As filed with the Securities and Exchange Commission on January 25, 2002
                                                        Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------
                              ABN AMRO HOLDING N.V.
             (Exact name of registrant as specified in its charter)

                                 THE NETHERLANDS
                 (Jurisdiction of incorporation or organization)

                                      NONE
                      (I.R.S. Employer Identification No.)

            GUSTAV MAHLERLAAN 10, 1082 PP AMSTERDAM, THE NETHERLANDS
                    (Address of principal executive offices)

                ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN
                              (Full title of Plan)

           M.W.H. COLLOT D'ESCURY, ESQ.               MARK A. EGERT, ESQ.
                ABN AMRO Bank N.V.                       ABN AMRO Inc.
  Senior Vice President and Senior Legal Advisor      Chief Legal Officer
               Gustav Mahlerlaan 10                   55 East 52nd Street
                 1082 PP Amsterdam                     New York, NY 10055
                  The Netherlands                        (212) 409-1000
                 (31-20) 629-2307

(Name, address and telephone number, including area code, of agents for service)
                             ---------------------
                     COPIES TO: MICHAEL R. LITTENBERG, ESQ.
                            SCHULTE ROTH & ZABEL LLP
                                919 THIRD AVENUE
                               NEW YORK, NY 10022
                                 (212) 756-2000

                              ---------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                        Amount to be   Proposed maximum    Proposed maximum         Amount of
Title of securities to be registered     registered     offering price        aggregate         registration fee
                                                           per share        offering price
------------------------------------    ------------   ----------------    ----------------     ----------------
<S>                                     <C>            <C>                 <C>                  <C>
Ordinary Shares, par value EUR 0.56
each, of ABN AMRO Holding N.V.          5,000,000 (1)  $  17.54 (2)        $ 87,700,000 (2)     $ 8,068.40 (2)
====================================    ============   ================    ================     ================
</TABLE>

     (1) This Registration Statement covers 5,000,000 Ordinary Shares authorized
to be sold under the ABN AMRO WCS Holding Company 401(k) Savings Plan (the
"Plan"). The Ordinary Shares covered by this Registration Statement will be
evidenced by American Depository Shares of ABN AMRO Holding N.V. ("Holding"),
which will be evidenced by American Depository Receipts of Holding. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan described herein.

     (2) Pursuant to Rule 457(c) under the Securities Act, the proposed maximum
offering price per share and the registration fee are based on the reported
average of the high and low prices for the American Depository Shares of Holding
on the New York Stock Exchange on January 22, 2002. Pursuant to Rule 457(h)(2)
under the Securities Act, no separate fee is required with respect to the
interests in the Plan covered by this Registration Statement.

================================================================================


<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by ABN AMRO Holding N.V. ("Holding") with
the Securities and Exchange Commission (the "Commission") are hereby
incorporated herein by reference:

              (a)    The Annual Report on Form 20-F of Holding and ABN AMRO Bank
         N.V. (File No. 1-14624 and File No. 333-49198, respectively) for the
         fiscal year ended December 31, 2000, filed with the Commission on May
         9, 2001.

              (b)    The Form 6-K of Holding, filed with the Commission on
         February 16, 2001.

              (c)    The Form 6-K of Holding, filed with the Commission on
         February 23, 2001.

              (d)    The Form 6-K of Holding, filed with the Commission on May
         16, 2001.

              (e)    The Form 11-K of Holding, filed with the Commission on June
         29, 2001.

              (f)    The Form 11-K of Holding, filed with the Commission on June
         29, 2001.

              (g)    The Form 6-K of Holding, filed with the Commission on
         August 17, 2001.

              (h)    The Form 6-K of Holding, filed with the Commission on
         September 28, 2001.

              (i)    The Form 6-K of Holding, filed with the Commission on
         December 5, 2001.

              (j)    The description of Holding's Ordinary Shares contained in
         its Registration Statement on Form 8-A, Registration No. 1-14624, filed
         with the Commission on May 7, 1997.

         In addition, all documents and other reports filed by Holding or the
ABN AMRO WCS Holding Company 401(k) Savings Plan (the "Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are filed subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be part hereof from the respective date of filing of each such document.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Articles of Association of Holding contain no provisions under
which any member of the Supervisory Board or the Managing Board or any officer
of Holding is indemnified in any manner against any liability which he or she
may incur in the capacity as such. However, Article 37 of the Articles of
Association of Holding provides that the annual accounts shall be approved by
the shareholders meeting. The unconditional approval of the annual accounts
shall discharge the Managing Board from any liability to Holding and its
shareholders with respect to the conduct of its management activities during the
financial year concerned, and the Supervisory Board for its supervision thereof,
insofar as such management and supervising is reflected in the annual accounts.
Under Dutch law, this discharge is not absolute and would not be effective as to
any matters not disclosed to Holding's shareholders.


<PAGE>


         Certain officers and members of the Supervisory Board and the Managing
Board of Holding are, to a limited extent, insured under an insurance policy
against damages resulting from their conduct when acting in their capacities as
such.

ITEM 8.  EXHIBITS

         4.1    Articles of Association of Holding, as amended.

         4.2    ABN AMRO WCS Holding Company 401(k) Savings Plan, effective
                January 1, 2002, and the First Amendment to the ABN AMRO WCS
                Holding Company 401(k) Savings Plan.

         5.1    An undertaking that the Registrant will submit the Plan and
                any amendment thereto to the Internal Revenue Service in a
                timely manner for qualification under Section 401 of the
                Internal Revenue Code, and will make all changes required
                by the Internal Revenue Service in order to so qualify the
                Plan.

         23.1   Accountants' Consent.

ITEM 9.  UNDERTAKINGS

                The undersigned registrant hereby undertakes:

                (a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                    (i)    To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                    (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                    (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;

                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;

                    (2)    That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and


<PAGE>


                    (3)    To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

                (b)    The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                (h)    Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>


                                   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 Amsterdam, The Netherlands on this 25th day of January, 2002.

                                       ABN AMRO HOLDING N.V.


                                       By:   /s/  W.G. Jiskoot
                                          -------------------------------------
                                       Name: W.G. Jiskoot
                                       Title: Member of the Managing Board


                                       By:   /s/  S.A. Lires Rial
                                          -------------------------------------
                                       Name: S.A. Lires Rial
                                       Title: Member of the Managing Board




           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.



<TABLE>
<CAPTION>
                  Signature                                   Title                                 Date
                  ---------                                   -----                                 ----


         <S>                                         <C>                                           <C>

          /s/  R.W. J. Groenink                      Chairman of the Managing Board                01/25/02
         ----------------------------------------
         R. W. J. Groenink                           (Principal Executive Officer)


          /s/  T. de Swaan                           Member of the Managing Board                  01/25/02
         ----------------------------------------
         T. de Swaan                                 (Principal Financial Officer)


          /s/  G.L. Zeilmaker                        (Principal Accounting Officer)                01/25/02
         ----------------------------------------
         G.L. Zeilmaker


          /s/  A. A. Loudon                          Chairman of the Supervisory Board             01/25/02
         ----------------------------------------
         A. A. Loudon


          /s/  H.B. van Liemt                        Vice Chairman of the Supervisory Board        01/25/02
         ----------------------------------------
         H. B. van Liemt



<PAGE>


          /s/  W. Overmars                           Member of the Supervisory Board               01/25/02
         ----------------------------------------
         W. Overmars


          /s/  W. Dik                                Member of the Supervisory Board               01/25/02
         ----------------------------------------
         W. Dik


          /s/  S. Keehn                              Member of the Supervisory Board               01/25/02
         ----------------------------------------
         S. Keehn


          /s/  C. H. van der Hoeven                  Member of the Supervisory Board               01/25/02
         ----------------------------------------
         C. H. van der Hoeven


          /s/  M. C. van Veen                        Member of the Supervisory Board               01/25/02
         ----------------------------------------
         M. C. van Veen


          /s/  A. Burgmans                           Member of the Supervisory Board               01/25/02
         ----------------------------------------
         A. Burgmans


          /s/  D. R. J. de Rothschild                Member of the Supervisory Board               01/25/02
         ----------------------------------------
         D. R. J. de Rothschild


          /s/  Mrs. L. S. Groenman                   Member of the Supervisory Board               01/25/02
         ----------------------------------------
         Mrs. L. S. Groenman


          /s/  Mrs. T. A. Maas-de Brouwer            Member of the Supervisory Board               01/25/02
         ----------------------------------------
         Mrs. T. A. Maas-de Brouwer


          /s/  P. J. Kalff                           Member of the Supervisory Board               01/25/02
         ----------------------------------------
         P. J. Kalff


          /s/  R. W. J. Groenink                     Chairman of the Managing Board                01/25/02
         ----------------------------------------
         R. W. J. Groenink


          /s/  W. G. Jiskoot                         Member of the Managing Board                  01/25/02
         ----------------------------------------
         W. G. Jiskoot


          /s/  T. de Swaan                           Member of the Managing Board                  01/25/02
         ----------------------------------------
         T. de Swaan


<PAGE>


          /s/  J. Ch. L. Kuiper                      Member of the Managing Board                  01/25/02
         ----------------------------------------
         J. Ch. L. Kuiper


          /s/  C. H. A. Collee                       Member of the Managing Board                  01/25/02
         ----------------------------------------
         C. H. A. Collee


          /s/  S. A. Lires Rial                      Member of the Managing Board                  01/25/02
         ----------------------------------------
         S. A. Lires Rial


          /s/  H. Y. Scott-Barrett                   Member of the Managing Board                  01/25/02
         ----------------------------------------
         H. Y. Scott-Barrett


</TABLE>


<PAGE>



           Pursuant to the requirements of the Securities Act of 1933, the
undersigned, the duly authorized representative in the United States of ABN AMRO
Holding N.V., has signed this Form S-8 in New York, New York on January 25,
2002.


                                      By:  /s/  Mark Egert
                                           ------------------------------------
                                      Name:    Mark Egert
                                      Title:   Authorized Representative



         Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the ABN AMRO WCS Holding Company 401(k) Savings Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York on this 25th day
of January, 2002.


                                      ABN AMRO WCS HOLDING COMPANY
                                      401(k) SAVINGS PLAN


                                      By:  /s/  Richard Mancinelli
                                            -----------------------------------
                                      Name:    Richard Mancinelli
                                      Title:   Director, Human Resources



<PAGE>


                                                                     Exhibit 4.1

NAME, REGISTERED OFFICES AND STRUCTURAL REGIME
ARTICLE 1

1.   The Company bears the name:
     ABN AMRO HOLDING N.V.
     It has its registered offices in Amsterdam.
2.   The Company shall be subject to Sections 158 to 164 inclusive of Book 2 of
     the Netherlands Civil Code.

OBJECT
ARTICLE 2

The object of the Company is:
1.   The participation in, collaboration with and financing, administration and
     management of other enterprises and companies and the performance of all
     acts, activities and services which are related or may be conducive
     thereto:
2.   The engagement in banking and stockbroking activities, the management of
     third-party assets, acting as trustee, administrator, executor of wills
     and executive director, non-executive director or liquidator of companies
     or other organisations, the provision of insurances and the performance of
     all other acts and activities which are related or may be conducive
     thereto, all in the broadest possible sense;
3.   The fostering of the direct and indirect interests of all those who are
     involved in any way in the Company and the safeguarding of the continuity
     of the Company and its affiliated enterprise(s).

CAPITAL AND SHARES
ARTICLE 3

1.   The Company's authorised share capital amounts to four billion, seven
     hundred and four million, two hundred and twenty-four euros (EUR
     4,704,000,224). It is divided into:
     a.   one hundred (100) priority shares with a face value of two euros and
          twenty-four cents (EUR 2.24);
     b.   four billion (4,000,000,000) ordinary shares, each with a face value
          of fifty-six euro cents (EUR 0.56);
     c.   one billion (1,000,000,000) preference shares to be divided into one
          (1) series of four hundred million (400,000,000) and six (6) series of
          one hundred million (100,000,000) preference shares, each with a face
          value of two euros and twenty-four cents (EUR 2.24);
     d.   one hundred million (100,000,000) preference shares convertible into
          ordinary shares to be divided into one (1) series of twenty million
          (20,000,000) shares and eight (8) series of ten million (10,000,000)
          shares, each with a face value of two euros and twenty-four cents (EUR
          2.24).
     The preference shares convertible into ordinary shares are also referred to
     hereinafter as "convertible shares".
     The priority shares are also referred to hereinafter as "the priority".
2.   Where reference is made in these Articles of Association to "shares" or
     "shareholders", this shall be taken to refer to all classes of shares or
     their holders, unless it is expressly stipulated, or is evident from the
     context, that such is not the case.
     The following stipulations with respect to preference shares shall also
     apply to the convertible shares, unless it is expressly stipulated, or is
     evident from the context, that such is not the case.


<PAGE>


SHARES
ARTICLE 4

1.   The ordinary shares and the convertible shares shall be registered shares
     or bearer shares. The priority shares and the preference shares shall be
     registered shares.
2.   The shares shall be separately numbered per class and per series.
3.   Where more than one party is entitled to a share or the said share forms
     part of jointly owned property, other than a collective securities deposit
     or a dematerialised securities deposit within the meaning of the Securities
     Giro Act (Wet giraal effectenverkeer), the persons entitled may only be
     represented in relation to the Company by one person, appointed by them in
     writing for that purpose.
4.   Each time convertible shares are issued, the body authorised to issue the
     shares shall indicate the conditions on which and the term within which the
     shares in question can be converted into ordinary shares.

REGISTERS
ARTICLE 5

1.   The Managing Board shall maintain a separate register of the holders of
     each class of registered share, in which such entries and annotations shall
     be made, from which such extracts shall be issued and which shall be
     available for inspection in such a manner and by such parties as prescribed
     by law.
2.   Each holder of registered shares, or usufructuary or lienholder in relation
     to such shares shall be obliged to notify the Managing Board in writing of
     his address and any change of address. Where registered shares belong to a
     collective securities deposit or a dematerialised securities deposit within
     the meaning of the Securities Giro Act, the provisions of the preceding
     sentence shall apply to the relevant affiliated institution or the central
     securities depository respectively.
3.   All entries and annotations made in the registers shall be signed by two
     members of the Managing Board or by one member of the Managing Board and
     one officer expressly authorised thereto by the said Board, or by two
     officers authorised thereto.
4.   The registers referred to in this Article may consist of more than one
     part; they may be maintained, either in whole or in part, in more than one
     copy and in more than one place.
     At least one copy of the said registers shall at all times be kept at the
     offices of the Company in the place where it has its registered offices,
     and shall be available for inspection as required by law.

SHARE CERTIFICATES
ARTICLE 6

1.   All ordinary bearer shares shall be evidenced by one share certificate and
     all convertible bearer shares shall be evidenced by one share certificate.
2.   No share certificates shall be issued for ordinary shares or convertible
     registered shares. Where registered shares belong to a collective
     securities deposit or a dematerialised securities deposit within the
     meaning of the Securities Giro Act, these may be put in the name of an


<PAGE>


     affiliated institution or the central securities depository, with a note to
     the effect that the shares belong to the collective securities deposit of
     the relevant class held by the affiliated institution, or to the
     dematerialised securities deposit of that class.
3.   Ordinary shares may be delivered unless the Managing Board has stipulated
     otherwise in accordance with Section 26 of the Securities Giro Act.

TRANSFER OF REGISTERED SHARES
ARTICLE 7

1.   The transfer of registered shares shall require a deed of transfer and
     serving of this deed on the Company or acknowledgement in writing by the
     Company of the transfer based on the submission of the said deed to the
     Company. This acknowledgement shall take the form of a written statement by
     the Company.
2.   The provisions of the preceding paragraph shall apply MUTATIS MUTANDIS to
     the establishment and transfer of the right of usufruct or lien and to the
     allotment of registered shares in case of a division of any community.
3.   The transfer and creation of a right of usufruct or lien in respect of a
     share in a collective securities deposit or in the dematerialised
     securities deposit within the meaning of the Securities Giro Act in
     relation to shares in the Company shall take place in the manner provided
     in the Act.

ISSUE OF SHARES
ARTICLE 8

1.   The issue of shares shall be effected by a resolution to that effect passed
     by the General Meeting of Shareholders following a proposal submitted by
     the Managing Board and approved by the Supervisory Board. With due
     observance of the relevant statutory provisions, the General Meeting of
     Shareholders shall be authorised to appoint the Managing Board as the body
     which is authorised, subject to the approval of the Supervisory Board, to
     issue shares, in this case, the Managing Board shall also be authorised to
     determine the share price and further terms of issue.
2.   The above provisions with respect to the issue of shares shall also apply
     to the granting of rights to acquire shares; they shall not, however, apply
     to the issue of shares to a party exercising a previously obtained right to
     acquire shares.

PRE-EMPTIVE RIGHT
ARTICLE 9

1.   When ordinary shares or convertible shares are issued, each holder of
     ordinary shares shall have a pre-emptive right, in proportion to the
     aggregate amount of his ordinary shares, except in the case of an issue of
     shares for a consideration other than in cash or an issue of shares to
     employees of the Company or of a group company.
2.   The body authorised to issue shares may, with due observance of the
     statutory provisions, restrict or exclude the pre-emptive right for any
     issue. If the Managing Board has been appointed as the body authorised to


<PAGE>


     issue shares, the prior approval of the Supervisory Board shall be required
     for a decision to that effect.
3.   Shareholders shall have no pre-emptive rights with respect to shares issued
     to a party exercising a previously obtained right to acquire shares.

PAYMENT ON SHARES
ARTICLE 10

1.   Shares shall only be issued against payment in full.
2.   Payment shall be made in cash unless a non-cash contribution has been
     agreed. Payment may only be made other than in a euro-based currency with
     the Company's consent.

ACTS IN LAW RESULTING IN A COMMITMENT FOR THE COMPANY
ARTICLE 11

The Managing Board shall be authorised, without the prior approval of the
General Meeting of Shareholders but subject to the approval of the Supervisory
Board, to perform acts in law:
     a.   in relation to the acquisition of shares whereby special commitments
          are imposed upon the Company;
     b.   in connection with the acquisition of shares on conditions other than
          those on which participation in the Company is made available to the
          public;
     c.   concerning payment for shares other than in cash.

ACQUISITION BY THE COMPANY OF SHARES IN ITS OWN CAPITAL
ARTICLE 12

1.   The Company may acquire fully paid-up shares or depositary receipts for
     shares in its own capital for a consideration if and in so far as the
     General Meeting of Shareholders has authorised the Managing Board thereto,
     with due observance of the provisions of Section 98 of Book 2 of the
     Netherlands Civil Code.
2.   The said authorisation shall not be required for the acquisition by the
     Company of shares in its own capital for the purpose of transferring the
     said shares to employees in the service of the Company or of a group
     company under a scheme which applies to the said employees.

CAPITAL REDUCTION
ARTICLE 13

1.   The General Meeting of Shareholders may decide, following a proposal
     thereto by the Managing Board and approved by the Supervisory Board and
     with due observance of the provisions of Section 99 of Book 2 of the
     Netherlands Civil Code, to reduce the issued capital by cancellation of
     shares or by reduction of the amount of the shares by amendment of the
     Articles of Association.
2.   A decision to cancel may also relate either to the preference shares only
     or to the preference shares belonging to one specific series, or to
     preference shares which have been drawn belonging to one specific series,
     or to the convertible shares only or to the convertible shares belonging to
     one specific series, or to convertible shares which have been drawn
     belonging to one specific series, in all cases on repayment of the nominal
     amount of the preference shares or the amount paid in on the convertible
     shares, respectively.


<PAGE>


3.   Partial repayment on shares shall take place with respect to all shares or
     with respect to either the ordinary shares or the preference shares only,
     or with respect to the preference shares belonging to one specific series,
     or with respect to either the convertible shares only or the convertible
     shares belonging to one specific series only.

TRANSFER RESTRICTION WITH RESPECT TO PREFERENCE SHARES
ARTICLE 14

The provisions of this Article with respect to preference shares shall not apply
to convertible shares.
1.   Preference shares may only be held by the following parties:
     a.   natural persons;
     b.   the Trust Office ("Administratiekantoor").
          Under these Articles of Association, the Trust Office shall be taken
          to mean the trust office which, in accordance with an agreement
          concluded with that office on behalf of the Company by the Managing
          Board, with the approval of the Supervisory Board, issues bearer
          depositary receipts in exchange for shares in the Company's capital
          which it has in its possession;
     c.   the Company itself;
     d.   other legal entities than those referred to above, with respect to
          which the Managing Board has, with the approval of the Supervisory
          Board, passed an irrevocable resolution to withdraw the restriction of
          transfer and issue of shares in the cases referred to in paragraph 5,
          sub c. of this Article, the substance of such a resolution being the
          maximum value or percentage in shares to be held by the said legal
          entity.
2.   Transfer of the shares as referred to in paragraph 1 shall not be possible
     if the acquiring party is the holder of shares to a nominal value of less
     than one per cent (1%) of the share capital of the Company issued in the
     form of preference shares. If the said party is not a holder of the said
     shares, or if he is the holder of shares to a nominal value of less than
     one per cent (1%) of the share capital of the Company issued in the form of
     preference shares, transfer shall not be possible if this would result in
     the said party acquiring more than one per cent (1%) of the share capital
     issued in the form of preference shares.
     "Holding of Shares" and "acquisition of shares", respectively, shall be
     taken to include the holding or acquisition, respectively, of a right of
     usufruct, in so far as the relevant voting rights are vested in the
     usufructuary.
3.   Within the meaning of this Article, "issued share capital" shall be taken
     to include preference shares repurchased and cancelled by the Company,
     until such time as the number of preference shares issued post-cancellation
     equals or exceeds the number cancelled.
4.   Within the meaning of this Article, "transfer" shall be taken to include
     the acquisition of preference shares as a result of issues, regardless of
     whether or not such issues take place in the form of stock dividend and/or
     bonus shares. The preference shares to be issued shall be included when
     calculating the size of the share capital issued in the form of preference
     shares. "Issue of shares" shall be taken to include the granting of rights
     to acquire shares.


<PAGE>


5.   The provisions of paragraph 2 above shall not apply to:
     a.   the Company itself;
     b.   the Trust Office;
     c.   a transfer of preference shares acquired by the Company itself or
          issue by the Company of preference shares if the said transfer or
          issue is effected in relation to either a partnership with or a
          take-over of another enterprise, be it by way of a merger or by
          acquisition of a participating interest or expansion thereof, with
          respect to which the Managing Board has by irrevocable decree
          withdrawn, with the approval of the Supervisory Board, the
          restriction, either in whole or in part, of the possibility of
          transferring or issuing shares, which withdrawal may be made subject
          to certain conditions.
6.   In the event that an acquisition under general title including legal
     merger, division of any community and acquisition by inheritance or by law
     - results in an acquiring party acquiring more shares than could be
     transferred pursuant to paragraph 2 of this Article, the shares held by the
     acquiring party or the shares which exceed the said limit, respectively,
     shall either be exchanged for depositary receipts issued by the Trust
     Office or sold, with due observance of the provisions of this Article,
     within a period of fourteen (14) days of this situation arising.
     Until the said shares have been exchanged or sold, the rights vested in
     them may not be exercised by the acquiring party in question.
7.   In the event that an acquiring party who is obliged, pursuant to the
     provisions of the preceding paragraph, to exchange or sell his shares fails
     to comply with his obligation in this respect within a period of fourteen
     (14) days of the Managing Board drawing this obligation to his notice by
     registered letter, the Company shall be irrevocably authorised to transfer
     the shares in question to the Trust Office in exchange for an issue of
     depositary receipts, with the obligation that these receipts must be
     delivered to the shareholder in question.
8.   Depositary receipts issued by the Trust Office shall, for the purposes of
     the application of these Articles of Association, be deemed to have been
     issued with the cooperation of the Company.

