. However, in
the case of distributions made after the Valuation Date and prior to the
Determination Date, such distributions are not included as distributions for
top heavy purposes to the extent that such distributions are already included
in the Participant's Aggregate Account balance as of the Valuation Date.
Notwithstanding anything herein to the contrary, all distributions, including
distributions under a terminated plan which if it had not been terminated
would have been required to be included in an Aggregation Group, will be
counted. Further, distributions from the Plan (including the cash value of
life insurance policies) of a Participant's account balance because of death
shall be treated as a distribution for the purposes of this paragraph.
(4) any Employee contributions, whether voluntary or mandatory. However,
amounts attributable to tax deductible qualified voluntary employee
contributions shall not be considered to be a part of the Participant's
Aggregate Account balance.
(5) with respect to unrelated rollovers and plan-to-plan transfers (ones
which are both initiated by the Employee and made from a plan maintained by
one employer to a plan maintained by another employer), if this Plan provides
the rollovers or plan-to-plan transfers, it shall always consider such
rollovers or plan-to-plan transfers as a distribution for the purposes of
this Section. If this Plan is the plan accepting such rollovers or
plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan
transfers as part of the Participant's Aggregate Account balance.
(6) with respect to related rollovers and plan-to-plan transfers (ones either
not initiated by the Employee or made to a plan maintained by the same
employer), if this Plan provides the rollover or plan-to-plan transfer, it
shall not be counted as a distribution for purposes of this Section. If this
Plan is the plan accepting such rollover or plan-to-plan transfer, it shall
consider such rollover or plan-to-plan transfer as part of the Participant's
Aggregate Account balance, irrespective of the date on which such rollover or
plan-to-plan transfer is accepted.
(7) For the purposes of determining whether two employers are to be treated
as the same employer in (5) and (6) above, all employers aggregated under
Code Section 414(b), (c), (m) and (o) are treated as the same employer.

(c) "Aggregation Group" means either a Required Aggregation Group or a
Permissive Aggregation Group as hereinafter determined.

(1) Required Aggregation Group: In determining a Required Aggregation Group
hereunder, each plan of the Employer in which a Key Employee is a participant
in the Plan Year containing the Determination Date or any of the four
preceding Plan Years, and each other plan of the Employer which enables any
plan in which a Key Employee participates to meet the requirements of Code
Sections 401(a)(4) or 410, will be required to be aggregated. Such group
shall be known as a Required Aggregation Group.
In the case of a Required Aggregation Group, each plan in the group will be
considered a Top Heavy Plan if the Required Aggregation Group is a Top Heavy
Group. No plan in the Required Aggregation Group will be considered a Top
Heavy Plan if the Required Aggregation Group is not a Top Heavy Group.

(2) Permissive Aggregation Group: The Employer may also include any other
plan not required to be included in the Required Aggregation Group, provided
the resulting group, taken as a whole, would continue to satisfy the
provisions of Code Sections 401(a)(4) and 410. Such group shall be known as a
Permissive Aggregation Group.

In the case of a Permissive Aggregation Group, only a plan that is part of
the Required Aggregation Group will be considered a Top Heavy Plan if the
Permissive Aggregation Group is a Top Heavy Group. No plan in the Permissive
Aggregation Group will be considered a Top Heavy Plan if the Permissive
Aggregation Group is not a Top Heavy Group.

(3) Only those plans of the Employer in which the Determination Dates fall
within the same calendar year shall be aggregated in order to determine
whether such plans are Top Heavy Plans.

(4) An Aggregation Group shall include any terminated plan of the Employer if
it was maintained within the last five (5) years ending on the Determination
Date.

(d) "Determination Date" means (a) the last day of the preceding Plan Year,
or (b) in the case of the first Plan Year, the last day of such Plan Year.

(e) Present Value of Accrued Benefit: In the case of a defined benefit plan,
the Present Value of Accrued Benefit for a Participant other than a Key
Employee, shall be as determined using the single accrual method used for all
plans of the Employer and Affiliated Employers, or if no such single method
exists, using a method which results in benefits accruing not more rapidly
than the slowest accrual rate permitted under Code Section 411(b)(1)(C). The
determination of the Present Value of Accrued Benefit shall be determined as
of the most recent valuation date that falls within or ends with the 12_month
period ending on the Determination Date except as provided in Code Section 416
and the Regulations thereunder for the first and second plan years of a
defined benefit plan.

(f) "Top Heavy Group" means an Aggregation Group in which, as of the
Determination Date, the sum of:

(1) the Present Value of Accrued Benefits of Key Employees under all defined
benefit plans included in the group, and
(2) the Aggregate Accounts of Key Employees under all defined contribution
plans included in the group,
exceeds sixty percent (60%) of a similar sum determined for all Participants.

Article XI
MISCELLANEOUS

11.1 PARTICIPANT'S RIGHTS

This Plan shall not be deemed to constitute a contract between the Employer
and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan
shall be deemed to give any Participant or Employee the right to be retained
in the service of the Employer or to interfere with the right of the Employer
to discharge any Participant or Employee at any time regardless of the effect
which such discharge shall have upon the Employee as a Participant of this
Plan.

11.2 ALIENATION

(a) Subject to the exceptions provided below, and as otherwise permitted by
the Code and Act, no benefit which shall be payable out of the Trust Fund to
any person (including a Participant or the Participant's Beneficiary) shall
be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, or charge the same shall
be void; and no such benefit shall in any manner be liable for, or subject
to, the debts, contracts, liabilities, engagements, or torts of any such
person, nor shall it be subject to attachment or legal process for or against
such person, and the same shall not be recognized by the Trustee, except to
such extent as may be required by law.

(b) Subsection (a) shall not apply to the extent a Participant or Beneficiary
is indebted to the Plan by reason of a loan made pursuant to Section 8.4, as a
result of a loan from the Plan. At the time a distribution is to be made to or
for a Participant's or Beneficiary's benefit, such proportion of the amount to
be distributed as shall equal such indebtedness shall be paid to the Plan, to
apply against or discharge such indebtedness. Prior to making a payment,
however, the Participant or Beneficiary must be given written notice by the
Administrator that such indebtedness is to be so paid in whole or part from
the Participant's Combined Account. If the Participant or Beneficiary does
not agree that the indebtedness is a valid claim against the Vested
Participant's Combined Account, the Participant or Beneficiary shall be
entitled to a review of the validity of the claim in accordance with
procedures provided in Sections 2.8 and 2.9.

(c) Subsection (a) shall not apply to a "qualified domestic relations order"
defined in Code Section 414(p), and those other domestic relations orders
permitted to be so treated by the Administrator under the provisions of the
Retirement Equity Act of 1984. The Administrator shall establish a written
procedure to determine the qualified status of domestic relations orders and
to administer distributions under such qualified orders. Further, to the
extent provided under a "qualified domestic relations order," a former spouse
of a Participant shall be treated as the spouse or surviving spouse for all
purposes under the Plan.

(d) Subsection (a) shall not apply to an offset to a Participant's accrued
benefit against an amount that the Participant is ordered or required to pay
the Plan with respect to a judgment, order, or decree issued, or a settlement
entered into, on or after August 5, 1997, in accordance with Code Sections
401(a)(13)(C) and (D).

11.3 CONSTRUCTION OF PLAN

This Plan and Trust shall be construed and enforced according to the Code,
the Act and the laws of the State of Washington, other than its laws
respecting choice of law, to the extent not pre-empted by the Act.

11.4 GENDER AND NUMBER

Wherever any words are used herein in the masculine, feminine or neuter
gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are
used herein in the singular or plural form, they shall be construed as though
they were also used in the other form in all cases where they would so apply.

11.5 LEGAL ACTION

In the event any claim, suit, or proceeding is brought regarding the Trust
and/or Plan established hereunder to which the Trustee, the Employer or the
Administrator may be a party, and such claim, suit, or proceeding is resolved
in favor of the Trustee, the Employer or the Administrator, they shall be
entitled to be reimbursed from the Trust Fund for any and all costs,
attorney's fees, and other expenses pertaining thereto incurred by them for
which they shall have become liable.

11.6 PROHIBITION AGAINST DIVERSION OF FUNDS

(a) Except as provided below and otherwise specifically permitted by law, it
shall be impossible by operation of the Plan or of the Trust, by termination
of either, by power of revocation or amendment, by the happening of any
contingency, by collateral arrangement or by any other means, for any part of
the corpus or income of any Trust Fund maintained pursuant to the Plan or any
funds contributed thereto to be used for, or diverted to, purposes other than
the exclusive benefit of Participants, Former Participants, or their
Beneficiaries.

(b) In the event the Employer shall make an excessive contribution under a
mistake of fact pursuant to Act Section 403(c)(2)(A), the Employer may demand
repayment of such excessive contribution at any time within one (1) year
following the time of payment and the Trustees shall return such amount to
the Employer within the one (1) year period. Earnings of the Plan
attributable to the contributions may not be returned to the Employer but any
losses attributable thereto must reduce the amount so returned.

(c) Except for Sections 3.5, 3.6, and 4.1(f), any contribution by the
Employer to the Trust Fund is conditioned upon the deductibility of the
contribution by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may, within one (1) year following the
final determination of the disallowance, whether by agreement with the
Internal Revenue Service or by final decision of a competent jurisdiction,
demand repayment of such disallowed contribution and the Trustee shall return
such contribution within one (1) year following the disallowance. Earnings of
the Plan attributable to the
contribution may not be returned to the Employer, but any losses attributable
thereto must reduce the amount so returned.

11.7 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

The Employer, Administrator and Trustee, and their successors, shall not be
responsible for the validity of any Contract issued hereunder or for the
failure on the part of the insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

11.8 INSURER'S PROTECTIVE CLAUSE

Except as otherwise agreed upon in writing between the Employer and the
insurer, an insurer which issues any Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty
to see to the application of any funds paid to the Trustee, nor be required
to question any actions directed by the Trustee. Regardless of any provision
of this Plan, the insurer shall not be required to take or permit any action
or allow any benefit or privilege contrary to the terms of any Contract which
it issues hereunder, or the rules of the insurer.

11.9 RECEIPT AND RELEASE FOR PAYMENTS

Any payment to any Participant, the Participant's legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant
or Beneficiary in accordance with the provisions of the Plan, shall, to the
extent thereof, be in full satisfaction of all claims hereunder against the
Trustee and the Employer, either of whom may require such Participant, legal
representative, Beneficiary, guardian or committee, as a condition precedent
to such payment, to execute a receipt and release thereof in such form as
shall be determined by the Trustee or Employer.

11.10 ACTION BY THE EMPLOYER

Whenever the Employer under the terms of the Plan is permitted or required to
do or perform any act or matter or thing, it shall be done and performed by a
person duly authorized by its legally constituted authority.

11.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee, and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers,
duties, responsibilities, and obligations as are specifically given them
under the Plan including, but not limited to, any agreement allocating or
delegating their responsibilities, the terms of which are incorporated herein
by reference. In general, the Employer shall have the sole responsibility for
making the contributions provided for under Section 4.1; and shall have the
authority to appoint and remove the Trustee and the Administrator; to
formulate the Plan's "funding policy and method"; and to amend or terminate,
in whole or in part, the Plan. The Administrator shall have the sole
responsibility for the administration of the Plan, including, but not limited
to, the items specified in Article II of the Plan, as the same may be
allocated or delegated thereunder. The Trustee shall have the sole
responsibility of management of the assets held under the Trust, except to
the extent directed pursuant to Article II or with respect to those assets,
the management of which has been assigned to an Investment Manager, who shall
be solely responsible for the management of the assets assigned to it, all as
specifically provided in the Plan. Each named Fiduciary warrants that any
directions given, information furnished, or action taken by it shall be in
accordance with the provisions of the Plan, authorizing or providing for such
direction, information or action. Furthermore, each named Fiduciary may rely
upon any such direction, information or action of another named Fiduciary as
being proper under the Plan, and is not required under the Plan to inquire
into the propriety of any such direction, information or action. It is
intended under the Plan that each named Fiduciary shall be responsible for
the proper exercise of its own powers, duties, responsibilities and
obligations under the Plan as specified or allocated herein. No named
Fiduciary shall guarantee the Trust Fund in any manner against investment
loss or depreciation in asset value. Any person or group may serve in more
than one Fiduciary capacity.

11.12 HEADINGS

The headings and subheadings of this Plan have been inserted for convenience
of reference and are to be ignored in any construction of the provisions
hereof.

11.13 APPROVAL BY INTERNAL REVENUE SERVICE

Notwithstanding anything herein to the contrary, if, pursuant to an
application for qualification filed by or on behalf of the Plan by the time
prescribed by law for filing the Employer's return for the taxable year in
which the Plan is adopted, or such later date that the Secretary of the
Treasury may prescribe, the Commissioner of Internal Revenue Service or the
Commissioner's delegate should determine that the Plan does not initially
qualify as a tax-exempt plan under Code Sections 401 and 501, and such
determination is not contested, or if contested, is finally upheld, then if
the Plan is a new plan, it shall be void ab initio and all amounts
contributed to the Plan by the Employer, less expenses paid, shall be
returned within one (1) year and the Plan shall terminate, and the Trustee
shall be discharged from all further obligations. If the disqualification
relates to an amended plan, then the Plan shall operate as if it had not been
amended.

11.14 UNIFORMITY

All provisions of this Plan shall be interpreted and applied in a uniform,
nondiscriminatory manner. In the event of any conflict between the terms of
this Plan and any Contract purchased hereunder, the Plan provisions shall
control.

11.15 SECURITIES AND EXCHANGE COMMISSION APPROVAL

The Employer may request an interpretative letter from the Securities and
Exchange Commission stating that the transfers of Company Stock contemplated
hereunder do not involve transactions requiring a registration of such
Company Stock under the Securities Act of 1933. In the event that a favorable
interpretative letter is not obtained, the Employer reserves the right to
amend the Plan and Trust retroactively to their Effective Dates in order to
obtain a favorable interpretative letter or to terminate the Plan.

IN WITNESS WHEREOF, this Plan has been executed the day and year first above
written.

Gold Reserve Corporation

By /s/ Rockne J. Timm
EMPLOYER

/s/ Rockne J. Timm
TRUSTEE

/s/ A. Douglas Belanger
TRUSTEE

/s/ Robert A. McGuinness
TRUSTE




EXHIBIT 4.2


AMENDMENT OF THE PLAN FOR EGTRRA

AMENDMENT NUMBER ONE TO GOLD RESERVE KSOP

AMENDMENT OF THE PLAN FOR EGTRRA

AMENDMENT NUMBER ONE TO
GOLD RESERVE KSOP

BY THIS AGREEMENT, Gold Reserve KSOP(herein referred to as the Plan) is
hereby amended as follows:

PREAMBLE

1.1	Adoption and effective date of amendment. This amendment of the Plan is
adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 (EGTRRA). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in
accordance with EGTRRA and guidance issued thereunder. Except as otherwise
provided, this amendment shall be effective as of the first day of the first
Plan Year beginning after December 31, 2001.

1.2	Supersession of inconsistent provisions. This amendment shall supersede
the provisions of the Plan to the extent those provisions are inconsistent
with the provisions of this amendment.

LIMITATIONS ON CONTRIBUTIONS


2.1	Effective date. This Article shall be effective for "limitation years"
beginning after December31, 2001.

2.2   Maximum annual addition. Except to the extent permitted under ArticleIX
of this amendment and Code Section 414(v), the "annual addition" that may be
contributed or allocated to a Participant's account under the Plan for any
"limitation year" shall not exceed the lesser of:

a	$40,000, as adjusted for increases in the costofliving under Code
Section415(d), or

b	one hundred percent (100%) of the Participant's "415 Compensation" for the
"limitation year."

The "415 Compensation" limit referred to in (b) shall not apply to any
contribution for medical benefits after separation from service (within the
meaning of Code Section401(h) or Code Section 419A(f)(2)) which is otherwise
treated as an "annual addition."

ARTICLE III

INCREASE IN COMPENSATION LIMIT

The annual Compensation of each Participant taken into account in determining
allocations for any Plan Year beginning after December31, 2001, shall not
exceed $200,000, as adjusted for cost of living increases in accordance with
Code Section 401(a)(17)(B).

ARTICLE IV

MODIFICATION OF TOP HEAVY RULES

4.1	Effective date. This Article shall apply for purposes of determining
whether the Plan is a topheavy plan under Code Section416(g) for Plan Years
beginning after December31, 2001, and whether the Plan satisfies the minimum
benefits requirements of Code Section416(c) for such years. This Article
amends Article X of the Plan.

4.2	Determination of topheavy status.

a       Key employee. Key employee means any Employee or former Employee
(including any deceased Employee) who at any time during the Plan Year that
includes the determination date was an officer of the Employer having "415
Compensation" greater than $130,000 (as adjusted under Code Section 416(i)(1)
for Plan Years beginning after December31, 2002), a 5percent owner of the
Employer, or a 1percent owner of the Employer having "415 Compensation" of
more than $150,000. The determination of who is a key employee will be made
in accordance with Code Section 416(i)(1) and the applicable regulations and
other guidance of general applicability issued thereunder.

b	Determination of present values and amounts. This section(b) shall apply
for purposes of determining the present values of accrued benefits and the
amounts of account balances of Employees as of the determination date.

1	Distributions during year ending on the determination date. The present
values of accrued benefits and the amounts of account balances of an Employee
as of the determination date shall be increased by the distributions made with
respect to the Employee under the Plan and any plan aggregated with the Plan
under Code Section 416(g)(2) during the 1year period ending on the
determination date. The preceding sentence shall also apply to distributions
under a terminated plan which, had it not been terminated, would have been
aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a
distribution made for a reason other than separation from service, death, or
disability, this provision shall be applied by substituting 5year period for
1year period.

2	Employees not performing services during year ending on the determination
date. The accrued benefits and accounts of any individual who has not
performed services for the Employer during the 1-year period ending on the
determination date shall not be taken into account.

4.3	Minimum benefits. Employer matching contributions shall be taken into
account for purposes of satisfying the minimum contribution requirements of
Code Section 416(c)(2) and the Plan. The preceding sentence shall apply with
respect to matching contributions under the Plan or, if the Plan provides
that the minimum contribution requirement shall be met in another plan, such
other plan. Employer matching contributions that are used to satisfy the
minimum contribution requirements shall be treated as matching contributions
for purposes of the actual contribution percentage test and other
requirements of Code Section401(m).

4.4	Applicability. The top-heavy requirements of Code Section 416, Article X
of the Plan and this Article IV shall not apply in any Plan Year beginning
after December31, 2001 , in which the Plan consists solely of a cash or
deferred arrangement which meets the requirements of Code Section 401(k)(12)
and matching contributions with respect to which the requirements of Code
Section 401(m)(11) are met.

ARTICLE  V
DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

5.1	Effective date. This Article shall apply to distributions made  after
December31, 2001 .

5.2 	Modification of definition of eligible retirement plan. For purposes of
the direct rollover provisions in Section8.13 p.68 of the Plan, an eligible
retirement plan shall also mean an annuity contract described in Code
Section403(b) and an eligible plan under Code Section457(b) which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from this
Plan. The definition of eligible retirement plan shall also apply in the case
of a distribution to a surviving spouse, or to a spouse or former spouse who
is the alternate payee under a qualified domestic relation order, as defined
in Code Section414(p).

ARTICLE  VI
ROLLOVERS FROM OTHER PLANS

The Administrator, operationally and on a nondiscriminatory basis, may limit
the source of rollover contributions that may be accepted by this Plan.



ARTICLE  VII
ROLLOVERS DISREGARDED IN INVOLUNTARY CASHOUTS


7.1 	Applicability and effective date. This Article applies to rollover
contributions and involuntary cashouts, and shall be effective with respect
to distributions made on and after 1/1/02 with respect to Participants who
separate from service on or after 1/1/02.


7.2 	Rollovers disregarded in determining value of account balance for
involuntary distributions. For purposes of Section7.4(a) p.51of the Plan, the
value of a Participant's nonforfeitable account balance shall be determined
without regard to that portion of the account balance that is attributable to
rollover contributions (and earnings allocable thereto) within the meaning of
Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16).
If the value of the Participant's nonforfeitable account balance as so
determined is $5,000 or less, the Plan shall immediately distribute the
Participant's entire nonforfeitable account balance.

ARTICLE  VIII
REPEAL OF MULTIPLE USE TEST

The multiple use test described in Treasury Regulation Section 1.401(m)2 and
Section 4.7(a)(2) p.35 of the Plan shall not apply for Plan Years beginning
after December 31, 2001.

ARTICLE  IX
CATCHUP CONTRIBUTIONS

9.1 	Effective date. This Article shall apply to catchup contributions made
on and after 1/1/02.


9.2 	Applicability. All Employees who are eligible to make salary reductions
under this Plan and who have attained age 50 before the close of the Plan
Year shall be eligible to make catchup contributions in accordance with, and
subject to the limitations of, Code Section414(v). Such catchup contributions
shall not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of Code Sections402(g) and 415. The
Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Code Section 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416, as applicable, by reason of the making of such
catchup contributions.




ARTICLE  X
DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

10.1 .	Effective date. This Article shall apply for distributions occurring
on and after 1/1/02 regardless of when severance from employment occurred.

10.2 .	New distributable event. A Participant's Elective Contributions and
earnings attributable to these contributions shall be distributed on account
of the Participant's severance from employment. However, such a distribution
shall be subject to the other provisions of the Plan regarding distributions,
other than provisions that require a separation from service before such
amounts may be distributed.

IN WITNESS WHEREOF, this Amendment has been executed this 28th day of 2002.

Gold Reserve Corporation


By

s/  Rockne J. Timm
EMPLOYER



s/ Rockne J. Timm
TRUSTEE

s/ A. Douglas Belanger
TRUSTEE

s/ Robert A. McGuinness
TRUSTEE




EXHIBIT 5.1



AUSTRING, FENDRICK, FAIRMAN & PARKKARI
BARRISTERS & SOLICITORS

LORNE N. AUSTRING    DEBRA L. FENDRICK		THE DRURY BUILDING
H. SHAYNE FAIRMAN    KEITH D. PARKKARI 		3081 Third Avenue
KATHLEEN M. AVERY    GREGORY A. FEKETE		Whitehorse, Yukon
STACY K. HENNINGS    		                  Y1A 4Z7

PHONE: (867) 668-4405
FAX: (867) 668-3710
E-MAIL:  laustring@lawyukon.com
OUR FILE NO:	014910-21


December 1, 2003

Gold Reserve Inc.
Suite 200
926 West Sprague Avenue
Spokane, Washington, USA
99201

Dear Sirs/Mesdames:

Re:	Securities and Exchange Commission Form S-8

We are Yukon counsel to Gold Reserve Inc., a corporation incorporated under
the laws of the Yukon Territory (the "Company"). The Company intends to file
with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Registration Statement") on Form S-8 under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement covers (a)
200,000 Class A Common Shares, no par value per share, of the Company (the
"Class A Common Shares"), including the Class A Common Share Purchase Rights
attaching to such shares pursuant to that certain Shareholder Rights Plan
Agreement, dated as of June 11, 2003, between the Company and Computershare
Trust Company of Canada (the "Rights Agreement"), which shall be issued
pursuant to the Gold Reserve KSOP Plan, as amended (the "Plan"), and (b) such
additional Class A Common Shares as may become issuable pursuant to the
anti-dilution provisions of the Plan (such shares are collectively referred
to as the "Securities").

In rendering this opinion we have examined such corporate records, documents
and instruments of the Company and such certificates of public officials,
have received such representations from officers of the Company, and have
reviewed such questions of law as in our judgment are necessary, relevant or
appropriate to enable us to render the opinion expressed below. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all corporate records, documents and instruments submitted to
us as originals, the conformity to original documents of all documents
submitted to us as conformed, certified or photostatic copies thereof, and
the authenticity of the originals of such conformed, certified or photostatic
copies.

Based upon such examination and review and upon representations made to us by
officers of the Company, we are of the opinion that upon issuance and delivery
of the Securities in accordance with the terms and conditions of the Plan and,
as appropriate, the Rights Agreement, and upon receipt by the Company of the
full consideration for the Securities as determined pursuant to the Plan and,
as appropriate, the Rights Agreement, the Securities will be validly issued,
fully paid and nonassessable.

This firm consents to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Commission thereunder.

Yours truly,

s/ Austring, Fendrick, Fairman & Parkkari



EXHIBIT 23.2


CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 14, 2003 relating to the
consolidated financial statements of Gold Reserve Inc., which appears in Gold
Reserve Inc.'s Annual Report on Form 20-F for the year ended December 31, 2002.



s/ PricewaterhouseCoopers LLP

Vancouver, B.C., Canada
November 24, 2003
[{"type": "S-8", "sequence": "1", "filename": "s8ksop03.txt", "description": "GOLD RESERVE S8", "secsgml_size_bytes": 249735}]
{"company-data": {"conformed-name": "GOLD RESERVE INC", "cik": "0001072725", "assigned-sic": "1040", "irs-number": "810266636", "state-of-incorporation": "B0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110928", "film-number": "031038425"}, "business-address": {"street1": "926 W SPRAGUE AVENUE", "street2": "SUITE 200", "city": "SPOKANE", "state": "WA", "zip": "99201", "phone": "5096231500"}, "mail-address": {"street1": "926 W SPRAGUE AVENUE", "street2": "SUITE 200", "city": "SPOKANE", "state": "WA", "zip": "99201"}}
As filed with the Securities and Exchange Commission on December 4, 2003

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________
FORM S-8
________________________________

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLD RESERVE INC.
(Exact name of registrant as specified in its charter)

Canada
(State or other jurisdiction of
incorporation or organization)

N/A
(I.R.S. Employer Identification No.)

926 West Sprague Avenue
Suite 200
Spokane, Washington
(Address of principal executive offices)

99201
(Zip Code)

GOLD RESERVE KSOP PLAN
(Full title of the plan)

ROCKNE J. TIMM
926 West Sprague Avenue, Suite 200
Spokane, Washington 99201
(509) 623-1500
(Name, address and telephone number,
including area code, of agent for service)
with a copy to:

JONATHAN B. NEWTON
Baker & McKenzie
Pennzoil Place
711 Louisiana, Suite 3400
Houston, Texas 77002
(713) 427-5000

CALCULATION OF REGISTRATION FEE
Title of each class                     Proposed             Proposed
of securities to        Amount to       maximum offering     maximum aggregate   Amount of
be registered (1)      	be registered   price per share (2)	 offering price (2)  registration fee
_________________________________________________________________________________________________

Class A Common Shares,
 no par value	      200,000 Shares  $5.46	             $1,092,000	         $88.34
Class A Common Share
 Purchase Rights	      200,000 Rights  N/A	             N/A	               N/A (3)
(1)	The Class A Common Shares, no par value per share (the "Class A Common
Shares"), of Gold Reserve Inc. (the "Company") being registered hereby relate
to the Gold Reerve KSOP Plan (the "Plan"). Pursuant to Rule 416 promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), there are
also being registered such additional Class A Common Shares and associated
Class A Common Share Purchase Rights as may become issuable pursuant to the
anti-dilution provisions of the Plan.

(2)	Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
basis of the average of the high and low per share prices of the Class A
Common Shares on December 2, 2003, as reported on the American Stock
Exchange.

(3)	In accordance with Rule 457(g), no additional registration fee is
required in respect of the Class A Common Share Purchase Rights.

INCORPORATION BY REFERENCE

The issuance of the additional 200,000 Class A Common Shares, and Class A
Common Share Purchase Rights attaching to such shares, being registered
hereby was approved pursuant to the terms of the Plan by the Board of
Directors and shareholders of the Company on January 28, 2003 and June 11,
2003, respectively. Pursuant to Instruction E of Form S-8, the contents of
the following Registration Statements on Form S-8 of (1) Gold Reserve
Corporation, as assumed by the Company as successor issuer, as filed with the
Securities and Exchange Commission: (a) Registration Statement on Form S-8
(Registration No. 033-61113), as amended; (b) Registration Statement on Form
S-8 (Registration No. 033-58700), as amended; (c) Registration Statement on
Form S-8 (Registration No. 033-69912), as amended; and (d) Registration
Statement on Form S-8 (Registration No. 033-35595); and (2) the Company as
filed with the Securities and Exchange Commission: (a) Registration Statement
on Form S-8 (Registration No. 333-65250), as amended; (b) Registration
Statement on Form S-8 (Registration No. 333-92587), as amended; and (c)
Registration Statement on Form S-8 (Registration No. 333-96917), are
incorporated herein by reference.

Item 8.	Exhibits

The following are filed as exhibits to this Registration Statement:

Exhibit
Number      Description

4.1    Gold Reserve KSOP Plan*

4.2    Amendment Number One to Gold Reserve KSOP Plan*

4.3     Restated Articles of Incorporation of the Company, filed November 20,
1998 (incorporated by reference to Exhibit No. 3.1 to the Company's
Registration Statement on Form S-4 (Registration No. 333-68061) filed with
the Securities and Exchange Commission on November 27, 1998)

4.4    Bylaws of the Company (incorporated by reference to Exhibit No. 3.2 to
the Company's Registration Statement on Form S-4 (Registration No. 333-68061)
filed with the Securities and Exchange Commission on November 27, 1998)

4.5    Shareholder Rights Plan Agreement (as Amended) of the Company
(including form of Rights Certificate) (incorporated by reference to Exhibit
No. 3 to the Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on October  2, 2003)

4.6    Form of Certificate for the Class A Common Shares (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on Form S-4
(Registration No. 333-68061) filed with the Securities and Exchange
Commission on November 27, 1998)

5.1   Opinion of Austring, Fendrick, Fairman & Parkkari *

23.1 Consent of Austring, Fendrick, Fairman & Parkkari (see Exhibit 5.1)*
23.2 Consent of PricewaterhouseCoopers LLP*
24.1 Power of Attorney (included on the signature page of the Registration
Statement)*

________________
*	Filed herewith.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Spokane, State of Washington, on December 4, 2003.

GOLD RESERVE INC.

By: 	 /s/ Rockne J. Timm
ROCKNE J. TIMM
Chairman of the Board, President and Chief Executive Officer

POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement  has been signed by the following persons in the capacities and on
the dates indicated. Each person whose signature appears below hereby
authorizes and appoints Rockne J. Timm as his attorney-in-fact to sign on his
behalf individually and in the capacity stated below all amendments and
post-effective amendments to this Registration Statement as that
attorney-in-fact may deem necessary or appropriate.

Signature	Title	Date

/s/ Rockne J. Timm
ROCKNE J. TIMM
Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)	                     December 4, 2003

/s/ Robert A. McGuinness
ROBERT A. McGUINNESS
Vice President Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)	                           December 4, 2003

/s/ A. Douglas Belanger
A. DOUGLAS BELANGER
Executive Vice President and
Director	                                       December 4, 2003

/s/ James P. Geyer
JAMES P. GEYER
Senior Vice President and Director	               December 4, 2003

/s/ James H. Coleman
JAMES H. COLEMAN
Director	                                       December 4, 2003

/s/ Patrick D. McChesney
PATRICK D. McCHESNEY
Director	                                       December 4, 2003

/s/ Chris D. Mikkelsen
CHRIS D. MIKKELSEN
Director	                                       December 4, 2003

/s/ Jean Charles Potvin
JEAN CHARLES POTVIN
Director	                                       December 4, 2003

EXHIBIT INDEX

Exhibit
Number   Description

4.1   Gold Reserve KSOP Plan*

4.2   Amendment Number One to Gold Reserve KSOP Plan*

4.3    Restated Articles of Incorporation of the Company, filed November 20,
1998 (incorporated by reference to Exhibit No. 3.1 to the Company's
Registration Statement on Form S-4 (Registration No. 333-68061) filed with
the Securities and Exchange Commission on November 27, 1998)

4.4   Bylaws of the Company (incorporated by reference to Exhibit No. 3.2 to
the Company's Registration Statement on Form S-4 (Registration No. 333-68061)
filed with the Securities and Exchange Commission on November 27, 1998)

4.5   Shareholder Rights Plan Agreement (as Amended) of the Company
(including form of Rights Certificate) (incorporated by reference to Exhibit
No. 3 to the Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on October  2, 2003)

4.6   Form of Certificate for the Class A Common Shares (incorporated by
reference to Exhibit 4.4 to the Company's Registration Statement on Form S-4
(Registration No. 333-68061) filed with the Securities and Exchange
Commission on November 27, 1998)

5.1   Opinion of Austring, Fendrick, Fairman & Parkkari *

23.1 Consent of Austring, Fendrick, Fairman & Parkkari (see Exhibit 5.1)*

23.2 Consent of PricewaterhouseCoopers LLP*

24.1 Power of Attorney (included on the signature page of the Registration
Statement)*

________________
*	Filed herewith.

EXHIBIT 4.1

GOLD RESERVE KSOP

Article I  DEFINITIONS
Article II ADMINISTRATION
2.1	POWERS AND RESPONSIBILITIES OF THE
EMPLOYER
2.2	DESIGNATION OF ADMINISTRATIVE AUTHORITY
2.3	ALLOCATION AND DELEGATION OF
RESPONSIBILITIES
2.4	POWERS AND DUTIES OF THE ADMINISTRATOR
2.5	RECORDS AND REPORTS
2.6	APPOINTMENT OF ADVISERS
2.7	PAYMENT OF EXPENSES
2.8	CLAIMS PROCEDURE
2.9	CLAIMS REVIEW PROCEDURE
Article III  ELIGIBILITY
3.1	CONDITIONS OF ELIGIBILITY
3.2	EFFECTIVE DATE OF PARTICIPATION
3.3	DETERMINATION OF ELIGIBILITY
3.4	TERMINATION OF ELIGIBILITY
3.5	OMISSION OF ELIGIBLE EMPLOYEE
3.6	INCLUSION OF INELIGIBLE EMPLOYEE
3.7	REHIRED EMPLOYEES
3.8	ELECTION NOT TO PARTICIPATE
Article IV  CONTRIBUTION AND ALLOCATION
4.1	FORMULA FOR DETERMINING EMPLOYER
CONTRIBUTION
4.2	PARTICIPANT'S SALARY REDUCTION ELECTION
4.3	TIME OF PAYMENT OF EMPLOYER CONTRIBUTION
4.4	ALLOCATION OF CONTRIBUTION AND EARNINGS
4.5	ACTUAL DEFERRAL PERCENTAGE TESTS
4.6	ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS
4.7	ACTUAL CONTRIBUTION PERCENTAGE TESTS
4.8	ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS
4.9	MAXIMUM ANNUAL ADDITIONS
4.10	ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS
4.11	ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS
4.12	DIRECTED INVESTMENT ACCOUNT
4.13	QUALIFIED MILITARY SERVICE
Article V FUNDING AND INVESTMENT POLICY
5.1	INVESTMENT POLICY
5.2	APPLICATION OF CASH
5.3	LOANS TO THE TRUST
Article VI VALUATIONS
6.1	VALUATION OF THE TRUST FUND
6.2	METHOD OF VALUATION
Article VII DETERMINATION AND DISTRIBUTION OF BENEFITS
7.1	DETERMINATION OF BENEFITS UPON RETIREMENT
7.2	DETERMINATION OF BENEFITS UPON DEATH
7.3	DETERMINATION OF BENEFITS IN EVENT OF DISABILITY
7.4	DETERMINATION OF BENEFITS UPON TERMINATION
7.5	DISTRIBUTION OF BENEFITS
7.6	HOW PLAN BENEFIT WILL BE DISTRIBUTED
7.7	DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY
7.8	LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
7.9	NONTERMINABLE PROTECTIONS AND RIGHTS
7.10	QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION
Article VIII TRUSTEE
8.1	BASIC RESPONSIBILITIES OF THE TRUSTEE
8.2	INVESTMENT POWERS AND DUTIES OF THE TRUSTEE
8.3	OTHER POWERS OF THE TRUSTEE
8.4	LOANS TO PARTICIPANTS
8.5	VOTING COMPANY STOCK
8.6	DUTIES OF THE TRUSTEE REGARDING PAYMENTS
8.7	TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES
8.8	ANNUAL REPORT OF THE TRUSTEE
8.9	AUDIT
8.10	RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE
8.11	TRANSFER OF INTEREST
8.12	TRUSTEE INDEMNIFICATION
8.13	DIRECT ROLLOVER
Article IX  AMENDMENT, TERMINATION AND MERGERS
9.1	AMENDMENT
9.2	TERMINATION
9.3	MERGER, CONSOLIDATION OR TRANSFER OF ASSETS
Article X  TOP HEAVY
10.1	TOP HEAVY PLAN REQUIREMENTS
10.2	DETERMINATION OF TOP HEAVY STATUS
Article XI  MISCELLANEOUS
11.1	PARTICIPANT'S RIGHTS
11.2	ALIENATION
11.3	CONSTRUCTION OF PLAN
11.4	GENDER AND NUMBER
11.5	LEGAL ACTION
11.6	PROHIBITION AGAINST DIVERSION OF FUNDS
11.7	EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE
11.8	INSURER'S PROTECTIVE CLAUSE
11.9	RECEIPT AND RELEASE FOR PAYMENTS
11.10	ACTION BY THE EMPLOYER
11.11	NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
11.12	HEADINGS
11.13	APPROVAL BY INTERNAL REVENUE SERVICE
11.14	UNIFORMITY
11.15	SECURITIES AND EXCHANGE COMMISSION APPROVAL

GOLD RESERVE KSOP

THIS AGREEMENT, hereby made and entered into this 28th day of January 2002 by
and between Gold Reserve Corporation (herein referred to as the "Employer")
and Rockne Timm, Douglas Belanger and Robert McGuiness (herein referred to as
the "Trustee").

W I T N E S S E T H:

WHEREAS, the Employer heretofore established an Employee Stock Ownership Plan
effective 1/1/1990, (hereinafter called the "Effective Date") known as Gold
Reserve KSOP (herein referred to as the "Plan") in recognition of the
contribution made to its successful operation by its employees and for the
exclusive benefit of its eligible employees; and

WHEREAS, under the terms of the Plan, the Employer has the ability to amend
the Plan, provided the Trustee joins in such amendment if the provisions of
the Plan affecting the Trustee are amended;

WHEREAS, contributions to the Plan will be made by the Employer and such
contributions made to the trust will be invested primarily in the capital
stock of the Employer;

NOW, THEREFORE, effective 1/1/2002, except as otherwise provided, the
Employer and the Trustee in accordance with the provisions of the Plan
pertaining to amendments thereof, hereby amend the Plan in its entirety and
restate the Plan to provide as follows:

Article I
DEFINITIONS
1.1 "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

1.2 "Administrator" means the Employer unless another person or entity has
been designated by the Employer pursuant to Section 2.2 to administer the
Plan on behalf of the Employer.

1.3 "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; any organization (whether or not incorporated) which is a member of
an affiliated service group (as defined in Code Section 414(m)) which includes
the Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

1.4 "Aggregate Account" means, with respect to each Participant, the value of
all accounts maintained on behalf of a Participant, whether attributable to
Employer or Employee contributions, subject to the provisions of Section 10.2.

1.5 "Anniversary Date" means the last day of the Plan Year.

1.6 "Beneficiary" means the person (or entity) to whom the share of a
deceased Participant's total account is payable, subject to the restrictions
of Sections 7.2 and 7.5.

1.7 "Code" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

1.8 "Company Stock" means common stock issued by the Employer (or by a
corporation which is a member of the controlled group of corporations of
which the Employer is a member) which is readily tradeable on an established
securities market. If there is no common stock which meets the foregoing
requirement, the term "Company Stock" means common stock issued by the
Employer (or by a corporation which is a member of the same controlled group)
having a combination of voting power and dividend rights equal to or in excess
of: (A) that class of common stock of the Employer (or of any other such
corporation) having the greatest voting power, and (B) that class of common
stock of the Employer (or of any other such corporation) having the greatest
dividend rights. Noncallable preferred stock shall be deemed to be "Company
Stock" if such stock is convertible at any time into stock which constitutes
"Company Stock" hereunder and if such conversion is at a conversion price
which (as of the date of the acquisition by the Trust) is reasonable. For
purposes of the preceding sentence, pursuant to Regulations, preferred stock
shall be treated as noncallable if after the call there will be a reasonable
opportunity for a conversion which meets the requirements of the preceding
sentence.

1.9 "Company Stock Account" means the account of a Participant which is
credited with the shares of Company Stock purchased and paid for by the Trust
Fund or contributed to the Trust Fund.

A separate accounting shall be maintained with respect to that portion of the
Company Stock Account attributable to Elective Contributions and Non-Elective
Contributions.

1.10 "Compensation" with respect to any Participant means such Participant's
wages for the Plan Year within the meaning of Code Section 3401(a) (for the
purposes of income tax withholding at the source) but determined without
regard to any rules that limit the remuneration included in wages based on
the nature or location of the employment or the services performed (such as
the exception for agricultural labor in Code Section 3401(a)(2)).

For purposes of this Section, the determination of Compensation shall be made
by:

including amounts which are contributed by the Employer pursuant to a
salary reduction agreement and which are not includible in the gross income
of the Participant under Code Sections 125, 132(f)(4) for Plan Years
beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b),
and Employee contributions described in Code Section 414(h)(2) that are
treated as Employer contributions.

For a Participant's initial year of participation, Compensation shall be
recognized as of such Employee's effective date of participation pursuant to
Section 3.2.

Compensation in excess of $150,000 (or such other amount provided in the
Code) shall be disregarded for all purposes other than for purposes of salary
deferral elections pursuant to Section 4.2. Such amount shall be adjusted for
increases in the cost of living in accordance with Code Section
401(a)(17)(B), except that the dollar increase in effect on January 1 of any
calendar year shall be effective for the Plan Year beginning with or within
such calendar year. For any short Plan Year the Compensation limit shall be
an amount equal to the Compensation limit for the calendar year in which the
Plan Year begins multiplied by the ratio obtained by dividing the number of
full months in the short Plan Year by twelve (12).

For Plan Years beginning after December 31, 1996, for purposes of determining
Compensation, the family member aggregation rules of Code Section 401(a)(17)
and Code Section 414(q)(6) (as in effect prior to the Small Business Job
Protection Act of 1996) are eliminated.

If any class of Employees is excluded from the Plan, then Compensation for
any Employee who becomes eligible or ceases to be eligible to participate
during a Plan Year shall only include Compensation while the Employee is an
Eligible Employee.

1.11 "Contract" or "Policy" means any life insurance policy, retirement
income policy or annuity policy (group or individual) issued pursuant to the
terms of the Plan. In the event of any conflict between the terms of this
Plan and the terms of any contract purchased hereunder, the Plan provisions
shall control.

1.12 "Current Obligations" means Trust obligations arising from extension of
credit to the Trust and payable in cash within (1) year from the date an
Employer contribution is due.

1.13 "Deferred Compensation" with respect to any Participant means the amount
of the Participant's total Compensation which has been contributed to the Plan
in accordance with the Participant's deferral election pursuant to Section 4.2
excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10.

1.14 "Early Retirement Date." This Plan does not provide for a retirement
date prior to Normal Retirement Date.

1.15 "Elective Contribution" means the Employer contributions to the Plan of
Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10. In addition, the Employer
contribution made pursuant to Section 4.1(b) which is used to satisfy the
safe harbor methods permitted by Code Sections 401(k)(12) and 401(m)(11) and
any Employer Qualified Non-Elective Contribution made pursuant to Section
4.1(d) and Section 4.6(b) which is used to satisfy the "Actual Deferral
Percentage" tests shall be considered an Elective Contribution for purposes
of the Plan. Any contributions deemed to be Elective Contributions (whether
or not used to satisfy the "Actual Deferral Percentage" tests or the "Actual
Contribution Percentage" tests) shall be subject to the requirements of
Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the
nondiscrimination requirements of Regulation 1.401(k)-1(b)(5) and Regulation
1.401(m)-1(b)(5), the provisions of which are specifically incorporated
herein by reference.

1.16 "Eligible Employee" means any Employee.

Employees whose employment is governed by the terms of a collective
bargaining agreement between Employee representatives (within the meaning of
Code Section 7701(a)(46)) and the Employer under which retirement benefits
were the subject of good faith bargaining between the parties will not be
eligible to participate in this Plan unless such agreement expressly provides
for coverage in this Plan.

Employees who are nonresident aliens (within the meaning of Code Section
7701(b)(1)(B)) and who receive no earned income (within the meaning of Code
Section 911(d)(2)) from the Employer which constitutes income from sources
within the United States (within the meaning of Code Section 861(a)(3)) shall
not be eligible to participate in this Plan.

Employees of Affiliated Employers shall not be eligible to participate in
this Plan unless such Affiliated Employers have specifically adopted this
Plan in writing.

Employees classified by the Employer as independent contractors who are
subsequently determined by the Internal Revenue Service to be Employees shall
not be Eligible Employees.

1.17 "Employee" means any person who is employed by the Employer or
Affiliated Employer, and excludes any person who is employed as an
independent contractor. Employee shall include Leased Employees within the
meaning of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees
are covered by a plan described in Code Section 414(n)(5) and such Leased
Employees do not constitute more than 20% of the recipient's non-highly
compensated work force.

1.18 "Employer" means Gold Reserve Corporation and any successor which shall
maintain this Plan; and any predecessor which has maintained this Plan. The
Employer is a corporation with principal offices in the State of Washington.

1.19 "Excess Aggregate Contributions" means, with respect to any Plan Year,
the excess of the aggregate amount of the Employer matching contributions
made pursuant to Section 4.1(b) (to the extent such matching contributions
are not used to satisfy the safe harbor methods permitted by Code Sections
401(k)(12) and 401(m)(11)), Employer matching contributions made pursuant to
Section 4.1(c) and any qualified non-elective contributions or elective
deferrals taken into account pursuant to Section 4.7(c) on behalf of Highly
Compensated Participants for such Plan Year, over the maximum amount of such
contributions permitted under the limitations of Section 4.7(a) (determined
by hypothetically reducing contributions made on behalf of Highly Compensated
Participants in order of the actual contribution ratios beginning with the
highest of such ratios). Such determination shall be made after first taking
into account corrections of any Excess Deferred Compensation pursuant to
Section 4.2 and taking into account any adjustments of any Excess
Contributions pursuant to Section 4.6.

1.20 "Excess Contributions" means, with respect to a Plan Year, the excess of
Elective Contributions used to satisfy the "Actual Deferral Percentage" tests
made on behalf of Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted under Section 4.5(a)
(determined by hypothetically reducing contributions made on behalf of Highly
Compensated Participants in order of the actual deferral ratios beginning with
the highest of such ratios). Excess Contributions shall be treated as an
"annual addition" pursuant to Section 4.9(b).

1.21 "Excess Deferred Compensation" means, with respect to any taxable year
of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an
"annual addition" pursuant to Section 4.9(b) when contributed to the Plan
unless distributed to the affected Participant not later than the first April
15th following the close of the Participant's taxable year. Additionally, for
purposes of Sections 10.2 and 4.4(i), Excess Deferred Compensation shall
continue to be treated as Employer contributions even if distributed pursuant
to Section 4.2(f). However, Excess Deferred Compensation of Non-Highly
Compensated Participants is not taken into account for purposes of Section
4.5(a) to the extent such Excess Deferred Compensation occurs pursuant to
Section 4.2(d).

1.22 "ESOP" means an employee stock ownership plan that meets the
requirements of Code Section 4975(e)(7) and Regulation 54.4975-11.

1.23 "Exempt Loan" means a loan made to the Plan by a disqualified person or
a loan to the Plan which is guaranteed by a disqualified person and which
satisfies the requirements of Section 2550.408b-3 of the Department of Labor
Regulations, Section 54.4975-7(b) of the Treasury Regulations and Section 5.3
hereof.

1.24 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of
its assets, (b) renders investment advice for a fee or other compensation,
direct or indirect, with respect to any monies or other property of the Plan
or has any authority or responsibility to do so, or (c) has any discretionary
authority or discretionary responsibility in the administration of the Plan.

1.25 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on 1/1 of each year and ending the following 12/31.

1.26 "Forfeiture." Under this Plan, Participant accounts are 100% Vested at
all times. Any amounts that may otherwise be forfeited under the Plan
pursuant to Sections 3.6, 4.2(f), 4.6(a) or 7.8 shall be used to reduce the
contribution of the Employer.

1.27 "Former Participant" means a person who has been a Participant, but who
has ceased to be a Participant for any reason.

1.28 "415 Compensation" with respect to any Participant means such
Participant's wages for the Plan Year within the meaning of Code Section
3401(a) (for the purposes of income tax withholding at the source) but
determined without regard to any rules that limit the remuneration included
in wages based on the nature or location of the employment or the services
performed (such as the exception for agricultural labor in Code Section
3401(a)(2)).

For "limitation years" beginning after December 31, 1997, for purposes of
this Section, the determination of "415 Compensation" shall include any
elective deferral (as defined in Code Section 401(g)(3)), and any amount
which is contributed or deferred by the Employer at the election of the
Participant and which is not includible in the gross income of the
Participant by reason of Code Sections 125, 132(f)(4) for "limitation years"
beginning after December 31, 2000 and 457.

1.29 "414(s) Compensation" means any definition of compensation that
satisfies the nondiscrimination requirements of Code Section 414(s) and the
Regulations thereunder. The period for determining 414(s) Compensation must
be either the Plan Year or the calendar year ending with or within the Plan
Year. An Employer may further limit the period taken into account to that
part of the Plan Year or calendar year in which an Employee was a Participant
in the component of the Plan being tested. The period used to determine 414(s)
Compensation must be applied uniformly to all Participants for the Plan Year.
For Plan Years beginning after December 31, 1996, for purposes of this
Section, the family member aggregation rules of Code Section 414(q)(6) (as in
effect prior to the Small Business Job Protection Act of 1996) are eliminated.

1.30 "Highly Compensated Employee" means, for Plan Years beginning after
December 31, 1996, an Employee described in Code Section 414(q) and the
Regulations thereunder, and generally means any Employee who:

(a) was a "five percent owner" as defined in Section 1.35(c) at any time
during the "determination year" or the "look-back year"; or

(b) for the "look-back year" had "415 Compensation" from the Employer in
excess of $80,000. The $80,000 amount is adjusted at the same time and in the
same manner as under Code Section 415(d), except that the base period is the
calendar quarter ending September 30, 1996.

The "determination year" means the Plan Year for which testing is being
performed, and the "look back year" means the immediately preceding twelve
(12) month period.

A highly compensated former Employee is based on the rules applicable to
determining Highly Compensated Employee status as in effect for the
"determination year," in accordance with Regulation 1.414(q)-1T, A-4 and IRS
Notice 97-45 (or any superseding guidance).
In determining whether an Employee is a Highly Compensated Employee for a
Plan Year beginning in 1997, the amendments to Code Section 414(q) stated
above are treated as having been in effect for years beginning in 1996.

For purposes of this Section, for Plan Years beginning prior to January 1,
1998, the determination of "415 Compensation" shall be made by including
amounts that would otherwise be excluded from a Participant's gross income by
reason of the application of Code Sections 125, 402(e)(3), 402(h)(1)(B) and,
in the case of Employer contributions made pursuant to a salary reduction
agreement, Code Section 403(b).

In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees. Additionally, all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are
not covered in any qualified plan maintained by the Employer. The exclusion
of Leased Employees for this purpose shall be applied on a uniform and
consistent basis for all of the Employer's retirement plans. Highly
Compensated Former Employees shall be treated as Highly Compensated Employees
without regard to whether they performed services during the "determination
year."

1.31 "Highly Compensated Participant" means any Highly Compensated Employee
who is eligible to participate in the component of the Plan being tested.

1.32 "Hour of Service" means (1) each hour for which an Employee is directly
or indirectly compensated or entitled to compensation by the Employer for the
performance of duties (these hours will be credited to the Employee for the
computation period in which the duties are performed); (2) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties
(such as vacation, holidays, sickness, jury duty, disability, lay-off,
military duty or leave of absence) during the applicable computation period
(these hours will be calculated and credited pursuant to Department of Labor
regulation 2530.200b-2 which is incorporated herein by reference); (3) each
hour for which back pay is awarded or agreed to by the Employer without
regard to mitigation of damages (these hours will be credited to the Employee
for the computation period or periods to which the award or agreement pertains
rather than the computation period in which the award, agreement or payment is
made). The same Hours of Service shall not be credited both under (1) or (2),
as the case may be, and under (3).

Notwithstanding (2) above, (i) no more than 501 Hours of Service are required
to be credited to an Employee on account of any single continuous period
during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for
the purpose of complying with applicable worker's compensation, or
unemployment compensation or disability insurance laws; and (iii) Hours of
Service are not required to be credited for a payment which solely reimburses
an Employee for medical or medically related expenses incurred by the Employee.

For purposes of (2) above, a payment shall be deemed to be made by or due
from the Employer regardless of whether such payment is made by or due from
the Employer directly, or indirectly through, among others, a trust fund, or
insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

1.33 "Income" means the income or losses allocable to Excess Deferred
Compensation, Excess Contributions or Excess Aggregate Contributions which
amount shall be allocated in the same manner as income or losses are
allocated pursuant to Section 4.4(d).

1.34 "Investment Manager" means an entity that (a) has the power to manage,
acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

1.35 "Key Employee" means an Employee as defined in Code Section 416(i) and
the Regulations thereunder. Generally, any Employee or former Employee (as
well as each of the Employee's or former Employee's Beneficiaries) is
considered a Key Employee if the Employee's or former Employee's, at any time
during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

(a) an officer of the Employer (as that term is defined within the meaning of
the Regulations under Code Section 416) having annual "415 Compensation"
greater than 50 percent of the amount in effect under Code Section
415(b)(1)(A) for any such Plan Year.

(b) one of the ten employees having annual "415 Compensation" from the
Employer for a Plan Year greater than the dollar limitation in effect under
Code Section 415(c)(1)(A) for the calendar year in which such Plan Year ends
and owning (or considered as owning within the meaning of Code Section 318)
both more than one-half percent interest and the largest interests in the
Employer.

(c) a "five percent owner" of the Employer. "Five percent owner" means any
person who owns (or is considered as owning within the meaning of Code
Section 318) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more than five percent (5%) of the total
combined voting power of all stock of the Employer or, in the case of an
unincorporated business, any person who owns more than five percent (5%) of
the capital or profits interest in the Employer. In determining percentage
ownership hereunder, employers that would otherwise be aggregated under Code
Sections 414(b), (c), (m) and (o) shall be treated as separate employers.