USUFRUCT AND RIGHT OF LIEN
ARTICLE 15

1.   A right of usufruct may be established on shares in the Company's capital.
     The voting rights shall be vested in the usufructuary provided such was
     determined when the usufruct was established; with respect to the
     usufructuary of preference shares, they shall be vested in the usufructuary
     provided he is a person to whom shares may be transferred with due
     observance of the provision of Article 14.
2.   A right of lien may also be vested in shares in the Company's capital. The
     voting rights shall be vested in the lienholder provided such has been
     determined when the right of lien was established; if a right of lien is
     established on a preference share, however, the voting right may not be
     vested in the lienholder.
3.   Shareholders not having voting rights and usufructuaries and lienholders
     having voting rights shall have the rights as assigned by law to holders of
     depositary receipts issued with the cooperation of the Company.
     Usufructuaries or lienholders not having voting rights shall not have the
     aforementioned rights.


<PAGE>


HOLDERS OF DEPOSITARY RECEIPTS
ARTICLE 16

1.   The Managing Board shall, subject to the approval of the Supervisory Board,
     be authorised to lend its cooperation to the issue of depositary receipts.
2.   Where reference is made in these Articles of Association to "holders of
     depositary receipts", these shall be understood to mean all those who have
     the same rights as holders of depositary receipts for shares issued with
     the cooperation of the Company.
3.   In the event that depositary receipts for shares have been issued without
     the cooperation of the Company, their holders shall not have the rights
     conferred by law or by virtue of these Articles of Association on holders
     of depositary receipts issued with the cooperation of the Company.

MANAGEMENT
ARTICLE 17

1.   The Company shall be managed by a Managing Board.
2.   The Managing Board shall consist of at least five members.
     With due observance of the above provisions, the Meeting of the Holder of
     the Priority Share (hereinafter referred to as: "the Priority") shall
     determine the number of members to the Managing Board.
3.   The Managing Board shall determine the allocation of its duties in mutual
     consultation.

APPOINTMENT
ARTICLE 18

1.   The members of the Managing Board shall be appointed by the Supervisory
     Board.
2.   In the event that the Supervisory Board proceeds to appoint a member to the
     Managing Board, it shall notify the General Meeting of Shareholders of the
     intended appointment of a member to the Managing Board.
3.   A combined meeting of the Supervisory Board and the Managing Board shall
     appoint one member of the Managing Board Chairman.
4.   The Supervisory Board shall determine the salary and further conditions of
     appointment of the members of the Managing Board.

SUSPENSION AND DISMISSAL
ARTICLE 19

1.   The Supervisory Board may suspend members of the Managing Board at any
     time. If a member of the Managing Board is suspended, a meeting of the
     Supervisory Board shall be held within three months of the date of
     suspension, at which meeting the suspension shall be lifted or a decision
     taken on the intended dismissal of the suspended member. The latter shall
     be given the opportunity at this meeting to render account of his actions.
     He may arrange for the assistance of a consultant. The suspension shall
     lapse automatically if the Supervisory Board fails to take a decision
     within the aforementioned term of three months.
2.   A decision to suspend a member of the Managing Board may only be carried at
     a meeting of the Supervisory Board at which at least two-thirds of the
     incumbents are present. If less than two-thirds of the Supervisory Board
     members make their appearance at this meeting, a second meeting of the
     Supervisory Board shall be convened within a term of two weeks, at which a
     decision shall be taken regardless of the number incumbent members present.


<PAGE>


ARTICLE 20

1.   The Supervisory Board may dismiss members of the Managing Board at any
     time.
2.   The Supervisory Board may dismiss a member of the Managing Board only when
     the General Meeting of Shareholders has been consulted on the subject of
     the intended dismissal.
     The provisions of Article 19, paragraph 2 shall apply MUTATIS MUTANDIS.
     Prior to passing a resolution to this effect, the Supervisory Board may
     consult with the Managing Board member concerned. The latter may arrange
     for the assistance of a consultant.
3.   In the event that the Supervisory Board decides to convene a General
     Meeting of Shareholders in order to consult with the said Meeting on the
     intended dismissal of a member of the Managing Board, this General Meeting
     of Shareholders shall be held within a period of one month of the
     resolution passed by the Supervisory Board. The member of the Managing
     Board to whom the intended dismissal relates shall be given the opportunity
     to render account of his actions at this General Meeting of Shareholders.
4.   The Supervisory Board shall notify the Managing Board member concerned, not
     later than one month after consulting with the General Meeting of
     Shareholders, whether or not it is to effect the intended dismissal,
     failing which the Supervisory Board shall not be authorised to dismiss the
     member concerned until a General Meeting of Shareholders has again been
     convened for the purpose of consultation on the intended dismissal.

REPRESENTATION
ARTICLE 21

1.   The authority to represent the Company shall either reside with two members
     of the Managing Board acting jointly, or with one member of the Managing
     Board and one duly authorised signatory acting jointly.
2.   The Company may also be represented by authorised signatories, with due
     observance of any restrictions imposed upon their representative authority.
     The Managing Board shall decide on their authority, their job title and the
     terms of appointment, on the understanding that the title of Senior
     Executive Vice President may only be granted in consultation with the
     Supervisory Board.

ABSENCE AND INABILITY TO ACT
ARTICLE 22

In the event of absence or inability to act on the part of one or more members
of the Managing Board, the remaining members of the said Board or the two
remaining of the said Board, respectively, shall be charged with the management
of the Company.
In the event of absence or inability to act on the part of all but one member of
the Managing Board or all members of the said Board, the sole remaining member
of the said Board and the Supervisory Board jointly or the Supervisory Board,
respectively, shall temporarily be charged with the management of the Company,
without prejudice to the authority of the Supervisory Board to appoint under
such circumstances one or more or two or more officers, respectively, whether or
not from its own membership, to attend to the management of the Company on a
temporary basis, together with the sole remaining member of the Managing Board
or jointly, respectively.


<PAGE>


In the event of absence or inability to act on the part of all members of the
Managing Board or all but one member of the said Board, the Supervisory Board
shall be obliged to fill the vacant post(s) with immediate effect.

APPROVAL OF RESOLUTIONS
ARTICLE 23

1.   With prejudice to the provisions as stipulated elsewhere in these Articles
     of Association, the Managing Board shall require the approval of the
     Supervisory Board for the following management decisions:
     a.   issue and acquisition of shares in and debentures for the account of a
          limited or general partnership of which the Company is a fully liable
          partner;
     b.   cooperation in the issue of depositary receipts for shares in the
          Company's capital;
     c.   application for listing or cancellation of listing of the securities
          as referred to under a. and b. in the Official Price List of any stock
          exchange;
     d.   entering into or severing a lasting collaboration, either between the
          Company or a dependent company and another legal entity or company, or
          in its capacity as fully liable partner in a limited or general
          partnership if the said collaboration or severing is of material
          significance for the Company;
     e.   participation by the Company or a dependent company in the capital of
          another company to an amount of at least one quarter of the value of
          the issued capital and reserves of the Company as disclosed in its
          balance sheet and accompanying notes, or any material increase or
          reduction in such participation;
     f.   investments requiring an amount equal to at least one-quarter of the
          issued capital and reserves of the Company as disclosed in its balance
          sheet and accompanying notes;
     g.   any proposal to amend the Articles of Association;
     h.   any proposal to wind up the Company;
     i.   filing for bankruptcy and applying for moratorium of payment;
     j.   termination of employment for a significant number of employees of the
          Company or of a dependent company, either at the same time or within a
          short period of time;
     k.   material changes in the employment conditions of a significant number
          of employees of the Company or of a dependent company, either at the
          same time or within a short period of time;
     l.   any proposal relating to a reduction of the issued capital.
2.   Failure by the Supervisory Board to approve of any resolution as referred
     to in the first paragraph may not be invoked by or against third parties.

SUPERVISORY BOARD
ARTICLE 24

1.   The Company shall have a Supervisory Board consisting of at least five
     members. With due observance of the above provisions, the priority will fix
     the number of members of the board of supervisory directors.


<PAGE>


2.   Without prejudice to the provisions as stipulated elsewhere in these
     Articles of Association, it shall be the duty of the Supervisory Board to
     supervise the conduct of business of the Managing Board as well as the
     general course of affairs in the Company and its affiliated enterpris(s).
     The Supervisory Board shall assist the Managing Board with advice. The
     members of the Supervisory Board shall be guided in the performance of
     their duties by the interests of the Company and those of its affiliated
     enterprise(s).
3.   The Managing Board shall provide the Supervisory Board in good time with
     the information required for the performance of its duties.
4.   If the Supervisory Board has fewer than five members in office, it shall
     fill the vacancies immediately. The Supervisory Board shall retain its
     powers throughout periods when there are vacancies or there are fewer than
     five members.
5.   Convocations and other notifications to holders of shares and depositary
     receipts for shares shall be made by means of an announcement in at least
     one national daily newspaper and in the Official Price List, published by
     Amsterdam Exchanges N.V. or one of her subsidiaries, the Official Price
     List hereafter to be mentioned as: the Official Price List.
     The Supervisory Board shall appoint from among its members a Chairman and
     one or more Deputy Chairmen.
6.   Each member of the Supervisory Board shall receive a fixed remuneration,
     the level of which is determined, and may be changed, by the General
     Meeting of Shareholders following a proposal to that effect by the said
     Board.

APPOINTMENT OF SUPERVISORY BOARD MEMBERS
ARTICLE 25

1.   The members of the Supervisory Board shall be appointed by the Supervisory
     Board.
2.   The General Meeting of Shareholders, the Staff Council and the Managing
     Board may recommend persons for appointment to the Supervisory Board to the
     said Board. To this end, the Supervisory Board shall notify them in good
     time when and as a result whereof a vacant seat on its Board needs to be
     filled. The Supervisory Board may impose a reasonable term on the Managing
     Board and the Staff Council for the making of such recommendations.
3.   The Supervisory Board shall notify the General Meeting of Shareholders and
     the Staff Council of the name of the person it wishes to appoint, with due
     observance of Section 142, Subsection 3 of Book 2 of the Netherlands Civil
     Code.
4.   The Supervisory Board shall appoint the said person unless the General
     Meeting of Shareholders or the Staff Council object to the intended
     appointment, on the grounds that the provisions of either the second
     sentence of paragraph 2 or of paragraph 3 of this Article have not been
     fully complied with, on the grounds that it is expected that the nominee
     would be unfit to perform the duties of a member of the Supervisory Board,
     or on the grounds that the composition of the Supervisory Board would be
     inappropriate following the intended appointment.


<PAGE>


5.   The resolution by the General Meeting of Shareholders to lodge an objection
     must be passed at the first meeting held after a period of fourteen (14)
     days has elapsed since notice was given.
     The Staff Council shall pass the resolution to lodge an objection within a
     period of two months of the notification.
6.   The objection shall be communicated to the Supervisory Board, stating the
     reasons.
7.   The appointment may be effected as intended despite the objection of the
     General Meeting of Shareholders or the Staff Council if the Companies
     Division ("Ondernemingskamer") of the Amsterdam Court of Appeal, at the
     request of a representative of the Supervisory Board appointed for that
     purpose, declares the said objection to be unfounded.
8.   A statement of defence may be submitted by a representative, appointed for
     that purpose, of the General Meeting of Shareholders or of the Staff
     Council which has lodged the objection referred to in paragraph 4.
     The Companies Division of the Court of Appeal shall also summon the
     representatives appointed by the General Meeting of Shareholders or the
     Staff Council which has not lodged an objection. No appeal shall be
     permitted against the decision of the Companies Division of the Court of
     Appeal. The Companies Division of the Court of Appeal may not make an award
     of legal costs.
9.   If no members of the Supervisory Board are in office, the appointment shall
     be made by the General Meeting of Shareholders, with due observance of the
     provisions of Section 159 of Book 2 of the Netherlands Civil Code.

RETIREMENT BY ROTATION o SUSPENSION o DISMISSAL
ARTICLE 26

1.   Members of the Supervisory Board shall retire from office not later than on
     the day of the first General Meeting of Shareholders following the day on
     which they have been a member of the Supervisory Board for a period of four
     years form their most recent appointment or reappointment. Retiring
     Supervisory Board members shall be eligible for immediate reappointment.
2.   The Supervisory Board may suspend members of the said Board at any time.
     Such suspension shall lapse automatically if the Company, represented by
     the Supervisory Board, fails to request the Companies Division of the
     Amsterdam Court of Appeal, within a period of one month of the commencement
     of the suspension, to dismiss the Supervisory Board member on the grounds
     as prescribed by law.
3.   Paragraph 2 of Article 19 shall apply MUTATIS MUTANDIS to the passing of
     resolutions by the Supervisory Board with respect to paragraph 2.

ADVISORY COMMITTEE
ARTICLE 27

1.   The Managing Board may establish an Advisory Committee.
2.   Whenever the Advisory Committee considers it necessary or whenever a
     request to that effect is submitted to it by the Managing Board, the
     Committee shall advise that Board on matters which are relevant to the
     conduct of business. The Managing Board may also request advice to that
     effect from individual members of the Advisory Committee.
     The establishment of the Committee, the procedures to be followed by it and
     appointment of its members shall be defined in more detail in a set of
     rules and regulations.


<PAGE>


GENERAL MEETING OF SHAREHOLDERS
ARTICLE 28

1.   General Meetings of Shareholders shall be held in Amsterdam.
2.   Annual meetings shall be held within six months of the end of each
     financial year.
3.   The following items shall be included on the agenda of the Annual Meeting:
     a.   The Annual Report;
     b.   Approval of the Annual Accounts;
     c.   Announcement concerning vacancies in the Managing Board and the
          Supervisory Board.
4.   General Meetings of Shareholders shall furthermore be held as frequently as
     deemed necessary by the Managing Board or the Supervisory Board and
     whenever such is required either by law or on the basis of the provisions
     of the Articles of Association.

CONVOCATION
ARTICLE 29

1.   General Meetings of Shareholders shall be convened by the Managing Board or
     the Supervisory Board, without prejudice to the provisions of Sections 110,
     111 and 112 of Book 2 of the Netherlands Civil Code.
2.   Convocation shall take place not later than on the fifteenth day prior to
     the day of the meeting.
3.   The convocation to the meeting shall state the items to be discussed;
     alternatively, notice shall be given that the holders of shares and
     depositary receipts for shares may inspect such items at the Company's
     offices.
4.   Proposals to amend the Articles of Association or proposals relating to a
     reduction of the Company's capital shall, however, always be included in
     the actual convocation. Convocations to meetings at which a proposal is
     made relating to a reduction of the Company's capital shall furthermore
     include the object of the said capital reduction and the method whereby it
     shall be realised.
5.   Notices calling meetings and other notices to shareholders and depositary
     receipt holders shall be given by announcements in at least one national
     daily newspaper and the Official List published by Euronext Amsterdam N.V.
     or one of its subsidiaries, hereinafter referred to as the Official List.

ADMISSION TO MEETINGS
ARTICLE 30

1.   Each shareholder, usufructuary and lienholder with voting rights shall be
     entitled to attend General Meetings of Shareholders in person or by a proxy
     authorised in writing, to address the meeting and exercise his voting
     rights, provided he has notified his intention to do so in accordance with
     the notice calling the meeting and duly observing paragraph 7 of this
     Article.
2.   Each holder of depositary receipts for shares shall be entitled, either in
     person or by written proxy, to attend General Meetings of Shareholders and
     address the meeting, provided he has lodged his certificates of receipt not
     later than within the term as stipulated in paragraph 1 in the place as
     stated in the convocation.


<PAGE>


3.   Each holder of shares not having voting rights shall be entitled, either in
     person or by written proxy, to attend General Meetings of Shareholders and
     address the meeting. The provisions as stipulated in paragraph 1 of this
     Article shall apply mutatis mutandis.
4.   Holders of shares and depositary receipts for shares who wish to have
     themselves represented at the General Meeting by written proxy shall be
     obliged to submit the proxy for the meeting to the offices of the Company,
     within the term as stipulated in paragraph 1.
5.   The Company may request shareholders, depositary receipt holders or their
     proxies to sign the attendance list before the start of the meeting.
6.   The Chairman of the General Meeting of Shareholders shall decide on any
     disputes as to whether holders of shares or depositary receipts for shares
     or their proxies have submitted adequate proof of their identity for the
     purpose of attending the meeting and exercising their voting rights and on
     all other issues relating to the proper conduct of the meeting.
7.   For the purposes of determining the rights of holders of ordinary shares
     and convertible shares to vote at and/or attend meetings, the Company shall
     treat as a shareholder any person named in a written declaration by an
     affiliated institution stating that the person named has an entitlement to
     its collective securities deposit to the extent of the number of shares
     stated, on the date indicated by the Company, provided the relevant
     declaration is lodged at the Company's office or another place to be
     stipulated by the Managing Board in good time and in accordance with the
     provisions of the notice calling the meeting. The provisions of the
     preceding sentence shall apply mutatis mutandis to usufructuaries and
     lienholders in relation to ordinary and convertible shares.

CHAIRING OF THE MEETING o MINUTES
ARTICLE 31

1.   General Meetings of Shareholders shall be chaired by the Chairman of the
     Supervisory Board or, in the absence of the said Chairman, by a Deputy
     Chairman.
     In the absence of both the Chairman and the Deputy Chairman, the
     Supervisory Board shall appoint a chairman from among the members of the
     Supervisory Board present at the meeting.
     The Chairman of the Supervisory Board may furthermore, in consultation with
     the Managing Board, invite a person from outside the Supervisory Board to
     deputise as chairman.
2.   Minutes shall be kept of the meeting, except where notarial records are
     made of the items discussed. The Chairman and the Secretary of the Meeting
     appointed by him shall approve the minutes and sign them in evidence
     thereof.

VOTING RIGHTS AND VOTING
ARTICLE 32

1.   a.   Each ordinary share shall confer the right to cast one vote.
     b.   Each priority share and each preference share shall confer the right
          to cast four votes.


<PAGE>


2.   No votes may be cast at the General Meeting of Shareholders with respect
     either to shares belonging to the Company or a subsidiary company or to
     shares the depositary receipts of which are held by the Company or a
     subsidiary company, without prejudice to any further provisions of the law.
3.   Shares in respect of which the law prescribes that they shall not confer a
     right to vote shall be disregarded for the purpose of determining the
     proportion of the shareholders voting, present or represented, or the
     proportion of the share capital present or represented.
4.   All resolutions by the General Meeting of Shareholders shall be passed by
     absolute majority of validly cast votes, unless the law prescribes a
     greater majority.
5.   All votes shall be cast verbally. The Chairman may determine, however, that
     the votes shall be cast by means of written ballot.
     In the case of election of persons, any shareholder present may also
     require that the votes shall be cast by means of written ballot.
     Written votes shall be cast using sealed unsigned ballot papers.
6.   Votes may be cast by acclamation provided none of the shareholders present
     objects.
7.   Blank votes and invalidly cast votes shall be deemed not to have been cast.
8.   In the event of a tied vote concerning matters, the proposal shall be
     deemed to have been defeated.
9.   If a simple majority is not reached on the first vote in the case of the
     appointment of persons, a second ballot shall be held. If a simple majority
     is not reached for a second time, a ballot shall be held between the two
     persons who acquired the most votes at the second ballot. The person who
     acquires the most votes during the final ballot shall be elected. If more
     than those persons qualify for the aforementioned second ballot as a result
     of a tied vote between them, an interim ballot shall decide the two persons
     between whom the final ballot is to be held or which of them shall go into
     the final ballot with the person who acquired the most votes at the second
     ballot. In the event of a tied vote, the matter shall be decided by the
     drawing of lots.

SHAREHOLDERS' COMMITTEE
ARTICLE 33

1.   The General Meeting of Shareholders shall be authorised to appoint a
     Shareholders' Committee to which it may transfer the powers granted and
     duties imposed by law with respect to the appointment and dismissal of
     members of the Supervisory Board and the Managing Board for a period, to be
     determined by the General Meeting, which shall not exceed two years at a
     time. Other powers may not be transferred to the Shareholders' Committee.
     The General Meeting of Shareholders may rescind the transfer at any time.
2.   The Supervisory Board may require that resolutions be passed within a
     reasonable term on the matters with respect to which it has requested that
     a meeting of the Shareholders' Committee be convened. If the Shareholders'
     Committee fails to comply, it shall be deemed to be unwilling to exercise
     its rights with respect to the items stated on the agenda.
3.   The composition of the Committee, the members of which shall be
     shareholders, the method of nomination, the division of duties and the
     procedures with respect to meetings and decision-taking shall be laid down
     in a set of rules and regulations, which shall be adopted by the General
     Meeting of Shareholders.


<PAGE>


MEETINGS OF HOLDERS OF DIFFERENT CLASSES OF SHARES
ARTICLE 34

1.   Meetings of holders of shares of the same class or belonging to the same
     series of preference shares shall be convened by the Managing Board or the
     Supervisory Board. The meetings shall be held as frequently as deemed
     necessary by the Managing Board or the Supervisory Board and whenever such
     is required either by law or on the basis of the provisions of the Articles
     of Association.
2.   Where possible, the provisions with respect to the General Meetings of
     Shareholders shall apply mutatis mutandis to the aforementioned meetings.

FINANCIAL YEAR o ANNUAL ACCOUNTS AND ANNUAL REPORT
ARTICLE 35

1.   The financial year shall be concurrent with the calendar year.
2.   Each year, within a period of five months of the end of the financial year,
     the Managing Board shall draw up the Annual Accounts.
3.   The Annual Accounts shall be signed by all members of the Managing Board
     and all members of the Supervisory Board.
4.   The Annual Accounts shall be submitted to the Supervisory Board, together
     with the Annual Report.
5.   The Supervisory Board shall adopt the Annual Accounts.

EXPERT
ARTICLE 36

1.   The Company shall appoint an expert, within the meaning of Section 393 of
     Book 2 of the Netherlands Civil Code, to audit the Annual Accounts.
2.   Without prejudice to the statutory provisions, the Supervisory Board shall
     be obliged to appoint the said expert if the General Meeting of
     Shareholders has failed to do so.
3.   The expert shall report on his audit to the Supervisory Board and the
     Managing Board.
4.   The expert shall state the results of his examination in an auditors'
     opinion on the truthfulness and fairness of the Annual Accounts.
5.   With due observance of the statutory provisions, the Annual Accounts may
     not be adopted or approved if the Supervisory Board or the General Meeting
     of Shareholders have not been in a position to inspect the auditors'
     opinion drawn up by the expert.

AVAILABILITY FOR INSPECTION o SUBMISSION o APPROVAL AND DISCHARGE
ARTICLE 37

1.   From the day of convocation to the Annual Meeting to the end of the said
     Meeting, the Annual Accounts as adopted by the Supervisory Board and the
     Annual Report of the Managing Board and the other information to be
     included by law shall be available for inspection by the holders of shares
     and depositary receipts for shares at the offices of the Company and at the
     offices as stated in the notification. The said holders of shares and
     depositary receipts for shares may obtain a full copy free of charge.
2.   The Supervisory Board shall submit the Annual Accounts, within a period of
     six months of the financial year end, for approval to the General Meeting
     of Shareholders, while the Managing Board shall submit the Annual Report
     within the same period.