(d) a "one percent owner" of the Employer having an annual "415 Compensation"
from the Employer of more than $150,000. "One percent owner" means any person
who owns (or is considered as owning within the meaning of Code Section 318)
more than one percent (1%) of the outstanding stock of the Employer or stock
possessing more than one percent (1%) of the total combined voting power of
all stock of the Employer or, in the case of an unincorporated business, any
person who owns more than one percent (1%) of the capital or profits interest
in the Employer. In determining percentage ownership hereunder, employers that
would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o)
shall be treated as separate employers. However, in determining whether an
individual has "415 Compensation" of more than $150,000, "415 Compensation"
from each employer required to be aggregated under Code Sections 414(b), (c),
(m) and (o) shall be taken into account.

For purposes of this Section, the determination of "415 Compensation" shall
be made by including amounts which are contributed by the Employer pursuant
to a salary reduction agreement and which are not includible in the gross
income of the Participant under Code Sections 125, 132(f)(4) for Plan Years
beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b),
and Employee contributions described in Code Section 414(h)(2) that are
treated as Employer contributions.

1.36 "Late Retirement Date" means a Participant's actual Retirement Date
after having reached Normal Retirement Date.

1.37 "Leased Employee" means, for Plan Years beginning after December 31,
1996, any person (other than an Employee of the recipient Employer) who
pursuant to an agreement between the recipient Employer and any other person
or entity ("leasing organization") has performed services for the recipient
(or for the recipient and related persons determined in accordance with Code
Section 414(n)(6)) on a substantially full time basis for a period of at
least one year, and such services are performed under primary direction or
control by the recipient Employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to
services performed for the recipient Employer shall be treated as provided by
the recipient Employer. Furthermore, Compensation for a Leased Employee shall
only include Compensation from the leasing organization that is attributable
to services performed for the recipient Employer. A Leased Employee shall not
be considered an Employee of the recipient Employer:

(a) if such employee is covered by a money purchase pension plan providing:

(1) a nonintegrated employer contribution rate of at least 10% of
compensation, as defined in Code Section 415(c)(3), but for Plan Years
beginning prior to January 1, 1998, including amounts which are contributed
by the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections 125,
402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions
described in Code Section 414(h)(2) that are treated as Employer
contributions, and for Plan Years beginning prior to January 1, 2001,
excluding amounts that are not includible in gross income under Code Section
132(f)(4);

(2) immediate participation;

(3) full and immediate vesting; and

(4) if Leased Employees do not constitute more than 20% of the recipient
Employer's nonhighly compensated work force.

1.38 "Non-Elective Contribution" means the Employer contributions to the Plan
excluding, however, contributions made pursuant to the Participant's deferral
election provided for in Section 4.2, matching contributions or nonelective
contributions (which are used to satisfy the safe harbor methods permitted by
Code Sections 401(k)(12) and 401(m)(11)) made pursuant to Section 4.1(b) and
any Qualified Non-Elective Contribution used in the "Actual Deferral
Percentage" tests.

1.39 "Non-Highly Compensated Participant" means, for Plan Years beginning
after December 31, 1996, any Participant who is not a Highly Compensated
Employee. However, for purposes of Section 4.5 and Section 4.7, if the prior
year testing method is used, a Non-Highly Compensated Participant shall be
determined using the definition of Highly Compensated Employee in effect for
the preceding Plan Year.

1.40 "Non-Key Employee" means any Employee or former Employee (and such
Employee's or former Employee's Beneficiaries) who is not, and has never
been, a Key Employee.

1.41 "Normal Retirement Age" means the Participant's birthday. A Participant
shall become fully Vested in the Participant's Account upon attaining Normal
Retirement Age.

1.42 "Normal Retirement Date" means the Participant's Normal Retirement Age.

1.43 "1-Year Break in Service" means the applicable computation period during
which an Employee has not completed more than 500 Hours of Service with the
Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

"Authorized leave of absence" means an unpaid, temporary cessation from
active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

A "maternity or paternity leave of absence" means an absence from work for
any period by reason of the Employee's pregnancy, birth of the Employee's
child, placement of a child with the Employee in connection with the adoption
of such child, or any absence for the purpose of caring for such child for a
period immediately following such birth or placement. For this purpose, Hours
of Service shall be credited for the computation period in which the absence
from work begins, only if credit therefore is necessary to prevent the
Employee from incurring a 1-Year Break in Service, or, in any other case, in
the immediately following computation period. The Hours of Service credited
for a "maternity or paternity leave of absence" shall be those which would
normally have been credited but for such absence, or, in any case in which
the Administrator is unable to determine such hours normally credited, eight
(8) Hours of Service per day. The total Hours of Service required to be
credited for a "maternity or paternity leave of absence" shall not exceed the
number of Hours of Service needed to prevent the Employee from incurring a
1-Year Break in Service.

1.44 "Other Investments Account" means the account of a Participant which is
credited with such Participant's share of the net gain (or loss) of the Plan
and Employer contributions in other than Company Stock and which is debited
with payments made to pay for Company Stock.
A separate accounting shall be maintained with respect to that portion of the
Other Investments Account attributable to Elective Contributions and
Non-Elective Contributions.

1.45 "Participant" means any Eligible Employee who participates in the Plan
and has not for any reason become ineligible to participate further in the
Plan.

1.46 "Participant Direction Procedures" means such instructions, guidelines
or policies, the terms of which are incorporated herein, as shall be
established pursuant to Section 4.12 and observed by the Administrator and
applied to Participants who have Participant Directed Accounts.

1.47 "Participant's Account" means the account established and maintained by
the Administrator for each Participant with respect to such Participant's
total interest in the Plan and Trust resulting from the Employer Non-Elective
Contributions.

A separate accounting shall be maintained with respect to that portion of the
Participant's Account attributable to Employer matching contributions and
nonelective contributions made pursuant to Section 4.1(b), Employer matching
contributions made pursuant to Section 4.1(c), Employer discretionary
contributions made pursuant to Section 4.1(e) and any Employer Qualified
Non-Elective Contributions.

1.48 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

1.49 "Participant's Directed Account" means that portion of a Participant's
interest in the Plan with respect to which the Participant has directed the
investment in accordance with the Participant Direction Procedure.

1.50 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to the
Participant's total interest in the Plan and Trust resulting from the
Employer Elective Contributions used to satisfy the "Actual Deferral
Percentage" tests. A separate accounting shall be maintained with respect to
that portion of the Participant's Elective Account attributable to such
Elective Contributions pursuant to Section 4.2, Employer matching
contributions and nonelective contributions made pursuant to Section 4.1(b)
and any Employer Qualified Non-Elective Contributions.

1.51 "Participant's Transfer/Rollover Account" means the account established
and maintained by the Administrator for each Participant with respect to the
Participant's total interest in the Plan resulting from amounts transferred
to this Plan from a direct plan-to-plan transfer and/or with respect to such
Participant's interest in the Plan resulting from amounts transferred from
another qualified plan or "conduit" Individual Retirement Account in
accordance with Section 4.11.

A separate accounting shall be maintained with respect to that portion of the
Participant's Transfer/Rollover Account attributable to transfers (within the
meaning of Code Section 414(l)) and "rollovers."

1.52 "Plan" means this instrument, including all amendments thereto.

1.53 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on 1/1 of each year and ending the following 12/31.

1.54 "Qualified Non-Elective Contribution" means any Employer contributions
made pursuant to Section 4.1(d) and Section 4.6(b) and Section 4.8(f). Such
contributions shall be considered an Elective Contribution for the purposes
of the Plan and may be used to satisfy the "Actual Deferral Percentage" tests
or the "Actual Contribution Percentage" tests.

1.55 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or a delegate of the Secretary of the Treasury, and
as amended from time to time.

1.56 "Retired Participant" means a person who has been a Participant, but who
has become entitled to retirement benefits under the Plan.

1.57 "Retirement Date" means the date as of which a Participant retires for
reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 7.1).

1.58 "Terminated Participant" means a person who has been a Participant, but
whose employment has been terminated other than by death, Total and Permanent
Disability or retirement.

1.59 "Top Heavy Plan" means a plan described in Section 10.2(a).

1.60 "Top Heavy Plan Year" means a Plan Year during which the Plan is a Top
Heavy Plan.

1.61 "Total and Permanent Disability" means a physical or mental condition of
a Participant resulting from bodily injury, disease, or mental disorder which
renders such Participant incapable of continuing usual and customary
employment with the Employer. The disability of a Participant shall be
determined by a licensed physician chosen by the Administrator. The
determination shall be applied uniformly to all Participants.

1.62 "Trustee" means the person or entity named as trustee herein or in any
separate trust forming a part of this Plan, and any successors.

1.63 "Trust Fund" means the assets of the Plan and Trust as the same shall
exist from time to time.

1.64 "Unallocated Company Stock Suspense Account" means an account containing
Company Stock acquired with the proceeds of an Exempt Loan and which has not
been released from such account and allocated to the Participants' Company
Stock Accounts.

1.65 "Valuation Date" means the Anniversary Date and may include any other
date or dates deemed necessary or appropriate by the Administrator for the
valuation of the Participant's accounts during the Plan Year, which may
include any day that the Trustee, any transfer agent appointed by the Trustee
or the Employer or any stock exchange used by such agent, are open for
business.

1.66 "Vested" means the nonforfeitable portion of any account maintained on
behalf of a Participant.

1.67 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least
1000 Hours of Service.

For purposes of eligibility for participation, the initial computation period
shall begin with the date on which the Employee first performs an Hour of
Service. The participation computation period beginning after a 1-Year Break
in Service shall be measured from the date on which an Employee again
performs an Hour of Service. The participation computation period shall shift
to the Plan Year which includes the anniversary of the date on which the
Employee first performed an Hour of Service. An Employee who is credited with
the required Hours of Service in both the initial computation period (or the
computation period beginning after a 1-Year Break in Service) and the Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service, shall be credited with two (2) Years of Service
for purposes of eligibility to participate.

The computation period shall be the Plan Year if not otherwise set forth
herein.

Notwithstanding the foregoing, for any short Plan Year, the determination of
whether an Employee has completed a Year of Service shall be made in
accordance with Department of Labor regulation 2530.203-2(c). However, in
determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of full months
in the short Plan Year.

Years of Service with any Affiliated Employer shall be recognized.

Article II
ADMINISTRATION

2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

(a) In addition to the general powers and responsibilities otherwise provided
for in this Plan, the Employer shall be empowered to appoint and remove the
Trustee and the Administrator from time to time as it deems necessary for the
proper administration of the Plan to ensure that the Plan is being operated
for the exclusive benefit of the Participants and their Beneficiaries in
accordance with the terms of the Plan, the Code, and the Act. The Employer
may appoint counsel, specialists, advisers, agents (including any
nonfiduciary agent) and other persons as the Employer deems necessary or
desirable in connection with the exercise of its fiduciary duties under this
Plan. The Employer may compensate such agents or advisers from the assets of
the Plan as fiduciary expenses (but not including any business (settlor)
expenses of the Employer), to the extent not paid by the Employer.

(b) The Employer shall establish a "funding policy and method," i.e., it
shall determine whether the Plan has a short run need for liquidity (e.g., to
pay benefits) or whether liquidity is a long run goal and investment growth
(and stability of same) is a more current need, or shall appoint a qualified
person to do so. The Employer or its delegate shall communicate such needs
and goals to the Trustee, who shall coordinate such Plan needs with its
investment policy. The communication of such a "funding policy and method"
shall not, however, constitute a directive to the Trustee as to the
investment of the Trust Funds. Such "funding policy and method" shall be
consistent with the objectives of this Plan and with the requirements of
Title I of the Act.

(c) The Employer shall periodically review the performance of any Fiduciary
or other person to whom duties have been delegated or allocated by it under
the provisions of this Plan or pursuant to procedures established hereunder.
This requirement may be satisfied by formal periodic review by the Employer
or by a qualified person specifically designated by the Employer, through
day-to-day conduct and evaluation, or through other appropriate ways.

(d) The Employer will furnish Plan Fiduciaries and Participants with notices
and information statements when voting rights must be exercised pursuant to
Section 8.5.

2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY

The Employer shall be the Administrator. The Employer may appoint any person,
including, but not limited to, the Employees of the Employer, to perform the
duties of the Administrator. Any person so appointed shall signify acceptance
by filing written acceptance with the Employer. Upon the resignation or
removal of any individual performing the duties of the Administrator, the
Employer may designate a successor.

2.3 ALLOCATION AND DELEGATION OF RESPONSIBILITIES

If more than one person is appointed as Administrator, the responsibilities
of each Administrator may be specified by the Employer and accepted in
writing by each Administrator. In the event that no such delegation is made
by the Employer, the Administrators may allocate the responsibilities among
themselves, in which event the Administrators shall notify the Employer and
the Trustee in writing of such action and specify the responsibilities of
each Administrator. The Trustee thereafter shall accept and rely upon any
documents executed by the appropriate Administrator until such time as the
Employer or the Administrators file with the Trustee a written revocation of
such designation.

2.4 POWERS AND DUTIES OF THE ADMINISTRATOR

The primary responsibility of the Administrator is to administer the Plan for
the exclusive benefit of the Participants and their Beneficiaries, subject to
the specific terms of the Plan. The Administrator shall administer the Plan
in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the
Plan. Any such determination by the Administrator shall be conclusive and
binding upon all persons. The Administrator may establish procedures, correct
any defect, supply any information, or reconcile any inconsistency in such
manner and to such extent as shall be deemed necessary or advisable to carry
out the purpose of the Plan; provided, however, that any procedure,
discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied
and shall be consistent with the intent that the Plan shall continue to be
deemed a qualified plan under the terms of Code Section 401(a), and shall
comply with the terms of the Act and all regulations issued pursuant thereto.

The Administrator shall have all powers necessary or appropriate to accomplish
the Administrator's duties under the Plan.
The Administrator shall be charged with the duties of the general
administration of the Plan as set forth under the terms of the Plan,
including, but not limited to, the following:

(b) the discretion to determine all questions relating to the eligibility of
Employees to participate or remain a Participant hereunder and to receive
benefits under the Plan;

(c) to compute, certify, and direct the Trustee with respect to the amount
and the kind of benefits to which any Participant shall be entitled hereunder;

(d) to authorize and direct the Trustee with respect to all nondiscretionary
or otherwise directed disbursements from the Trust;

(e) to maintain all necessary records for the administration of the Plan;

(f) to interpret the provisions of the Plan and to make and publish such
rules for regulation of the Plan as are consistent with the terms hereof;

(g) to determine the size and type of any Contract to be purchased from any
insurer, and to designate the insurer from which such Contract shall be
purchased;

(h) to compute and certify to the Employer and to the Trustee from time to
time the sums of money necessary or desirable to be contributed to the Plan;

(i) to consult with the Employer and the Trustee regarding the short and
long-term liquidity needs of the Plan in order that the Trustee can exercise
any investment discretion in a manner designed to accomplish specific
objectives;

(j) to prepare and implement a procedure to notify Eligible Employees that
they may elect to have a portion of their Compensation deferred or paid to
them in cash;

(k) to establish and communicate to Participants a procedure for allowing
each Participant to direct the Trustee as to the distribution of such
Participant's Company Stock Account pursuant to Section 4.12;

(l) to establish and communicate to Participants a procedure and method to
insure that each Participant will vote Company Stock allocated to such
Participant's Company Stock Account pursuant to Section 8.5;

(m) to determine the validity of, and take appropriate action with respect
to, any qualified domestic relations order received by it; and

(n) to assist any Participant regarding the Participant's rights, benefits,
or elections available under the Plan.

2.5 RECORDS AND REPORTS

The Administrator shall keep a record of all actions taken and shall keep all
other books of account, records, policies, and other data that may be
necessary for proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by
law.

2.6 APPOINTMENT OF ADVISERS

The Administrator, or the Trustee with the consent of the Administrator, may
appoint counsel, specialists, advisers, agents (including nonfiduciary
agents) and other persons as the Administrator or the Trustee deems necessary
or desirable in connection with the administration of this Plan, including but
not limited to agents and advisers to assist with the administration and
management of the Plan, and thereby to provide, among such other duties as
the Administrator may appoint, assistance with maintaining Plan records and
the providing of investment information to the Plan's investment fiduciaries
and to Plan Participants.

2.7 PAYMENT OF EXPENSES

All expenses of administration may be paid out of the Trust Fund unless paid
by the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties
under the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator or the Trustee in carrying out the
instructions of Participants as to the directed investment of their accounts
and other specialists and their agents, the costs of any bonds required
pursuant to Act Section 412, and other costs of administering the Plan. Until
paid, the expenses shall constitute a liability of the Trust Fund.

2.8 CLAIMS PROCEDURE

Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be
furnished to the claimant within 90 days after the application is filed, or
such period as is required by applicable law or Department of Labor
regulation. In the event the claim is denied, the reasons for the denial
shall be specifically set forth in the notice in language calculated to be
understood by the claimant, pertinent provisions of the Plan shall be cited,
and, where appropriate, an explanation as to how the claimant can perfect the
claim will be provided. In addition, the claimant shall be furnished with an
explanation of the Plan's claims review procedure.

2.9 CLAIMS REVIEW PROCEDURE

Any Employee, former Employee, or Beneficiary of either, who has been denied
a benefit by a decision of the Administrator pursuant to Section 2.8 shall be
entitled to request the Administrator to give further consideration to a claim
by filing with the Administrator a written request for a hearing. Such
request, together with a written statement of the reasons why the claimant
believes the claim should be allowed, shall be filed with the Administrator
no later than sixty (60) days after receipt of the written notification
provided for in Section 2.8. The Administrator shall then conduct a hearing
within the next sixty (60) days, at which the claimant may be represented by
an attorney or any other representative of such claimant's choosing and
expense and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of the claim. At the hearing (or
prior thereto upon five (5) business days written notice to the
Administrator) the claimant or the claimant's representative shall have an
opportunity to review all documents in the possession of the Administrator
which are pertinent to the claim at issue and its disallowance. Either the
claimant or the Administrator may cause a court reporter to attend the
hearing and record the proceedings. In such event, a complete written
transcript of the proceedings shall be furnished to both parties by the court
reporter. The full expense of any such court reporter and such transcripts
shall be borne by the party causing the court reporter to attend the hearing.
A final decision as to the allowance of the claim shall be made by the
Administrator within sixty (60) days of receipt of the appeal (unless there
has been an extension of sixty (60) days due to special circumstances,
provided the delay and the special circumstances occasioning it are
communicated to the claimant within the sixty (60) day period). Such
communication shall be written in a manner calculated to be understood by the
claimant and shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based.

Article III
ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY

Any Eligible Employee who has completed one (1) Year of Service shall be
eligible to participate hereunder as of the date such Employee has satisfied
such requirements. However, any Employee who was a Participant in the Plan
prior to the effective date of this amendment and restatement shall continue
to participate in the Plan.

3.2 EFFECTIVE DATE OF PARTICIPATION

An Eligible Employee shall become a Participant effective as of the first day
of the Plan Year quarter coinciding with or next following the date such
Employee met the eligibility requirements of Section 3.1, provided said
Employee was still employed as of such date (or if not employed on such date,
as of the date of rehire if a 1-Year Break in Service has not occurred or, if
later, the date that the Employee would have otherwise entered the Plan had
the Employee not terminated employment).

If an Employee, who has satisfied the Plan's eligibility requirements and
would otherwise have become a Participant, shall go from a classification of
a noneligible Employee to an Eligible Employee, such Employee shall become a
Participant on the date such Employee becomes an Eligible Employee or, if
later, the date that the Employee would have otherwise entered the Plan had
the Employee always been an Eligible Employee.

If an Employee, who has satisfied the Plan's eligibility requirements and
would otherwise become a Participant, shall go from a classification of an
Eligible Employee to a noneligible class of Employees, such Employee shall
become a Participant in the Plan on the date such Employee again becomes an
Eligible Employee, or , if later, the date that the Employee would have
otherwise entered the Plan had the Employee always been an Eligible Employee.

3.3 DETERMINATION OF ELIGIBILITY

The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long
as the same is made pursuant to the Plan and the Act. Such determination
shall be subject to review pursuant to Section.

3.4 TERMINATION OF ELIGIBILITY

In the event a Participant shall go from a classification of an Eligible
Employee to an ineligible Employee, such Former Participant shall continue to
vest in the Plan for each Year of Service completed while a noneligible
Employee, until such time as the Participant's Account shall be forfeited or
distributed pursuant to the terms of the Plan. Additionally, the Former
Participant's interest in the Plan shall continue to share in the earnings of
the Trust Fund.

3.5 OMISSION OF ELIGIBLE EMPLOYEE

If, in any Plan Year, any Employee who should be included as a Participant in
the Plan is erroneously omitted and discovery of such omission is not made
until after a contribution by the Employer for the year has been made and
allocated, then the Employer shall make a subsequent contribution, if
necessary after the application of Section 4.4(f), so that the omitted
Employee receives a total amount which the Employee would have received
(including both Employer contributions and earnings thereon) had the Employee
not been omitted. Such contribution shall be made regardless of whether it is
deductible in whole or in part in any taxable year under applicable
provisions of the Code.

3.6 INCLUSION OF INELIGIBLE EMPLOYEE

If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such
inclusion is not made until after a contribution for the year has been made
and allocated, the Employer shall be entitled to recover the contribution
made with respect to the ineligible person provided the error is discovered
within twelve (12) months of the date on which it was made. Otherwise, the
amount contributed with respect to the ineligible person shall constitute a
Forfeiture for the Plan Year in which the discovery is made. Notwithstanding
the forgoing, any Deferred Compensation made by an ineligible person shall be
distributed to the person (along with any earnings attributable to such
Deferred Compensation).

3.7 REHIRED EMPLOYEES

If any Participant becomes a Former Participant due to severance from
employment with the Employer and is reemployed by the Employer, the Former
Participant shall become a Participant as of the reemployment date.

3.8 ELECTION NOT TO PARTICIPATE

An Employee may, subject to the approval of the Employer, elect voluntarily
not to participate in the Plan. The election not to participate must be
communicated to the Employer, in writing, within a reasonable period of time
before the beginning of a Plan Year.

Article IV
CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

For each Plan Year, the Employer shall contribute to the Plan, except as
otherwise provided:

(a) The amount of the total salary reduction elections of all Participants
made pursuant to Section 4.2(a), which amount shall be deemed an Employer
Elective Contribution.

(b) On behalf of each Participant who is eligible to share in the
contribution below, such contribution, which amount shall be deemed an
Employer Elective Contribution.

For Plan Years beginning on and after January 1, 2002, a discretionary
nonelective contribution equal to a uniform percentage of each Participant's
Compensation for the Plan Year, the exact percentage, if any, to be
determined by a Plan amendment adopted at least thirty (30) days prior to the
last day of the Plan Year.

If, pursuant to Section 410(b)(4)(B), the Employer applies Code Section
410(b) separately to the portion of the Plan (within the meaning of Code
Section 414(l)) that benefits only Eligible Employees who satisfy the
eligibility requirements of Section 3.1 that are lower than age twenty-one
(21) and completion of a Year of Service, the Plan is treated as two separate
plans for purposes of Code Section 401(k). Accordingly, if the Employer elects
to make a Basic Matching Contribution, an Enhanced Matching Contribution or a
Nonelective Contribution, then such contribution shall not be made on behalf
of Eligible Employees who have not attained age twenty-one (21) and completed
a Year of Service. However, in such a case, Deferred Compensation and the
matching contribution made pursuant to Section 4.1(c) on behalf of those
Eligible Employees must satisfy Sections 4.5 and 4.7.

Contributions made to the Plan pursuant to this Section 4.1(b) are intended
to comply with Sections 4.5(a) and 4.7(a) pursuant to the safe harbor methods
permitted by Code Sections 401(k)(12) and 401(m)(11). However, if matching
contributions are made to this Plan or any other plan maintained by the
Employer, and (i) such matching contributions are made with respect to
Deferred Compensation or after-tax voluntary Employee contributions that in
the aggregate exceed 6% of the Employee's Compensation, (ii) the rate of
matching contributions increases as the rate of Deferred Compensation or
after-tax voluntary Employee contributions increases, (iii) at any rate of
Deferred Compensation or after-tax voluntary Employee contributions, the rate
of matching contributions that would apply with respect to any Highly
Compensated Employee is greater than the rate of matching contributions that
would apply with respect to a Non-Highly Compensated Participant and who has
the same rate of Deferred Compensation or after-tax voluntary Employee
contributions, (iv) for Plan Years beginning after December 31, 1999, any
discretionary matching contribution made to this Plan and any other plan
maintained by the Employer, in the aggregate, exceed 4% of the Participant's
Compensation, then such matching contributions in the aggregate must satisfy
the "Actual Contribution Percentage" test of Section 4.7(a). In this regard,
the Employer may elect to disregard, with respect to all Eligible Employees,
all matching contributions with respect to a Participant's Deferred
Compensation up to 6% of each Participant's Compensation, or, for Plan Years
beginning after December 31, 1999, matching contributions up to 4% of each
Participant's Compensation. In applying the "Actual Contribution Percentage"
tests, match contributions or nonelective contributions made pursuant to this
Section 4.1(b) that satisfy the safe harbor methods permitted by Code Section
401(k)(12) may not be treated as matching contributions under Code 401(m)(3).

The rules that apply for purposes of aggregating and disaggregating cash or
deferred arrangements and plans under Code Section 401(k) and 401(m) also
apply for purposes of Code Sections 401(k)(12) and 401(m)(11).

(c) On behalf of each Participant who is eligible to share in matching
contributions for the Plan Year, a discretionary matching contribution equal
to a uniform percentage of each such Participant's Deferred Compensation, the
exact percentage, if any, to be determined each year by the Employer, which
amount, if any, shall be deemed an Employer Non-Elective Contribution.
Except, however, in applying the matching percentage specified above, only
salary reductions up to 10% of annual Compensation shall be considered.

(d) On behalf of each Non-Highly Compensated Participant who is eligible to
share in the Qualified Non-Elective Contribution for the Plan Year, a
discretionary Qualified Non-Elective Contribution equal to a uniform
percentage of each eligible individual's Compensation, the exact percentage,
if any, to be determined each year by the Employer. Any Employer Qualified
Non-Elective Contribution shall be deemed an Employer Elective Contribution.

(e) A discretionary amount, which amount, if any, shall be deemed an Employer
Non-Elective Contribution.

(f) Additionally, to the extent necessary, the Employer shall contribute to
the Plan the amount necessary to provide the top heavy minimum contribution.
All contributions by the Employer shall be made in cash or in such property
as is acceptable to the Trustee.

4.2 PARTICIPANT'S SALARY REDUCTION ELECTION

(a) Each Participant may elect to defer a portion of Compensation which would
have been received in the Plan Year (except for the deferral election) by up
to the maximum amount which will not cause the Plan to violate the provisions
of Sections 4.5(a) and 4.9. A deferral election (or modification of an earlier
election) may not be made with respect to Compensation which is currently
available on or before the date the Participant executed such election. For
purposes of this Section, Compensation shall be determined prior to any
reductions made pursuant to Code Sections 125, 132(f)(4) for Plan Years
beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b),
and Employee contributions described in Code Section 414(h)(2) that are
treated as Employer contributions.

The amount by which Compensation reduced shall be that Participant's Deferred
Compensation and be treated as an Employer Elective Contribution and allocated
to that Participant's Elective Account.

(b) The balance in each Participant's Elective Account shall be fully Vested
at all times and, except as otherwise provided herein, shall not be subject
to Forfeiture for any reason.

(c) Notwithstanding anything in the Plan to the contrary, amounts held in the
Participant's Elective Account may not be distributable (including any offset
of loans) earlier than:

(1) a Participant's separation from service, Total and Permanent Disability,
or death;

(2) a Participant's attainment of age 59 1/2;

(3) the termination of the Plan without the existence at the time of Plan
termination of another defined contribution plan or the establishment of a
successor defined contribution plan by the Employer or an Affiliated Employer
within the period ending twelve months after distribution of all assets from
the Plan maintained by the Employer. For this purpose, a defined contribution
plan does not include an employee stock ownership plan (as defined in Code
Section 4975(e)(7) or 409), a simplified employee pension plan (as defined in
Code Section 408(k)), or a simple individual retirement account plan (as
defined in Code Section 408(p));

(4) the date of disposition by the Employer to an entity that is not an
Affiliated Employer of substantially all of the assets (within the meaning of
Code Section 409(d)(2)) used in a trade or business of such corporation if
such corporation continues to maintain this Plan after the disposition with
respect to a Participant who continues employment with the corporation
acquiring such assets;

(5) the date of disposition by the Employer or an Affiliated Employer who
maintains the Plan of its interest in a subsidiary (within the meaning of
Code Section 409(d)(3)) to an entity which is not an Affiliated Employer but
only with respect to a Participant who continues employment with such
subsidiary.

(d) For each Plan Year, a Participant's Deferred Compensation made under this
Plan and all other plans, contracts or arrangements of the Employer
maintaining this Plan shall not exceed, during any taxable year of the
Participant, the limitation imposed by Code Section 402(g), as in effect at
the beginning of such taxable year. If such dollar limitation is exceeded, a
Participant will be deemed to have notified the Administrator of such excess
amount which shall be distributed in a manner consistent with Section 4.2(f).
The dollar limitation shall be adjusted annually pursuant to the method
provided in Code Section 415(d) in accordance with Regulations.

(e) In the event a Participant has received a hardship distribution pursuant
to Regulation 1.401(k)-1(d)(2)(iv)(B) from any other plan maintained by the
Employer, then such Participant shall not be permitted to elect to have
Deferred Compensation contributed to the Plan for a period of twelve (12)
months following the receipt of the distribution. Furthermore, the dollar
limitation under Code Section 402(g) shall be reduced, with respect to the
Participant's taxable year following the taxable year in which the hardship
distribution was made, by the amount of such Participant's Deferred
Compensation, if any, pursuant to this Plan (and any other plan maintained by
the Employer) for the taxable year of the hardship distribution.

(f) If a Participant's Deferred Compensation under this Plan together with
any elective deferrals (as defined in Regulation 1.402(g)-1(b)) under another
qualified cash or deferred arrangement (as described in Code Section 401(k)),
a simplified employee pension (as described in Code Section 408(k)(6)), a
simple individual retirement account plan (as described in Code Section
408(p)), a salary reduction arrangement (within the meaning of Code Section
3121(a)(5)(D)), a deferred compensation plan under Code Section 457(b), or a
trust described in Code Section 501(c)(18) cumulatively exceed the limitation
imposed by Code Section 402(g) (as adjusted annually in accordance with the
method provided in Code Section 415(d) pursuant to Regulations) for such
Participant's taxable year, the Participant may, not later than March 1
following the close of the Participant's taxable year, notify the
Administrator in writing of such excess and request that the Participant's
Deferred Compensation under this Plan be reduced by an amount specified by
the Participant. In such event, the Administrator may direct the Trustee to
distribute such excess amount (and any Income allocable to such excess
amount) to the Participant not later than the first April 15th following the
close of the Participant's taxable year. Any distribution of less than the
entire amount of Excess Deferred Compensation and Income shall be treated as
a pro rata distribution of Excess Deferred Compensation and Income. The
amount distributed shall not exceed the Participant's Deferred Compensation
under the Plan for the taxable year (and any Income allocable to such excess
amount). Any distribution on or before the last day of the Participant's
taxable year must satisfy each of the following conditions:

(1) the distribution must be made after the date on which the Plan received
the Excess Deferred Compensation;

(2) the Participant shall designate the distribution as Excess Deferred
Compensation; and

(3) the Plan must designate the distribution as a distribution of Excess
Deferred Compensation.
Any distribution made pursuant to this Section 4.2(f) shall be made first
from unmatched Deferred Compensation and, thereafter, from Deferred
Compensation which is matched. Matching contributions which relate to such
Deferred Compensation shall be forfeited.

(g) Notwithstanding Section 4.2(f) above, a Participant's Excess Deferred
Compensation shall be reduced, but not below zero, by any distribution of
Excess Contributions pursuant to Section 4.6(a) for the Plan Year beginning
with or within the taxable year of the Participant.

(h) At Normal Retirement Date, or such other date when the Participant shall
be entitled to receive benefits, the fair market value of the Participant's
Elective Account shall be used to provide additional benefits to the
Participant or the Participant's Beneficiary.

(i) Employer Elective Contributions made pursuant to this Section may be
segregated into a separate account for each Participant in a federally
insured savings account, certificate of deposit in a bank or savings and loan
association, money market certificate, or other short-term debt security
acceptable to the Trustee until such time as the allocations pursuant to
Section 4.4 have been made.

(j) The Employer and the Administrator shall implement the salary reduction
elections provided for herein in accordance with the following:

(4) A Participant must make an initial salary deferral election within a
reasonable time, not to exceed thirty (30) days, after entering the Plan
pursuant to Section 3.2. If the Participant fails to make an initial salary
deferral election within such time, then such Participant may thereafter make
an election in accordance with the rules governing modifications. The
Participant shall make such an election by entering into a written salary
reduction agreement with the Employer and filing such agreement with the
Administrator. Such election shall initially be effective beginning with the
pay period following the acceptance of the salary reduction agreement by the
Administrator, shall not have retroactive effect and shall remain in force
until revoked.

(5) A Participant may modify a prior election at any time during the Plan
Year and concurrently make a new election by filing a written notice with the
Administrator within a reasonable time before the pay period for which such
modification is to be effective. Any modification shall not have retroactive
effect and shall remain in force until revoked.

(6) A Participant may elect to prospectively revoke the Participant's salary
reduction agreement in its entirety at any time during the Plan Year by
providing the Administrator with thirty (30) days written notice of such
revocation (or upon such shorter notice period as may be acceptable to the
Administrator). Such revocation shall become effective as of the beginning of
the first pay period coincident with or next following the expiration of the
notice period. Furthermore, the termination of the Participant's employment,
or the cessation of participation for any reason, shall be deemed to revoke
any salary reduction agreement then in effect, effective immediately
following the close of the pay period within which such termination or
cessation occurs.

(7) If the Employer elects to make a contribution pursuant to Section 4.1(b),
the Employer, at least thirty (30) days, but not more than ninety (90) days,
before the beginning of the Plan Year, will provide each eligible Employee a
comprehensive notice of the Employee's rights and obligations under the Plan,
written (or in such other form as permitted by the Internal Revenue Service)
in a manner calculated to be understood by the average Employee. If an
Employee becomes eligible after the ninetieth (90th) day before the beginning
of the Plan Year and does not receive the notice for that reason, the notice
must be provided no more than ninety (90) days before the Employee becomes
eligible but not later than the date the Employee becomes eligible. In
addition to any other election periods provided under this Section 4.2, each
eligible Employee may make or modify a salary reduction election during the
thirty (30) day period immediately following receipt of the notice described
above.

Notwithstanding the above, if the Employer elects to make a contribution
pursuant to Section 4.1(b) for the first time with respect to a Plan Year
that begins on or after January 1, 2000, and on or before June 1, 2000, the
Employer may postpone providing each Eligible Employee with such
comprehensive notice until May 1, 2000.

4.3 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

The Employer may make its contribution to the Plan for a particular Plan Year
at such time as the Employer, in its sole discretion, determines. If the
Employer makes a contribution for a particular Plan Year after the close of
that Plan Year, the Employer will designate to the Trustee the Plan Year for
which the Employer is making its contribution.

4.4 ALLOCATION OF CONTRIBUTION AND EARNINGS

(a) The Administrator shall establish and maintain an account in the name of
each Participant to which the Administrator shall credit as of each
Anniversary Date, or other Valuation Date, all amounts allocated to each such
Participant as set forth herein.

(b) The Employer shall provide the Administrator with all information
required by the Administrator to make a proper allocation of the Employer
contributions for each Plan Year. Within a reasonable period of time after
the date of receipt by the Administrator of such information, the
Administrator shall allocate such contribution as follows:

(1) With respect to the Employer Elective Contribution made pursuant to
Section 4.1(a), to each Participant's Elective Account in an amount equal to
each such Participant's Deferred Compensation for the year.

(2) With respect to the Employer Elective Contribution made pursuant to
Section 4.1(b), except for the Employer Elective Contribution to another plan
maintained by the Employer, to each Participant's Elective Account when used
to satisfy the "Actual Deferral Percentage" tests, otherwise to each
Participant's Account.

(3) With respect to the Employer Non-Elective Contribution made pursuant to
Section 4.1(c), to each Participant's Account in accordance with Section
4.1(c).

Only Participants who have completed a Year of Service during the Plan Year
and are actively employed on the last day of the Plan Year shall be eligible
to share in the matching contribution for the year.

(4) With respect to the Employer Qualified Non-Elective Contribution made
pursuant to Section 4.1(d), to each Participant's Elective Account when used
to satisfy the "Actual Deferral Percentage" tests or Participant's Account in
accordance with Section 4.1(d).

Only Non-Highly Compensated Participants who have completed a Year of Service
during the Plan Year and are actively employed on the last day of the Plan
Year shall be eligible to share in the Qualified Non-Elective Contribution
for the year.

(5) With respect to the Employer Non-Elective Contribution made pursuant to
Section 4.1(e), to each Participant's Account in the same proportion that
each such Participant's Compensation for the year bears to the total
Compensation of all Participants for such year.

Only Participants who have completed a Year of Service during the Plan Year
and are actively employed on the last day of the Plan Year shall be eligible
to share in the discretionary contribution for the year.

(c) The Company Stock Account of each Participant shall be credited as of
each Anniversary Date with the Participant's allocable share of Company Stock
(including fractional shares) purchased and paid for by the Plan or
contributed in kind by the Employer. Stock dividends on Company Stock held in
the Participant's Company Stock Account shall be credited to the Participant's
Company Stock Account when paid. Cash dividends on Company Stock held in the
Participant's Company Stock Account shall, in the sole discretion of the
Administrator, either be credited to the Participant's Other Investments
Account when paid or be used to repay an Exempt Loan; provided, however, that
when cash dividends are used to repay an Exempt Loan, Company Stock shall be
released from the Unallocated Company Stock Suspense Account and allocated to
the Participant's Company Stock Account pursuant to Section 4.4(e) and,
provided further, that Company Stock allocated to the Participant's Company
Stock Account shall have a fair market value not less than the amount of cash
dividends which would have been allocated to such Participant's Other
Investments Account for the year.

Company Stock acquired by the Plan with the proceeds of an Exempt Loan shall
only be allocated to each Participant's Company Stock Account upon release
from the Unallocated Company Stock Suspense Account as provided in Section
4.4(e) herein. Company Stock acquired with the proceeds of an Exempt Loan
shall be an asset of the Trust Fund and maintained in the Unallocated Company
Stock Suspense Account.

(d) As of each Valuation Date, before the current valuation period allocation
of Employer contributions, any earnings or losses (net appreciation or net
depreciation) of the Trust Fund shall be allocated in the same proportion
that each Participant's and Former Participant's nonsegregated accounts
(other than each Participant's Company Stock Account) bear to the total of
all Participants' and Former Participants' nonsegregated accounts (other than
each Participant's Company Stock Account) as of such date. Earnings or losses
with respect to a Participant's Directed Account shall be allocated in
accordance with Section 4.12.

Earnings or losses do not include the interest paid under any installment
contract for the purchase of Company Stock by the Trust Fund or on any loan
used by the Trust Fund to purchase Company Stock, nor does it include income
received by the Trust Fund with respect to Company Stock acquired with the
proceeds of an Exempt Loan; all income received by the Trust Fund from
Company Stock acquired with the proceeds of an Exempt Loan may, at the
discretion of the Administrator, be used to repay such loan.

Participants' transfers from other qualified plans deposited in the general
Trust Fund shall share in any earnings and losses (net appreciation or net
depreciation) of the Trust Fund in the same manner provided above. Each
segregated account maintained on behalf of a Participant shall be credited or
charged with its separate earnings and losses.

(e) All Company Stock acquired by the Plan with the proceeds of an Exempt
Loan must be added to and maintained in the Unallocated Company Stock
Suspense Account. Such Company Stock shall be released and withdrawn from
that account as if all Company Stock in that account were encumbered. For
each Plan Year during the duration of the loan, the number of shares of
Company Stock released shall equal the number of encumbered shares held
immediately before release for the current Plan Year multiplied by a
fraction, the numerator of which is the amount of principal and interest paid
for the Plan Year and the denominator of which is the sum of the numerator
plus the principal and interest to be paid for all future Plan Years. As of
each Anniversary Date, the Plan must consistently allocate to each
Participant's Account, in the same manner as Employer discretionary
contributions pursuant to Section 4.1(e) are allocated, non-monetary units
(shares and fractional shares of Company Stock) representing each
Participant's interest in Company Stock withdrawn from the Unallocated
Company Stock Suspense Account. However, Company Stock released from the
Unallocated Company Stock Suspense Account with cash dividends pursuant to
Section 4.4(c) shall be allocated to each Participant's Company Stock Account
in the same proportion that each such Participant's number of shares of
Company Stock sharing in such cash dividends bears to the total number of
shares of all Participant's Company Stock sharing in such cash dividends.
Income earned with respect to Company Stock in the Unallocated Company Stock
Suspense Account shall be used, at the discretion of the Administrator, to
repay the Exempt Loan used to purchase such Company Stock. Company Stock
released from the Unallocated Company Stock Suspense Account with such
income, and any income which is not so used, shall be allocated as of each
Anniversary Date in the same proportion that each Participant's and Former
Participant's nonsegregated accounts after the allocation of any earnings or
losses pursuant to Section 4.4(d) bear to the total of all Participants' and
Former Participants' nonsegregated accounts after the allocation of any
earnings or losses pursuant to Section 4.4(d).

(f) On or before each Anniversary Date any amounts which became Forfeitures
since the last Anniversary Date may be used to satisfy any contribution that
may be required pursuant to Section 3.5 and/or 7.8, or used to pay any
administrative expenses of the Plan. The remaining Forfeitures, if any, shall
be used to reduce the contribution of the Employer hereunder for the Plan Year
in which such Forfeitures occur.

(g) For any Top Heavy Plan Year, Employees not otherwise eligible to share in
the allocation of contributions as provided above, shall receive the minimum
allocation provided for in Section 4.4(i) if eligible pursuant to the
provisions of Section 4.4(k).

(h) Notwithstanding the foregoing, Participants who are not actively employed
on the last day of the Plan Year due to Retirement (Normal or Late), Total and
Permanent Disability or death shall share in the allocation of contributions
for that Plan Year.

(i) Minimum Allocations Required for Top Heavy Plan Years: Notwithstanding
the foregoing, for any Top Heavy Plan Year, the sum of the Employer
contributions allocated to the Participant's Combined Account of each
Employee shall be equal to at least three percent (3%) of such Employee's
"415 Compensation" (reduced by contributions and forfeitures, if any,
allocated to each Employee in any defined contribution plan included with
this Plan in a Required Aggregation Group). However, if (1) the sum of the
Employer contributions allocated to the Participant's Combined Account of
each Key Employee for such Top Heavy Plan Year is less than three percent
(3%) of each Key Employee's "415 Compensation" and (2) this Plan is not
required to be included in an Aggregation Group to enable a defined benefit
plan to meet the requirements of Code Section 401(a)(4) or 410, the sum of
the Employer contributions allocated to the Participant's Combined Account of
each Employee shall be equal to the largest percentage allocated to the
Participant's Combined Account of any Key Employee. However, in determining
whether a Non-Key Employee has received the required minimum allocation, such
Non-Key Employee's Deferred Compensation and matching contributions needed to
satisfy the "Actual Deferral Percentage" tests pursuant to Section 4.5(a) or
the "Actual Contribution Percentage" tests pursuant to Section 4.7(a) shall
not be taken into account.

However, no such minimum allocation shall be required in this Plan for any
Employee who participates in another defined contribution plan subject to
Code Section 412 included with this Plan in a Required Aggregation Group.

(j) For purposes of the minimum allocations set forth above, the percentage
allocated to the Participant's Combined Account of any Key Employee shall be
equal to the ratio of the sum of the Employer contributions allocated on
behalf of such Key Employee divided by the "415 Compensation" for such Key
Employee.

(k) For any Top Heavy Plan Year, the minimum allocations set forth above
shall be allocated to the Participant's Combined Account of all Employees who
are Participants and who are employed by the Employer on the last day of the
Plan Year, including Employees who have (1) failed to complete a Year of
Service; and (2) declined to make mandatory contributions (if required) or,
in the case of a cash or deferred arrangement, elective contributions to the
Plan.

(l) For the purposes of this Section, "415 Compensation" in excess of
$150,000 (or such other amount provided in the Code) shall be disregarded.
Such amount shall be adjusted for increases in the cost of living in
accordance with Code Section 401(a)(17)(B), except that the dollar increase
in effect on January 1 of any calendar year shall be effective for the Plan
Year beginning with or within such calendar year. If "415 Compensation" for
any prior determination period is taken into account in determining a
Participant's minimum benefit for the current Plan Year, the "415
Compensation" for such determination period is subject to the applicable
annual "415 Compensation" limit in effect for that prior period. For this
purpose, in determining the minimum benefit in Plan Years beginning on or
after January 1, 1989, the annual "415 Compensation" limit in effect for
determination periods beginning before that date is $200,000 (or such other
amount as adjusted for increases in the cost of living in accordance with
Code Section 415(d) for determination periods beginning on or after January
1, 1989, and in accordance with Code Section 401(a)(17)(B) for determination
periods beginning on or after January 1, 1994). For determination periods
beginning prior to January 1, 1989, the $200,000 limit shall apply only for
Top Heavy Plan Years and shall not be adjusted. For any short Year the "415
Compensation" limit shall be an amount equal to the "415 Compensation" limit
for the calendar year in which the Plan Year begins multiplied by the ratio
obtained by dividing the number of full months in the short Plan Year by
twelve (12).

(m) Notwithstanding anything herein to the contrary, Participants who
terminated employment for any reason during the Plan Year shall share in the
salary reduction contributions made by the Employer for the year of
termination without regard to the Hours of Service credited.

(n) Notwithstanding anything in this Section to the contrary, all information
necessary to properly reflect a given transaction may not be available until
after the date specified herein for processing such transaction, in which
case the transaction will be reflected when such information is received and
processed. Subject to express limits that may be imposed under the Code, the
processing of any contribution, distribution or other transaction may be
delayed for any legitimate business reason (including, but not limited to,
failure of systems or computer programs, failure of the means of the
transmission of data, force majeure, the failure of a service provider to
timely receive values or prices, and the correction for errors or omissions
or the errors or omissions of any service provider). The processing date of a
transaction will be binding for all purposes of the Plan.

(o) Notwithstanding anything to the contrary, if this is a Plan that would
otherwise fail to meet the requirements of Code Section 410(b)(1) and the
Regulations thereunder because Employer contributions would not be allocated
to a sufficient number or percentage of Participants for a Plan Year, then
the following rules shall apply:

(1) The group of Participants eligible to share in the Employer's
contribution for the Plan Year shall be expanded to include the minimum
number of Participants who would not otherwise be eligible as are necessary
to satisfy the applicable test specified above. The specific Participants who
shall become eligible under the terms of this paragraph shall be those who
have not separated from service prior to the last day of the Plan Year and
have completed the greatest number of Hours of Service in the Plan Year.

(2) If after application of paragraph (1) above, the applicable test is still
not satisfied, then the group of Participants eligible to share in the
Employer's contribution for the Plan Year shall be further expanded to
include the minimum number of Participants who have separated from service
prior to the last day of the Plan Year as are necessary to satisfy the
applicable test. The specific Participants who shall become eligible to share
shall be those Participants who have completed the greatest number of Hours of
Service in the Plan Year before terminating employment.

(3) Nothing in this Section shall permit the reduction of a Participant's
accrued benefit. Therefore any amounts that have previously been allocated to
Participants may not be reallocated to satisfy these requirements. In such
event, the Employer shall make an additional contribution equal to the amount
such affected Participants would have received had they been included in the
allocations, even if it exceeds the amount which would be deductible under
Code Section 404. Any adjustment to the allocations pursuant to this
paragraph shall be considered a retroactive amendment adopted by the last day
of the Plan Year.

(4) Notwithstanding the foregoing, if the portion of the Plan which is not a
Code Section 401(k) or 401(m) plan would fail to satisfy Code Section 410(b)
if the coverage tests were applied by treating those Participants whose only
allocation would otherwise be provided under the top heavy formula as if they
were not currently benefiting under the Plan, then, for purposes of this
Section 4.4(o), such Participants shall be treated as not benefiting and
shall therefore be eligible to be included in the expanded class of
Participants who will share in the allocation provided under the Plan's non
top heavy formula.

4.5 ACTUAL DEFERRAL PERCENTAGE TESTS

(a) Maximum Annual Allocation: For each Plan Year beginning after December
31, 1996, the annual allocation derived from Employer Elective Contributions
to a Highly Compensated Participant's Elective Account shall satisfy one of
the following tests:

(1) The "Actual Deferral Percentage" for the Highly Compensated Participant
group shall not be more than the "Actual Deferral Percentage" of the
Non-Highly Compensated Participant group (for the preceding Plan Year if the
prior year testing method is used to calculate the "Actual Deferral
Percentage" for the Non-Highly Compensated Participant group) multiplied by
1.25, or

(2) The excess of the "Actual Deferral Percentage" for the Highly Compensated
Participant group over the "Actual Deferral Percentage" for the Non-Highly
Compensated Participant group (for the preceding Plan Year if the prior year
testing method is used to calculate the "Actual Deferral Percentage" for the
Non-Highly Compensated Participant group) shall not be more than two
percentage points. Additionally, the "Actual Deferral Percentage" for the
Highly Compensated Participant group shall not exceed the "Actual Deferral
Percentage" for the Non-Highly Compensated Participant group (for the
preceding Plan Year if the prior year testing method is used to calculate the
"Actual Deferral Percentage" for the Non-Highly Compensated Participant group)
multiplied by 2. The provisions of Code Section 401(k)(3) and Regulation
1.401(k)-1(b) are incorporated herein by reference.

However, in order to prevent the multiple use of the alternative method
described in (2) above and in Code Section 401(m)(9)(A), any Highly
Compensated Participant eligible to make elective deferrals pursuant to
Section 4.2 and to make Employee contributions or to receive matching
contributions under this Plan or under any other plan maintained by the
Employer or an Affiliated Employer shall have a combination of such
Participant's Elective Contributions and Employer matching contributions
reduced pursuant to Regulation 1.401(m)-2, the provisions of which are
incorporated herein by reference.

(b) For the purposes of this Section "Actual Deferral Percentage" means, with
respect to the Highly Compensated Participant group and Non-Highly Compensated
Participant group for a Plan Year, the average of the ratios, calculated
separately for each Participant in such group, of the amount of Employer
Elective Contributions allocated to each Participant's Elective Account for
such Plan Year, to such Participant's "414(s) Compensation" for such Plan
Year. The actual deferral ratio for each Participant and the "Actual Deferral
Percentage" for each group shall be calculated to the nearest one-hundredth of
one percent. Employer Elective Contributions allocated to each Non-Highly
Compensated Participant's Elective Account shall be reduced by Excess
Deferred Compensation to the extent such excess amounts are made under this
Plan or any other plan maintained by the Employer.

Notwithstanding the above, if the prior year testing method is used to
calculate the "Actual Deferral Percentage" for the Non-Highly Compensated
Participant group for the first Plan Year of this amendment and restatement,
the "Actual Deferral Percentage" for the Non-Highly Compensated Participant
group for the preceding Plan Year shall be calculated pursuant to the
provisions of the Plan then in effect.

(c) For the purposes of Sections 4.5(a) and 4.6, a Highly Compensated
Participant and a Non-Highly Compensated Participant shall include any
Employee eligible to make a deferral election pursuant to Section 4.2,
whether or not such deferral election was made or suspended pursuant to
Section 4.2.

Notwithstanding the above, if the prior year testing method is used to
calculate the "Actual Deferral Percentage" for the Non-Highly Compensated
Participant group for the first Plan Year of this amendment and restatement,
for purposes of Section 4.5(a) and 4.6, a Non-Highly Compensated Participant
shall include any such Employee eligible to make a deferral election, whether
or not such deferral election was made or suspended, pursuant to the
provisions of the Plan in effect for the preceding Plan Year.

(d) For purposes of this Section and Code Sections 401(a)(4), 410(b) and
401(k), this Plan may not be combined with any other plan.

(e) For the purpose of this Section, for Plan Years beginning after December
31, 1996, when calculating the "Actual Deferral Percentage" for the
Non-Highly Compensated Participant group, the current year testing method
shall be used. Any change from the current year testing method to the prior
year testing method shall be made pursuant to Internal Revenue Service Notice
98-1, Section VII (or superseding guidance), the provisions of which are
incorporated herein by reference.

(f) Notwithstanding anything in this Section to the contrary, the provisions
of this Section and Section 4.6 may be applied separately (or will be applied
separately to the extent required by Regulations) to each plan within the
meaning of Regulation 1.401(k)-1(g)(11). Furthermore, for Plan Years
beginning after December 31, 1998, the provisions of Code Section
401(k)(3)(F) may be used to exclude from consideration all Non-Highly
Compensated Employees who have not satisfied the minimum age and service
requirements of Code Section 410(a)(1)(A).

(g) Notwithstanding the above, contributions made pursuant to Section 4.1(b)
are intended to comply with this Section 4.5 pursuant to the alternative
methods permitted by Code Section 401(k)(12). In any Plan Year in which this
Plan satisfies the provisions of Code Section 401(k)(12) the provisions of
this Section of the Plan shall not apply.

4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

In the event (or if it is anticipated) that the initial allocations of the
Employer Elective Contributions made pursuant to Section 4.4 do (or might)
not satisfy one of the tests set forth in Section 4.5(a) for Plan Years
beginning after December 31, 1996, the Administrator shall adjust Excess
Contributions pursuant to the options set forth below:

(a) On or before the fifteenth day of the third month following the end of
each Plan Year, but in no event later than the close of the following Plan
Year, the Highly Compensated Participant having the largest dollar amount of
Elective Contributions shall have a portion of such Participant's Elective
Contributions distributed until the total amount of Excess Contributions has
been distributed, or until the amount of such Participant's Elective
Contributions equals the Elective Contributions of the Highly Compensated
Participant having the second largest dollar amount of Elective
Contributions. This process shall continue until the total amount of Excess
Contributions has been distributed. In determining the amount of Excess
Contributions to be distributed with respect to an affected Highly
Compensated Participant as determined herein, such amount shall be reduced
pursuant to Section 4.2(f) by any Excess Deferred Compensation previously
distributed to such affected Highly Compensated Participant for such
Participant's taxable year ending with or within such Plan Year.