<PAGE>


3.   The Supervisory Board shall simultaneously submit the Annual Accounts to
     the Staff Council for discussion.
4.   The Annual Accounts shall require the approval of the General Meeting of
     Shareholders.
5.   The General Meeting of Shareholders shall ratify the conduct of the
     Managing Board and Supervisory Board.

PROFIT AND DISTRIBUTIONS
ARTICLE 38

1.   The Company may make distributions to the shareholders and other parties
     entitled to the profit available for distribution in so far as its
     shareholders' equity exceeds the paid and called portion of the capital
     plus the reserves required by law to be maintained.
2.   The profit as stated in the approved Annual Accounts shall be distributed
     as follows:
     a.   Up to six per cent (6%) of the nominal amount of his share shall be
          distributed to the holder of the priority share.
     b.   1.   A dividend shall subsequently be distributed to the holders of
               preference shares and convertible shares equal to a percentage,
               to be described below, of the nominal amount of the preference
               shares or the amount paid in on the convertible shares,
               respectively.
     b.   2.   The calculation of the dividend percentage for the series of
               preference shares issued wholly or partly before the fifteenth of
               September, nineteen hundred and ninety-three, shall take place on
               the first of January two thousand and one and every ten years
               thereafter, by taking the average redemption yield on the five
               longest-dated government loans, as drawn up by the Central Bureau
               of Statistics (Centraal Bureau voor de Statistiek) and published
               in the Official List of Euronext Amsterdam N.V., provided this
               average is calculated over the last twenty trading days preceding
               the day on which the dividend percentage is adjusted and
               increased by a minimum of a quarter of one percentage point and a
               maximum of one percentage point, as decided by the Managing Board
               and approved by the Supervisory Board, depending on the market
               situation prevailing at the time.
     b.   3.   The calculation of the dividend percentage for each series of
               preference shares issued, either in whole or in part, after
               September fifteenth, nineteen hundred and ninety-three, shall
               take place by taking the arithmetic mean of the effective yield
               of the government bond loans as described hereinafter, as drawn
               up by the Netherlands Central Bureau of Statistics and published
               in the Official Price List, for the last twenty trading days
               preceding the day of the first issue of preference shares of the
               said series, where appropriate increased of reduced by a
               surcharge or reduction, as determined by the Managing Board and
               approved by the Supervisory Board, of at most one percentage
               point, depending on the market situation prevailing at the time.
               The government bond loans as referred to in this paragraph shall
               be taken to mean the government bond loans with a term, remaining
               or otherwise, of nine to ten years. In the event that the


<PAGE>


               effective yield of these government bond loans at the time of the
               calculation of the dividend percentage is not currently being
               drawn up by the Netherlands Central Bureau of Statistics or
               published in the Official Price List, the government bond loans
               referred to in this paragraph shall be taken to mean the
               government bond loans with a term, remaining or otherwise,
               matching as closely as possible a term, remaining or otherwise,
               of nine to ten years of which the effective yield at the time of
               the calculation of the dividend percentage is currently being
               drawn up by the Netherlands Central Bureau of Statistics and
               published in the manner as referred to in the foregoing, but with
               a maximum term, remaining or otherwise, of ten years.
               On the first of January of the year following the year in which
               ten years will have elapsed following the date of first issue of
               a series of preference shares as referred to in this paragraph,
               and every ten years thereafter, the dividend percentage for the
               said series of preference shares shall be adjusted to the
               effective yield of the government bond loans as referred to
               earlier in this paragraph prevailing at that time, but on the
               understanding that the said arithmetic mean shall be calculated
               over the last twenty trading days preceding the day on which the
               dividend percentage is to be adjusted and may be increased or
               reduced by a surcharge or reduction as determined by the Managing
               Board and approved by the Supervisory Board, as described above.
     b.   4.   The calculation of the dividend percentage for each series of
               convertible shares shall take place by dividing the maximum
               dividend amount paid in cash for an ordinary share in the
               Company's capital for the financial year preceding the day of the
               first issue of convertible shares of the said series by the
               arithmetic mean of the share prices, to be described hereinafter,
               of the ordinary shares in the Company's capital for the last
               twenty trading days preceding the day of the first issue of
               convertible shares of said series, following which the outcome of
               this division shall be multiplied by one hundred. Where
               appropriate, the percentage thus arrived at may be increased by a
               surcharge, as determined by the Managing Board, of at most two
               percentage points, depending on the market situation prevailing
               at the time. "Share prices" of the ordinary shares in the
               Company's capital shall be taken to mean the closing prices as
               published in the Official Price List during the aforementioned
               trading days, on the understanding that if during the said
               trading days the share price of the ordinary shares is arrived at
               ex-dividend due to a dividend having been made payable on the
               ordinary shares and made available, either entirely in cash or,
               at the discretion of the shareholder, wholly or partly in cash or
               in the form of shares, the said closing prices relating to the
               trading days on which the share price of the ordinary shares is
               arrived at ex-dividend will be increased by an amount equal to
               the maximum amount of the said dividend made payable in cash on
               an ordinary share.


<PAGE>


               On the first of January of the year following the year of expiry
               of the term within which the convertible shares forming part of
               one of the aforementioned series of convertible shares can be
               converted into ordinary shares, and every ten years thereafter,
               the dividend percentage for the said series of convertible shares
               shall be adjusted in the manner as described under b.3 above with
               respect to the adjustment of the dividend percentage for the
               series of preference shares referred to under b.3.
     b.   5.   The "day of the first issue" as referred to in this paragraph
               shall be taken to mean the day on which the dividend percentage
               is announced for the series of preference shares or convertible
               shares to be issued, respectively.
     b.   6.   No profit distribution in addition to that as referred to in the
               foregoing shall be made to holders of preference shares or
               holders of convertible shares.
     c.   Subsequently, such reserves shall be formed and charged against the
          profit as determined by the Managing Board and approved by the
          Supervisory Board.
     d.   The remaining amount shall then be distributed in the form of dividend
          on the ordinary shares.
3.   Subject to the approval of the Supervisory Board, the Managing Board may
     make the dividend or interim dividend on the ordinary shares payable, at
     the discretion of the holders, either in cash or, provided it is authorised
     to issue shares, partly or wholly in the form of ordinary shares or
     preference shares in the Company's capital or in a combination thereof,
     such combination to be determined by the Managing Board.
4.   Subject to the approval of the Supervisory Board, the Managing Board shall
     be authorised, in so far as such is permitted by the profit as evidenced by
     an interim balance sheet drawn up with due observance of the provisions of
     Section 105, Subsection 4 of Book 2 of the Netherlands Civil Code, to make
     payable an interim dividend on the ordinary shares once or more frequently
     in the course of any financial year and prior to the approval of the Annual
     Accounts by the General Meeting of Shareholders.
5.   Subject to the approval of the Supervisory Board, the Managing Board may
     decide on a distribution charged against reserves in cash or, if the Board
     is authorised to issue shares, in the form of shares.

AMENDMENT OF THE ARTICLES OF ASSOCIATION AND DISSOLUTION
ARTICLE 39

1.   Any resolutions to amend the Articles of Association or dissolve the
     Company may only be passed by the General Meeting of Shareholders following
     a proposal by the Managing Board which has been approved by the Supervisory
     Board, and following the approval of the Priority.
2.   A copy of the proposal containing the literal text of the proposed
     amendments shall be made available for inspection by the holders of shares
     and depositary receipts for shares at the offices of the Company and at the
     offices stated in the convocation to the meeting, from the day of
     convocation to the end of the said Meeting. Each holder of shares or
     depositary receipts for shares may obtain a full copy of the said proposal
     free of charge.


<PAGE>


LIQUIDATION
ARTICLE 40

1.   In the event that the Company is wound up, liquidation shall be effected
     with due observance of the statutory provisions.
2.   Where possible, the Articles of Association shall remain in force during
     the liquidation proceedings.
3.   The remainder of the Company's property after settlement of all debts shall
     be distributed as follows:
     a.   to the holder of the priority share: the nominal amount of the
          priority share;
     b.   subsequently, to the holders of preference shares and convertible
          shares: the dividend percentage applying to the series of preference
          shares or convertible shares of which they are holders, to be
          calculated on the basis of the nominal amount of the preference shares
          or the amount paid in on the convertible shares, respectively, from
          the most recentfull financial year until the date of payment, and
          subsequently the nominal amount of the preference shares or the amount
          paid in on the convertible shares, respectively;
     c.   finally, to the holders of ordinary shares: the remainder, in
          proportion to their shareholding.
4.   Following completion of the liquidation, the books and documents of the
     Company shall continue to reside, for the periods as prescribed by law,
     with the party appointed for that purpose by the General Meeting of
     Shareholders.


<PAGE>


                                                                     Exhibit 4.2















                          ABN AMRO WCS HOLDING COMPANY

                               401(k) SAVINGS PLAN

                         -------------------------------

                         Effective as of January 1, 2002

                         -------------------------------


<PAGE>



                          ABN AMRO WCS HOLDING COMPANY

                               401(k) SAVINGS PLAN

                         -------------------------------

                         Effective as of January 1, 2002

                         -------------------------------


                                Table of Contents
                                                                            Page
                                                                            ----

ARTICLE 1  TITLE AND PURPOSE.................................................1
         1.1   Title.........................................................1
         1.2   Purpose; Exclusive Benefit....................................1

ARTICLE 2  DEFINITIONS.......................................................2
         2.1   "Account".....................................................2
         2.2   "Administrator"...............................................2
         2.3   "Affiliated Companies"........................................2
         2.4   "Annual Addition".              ..............................2
         2.5   "Application".................................................2
         2.6   "Average Contribution Percentage".............................2
         2.7   "Average Deferral Percentage".................................2
         2.8   "Beneficiary".................................................3
         2.9   "Claimant"....................................................3
         2.10  "Code"........................................................3
         2.11  "Company".....................................................3
         2.12  "Company Contributions Account"...............................3
         2.13  "Compensation"................................................3
         2.14  "Deferral Contribution".......................................4
         2.15  "Deferral Contributions Account"..............................4
         2.16  "Eligible Distribution".......................................4
         2.17  "Eligible Plan"...............................................4
         2.18  "Eligible Recipient"..........................................4
         2.19  "Employee"....................................................4
         2.20  "Employment Commencement Date"................................4
         2.21  "Entry Date"..................................................4
         2.22  "ERISA".......................................................4
         2.23  "Excess Aggregate Contributions"..............................4
         2.24  "Excess Contributions"........................................4
         2.25  "Excess Deferral Amount"......................................4
         2.26  "Fiscal Year".................................................5
         2.27  "Highly Compensated Employee".................................5
         2.28  "Hour of Service".............................................5


<PAGE>


         2.29  "ING Plan"....................................................7
         2.30  "Leased Employee".............................................7
         2.31  "Leave of Absence"............................................7
         2.32  "Non-Highly Compensated Employee".............................7
         2.33  "One-Year Break in Service"...................................8
         2.34  "Participant".................................................8
         2.35  "Plan"........................................................8
         2.36  "Plan Year"...................................................8
         2.37  "Qualified Domestic Relations Order"..........................8
         2.38  "Retirement"..................................................8
         2.39  "Rollover Account"............................................8
         2.40  "Rollover Contribution".......................................8
         2.41  "Securities Plan Benefits Account"............................8
         2.42  "Severance Date"..............................................9
         2.43  "Special Contribution"........................................9
         2.44  "Tax-Qualified Retirement Plan"...............................9
         2.45  "Transfer Contribution".......................................9
         2.46  "Trust Agreement".............................................9
         2.47  "Trust" and "Trust Fund"......................................9
         2.48  "Trustee".....................................................9
         2.49  "Valuation Date"..............................................9
         2.50  "Year of Service".............................................9

ARTICLE 3  ELIGIBILITY TO PARTICIPATE........................................9
         3.1   Initial Eligibility...........................................9
         3.2   Eligibility Following Interruption of Service................10
         3.3   Determination and Notice of Eligibility by Administrator.....11
         3.4   Eligibility Classification...................................11
         3.5   Determination of Eligibility by Plan Administrator...........12
         3.6   Exclusion of Certain Individuals.............................12
         3.7   Application of USERRA........................................12
         3.8   Erroneous Inclusion of Ineligible Employee...................12
         3.9   Erroneous Exclusion of Eligible Employee.....................12

ARTICLE 4  DEFERRAL CONTRIBUTIONS...........................................13
         4.1   Participants' Deferral Contributions.........................13
         4.2   Time and Manner of Deferral Contributions....................13
         4.3   Nondiscrimination Requirements for Deferral Contributions....14
         4.4   Rollover Contributions.......................................15
         4.5   Transfers Between Qualified Plans............................16


<PAGE>


ARTICLE 5  CONTRIBUTIONS....................................................16
         5.1   Company's Annual Contribution................................16
         5.2   Company Contributions........................................17
         5.3   Payment of Company's Contribution............................17
         5.4   Schedule.....................................................18
         5.5   Correction of Errors.........................................18
         5.6   No Obligation of Trustee and Administrator...................18

ARTICLE 6  ALLOCATION OF CONTRIBUTIONS AND TRUST EARNINGS...................18
         6.1   Accounts of Participants.....................................18
         6.2   Allocation of Company Contributions..........................18
         6.3   Nondiscrimination Requirements for Company Contributions.....19
         6.4   Limitation on Participant Allocations........................20
         6.5   Net Value of the Trust.......................................22
         6.6   Adjustment of Accounts.......................................22
         6.7   Limitation of Participant's Rights...........................23
         6.8   Forfeiture Accounts..........................................23

ARTICLE 7  RETIREMENT BENEFITS..............................................23
         7.1   Normal Retirement............................................23
         7.2   Late Retirement..............................................23
         7.3   Early Retirement.............................................23
         7.4   Disability Retirement........................................23
         7.5   Retirement Benefits..........................................24

ARTICLE 8  DEATH BENEFITS...................................................24
         8.1   Death of a Participant.......................................24
         8.2   Designation of Beneficiary...................................24
         8.3   Distribution in Case No Beneficiary Designated or Surviving..24
         8.4   Death of a Beneficiary.......................................25

ARTICLE 9  SEVERANCE BENEFITS...............................................25
         9.1   Severance Benefit............................................25
         9.2   Vested Balance...............................................25
         9.3   Years of Service.............................................26
         9.4   Disposition of Forfeitures...................................26
         9.5   Severance Benefits in Certain Cases..........................27

ARTICLE 10  DISTRIBUTION OF BENEFITS........................................28
         10.1  Time and Manner of Distribution of Benefits..................28
         10.2  Required Distributions of Benefits...........................31
         10.3  Elective Distribution after Attainment of Age 59-1/2.........35
         10.4  Notice of Death, Retirement or Termination of Service........35


<PAGE>


         10.5  Direct Rollover Distributions................................35
         10.6  Distribution under Qualified Domestic Relations Order........35
         10.7  Hardship Distributions.......................................36
         10.8  Distribution of Excess Deferrals.............................37
         10.9  Distribution of Excess Contributions.........................38
         10.10 Distribution of Excess Aggregate Contributions...............39
         10.11 Withdrawals from Rollover Accounts...........................39
         10.12 Distributions upon Plan Termination..........................39
         10.13 Cessation of Interest........................................39
         10.14 Missing Persons..............................................39
         10.15 Mailing of Benefits..........................................40
         10.16 Minors and Incompetents......................................40
         10.17 Withdrawals by Certain Former Participants...................40


ARTICLE 11  ADMINISTRATION OF THE PLAN......................................40
         11.1  Appointment of Administrator.................................40

ARTICLE 12  TRUSTEE.........................................................41
         12.1  Trust Agreement..............................................41
         12.2  Investment of Trust Fund.....................................41
         12.3  Trustee's Accounts...........................................48
         12.4  Trustee's Records............................................48
         12.5  Trustee's Liability..........................................48
         12.6  Trustee's Compensation and Expenses..........................48

ARTICLE 13  AMENDMENT AND TERMINATION.......................................48
         13.1  Right to Amend or Terminate..................................48
         13.2  Permanence of Plan...........................................49
         13.3  Termination of Plan or Plan and Trust........................49
         13.4  Vesting on Termination or Partial Termination of Plan or
                  Discontinuance of Contributions...........................49
         13.5  Successor to Business of Company.............................49
         13.6  Liquidation of Trust.........................................49
         13.7  Merger or Consolidation of Plan..............................50

ARTICLE 14  SPENDTHRIFT PROVISION; LOANS....................................50
         14.1  Alienation Prohibited........................................50
         14.2  Loans to Participants........................................51


<PAGE>


ARTICLE 15  SPECIAL TAX QUALIFICATION PROVISIONS............................52
         15.1  Affiliated Companies.........................................52
         15.2  Top-Heavy Plan Requirements..................................53

ARTICLE 16  MISCELLANEOUS...................................................55
         16.1  Rights of Employees..........................................55
         16.2  Obligation of the Company....................................55
         16.3  Action by the Company........................................55
         16.4  Construction.................................................55
         16.5  Liability of Company.........................................55
         16.6  Titles.......................................................55
         16.7  Counterparts.................................................56
         16.8  Expenses.....................................................56

ARTICLE 17  EFFECTIVE DATES.................................................56

Schedule A
Schedule B
Schedule C
Schedule D



<PAGE>

                          ABN AMRO WCS HOLDING COMPANY

                               401(k) SAVINGS PLAN

                         -------------------------------

                         Effective as of January 1, 2002

                         -------------------------------



                                   ARTICLE 1

                                TITLE AND PURPOSE

     1.1 Title. The Plan shall be known as the ABN AMRO WCS Holding Company
401(k) Savings Plan.

     1.2 Purpose; Exclusive Benefit. ING [U.S.] Financial Holdings Corporation
adopted the ABN AMRO Securities LLC 401(k) Savings Plan (the "LLC Plan"),
effective as of April 16, 2001, to provide benefits for eligible employees of
ING [U.S.] Financial Holdings Corporation or an applicable affiliate thereof
("ING"). ABN AMRO Securities LLC ("LLC") subsequently assumed the sponsorship of
the LLC Plan to provide benefits to certain individuals who (a) were
participants, as of April 15, 2001, in the ING [U.S.] Financial Holdings
Corporation 401(k) Savings Plan (the "ING Plan"), and (b) who ceased to be
employed by ING and thereafter were entered on the employee payroll of LLC upon
the closing of the transactions contemplated by that certain Membership Interest
and Asset Purchase Agreement, dated as of January 29, 2001 and as amended and
restated as of April 20, 2001, by and among ABN AMRO Incorporated, ING [U.S.]
Financial Holdings Corporation and ING Merger LLC (the "Closing"). Individuals
who were entered on the employee payroll of LLC after the Closing, who met the
eligibility requirements of the LLC Plan, also became LLC Plan participants
according to the terms of the LLC Plan.

     LLC, ABN AMRO WCS Holding Company and various other affiliates of ABN AMRO
Bank N.V. have been designated as part of the Wholesale Client Services line of
U.S. businesses (collectively, "WCS Employers"). A realignment of the employee
benefits for eligible employees of WCS Employers is being implemented effective
January 1, 2002.

     In connection with such benefits realignment, the LLC Plan is hereby
amended and restated herein, to provide for such plan to be a plan for all of


<PAGE>


the eligible employees of the WCS Employers, and its name is hereby changed to
the "ABN AMRO WCS Holding Company 401(k) Savings Plan," each effective as of
January 1, 2002. Notwithstanding any other provision of the Plan, any applicable
right and/or obligation of any individual which arose before the effective date
of the Plan as amended and restated shall be determined in accordance with the
provisions of the LLC Plan or other plan, as applicable, as in effect at the
time at which such right and/or obligation arose.

     The Plan is maintained for the purpose of enabling Employees of a Company
who qualify as Participants to share in the profits of the Company and to save
and invest in accordance with the terms of the Plan. The Plan is intended to
qualify as a profit sharing plan under Section 401(a) of the Code and to
constitute a qualified cash or deferred arrangement under Section 401(k) of the
Code. The principal and income of the Plan shall never be paid or revert to the
Company, or be used for any purpose whatsoever other than the exclusive purpose
of providing benefits to the Participants or their Beneficiaries and defraying
the reasonable expenses of administering the Plan, except that (a) amounts
described in Section 6.4(i) may be returned to the Company upon termination of
the Plan; (b) contributions made by mistake of fact may, if the Company so
elects, be returned to the Company within one (1) year of the date of payment;
and (c) contributions of the Company, all of which are hereby conditioned on
their deductibility under the Code, may, if and to the extent that a deduction
therefor is disallowed, and if the Company so elects, be returned to the Company
within one year of the disallowance of the deduction. Earnings attributable to
contributions returnable to the Company under the foregoing sentence shall not
be returned to the Company, but any losses attributable to those contributions
shall reduce the amount returned to the Company.


                                    ARTICLE 2

                                   DEFINITIONS

     2.1 "Account" means any or all of the accounts maintained on the books
of the Plan for a Participant's benefit pursuant to any provision of the
Plan.

     2.2 "Administrator" has the meaning set forth in Section 11.1.

     2.3 "Affiliated Companies" means each Company and all corporations,
partnerships, trades or businesses (whether or not incorporated) described in
and subject to the terms of Section 15.1. "Affiliated Company" shall mean a
Company or an Affiliated Company, as the context requires.

     2.4 "Annual Addition" means the sum of the contributions of the Company
(including Deferral Contributions) allocated to a Participant's Account for the
Plan Year.

     2.5 "Application" has the meaning set forth in Section 4.2.

     2.6 "Average Contribution Percentage" has the meaning set forth in Section
6.3.

     2.7 "Average Deferral Percentage" has the meaning set forth in Section 4.3.


                                     - 2 -
<PAGE>


     2.8 "Beneficiary" means the person, persons or entity designated by a
Participant pursuant to Section 8.2 (or if no such person or entity is
designated or survives, the person or persons specified in Section 8.3) to
receive the benefits distributable under the Plan on account of the
Participant's death.

     2.9 "Claimant" has the meaning set forth in paragraph (18) of Schedule C,
attached hereto.

     2.10 "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or other statute of similar import.

     2.11 "Company" means ABN AMRO WCS Holding Company or any successor to
substantially all of the business thereof, as applicable ("WCS"). The term
"Company," as used throughout this Plan document, shall refer as well to the
appropriate Participating Employer (and, if applicable, to the successor(s) of
such entity). Notwithstanding the immediately-preceding sentence, however, for
purposes of Articles 11 and 12, Section 13.1 and Schedule C, "Company" shall
refer only to WCS. For purposes of this Plan, "Participating Employers" are WCS
and each other entity designated, from time to time, as a Participating Employer
by the applicable governing body of WCS (or the authorized delegate of such
governing body). Each Participating Employer hereunder shall be an Affiliated
Company, but not all Affiliated Companies shall be Participating Employers
hereunder.

     2.12 "Company Contributions Account" means an account maintained on the
books of the Plan for the purpose of recording allocations to a Participant of
contributions made to the Plan by the Company pursuant to Section 5.1, and any
income, expenses, gains and losses attributable thereto and any withdrawals or
distributions therefrom.

     2.13 "Compensation" means amounts paid within a Plan Year to a Participant
by the Company for services rendered consisting of his basic salary, wages,
overtime, cash bonuses, pre-tax deferrals, commissions, and other cash
compensation, but excluding all other types of compensation such as, without
limitation, severance pay and any other irregular payments or fringe benefits;
provided, however, that for all purposes and provisions of the Plan other than
Section 6.4, the Deferral Contributions made on behalf of a Participant pursuant
to Article 4, any pre-tax contributions made by an Employee pursuant to a
program described in Section 132(f) of the Code, and any pre-tax contributions
made by an Employee pursuant to a plan described in Section 125 of the Code,
shall be considered part of his Compensation. Notwithstanding the preceding
sentence, for purposes of Sections 4.3 and 6.3 of the Plan, "Compensation" means
(a) total compensation paid within a Plan Year to a Participant, as defined in
Section 415(c)(3) of the Code, and with the inclusion of amounts not includible
in income under Sections 125 or 402(e)(3) of the Code, and (b) with respect to
the year in which a Participant becomes eligible to participate or ceases to be
eligible to participate in the Plan, the compensation for the months in such
year during which such Participant was eligible to participate. The Compensation
of each Employee taken into account under the Plan for any Plan Year beginning
on or after January 1, 2002 shall not exceed $200,000, or such other amount as
may apply under Section 401(a)(17) of the Code, in each case as adjusted by the
Secretary of the Treasury pursuant to Section 415(d) of the Code.


                                     - 3 -
<PAGE>


     2.14 "Deferral Contribution" means an amount contributed to the Plan
pursuant to Article 4.

     2.15 "Deferral Contributions Account" means an account maintained on the
books of the Plan for the purpose of recording contributions made to the Plan by
the Company pursuant to a Participant's election in accordance with Article 4,
and any income, expenses, gains or losses attributable thereto and any
withdrawals or distributions therefrom.

     2.16 "Eligible Distribution" has the meaning set forth in Section 10.5.

     2.17 "Eligible Plan" has the meaning set forth in Section 10.5.

     2.18 "Eligible Recipient" has the meaning set forth in Section 10.5.

     2.19 "Employee" means each individual who is entered on the employee
payroll of WCS. "Part-Time Employee" shall mean an Employee who is employed by
an Affiliated Company on the basis that he will regularly work not more than
twenty-one (21) hours per week. "Full-Time Employee" shall mean an Employee who
is employed by an Affiliated Company on the basis that he will regularly work
more than twenty-one (21) hours per week. An individual initially hired as a
Full-Time Employee shall not thereafter be treated as a Part-Time Employee,
unless he shall be rehired as a Part-Time Employee following a termination of
employment or a Leave of Absence.

     2.20 "Employment Commencement Date" means the date on which an Employee or
a Leased Employee first renders an Hour of Service to an Affiliated Company. In
the case of an Employee who returns to employment with the Affiliated Companies
after a One-Year Break in Service, Employment Commencement Date shall mean the
date on which the Employee renders an Hour of Service after such One-Year Break
in Service. In the case of an Employee of any corporation, partnership, trade or
business that becomes an Affiliated Company (or is merged into or otherwise
becomes part of an Affiliated Company) in accordance with Section 15.1, such
Employee's Employment Commencement Date for purposes of the Plan shall be
established by the Company, but in the absence of any affirmative action to
establish an earlier date, the Employment Commencement Date of each such
Employee shall be the date on which his employer became an Affiliated Company.

     2.21 "Entry Date" means the first day of each month. However, solely for
purposes of the Plan's applicable recordkeeping system, "Entry Date" shall mean
the first business day of each month.

     2.22 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or other statute of similar import.

     2.23 "Excess Aggregate Contributions" has the meaning set forth in Section
10.10.

     2.24 "Excess Contributions" has the meaning set forth in Section 10.9.

     2.25 "Excess Deferral Amount" has the meaning set forth in Section 10.8.


                                     - 4 -
<PAGE>


     2.26 "Fiscal Year" means the regular annual accounting period of the
Company for federal income tax purposes, which at the time of the adoption of
this restatement coincides with the calendar year.

     2.27 "Highly Compensated Employee" means an employee of an Affiliated
Company who:

          (a) Was at any time a 5-percent owner, within the meaning of Section
     416(i)(1) of the Code, of an Affiliated Company during the Plan Year in
     question or the immediately preceding Plan Year; or

          (b) Had Compensation during the Plan Year immediately preceding the
     Plan Year in question in excess of $80,000 (as adjusted pursuant to Section
     414(q)(1) of the Code), and, if an election as provided for in Section
     414(q)(1)(B)(ii) of the Code is in effect, was a member of the top-paid
     group of employees, within the meaning of Section 414(q)(3) of the Code,
     determined by excluding the following Employees for such year:

               (i)   Employees who have not completed six months of service;

               (ii)  Employees who normally work less than seventeen and one-
          half hours per week;

               (iii) Employees who normally work during not more than six months
          during any year;

               (iv)  Employees who have not attained age 21; and

               (v)   Employees who are included in a unit of employees covered
          by a collective bargaining agreement.

     2.28 "Hour of Service" means the following:

          (a) Each hour for which an Employee is paid, or entitled to payment,
     for the performance of duties for an Affiliated Company. These hours shall
     be credited to the Employee for the computation period or periods in which
     the duties were performed; provided, however, that in the event a single
     payroll period covers more than one computation period, hours shall be
     credited to the Employee for the computation period in which the payroll
     period ends.

          (b) Each hour for which an Employee is paid, or entitled to payment,
     by an Affiliated Company on account of a period of time during which no
     duties are performed (irrespective of whether the employment relationship
     has terminated) due to vacation, holiday, illness, incapacity (including
     disability), jury duty, military duty, severance (for purposes of
     determining an Employee's Years of Service only, and only to the extent
     provided pursuant to a written severance agreement) or leave of absence;
     provided, however, that:


                                     - 5 -
<PAGE>


               (i)   no more than 501 Hours of Service shall be credited under
          this paragraph (b) to an Employee on account of any single continuous
          period during which the Employee performs no services (whether or not
          such period occurs in a single Plan Year or other computation period);

               (ii)  an hour for which an Employee is paid, or entitled to
          payment, by an Affiliated Company on account of a period during which
          no duties are performed shall not 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 shall not be credited for a payment which
          solely reimburses an Employee for medical or medically related
          expenses incurred by the Employee.

          (c) Each hour for which back pay, irrespective of mitigation of
     damages, is either awarded or agreed to by an Affiliated Company; provided,
     however, that the same Hours of Service shall not be credited under both
     paragraph (a) above and this paragraph (c); and provided, further, that no
     more than 501 Hours of Service shall be credited under this paragraph (c)
     with respect to payments of back pay, to the extent that such back pay is
     agreed to or awarded for a period of time described in paragraph (b) above,
     during which the Employee did not or would not have performed any duties.
     These hours shall be credited to the Employee for the computation period or
     periods to which the award or payment pertains, rather than the computation
     period in which the award, agreement or payment is made.

     Hours of Service for nonperformance of duties shall be credited in
accordance with Department of Labor Regulations Section 2530.200b-2(b). Hours of
Service shall be credited to the applicable computation period in accordance
with Department of Labor Regulations Section 2530.200b-2(c).

     Solely for the purpose of determining whether an Employee has incurred a
One-Year Break in Service, an Employee who is absent from work on account of
pregnancy or of the birth or adoption of a child, or for purposes of caring for
a newborn or newly adopted child, shall be credited during such absence with the
number of Hours of Service which would normally have been credited to him but
for such absence (or, if the number just described cannot be determined, with
eight Hours of Service per day of such absence); provided, however, that no more
than 501 Hours of Service shall be credited with respect to any such pregnancy,
birth or adoption; and provided, further, that the Employee must furnish such
information as the Administrator shall reasonably require to establish the
reason for the absence and number of days for which it counted. Hours of Service
credited in accordance with the preceding sentence shall be credited for the
computation period in which the absence begins, if necessary to prevent a
One-Year Break in Service in that period, or if not, in the computation period
next following that in which the absence begins.


                                     - 6 -
<PAGE>


     A Leased Employee shall be credited with Hours of Service in the same
manner as an Employee, treating payment or entitlement to payment on account of
services performed for an Affiliated Company as though the payment were made or
to be made by the Affiliated Company.

     2.29 "ING Plan" means the ING [U.S.] Financial Holdings Corporation 401(k)
Savings Plan.

     2.30 "Leased Employee" means any person, other than an Employee, who has
performed services for an Affiliated Company (or for the recipient and related
persons determined in accordance with Section 414(n) of the Code), on a
substantially full-time basis for a period of at least one year, under the
primary direction or control of the Affiliated Company. A Leased Employee shall
not be eligible to participate in the Plan, but a Leased Employee who becomes an
Employee shall receive credit for purposes of Articles 3 and 9, respectively,
for the Hours of Service and for the Years of Service credited to him while he
was a Leased Employee, and for the period of one year immediately before he
became a Leased Employee.

     2.31 "Leave of Absence" means any extended unpaid absence from employment
which is authorized in writing by an Affiliated Company on a uniform and
nondiscriminatory basis. Leave of Absence may be authorized for reasons of
illness, injury, temporary reduction in work force, training, education or other
reasons in the discretion of an Affiliated Company. Leave of Absence shall be
authorized for any period of military service in the Armed Forces of the United
States during which the Employee's re-employment rights are protected by law. If
an Employee leaves employment pursuant to a Leave of Absence and fails (for any
reason other than his death or Retirement) to return to employment with the
Company at its expiration, he shall be deemed to have quit as of the
commencement of the Leave of Absence, unless he has again become an Employee by
the first anniversary of that date. A Full-Time Employee shall be considered to
have continued employment with the Affiliated Companies during a Leave of
Absence. During a Leave of Absence a Part-Time Employee shall, for purposes of
this Plan, be credited with Hours of Service at the rate of the number of hours
per day that active Employees in his job classification were scheduled to work
during such Leave of Absence.

     For purposes of determining whether an Employee has incurred a One-Year
Break in Service or has earned a Year of Service for vesting purposes, an
Employee on Leave of Absence shall be credited during such absence with the
number of Hours of Service that would normally have been credited to him but for
such absence (or, if the number just described cannot be determined, with eight
Hours of Service per day of such absence); provided, however, that no more than
501 Hours of Service shall be credited with respect to any Leave of Absence.
Hours of Service credited in accordance with the preceding sentence shall first
be credited for the Plan Year in which the absence begins, as necessary, and any
remaining Hours of Service shall be credited in the Plan Year next following
that in which the absence begins.

     2.32 "Non-Highly Compensated Employee" means an Employee who is not a
Highly Compensated Employee.


                                     - 7 -
<PAGE>


     2.33 "One-Year Break in Service" means a Plan Year during which an Employee
is not credited with more than 500 Hours of Service.

     2.34 "Participant" means an Employee who (a) began participating in the
Plan in accordance with Article 3 and has not, for any reason, ceased such
participation, or (b) has an Account in the Trust Fund resulting from his past
participation in this Plan or another plan. "Former Participant" means a person
who had been a Participant, but has ceased to be a Participant for any reason,
for whom there remains an amount in the Trust Fund which is allocable to his
Account. Notwithstanding any other provision of the Plan, a person (i) on the
payroll of an entity that is not WCS, or (ii) otherwise treated as an employee
of an entity that is not a Participating Employer, shall not be eligible to
participate in the Plan, regardless of any subsequent inconsistent determination
regarding such person's payroll or employment status.

     2.35 "Plan" means the ABN AMRO WCS Holding Company 401(k) Savings Plan as
set forth herein, with any and all supplements and amendments hereto which may
be in effect. "Group Plan" means the ABN AMRO Group Profit Sharing and Savings
Plan and Trust as in effect: (a) on December 31, 2001, with respect to (i) a
Group Plan Account transferred to, or (ii) an Account transferred from, the
Trust Fund in the initial transfer of Group Plan Accounts or Accounts effective
as of December 31, 2001 or as soon as practicable thereafter; or (b) on such
applicable date after December 31, 2001, with respect to (i) the transfer to the
Trust Fund of a Group Plan Account, or (ii) the transfer from the Trust Fund of
an Account, subsequent to the initial transfer of Group Plan Accounts or
Accounts. "LLC Plan" means the ABN AMRO Securities LLC 401(k) Savings Plan.

     2.36 "Plan Year" means the calendar year.

     2.37 "Qualified Domestic Relations Order" means a judgment, decree or order
that (a) relates to the provision of child support, alimony, or marital property
rights to a spouse, former spouse, child or other dependent of a Participant,
(b) is made pursuant to the domestic relations law (including community property
law of any state), and (c) is determined by the Administrator to constitute a
"qualified domestic relations order" within the meaning of Section 414(p) of the
Code.

     2.38 "Retirement" means Normal, Late, Early or Disability Retirement, as
provided in Article 7.

     2.39 "Rollover Account" means an account maintained on the books of the
Plan for the purpose of recording the Rollover Contributions, if any, made by or
on behalf of a Participant pursuant to Section 4.4, and any income, expenses,
gains or losses attributable thereto and any distributions therefrom.

     2.40 "Rollover Contribution" means a contribution made in accordance with
Section 4.4.

     2.41 "Securities Plan Benefits Account" means an account maintained on the
books of the Plan for the purpose of recording the benefits of Participants who
participated in the ING [U.S.] Securities, Futures & Options, Inc. Profit
Sharing 401(k) Plan as of December 31, 1996, and any earnings attributable to
such benefits earned on or after January 1, 1997.


                                     - 8 -
<PAGE>


     2.42 "Severance Date" means the earlier of (a) the date on which an
Employee separates from service with an Affiliated Company because of
Retirement, death, quit or discharge, or (b) the first anniversary of the date
on which an Employee begins a period of absence from active employment with an
Affiliated Company, with or without pay, for any reason other than Retirement,
death, quit or discharge.

     2.43 "Special Contribution" has the meaning set forth in Section 4.3.

     2.44 "Tax-Qualified Retirement Plan" means a retirement plan that meets the
requirements of Section 401(a) of the Code.

     2.45 "Transfer Contribution" means a contribution made in accordance with
Section 4.5.

     2.46 "Trust Agreement" means the Trust Agreement between the Company and
the Trustee, as amended from time to time, which has been established for the
purpose of funding benefits under the Plan, or any successor Trust Agreement or
Agreements.

     2.47 "Trust" and "Trust Fund" means the fund established pursuant to the
Trust Agreement.

     2.48 "Trustee" means the trustee acting as such, pursuant to the Trust
Agreement, or any successor or successors.

     2.49 "Valuation Date" means each day that the New York Stock Exchange is
open for business, or such other date or dates as the Administrator may
designate. Valuation Dates shall occur no less frequently than once in every
twelve months.

     2.50 "Year of Service" has the meaning set forth in Section 9.3.


                                    ARTICLE 3

                           ELIGIBILITY TO PARTICIPATE

     3.1 Initial Eligibility. Each Employee employed by a Participating Employer
as of January 1, 2002 who: (a) participated in the LLC Plan as of December 31,
2001, (b) was entered on the employee payroll of LLC as of December 31, 2001 and
(c) was employed, as of December 31, 2001, by an employer who sponsors the LLC
Plan, shall commence participation in this Plan as of January 1, 2002. Each
Employee employed by a Participating Employer as of January 1, 2002 who: (a)
participated in the Group Plan as of December 31, 2001 and (b) was employed, as
of December 31, 2001, by an employer who then sponsored the Group Plan, shall
commence participation in this Plan as of January 1, 2002. Each Employee
employed by a Participating Employer as of a date after December 31, 2001 who,
on the day immediately prior to such date, was both employed by an employer who
then sponsored the Group Plan and participated in the Group Plan, shall commence
participation in this Plan as of the first day of the first


                                     - 9 -
<PAGE>


payroll period following the day on which such individual became an Employee
employed by a Participating Employer.

     Each other Employee who is a Full-Time Employee shall become a Participant
on the Entry Date coinciding with or next following the date which is six (6)
consecutive months following the Employee's Employment Commencement Date,
provided that such Full-Time Employee is still an Employee of a Participating
Employer on such Entry Date. If an Employee who becomes a Participant in
accordance with this paragraph declines to elect any Deferral Contributions
beginning as of the first date on which he becomes a Participant, such
Participant shall not be eligible to elect Deferral Contributions until the next
following Entry Date.

     Each other Employee who is a Part-Time Employee shall become a Participant
in the Plan on the Entry Date next following the date on which he has completed
a period of twelve (12) consecutive months since his Employment Commencement
Date, during which he was credited with at least 1,000 Hours of Service,
provided that such Part-Time Employee is still an Employee of a Participating
Employer on such Entry Date. The first such period considered shall commence on
his Employment Commencement Date; subsequent periods shall coincide with the
Plan Year, commencing with the Plan Year in which the first anniversary of his
Employment Commencement Date occurs.

     A Participant who is seconded by the Company to an Affiliated Company for a
temporary period shall remain a Participant during such period, and for all
purposes of this Plan his service for such Affiliated Company during such period
shall be treated as service for the Company.

     A person who is not a member of a group or class ineligible to participate
in the Plan, who becomes an Employee after previously having been either a
Temporary Employee or a person who would have been a Leased Employee but for
having performed services for less than one year, shall receive credit for
purposes of this Article 3 for all Hours of Service credited while in such prior
employment classification, pursuant to the provisions of the relevant plan from
which such person's account thereunder was transferred to a plan which was
merged into the ING Plan or the LLC Plan. For persons whose crediting of service
under this paragraph is required to be calculated according to the ING [U.S.]
Securities, Futures & Options, Inc. Profit Sharing 401(k) Plan, such crediting
shall be calculated in accordance with the provisions of Income Tax Regulations
Section 1.410(a)-7(f)(1)(ii).

     3.2 Eligibility Following Interruption of Service. An Employee who incurs
one or more One-Year Breaks in Service after having become a Participant shall
remain eligible to participate in the Plan, and may resume participation in the
Plan as of the date on which he first completes an Hour of Service following his
return to employment. An Employee who fulfills the relevant requirement of
Section 3.1 and incurs one or more consecutive One-Year Breaks in Service before
the occurrence of his Entry Date shall become eligible to participate in the
Plan as of the date on which he first completes an Hour of Service following his
return to employment. An Employee whose employment terminates before he has
fulfilled the relevant requirements of Section 3.1 shall be treated as a new
Employee upon his re-employment.


                                     - 10 -
<PAGE>


     3.3 Determination and Notice of Eligibility by Administrator. The
determination of an Employee's eligibility to participate in the Plan shall be
made from the records of the Company by the Administrator, who shall have full
and complete discretion, power and authority to interpret and apply the
eligibility provisions of the Plan. The Administrator shall inform each Employee
who satisfies the requirements of Section 3.1 or 3.2 of his eligibility to
participate in the Plan.

     3.4 Eligibility Classification. Notwithstanding the foregoing provisions of
this Article 3, an Employee shall not be eligible to participate in the Plan for
a Plan Year if such Employee is a member of a classification of Employees of the
Company which the Company has designated as not currently eligible to be
Participants. Subject to applicable law and regulations, the Company may at any
time and from time to time remove any one or more Employees or any group(s) or
class(es) of Employees from eligibility for participation in this Plan, provided
that in no event shall such removal reduce the amounts theretofore credited to
the Account of any Participant. The following are not eligible to participate in
the Plan:

     (1)  An Employee seconded to the Company by an Affiliated Company for a
          temporary period of service.

     (2)  A Leased Employee.

     (3)  An individual who was hired for a specified fixed time period and
          whose employment has not been changed to a permanent status (a
          "Temporary Employee").

     (4)  A member of a collective bargaining unit covered under a collective
          bargaining agreement, unless such agreement provides for coverage of
          such bargaining unit member in the Plan.

     (5)  An Employee whose most recent period of continuous, unbroken
          employment with the Company or with an Affiliated Company commenced at
          a location outside the United States and the U.S. Virgin Islands. In
          the event such Employee's period of continuous employment is broken
          and he is subsequently reemployed by the Company at a location inside
          the United States, he shall be treated as a new Employee for purposes
          of determining eligibility under this Plan. For purposes of the
          preceding sentences, an Employee's period of continuous employment
          shall not be broken by a "temporary" transfer of employment from the
          Company to an Affiliated Company, but shall be broken if such transfer
          is "permanent." The applicable governing body of the Company, based on
          the facts and circumstances of a transfer, shall have the right to
          designate any such transfer as temporary or permanent for purposes of
          the Plan and to change any such designation at any time or times,
          provided that such body acts in a uniform and nondiscriminatory
          manner. A transfer shall be deemed to be of a type which would enable
          the person to be eligible or continue to be eligible to participate in
          the Plan unless the applicable governing body designates otherwise.


                                     - 11 -
<PAGE>


     3.5 Determination of Eligibility by Plan Administrator. The determination
of an Employee's eligibility to participate in the Plan and to have a Company
Contribution allocated to his Account for the Plan Year shall be made from the
records of the Company by the Administrator, who shall have full discretionary
authority and power to interpret and apply the eligibility provisions of the
Plan and to make factual determinations necessary in connection therewith.

     3.6 Exclusion of Certain Individuals. Notwithstanding any other provision
of this Article 3 to the contrary, any individual classified by the Company as a
contractor and/or an independent contractor, including any Leased Employee,
shall be ineligible to participate in the Plan, even if such individual is (a)
subsequently determined, by judicial action or otherwise, to have instead been
an Employee of the Company, or (b) re-characterized as an employee for any
federal, state or local law purpose.

     3.7 Application of USERRA. Notwithstanding any provision of this Plan to
the contrary, contributions, benefits, and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Code. This provision shall be effective as of the effective date of the
Uniformed Services Employment and Reemployment Rights Act of 1994, as amended
from time to time, with respect to the Plan.

     3.8 Erroneous Inclusion of Ineligible Employee. If in any Plan Year any
person is erroneously included in the Plan as a Participant and discovery of the
incorrect inclusion is made after a contribution on behalf of the person has
been made to the Plan, the amount contributed, plus income or loss allocable
thereto, on behalf of the ineligible person shall constitute a forfeiture for
the period in which the discovery is made; provided, however, that any Deferral
Contributions shall be returned, together with the income or loss allocable
thereto, to the person who made the contribution.

     3.9 Erroneous Exclusion of Eligible Employee. If in any Plan Year an
eligible person is erroneously omitted from participation in the Plan, and if
the eligible person so directs, the person shall be permitted to make-up
Deferral Contributions that would have been made; provided, however, that no
Deferral Contributions will be permitted with respect to Compensation currently
available; and provided, further, that no Deferral Contributions shall exceed
the maximum amount that would have been made on behalf of the eligible person in
accordance with the limitations of Articles 4, 5, and 6 of the Plan. The Company
shall make a Company Contribution with respect to Deferral Contributions made in
accordance with this Section; provided, however, that the Company Contribution
shall not exceed the maximum amount of Company Contribution that would have been
made on behalf of the eligible person in accordance with the limitations of
Articles 5 and 6 of the Plan. The eligible person's Account shall be credited
with income on any Deferral Contribution, and Company Contribution allocated to
his Account, and such income may be derived from forfeitures available for
reallocation. In lieu of the above, the Company may, in its discretion and with
the consent of the Administrator, provide for make-up Deferral Contributions and
Company Contributions to the extent the eligible person would otherwise have
been eligible to make contributions and receive a Company Contribution pursuant
to the terms of the Plan, subject to the limitations of Articles 4, 5, and 6 of
the Plan.


                                     - 12 -
<PAGE>


     The amount necessary to satisfy the provisions of this Section 3.10, other
than Deferral Contributions, shall be derived from supplementary contributions
of the Company pursuant to the last sentence of Section 5.1, to the extent the
deficiency is not satisfied from forfeited amounts pursuant to the terms of
Section 6.8.