(1) With respect to the distribution of Excess Contributions pursuant to (a)
above, such distribution:

(i) may be postponed but not later than the close of the Plan Year following
the Plan Year to which they are allocable;

(ii) shall be adjusted for Income; and

(iii) shall be designated by the Employer as a distribution of Excess
Contributions (and Income).

(2) Any distribution of less than the entire amount of Excess Contributions
shall be treated as a pro rata distribution of Excess Contributions and
Income.

(3) Matching contributions which relate to Excess Contributions shall be
forfeited unless the related matching contribution is distributed as an
Excess Aggregate Contribution pursuant to Section 4.8.

(b) Notwithstanding the above, within twelve (12) months after the end of the
Plan Year, the Employer may make a special Qualified Non-Elective Contribution
in accordance with one of the following provisions which contribution shall be
allocated to the Participant's Elective Account of each Non-Highly Compensated
Participant eligible to share in the allocation in accordance with such
provision. The Employer shall provide the Administrator with written
notification of the amount of the contribution being made and for which
provision it is being made pursuant to:

(1) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section
4.5(a). Such contribution shall be allocated in the same proportion that each
Non-Highly Compensated Participant's 414(s) Compensated for the year (or prior
year if the prior year testing method is being used) bears to the total 414(s)
Compensation of all Non-Highly Compensated Participants for such year.

(2) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section
4.5(a). Such contribution shall be allocated in the same proportion that each
Non-Highly Compensated Participant electing salary reductions pursuant to
Section 4.2 in the same proportion that each such Non-Highly Compensated
Participant's Deferred Compensation for the year (or at the end of the prior
Plan Year if the prior year testing method is being used) bears to the total
Deferred Compensation of all such Non-Highly Compensated Participants for
such year.

(3) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section
4.5(a). Such contribution shall be allocated in equal amounts (per capita).

(4) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants electing salary reductions pursuant to
Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated
failure of) one of the tests set forth in Section 4.5(a). Such contribution
shall be allocated for the year (or at the end of the prior Plan Year if the
prior year testing method is used) to each Non-Highly Compensated Participant
electing salary reductions pursuant to Section 4.2 in equal amounts (per
capita).

(5) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section
4.5(a). Such contribution shall be allocated to the Non-Highly Compensated
Participant having the lowest 414(s) Compensation, until one of the tests set
forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied), or
until such Non-Highly Compensated Participant has received the maximum
"annual addition" pursuant to Section 4.9. This process shall continue until
one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated
to be satisfied).

Notwithstanding the above, at the Employer's discretion, Non-Highly
Compensated Participants who are not employed at the end of the Plan Year (or
at the end of the prior Plan Year if the prior year testing method is being
used) shall not be eligible to receive a special Qualified Non-Elective
Contribution and shall be disregarded.

Notwithstanding the above, for Plan Years beginning after December 31, 1998,
if the testing method changes from the current year testing method to the
prior year testing method, then for purposes of preventing the double
counting of Qualified Non-Elective Contributions for the first testing year
for which the change is effective, any special Qualified Non-Elective
Contribution on behalf of Non-Highly Compensated Participants used to satisfy
the "Actual Deferral Percentage" or "Actual Contribution Percentage" test
under the current year testing method for the prior year testing year shall
be disregarded.

(c) If during a Plan Year, it is projected that the aggregate amount of
Elective Contributions to be allocated to all Highly Compensated Participants
under this Plan would cause the Plan to fail the tests set forth in Section
4.5(a), then the Administrator may automatically reduce the deferral amount
of affected Highly Compensated Participants, beginning with the Highly
Compensated Participant who has the highest deferral ratio until it is
anticipated the Plan will pass the tests or until the actual deferral ratio
equals the actual deferral ratio of the Highly Compensated Participant having
the next highest actual deferral ratio. This process may continue until it is
anticipated that the Plan will satisfy one of the tests set forth in Section
4.5(a). Alternatively, the Employer may specify a maximum percentage of
Compensation that may be deferred.

(d) Any Excess Contributions (and Income) which are distributed on or after 2
1/2 months after the end of the Plan Year shall be subject to the ten percent
(10%) Employer excise tax imposed by Code Section 4979.

4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS

(a) The "Actual Contribution Percentage" for Plan Years beginning after
December 31, 1996 for the Highly Compensated Participant group shall not
exceed the greater of:

(1) 125 percent of such percentage for the Non-Highly Compensated Participant
group (for the preceding Plan Year if the prior year testing method is used to
calculate the "Actual Deferral Percentage" for the Non-Highly Compensated
Participant group); or

(2) the lesser of 200 percent of such percentage for the Non-Highly
Compensated Participant group (for the preceding Plan Year if the prior year
testing method is used to calculate the "Actual Deferral Percentage" for the
Non-Highly Compensated Participant group), or such percentage for the
Non-Highly Compensated Participant group (for the preceding Plan Year if the
prior year testing method is used to calculate the "Actual Deferral
Percentage" for the Non-Highly Compensated Participant group) plus 2
percentage points. However, to prevent the multiple use of the alternative
method described in this paragraph and Code Section 401(m)(9)(A), any Highly
Compensated Participant eligible to make elective deferrals pursuant to
Section 4.2 or any other cash or deferred arrangement maintained by the
Employer or an Affiliated Employer and to make Employee contributions or to
receive matching contributions under this Plan or under any plan maintained
by the Employer or an Affiliated Employer shall have a combination of
Elective Contributions and Employer matching contributions reduced pursuant
to Regulation 1.401(m)-2 and Section 4.8(a). The provisions of Code Section
401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2 are incorporated herein
by reference.

(b) For the purposes of this Section and Section 4.8, "Actual Contribution
Percentage" for a Plan Year means, with respect to the Highly Compensated
Participant group and Non-Highly Compensated Participant group (for the
preceding Plan Year if the prior year testing method is used to calculate the
"Actual Deferral Percentage" for the Non-Highly Compensated Participant
group), the average of the ratios (calculated separately for each Participant
in each group and rounded to the nearest one-hundredth of one percent) of:

(1) the sum of Employer matching contributions pursuant to Section 4.1(b) (to
the extent such matching contributions are not used to satisfy the safe harbor
methods permitted by Code Sections 401(k)(12) and 401(m)(11)) and Employer
matching contributions made pursuant to Section 4.1(c) on behalf of each such
Participant for such Plan Year; to

(2) the Participant's "414(s) Compensation" for such Plan Year.
Notwithstanding the above, if the prior year testing method is used to
calculate the "Actual Contribution Percentage" for the Non-Highly Compensated
Participant group for the first Plan Year of this amendment and restatement,
for purposes of Section 4.7(a), the "Actual Contribution Percentage" for the
Non-Highly Compensated Participant group for the preceding Plan Year shall be
determined pursuant to the provisions of the Plan then in effect.

(c) For purposes of determining the "Actual Contribution Percentage," only
Employer matching contributions contributed to the Plan prior to the end of
the succeeding Plan Year shall be considered. In addition, the Administrator
may elect to take into account, with respect to Employees eligible to have
Employer matching contributions pursuant to Section 4.1(b) (to the extent
such matching contributions are not used to satisfy the safe harbor methods
permitted by Code Sections 401(k)(12) and 401(m)(11)) and Employer matching
contributions pursuant to Section 4.1(c) allocated to their accounts,
nonelective contributions (as described in Code Section 401(k)(12)(C)) (to
the extent such nonelective contributions are not used to satisfy the safe
harbor methods permitted by Code Sections 401(k)(12) and 401(m)), elective
deferrals (as defined in Regulation 1.402(g)-1(b)) and qualified non-elective
contributions (as defined in Code Section 401(m)(4)(C)) contributed to any
plan maintained by the Employer. Such nonelective contributions, elective
deferrals and qualified non-elective contributions shall be treated as
Employer matching contributions subject to Regulation 1.401(m)-1(b)(5) which
is incorporated herein by reference. However, the Plan Year must be the same
as the plan year of the plan to which the nonelective contributions, elective
deferrals and the qualified non-elective contributions are made.

(d) For purposes of this Section and Code Sections 401(a)(4), 410(b) and
401(m), this Plan may not be combined with any other plan.

(e) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated Participant
and Non-Highly Compensated Participant shall include any Employee eligible to
have Employer matching contributions (whether or not a deferral election was
made or suspended) allocated to the Participant's account for the Plan Year.

Notwithstanding the above, if the prior year testing method is used to
calculate the "Actual Contribution Percentage" for the Non-Highly Compensated
Participant group for the first Plan Year of this amendment and restatement,
for the purposes of Section 4.7(a), a Non-Highly Compensated Participant
shall include any such Employee eligible to have Employer matching
contributions (whether or not a deferral election was made or suspended)
allocated to the Participant's account for the preceding Plan Year pursuant
to the provisions of the Plan then in effect.

(f) For the purpose of this Section, for Plan Years beginning after December
31, 1996, when calculating the "Actual Contribution Percentage" for the
Non-Highly Compensated Participant group, the current year testing method
shall be used. Any change from the current year testing method to the prior
year testing method shall be made pursuant to Internal Revenue Service Notice
98-1, Section VII (or superseding guidance), the provisions of which are
incorporated herein by reference.

(g) Notwithstanding anything in this Section to the contrary, the provisions
of this Section and Section 4.8 may be applied separately (or will be applied
separately to the extent required by Regulations) to each plan within the
meaning of Regulation 1.401(k)-1(g)(11). Furthermore, for Plan Years
beginning after December 31, 1998, the provisions of Code Section
401(k)(3)(F) may be used to exclude from consideration all Non-Highly
Compensated Employees who have not satisfied the minimum age and service
requirements of Code Section 410(a)(1)(A).

(h) Notwithstanding the above, contributions made pursuant to Section 4.1(b)
are intended to comply with this Section 4.7 pursuant to the alternative
methods permitted by Code Section 401(m)(11). In any Plan Year in which this
Plan satisfies the provisions of Code Section 401(m)(11) the provisions of
this Section shall not apply.

4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

(a) In the event (or if it is anticipated) that, for Plan Years beginning
after December 31, 1996, the "Actual Contribution Percentage" for the Highly
Compensated Participant group exceeds (or might exceed) the "Actual
Contribution Percentage" for the Non-Highly Compensated Participant group
pursuant to Section 4.7(a), the Administrator (on or before the fifteenth day
of the third month following the end of the Plan Year, but in no event later
than the close of the following Plan Year) shall direct the Trustee to
distribute to the Highly Compensated Participant having the largest dollar
amount of contributions determined pursuant to Section 4.7(b)(1), the Vested
portion of such contributions (and Income allocable to such contributions)
and, if forfeitable, forfeit such non-Vested Excess Aggregate Contributions
attributable to Employer matching contributions (and Income allocable to such
forfeitures) until the total amount of Excess Aggregate Contributions has been
distributed, or until the Participant's remaining amount equals the amount of
contributions determined pursuant to Section 4.7(b)(1) of the Highly
Compensated Participant having the second largest dollar amount of
contributions. This process shall continue until the total amount of Excess
Aggregate Contributions has been distributed.

(b) Any distribution and/or forfeiture of less than the entire amount of
Excess Aggregate Contributions (and Income) shall be treated as a pro rata
distribution and/or forfeiture of Excess Aggregate Contributions and Income.
Distribution of Excess Aggregate Contributions shall be designated by the
Employer as a distribution of Excess Aggregate Contributions (and Income).
Forfeitures of Excess Aggregate Contributions shall be treated in accordance
with Section 4.4.

(c) Excess Aggregate Contributions, including forfeited matching
contributions, shall be treated as Employer contributions for purposes of
Code Sections 404 and 415 even if distributed from the Plan.
Forfeited matching contributions that are reallocated to Participants'
Accounts for the Plan Year in which the forfeiture occurs shall be treated as
an "annual addition" pursuant to Section 4.9(b) for the Participants to whose
Accounts they are reallocated and for the Participants from whose Accounts
they are forfeited.

(d) The determination of the amount of Excess Aggregate Contributions with
respect to any Plan Year shall be made after first determining the Excess
Contributions, if any, to be treated as after-tax voluntary Employee
contributions due to recharacterization for the plan year of any other
qualified cash or deferred arrangement (as defined in Code Section 401(k))
maintained by the Employer that ends with or within the Plan Year.

(e) If during a Plan Year the projected aggregate amount of Employer matching
contributions to be allocated to all Highly Compensated Participants under
this Plan would, by virtue of the tests set forth in Section 4.7(a), cause
the Plan to fail such tests, then the Administrator may automatically reduce
proportionately or in the order provided in Section 4.8(a) each affected
Highly Compensated Participant's projected share of such contributions by an
amount necessary to satisfy one of the tests set forth in Section 4.7(a).

(f) Notwithstanding the above, within twelve (12) months after the end of the
Plan Year, the Employer may make a special Qualified Non-Elective Contribution
in accordance with one of the following provisions which contribution shall be
allocated to the Participant's Account of each Non-Highly Compensated
Participant eligible to share in the allocation in accordance with such
provision. The Employer shall provide the Administrator with written
notification of the amount of the contribution being made and for which
provision it is being made pursuant to:

(1) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7.
Such contribution shall be allocated in the same proportion that each
Non-Highly Compensated Participant's 414(s) Compensation for the year (or
prior year if the prior year testing method is being used) bears to the total
414(s) Compensation of all Non-Highly Compensated Participants for such year.

(2) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7.
Such contribution shall be allocated in the same proportion that each
Non-Highly Compensated Participant electing salary reductions pursuant to
Section 4.2 in the same proportion that each such Non-Highly Compensated
Participant's Deferred Compensation for the year (or at the end of the prior
Plan Year if the prior year testing method is being used) bears to the total
Deferred Compensation of all such Non-Highly Compensated Participants for
such year.

(3) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7.
Such contribution shall be allocated in equal amounts (per capita).

(4) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants electing salary reductions pursuant to
Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated
failure of) one of the tests set forth in Section 4.7. Such contribution
shall be allocated for the year (or at the end of the prior Plan Year if the
prior year testing method is used) to each Non-Highly Compensated Participant
electing salary reductions pursuant to Section 4.2 in equal amounts (per
capita).

(5) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7.
Such contribution shall be allocated to the Non-Highly Compensated
Participant having the lowest 414(s) Compensation, until one of the tests set
forth in Section 4.7 is satisfied (or is anticipated to be satisfied), or
until such Non-Highly Compensated Participant has received the maximum
"annual addition" pursuant to Section 4.9. This process shall continue until
one of the tests set forth in Section 4.7 is satisfied (or is anticipated to
be satisfied).

Notwithstanding the above, at the Employer's discretion, Non-Highly
Compensated Participants who are not employed at the end of the Plan Year (or
at the end of the prior Plan Year if the prior year testing method is being
used) shall not be eligible to receive a special Qualified Non-Elective
Contribution and shall be disregarded.

Notwithstanding the above, for Plan Years beginning after December 31, 1998,
if the testing method changes from the current year testing method to the
prior year testing method, then for purposes of preventing the double
counting of Qualified Non-Elective Contributions for the first testing year
for which the change is effective, any special Qualified Non-Elective
Contribution on behalf of Non-Highly Compensated Participants used to satisfy
the "Actual Deferral Percentage" or "Actual Contribution Percentage" test
under the current year testing method for the prior year testing year shall
be disregarded.

(g) Any Excess Aggregate Contributions (and Income) which are distributed on
or after 2 1/2 months after the end of the Plan Year shall be subject to the
ten percent (10%) Employer excise tax imposed by Code Section 4979.
4.9 MAXIMUM ANNUAL ADDITIONS

(a) Notwithstanding the foregoing, for "limitation year" beginning after
December 31, 1994, the maximum "annual additions" credited to a Participant's
accounts for any "limitation year" shall equal the lesser of: (1) $30,000
adjusted annually as provided in Code Section 415(d) pursuant to the
Regulations, or (2) twenty-five percent (25%) of the Participant's "415
Compensation" for such "limitation year." If the Employer contribution that
would otherwise be contributed or allocated to the Participant's accounts
would cause the "annual additions" for the "limitation year" to exceed the
maximum "annual additions," the amount contributed or allocated will be
reduced so that the "annual additions" for the "limitation year" will equal
the maximum "annual additions," and any amount in excess of the maximum
"annual additions," which would have been allocated to such Participant may
be allocated to other Participants. For any short "limitation year," the
dollar limitation in (1) above shall be reduced by a fraction, the numerator
of which is the number of full months in the short "limitation year" and the
denominator of which is twelve (12).

(b) For purposes of applying the limitations of Code Section 415, "annual
additions" means the sum credited to a Participant's accounts for any
"limitation year" of (1) Employer contributions, (2) Employee contributions,
(3) forfeitures, (4) amounts allocated, after March 31, 1984, to an
individual medical account, as defined in Code Section 415(l)(2) which is
part of a pension or annuity plan maintained by the Employer and (5) amounts
derived from contributions paid or accrued after December 31, 1985, in
taxable years ending after such date, which are attributable to
post-retirement medical benefits allocated to the separate account of a key
employee (as defined in Code Section 419A(d)(3)) under a welfare benefit plan
(as defined in Code Section 419(e)) maintained by the Employer. Except,
however, the "415 Compensation" percentage limitation referred to in
paragraph (a)(2) above shall not apply to: (1) any contribution for medical
benefits (within the meaning of Code Section 419A(f)(2)) after separation
from service which is otherwise treated as an "annual addition," or (2) any
amount otherwise treated as an "annual addition" under Code Section 415(l)(1).

(c) For purposes of applying the limitations of Code Section 415, the
following are not "annual additions": (1) the transfer of funds from one
qualified plan to another and (2) provided no more than one-third of the
Employer contributions for the year are allocated to Highly Compensated
Participants, Forfeitures of Company Stock purchased with the proceeds of an
Exempt Loan and Employer contributions applied to the payment of interest on
an Exempt Loan. In addition, the following are not Employee contributions for
the purposes of Section 4.9(b) (1) rollover contributions (as defined in Code
Sections 402(a)(5), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of
loans made to a Participant from the Plan; (3) repayments of distributions
received by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs);
(4) repayments of distributions received by an Employee pursuant to Code
Section 411(a)(3)(D) (mandatory contributions); and (5) Employee
contributions to a simplified employee pension excludable from gross income
under Code Section 408(k)(6).

(d) For purposes of applying the limitations of Code Section 415, the
"limitation year" shall be the Plan Year.

(e) For the purpose of this Section, all qualified defined contribution plans
(whether terminated or not) ever maintained by the Employer shall be treated
as one defined contribution plan.

(f) For the purpose of this Section, if the Employer is a member of a
controlled group of corporations, trades or businesses under common control
(as defined by Code Section 1563(a) or Code Section 414(b) and (c) as
modified by Code Section 415(h)), is a member of an affiliated service group
(as defined by Code Section 414(m)), or is a member of a group of entities
required to be aggregated pursuant to Regulations under Code Section 414(o),
all Employees of such Employers shall be considered to be employed by a
single Employer.

(g) For the purpose of this Section, if this Plan is a Code Section 413(c)
plan, each Employer who maintains this Plan will be considered to be a
separate Employer.

(h)

(1) If a Participant participates in more than one defined contribution plan
maintained by the Employer which have different Anniversary Dates, the
maximum "annual additions" under this Plan shall equal the maximum "annual
additions" for the "limitation year" minus any "annual additions" previously
credited to such Participant's accounts during the "limitation year."

(2) If a Participant participates in both a defined contribution plan subject
to Code Section 412 and a defined contribution plan not subject to Code
Section 412 maintained by the Employer which have the same Anniversary Date,
"annual additions" will be credited to the Participant's accounts under the
defined contribution plan subject to Code Section 412 prior to crediting
"annual additions" to the Participant's accounts under the defined
contribution plan not subject to Code Section 412.

(3) If a Participant participates in more than one defined contribution plan
not subject to Code Section 412 maintained by the Employer which have the
same Anniversary Date, the maximum "annual additions" under this Plan shall
equal the product of (A) the maximum "annual additions" for the "limitation
year" minus any "annual additions" previously credited under subparagraphs
(1) or (2) above, multiplied by (B) a fraction (i) the numerator of which is
the "annual additions" which would be credited to such Participant's accounts
under this Plan without regard to the limitations of Code Section 415 and (ii)
the denominator of which is such "annual additions" for all plans described in
this subparagraph.

(i) Notwithstanding anything contained in this Section to the contrary, the
limitations, adjustments and other requirements prescribed in this Section
shall at all times comply with the provisions of Code Section 415 and the
Regulations thereunder.

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

(a) If, as a result of a reasonable error in estimating a Participant's
Compensation, a reasonable error in determining the amount of elective
deferrals (within the meaning of Code Section 402(g)(3)) that may be made
with respect to any Participant under the limits of Section 4.9 or other
facts and circumstances to which Regulation 1.415-6(b)(6) shall be
applicable, the "annual additions" under this Plan would cause the maximum
"annual additions" to be exceeded for any Participant, the "excess amount"
will be disposed of in one of the following manners, as uniformly determined
by the Administrator for all Participants similarly situated.

(1) Any unmatched Deferred Compensation and, thereafter, proportionately from
Deferred Compensation which is matched and matching contributions which relate
to such Deferred Compensation, will be reduced to the extent they would reduce
the "excess amount." The Deferred Compensation (and for "limitation years"
beginning after December 31, 1995, any gains attributable to such Deferred
Compensation) will be distributed to the Participant and the Employer
matching contributions (and for "limitation years" beginning after December
31, 1995, any gains attributable to such matching contributions) will be used
to reduce the Employer contribution in the next "limitation year";

(2) If, after the application of subparagraph (1) above, an "excess amount"
still exists, and the Participant is covered by the Plan at the end of the
"limitation year," the "excess amount" will be used to reduce the Employer
contribution for such Participant in the next "limitation year," and each
succeeding "limitation year" if necessary;

(3) If, after the application of subparagraph (1) above, an "excess amount"
still exists, and the Participant is not covered by the Plan at the end of
the "limitation year," the "excess amount" will be held unallocated in a
"Section 415 suspense account." The "Section 415 suspense account" will be
applied to reduce future Employer contributions for all remaining
Participants in the next "limitation year," and each succeeding "limitation
year" if necessary;

(4) If a "Section 415 suspense account" is in existence at any time during
the "limitation year" pursuant to this Section, it will not participate in
the allocation of investment gains and losses of the Trust Fund. If a
"Section 415 suspense account" is in existence at any time during a
particular "limitation year," all amounts in the "Section 415 suspense
account" must be allocated and reallocated to Participants' accounts before
any Employer contributions or any Employee contributions may be made to the
Plan for that "limitation year." Except as provided in (1) above, "excess
amounts" may not be distributed to Participants or Former Participants.

(b) For purposes of this Article, "excess amount" for any Participant for a
"limitation year" shall mean the excess, if any, of (1) the "annual
additions" which would be credited to the Participant's account under the
terms of the Plan without regard to the limitations of Code Section 415 over
(2) the maximum "annual additions" determined pursuant to Section 4.9.

(c) For purposes of this Section, "Section 415 suspense account" shall mean
an unallocated account equal to the sum of "excess amounts" for all
Participants in the Plan during the "limitation year."

4.11 ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS

(a) With the consent of the Administrator, amounts may be transferred (within
the meaning of Code Section 414(l)) to this Plan from other tax qualified
plans under Code Section 401(a) by Eligible Employees, provided that the
trust from which such funds are transferred permits the transfer to be made
and the transfer will not jeopardize the tax exempt status of the Plan or
Trust or create adverse tax consequences for the Employer. Prior to accepting
any transfers to which this Section applies, the Administrator may require an
opinion of counsel that the amounts to be transferred meet the requirements
of this Section. The amounts transferred shall be set up in a separate
account herein referred to as a Participant's Transfer/Rollover Account. Such
account shall be fully Vested at all times and shall not be subject to
Forfeiture for any reason.

Except as permitted by Regulations (including Regulation 1.411(d)-4), amounts
attributable to elective contributions (as defined in Regulation
1.401(k)-1(g)(3)), including amounts treated as elective contributions, which
are transferred from another qualified plan in a plan-to-plan transfer (other
than a direct rollover) shall be subject to the distribution limitations
provided for in Regulation 1.401(k)-1(d).

(b) With the consent of the Administrator, the Plan may accept a "rollover"
by Eligible Employees, provided the "rollover" will not jeopardize the tax
exempt status of the Plan or create adverse tax consequences for the
Employer. Prior to accepting any "rollovers" to which this Section applies,
the Administrator may require the Employee to establish (by providing opinion
of counsel or otherwise) that the amounts to be rolled over to this Plan meet
the requirements of this Section. The amounts rolled over shall be set up in
a separate account herein referred to as a "Participant's Transfer/Rollover
Account." Such account shall be fully Vested at all times and shall not be
subject to Forfeiture for any reason.

For purposes of this Section, the term "qualified plan" shall mean any tax
qualified plan under Code Section 401(a), or, any other plans from which
distributions are eligible to be rolled over into this Plan pursuant to the
Code. The term "rollover" means: (i) amounts transferred to this Plan
directly from another qualified plan; (ii) distributions received by an
Employee from other "qualified plans" which are eligible for tax-free
rollover to a "qualified plan" and which are transferred by the Employee to
this Plan within sixty (60) days following receipt thereof; (iii) amounts
transferred to this Plan from a conduit individual retirement account
provided that the conduit individual retirement account has no assets other
than assets which (A) were previously distributed to the Employee by another
"qualified plan" (B) were eligible for tax-free rollover to a "qualified
plan" and (C) were deposited in such conduit individual retirement account
within sixty (60) days of receipt thereof; (iv) amounts distributed to the
Employee from a conduit individual retirement account meeting the
requirements of clause (iii) above, and transferred by the Employee to this
Plan within sixty (60) days of receipt thereof from such conduit individual
retirement account; and (v) any other amounts which are eligible to be rolled
over to this Plan pursuant to the Code.

(c) Amounts in a Participant's Transfer/Rollover Account shall be held by the
Trustee pursuant to the provisions of this Plan and may not be withdrawn by,
or distributed to the Participant, in whole or in part, except as provided in
paragraph (d) of this Section. The Trustee shall have no duty or
responsibility to inquire as to the propriety of the amount, value or type of
assets transferred, nor to conduct any due diligence with respect to such
assets; provided, however, that such assets are otherwise eligible to be held
by the Trustee under the terms of this Plan.

(d) The Administrator, at the election of the Participant, shall direct the
Trustee to distribute all or a portion of the amount credited to the
Participant's Transfer/Rollover Account. Any distributions of amounts held in
a Participant's Transfer/Rollover Account shall be made in a manner which is
consistent with and satisfies the provisions of Section 7.5, including, but
not limited to, all notice and consent requirements of Code Section
411(a)(11) and the Regulations thereunder. Furthermore, such amounts shall be
considered as part of a Participant's benefit in determining whether an
involuntary cash-out of benefits may be made without Participant consent.

(e) The Administrator may direct that Employee transfers and rollovers made
after a Valuation Date be segregated into a separate account for each
Participant until such time as the allocations pursuant to this Plan have
been made, at which time they may remain segregated or be invested as part of
the general Trust Fund or be directed by the Participant pursuant to Section
4.12.

(f) This Plan shall not accept any direct or indirect transfers (as that term
is defined and interpreted under Code Section 401(a)(11) and the Regulations
thereunder) from a defined benefit plan, money purchase plan (including a
target benefit plan), stock bonus or profit sharing plan which would
otherwise have provided for a life annuity form of payment to the Participant.

(g) Notwithstanding anything herein to the contrary, a transfer directly to
this Plan from another qualified plan (or a transaction having the effect of
such a transfer) shall only be permitted if it will not result in the
elimination or reduction of any "Section 411(d)(6) protected benefit" as
described in Section 9.1.

4.12 DIRECTED INVESTMENT ACCOUNT

(a) Participants may, subject to Section 4.12(d) and a procedure established
by the Administrator (the Participant Direction Procedures) and applied in a
uniform nondiscriminatory manner, direct the Trustee, in writing (or in such
other form which is acceptable to the Trustee), to invest all or a portion of
their individual account balances in specific assets, specific funds or other
investments permitted under the Plan and the Participant Direction
Procedures. That portion of the interest of any Participant so directing will
thereupon be considered a Participant's Directed Account.

(b) As of each Valuation Date, all Participant Directed Accounts shall be
charged or credited with the net earnings, gains, losses and expenses as well
as any appreciation or depreciation in the market value using publicly listed
fair market values when available or appropriate as follows:

(1) to the extent that the assets in a Participant's Directed Account are
accounted for as pooled assets or investments, the allocation of earnings,
gains and losses of each Participant's Directed Account shall be based upon
the total amount of funds so invested in a manner proportionate to the
Participant's share of such pooled investment; and

(2) to the extent that the assets in the Participant's Directed Account are
accounted for as segregated assets, the allocation of earnings, gains and
losses from such assets shall be made on a separate and distinct basis.

(c) Investment directions will be processed as soon as administratively
practicable after proper investment directions are received from the
Participant. No guarantee is made by the Plan, Employer, Administrator or
Trustee that investment directions will be processed on a daily basis, and no
guarantee is made in any respect regarding the processing time of an
investment direction. Notwithstanding any other provision of the Plan, the
Employer, Administrator or Trustee reserves the right to not value an
investment option on any given Valuation Date for any reason deemed
appropriate by the Employer, Administrator or Trustee. Furthermore, the
processing of any investment transaction may be delayed for any legitimate
business reason (including, but not limited to, failure of systems or
computer programs, failure of the means of the transmission of data, force
majeure, the failure of a service provider to timely receive values or
prices, and correction for errors or omissions or the errors or omissions of
any service provider). The processing date of a transaction will be binding
for all purposes of the Plan and considered the applicable Valuation Date for
an investment transaction.

(d) Each "Qualified Participant" may elect within ninety (90) days after the
close of each Plan Year during the "Qualified Election Period" to direct the
Trustee in writing as to the distribution in cash and/or Company Stock of 25
percent of the total number of shares of Company Stock acquired by or
contributed to the Plan that have ever been allocated to such "Qualified
Participant's" Company Stock Account (reduced by the number of shares of
Company Stock previously distributed in cash and/or Company Stock pursuant to
a prior election). In the case of the election year in which the last election
can be made by the Participant, the preceding sentence shall be applied by
substituting "50 percent" for "25 percent." If the "Qualified Participant"
elects to direct the Trustee as to the distribution of the Participant's
Company Stock Account, such direction shall be effective no later than 180
days after the close of the Plan Year to which such direction applies.

Notwithstanding the above, if the fair market value (determined pursuant to
Section 6.1 at the Plan Valuation Date immediately preceding the first day on
which a "Qualified Participant" is eligible to make an election) of Company
Stock acquired by or contributed to the Plan and allocated to a "Qualified
Participant's" Company Stock Account is $500 or less, then such Company Stock
shall not be subject to this paragraph. For purposes of determining whether
the fair market value exceeds $500, Company Stock held in accounts of all
employee stock ownership plans (as defined in Code Section 4975(e)(7)) and
tax credit employee stock ownership plans (as defined in Code Section 409(a))
maintained by the Employer or any Affiliated Employer shall be considered as
held by the Plan.

(e) For the purposes of this Section the following definitions shall apply:

(1) "Qualified Participant" means any Participant or Former Participant who
has completed ten (10) Years of Service as a Participant and has attained age
55.

(2) "Qualified Election Period" means the six (6) Plan Year period beginning
with the later of (i) the first Plan Year in which the Participant first
became a "Qualified Participant," or (ii) the first Plan Year beginning after
December 31, 1986.

4.13 QUALIFIED MILITARY SERVICE

Notwithstanding any provision of this Plan to the contrary, effective
December 12, 1994, contributions, benefits and service will be provided in
accordance with Code Section 414(u).

Article V
FUNDING AND INVESTMENT POLICY

5.1 INVESTMENT POLICY

(a) The Plan is designed to invest primarily in Company Stock.

(b) With due regard to subparagraph (a) above, the Administrator may also
direct the Trustee to invest funds under the Plan in other property described
in the Trust or in life insurance policies to the extent permitted by
subparagraph (c) below, or the Trustee may hold such funds in cash or cash
equivalents.

(c) With due regard to subparagraph (a) above, the Administrator may also
direct the Trustee to invest funds under the Plan in insurance policies on
the life of any "keyman" Employee. The proceeds of a "keyman" insurance
policy may not be used for the repayment of any indebtedness owed by the Plan
which is secured by Company Stock. In the event any "keyman" insurance is
purchased by the Trustee, the premiums paid thereon during any Plan Year, net
of any policy dividends and increases in cash surrender values, shall be
treated as the cost of Plan investment and any death benefit or cash
surrender value received shall be treated as proceeds from an investment of
the Plan.

(d) The Plan may not obligate itself to acquire Company Stock from a
particular holder thereof at an indefinite time determined upon the happening
of an event such as the death of the holder.

(e) The Plan may not obligate itself to acquire Company Stock under a put
option binding upon the Plan. However, at the time a put option is exercised,
the Plan may be given an option to assume the rights and obligations of the
Employer under a put option binding upon the Employer.

(f) All purchases of Company Stock shall be made at a price which, in the
judgment of the Administrator, does not exceed the fair market value thereof.
All sales of Company Stock shall be made at a price which, in the judgment of
the Administrator, is not less than the fair market value thereof. The
valuation rules set forth in Article VI shall be applicable.

5.2 APPLICATION OF CASH

Employer contributions in cash, and any earnings on such contributions, shall
first be applied to pay any Current Obligations of the Trust Fund.
5.3 LOANS TO THE TRUST

(a) The Plan may borrow money for any lawful purpose, provided the proceeds
of an Exempt Loan are used within a reasonable time after receipt only for
any or all of the following purposes:

(1) To acquire Company Stock.

(2) To repay such loan.

(3) To repay a prior Exempt Loan.

(b) All loans to the Trust which are made or guaranteed by a disqualified
person must satisfy all requirements applicable to Exempt Loans including but
not limited to the following:

(1) The loan must be at a reasonable rate of interest;
(2) Any collateral pledged to the creditor by the Plan shall consist only of
the Company Stock purchased with the borrowed funds;
(3) Under the terms of the loan, any pledge of Company Stock shall provide
for the release of shares so pledged on a pro-rata basis pursuant to Section
4.4(e);

(4) Under the terms of the loan, the creditor shall have no recourse against
the Plan except with respect to such collateral, earnings attributable to
such collateral, Employer contributions (other than contributions of Company
Stock) that are made to meet Current Obligations and earnings attributable to
such contributions;

(5) 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;

(6) In the event of default upon an Exempt Loan, the value of the Trust Fund
transferred in satisfaction of the Exempt Loan shall not exceed the amount of
default. If the lender is a disqualified person, an Exempt Loan shall provide
for a transfer of Trust Funds upon default only upon and to the extent of the
failure of the Plan to meet the payment schedule of the Exempt Loan;

(7) Exempt Loan payments during a Plan Year must not exceed an amount equal
to: (A) the sum, over all Plan Years, of all contributions and cash dividends
paid by the Employer to the Plan with respect to such Exempt Loan and earnings
on such Employer contributions and cash dividends, less (B) the sum of the
Exempt Loan payments in all preceding Plan Years. A separate accounting shall
be maintained for such Employer contributions, cash dividends and earnings
until the Exempt Loan is repaid.

(c) For purposes of this Section, the term "disqualified person" means a
person who is a Fiduciary, a person providing services to the Plan, an
Employer any of whose Employees are covered by the Plan, an employee
organization any of whose members are covered by the Plan, an owner, direct
or indirect, of 50% or more of the total combined voting power of all classes
of voting stock or of the total value of all classes of the stock, or an
officer, director, 10% or more shareholder, or a highly compensated Employee.

Article VI
VALUATIONS

6.1 VALUATION OF THE TRUST FUND

The Administrator shall direct the Trustee, as of each Valuation Date, to
determine the net worth of the assets comprising the Trust Fund as it exists
on the Valuation Date. In determining such net worth, the Trustee shall value
the assets comprising the Trust Fund at their fair market value (or their
contractual value in the case of a Contract or Policy) as of the Valuation
Date and shall deduct all expenses for which the Trustee has not yet obtained
reimbursement from the Employer or the Trust Fund. The Trustee may update the
value of any shares held in the Participant Directed Account by reference to
the number of shares held by that Participant, priced at the market value as
of the Valuation Date.

6.2 METHOD OF VALUATION

Valuations must be made in good faith and based on all relevant factors for
determining the fair market value of securities. In the case of a transaction
between a Plan and a disqualified person, value must be determined as of the
date of the transaction. For all other Plan purposes, value must be
determined as of the most recent Valuation Date under the Plan. An
independent appraisal will not in itself be a good faith determination of
value in the case of a transaction between the Plan and a disqualified
person. However, in other cases, a determination of fair market value based
on at least an annual appraisal independently arrived at by a person who
customarily makes such appraisals and who is independent of any party to the
transaction will be deemed to be a good faith determination of value. Company
Stock not readily tradeable on an established securities market shall be
valued by an independent appraiser meeting requirements similar to the
requirements of the Regulations prescribed under Code Section 170(a)(1).

Article VII
DETERMINATION AND DISTRIBUTION OF BENEFITS

7.1 DETERMINATION OF BENEFITS UPON RETIREMENT

Every Participant may terminate employment with the Employer and retire for
the purposes hereof on the Participant's Normal Retirement Date. However, a
Participant may postpone the termination of employment with the Employer to a
later date, in which event the participation of such Participant in the Plan,
including the right to receive allocations pursuant to Section 4.4, shall
continue until such Participant's Late Retirement Date. Upon a Participant's
Retirement Date or attainment of Normal Retirement Date without termination
of employment with the Employer, or as soon thereafter as is practicable, the
Trustee shall distribute, at the election of the Participant, all amounts
credited to such Participant's Combined Account in accordance with Sections
7.5 and 7.6.

7.2 DETERMINATION OF BENEFITS UPON DEATH

(a) Upon the death of a Participant before the Participant's Retirement Date
or other termination of employment, all amounts credited to such
Participant's Combined Account shall become fully Vested. If elected,
distribution of the Participant's Combined Account shall commence not later
than one (1) year after the close of the Plan Year in which such
Participant's death occurs. The Administrator shall direct the Trustee, in
accordance with the provisions of Sections 7.5 and 7.6, to distribute the
value of the deceased Participant's accounts to the Participant's Beneficiary.

(b) Upon the death of a Former Participant, the Administrator shall direct
the Trustee, in accordance with the provisions of Sections 7.5 and 7.6, to
distribute any remaining Vested amounts credited to the accounts of a
deceased Former Participant to such Former Participant's Beneficiary.

(c) Any security interest held by the Plan by reason of an outstanding loan
to the Participant or Former Participant shall be taken into account in
determining the amount of the death benefit.

(d) The Administrator may require such proper proof of death and such
evidence of the right of any person to receive payment of the value of the
account of a deceased Participant or Former Participant as the Administrator
may deem desirable. The Administrator's determination of death and of the
right of any person to receive payment shall be conclusive.

(e) The Beneficiary of the death benefit payable pursuant to this Section
shall be the Participant's spouse. Except, however, the Participant may
designate a Beneficiary other than the spouse if:

(1) the spouse has waived the right to be the Participant's Beneficiary, or
(2) the Participant is legally separated or has been abandoned (within the
meaning of local law) and the Participant has a court order to such effect
(and there is no "qualified domestic relations order" as defined in Code
Section 414(p) which provides otherwise), or
(3) the Participant has no spouse, or
(4) the spouse cannot be located.

In such event, the designation of a Beneficiary shall be made on a form
satisfactory to the Administrator. A Participant may at any time revoke a
designation of a Beneficiary or change a Beneficiary by filing written (or in
such other form as permitted by the Internal Revenue Service) notice of such
revocation or change with the Administrator. However, the Participant's
spouse must again consent in writing (or in such other form as permitted by
the Internal Revenue Service) to any change in Beneficiary unless the
original consent acknowledged that the spouse had the right to limit consent
only to a specific Beneficiary and that the spouse voluntarily elected to
relinquish such right.

(f) In the event no valid designation of Beneficiary exists, or if the
Beneficiary is not alive at the time of the Participant's death, the death
benefit will be paid to the Participant's estate. If the Beneficiary does not
predecease the Participant, but dies prior to distribution of the death
benefit, the death benefit will be paid to the Beneficiary's estate.

(g) Notwithstanding anything in this Section to the contrary, if a
Participant has designated the spouse as a Beneficiary, then a divorce decree
or a legal separation that relates to such spouse shall revoke the
Participant's designation of the spouse as a Beneficiary unless the decree or
a qualified domestic relations order (within the meaning of Code Section
414(p)) provides otherwise.

(h) Any consent by the Participant's spouse to waive any rights to the death
benefit must be in writing (or in such other form as permitted by the
Internal Revenue Service), must acknowledge the effect of such waiver, and be
witnessed by a Plan representative or a notary public. Further, the spouse's
consent must be irrevocable and must acknowledge the specific nonspouse
Beneficiary.

7.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

In the event of a Participant's Total and Permanent Disability prior to the
Participant's Retirement Date or other termination of employment, all amounts
credited to such Participant's Combined Account shall become fully Vested. In
the event of a Participant's Total and Permanent Disability, the
Administrator, in accordance with the provisions of Sections 7.5 and 7.6,
shall direct the distribution to such Participant of all Vested amounts
credited to such Participant's Combined Account. If such Participant elects,
distribution shall commence not later than one (1) year after the close of
the Plan Year in which Total and Permanent Disability occurs.

7.4 DETERMINATION OF BENEFITS UPON TERMINATION

(a) If a Participant's employment with the Employer is terminated for any
reason other than death, Total and Permanent Disability or retirement, then
such Participant shall be entitled to such benefits as are provided
hereinafter pursuant to this Section 7.4.

If a portion of a Participant's Account is forfeited, Company Stock allocated
to the Participant's Company Stock Account must be forfeited only after the
Participant's Other Investments Account has been depleted. If interest in
more than one class of Company Stock has been allocated to a Participant's
Account, the Participant must be treated as forfeiting the same proportion of
each such class.

Distribution of the funds due to a Terminated Participant shall be made on
the occurrence of an event which would result in the distribution had the
Terminated Participant remained in the employ of the Employer (upon the
Participant's death, Total and Permanent Disability or Normal Retirement).
However, at the election of the Participant, the Administrator shall direct
the Trustee that the entire Vested portion of the Terminated Participant's
Combined Account to be payable to such Terminated Participant on or after the
Anniversary Date coinciding with or next following termination of employment
Any distribution under this paragraph shall be made in a manner which is
consistent with and satisfies the provisions of Section 7.5 and 7.6,
including, but not limited to, all notice and consent requirements of Code
Section 411(a)(11) and the Regulations thereunder.

If, for Plan Years beginning after August 5, 1997, the value of a Terminated
Participant's Vested benefit derived from Employer and Employee contributions
does not exceed $5,000 ($3,500 for Plan Years beginning prior to August 6,
1997) and, if the distribution is made prior to March 22, 1999, has never
exceeded $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997) at
the time of any prior distribution, then the Administrator shall direct the
Trustee to cause the entire Vested benefit to be paid to such Participant in
a single lump sum.

(b) A Participant shall become fully Vested in the Participant's Account
immediately upon entry into the Plan.

(c) The computation of a Participant's nonforfeitable percentage of such
Participant's interest in the Plan shall not be reduced as the result of any
direct or indirect amendment to this Plan. In the event that the Plan is
amended to change or modify any vesting schedule, or if the Plan is amended
in any way that directly or indirectly affects the computation of the
Participant's nonforfeitable percentage, or if the Plan is deemed amended by
an automatic change to a top heavy vesting schedule then each Participant
with at least three (3) Years of Service as of the expiration date of the
election period may elect to have such Participant's nonforfeitable
percentage computed under the Plan without regard to such amendment or
change. If a Participant fails to make such election, then such Participant
shall be subject to the new vesting schedule. The Participant's election
period shall commence on the adoption date of the amendment and shall end
sixty (60) days after the latest of:

(1) the adoption date of the amendment,
(2) the effective date of the amendment, or
(3) the date the Participant receives written notice of the amendment from
the Employer or Administrator.

7.5 DISTRIBUTION OF BENEFITS

(a) The Administrator, pursuant to the election of the Participant, shall
direct the Trustee to distribute to a Participant or such Participant's
Beneficiary any amount to which the Participant is entitled under the Plan in
one or more of the following methods:

(1) One lump-sum payment.
(2) Payments over a period certain in monthly, quarterly, semiannual, or
annual installments. The period over which such payment is to be made shall
not extend beyond the earlier of the Participant's life expectancy (or the
life expectancy of the Participant and the Participant's designated
Beneficiary) or the limited distribution period provided for in Section
7.5(b).

(b) Unless the Participant elects in writing (or such other form as permitted
by the Internal Revenue Service) a longer distribution period, distributions
to a Participant or the Participant's Beneficiary attributable to Company
Stock shall be in substantially equal monthly, quarterly, semiannual, or
annual installments over a period not longer than five (5) years. In the case
of a Participant with an account balance attributable to Company Stock in
excess of $500,000, the five (5) year period shall be extended one (1)
additional year (but not more than five (5) additional years) for each
$100,000 or fraction thereof by which such balance exceeds $500,000. The
dollar limits shall be adjusted at the same time and in the same manner as
provided in Code Section 415(d).

(c) Any distribution to a Participant, for Plan Years beginning after August
5, 1997, who has a benefit which exceeds $5,000 ($3,500 for Plan Years
beginning prior to August 6, 1997) or, if the distribution is made prior to
March 22, 1999, has ever exceeded $5,000 ($3,500 for Plan Years beginning
prior to August 6, 1997) at the time of any prior distribution, shall require
such Participant's written (or in such other form as permitted by the Internal
Revenue Service) consent if such distribution commences prior to the time the
benefit is "immediately distributable." A benefit is "immediately
distributable" if any part of the benefit could be distributed to the
Participant (or surviving spouse) before the Participant attains (or would
have attained if not deceased) the later of the Participant's Normal
Retirement Age or age 62. However, for distributions prior to October 17,
2000, if a Participant has begun to receive distributions pursuant to an
optional form of benefit under which at least one scheduled periodic
distribution has not yet been made, and if the value of the Participant's
benefit, determined at the time of the first distribution under that optional
form of benefit, exceeded $5,000 ($3,500 for Plan Years beginning prior to
August 6, 1997), then the value of the Participant's benefit prior to October
17, 2000 is deemed to continue to exceed such amount. With regard to this
required consent:

(1) The Participant must be informed of the right to defer receipt of the
distribution. If a Participant fails to consent, it shall be deemed an
election to defer the commencement of payment of any benefit. However, any
election to defer the receipt of benefits shall not apply with respect to
distributions which are required under Section 7.5(f).
(2) Notice of the rights specified under this paragraph shall be provided no
less than thirty (30) days and no more than ninety (90) days before the date
the distribution commences.
(3) Written (or such other form as permitted by the Internal Revenue Service)
consent of the Participant to the distribution must not be made before the
Participant receives the notice and must not be made more than ninety (90)
days before the date the distribution commences.
(4) No consent shall be valid if a significant detriment is imposed under the
Plan on any Participant who does not consent to the distribution.
Any such distribution may commence less than thirty (30) days after the
notice required under Regulation 1.411(a)-11(c) is given, provided that: (1)
the Administrator clearly informs the Participant that the Participant has a
right to a period of at least thirty (30) days after receiving the notice to
consider the decision of whether or not to elect a distribution (and, if
applicable, a particular distribution option), and (2) the Participant, after
receiving the notice, affirmatively elects a distribution.

(d) Notwithstanding anything herein to the contrary, the Administrator may
direct that cash dividends on shares of Company Stock allocable to
Participants' or Former Participants' Company Stock Accounts be distributed
to such Participants or Former Participants within ninety (90) days after the
close of the Plan Year in which the dividends are paid.

(e) Any part of a Participant's benefit which is retained in the Plan after
the Anniversary Date on which the Participant's participation ends will
continue to be treated as a Company Stock Account or as an Other Investments
Account (subject to Section 7.4(a) as provided in Article IV. However,
neither account will be credited with any further Employer contributions.

(f) Notwithstanding any provision in the Plan to the contrary, the
distribution of a Participant's benefits made on or after January 1, 1997
shall be made in accordance with the following requirements and shall
otherwise comply with Code Section 401(a)(9) and the Regulations thereunder
(including Regulation 1.401(a)(9)-2), the provisions of which are
incorporated herein by reference:

(1) A Participant's benefits shall be distributed or must begin to be
distributed not later than April 1st of the calendar year following the later
of (i) the calendar year in which the Participant attains age 70 1/2 or (ii)
the calendar year in which the Participant retires, provided, however, that
this clause (ii) shall not apply in the case of a Participant who is a "five
(5) percent owner" at any time during the Plan Year ending with or within the
calendar year in which such owner attains age 70 1/2. Such distributions shall
be equal to or greater than any required distribution.

Any Participant attaining age 70 1/2 in years after 1995 may elect by the
April 1st of the calendar year following the year in which the Participant
attained age 70 1/2 (or by December 31, 1997 in the case of a Participant
attaining age 70 1/2 in 1996), to defer distributions until the calendar year
following the calendar year in which the Participant retires.

Alternatively, distributions to a Participant must begin no later than the
applicable April 1st as determined under the preceding paragraph and must be
made over a period certain measured by the life expectancy of the Participant
(or the life expectancies of the Participant and the Participant's designated
Beneficiary) in accordance with Regulations.

(2) Distributions to a Participant and the Participant's Beneficiaries shall
only be made in accordance with the incidental death benefit requirements of
Code Section 401(a)(9)(G) and the Regulations thereunder.
With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum
distribution requirements of Code Section 401(a)(9) in accordance with the
Regulations under Code Section 401(a)(9) that were proposed on January 17,
2001, notwithstanding any provision of the Plan to the contrary. This
amendment shall continue in effect until the end of the last calendar year
beginning before the effective date of final Regulations under Code Section
401(a)(9) or such other date specified in guidance published by the Internal
Revenue Service.

(g) Notwithstanding any provision in the Plan to the contrary, distributions
upon the death of a Participant shall be made in accordance with the
following requirements and shall otherwise comply with Code Section 401(a)(9)
and the Regulations thereunder. If it is determined, pursuant to Regulations,
that the distribution of a Participant's interest has begun and the
Participant dies before the entire interest has been distributed, the
remaining portion of such interest shall be distributed at least as rapidly
as under the method of distribution selected pursuant to Section 7.5as of the
date of death. If a Participant dies before receiving any distributions of the
interest in the Plan or before distributions are deemed to have begun pursuant
to Regulations, then the death benefit shall be distributed to the
Participant's Beneficiaries by December 31st of the calendar year in which
the fifth anniversary of the Participant's date of death occurs.

However, the 5-year distribution requirement of the preceding paragraph shall
not apply to any portion of the deceased Participant's interest which is
payable to or for the benefit of a designated Beneficiary. In such event,
such portion shall be distributed over a period not extending beyond the life
expectancy of such designated Beneficiary provided such distribution begins
not later than December 31st of the calendar year immediately following the
calendar year in which the Participant died. However, in the event the
Participant's spouse (determined as of the date of the Participant's death)
is the designated Beneficiary, the requirement that distributions commence
within one year of a Participant's death shall not apply. In lieu thereof,
distributions must commence on or before the later of: (1) December 31st of
the calendar year immediately following the calendar year in which the
Participant died; or (2) December 31st of the calendar year in which the
Participant would have attained age 70 1/2. If the surviving spouse dies
before distributions to such spouse begin, then the 5-year distribution
requirement of this Section shall apply as if the spouse was the Participant.

(h) For purposes of this Section, the life expectancy of a Participant and a
Participant's spouse shall not be redetermined in accordance with Code
Section 401(a)(9)(D). Life expectancy and joint and last survivor expectancy
shall be computed using the return multiples in Tables V and VI of Regulation
1.72-9.

(i) Except as limited by Sections 7.5 and 7.6, whenever the Trustee is to
make a distribution or to commence a series of payments, the distribution or
series of payments may be made or begun on such date or as soon thereafter as
is practicable. However, unless a Former Participant elects in writing to
defer the receipt of benefits (such election may not result in a death
benefit that is more than incidental), the payment of benefits shall begin
not later than the sixtieth (60th) day after the close of the Plan Year in
which the latest of the following events occurs:

(1) the date on which the Participant attains the earlier of age 65 or the
Normal Retirement Age specified herein;
(2) the tenth (10th) anniversary of the year in which the Participant
commenced participation in the Plan; or
(3) the date the Participant terminates his service with the Employer.

7.6 HOW PLAN BENEFIT WILL BE DISTRIBUTED

(a) Distribution of a Participant's benefit may be made in cash or Company
Stock or both, provided, however, that if a Participant or Beneficiary so
demands, such benefit shall be distributed only in the form of Company Stock.
Prior to making a distribution of benefits, the Administrator shall advise the
Participant or the Participant's Beneficiary, in writing (or such other form
as permitted by the Internal Revenue Service), of the right to demand that
benefits be distributed solely in Company Stock.

(b) If a Participant or Beneficiary demands that benefits be distributed
solely in Company Stock, distribution of a Participant's benefit will be made
entirely in whole shares or other units of Company Stock. Any balance in a
Participant's Other Investments Account will be applied to acquire for
distribution the maximum number of whole shares or other units of Company
Stock at the then fair market value. Any fractional unit value unexpended
will be distributed in cash. If Company Stock is not available for purchase
by the Trustee, then the Trustee shall hold such balance until Company Stock
is acquired and then make such distribution, subject to Sections 7.5(i) and
7.5(f).

(c) The Trustee will make distribution from the Trust only on instructions
from the Administrator.

(d) Notwithstanding anything contained herein to the contrary, if the
Employer charter or by-laws restrict ownership of substantially all shares of
Company Stock to Employees and the Trust Fund, as described in Code Section
409(h)(2)(B)(ii)(I), the Administrator shall distribute a Participant's
Combined Account entirely in cash without granting the Participant the right
to demand distribution in shares of Company Stock.