                                    ARTICLE 4

                             DEFERRAL CONTRIBUTIONS

     4.1 Participants' Deferral Contributions. Subject to Section 4.3, each
Employee who has become eligible to participate in the Plan in accordance with
Article 3 shall be entitled to elect that the Company contribute to the Plan as
a Deferral Contribution on his behalf any whole percentage from one percent to
15 percent of his Compensation. No Participant shall be entitled to elect to
have the Company make a Deferral Contribution for any Plan Year if the
contribution: (i) would cause the Annual Addition to his Account to exceed the
maximum specified in Section 6.4; or (ii) the contribution would cause the total
of the Participant's Deferral Contributions for any calendar year to exceed the
limit set forth in Section 402(g) of the Code. A Participant shall be 100
percent vested in his Deferral Contributions at all times.

     4.2 Time and Manner of Deferral Contributions. The time and manner of
Deferral Contributions on behalf of Participants shall be subject to the
following rules and conditions:

          (a) Each Participant shall provide, at such time and in such manner as
     the Administrator shall specify, an election indicating the percentage(s),
     if any, of his Compensation which shall be contributed to the Plan on his
     behalf as a Deferral Contribution (an "Application"). Applications for
     Employees who have not previously elected to have Deferral Contributions
     made on their behalf will be accepted by the Administrator as of such date
     or dates as the Administrator shall from time to time establish and
     announce in writing. A Participant's election to commence Deferral
     Contributions shall remain in effect until modified or suspended in
     accordance with paragraphs (d) and (e).

          (b) Deferral Contributions shall be made by payroll deductions in the
     percentages elected by each Participant in his Application, and in such
     other manner as the Administrator may permit in accordance with paragraph
     (c).

          (c) Subject to the provisions of this Section 4.2, the Administrator
     shall have the discretionary authority and power to establish uniform and
     nondiscriminatory rules and procedures, and from time to time to modify or
     change such rules and procedures, governing the manner and method by which
     Deferral Contributions shall be made to the Plan; provided, however, that
     in no event shall a Deferral Contribution be permitted with respect to
     Compensation currently available to a Participant.

          (d) Within the limits prescribed in this Article 4, a Participant may
     elect to change the percentage rate at which Deferral Contributions, if
     any, are made on his behalf, at such times and in such manner as the
     Administrator shall from time to time establish and announce in writing,
     but at least once each month.


                                     - 13 -
<PAGE>


          (e) A Participant may elect at any time to reduce or suspend
     completely the Deferral Contributions made on his behalf, and a Participant
     who has suspended his Deferral Contributions may elect to have such
     contributions resume, within the limits prescribed by this Article 4, at
     such times and in such manner as the Administrator shall from time to time
     establish and announce in writing.

          (f) All Deferral Contributions made by the Company on behalf of a
     Participant shall be transmitted by the Company to the Trustee within the
     time required by the applicable regulations issued pursuant to Section
     401(k) of the Code and by rules and regulations promulgated by the
     Department of Labor.

     4.3 Nondiscrimination Requirements for Deferral Contributions. Deferral
Contributions for a Plan Year must satisfy at least one of the following tests:

          (a) The Average Deferral Percentage (as hereinafter defined) for the
     group of Highly Compensated Employees who have satisfied the eligibility
     requirements of Article 3 (the "HCE Group") does not exceed the Average
     Deferral Percentage for the preceding Plan Year for the group of Non-Highly
     Compensated Employees who have satisfied the eligibility requirements of
     Article 3 (the "NHCE Group") times 1.25; or

          (b) The Average Deferral Percentage for the HCE Group does not exceed
     the Average Deferral Percentage for the NHCE Group for the preceding Plan
     Year times 2.0, and the Average Deferral Percentage for the HCE Group does
     not exceed the Average Deferral Percentage for the NHCE Group for the
     preceding Plan Year by more than two (2) percentage points.

     If the Company makes an election pursuant to Section 401(k)(3)(A) of the
Code, the term "current Plan Year," when used in this Section 4.3, shall be
substituted for the term "preceding Plan Year."

     The Average Deferral Percentage for a group of Participants for a Plan Year
shall be the average, expressed as a percentage, of the individual ratios of (i)
an Employee's Deferral Contributions for the Plan Year to (ii) the Employee's
Compensation for the Plan Year while he is a Plan Participant (or, provided that
this method is applied to all Employees for a Plan Year, the Participant's
Compensation for that portion of the Plan Year during which he was eligible to
participate in the Plan). In calculating such ratios, (i) Deferral Contributions
returned to a Participant to reduce an Excess Amount as defined in Section 6.4
shall be excluded; (ii) contributions made on behalf of a Highly Compensated
Employee pursuant to Section 401(k) of the Code under all plans of any
Affiliated Companies shall be considered to have been made under a single
arrangement; and (iii) the rules set forth in Income Tax Regulations Section
1.401(k)-1(b) shall apply.

     For purposes of this Section 4.3 the term "Participant" includes any
Employee who was eligible for all or part of the Plan Year to make Deferral
Contributions, or who would have been eligible but for a suspension pursuant to


                                     - 14 -
<PAGE>


Section 10.7 or the limitation contained in Section 6.4. The Average Deferral
Percentage for any Participant who makes no Deferral Contributions shall be
zero. If the Company elects to apply the special minimum coverage rule of
Section 410(b)(4)(B) of the Code (relating to participation of employees not
meeting certain age and service requirements) and such rules are satisfied, the
Company may elect to exclude for purposes of this Section 4.3 all Employees
(other than Highly Compensated Employees) who have not met the minimum age and
service requirements of Section 410(a)(1)(A) of the Code.

     Subject to the rules of Income Tax Regulations Section 1.401(k)-1(b)(5), in
calculating Average Deferral Percentages, the Administrator may calculate an
Employee's ratio of Deferral Contributions to Compensation by taking into
account Company Contributions allocated to his Account as though they were
Deferral Contributions. For any Plan Year in which the Deferral Contributions
elected by Participants do not satisfy one of the tests in this Section 4.3, the
Company may, but shall not be required to, make an additional contribution,
which shall be designated a Special Contribution, for the benefit of all
Employees who have satisfied the eligibility requirements of Article 3, or of
all such Employees who are Non-Highly Compensated Employees, as the applicable
governing body of the Company shall specify by resolution or other appropriate
action. Any such Special Contribution shall be allocated in proportion to the
Compensation of the Employees for whose benefit it is made.

     If the Average Deferral Percentage for the HCE Group exceeds the percentage
permitted under this Section 4.3, the amount of Deferral Contributions for
certain HCEs will be reduced in the following manner:

     The reduction in Deferral Contributions shall be effected by decreasing the
amount of Deferral Contributions of the HCE with the highest dollar amount of
Deferral Contributions until such HCE's Deferral Contributions equal the dollar
amount of the Deferral Contributions of the HCE with the next highest dollar
amount thereof; however, if a lesser reduction would suffice to permit the
Average Deferral Percentage for the HCE Group to satisfy the limitation of this
Section 4.3, the reduction shall be in such lesser amount. If the total amount
of reductions pursuant to the preceding sentence hereof is less than the amount
necessary to cause the Average Deferral Percentage to satisfy such limitation,
then the step described in the preceding sentence shall be repeated. Any
reduction made pursuant to this paragraph shall be designated an Excess
Contribution and shall be distributed in accordance with Section 10.9, and such
reduction shall be effective for purposes of determining the amount of
contributions to be made for the Participant's Account pursuant to Section 5.2.

     4.4 Rollover Contributions. The Administrator, in its sole discretion, may
permit an Employee, whether or not the Employee is otherwise eligible to
participate in the Plan pursuant to any provision of the Plan to make or cause
to be made on his behalf a Rollover Contribution which satisfies the
requirements of this Section 4.4. In determining whether to permit a Rollover
Contribution with respect to any Employee, the Administrator shall be concerned
primarily with whether the contribution satisfies all applicable requirements of
the Code, or cases, regulations or rulings thereunder, relating to such
contributions, and in making any such determination, the Administrator may
require the Employee to furnish such certificates, affidavits, opinions of


                                     - 15 -
<PAGE>


counsel, rulings of the Internal Revenue Service, or other information as the
Administrator, in its sole discretion, considers necessary or appropriate. Any
permitted Rollover Contribution made by or on behalf of an Employee shall
represent his interest in a Tax-Qualified Retirement Plan of a previous employer
of the Employee, or an individual retirement savings plan which has been used by
the Employee as a conduit for a prior distribution of his account in a
Tax-Qualified Retirement Plan of a previous employer. Rollover Contributions
shall be made either directly to the Trustee or to the Company for transmittal
to the Trustee as soon as practicable after the receipt thereof, as directed by
the Administrator. All such contributions shall be credited to a Rollover
Account established for the Employee. Rollover Accounts shall be fully vested at
all times.

     4.5 Transfers Between Qualified Plans. The Administrator, in its sole
discretion, may authorize the transfer to the Trust Fund of an amount of cash or
other property acceptable to the Trustee representing part or all of an
Employee's interest in any Tax-Qualified Retirement Plan. Such a transfer shall
be made directly to the Trustee. Assets so received by the Trustee shall be held
for the benefit of the applicable Employee and shall be accounted for, and
subject to such restrictions and/or limitations, as the Administrator shall deem
appropriate.

     Effective as of December 31, 2001 or as soon as practicable thereafter, the
Trust Fund shall accept from the trustee of the trust under the Group Plan, the
transfer of the Group Plan account balance, as adjusted on such date, of each
Participant who is, as of January 1, 2002, an Employee employed by a
Participating Employer. Any subsequent transfer to the Trust Fund of the Group
Plan account balance of a Participant who is an Employee employed by a
Participating Employer shall be effective as and when determined by the
Administrator. The term "Group Plan Account" shall refer to a Group Plan account
balance as described in either of the immediately-preceding two sentences.
Notwithstanding any other provision of the Plan, the transfer of Group Plan
Accounts as described herein is expressly contingent upon both the Group Plan
and this Plan being tax-qualified at the time of the applicable transfer, and
upon the tax-qualification of this Plan not being adversely affected by such
transfer. If any of the foregoing contingencies is not satisfied, the applicable
transfer shall be null and void ab initio. A Group Plan Account, as adjusted in
accordance with Section 6.6, generally shall be distributed or withdrawn at such
times and in such form and manner as otherwise provided under the Plan, except
that the additional provisions of Schedule D, if applicable (even if
inconsistent with other provisions of this Plan), shall apply to a Group Plan
Account.

     The Account (as appropriately adjusted) of a Participant who (a) ceases to
be an Employee employed by a Participating Employer and (b) immediately
thereafter becomes employed by an employer who sponsors the Group Plan, shall be
transferred, as soon as administratively feasible after such employment
transfer, to the trust under the Group Plan.


                                    ARTICLE 5

                                  CONTRIBUTIONS

     5.1 Company's Annual Contribution. For each Plan Year, the Company shall
contribute to the Trust the sum of:


                                     - 16 -
<PAGE>


          (a) The aggregate Deferral Contributions of all Participants employed
     by the Company; and

          (b) The aggregate Company Contributions determined in accordance with
     Section 5.2;

provided that the amount so contributed shall not exceed the maximum amount
allowable as a deduction under Section 404 of the Code for the Fiscal Year
corresponding to the Plan Year with respect to which it is made.

     Contributions by each Company pursuant to this Section 5.1 shall constitute
the funding policy and method for the Plan adopted in accordance with Section
402(b)(1) of ERISA, subject to the provisions of Schedule C. Notwithstanding any
provision to the contrary, for any Plan Year in which Section 3.10 or 9.4
requires a contribution that cannot be satisfied by a reallocation of
forfeitures pursuant to the terms of Section 6.8, the Company may make a
supplementary contribution in the amount necessary to eliminate the deficiency,
regardless of whether the supplementary contribution causes the Company's total
contribution to exceed the amount deductible under the Code.

     5.2 Company Contributions.

          (a) For any Plan Year the amount of the Company Contributions made for
     each Participant's Account shall be equal to fifty percent (50%) of his
     Deferral Contributions for such Plan Year, disregarding any Deferral
     Contributions that exceed six percent (6%) of his Compensation for that
     period, or that are required to be distributed as Excess Deferral Amounts
     pursuant to Section 10.8, as Excess Contributions pursuant to Section 10.9,
     or as an Excess Amount pursuant to Section 6.4(i).

          (b) The amount of Company Contributions by a Company for a Plan Year
     may be determined by the Company in its sole discretion to be increased by
     up to fifty percent of amounts paid in accordance with subsection (a)
     above. Said contributions shall be allocated to Participants who are
     employed as of the last day of the Plan Year for which said amounts are
     being contributed.

          (c) If any forfeitures should arise with respect to a Plan Year
     pursuant to Section 6.2(b), Section 6.3, Section 10.14 or otherwise, such
     forfeitures shall reduce the Company Contribution for such Plan Year.

     5.3 Payment of Company's Contribution. The Company's contribution for each
Plan Year shall be paid directly to the Trustee within the time required by law
in order to obtain a deduction of the amount of such contribution for federal
income tax purposes for the corresponding Fiscal Year, as determined under the
then applicable provisions of the Code and regulations pursuant thereto. If the
Company makes a discretionary Company Contribution pursuant to Section 5.2(b),
the Company shall contribute to the Trust such portion of the Company
Contribution for the Plan Year no later than the 15th day of the third month of
the year following the Plan Year.


                                     - 17 -
<PAGE>


     5.4 Schedule. As soon as is practicable after the end of each Plan Year
(and in any event, prior to the expiration of the period within which the
Company is required by the Code to make its contribution for each year, whether
or not the Company makes a contribution for the year), the Company shall if
requested deliver to the Administrator and the Trustee a schedule showing:

          (a) The amount of each Participant's Deferral Contributions under
     Section 4.1 for the Plan Year; and

          (b) The amount of Deferral Contributions of each Participant with
     respect to which a Company Contribution is allocable pursuant to Section
     5.2.

The schedule shall also give information as to Participants who have terminated
employment during the Plan Year, to the extent that this information has not
already been given to the Trustee.

     5.5 Correction of Errors. Notwithstanding any other provision of the Plan,
in the event that the Administrator discovers after the allocations for a Plan
Year have been completed that as a result of error or inadvertence contributions
in accordance with the terms of the Plan have not been made for the benefit of
an Employee who should have been a Participant, then the Company shall make an
additional contribution in the amount necessary to correct the error. In the
event that the Administrator discovers after the allocations for a Plan Year
have been completed that as a result of error or inadvertence a Participant's
Account has been credited with an amount in excess of the amount determined in
accordance with the terms of the Plan, then to the extent that the return of
such an amount to the Company is permitted under Section 1.2, the amount shall
be returned, and to the extent that return of the amount is not permitted, the
amount shall be treated as a forfeiture.

     5.6 No Obligation of Trustee and Administrator. Neither the Administrator
nor the Trustee shall be under a duty to inquire into the correctness of the
amount of, or to enforce payment of, any contribution to be made hereunder by
the Company, and no one shall have any right to question any determination of
the applicable governing body of the Company concerning the amount of
contribution or the failure to make a contribution in any given year.


                                    ARTICLE 6

                 ALLOCATION OF CONTRIBUTIONS AND TRUST EARNINGS

     6.1 Accounts of Participants. The Administrator or Trustee shall maintain
such separate Accounts on the books of the Plan for each Participant as the
Administrator or Trustee shall deem necessary or desirable. The Trustee shall
not be required to segregate the funds in the Accounts of Participants for
purposes of investment or otherwise.

     6.2 Allocation of Company Contributions. Subject to Section 6.4, the
Company's contributions for each Plan Year shall be allocated among the Accounts
of Participants as follows:


                                     - 18 -
<PAGE>


          (a) The Deferral Contributions elected by each Participant shall be
     allocated to his Deferral Contributions Account, subject to Section 4.3.

          (b) The Company Contributions made on behalf of each Participant
     pursuant to Section 5.2 shall be allocated to his Company Contributions
     Account, subject to Section 6.3.

     6.3 Nondiscrimination Requirements for Company Contributions.
Notwithstanding Section 6.2, Company Contributions for a Plan Year must satisfy
at least one of the following tests:

          (a) The Average Contribution Percentage (as hereinafter defined) for
     the group of Participants who are Highly Compensated Employees (the "HCE
     Group") does not exceed the Average Contribution Percentage for the group
     of Participants who are Non-Highly Compensated Employees (the "NHCE Group")
     for the preceding Plan Year times 1.25; or

          (b) The Average Contribution Percentage for the HCE Group does not
     exceed the Average Contribution Percentage for the NHCE Group for the
     preceding Plan Year times 2.0, and the Average Contribution Percentage for
     the HCE Group does not exceed the Average Contribution Percentage for the
     NHCE Group for the preceding Plan Year by more than two percentage points.

     If the Company makes an election pursuant to Section 401(m)(3) of the Code,
the term "current Plan Year," when used in this Section 6.3, shall be
substituted for the term "preceding Plan Year."

     The Average Contribution Percentage for a group of Participants for a Plan
Year shall be the average, expressed as a percentage, of the individual ratios
of (i) the Company Contributions allocated to the Account of a Participant for
the Plan Year to (ii) the Participant's Compensation for the Plan Year while he
is a Plan Participant (or, provided that this method is applied to all Employees
for a Plan Year, the Participant's Compensation for that portion of the Plan
Year during which he was eligible to participate in the Plan). In calculating
such ratios, (i) contributions described in Section 401(m) of the Code and
allocable to the Account of a Highly Compensated Employee who is eligible to
have such contributions allocated to his account under two or more plans
described in Section 401(a) of the Code that are maintained by any Affiliated
Company shall be considered to have been made under a single plan; and (ii) the
rules set forth in Income Tax Regulations Section 1.401(m)-1 shall apply.

     In addition to the limitation described in the preceding paragraph, Company
Contributions allocated to the Accounts of Participants in the HCE Group for any
Plan Year shall be further reduced as necessary to prevent the combined
allocations of Deferral Contributions and Company Contributions from exceeding
the "aggregate limit" calculated in accordance with Income Tax Regulations
Section 1.401(m)-2(b)(3). If the Average Contribution Percentage for the HCE
Group exceeds the percentage permitted under this Section 6.3, or the combined
Average Deferral Percentage and Average Contribution Percentage for the HCE
Group exceeds the "aggregate limit" as defined in Income Tax Regulations Section


                                     - 19 -
<PAGE>


1.401(m)-2(b)(3), the amount of Company Contributions for certain HCEs will be
reduced in the following manner.

     For purposes of this Section 6.3, the term "Participant" includes any
Employee who was eligible for all or part of the Plan Year to receive
allocations of Company Contributions or who would have been eligible but for a
suspension pursuant to Section 10.7 or the limitation contained in Section 6.4.
The Average Contribution Percentage for any Participant who receives no Company
Contributions shall be zero. If the Company elects to apply the special minimum
coverage rule of Section 410(b)(4)(B) of the Code (relating to participation of
Employees not meeting certain age and service requirements) and such rule is
satisfied, the Company may elect to exclude for purpose of this Section 6.3 all
Employees (other than Highly Compensated Employees) who have not met the minimum
age and service requirements of Section 410(a)(1)(A) of the Code.

     The reduction in Company Contributions shall be effected by decreasing the
amount of Company Contributions of the HCE with the highest dollar amount of
Company Contributions until such HCE's Company Contributions equal the dollar
amount of the Company Contributions of the HCE with the next highest dollar
amount thereof; however, if a lesser reduction would suffice to permit the
Average Contribution Percentage for the HCE Group to satisfy the limitation of
this Section 6.3, the reduction shall be in such lesser amount. If the total
amount of reductions pursuant to the preceding sentence hereof is less than the
amount necessary to cause the Average Contribution Percentage to satisfy such
limitation, then the step described in the preceding sentence shall be repeated.
The dollar amount by which an HCE's Company Contribution is reduced pursuant to
this paragraph (an "Excess Aggregate Contribution") shall be distributed in
accordance with Section 10.10.

     For purposes of this Section 6.3 only, "Company Contributions" means only
Company Contributions made pursuant to Section 5.2(a).

     6.4 Limitation on Participant Allocations. Any other provision of the Plan
notwithstanding, the Annual Addition with respect to a Participant for any Plan
Year (which the Company hereby designates as the Plan's limitation year) shall
not exceed an amount equal to the lesser of $30,000 (or such larger amount as
shall be in effect as a result of adjustment pursuant to Section 415(d) of the
Code) or twenty-five percent of the Participant's "415 safe-harbor
compensation," consisting of wages, salaries, and fees for professional services
and other amounts received (without regard to whether or not an amount is paid
in cash) for personal services actually rendered in the course of employment to
the extent that the amounts are includible in gross income (including, but not
limited to, commissions paid salesmen, compensation for services on the basis of
a percentage of profits, commissions on insurance premiums, tips, bonuses,
fringe benefits, and reimbursements or other expense allowances under a
nonaccountable plan (as described in Treas. Reg.ss.1.62-2(c)), and excluding the
following:

          (a) Employer contributions to a plan of deferred compensation which
     are not includible in the employee's gross income for the taxable year in
     which contributed, or employer contributions under a simplified employee
     pension plan, or any distributions from a plan of deferred compensation,
     provided, however that for Plan Years beginning after December 31, 1997,


                                     - 20 -
<PAGE>


     "415 safe harbor compensation" shall include benefits under Section 132(f)
     of the Code and any salary reduction elected pursuant to Sections 125,
     401(k), 403(b) or 408(k) of the Code;

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

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

          (d) Other amounts which received special tax benefits, or
     contributions made by the employer (whether or not under a salary reduction
     agreement) towards the purchase of an annuity contract described in Section
     403(b) of the Code (whether or not the contributions are actually
     excludable from the gross income of the employee).

     For limitation years beginning on or before December 31, 1999, in the event
that a Participant is or has been or may be covered under any defined benefit
plan (within the meaning of Section 414(j) of the Code) maintained by the
Affiliated Companies, the Participant's projected annual benefit in such defined
benefit plan or plans shall be reduced by that amount necessary in order that
the sum of the Defined Benefit Plan Fraction (as hereinafter defined) and the
Defined Contribution Plan Fraction (as hereinafter defined), computed as of the
close of the year, will not exceed 1.0.

     For purposes of this Section 6.4, the following definitions shall apply:

     The "Defined Benefit Plan Fraction" for any Plan Year means a fraction, the
numerator of which is the projected annual benefit of the Participant determined
as of the close of the Plan Year under all defined benefit plans maintained by
the Affiliated Companies and the denominator of which is the lesser of (a) the
product of 1.25 multiplied by the dollar limitation in effect under Section
415(b)(1)(A) of the Code for the Plan Year, or (b) the product of 1.4 multiplied
by the amount which may be taken into account under Section 415(b)(1)(B) of the
Code with respect to the Participant for the Plan Year.

     The "Defined Contribution Plan Fraction" for any Plan Year means a
fraction, the numerator of which is the sum of the Annual Additions credited to
the Participant under this Plan and any other defined contribution plan
maintained by the Affiliated Companies as of the close of the Plan Year, and the
denominator of which is the sum of the lesser of the following amounts
determined for such Plan Year and for each of the Participant's prior Years of
Service with the Affiliated Companies: (a) the product of 1.25 multiplied by the
dollar limit under Section 415(c)(1)(A) of the Code for the Plan Year, or (b)
the product of 1.4 multiplied by twenty-five percent (25%) of the Participant's
compensation (as defined in regulations issued pursuant to Section 415 of the
Code) for the Plan Year.