(e) Except as otherwise provided herein, Company Stock distributed by the
Trustee may be restricted as to sale or transfer by the by-laws or articles
of incorporation of the Employer, provided restrictions are applicable to all
Company Stock of the same class. If a Participant is required to offer the
sale of Company Stock to the Employer before offering to sell Company Stock
to a third party, in no event may the Employer pay a price less than that
offered to the distributee by another potential buyer making a bona fide
offer and in no event shall the Trustee pay a price less than the fair market
value of the Company Stock.

(f) If Company Stock acquired with the proceeds of an Exempt Loan (described
in Section 5.3 hereof) is available for distribution and consists of more
than one class, a Participant or the Participant's Beneficiary must receive
substantially the same proportion of each such class.

7.7 DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY

In the event a distribution is to be made to a minor or incompetent
Beneficiary, then the Administrator may direct that such distribution be paid
to the legal guardian, or if none in the case of a minor Beneficiary, to a
parent of such Beneficiary or a responsible adult with whom the Beneficiary
maintains residence, or to the custodian for such Beneficiary under the
Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted by the
laws of the state in which said Beneficiary resides. Such a payment to the
legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

7.8 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

In the event that all, or any portion, of the distribution payable to a
Participant or Beneficiary hereunder shall, at the later of the Participant's
attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason
of the inability of the Administrator, after sending a registered letter,
return receipt requested, to the last known address, and after further
diligent effort, to ascertain the whereabouts of such Participant or
Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. Notwithstanding the foregoing, effective 1/1/2002, or
if later, the adoption date of this amendment and restatement, if the value
of a Participant's Vested benefit derived from Employer and Employee
contributions does not exceed $5,000 ($3,500 for Plan Years beginning prior
to August 6, 1997), then the amount distributable may, in the sole discretion
of the Administrator, either be treated as a Forfeiture, or be paid directly
to an individual retirement account described in Code Section 408(a) or
individual retirement annuity described in Code Section 408(b) at the time it
is determined that the whereabouts of the Participant or the Participant's
Beneficiary cannot be ascertained. In the event a Participant or Beneficiary
is located subsequent to the Forfeiture, such benefit shall be restored,
first from Forfeitures, if any, and then from an additional Employer
contribution if necessary. However, regardless of the preceding, a benefit
which is lost by reason of escheat under applicable state law is not treated
as a Forfeiture for purposes of this Section nor as an impermissible
forfeiture under the Code.

7.9 NONTERMINABLE PROTECTIONS AND RIGHTS

No Company Stock acquired with the proceeds of a loan described in Section
5.3 hereof may be subject to a put, call, or other option, or buy-sell or
similar arrangement when held by and when distributed from the Trust Fund,
whether or not the Plan is then an ESOP. The protections and rights granted
in this Section are nonterminable, and such protections and rights shall
continue to exist under the terms of this Plan so long as any Company Stock
acquired with the proceeds of a loan described in Section 5.3 hereof is held
by the Trust Fund or by any Participant or other person for whose benefit
such protections and rights have been created, and neither the repayment of
such loan nor the failure of the Plan to be an ESOP, nor an amendment of the
Plan shall cause a termination of said protections and rights.

7.10 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

All rights and benefits, including elections, provided to a Participant in
this Plan shall be subject to the rights afforded to any "alternate payee"
under a "qualified domestic relations order." Furthermore, a distribution to
an "alternate payee" shall be permitted if such distribution is authorized by
a "qualified domestic relations order," even if the affected Participant has
not separated from service and has not reached the "earliest retirement age"
under the Plan. For the purposes of this Section, "alternate payee,"
"qualified domestic relations order" and "earliest retirement age" shall have
the meaning set forth under Code Section 414(p).

Article VIII
TRUSTEE

8.1 BASIC RESPONSIBILITIES OF THE TRUSTEE

(a) The Trustee shall have the following categories of responsibilities:

(1) Consistent with the "funding policy and method" determined by the
Employer, to invest, manage, and control the Plan assets subject, however, to
the direction of a Participant with respect to Participant Directed Accounts,
the Employer or an Investment Manager if the Trustee should appoint such
manager as to all or a portion of the assets of the Plan;
(2) At the direction of the Administrator, to pay benefits required under the
Plan to be paid to Participants, or, in the event of their death, to their
Beneficiaries; and
(3) To maintain records of receipts and disbursements and furnish to the
Employer and/or Administrator for each Plan Year a written annual report
pursuant to Section 8.8.

(b) In the event that the Trustee shall be directed by a Participant
(pursuant to the Participant Direction Procedures), or the Employer, or an
Investment Manager with respect to the investment of any or all Plan assets,
the Trustee shall have no liability with respect to the investment of such
assets, but shall be responsible only to execute such investment instructions
as so directed.

(1) The Trustee shall be entitled to rely fully on the written (or other form
acceptable to the Administrator and the Trustee, including, but not limited
to, voice recorded) instructions of a Participant (pursuant to the
Participant Direction Procedures), or the Employer, or any Fiduciary or
nonfiduciary agent of the Employer, in the discharge of such duties, and
shall not be liable for any loss or other liability, resulting from such
direction (or lack of direction) of the investment of any part of the Plan
assets.
(2) The Trustee may delegate the duty of executing such instructions to any
nonfiduciary agent, which may be an affiliate of the Trustee or any Plan
representative.
(3) The Trustee may refuse to comply with any direction from the Participant
in the event the Trustee, in its sole and absolute discretion, deems such
directions improper by virtue of applicable law. The Trustee shall not be
responsible or liable for any loss or expense which may result from the
Trustee's refusal or failure to comply with any directions from the
Participant.
(4) Any costs and expenses related to compliance with the Participant's
directions shall be borne by the Participant's Directed Account, unless paid
by the Employer.

(c) If there shall be more than one Trustee, they shall act by a majority of
their number, but may authorize one or more of them to sign papers on their
behalf.

8.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

(a) The Trustee shall invest and reinvest the Trust Fund to keep the Trust
Fund invested without distinction between principal and income and in such
securities or property, real or personal, wherever situated, as the Trustee
shall deem advisable, including, but not limited to, stocks, common or
preferred, open-end or close-end mutual funds, bonds and other evidences of
indebtedness or ownership, and real estate or any interest therein. The
Trustee shall at all times in making investments of the Trust Fund consider,
among other factors, the short and long-term financial needs of the Plan on
the basis of information furnished by the Employer. In making such
investments, the Trustee shall not be restricted to securities or other
property of the character expressly authorized by the applicable law for
trust investments; however, the Trustee shall give due regard to any
limitations imposed by the Code or the Act so that at all times the Plan may
qualify as an Employee Stock Ownership Plan and Trust.

(b) The Trustee may employ a bank or trust company pursuant to the terms of
its usual and customary bank agency agreement, under which the duties of such
bank or trust company shall be of a custodial, clerical and record-keeping
nature.

(c) In the event the Trustee invests any part of the Trust Fund, pursuant to
the directions of the Administrator, in any shares of stock issued by the
Employer, and the Administrator thereafter directs the Trustee to dispose of
such investment, or any part thereof, under circumstances which, in the
opinion of counsel for the Trustee, require registration of the securities
under the Securities Act of 1933 and/or qualification of the securities under
the Blue Sky laws of any state or states, then the Employer at its own
expense, will take or cause to be taken any and all such action as may be
necessary or appropriate to effect such registration and/or qualification.

8.3 OTHER POWERS OF THE TRUSTEE

The Trustee, in addition to all powers and authorities under common law,
statutory authority, including the Act, and other provisions of the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

(a) To purchase, or subscribe for, any securities or other property and to
retain the same. In conjunction with the purchase of securities, margin
accounts may be opened and maintained;

(b) To sell, exchange, convey, transfer, grant options to purchase, or
otherwise dispose of any securities or other property held by the Trustee, by
private contract or at public auction. No person dealing with the Trustee
shall be bound to see to the application of the purchase money or to inquire
into the validity, expediency, or propriety of any such sale or other
disposition, with or without advertisement;

(c) To vote upon any stocks, bonds, or other securities; to give general or
special proxies or powers of attorney with or without power of substitution;
to exercise any conversion privileges, subscription rights or other options,
and to make any payments incidental thereto; to oppose, or to consent to, or
otherwise participate in, corporate reorganizations or other changes
affecting corporate securities, and to delegate discretionary powers, and to
pay any assessments or charges in connection therewith; and generally to
exercise any of the powers of an owner with respect to stocks, bonds,
securities, or other property. However, the Trustee shall not vote proxies
relating to securities for which it has not been assigned full investment
management responsibilities. In those cases where another party has such
investment authority or discretion, the Trustee will deliver all proxies to
said party who will then have full responsibility for voting those proxies;

(d) To cause any securities or other property to be registered in the
Trustee's own name or in the name of one or more of the Trustee's nominees,
in a clearing corporation, in a depository, or in entry form or in bearer
form, but the books and records of the Trustee shall at all times show that
all such investments are part of the Trust Fund;

(e) To borrow or raise money for the purposes of the Plan in such amount, and
upon such terms and conditions, as the Trustee shall deem advisable; and for
any sum so borrowed, to issue a promissory note as Trustee, and to secure the
repayment thereof by pledging all, or any part, of the Trust Fund; and no
person lending money to the Trustee shall be bound to see to the application
of the money lent or to inquire into the validity, expediency, or propriety
of any borrowing;

(f) To keep such portion of the Trust Fund in cash or cash balances as the
Trustee may, from time to time, deem to be in the best interests of the Plan,
without liability for interest thereon;

(g) To accept and retain for such time as the Trustee may deem advisable any
securities or other property received or acquired as Trustee hereunder,
whether or not such securities or other property would normally be purchased
as investments hereunder;

(h) To make, execute, acknowledge, and deliver any and all documents of
transfer and conveyance and any and all other instruments that may be
necessary or appropriate to carry out the powers herein granted;

(i) To settle, compromise, or submit to arbitration any claims, debts, or
damages due or owing to or from the Plan, to commence or defend suits or
legal or administrative proceedings, and to represent the Plan in all suits
and legal and administrative proceedings;

(j) To employ suitable agents and counsel and to pay their reasonable
expenses and compensation, and such agent or counsel may or may not be agent
or counsel for the Employer;

(k) To apply for and procure from responsible insurance companies, to be
selected by the Administrator, as an investment of the Trust Fund such
annuity, or other Contracts (on the life of any Participant) as the
Administrator shall deem proper; to exercise, at any time or from time to
time, whatever rights and privileges may be granted under such annuity, or
other Contracts; to collect, receive, and settle for the proceeds of all such
annuity or other Contracts as and when entitled to do so under the provisions
thereof;

(l) To invest funds of the Trust in time deposits or savings accounts bearing
a reasonable rate of interest or in cash or cash balances without liability
for interest thereon;

(m) To invest in Treasury Bills and other forms of United States government
obligations;

(n) To invest in shares of investment companies registered under the
Investment Company Act of 1940;

(o) To deposit monies in federally insured savings accounts or certificates
of deposit in banks or savings and loan associations;

(p) To vote Company Stock as provided in Section 8.5;

(q) To consent to or otherwise participate in reorganizations,
recapitalizations, consolidations, mergers and similar transactions with
respect to Company Stock or any other securities and to pay any assessments
or charges in connection therewith;

(r) To deposit such Company Stock (but only if such deposit does not violate
the provisions of Section 8.5 hereof) or other securities in any voting
trust, or with any protective or like committee, or with a trustee or with
depositories designated thereby;

(s) To sell or exercise any options, subscription rights and conversion
privileges and to make any payments incidental thereto;

(t) To exercise any of the powers of an owner, with respect to such Company
Stock and other securities or other property comprising the Trust Fund. The
Administrator, with the Trustee's approval, may authorize the Trustee to act
on any administrative matter or class of matters with respect to which
direction or instruction to the Trustee by the Administrator is called for
hereunder without specific direction or other instruction from the
Administrator;

(u) To sell, purchase and acquire put or call options if the options are
traded on and purchased through a national securities exchange registered
under the Securities Exchange Act of 1934, as amended, or, if the options are
not traded on a national securities exchange, are guaranteed by a member firm
of the New York Stock Exchange regardless of whether such options are covered;

(v) To appoint a nonfiduciary agent or agents to assist the Trustee in
carrying out any investment instructions of Participants and of any
Investment Manager or Fiduciary, and to compensate such agent(s) from the
assets of the Plan, to the extent not paid by the Employer;

(w) To do all such acts and exercise all such rights and privileges, although
not specifically mentioned herein, as the Trustee may deem necessary to carry
out the purposes of the Plan.

8.4 LOANS TO PARTICIPANTS

(a) The Trustee may, in the Trustee's discretion, make loans to Participants
and Beneficiaries under the following circumstances: (1) loans shall be made
available to all Participants and Beneficiaries on a reasonably equivalent
basis; (2) loans shall not be made available to Highly Compensated Employees
in an amount greater than the amount made available to other Participants and
Beneficiaries; (3) loans shall bear a reasonable rate of interest; (4) loans
shall be adequately secured; and (5) loans shall provide for periodic
repayment over a reasonable period of time.

(b) Loans made pursuant to this Section (when added to the outstanding
balance of all other loans made by the Plan to the Participant) may, in
accordance with a uniform and nondiscriminatory policy established by the
Administrator, be limited to the lesser of:

(1) $50,000 reduced by the excess (if any) of the highest outstanding balance
of loans from the Plan to the Participant during the one year period ending on
the day before the date on which such loan is made, over the outstanding
balance of loans from the Plan to the Participant on the date on which such
loan was made, or
(2) one-half (1/2) of the present value of the non-forfeitable accrued
benefit of the Participant under the Plan.
For purposes of this limit, all plans of the Employer shall be considered one
plan.

(c) Loans shall provide for level amortization with payments to be made not
less frequently than quarterly over a period not to exceed five (5) years.
However, loans used to acquire any dwelling unit which, within a reasonable
time, is to be used (determined at the time the loan is made) as a "principal
residence" of the Participant shall provide for periodic repayment over a
reasonable period of time that may exceed five (5) years. For this purpose, a
"principal residence" has the same meaning as a "principal residence" under
Code Section 1034. Loan repayments may be suspended under this Plan as
permitted under Code Section 414(u)(4).

(d) Any loans granted or renewed shall be made pursuant to a Participant loan
program. Such loan program shall be established in writing and must include,
but need not be limited to, the following:

(1) the identity of the person or positions authorized to administer the
Participant loan program;
(2) a procedure for applying for loans;
(3) the basis on which loans will be approved or denied;
(4) limitations, if any, on the types and amounts of loans offered, including
what constitutes a hardship or financial need;
(5) the procedure under the program for determining a reasonable rate of
interest;
(6) the types of collateral which may secure a Participant loan; and
(7) the events constituting default and the steps that will be taken to
preserve Plan assets.

Such Participant loan program shall be contained in a separate written
document which, when properly executed, is hereby incorporated by reference
and made a part of the Plan. Furthermore, such Participant loan program may
be modified or amended in writing from time to time without the necessity of
amending this Section.

(e) Notwithstanding anything in this Plan to the contrary, if a Participant
or Beneficiary defaults on a loan made pursuant to this Section, then the
loan default will be a distributable event to the extent permitted by the
Code and Regulations.

(f) Notwithstanding anything in this Section to the contrary, any loans made
prior to the date this amendment and restatement is adopted  shall be subject
to the terms of the plan in effect at the time such loan was made.

8.5 VOTING COMPANY STOCK

The Trustee shall vote all Company Stock held by it as part of the Plan
assets. Provided, however, that if any agreement entered into by the Trust
provides for voting of any shares of Company Stock pledged as security for
any obligation of the Plan, then such shares of Company Stock shall be voted
in accordance with such agreement. If the Trustee does not timely receive
voting directions from a Participant or Beneficiary with respect to any
Company Stock allocated to that Participant's or Beneficiary's Company Stock
Account, the Trustee shall vote such Company Stock.

Notwithstanding the foregoing, if the Employer has a registration-type class
of securities, each Participant or Beneficiary shall be entitled to direct
the Trustee as to the manner in which the Company Stock which is entitled to
vote and which is allocated to the Company Stock Account of such Participant
or Beneficiary is to be voted. If the Employer does not have a
registration-type class of securities, each Participant or Beneficiary in the
Plan shall be entitled to direct the Trustee as to the manner in which voting
rights on shares of Company Stock which are allocated to the Company Stock
Account of such Participant or Beneficiary are to be exercised with respect
to any corporate matter which involves the voting of such shares with respect
to 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 prescribed in Regulations. For purposes of this Section the term
"registration-type class of securities" means: (A) a class of securities
required to be registered under Section 12 of the Securities Exchange Act of
1934; and (B) a class of securities which would be required to be so
registered except for the exemption from registration provided in subsection
(g)(2)(H) of such Section 12.

If the Employer does not have a registration-type class of securities and the
by-laws of the Employer require the Plan to vote an issue in a manner that
reflects a one-man, one-vote philosophy, each Participant or Beneficiary
shall be entitled to cast one vote on an issue and the Trustee shall vote the
shares held by the Plan in proportion to the results of the votes cast on the
issue by the Participants and Beneficiaries.

8.6 DUTIES OF THE TRUSTEE REGARDING PAYMENTS

At the direction of the Administrator, the Trustee shall, from time to time,
in accordance with the terms of the Plan, make payments out of the Trust
Fund. The Trustee shall not be responsible in any way for the application of
such payments.

8.7 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

The Trustee shall be paid such reasonable compensation as set forth in the
Trustee's fee schedule (if the Trustee has such a schedule) or as agreed upon
in writing by the Employer and the Trustee. However, an individual serving as
Trustee who already receives full-time pay from the Employer shall not
receive compensation from the Plan. In addition, the Trustee shall be
reimbursed for any reasonable expenses, including reasonable counsel fees
incurred by it as Trustee. Such compensation and expenses shall be paid from
the Trust Fund unless paid or advanced by the Employer. All taxes of any kind
whatsoever that may be levied or assessed under existing or future laws upon,
or in respect of, the Trust Fund or the income thereof, shall be paid from
the Trust Fund.

8.8 ANNUAL REPORT OF THE TRUSTEE

(a) Within a reasonable period of time after the later of the Anniversary
Date or receipt of the Employer contribution for each Plan Year, the Trustee,
or its agent, shall furnish to the Employer and Administrator a written
statement of account with respect to the Plan Year for which such
contribution was made setting forth:

(1) the net income, or loss, of the Trust Fund;
(2) the gains, or losses, realized by the Trust Fund upon sales or other
disposition of the assets;
(3) the increase, or decrease, in the value of the Trust Fund;
(4) all payments and distributions made from the Trust Fund; and
(5) such further information as the Trustee and/or Administrator deems
appropriate.

(b) The Employer, promptly upon its receipt of each such statement of
account, shall acknowledge receipt thereof in writing and advise the Trustee
and/or Administrator of its approval or disapproval thereof. Failure by the
Employer to disapprove any such statement of account within thirty (30) days
after its receipt thereof shall be deemed an approval thereof. The approval
by the Employer of any statement of account shall be binding on the Employer
and the Trustee as to all matters contained in the statement to the same
extent as if the account of the Trustee had been settled by judgment or
decree in an action for a judicial settlement of its account in a court of
competent jurisdiction in which the Trustee, the Employer and all persons
having or claiming an interest in the Plan were parties. However, nothing
contained in this Section shall deprive the Trustee of its right to have its
accounts judicially settled if the Trustee so desires.

8.9 AUDIT

(a) If an audit of the Plan's records shall be required by the Act and the
regulations thereunder for any Plan Year, the Administrator shall direct the
Trustee to engage on behalf of all Participants an independent qualified
public accountant for that purpose. Such accountant shall, after an audit of
the books and records of the Plan in accordance with generally accepted
auditing standards, within a reasonable period after the close of the Plan
Year, furnish to the Administrator and the Trustee a report of the audit
setting forth the accountant's opinion as to whether any statements,
schedules or lists that are required by Act Section 103 or the Secretary of
Labor to be filed with the Plan's annual report, are presented fairly in
conformity with generally accepted accounting principles applied consistently.

(b) All auditing and accounting fees shall be an expense of and may, at the
election of the Employer, be paid from the Trust Fund.

(c) If some or all of the information necessary to enable the Administrator
to comply with Act Section 103 is maintained by a bank, insurance company, or
similar institution, regulated, supervised, and subject to periodic
examination by a state or federal agency, then it shall transmit and certify
the accuracy of that information to the Administrator as provided in Act
Section 103(b) within one hundred twenty (120) days after the end of the Plan
Year or by such other date as may be prescribed under regulations of the
Secretary of Labor.

8.10 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

(a) Unless otherwise agreed to by both the Trustee and the Employer, a
Trustee may resign at any time by delivering to the Employer, at least thirty
(30) days before its effective date, a written notice of resignation.

(b) Unless otherwise agreed to by both the Trustee and the Employer, the
Employer may remove a Trustee at any time by delivering to the Trustee, at
least thirty (30) days before its effective date, a written notice of such
Trustee's removal.

(c) Upon the death, resignation, incapacity, or removal of any Trustee, a
successor may be appointed by the Employer; and such successor, upon
accepting such appointment in writing and delivering same to the Employer,
shall, without further act, become vested with all the powers and
responsibilities of the predecessor as if such successor had been originally
named as a Trustee herein. Until such a successor is appointed, the remaining
Trustee or Trustees shall have full authority to act under the terms of the
Plan.

(d) The Employer may designate one or more successors prior to the death,
resignation, incapacity, or removal of a Trustee. In the event a successor is
so designated by the Employer and accepts such designation, the successor
shall, without further act, become vested with all the powers and
responsibilities of the predecessor as if such successor had been named as
Trustee herein immediately upon the death, resignation, incapacity, or
removal of the predecessor.

(e) Whenever any Trustee hereunder ceases to serve as such, the Trustee shall
furnish to the Employer and Administrator a written statement of account with
respect to the portion of the Plan Year during which the individual or entity
served as Trustee. This statement shall be either (i) included as part of the
annual statement of account for the Plan Year required under Section 8.8 or
(ii) set forth in a special statement. Any such special statement of account
should be rendered to the Employer no later than the due date of the annual
statement of account for the Plan Year. The procedures set forth in Section
8.8 for the approval by the Employer of annual statements of account shall
apply to any special statement of account rendered hereunder and approval by
the Employer of any such special statement in the manner provided in Section
8.8 shall have the same effect upon the statement as the Employer's approval
of an annual statement of account. No successor to the Trustee shall have any
duty or responsibility to investigate the acts or transactions of any
predecessor who has rendered all statements of account required by Section
8.8 and this subparagraph.

8.11 TRANSFER OF INTEREST

Notwithstanding any other provision contained in this Plan, the Trustee at
the direction of the Administrator shall transfer the Vested interest, if
any, of a Participant to another trust forming part of a pension, profit
sharing or stock bonus plan maintained by such Participant's new employer and
represented by said employer in writing as meeting the requirements of Code
Section 401(a), provided that the trust to which such transfers are made
permits the transfer to be made.

8.12 TRUSTEE INDEMNIFICATION

Employer agrees to indemnify and hold harmless the Trustee against any and
all claims, losses, damages, expenses and liabilities the Trustee may incur
in the exercise and performance of the Trustee's power and duties hereunder,
unless the same are determined to be due to gross negligence or willful
misconduct.

8.13 DIRECT ROLLOVER

(a) Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a "distributee's" election under this Section, a
"distributee" may elect, at the time and in the manner prescribed by the
Administrator, to have any portion of an "eligible rollover distribution"
that is equal to at least $500 paid directly to an "eligible retirement plan"
specified by the "distributee" in a "direct rollover."

(b) For purposes of this Section the following definitions shall apply:

(1) 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); the portion of any other distribution that is
not includible in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to employer securities); any
hardship distribution described in Code Section 401(k)(2)(B)(i)(IV); and any
other distribution that is reasonably expected to total less than $200 during
a year.
(2) 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.
(3) 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.
(4) A "direct rollover" is a payment by the Plan to the "eligible retirement
plan" specified by the "distributee."

Article IX
AMENDMENT, TERMINATION AND MERGERS

9.1 AMENDMENT

(a) The Employer shall have the right at any time to amend this Plan subject
to the limitations of this Section. However, any amendment which affects the
rights, duties or responsibilities of the Trustee or Administrator, may only
be made with the Trustee's or Administrator's written consent. Any such
amendment shall become effective as provided therein upon its execution. The
Trustee shall not be required to execute any such amendment unless the
amendment affects the duties of the Trustee hereunder.

(b) No amendment to the Plan shall be effective if it authorizes or permits
any part of the Trust Fund (other than such part as is required to pay taxes
and administration expenses) to be used for or diverted to any purpose other
than for the exclusive benefit of the Participants or their Beneficiaries or
estates; or causes any reduction in the amount credited to the account of any
Participant; or causes or permits any portion of the Trust Fund to revert to
or become property of the Employer.

(c) Except as permitted by Regulations (including Regulation 1.411(d)-4) or
other IRS guidance, no Plan amendment or transaction having the effect of a
Plan amendment (such as a merger, plan transfer or similar transaction) shall
be effective if it eliminates or reduces any "Section 411(d)(6) protected
benefit" or adds or modifies conditions relating to "Section 411(d)(6)
protected benefits" which results in a further restriction on such benefit
unless such "Section 411(d)(6) protected benefits" are preserved with respect
to benefits accrued as of the later of the adoption date or effective date of
the amendment. "Section 411(d)(6) protected benefits" are benefits described
in Code Section 411(d)(6)(A), early retirement benefits and retirement-type
subsidies, and optional forms of benefit. A Plan amendment that eliminates or
restricts the ability of a Participant to receive payment of the Participant's
interest in the Plan under a particular optional form of benefit will be
permissible if the amendment satisfies the conditions in (1) and (2) below:

(1) The amendment provides a single-sum distribution form that is otherwise
identical to the optional form of benefit eliminated or restricted. For
purposes of this condition (1), a single-sum distribution form is otherwise
identical only if it is identical in all respects to the eliminated or
restricted optional form of benefit (or would be identical except that it
provides greater rights to the Participant) except with respect to the timing
of payments after commencement.
(2) The amendment is not effective unless the amendment provides that the
amendment shall not apply to any distribution with an annuity starting date
earlier than the earlier of: (i) the ninetieth (90th) day after the date the
Participant receiving the distribution has been furnished a summary that
reflects the amendment and that satisfies the Act requirements at 29 CFR
2520.104b-3 (relating to a summary of material modifications) or (ii) the
first day of the second Plan Year following the Plan Year in which the
amendment is adopted.

In addition, no such amendment shall have the effect of terminating the
protections and rights set forth in Section 7.9, unless such termination
shall then be permitted under the applicable provisions of the Code and
Regulations; such a termination is currently expressly prohibited by
Regulation 54.4975-11(a)(3)(ii).

9.2 TERMINATION

(a) The Employer shall have the right at any time to terminate the Plan by
delivering to the Trustee and Administrator written notice of such
termination. Upon any full or partial termination, all amounts credited to
the affected Participants' Combined Accounts shall become 100% Vested as
provided in Section 7.4 and shall not thereafter be subject to forfeiture,
and all unallocated amounts, including Forfeitures, shall be allocated to the
accounts of all Participants in accordance with the provisions hereof.