     Any amount that would otherwise be allocated to the Account of any
Participant but for the limitations set forth in this Section 6.4 (hereinafter
referred to as the "Excess Amount") shall be disposed of as follows:


                                     - 21 -
<PAGE>


     (i) Any Deferral Contribution by the Participant, together with income gain
and loss attributable thereto to the extent that the return thereof would reduce
the Excess Amount, shall be returned to the Participant. The Excess Amount shall
be held in an unallocated suspense account to which investment gains and losses
shall be allocated; and amounts shall be withdrawn from the suspense account and
allocated as hereinafter set forth. If the Participant is entitled to
participate in contributions by the Company at the end of the succeeding Plan
Year, then any remaining Excess Amount shall be reapplied to reduce
contributions of the Company under the Plan for such Plan Year (and for
succeeding Plan Years) for him, so that in each such year the sum of actual
Company contributions plus the reapplied amount of Company contributions shall
equal the amount which would otherwise be allocated to the Participant's
Account. If the Participant is not entitled to participate in contributions by
the Company at the end of the succeeding Plan Year, then the Excess Amount shall
be reapplied to reduce contributions of the Company for all remaining
Participants. If the Plan is terminated while there remains an Excess Amount
which cannot under the limitations of this Section 6.4 be allocated to the
Accounts of any Participants, the Excess Amount shall be returned to the
Company, notwithstanding any other provision hereof.

     (ii) In lieu of or in addition to the procedure described in paragraph (a)
above, the Company may, if it so elects, reduce its contribution to the Plan for
allocation to the Account of the Participant in question, by the amount
necessary to eliminate the Excess Amount.

     6.5 Net Value of the Trust. The Trustee shall ascertain the net value of
the Trust Fund on the basis of the fair market value of its assets and
liabilities as of each Valuation Date.

     6.6 Adjustment of Accounts. The balance of each Account of each Participant
shall be adjusted as of each Valuation Date,

          (a) First, by reducing the balance of each Account by the aggregate
     amount of all distributions and withdrawals made from it since the
     immediately preceding Valuation Date;

          (b) Second, by increasing or decreasing the balance of the Account as
     necessary to reflect the current fair market value of the assets in which
     the Account is invested;

          (c) Third, by crediting the Deferral Contributions Account with any
     Deferral Contributions, and the Company Contributions Account with any
     Company contributions, made for the benefit of the Participant for the
     period elapsed since the immediately preceding Valuation Date.

     In adjusting each Account pursuant to clause (b) above, the income,
expenses, gain and loss (realized and unrealized) of the Trust Fund shall be
allocated among the Accounts in proportion to the balances of such Accounts as
of the immediately preceding Valuation Date, as reduced pursuant to clause (a)
above. Loans shall be considered investments directed by a Participant pursuant
to Section 12.2. The amount loaned shall be charged solely against the Accounts
of the Participant, and repaid amounts and interest shall be credited solely


                                     - 22 -
<PAGE>


thereto. The Account of a Participant shall continue to be adjusted pursuant to
this Section 6.6 until it has been distributed in its entirety.

     6.7 Limitation of Participant's Rights. Nothing contained in this Article 6
or elsewhere in the Plan shall be deemed to give any Participant any interest in
any specific part of the Trust Fund or any interest other than his or her right
to receive benefits in accordance with the applicable provisions of the Plan.

     6.8 Forfeiture Accounts. Until sufficient time has passed in order that a
determination can be made as to whether a Participant whose employment with the
Company has terminated or has been curtailed has incurred five consecutive
One-Year Breaks in Service, the Administrator or Trustee shall account
separately for any portion of his Company Contributions Account that may be
forfeited in accordance with Article 9 as a result of the Participant's
separation from service. A Forfeiture Account shall be maintained primarily for
bookkeeping purposes, and the Trustee shall not be required to segregate assets
in any such account for investment or otherwise. As of the end of the Plan Year
in which the Forfeiture Account is forfeited in accordance with Section 9.4, and
after the adjustments described in Section 6.6, the amount credited to a
Forfeiture Account shall be first used to restore contributions of returning
Participants, next to make any positive adjustment of contributions and earnings
thereon determined by the Administrator to be appropriate with respect to a
Participant's Account, including without limitation, an adjustment pursuant to
Section 3.10 and, finally to reduce, but not below zero, the Company
contributions described in Section 5.2.


                                    ARTICLE 7

                               RETIREMENT BENEFITS

     7.1 Normal Retirement. A Participant's Normal Retirement Date is the later
of the date on which he attains age 65 or the date on which he completes two
years as a Participant in the Plan.

     7.2 Late Retirement. A Participant who has reached his Normal Retirement
Date may remain as an Employee until the date he establishes with the Company
for his retirement. While any Participant continues to be an Employee, he shall
have all the rights under the Plan that he would have had if he had not yet
attained his Normal Retirement Date.

     7.3 Early Retirement. A Participant's Early Retirement Date shall be the
earliest date upon which a Participant has both attained age 55 and completed
two years as a Participant in the Plan.

     7.4 Disability Retirement. The "Disability Retirement" of a Participant
shall mean Retirement prior to his Normal Retirement Date at his own request, or
at the request of the Participating Employer who employs such Participant,
because of a permanent disability. Permanent disability shall mean a physical or
mental condition of a Participant resulting from a bodily injury or disease or
mental disorder which renders the Participant incapable of performing his normal
duties for his employer. The permanent disability of any Participant shall be


                                     - 23 -
<PAGE>


determined by the Administrator, in accordance with uniform principles
consistently applied, upon the basis of competent medical evidence.

     7.5 Retirement Benefits. Any termination of service with the Company by a
Participant after satisfying the conditions of Section 7.1, 7.2, 7.3, or 7.4
shall be considered Retirement for purposes of the Plan. A Participant shall be
entitled to benefits under the Plan to the extent of the credit balance of his
Account as of the Valuation Date on which a distribution of benefits on account
of his Retirement is made, adjusted to reflect contributions allocated and
distributions made since the last Valuation Date and further adjusted, if
necessary, to reflect loans, distributions, including deemed distributions,
offsets, and repayments pursuant to the loan program in Section 14.2. Benefits
determined under this Article 7 shall be payable in accordance with Article 10
(and any applicable Schedule hereto).


                                    ARTICLE 8

                                 DEATH BENEFITS

     8.1 Death of a Participant. If a Participant dies before the termination of
his employment, his Beneficiary shall be entitled to benefits under the Plan to
the extent of the credit balance of his Account as of the Valuation Date on
which a distribution of benefits on account of his death is made, adjusted to
reflect contributions allocated and distributions made since the most recent
prior Valuation Date, and further adjusted, if necessary, to reflect loans,
distributions, including deemed distributions, offsets, and repayments pursuant
to the loan program in Section 14.2. If a Participant dies after leaving
employment but before distribution to him of all of the benefits to which he is
entitled under the Plan has been completed, his Beneficiary shall be entitled to
the benefits the Participant would have received had he lived. In all other
cases, benefits determined under this Article 8 shall be paid in a single lump
sum.

     8.2 Designation of Beneficiary. A Participant may designate a beneficiary
or beneficiaries under the Plan by completing and delivering to the
Administrator a form provided by the Administrator, and may revoke or revise any
such designation by completing and delivering another such form, in which case
the form bearing the later date that was last received by the Administrator
shall control; provided, however, that a Participant's designation of a
Beneficiary other than his spouse shall not take effect unless either (i) the
Participant's spouse consents in writing to such designation, and the spouse's
consent acknowledges the effect of such designation and is witnessed by a notary
public, or (ii) it is established to the satisfaction of the Administrator that
the Participant has no spouse, or that the spouse's consent cannot be obtained
because the spouse cannot be located, or because of such other circumstances as
may be prescribed in regulations pursuant to Section 417 of the Code. No such
designation shall be effective unless filed with the Administrator before the
death of the Participant.

     8.3 Distribution in Case No Beneficiary Designated or Surviving. If no
Beneficiary has been properly designated or if no designated Beneficiary
survives a deceased Participant the benefits otherwise distributable to the
deceased shall be paid to the person (or if the class consists of more than one


                                     - 24 -
<PAGE>


person, in equal shares to each of the persons) in the first of the following
classes:

          (a) Participant's surviving spouse;

          (b) Participant's surviving issue, by right of representation; or

          (c) Participant's estate;

provided, however; that as a condition to payment, the Administrator may require
such receipts, releases, indemnity agreements, waivers, proofs, and other
documents as it may deem necessary or desirable.

     8.4 Death of a Beneficiary. Unless otherwise specified in the form of
designation of Beneficiary, in the event of the death of a Beneficiary who has
become entitled to receive benefits under the Plan, any benefits remaining to be
paid to the deceased Beneficiary shall be paid to his estate.


                                    ARTICLE 9

                               SEVERANCE BENEFITS

     9.1 Severance Benefit. If a Participant terminates his service with the
Affiliated Companies for any reason other than death or Retirement before he has
completed two Years of Service, he shall be entitled to benefits under the Plan
to the extent of the credit balance of his Deferral Contributions Account,
Rollover Account, Securities Plan Benefits Account and/or Group Plan Account as
of the Valuation Date which coincides with or immediately precedes the date of
distribution of benefits hereunder, adjusted, if necessary, pursuant to the loan
program referred to in Section 14.2. If a Participant terminates his service
with the Affiliated Companies for any reason other than death or Retirement
after he has completed two Years of Service, he shall be entitled to benefits
under the Plan to the extent of the credit balance of his Company Contributions
Account, Deferral Contributions Account, Rollover Account, Securities Plan
Benefits Account and/or Group Plan Account. Any severance benefit determined
under this Article 9 shall be payable in accordance with Article 10.

     9.2 Vested Balance. A Participant's Deferral Contributions Account,
Rollover Account, and, if applicable, Securities Plan Benefits Account shall be
fully vested at all times. Unless a Participant's Company Contributions Account
has become fully vested on account of his death or Retirement, a Participant
shall fully vest in his Company Contributions Account when he has been credited
with two Years of Service. Notwithstanding any other provision of the Plan, a
Participant's Group Plan Account, as defined under Section 4.5, shall be fully
vested at all times. Any other Account under the Plan which is not specified in
this Section 9.2 shall vest, if not already fully vested as of December 31,
2001, according to, as applicable: (a) this Section 9.2 or (b) Schedule B
attached hereto.


                                     - 25 -
<PAGE>


     9.3 Years of Service. The number of Years of Service to be credited to a
Participant shall be determined as follows:

          (a) General Rule. An Employee (whether or not he is a Participant for
     the Plan Year) or Leased Employee shall be credited with one Year of
     Service for each Plan Year during which he is credited with at least 1,000
     Hours of Service.

          (b) Returned Employees. In the case of a Participant who incurs one or
     more consecutive One-Year Breaks in Service and then returns to employment
     with the Company, the following rules shall apply:

               (i)   In determining the vested portion of the Company
          Contributions Account of the Participant attributable to Company
          contributions and forfeitures occurring before the One-Year Break in
          Service, the Participant's Years of Service after the One-Year Break
          in Service shall be included, unless the Participant incurred at least
          five consecutive One-Year Breaks in Service.

               (ii)  In determining the vested portion of the Company
          Contributions Account of the Participant attributable to Company
          contributions and forfeitures occurring after the One-Year Break in
          Service, Years of Service before the One-Year Break in Service shall
          be included in the number of Years of Service of the Participant if,
          but only if, such Participant is credited with 1,000 Hours of Service
          during the twelve consecutive month period measured from the date of
          his return from such One-Year Break in Service, or during any Plan
          Year following his return from such One-Year Break in Service.

               (iii) In the case of a Participant who returns to employment with
          the Company following five consecutive One-Year Breaks in Service,
          subaccounts shall be maintained with respect to the portions of his
          Company Contributions Account which accrued prior to and subsequent to
          such One-Year Breaks in Service until all such subaccounts become
          fully vested.

               (iv)  In the case of a Participant who was fully vested in his
          Company Contributions Account by reason of the last sentence of
          Section 6.1 and who returns to employment with the Company following
          five consecutive One-Year Breaks in Service, said Participant shall be
          subject to the provisions of this Article 9 with respect to Company
          Contributions allocated to his Company Contributions Account after his
          return to employment.

     9.4 Disposition of Forfeitures. When a Participant whose Account has not
become fully vested in accordance with Section 9.2 terminates his employment
with the Company for any reason other than death or Retirement, or incurs a
One-Year Break in Service without a termination of employment, the portion of
his Company Contributions Account which is not then vested shall be credited to
a Forfeiture Account as described in Section 6.8, and the Forfeiture Account
shall be disposed of as follows:

          (a) If a Former Participant receives no distribution with respect to
     his Company Contributions Account, and he returns to employment with the


                                     - 26 -
<PAGE>


     Company before he has incurred five consecutive One-Year Breaks in Service,
     the amount credited to his Forfeiture Account shall thereupon be restored
     to his Company Contributions Account. The amount to be restored shall be
     determined as if the Forfeiture Account had been invested throughout the
     Participant's absence in a money market fund offered as an investment
     option under the Plan or a similar short-term fixed income investment.

          (b) If a Former Participant receives a distribution of the vested
     portion of his Company Contributions Account, and he returns to employment
     with the Company before he has incurred five consecutive One-Year Breaks in
     Service, the amount credited to his Forfeiture Account shall be restored to
     his Company Contributions Account only if he repays to the Trustee the full
     amount of his distribution, before the date on which he incurs five
     consecutive One-Year Breaks in Service. The amount to be restored shall be
     determined as if the Forfeiture Account had been invested throughout the
     Participant's absence in a money market fund offered as an investment
     option under the Plan or a similar short-term fixed income investment.

          (c) If a Former Participant who receives no distribution or deemed
     distribution does not return to employment with the Company before he
     incurs five consecutive One-Year Breaks in Service, the nonvested portion
     of his Account balance shall be irrevocably forfeited and the related
     forfeiture will be reallocated to the Forfeiture Account as of the last day
     of the Plan Year that constitutes his fifth consecutive One-Year Break in
     Service.

          (d) The Company may direct that the amount credited to a Participant's
     Forfeiture Account be reallocated among the Accounts of other Participants
     as of the end of a Plan Year before the Participant has incurred five
     consecutive One-Year Breaks in Service, provided that the Forfeiture
     Account continues to be maintained on the books of the Plan and remains
     subject to the restoration rules described in subparagraphs (a) and (b).

          (e) The amount necessary to restore any Participant's Account shall be
     derived first from the net earnings, if any, of Forfeited Accounts during
     the Plan Year; second from the amounts of any Forfeiture Accounts which the
     Company has released for reallocation as of the end of the Plan Year; and
     finally, to the extent of any deficiency, from supplementary contributions
     of the Company pursuant to the last sentence of Section 5.1. In no event
     shall the amount restored to a Participant's Account be less than the
     amount credited to the Account when a Forfeiture Account was established
     for the Participant.

     9.5 Severance Benefits in Certain Cases. In applying the provisions of
Section 9.2 to a Participant who has received a severance benefit under Section
9.1 or a hardship distribution pursuant to Section 10.7 with respect to his
Company Contributions Account on account of a prior termination of employment
wherein, for any reason, the Participant did not incur five consecutive One-Year
Breaks in Service, the vested amount remaining in such Account at any time shall
be determined in accordance with the formula:

         Vested Amount = P(AB + D) - D


                                     - 27 -
<PAGE>


where (i) P equals the vested percentage at the relevant time; (ii) AB is the
credit balance of his Company Contributions Account as of the appropriate
Valuation Date; and (iii) D is the amount previously distributed. The amount of
severance benefit distributable to a terminated Participant in accordance with
the preceding sentence shall be reduced by any distribution to him since the
appropriate Valuation Date.


                                   ARTICLE 10

                            DISTRIBUTION OF BENEFITS

     10.1 Time and Manner of Distribution of Benefits. Distribution of benefits
hereunder shall be made not later than the sixtieth day following the close of
the Plan Year in which the last of the following events occurs with respect to a
Participant:

               (i)   The Participant's 65th birthday;

               (ii)  The termination of the Participant's employment with the
          Participating Employer; or

               (iii) The ten (10) year anniversary of the date on which the
          Participant initially qualified for participation in the Plan;

unless such Participant elects in writing to postpone distribution until a date
that satisfies the requirements of Section 10.2; provided, however, that the
failure of a Participant to consent to a distribution of benefits shall be
deemed an election to postpone benefit distributions until the Participant's
Normal Retirement Date as defined in Section 7.1.

     Notwithstanding the foregoing and subject to Section 10.2, a Participant's
benefit distribution shall be made not later than the sixtieth day after the
close of the Plan Year in which the Participant's employment with the
Participating Employer terminates, provided that one of the following
circumstances exists: (a) as of the Valuation Date next preceding the
distribution, the value of the Participant's Account did not exceed $5,000; or
(b) the Participant has consented in writing to the making of the distribution.

     Subject to the foregoing provisions of this Article 10, the distribution
shall be made not later than the sixtieth day after the close of the Plan Year
in which occurs the earliest of the Administrator's receipt of the Participant's
consent to making a distribution, Normal Retirement Date or death; provided,
however; that the failure of a Participant to consent to a distribution of
benefits shall be deemed to be an election to postpone benefit distributions
until such time as distributions are required pursuant to Section 10.2.

     If a Participant's regularly scheduled date of distribution occurs prior to
the date of his death or attainment of his Normal Retirement Date, distribution
of benefits due hereunder shall be delayed until the later of (1) normal
retirement age, or (2) the date on which the Participant attains age 62, unless
the Participant elects and, if applicable, the Participant's spouse, if any,


                                     - 28 -
<PAGE>


consents to an earlier distribution date permitted under the Plan, and such
spousal consent acknowledges the effect of such consent and is witnessed by a
Plan representative or notary public; provided, however, that no such election
and consent shall be required and such an earlier distribution shall be made on
the regularly-scheduled date of distribution in the event that the present value
of such distributable benefits does not exceed $5,000 and benefit payments have
not commenced. To be valid, elections and consents must be in writing and given
not less than 30 nor more than 90 days before commencement of distribution; such
spousal consents shall be irrevocable. The rules regarding spousal consents
under Section 8.2 shall also apply. If a distribution is one to which Code
Sections 401(a)(11) and 417 do not apply, such distribution may commence less
than 30 days after the notice required under Section 1.411(a)-11(c) of the
Income Tax Regulations is given, provided that:

               1.   the Administrator clearly informs the Participant that the
                    Participant has a right to a period of at least 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.

     If a distribution is subject to Code Sections 401(a)(11) or 417, a
Participant after having received the written explanation of a qualified joint
and survivor annuity ("QJSA") elects a form of distribution and the
Participant's spouse consents to that form of distribution, if necessary, the
annuity starting date may be less than 30 days after the written explanation if:

               (I) the Administrator clearly informs the Participant that the
               Participant has at least 30 days in which to consider whether to
               waive the QJSA and consent to a form of distribution other than
               the QJSA,

               (II) the Participant is permitted to revoke an affirmative
               distribution election at least until the annuity starting date,
               or if later, the expiration of the 7-day period beginning on the
               day after the notice of the QJSA was provided to the Participant,

               (III) the annuity starting date is after the date on which the
               explanation of the QJSA is provided to the Participant (except as
               otherwise provided by Code Section 417(a)(7)), and

               (IV) distribution does not commence prior to the expiration of
               the 7-day period described in II above.


     Except as otherwise provided by Schedule A, B or D, benefits hereunder
shall be distributed in cash, in one or more of the following ways, as elected
by the Participant:

          (a) A lump sum;


                                     - 29 -
<PAGE>


          (b) By payment in annual or more frequent installments, except to the
     extent not permitted with respect to a Code Section 401(k)(10) distribution
     event. So long as an election described in Section 10.2(f) is in effect,
     such installments shall be in substantially equal amounts over such period
     as the Participant may select, with the share of each Participant's
     accounts in the increase (or decrease) in the net worth of the Trust Fund
     allocated to said account as of the end of each year taken into account in
     determining the Participant's installment payment amounts for the next
     succeeding year; provided that, such installment period shall not extend
     beyond the date which falls at the end of the period which is equal to the
     Participant's life expectancy or the joint life and last survivor
     expectancy of the Participant and his beneficiary (as then determined in
     accordance with tables published under Regulations applicable to Code
     Section 72), if the Participant is living on the date of commencement of
     payments. If the Participant is deceased on the date of the commencement of
     payment, installment payments shall not extend beyond the life expectancy
     of the beneficiary. If such an election under Section 10.2(f) is not in
     effect, the minimum payment that must be made in the year in which
     distributions must commence under Section 10.2 and in all years thereafter
     shall be an amount equal to the quotient obtained by dividing the
     Participant's entire benefit by the life expectancy of the Participant.
     Life expectancy shall not exceed the period computed by the use of the
     return multiples contained in Section 1.72-9 of the Regulations under the
     Code. For purposes of this computation, a beneficiary must be designated
     within the 90 day period prior to the date on which benefits are payable,
     and a Participant's life expectancy or that of a spouse beneficiary will,
     if the Participant or beneficiary (as applicable) elects, be recalculated
     annually. The life expectancy of a non-spouse beneficiary may not be
     recalculated. If the Participant's spouse is not the designated
     beneficiary, the method of distribution selected must provide that the
     present value of the payments to be made to the Participant at the time of
     commencement thereof is not less than fifty-one percent (51%) of the
     present value of the total payments to be made to the Participant and his
     beneficiaries; provided however, that, the method of distribution must
     result in the amount being distributed being no less than that necessary to
     meet the incidental benefit requirement under Code Section 401(a) and the
     regulations thereunder including Regulation 1.401(a)(9)-2 under the Code,
     as now or hereafter in effect, except for distributions made in accordance
     with elections referred to in Section 10.2(f) and distributions required
     pursuant to such incidental benefit requirement shall be treated as
     distributions required under this paragraph and Section 10.2.; or

          (c) By any combination of the foregoing, except to the extent not
     permitted with respect to a Code Section 401(k)(10) distribution event.

     At any time, and from time to time, prior to complete distribution, payment
of installments may be accelerated, including but not limited to, the lump sum


                                     - 30 -
<PAGE>


distribution of the Participant's remaining amount, upon the written request of
the Participant (or, if the Participant has died, his Beneficiary). A Former
Participant who has elected to receive a distribution at any time prior to the
initial distribution of benefits to him shall be entitled to withdraw without
the consent of the Administrator, all or part of his voluntary account exclusive
of net earnings on his voluntary contributions. Any Participant, or Former
Participant, may direct the mode of payment of benefits to his beneficiary.

     A distribution to which Sections 401(a)(11) and 417 of the Code do not
apply may commence less than thirty days after the notice required under Income
Tax Regulations Section 1.411(a)-11(c) is given, provided that the Administrator
informs the distributee that he has a right to a period of at least thirty days
after receiving the notice to consider whether or not to elect a distribution
and, if so, what form of distribution, and the Participant thereafter
affirmatively elects a distribution.

     10.2 Required Distributions of Benefits.

          (a) Distributions must in all events satisfy the minimum distribution
     requirements in Section 401(a)(9) of the Code and any applicable
     regulations promulgated thereunder.

          (b) Subject to Section 10.1, distribution of a Participant's Accounts
     will be made or commenced as soon as practicable after the determination
     under Section 9.2 of the amount available for distribution to such
     Participant, provided that no accumulated deductible employee contributions
     of a Participant shall be distributed under this Section 10.2, other than
     as a result of the Participant's death or disability, if such Participant
     at the time of distribution has not yet attained the age of 59-1/2 years,
     unless such distribution is in the form of a lump sum distribution of a
     rollover account on account of the termination of employment (other than by
     death) of an Employee before he has become a Participant.

          (c) The entire interest of a Participant must be distributed, or begin
     to be distributed, no later than the Participant's required beginning date,
     determined as follows (a Participant is treated as a "5% Owner" for
     purposes of this Section 10.2 if her is a "5-percent owner" as defined in
     Section 4.16(i) of the Code at any time during the Plan Year ending within
     the calendar year in which he attains age 70-1/2):

               (i)   If such Participant (other than a 5% Owner) is employed by
                     a Participating Employer on December 31st of the Plan Year
                     in which he attains age 70 1/2, then such Participant's
                     benefit must be distributed or commence to be distributed
                     in accordance with Code Section 401(a)(9) no later than
                     April 1st of the calendar year next following the calendar
                     year in which the Participant retires; or


                                     - 31 -
<PAGE>


               (ii)  If such Participant (other than a 5% Owner) is not employed
                     by a Participating Employer on December 31st of the Plan
                     Year in which he attains age 70 1/2, then such
                     Participant's benefit must be distributed or commence to be
                     distributed in accordance with Code Section 401(a)(9) no
                     later than April 1st of the calendar year next following
                     the calendar year in which the Participant attains age
                     70 1/2; or

               (iii) If such Participant is a 5% Owner, then such Participant's
                     benefit must be distributed or commence to be distributed
                     in accordance with Code Section 401(a)(9) no later than
                     April 1st of the calendar year next following the calendar
                     year in which the Participant attains age 70 1/2.

          (d) With respect to distributions under the Plan made on or after
     October 1, 2001 for calendar years beginning on or after January 1, 2001,
     the Plan will apply the minimum distribution requirements of section
     401(a)(9) of the Code in accordance with the regulations under section
     401(a)(9) that were proposed on January 17, 2001 (the "2001 Proposed
     Regulations"), notwithstanding any provision of the Plan to the contrary.
     If the total amount of required minimum distributions made to a Participant
     for 2001 prior to October 1, 2001 are equal to or greater than the amount
     of required minimum distributions determined under the 2001 Proposed
     Regulations, then no additional distributions are required for such
     Participant for 2001 on or after such date. If the total amount of required
     minimum distributions made to a Participant for 2001 prior to October 1,
     2001 are less than the amount determined under the 2001 Proposed
     Regulations, then the amount of required minimum distributions for 2001 on
     or after such date will be determined so that the total amount of required
     minimum distributions for 2001 is the amount determined under the 2001
     Proposed Regulations. This amendment shall continue in effect until the
     last calendar year beginning before the effective date of the final
     regulations under Code section 401(a)(9) or such other date as may be
     published by the Internal Revenue Service.

          (e) Upon the death of a Participant, the following distribution
     provisions shall govern the latest date by which benefit payments must
     commence and the longest period over which such payments may continue:


                                     - 32 -
<PAGE>


               (i)   If the Participant dies after the distribution of his
                     benefits has commenced and the date on which distributions
                     must be made or commence under Section 10.2 has passed, the
                     remaining portion of such benefits will continue to be
                     distributed at least as rapidly as under the method of
                     distribution being used prior to the Participant's death.

               (ii)  If the Participant dies before the date on which
                     distribution of his benefits must be made or commence under
                     Section 10.2, the Participant's entire benefit will be
                     distributed in a manner provided under Section 10.1,
                     provided that such distribution is completed within 5 years
                     after the Participant's death or such later date as set
                     forth in regulations under the Code. Notwithstanding the
                     foregoing, such distribution need not be completed within
                     said five (5) years or such later date under such
                     regulations to the extent such benefits are distributed to
                     a designated beneficiary over the life or a period not
                     extending beyond the life expectancy of the designated
                     beneficiary (as irrevocably elected by such beneficiary)
                     and such distributions commence in accordance with (A) or
                     (B) below (by which time such irrevocable election must
                     have been made):

                    (A)  If such designated beneficiary is not the Participant's
                         surviving spouse, distributions must commence no later
                         than one (1) year after the Participant's death or such
                         later date as set forth in regulations under the Code;

                    (B)  If the designated beneficiary is the Participant's
                         surviving spouse, distributions must commence by the
                         later of the date in paragraph (A) immediately above or
                         the date on which the Participant would have attained
                         age 70-1/2, or such later date as set forth in
                         regulations under the Code.

               For purposes of this subparagraph (ii), life expectancy shall not
               exceed the period computed by the use of the return multiples
               specified in Section 1.72-9 of the regulations under the Code.
               For purposes of this calculation, a beneficiary must be
               designated within the 90 day period before the date on which
               payments are to commence and, upon the election by the spouse
               beneficiary, the life expectancy of a surviving spouse who is a


                                     - 33 -
<PAGE>


               designated beneficiary shall be recalculated annually; however,
               in the case of any other designated beneficiary, such life
               expectancy will be calculated at the time payment first commences
               without further recalculation. The above election shall be made
               by a beneficiary no later than the earlier of (I) December 31st
               of the calendar year in which distribution would be required to
               commence in order to satisfy the requirement for the exception to
               the five year rule in Code Section 401(a)(9)(B)(iii) and (iv) or
               (II) December 31st of the calendar year which contains the fifth
               (5th) anniversary of the date of death of the Employee. A
               beneficiary shall be deemed to have made the irrevocable election
               described in paragraph (b)(3)(ii) above if benefits commence
               pursuant to a method applicable to such election.

               (iii) If such surviving spouse dies before payments are made or
                     must commence to such spouse under paragraph (B) above,
                     subsequent distributions shall be made as if such surviving
                     spouse had been the Participant, with all of the
                     distribution rules relevant to such a distribution under
                     this paragraph (e) being applicable, except that paragraph
                     (e)(ii)(B) shall not then apply.

               (iv)  If such surviving spouse dies after such payments have
                     begun or must commence under paragraph (e)(ii)(B) above,
                     subsequent distributions will continue to be made at least
                     as rapidly as under the method of distribution being used
                     immediately prior to such surviving spouse's death.

               (v)   For purposes of this paragraph (e), any amount paid to a
                     child of the Participant will be treated as if it had been
                     paid to the surviving spouse of such Participant if the
                     amount becomes payable to such surviving spouse when such
                     child reaches the age of majority or as the result of any
                     other designated event permitted under regulations under
                     the Code.

          (f) Paragraphs (c), (d) and (e) shall not apply to a Participant or
     such Participant's beneficiary, in the event that a proper and timely
     election has been made by such Participant in accordance with Section
     242(b) of the Tax Equity and Fiscal Responsibility Act of 1982 (as in
     effect prior to the enactment of the Deficit Reduction Act of 1984) so long
     as such election is in effect.


                                     - 34 -
<PAGE>


          (g) Distributions made to satisfy the requirements of this Section
     10.2 shall be made from all Accounts on a pro rata basis.

     10.3 Elective Distribution after Attainment of Age 59-1/2. A Participant
who continues in employment after reaching age 59-1/2 may, at his election,
receive one or more single sum distributions from his Account, each in an amount
not less than $500 (or, if less, the entire credit balance of his Account).
Notwithstanding the foregoing sentence, effective as of January 1, 2002, no
minimum distribution amount shall apply. The election to receive such a
distribution shall be made in writing in a form acceptable to the Administrator,
and delivered to the Administrator. A distribution pursuant to this Section 10.3
may not be repaid to the Plan.

     10.4 Notice of Death, Retirement or Termination of Service. As soon as
possible after the death, Retirement or other termination of service of a
Participant, the Administrator shall deliver to the Trustee a notice specifying
the name and address of the Participant (including, if applicable, any
designated or contingent Beneficiary) who is entitled to receive benefits under
the Plan, the time such benefits are to be paid, and the medium of payment.

     10.5 Direct Rollover Distributions. Notwithstanding any other provision of
the Plan, an Eligible Recipient may elect, at the time and in the manner
prescribed by the Administrator, to have all or any portion of an Eligible
Distribution paid to an Eligible Plan specified by the Eligible Recipient.

     As used in this Section 10.5, the terms set forth below have the following
meanings:

     "Eligible Distribution" means any distribution made from the Plan to an
Eligible Recipient, to the extent that it is includible in the Eligible
Recipient's gross income (or would be includible but for the exclusion of net
unrealized appreciation in employer securities), and is not required under
Section 401(a)(9) of the Code, unless the distribution is one of a series of
substantially equal periodic payments made no less frequently than annually over
a specified period of ten or more years, or the life or life expectancy of an
Eligible Recipient or the joint lives or joint life expectancies of the Eligible
Recipient and a designated beneficiary, any portion of any distribution which is
applied as a loan payment offset under the loan program referred to in Section
14.2, or the distribution consists of Employee Deferral Contributions or Special
Contributions and is made pursuant to Section 10.7.

     "Eligible Plan" means any of the following that agrees to accept an
Eligible Recipient's Eligible Distribution: an individual retirement account
described in Section 408(a) of the Code; an individual retirement annuity
described in Section 408(b) of the Code; and, for any Eligible Recipient other
than a Participant's surviving spouse, a qualified plan described in Section
401(a) of the Code or a qualified annuity described in Section 403(a) of the
Code.

     "Eligible Recipient" means a Participant, a Former Participant, the
surviving spouse of a deceased Participant or Former Participant or an alternate
payee under a Qualified Domestic Relations Order who is either the spouse or
former spouse of a Participant or Former Participant.

     10.6 Distribution under Qualified Domestic Relations Order. All rights and
benefits, including elections, provided to a Participant in this Plan shall


                                     - 35 -
<PAGE>


be subject to the rights afforded to any "alternate payee" under, and otherwise
generally to the provisions of, a "qualified domestic relations order" as those
terms are defined in Code Section 414(p). To the extent that the Plan treats a
former spouse of a Participant as the spouse of such Participant for purposes of
Code Sections 401(a)(11) and 417 pursuant to a qualified domestic relations
order, the actual spouse of such Participant shall not be treated as the spouse
of such Participant for such purposes. The Plan shall not be treated as failing
to meet its distribution restrictions which are included pursuant to Code
Sections 401(a) or (k) solely by reason of payments to an alternate payee
pursuant to a qualified domestic relations order. Solely for purposes of
distributing benefits to an alternate payee pursuant to a qualified domestic
relations order, the earliest retirement date of a Participant against whom such
order is enforceable shall be the date on which such order is determined to be
qualified.

     If an alternate payee is awarded all or a portion of a Participant's vested
Account pursuant to an order which is determined to be a qualified domestic
relations order, then, as of the valuation date next succeeding the date on
which the order is determined to be qualified domestic relations order (the
"Allocation Date"), the amount awarded to the alternate payee shall be
administered in accordance with the terms of the Plan and, unless provided
otherwise in the qualified domestic relations order, shall (i) be taken
proportionately from the assets of each investment fund (based on the ratio of
the Participant's fund balance to his total fund balances) and (ii) be taken
from the separate accounts of the Participant as determined pursuant to
procedures adopted from time to time by the Administrator in its sole discretion
and shall be allocated to and held in a separate account under the Plan in the
name of the alternate payee. If after being notified that the order is a
qualified domestic relations order, the alternate payee does not properly
request a distribution of the entire award prior to the Allocation Date (or, if
the alternate payee is notified of such determination after the Allocation
Date), then the portion of the award which is not subject to such a distribution
request shall, as of the Allocation Date (if administratively feasible), be
invested in the investment fund in which contributions of Participants who have
failed to make their contribution investment elections are invested until such
time as the alternate payee makes a valid account investment election. An
alternate payee shall be entitled to make an account investment election in the
same manner as a Participant or beneficiary under the Plan beginning with the
January 1st or July 1st next succeeding the Allocation Date, as soon as
administratively feasible following the Allocation Date. The separate account
shall be credited with any income, earnings, and other appreciation, as well as
losses and depreciation, attributable to the assets of such account. An
alternate payee may not select a joint and survivor annuity form of payment
based on the life of the alternate payee and the life of the alternate payee's
subsequent spouse.

     The portion of any account which has been awarded to an alternate payee
under a domestic relations order shall not be distributed, withdrawn, borrowed
or transferred during the period in which the qualified status of the order is
being determined and if necessary, such amounts shall be segregated, as required
by Code Section 414(p)(7), pursuant to procedures adopted from time to time in
the discretion of the Administrator.

     10.7 Hardship Distributions. The Administrator may instruct the Trustee to
distribute to a Participant who is experiencing hardship due to an immediate and
heavy financial need the amount necessary to satisfy that need, but not more
than the sum of (i) the credit balance of his Deferral Contributions Account as


                                     - 36 -
<PAGE>


of December 31, 1988, (ii) the aggregate amount of his Deferral Contributions
made after December 31, 1988, and (iii) the aggregate credit balance of his
vested Company Contributions Account as of the Valuation Date on which the
distribution is made, adjusted as necessary to reflect contributions allocated
and distributions made since the most recent prior Valuation Date and further
adjusted, if necessary, to reflect loans, distributions, including deemed
distributions offsets, and repayments pursuant to the Loan Program in Section
14.2. Hardship distributions shall be deemed to come first from a Participant's
Company Contributions Account, and then from his Deferral Contributions Account.
No hardship distribution may be made which would impair the collateral of the
Trustee for a loan to a Participant. The amount of an immediate and heavy
financial need may include any amounts necessary to pay any federal, state or
local income taxes or penalties reasonably anticipated to result from the
distribution. For purposes of this Section 10.7, a distribution will be
considered to be made on account of an immediate and heavy financial need only
if it is made on account of:

          (a) Costs directly related to the purchase of a dwelling unit to be
     used as a principal residence of the Participant (excluding mortgage
     payments); or

          (b) Payment of tuition and related educational fees for the next
     twelve months of post-secondary education for the Participant, his spouse,
     or dependents; or

          (c) Expenses for medical care described in Section 213(d) of the Code
     for the Participant, his spouse, children and dependents, or necessary for
     these persons to obtain such care; or

          (d) Payment necessary to prevent the eviction of the Participant from
     his principal residence or the foreclosure of a mortgage on the
     Participant's principal residence; or

          (e) Such additional circumstances as the Secretary of the Treasury
     shall announce from time to time in rulings of general application pursuant
     to the Income Tax Regulations issued under Section 401(k) of the Code.

     A Participant who requests a distribution pursuant to this Section 10.7
must represent to the Administrator that he is unable to meet his financial need
through reimbursement or compensation by insurance or otherwise, by reasonable
liquidation of his assets (including those of his spouse and minor children), by
cessation of Deferral Contributions, by other distributions or nontaxable loans
from benefit plans, or by borrowing from commercial sources on reasonable terms.
A Participant who receives a distribution pursuant to this Section 10.7 may not
make Deferral Contributions in the period of twelve calendar months immediately
following the distribution.

     10.8 Distribution of Excess Deferrals. Notwithstanding any other provision
of the Plan, Excess Deferral Amounts and income or loss allocable thereto
(including all earnings, expenses, and appreciation or depreciation in value,
whether or not realized) shall be distributed no later than each April 15 to
Participants who claim Excess Deferral Amounts for the preceding calendar year.


                                     - 37 -
<PAGE>


     "Excess Deferral Amount" means the amount of Deferral Contributions for a
calendar year that the Participant designates to the Plan pursuant to the
following procedure. The Participant's designation shall be submitted to the
Administrator in writing no later than March 1, shall specify the Participant's
Excess Deferral Amount for the preceding calendar year; and shall be accompanied
by the Participant's written statement that if the Excess Deferral Amount is not
distributed, it will when added to amounts deferred under other plans or
arrangements described in Section 401(k), 408(k) or 403(b) of the Code exceed
the limit imposed on the Participant by Section 402(g) of the Code for the year
in which the deferral occurred. A Participant who has an Excess Deferral Amount
for a taxable year, taking into account only his Deferral Contributions under
the Plan or any other plans of this employer, shall be deemed to have designated
the entire amount of such Deferral Contributions.

     The income or loss allocable to an Excess Deferral Amount for the preceding
calendar year shall be determined by

          (a) multiplying the income or loss allocated to the Participant's
     Deferral Contributions Account for the preceding calendar year by a
     fraction, the numerator of which is the Excess Deferral Amount and the
     denominator of which is the balance of the Participant's Deferral
     Contributions Account without regard to any income or loss occurring during
     the preceding calendar year; or

          (b) any other reasonable method that is actually used by the Plan for
     allocating income and loss to Participants' Accounts, provided that the
     method does not violate Section 401(a)(4) of the Code, and is used
     consistently for all Participants and for all corrective distributions with
     respect to a given Plan Year.

     10.9 Distribution of Excess Contributions. Notwithstanding any other
provision of the Plan, Excess Contributions and income or loss allocable thereto
(including all earnings, expenses and appreciation or depreciation in value,
whether or not realized) shall be distributed no later than the last day of each
Plan Year to Participants on whose behalf such Excess Contributions were made
for the preceding Plan Year.

     "Excess Contributions" shall mean the amount described in Section
401(k)(8)(B) of the Code. The income or loss allocable to Excess Contributions
for the preceding Plan Year shall be determined by

          (a) multiplying the income or loss allocated to the Participant's
     Deferral Contributions Account for the preceding Plan Year by a fraction,
     the numerator of which is the Excess Contributions on behalf of the
     Participant for the preceding Plan Year and the denominator of which is the
     balance of the Participant's Deferral Contributions Account without regard
     to any income or loss occurring during the preceding Plan Year; or

          (b) any other reasonable method that is actually used by the Plan for
     allocating income and loss to Participants' Accounts, provided that the
     method does not violate Section 401(a)(4) of the Code, and is used
     consistently for all Participants and for all corrective distributions with
     respect to a given Plan Year.


                                     - 38 -
<PAGE>


     The Excess Contributions which would otherwise be distributed to the
Participant shall be reduced by the amount of Excess Deferrals distributed to
the Participant. Amounts distributed under this Section 10.9 shall be treated as
distributions from the Participant's Deferral Contributions Account.

     10.10 Distribution of Excess Aggregate Contributions. Notwithstanding any
other provision of the Plan, Excess Aggregate Contributions and income or loss
allocable thereto (including all earnings, expenses, and appreciation or
depreciation in value, whether or not realized) shall be distributed no later
than the last day of each Plan Year to Participants to whose accounts Company
Contributions were allocated for the preceding Plan Year.

     "Excess Aggregate Contributions" shall mean the amount described in Section
401(m)(6)(B) of the Code. The income or loss allocable to Excess Aggregate
Contributions for the preceding Plan Year shall be determined by

          (a) multiplying the income or loss allocated to the Participant's
     Company Contributions Account for the preceding Plan Year by a fraction,
     the numerator of which is the Excess Aggregate Contributions on behalf of
     the Participant for the preceding Plan Year and the denominator of which is
     the balance of the Participant's Company Contributions Account without
     regard to income or loss occurring during the preceding Plan Year; or

          (b) any other reasonable method that is actually used by the Plan for
     allocating income and loss to Participants' Accounts, provided that the
     method does not violate Section 401(a)(4) of the Code, and is used
     consistently for all Participants and for all corrective distributions with
     respect to a given Plan Year.

     10.11 Withdrawals from Rollover Accounts. Subject to such reasonable and
nondiscriminatory rules as the Administrator may establish from time to time to
facilitate administration of the Plan, a Participant or Beneficiary may, by
giving notice to the Administrator of his intention to withdraw, at any time and
from time to time, withdraw all or any part of his Rollover Account. A
distribution of all or any part of a Rollover Account shall be made in
accordance with the provisions of this Article 10. The Administrator shall
direct the Trustee to make the distribution requested by the Participant or
Beneficiary as promptly as practicable.

     10.12 Distributions upon Plan Termination. The balances of Participants'
Accounts, including Deferral Contributions and income attributable thereto, may
be distributed to Participants or their beneficiaries as soon as
administratively feasible after the termination of the Plan, provided that
neither the Company nor an Affiliated Company maintains a successor plan.

     10.13 Cessation of Interest. The interest in the Plan and Trust of a
Participant or Beneficiary shall cease upon the delivery to him of a lump sum
distribution or the sum of all installments, as required by the Administrator in
its notice.

     10.14 Missing Persons. If a person entitled to benefits under the Plan
cannot be located after diligent search by the Administrator or the Trustee and


                                     - 39 -
<PAGE>


the whereabouts of such person continues to be unknown for a period of three
years, the Administrator or Trustee may determine that such person has died,
whereupon his benefits shall be distributed to the Beneficiary determined in
accordance with Article 8, or if no such Beneficiary can be determined or
located after reasonable efforts, the Administrator may determine that such
benefits are forfeited and the amount thereof shall be allocated as provided in
Section 5.2(c); provided, however, that such benefits shall be restored upon the
filing of a claim by the Participant or Beneficiary within the time prescribed
by applicable law or regulations.

     10.15 Mailing of Benefits. Whenever the Trustee is directed to make payment
or delivery of benefits in accordance with a notice of the Administrator,
mailing a check in the appropriate amount to the person or persons entitled
thereto at the address designated in such notice shall be adequate delivery by
the Trustee for all purposes.

     10.16 Minors and Incompetents. In the event that any benefit hereunder
becomes payable to a minor or to a person under legal disability or to a person
not judicially declared incompetent but who, by reason of illness or mental or
physical disability, is, in the opinion of the Administrator, unable properly to
administer such benefit, then the same shall be paid out in such of the
following ways as the Administrator deems best, and the Trustee, the
Administrator and the Company shall not incur any liability therefor: (a)
directly to such person; (b) to the legally appointed guardian or conservator of
such person; (c) to some relative or friend for the care and support of such
person; or (d) by the Administrator's using such benefit directly for such
person's care and support.

     10.17 Withdrawals by Certain Former Participants. Notwithstanding any
provision of the Plan to the contrary, any Former Participant who has terminated
employment with a Participating Employer and has not requested a distribution of
his benefits under Section 10.1 of the Plan shall be entitled to make a lump sum
withdrawal of some or all of his remaining benefit once per Plan Year, subject
to the minimum withdrawal requirements. The minimum withdrawal amount shall be
no less than the lesser of: (i) $1,000 or (ii) the remaining Account balance of
the Former Participant requesting the withdrawal on the date of the withdrawal.
The request for withdrawal shall be made to the Administrator on forms and
subject to rules established from time to time by the Administrator. Such rules
shall be applied on a non-discriminatory basis.


                                   ARTICLE 11

                           ADMINISTRATION OF THE PLAN

     11.1 Benefits Committee and Rules of Administration. The Administrator of
the Plan shall be the named fiduciaries designated pursuant to the "ABN AMRO WCS
Holding Company U.S. Employee Benefits Program Rules of Administration," acting
as and denominated the "ABN AMRO WCS Holding Company U.S. Employee Benefits
Committee" (the "Benefits Committee"). The powers, responsibilities and duties
of the Benefits Committee with respect to the Plan shall be as established under


                                     - 40 -
<PAGE>


the ABN AMRO WCS Holding Company U.S. Employee Benefits Program Rules of
Administration (the "Rules") as currently in effect and as hereafter amended.
The current Rules are annexed as Schedule C and made a part of the Plan. Any and
all amendments to such Rules are incorporated by reference as if fully set forth
herein. In addition to the powers granted to the Benefits Committee under the
Rules, the Benefits Committee shall have the powers granted under the Plan with
respect to the administration of the Plan.