(b) Upon the full termination of the Plan, the Employer shall direct the
distribution of the assets of the Trust Fund to Participants in a manner
which is consistent with and satisfies the provisions of Sections 7.5 and
7.6. Except as permitted by Regulations, the termination of the Plan shall
not result in the reduction of "Section 411(d)(6) protected benefits" in
accordance with Section 9.1(c).

9.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

This Plan and Trust may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event
of a termination of the Plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger
or consolidation, and such transfer, merger or consolidation does not
otherwise result in the elimination or reduction of any "Section 411(d)(6)
protected benefits" in accordance with Section 9.1(c).

Article X
TOP HEAVY

10.1 TOP HEAVY PLAN REQUIREMENTS

For any Top Heavy Plan Year, the Plan shall provide the special vesting
requirements of Code Section 416(b) pursuant to Section 7.4 of the Plan and
the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.4of the Plan.

10.2 DETERMINATION OF TOP HEAVY STATUS

(a) This Plan shall be a Top Heavy Plan for any Plan Year in which, as of the
Determination Date, (1) the Present Value of Accrued Benefits of Key Employees
and (2) the sum of the Aggregate Accounts of Key Employees under this Plan and
all plans of an Aggregation Group, exceeds sixty percent (60%) of the Present
Value of Accrued Benefits and the Aggregate Accounts of all Key and Non-Key
Employees under this Plan and all plans of an Aggregation Group.

If any Participant is a Non-Key Employee for any Plan Year, but such
Participant was a Key Employee for any prior Plan Year, such Participant's
Present Value of Accrued Benefit and/or Aggregate Account balance shall not
be taken into account for purposes of determining whether this Plan is a Top
Heavy Plan (or whether any Aggregation Group which includes this Plan is a
Top Heavy Group). In addition, if a Participant or Former Participant has not
performed any services for any Employer maintaining the Plan at any time
during the five year period ending on the Determination Date, any accrued
benefit for such Participant or Former Participant shall not be taken into
account for the purposes of determining whether this Plan is a Top Heavy Plan.

(b) Aggregate Account: A Participant's Aggregate Account as of the
Determination Date is the sum of:

(1) the Participant's Combined Account balance as of the most recent
valuation occurring within a twelve (12) month period ending on the
Determination Date.
(2) an adjustment for any contributions due as of the Determination Date.
Such adjustment shall be the amount of any contributions actually made after
the Valuation Date but due on or before the Determination Date, except for
the first Plan Year when such adjustment shall also reflect the amount of any
contributions made after the Determination Date that are allocated as of a
date in that first Plan Year.
(3) any Plan distributions made within the Plan Year that includes the
Determination Date or within the four (4) preceding Plan Years. However, in
the case of distributions made after the Valuation Date and prior to the
Determination Date, such distributions are not included as distributions for
top heavy purposes to the extent that such distributions are already included
in the Participant's Aggregate Account balance as of the Valuation Date.
Notwithstanding anything herein to the contrary, all distributions, including
distributions under a terminated plan which if it had not been terminated
would have been required to be included in an Aggregation Group, will be
counted. Further, distributions from the Plan (including the cash value of
life insurance policies) of a Participant's account balance because of death
shall be treated as a distribution for the purposes of this paragraph.
(4) any Employee contributions, whether voluntary or mandatory. However,
amounts attributable to tax deductible qualified voluntary employee
contributions shall not be considered to be a part of the Participant's
Aggregate Account balance.
(5) with respect to unrelated rollovers and plan-to-plan transfers (ones
which are both initiated by the Employee and made from a plan maintained by
one employer to a plan maintained by another employer), if this Plan provides
the rollovers or plan-to-plan transfers, it shall always consider such
rollovers or plan-to-plan transfers as a distribution for the purposes of
this Section. If this Plan is the plan accepting such rollovers or
plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan
transfers as part of the Participant's Aggregate Account balance.
(6) with respect to related rollovers and plan-to-plan transfers (ones either
not initiated by the Employee or made to a plan maintained by the same
employer), if this Plan provides the rollover or plan-to-plan transfer, it
shall not be counted as a distribution for purposes of this Section. If this
Plan is the plan accepting such rollover or plan-to-plan transfer, it shall
consider such rollover or plan-to-plan transfer as part of the Participant's
Aggregate Account balance, irrespective of the date on which such rollover or
plan-to-plan transfer is accepted.
(7) For the purposes of determining whether two employers are to be treated
as the same employer in (5) and (6) above, all employers aggregated under
Code Section 414(b), (c), (m) and (o) are treated as the same employer.

(c) "Aggregation Group" means either a Required Aggregation Group or a
Permissive Aggregation Group as hereinafter determined.

(1) Required Aggregation Group: In determining a Required Aggregation Group
hereunder, each plan of the Employer in which a Key Employee is a participant
in the Plan Year containing the Determination Date or any of the four
preceding Plan Years, and each other plan of the Employer which enables any
plan in which a Key Employee participates to meet the requirements of Code
Sections 401(a)(4) or 410, will be required to be aggregated. Such group
shall be known as a Required Aggregation Group.
In the case of a Required Aggregation Group, each plan in the group will be
considered a Top Heavy Plan if the Required Aggregation Group is a Top Heavy
Group. No plan in the Required Aggregation Group will be considered a Top
Heavy Plan if the Required Aggregation Group is not a Top Heavy Group.

(2) Permissive Aggregation Group: The Employer may also include any other
plan not required to be included in the Required Aggregation Group, provided
the resulting group, taken as a whole, would continue to satisfy the
provisions of Code Sections 401(a)(4) and 410. Such group shall be known as a
Permissive Aggregation Group.

In the case of a Permissive Aggregation Group, only a plan that is part of
the Required Aggregation Group will be considered a Top Heavy Plan if the
Permissive Aggregation Group is a Top Heavy Group. No plan in the Permissive
Aggregation Group will be considered a Top Heavy Plan if the Permissive
Aggregation Group is not a Top Heavy Group.

(3) Only those plans of the Employer in which the Determination Dates fall
within the same calendar year shall be aggregated in order to determine
whether such plans are Top Heavy Plans.

(4) An Aggregation Group shall include any terminated plan of the Employer if
it was maintained within the last five (5) years ending on the Determination
Date.

(d) "Determination Date" means (a) the last day of the preceding Plan Year,
or (b) in the case of the first Plan Year, the last day of such Plan Year.

(e) Present Value of Accrued Benefit: In the case of a defined benefit plan,
the Present Value of Accrued Benefit for a Participant other than a Key
Employee, shall be as determined using the single accrual method used for all
plans of the Employer and Affiliated Employers, or if no such single method
exists, using a method which results in benefits accruing not more rapidly
than the slowest accrual rate permitted under Code Section 411(b)(1)(C). The
determination of the Present Value of Accrued Benefit shall be determined as
of the most recent valuation date that falls within or ends with the 12_month
period ending on the Determination Date except as provided in Code Section 416
and the Regulations thereunder for the first and second plan years of a
defined benefit plan.

(f) "Top Heavy Group" means an Aggregation Group in which, as of the
Determination Date, the sum of:

(1) the Present Value of Accrued Benefits of Key Employees under all defined
benefit plans included in the group, and
(2) the Aggregate Accounts of Key Employees under all defined contribution
plans included in the group,
exceeds sixty percent (60%) of a similar sum determined for all Participants.

Article XI
MISCELLANEOUS

11.1 PARTICIPANT'S RIGHTS

This Plan shall not be deemed to constitute a contract between the Employer
and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan
shall be deemed to give any Participant or Employee the right to be retained
in the service of the Employer or to interfere with the right of the Employer
to discharge any Participant or Employee at any time regardless of the effect
which such discharge shall have upon the Employee as a Participant of this
Plan.

11.2 ALIENATION

(a) Subject to the exceptions provided below, and as otherwise permitted by
the Code and Act, no benefit which shall be payable out of the Trust Fund to
any person (including a Participant or the Participant's Beneficiary) shall
be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, or charge the same shall
be void; and no such benefit shall in any manner be liable for, or subject
to, the debts, contracts, liabilities, engagements, or torts of any such
person, nor shall it be subject to attachment or legal process for or against
such person, and the same shall not be recognized by the Trustee, except to
such extent as may be required by law.

(b) Subsection (a) shall not apply to the extent a Participant or Beneficiary
is indebted to the Plan by reason of a loan made pursuant to Section 8.4, as a
result of a loan from the Plan. At the time a distribution is to be made to or
for a Participant's or Beneficiary's benefit, such proportion of the amount to
be distributed as shall equal such indebtedness shall be paid to the Plan, to
apply against or discharge such indebtedness. Prior to making a payment,
however, the Participant or Beneficiary must be given written notice by the
Administrator that such indebtedness is to be so paid in whole or part from
the Participant's Combined Account. If the Participant or Beneficiary does
not agree that the indebtedness is a valid claim against the Vested
Participant's Combined Account, the Participant or Beneficiary shall be
entitled to a review of the validity of the claim in accordance with
procedures provided in Sections 2.8 and 2.9.

(c) Subsection (a) shall not apply to a "qualified domestic relations order"
defined in Code Section 414(p), and those other domestic relations orders
permitted to be so treated by the Administrator under the provisions of the
Retirement Equity Act of 1984. The Administrator shall establish a written
procedure to determine the qualified status of domestic relations orders and
to administer distributions under such qualified orders. Further, to the
extent provided under a "qualified domestic relations order," a former spouse
of a Participant shall be treated as the spouse or surviving spouse for all
purposes under the Plan.

(d) Subsection (a) shall not apply to an offset to a Participant's accrued
benefit against an amount that the Participant is ordered or required to pay
the Plan with respect to a judgment, order, or decree issued, or a settlement
entered into, on or after August 5, 1997, in accordance with Code Sections
401(a)(13)(C) and (D).

11.3 CONSTRUCTION OF PLAN

This Plan and Trust shall be construed and enforced according to the Code,
the Act and the laws of the State of Washington, other than its laws
respecting choice of law, to the extent not pre-empted by the Act.

11.4 GENDER AND NUMBER

Wherever any words are used herein in the masculine, feminine or neuter
gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are
used herein in the singular or plural form, they shall be construed as though
they were also used in the other form in all cases where they would so apply.

11.5 LEGAL ACTION

In the event any claim, suit, or proceeding is brought regarding the Trust
and/or Plan established hereunder to which the Trustee, the Employer or the
Administrator may be a party, and such claim, suit, or proceeding is resolved
in favor of the Trustee, the Employer or the Administrator, they shall be
entitled to be reimbursed from the Trust Fund for any and all costs,
attorney's fees, and other expenses pertaining thereto incurred by them for
which they shall have become liable.

11.6 PROHIBITION AGAINST DIVERSION OF FUNDS

(a) Except as provided below and otherwise specifically permitted by law, it
shall be impossible by operation of the Plan or of the Trust, by termination
of either, by power of revocation or amendment, by the happening of any
contingency, by collateral arrangement or by any other means, for any part of
the corpus or income of any Trust Fund maintained pursuant to the Plan or any
funds contributed thereto to be used for, or diverted to, purposes other than
the exclusive benefit of Participants, Former Participants, or their
Beneficiaries.

(b) In the event the Employer shall make an excessive contribution under a
mistake of fact pursuant to Act Section 403(c)(2)(A), the Employer may demand
repayment of such excessive contribution at any time within one (1) year
following the time of payment and the Trustees shall return such amount to
the Employer within the one (1) year period. Earnings of the Plan
attributable to the contributions may not be returned to the Employer but any
losses attributable thereto must reduce the amount so returned.

(c) Except for Sections 3.5, 3.6, and 4.1(f), any contribution by the
Employer to the Trust Fund is conditioned upon the deductibility of the
contribution by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may, within one (1) year following the
final determination of the disallowance, whether by agreement with the
Internal Revenue Service or by final decision of a competent jurisdiction,
demand repayment of such disallowed contribution and the Trustee shall return
such contribution within one (1) year following the disallowance. Earnings of
the Plan attributable to the
contribution may not be returned to the Employer, but any losses attributable
thereto must reduce the amount so returned.

11.7 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

The Employer, Administrator and Trustee, and their successors, shall not be
responsible for the validity of any Contract issued hereunder or for the
failure on the part of the insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

11.8 INSURER'S PROTECTIVE CLAUSE

Except as otherwise agreed upon in writing between the Employer and the
insurer, an insurer which issues any Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty
to see to the application of any funds paid to the Trustee, nor be required
to question any actions directed by the Trustee. Regardless of any provision
of this Plan, the insurer shall not be required to take or permit any action
or allow any benefit or privilege contrary to the terms of any Contract which
it issues hereunder, or the rules of the insurer.

11.9 RECEIPT AND RELEASE FOR PAYMENTS

Any payment to any Participant, the Participant's legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant
or Beneficiary in accordance with the provisions of the Plan, shall, to the
extent thereof, be in full satisfaction of all claims hereunder against the
Trustee and the Employer, either of whom may require such Participant, legal
representative, Beneficiary, guardian or committee, as a condition precedent
to such payment, to execute a receipt and release thereof in such form as
shall be determined by the Trustee or Employer.

11.10 ACTION BY THE EMPLOYER

Whenever the Employer under the terms of the Plan is permitted or required to
do or perform any act or matter or thing, it shall be done and performed by a
person duly authorized by its legally constituted authority.

11.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee, and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers,
duties, responsibilities, and obligations as are specifically given them
under the Plan including, but not limited to, any agreement allocating or
delegating their responsibilities, the terms of which are incorporated herein
by reference. In general, the Employer shall have the sole responsibility for
making the contributions provided for under Section 4.1; and shall have the
authority to appoint and remove the Trustee and the Administrator; to
formulate the Plan's "funding policy and method"; and to amend or terminate,
in whole or in part, the Plan. The Administrator shall have the sole
responsibility for the administration of the Plan, including, but not limited
to, the items specified in Article II of the Plan, as the same may be
allocated or delegated thereunder. The Trustee shall have the sole
responsibility of management of the assets held under the Trust, except to
the extent directed pursuant to Article II or with respect to those assets,
the management of which has been assigned to an Investment Manager, who shall
be solely responsible for the management of the assets assigned to it, all as
specifically provided in the Plan. Each named Fiduciary warrants that any
directions given, information furnished, or action taken by it shall be in
accordance with the provisions of the Plan, authorizing or providing for such
direction, information or action. Furthermore, each named Fiduciary may rely
upon any such direction, information or action of another named Fiduciary as
being proper under the Plan, and is not required under the Plan to inquire
into the propriety of any such direction, information or action. It is
intended under the Plan that each named Fiduciary shall be responsible for
the proper exercise of its own powers, duties, responsibilities and
obligations under the Plan as specified or allocated herein. No named
Fiduciary shall guarantee the Trust Fund in any manner against investment
loss or depreciation in asset value. Any person or group may serve in more
than one Fiduciary capacity.

11.12 HEADINGS

The headings and subheadings of this Plan have been inserted for convenience
of reference and are to be ignored in any construction of the provisions
hereof.

11.13 APPROVAL BY INTERNAL REVENUE SERVICE

Notwithstanding anything herein to the contrary, if, pursuant to an
application for qualification filed by or on behalf of the Plan by the time
prescribed by law for filing the Employer's return for the taxable year in
which the Plan is adopted, or such later date that the Secretary of the
Treasury may prescribe, the Commissioner of Internal Revenue Service or the
Commissioner's delegate should determine that the Plan does not initially
qualify as a tax-exempt plan under Code Sections 401 and 501, and such
determination is not contested, or if contested, is finally upheld, then if
the Plan is a new plan, it shall be void ab initio and all amounts
contributed to the Plan by the Employer, less expenses paid, shall be
returned within one (1) year and the Plan shall terminate, and the Trustee
shall be discharged from all further obligations. If the disqualification
relates to an amended plan, then the Plan shall operate as if it had not been
amended.

11.14 UNIFORMITY

All provisions of this Plan shall be interpreted and applied in a uniform,
nondiscriminatory manner. In the event of any conflict between the terms of
this Plan and any Contract purchased hereunder, the Plan provisions shall
control.

11.15 SECURITIES AND EXCHANGE COMMISSION APPROVAL

The Employer may request an interpretative letter from the Securities and
Exchange Commission stating that the transfers of Company Stock contemplated
hereunder do not involve transactions requiring a registration of such
Company Stock under the Securities Act of 1933. In the event that a favorable
interpretative letter is not obtained, the Employer reserves the right to
amend the Plan and Trust retroactively to their Effective Dates in order to
obtain a favorable interpretative letter or to terminate the Plan.

IN WITNESS WHEREOF, this Plan has been executed the day and year first above
written.

Gold Reserve Corporation

By /s/ Rockne J. Timm
EMPLOYER

/s/ Rockne J. Timm
TRUSTEE

/s/ A. Douglas Belanger
TRUSTEE

/s/ Robert A. McGuinness
TRUSTE

EXHIBIT 4.2

AMENDMENT OF THE PLAN FOR EGTRRA

AMENDMENT NUMBER ONE TO GOLD RESERVE KSOP

AMENDMENT OF THE PLAN FOR EGTRRA

AMENDMENT NUMBER ONE TO
GOLD RESERVE KSOP

BY THIS AGREEMENT, Gold Reserve KSOP(herein referred to as the Plan) is
hereby amended as follows:

PREAMBLE

1.1	Adoption and effective date of amendment. This amendment of the Plan is
adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 (EGTRRA). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in
accordance with EGTRRA and guidance issued thereunder. Except as otherwise
provided, this amendment shall be effective as of the first day of the first
Plan Year beginning after December 31, 2001.

1.2	Supersession of inconsistent provisions. This amendment shall supersede
the provisions of the Plan to the extent those provisions are inconsistent
with the provisions of this amendment.

LIMITATIONS ON CONTRIBUTIONS

2.1	Effective date. This Article shall be effective for "limitation years"
beginning after December31, 2001.

2.2   Maximum annual addition. Except to the extent permitted under ArticleIX
of this amendment and Code Section 414(v), the "annual addition" that may be
contributed or allocated to a Participant's account under the Plan for any
"limitation year" shall not exceed the lesser of:

a	$40,000, as adjusted for increases in the costofliving under Code
Section415(d), or

b	one hundred percent (100%) of the Participant's "415 Compensation" for the
"limitation year."

The "415 Compensation" limit referred to in (b) shall not apply to any
contribution for medical benefits after separation from service (within the
meaning of Code Section401(h) or Code Section 419A(f)(2)) which is otherwise
treated as an "annual addition."

ARTICLE III

INCREASE IN COMPENSATION LIMIT

The annual Compensation of each Participant taken into account in determining
allocations for any Plan Year beginning after December31, 2001, shall not
exceed $200,000, as adjusted for cost of living increases in accordance with
Code Section 401(a)(17)(B).

ARTICLE IV

MODIFICATION OF TOP HEAVY RULES

4.1	Effective date. This Article shall apply for purposes of determining
whether the Plan is a topheavy plan under Code Section416(g) for Plan Years
beginning after December31, 2001, and whether the Plan satisfies the minimum
benefits requirements of Code Section416(c) for such years. This Article
amends Article X of the Plan.

4.2	Determination of topheavy status.

a       Key employee. Key employee means any Employee or former Employee
(including any deceased Employee) who at any time during the Plan Year that
includes the determination date was an officer of the Employer having "415
Compensation" greater than $130,000 (as adjusted under Code Section 416(i)(1)
for Plan Years beginning after December31, 2002), a 5percent owner of the
Employer, or a 1percent owner of the Employer having "415 Compensation" of
more than $150,000. The determination of who is a key employee will be made
in accordance with Code Section 416(i)(1) and the applicable regulations and
other guidance of general applicability issued thereunder.

b	Determination of present values and amounts. This section(b) shall apply
for purposes of determining the present values of accrued benefits and the
amounts of account balances of Employees as of the determination date.

1	Distributions during year ending on the determination date. The present
values of accrued benefits and the amounts of account balances of an Employee
as of the determination date shall be increased by the distributions made with
respect to the Employee under the Plan and any plan aggregated with the Plan
under Code Section 416(g)(2) during the 1year period ending on the
determination date. The preceding sentence shall also apply to distributions
under a terminated plan which, had it not been terminated, would have been
aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a
distribution made for a reason other than separation from service, death, or
disability, this provision shall be applied by substituting 5year period for
1year period.

2	Employees not performing services during year ending on the determination
date. The accrued benefits and accounts of any individual who has not
performed services for the Employer during the 1-year period ending on the
determination date shall not be taken into account.

4.3	Minimum benefits. Employer matching contributions shall be taken into
account for purposes of satisfying the minimum contribution requirements of
Code Section 416(c)(2) and the Plan. The preceding sentence shall apply with
respect to matching contributions under the Plan or, if the Plan provides
that the minimum contribution requirement shall be met in another plan, such
other plan. Employer matching contributions that are used to satisfy the
minimum contribution requirements shall be treated as matching contributions
for purposes of the actual contribution percentage test and other
requirements of Code Section401(m).

4.4	Applicability. The top-heavy requirements of Code Section 416, Article X
of the Plan and this Article IV shall not apply in any Plan Year beginning
after December31, 2001 , in which the Plan consists solely of a cash or
deferred arrangement which meets the requirements of Code Section 401(k)(12)
and matching contributions with respect to which the requirements of Code
Section 401(m)(11) are met.

ARTICLE  V
DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

5.1	Effective date. This Article shall apply to distributions made  after
December31, 2001 .

5.2 	Modification of definition of eligible retirement plan. For purposes of
the direct rollover provisions in Section8.13 p.68 of the Plan, an eligible
retirement plan shall also mean an annuity contract described in Code
Section403(b) and an eligible plan under Code Section457(b) which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from this
Plan. The definition of eligible retirement plan shall also apply in the case
of a distribution to a surviving spouse, or to a spouse or former spouse who
is the alternate payee under a qualified domestic relation order, as defined
in Code Section414(p).

ARTICLE  VI
ROLLOVERS FROM OTHER PLANS

The Administrator, operationally and on a nondiscriminatory basis, may limit
the source of rollover contributions that may be accepted by this Plan.

ARTICLE  VII
ROLLOVERS DISREGARDED IN INVOLUNTARY CASHOUTS

7.1 	Applicability and effective date. This Article applies to rollover
contributions and involuntary cashouts, and shall be effective with respect
to distributions made on and after 1/1/02 with respect to Participants who
separate from service on or after 1/1/02.

7.2 	Rollovers disregarded in determining value of account balance for
involuntary distributions. For purposes of Section7.4(a) p.51of the Plan, the
value of a Participant's nonforfeitable account balance shall be determined
without regard to that portion of the account balance that is attributable to
rollover contributions (and earnings allocable thereto) within the meaning of
Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16).
If the value of the Participant's nonforfeitable account balance as so
determined is $5,000 or less, the Plan shall immediately distribute the
Participant's entire nonforfeitable account balance.

ARTICLE  VIII
REPEAL OF MULTIPLE USE TEST

The multiple use test described in Treasury Regulation Section 1.401(m)2 and
Section 4.7(a)(2) p.35 of the Plan shall not apply for Plan Years beginning
after December 31, 2001.

ARTICLE  IX
CATCHUP CONTRIBUTIONS

9.1 	Effective date. This Article shall apply to catchup contributions made
on and after 1/1/02.

9.2 	Applicability. All Employees who are eligible to make salary reductions
under this Plan and who have attained age 50 before the close of the Plan
Year shall be eligible to make catchup contributions in accordance with, and
subject to the limitations of, Code Section414(v). Such catchup contributions
shall not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of Code Sections402(g) and 415. The
Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Code Section 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416, as applicable, by reason of the making of such
catchup contributions.

ARTICLE  X
DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

10.1 .	Effective date. This Article shall apply for distributions occurring
on and after 1/1/02 regardless of when severance from employment occurred.

10.2 .	New distributable event. A Participant's Elective Contributions and
earnings attributable to these contributions shall be distributed on account
of the Participant's severance from employment. However, such a distribution
shall be subject to the other provisions of the Plan regarding distributions,
other than provisions that require a separation from service before such
amounts may be distributed.

IN WITNESS WHEREOF, this Amendment has been executed this 28th day of 2002.

Gold Reserve Corporation

By

s/  Rockne J. Timm
EMPLOYER

s/ Rockne J. Timm
TRUSTEE

s/ A. Douglas Belanger
TRUSTEE

s/ Robert A. McGuinness
TRUSTEE

EXHIBIT 5.1

AUSTRING, FENDRICK, FAIRMAN & PARKKARI
BARRISTERS & SOLICITORS

LORNE N. AUSTRING    DEBRA L. FENDRICK		THE DRURY BUILDING
H. SHAYNE FAIRMAN    KEITH D. PARKKARI 		3081 Third Avenue
KATHLEEN M. AVERY    GREGORY A. FEKETE		Whitehorse, Yukon
STACY K. HENNINGS    		                  Y1A 4Z7

PHONE: (867) 668-4405
FAX: (867) 668-3710
E-MAIL:  laustring@lawyukon.com
OUR FILE NO:	014910-21

December 1, 2003

Gold Reserve Inc.
Suite 200
926 West Sprague Avenue
Spokane, Washington, USA
99201

Dear Sirs/Mesdames:

Re:	Securities and Exchange Commission Form S-8

We are Yukon counsel to Gold Reserve Inc., a corporation incorporated under
the laws of the Yukon Territory (the "Company"). The Company intends to file
with the Securities and Exchange Commission (the "Commission") a registration
statement (the "Registration Statement") on Form S-8 under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement covers (a)
200,000 Class A Common Shares, no par value per share, of the Company (the
"Class A Common Shares"), including the Class A Common Share Purchase Rights
attaching to such shares pursuant to that certain Shareholder Rights Plan
Agreement, dated as of June 11, 2003, between the Company and Computershare
Trust Company of Canada (the "Rights Agreement"), which shall be issued
pursuant to the Gold Reserve KSOP Plan, as amended (the "Plan"), and (b) such
additional Class A Common Shares as may become issuable pursuant to the
anti-dilution provisions of the Plan (such shares are collectively referred
to as the "Securities").

In rendering this opinion we have examined such corporate records, documents
and instruments of the Company and such certificates of public officials,
have received such representations from officers of the Company, and have
reviewed such questions of law as in our judgment are necessary, relevant or
appropriate to enable us to render the opinion expressed below. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all corporate records, documents and instruments submitted to
us as originals, the conformity to original documents of all documents
submitted to us as conformed, certified or photostatic copies thereof, and
the authenticity of the originals of such conformed, certified or photostatic
copies.

Based upon such examination and review and upon representations made to us by
officers of the Company, we are of the opinion that upon issuance and delivery
of the Securities in accordance with the terms and conditions of the Plan and,
as appropriate, the Rights Agreement, and upon receipt by the Company of the
full consideration for the Securities as determined pursuant to the Plan and,
as appropriate, the Rights Agreement, the Securities will be validly issued,
fully paid and nonassessable.

This firm consents to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Commission thereunder.

Yours truly,

s/ Austring, Fendrick, Fairman & Parkkari

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 14, 2003 relating to the
consolidated financial statements of Gold Reserve Inc., which appears in Gold
Reserve Inc.'s Annual Report on Form 20-F for the year ended December 31, 2002.

s/ PricewaterhouseCoopers LLP

Vancouver, B.C., Canada
November 24, 2003