                                   ARTICLE 12

                                     TRUSTEE

     12.1 Trust Agreement. The Trust Agreement is incorporated herein by this
reference. Each investment fund and the instruments, securities, accounts and
other property making up the investments in such fund shall be selected from
time to time in the sole discretion of the Trustee. The Trustee shall be the
sole owner, as trustee hereunder, of any assets in investment funds and shall
have the exclusive power to exercise all rights, privileges, options and
elections with respect thereto. In addition to the foregoing, and to its powers
and duties under the Trust Agreement, the Trustee shall have the power to:

          (a) Purchase and sell American Depositary Shares or American
     Depositary Receipts of ABN AMRO Holding N.V. (or shares of any other
     Employer Securities, as defined in Section 12.2(a), that the Trustee
     designates as available for Participant-directed investment) as the Trustee
     deems appropriate to comply with any investment direction from a
     Participant involving the investment in, or disinvestment from, the
     Employer Securities Fund (as defined in Section 12.2(a)).

          (b) Appoint, in its discretion, a Limited Co-Trustee or Limited
     Co-Trustees for the purposes set forth in, and in accordance with, Section
     12.2(b)(ii).

     12.2 Investment of Trust Fund. The Trustee shall invest the assets of the
Trust Fund in accordance with the provisions of the Trust Agreement and this
Section 12.2:

          (a) Notwithstanding any other provision of the Plan, however, cash and
     other assets (including, if applicable, promissory notes representing plan
     loans) received by the Plan as a result of (i) a spin off or (ii) a merger
     of assets previously held under another qualified employee benefit plan (a
     "Certain Prior Plan") which were allocated to a particular investment fund
     under such Certain Prior Plan (the "Certain Prior Plan Fund") shall
     initially be invested in the particular investment fund under the Plan as
     determined in the sole discretion of the Administrator. Further, and
     notwithstanding any other provision of the Plan, a Participant's or other
     individual's right to direct the investment of (i) the assets previously
     invested in a Certain Prior Plan Fund and (ii) at the discretion of the
     Administrator, any other assets previously invested under the Plan and/or a
     Certain Prior Plan, may be suspended, at or about the time at which the
     assets of such Certain Prior Plan are merged into the Plan (or transferred
     to the Plan pursuant to an applicable spin-off), for a period of time
     determined in the sole discretion of the Administrator.


                                     - 41 -
<PAGE>


          Pursuant to such rules as the Administrator may establish, a
     Participant or Beneficiary may direct the Trustee to invest amounts
     contributed for his Account in any one or more investment media approved or
     announced from time to time in writing by the Administrator as being
     available under the Plan, including loans to Participants as provided
     pursuant to Section 14.2 and a fund which invests primarily in qualifying
     employer securities, as defined in ERISA ("Employer Securities Fund"). For
     purposes of establishing and maintaining the Employer Securities Fund, the
     Trustee is authorized to invest as much as one hundred percent (100%) of
     the assets of the Employer Securities Fund in qualifying employer
     securities, as defined in ERISA ("Employer Securities"). Employer
     Securities, include, but are not limited to, American Depositary Shares or
     American Depositary Receipts issued by ABN AMRO Holding N.V. or an
     affiliate (as defined in Section 407(d)(7) of ERISA). The Administrator
     may, in its discretion, permit such elections to be in writing, or by
     telephone with a representative or a voice response unit, or through the
     Internet or other electronic means subject to the following rules and
     conditions:

               (i)   The Administrator shall from time to time establish and
          announce in writing reasonable rules and regulations concerning the
          number of investment media into which a Participant or Beneficiary may
          direct that portions of any single contribution be invested, the
          minimum dollar amount that may be invested in any single medium, the
          intervals at which a Participant or Beneficiary may change his
          investment directions as to future contributions, and the intervals at
          which a Participant or Beneficiary may change his directions as to the
          future investment of amounts then credited to his Account. Nothing
          herein shall be construed to require the Trustee to carry out any
          direction which would result in a prohibited transaction under Section
          406 of ERISA or Section 4975 of the Code or would generate income
          taxable to the Plan, and the Trustee may decline to carry out any
          direction which could create a fiduciary liability for the Trustee
          which would not otherwise exist.

               (ii)  Subject to the rules announced in accordance with
          subsection (i), each Participant's or Beneficiary's investment
          directions shall be completed and transmitted to the Trustee before
          such directions are to become effective, and shall thereafter control
          the investment of his Account until he submits a subsequent direction.
          The Trustee shall, upon his request, give a Participant or Beneficiary
          written confirmation of his investment directions. Subject to the
          rules announced in accordance with subsection (i), each Participant or
          Beneficiary may give investment directions effective as of each April
          1, July 1, October 1, and January 1.

               (iii) Amounts received by the Trustee for a Participant's or
          Beneficiary's Account shall be invested as promptly as practicable
          after their receipt by the Trustee in the medium directed by the
          Participant or Beneficiary. Any distribution thereon which is received
          in cash shall be applied as soon as practicable to the purchase of
          additional interests in the directed medium. Any distribution thereon


                                     - 42 -
<PAGE>


          which is received in any form of property other than additional shares
          or other evidences of interest in the directed medium itself shall be
          converted to cash as soon as practicable, and reinvested in additional
          interests in the directed medium. Notwithstanding the preceding
          sentence, if for any reason it proves impracticable in the opinion of
          the Trustee to convert any such increment promptly into cash, then the
          Trustee may in its sole discretion determine the method and time of
          sale, disposition, use, application or conversion of the same,
          provided that Accounts are credited with their proportionate interests
          therein as prescribed in Article 6.

               (iv)  In the event that a Participant or Beneficiary fails to
          direct the Trustee as to the investment of an amount to be credited to
          his Account, the Trustee shall invest that amount in accordance with a
          standing direction from the Participant or Beneficiary, or if there is
          no such standing direction, the Trustee in its sole discretion shall
          determine the manner of its investment until the Participant or
          Beneficiary provides proper direction.

               (v)   The Trustee shall have no liability or responsibility for
          any loss or expense to any Participant's or Beneficiary's Account(s)
          resulting from any investment made in accordance with the directions
          of the Participant or Beneficiary.

               (vi)  Any income, gain, loss or expense realized by a
          Participant's or Beneficiary's Account, and any brokerage commissions
          associated with a Participant's or Beneficiary's Account shall be
          allocated to his Account and shall not be shared by or allocated to
          any other Participant's or Beneficiary's Account. The Plan may charge
          each Participant's or Beneficiary's Account with the reasonable
          expenses of carrying out the Participant's or Beneficiary's
          directions.

          (b) Employer Securities Fund. If, at any time, a fund offering
     "qualifying employer securities" as such term is defined in ERISA Section
     407(d)(5) ("Employer Securities Fund") is available under the Plan for
     investment of a Plan Participant's or Beneficiary's Account, this Section
     12.2(b) shall apply. Up to 100% of the Employer Securities Fund may be
     invested in "qualifying employer securities," as defined in the
     immediately-preceding sentence ("Employer Securities"). If any Employer
     Securities are acquired from, or sold to, a party-in-interest, as defined
     in ERISA Section 3(14), no commission shall be paid.

               (i)   Use of Unitized Fund. If an Employer Securities Fund is
          established on a unitized basis (i.e., Accounts are credited with
          units of the investment fund and each such unit represents an
          undivided interest in the Employer Securities and other property held
          in such investment fund), the Trustee shall establish uniform,
          non-discriminatory rules regarding the manner in which each
          Participant's interest in such unitized investment fund shall be
          treated as full or fractional shares of the Employer Securities and
          other property held by the Trustee in such investment fund for
          purposes of the Plan. Under these circumstances, any Plan provisions
          dealing with the allocation of Employer Securities to the Account of
          any Participant shall be interpreted to mean the allocation of the
          appropriate number of units in the Employer Securities Fund.


                                     - 43 -
<PAGE>


               (ii)  Limited Co-Trustee.

                    (a) The Trustee, in its discretion, may appoint a Limited
               Co-Trustee which shall have the limited and exclusive powers set
               forth below in this Section 12.2(b)(ii). The Limited Co-Trustee
               may be an institutional trustee, such as a bank or trust company,
               that is unaffiliated with any Company. The Limited Co-Trustee may
               also be a group of three individuals selected by the Trustee to
               act together, as provided herein, as the Co-Trustee. The Trustee
               shall have the power to appoint or remove a Limited Co-Trustee or
               otherwise fill any vacancy in the office of the Limited
               Co-Trustee. The Limited Co-Trustee shall have only the following
               limited and exclusive powers:

                         (1) To exercise any and all rights, powers,
                    responsibilities and duties (whether or not discretionary)
                    of the Trustee with respect to the voting of any Employer
                    Securities.

                         (2) To take any and all other action relating to the
                    Employer Securities Fund that the Trustee does not, from
                    time to time, reserve to itself.

                    (b) If a group of individuals is acting, collectively, as
               the Limited Co-Trustee, such individuals shall act by majority
               vote, with or without a meeting. In the event of any vacancy in
               the office of the Limited Co-Trustee, the remaining individuals
               holding such office of Limited Co-Trustee shall have the power to
               act as the Limited Co-Trustee until the vacancy is filled. Any
               individual, while acting with other individuals in the office of
               the Limited Co-Trustee, who dies, or for a period of ninety (90)
               consecutive days becomes incapacitated so as to be unable to
               perform the duties of such office, shall automatically cease to
               hold such office. Any individual, while acting with other
               individuals in the office of the Limited Co-Trustee, who is also
               an Employee and who terminates employment with an Affiliated
               Company shall automatically cease to hold such office. Any
               determination by two individuals acting in the office of the
               Limited Co-Trustee that the other individual acting in such
               office has become incapacitated, as aforesaid, shall be
               conclusive. Any Limited Co-Trustee (or any individual acting with
               others in the office of the Limited Co-Trustee) may, by filing a
               written resignation with the Trustee (and with the other
               individuals acting in the office of the Limited Co-Trustee, if
               any), resign at any time.


                                     - 44 -
<PAGE>


               (iii) Voting of Employer Securities. Notwithstanding any other
          provision of the Plan or Trust, each Participant shall have the right
          to direct the Trustee, (or, if applicable, the Limited Co-Trustee) as
          to the manner in which Employer Securities allocated to his Account
          shall be voted. Fractional shares allocated to Accounts may be voted
          by each Participant, and the Trustee (or, if applicable, the Limited
          Co-Trustee) shall total all fractional votes of all Participants who
          have directed the Trustee (or, if applicable, the Limited Co-Trustee)
          to vote such shares in the same manner, and shall cast the largest
          number of full votes possible from the total of fractions. Any
          remaining fraction shall be disregarded. The Trustee (or, if
          applicable, the Limited Co-Trustee), in its discretion, may engage an
          agent to receive instructions from Participants. The issuer of the
          applicable Employer Securities (the "Issuer") or the appropriate
          representative, agent or delegate of the Issuer (the "Representative")
          shall notify the Trustee (or, if applicable, the Limited Co-Trustee)
          and Participants when voting rights should be exercised and shall
          furnish the Trustee (or, if applicable, the Limited Co-Trustee) and
          Participants with information similar to that furnished to other
          shareholders of the securities which constitute Employer Securities,
          and within the time periods required by law (or the applicable
          articles of incorporation, bylaws or other comparable governing rule
          or document) for other shareholders. The Issuer or Representative
          shall furnish to Participants a form of proxy upon which voting
          instructions shall be given by Participants directly to the Trustee
          (or, if applicable, the Limited Co-Trustee), and the Trustee (or, if
          applicable, the Limited Co-Trustee) shall vote the shares allocated to
          each Participant's Account in accordance with the instructions of such
          Participant. The Trustee (or, if applicable, the Limited Co-Trustee),
          in its discretion, may engage an agent to receive voting instructions
          from Participants. The Trustee (or, if applicable, the Limited
          Co-Trustee) shall vote, either directly or by proxy, allocated shares
          for which it has not received directions and any shares which have not
          yet been allocated to the Accounts of Participants in the same
          proportion as shares for which voting directions are received from
          Participants, provided, in all events, that such proportionate voting
          does not violate the Trustee's (or, if applicable, the Limited
          Co-Trustee's) fiduciary duty under the Plan to act exclusively in the
          best interests of the Participants and their Beneficiaries.

               (iv)  Rights, Warrants or Options. Stock rights (including
          warrants and options) issued with respect to Employer Securities shall
          be exercised by the Trustee (or, if applicable, the Limited
          Co-Trustee) on behalf of Participants to the extent that cash is
          available. Rights which cannot be exercised due to lack of cash in the
          Employer Securities Fund shall be sold and the proceeds invested in
          Employer Securities, subject to rules established by the Trustee (or,
          if applicable, the Limited Co-Trustee) governing the Employer
          Securities Fund.


                                     - 45 -
<PAGE>


               (v)   Tender Offers.

                    (a) Rights of Participants. Notwithstanding any other
               provision of the Plan or Trust, in the event that an offer is
               made generally to the shareholders of the Issuer, including any
               Limited Co-Trustee, to transfer all or a portion of the
               securities of the Issuer in return for valuable consideration,
               including, but not limited to, offers regulated by Section 14 of
               the Securities Exchange Act of 1934, as amended, each Participant
               for whose account shares of Employer Securities are held shall
               have the right to determine whether the shares credited to his
               Account shall be tendered. The foregoing rights shall be
               applicable to each Participant, irrespective of whether or not
               his Account is vested. Each Participant also shall have the
               right, to the extent permitted by the terms of the tender offer
               or applicable law, to direct the withdrawal of such shares from
               the tender. A Participant shall not be limited as to the number
               of instructions to tender or withdraw that he may give. All
               rights granted to Participants in this paragraph are subject to
               compliance with rules established by the Trustee (or, if
               applicable, the Limited Co-Trustee) pursuant to paragraph (c)
               hereof.

                    (b) Duties of the Issuer or Representative. The Issuer or
               Representative shall be responsible for communicating the terms
               of any offers described in paragraph (a) above to Participants
               and for providing a means by which each Participant may provide
               instructions directly to the Trustee (or, if applicable, the
               Limited Co-Trustee) with respect to his shares. In connection
               therewith, as soon as practicable after the commencement of any
               tender offer, the Issuer or Representative shall provide to each
               Participant in the Plan:

                         (1) The offer to purchase, as distributed by the
                    offeror to the shareholders of the Issuer,

                         (2) A statement of the number of shares of Employer
                    Securities allocated to the Participant's Account (vested
                    and nonvested), based upon the most recent information
                    available to the Issuer or Representative, and

                         (3) Directions as to the means by which a Participant
                    may give instructions with respect to the tender of shares
                    credited to his Account.


                                     - 46 -
<PAGE>


               The Issuer or Representative shall establish and pay for a means
               by which Participants may expeditiously deliver directly to the
               Trustee (or, if applicable, the Limited Co-Trustee) instructions
               with respect to the shares allocated to their Accounts. The
               instructions from Participants received by the Trustee (or, if
               applicable, the Limited Co-Trustee) shall be held by the Trustee
               (or, if applicable, the Limited Co-Trustee) in strict confidence
               and shall not be divulged or released to any person, including
               officers or employees of the Issuer or any affiliate of the
               Issuer.

                    (c) Duties of the Trustee. The Trustee, (or, if applicable,
               the Limited Co-Trustee) shall follow the instructions of
               Participants pursuant to paragraph (a) above. The Trustee (or, if
               applicable, the Limited Co-Trustee), in its discretion, may
               engage an agent to receive instructions from Participants. The
               Trustee (or, if applicable, the Limited Co-Trustee) shall
               establish, on the basis of its ability to comply with the terms
               of the tender offer, a reasonable time or times after which it
               will not accept such instructions and such other rules as it may
               deem appropriate. Allocated shares for which instructions are not
               received from Participants and shares which have not yet been
               allocated to the Accounts of Participants shall be tendered in
               the same proportion as shares of Employer Securities for which
               instructions are received from Participants have been tendered,
               provided, in all events, that such proportionate tender does not
               violate the Trustee's (or, if applicable, the Limited
               Co-Trustee's) fiduciary duty under the Plan.

          (vi) Named Fiduciary Status. Each Participant in the Plan is hereby
     designated as a "named fiduciary" within the meaning of Section 403(a)(1)
     of ERISA with respect to voting and tender offer decisions relating to
     shares of Employer Securities allocated to such Participant's Account, and
     as to any shares for which directions are not received from Participants or
     which have not yet been allocated to the Accounts of Participants, to the
     extent that his voting or tender offer decisions affect the Trustee's (or,
     if applicable, the Limited Co-Trustee's) voting or tender (or the failure
     to tender) of such shares.

          (vii) Reinvestment of Dividends. Dividends paid on Employer Securities
     shall be allocated to Participants' Accounts in a uniform manner determined
     by the Trustee.


                                     - 47 -
<PAGE>


     12.3 Trustee's Accounts. The assets of the Trust Fund shall be valued at
their fair market value annually by the Trustee as of the last day of each Plan
Year, and such other Valuation Dates as may be designated by the Administrator,
and the values reported to the Company and the Administrator, together with a
statement of receipts and disbursements for the preceding Plan Year and such
other information regarding the Trust Fund as the Company may request.

     12.4 Trustee's Records. The Trustee shall keep and maintain records under
the direction of the Administrator which shall accurately disclose at all times
the state of the Trust Fund.

     12.5 Trustee's Liability. The Trustee shall not be responsible for the
validity of the Plan or Trust Agreement, nor for the adequacy of the Trust Fund
to meet the obligations hereunder, but shall be accountable only for funds paid
to it under the Trust Agreement.

     12.6 Trustee's Compensation and Expenses. The Trustee shall be entitled to
reimbursement for its reasonable expenses incurred hereunder. An individual
serving as Trustee who is also a full-time Employee of the Company shall not be
compensated for his or her services as Trustee, save as his or her compensation
as an Employee may be such compensation. Other individuals and any corporation
or trust company serving as a Trustee shall be entitled to compensation for its
services in such amount as the Company and such Trustee may agree upon from time
to time. Such reimbursement or compensation due a Trustee, if not paid by the
Company, shall constitute a charge upon the Trust Fund.


                                   ARTICLE 13

                            AMENDMENT AND TERMINATION

     13.1 Right to Amend or Terminate. The Company reserves the right at any
time and from time to time to amend the Plan or the Trust, or terminate the Plan
or the Trust, by execution of an appropriate instrument by a duly authorized
officer of the Company, which authorization may be extended by ratification as
well as by action in advance. The Company shall deliver to the Trustee a copy of
any such amendment or a notice of termination executed by an officer thereunto
duly authorized. The foregoing notwithstanding, the Company shall have no power
to amend or terminate the Plan or the Trust in such manner as would:

          (a) Increase the duties or liabilities of the Trustee without the
     written consent of the Trustee;

          (b) Cause or permit any of the Trust assets to be diverted to purposes
     other than the exclusive benefit of the Participants or their Beneficiaries
     and defraying the reasonable expenses of administering the Plan and the
     Trust;

          (c) Cause any reduction in the amount theretofore credited to any
     Participant or Beneficiary or eliminate any optional form of benefit with
     respect to benefits attributable to service before the amendment; or


                                     - 48 -
<PAGE>


          (d) Cause or permit any portion of the Trust assets to revert to or
     become the property of the Company, except as provided in Section 1.2.

     13.2 Permanence of Plan. The Company has established the Plan with the bona
fide intention and expectation that the Company will be able to make
contributions indefinitely, but the Company is not and shall not be under any
obligation or liability whatsoever to maintain the Plan (or the Trust) for any
given length of time and may in its sole and absolute discretion terminate the
Plan (or the Plan and Trust) or discontinue its contributions hereunder at any
time without any liability whatsoever for such termination or discontinuance.

     13.3 Termination of Plan or Plan and Trust. Unless the Plan and Trust be
sooner terminated pursuant to (a) or (b) below, the Plan and, if so directed by
the Company, the Trust shall terminate upon delivery to the Trustee of a notice
of termination executed on behalf of the Company specifying the date as of which
the Plan (or the Plan and Trust) shall terminate. The preceding sentence
notwithstanding, both the Plan and the Trust shall automatically terminate upon
the happening of either of the following events:

          (a) adjudication of the Company as a bankrupt or general assignment by
     the Company to or for the benefit of creditors; or

          (b) dissolution of the Company.

     In the event of the bankruptcy, liquidation or dissolution of the Company,
the Plan shall be deemed terminated.

     13.4 Vesting on Termination or Partial Termination of Plan or
Discontinuance of Contributions. The Company shall notify the Trustee in writing
if it shall permanently discontinue contributions hereunder. Notwithstanding any
other provisions of the Plan, if the Plan is terminated or if the Company shall
permanently discontinue contributions hereunder (irrespective of whether the
Trust shall be terminated), the interests of all Participants in the Plan and
Trust shall become fully vested and nonforfeitable as of the date of such
termination or such discontinuance. Upon the partial termination of the Plan
with respect to a group of Participants, Former Participants or Beneficiaries,
the interests of all such Participants, Former Participants or Beneficiaries in
the Plan and Trust shall become fully vested and nonforfeitable as of the date
of such partial termination.

     13.5 Successor to Business of Company. Unless the Plan and Trust be sooner
terminated, a successor to the business of the Company, by whatever form or
manner resulting, may continue the Plan and Trust with respect to the successor
entity by executing appropriate supplementary instruments, and such successor
shall thereupon succeed to all the rights, powers, and duties of the Company
hereunder. The employment of any Employee who has continued in the employ of
such successor shall not be deemed to have been terminated or severed for any
purpose hereunder if any such supplemental instrument so provides.

     13.6 Liquidation of Trust. In the event of the termination of the Plan or
the complete discontinuance of contributions by the Company, or in the event of
the partial termination of the Plan with respect to a group of Participants, the
Administrator shall direct the Trustee to:


                                     - 49 -
<PAGE>


          (a) reduce to cash such part or all of the Trust Fund as the Company
     may deem appropriate;

          (b) pay the liabilities, if any, of the Trust;

          (c) value the remaining assets of the Trust as of the date of
     termination, partial termination or discontinuance; and

          (d) allocate any previously unallocated assets and adjust the Account
     balances as provided in Article 6.

In the event the Trust is also terminated, the Company shall also direct the
Trustee to distribute the assets of the Trust in cash or in kind or partly in
cash and partly in kind in liquidation to and among the persons having an
interest in the Trust in proportion to the amounts standing to the credit of
their respective Accounts as of the termination date. If the Trust is not
terminated, the Company shall so notify the Trustee and the Trustee shall
continue to administer the Trust Fund as provided in this Plan and the Trust
Agreement.

     13.7 Merger or Consolidation of Plan. In the case of any merger or
consolidation of the Plan with, or transfer of assets or liabilities of the Plan
to, any other plan, the value of the benefits to which each Participant or
Beneficiary would become entitled if the resulting or transferee plan were
terminated immediately after such merger, consolidation or transfer must equal
or exceed the value of the benefits to which such Participant or Beneficiary
would have been entitled had the Plan been terminated immediately prior to such
merger, consolidation or transfer of assets.

                                   ARTICLE 14

                          SPENDTHRIFT PROVISION; LOANS

     14.1 Alienation Prohibited. The beneficial interest in the Trust of a
Participant or Beneficiary shall not be assignable or subject to attachment or
receivership, nor shall it pass to any trustee in bankruptcy or be reached or
applied by any legal process for the payment of any obligations of the
Participant or Beneficiary; provided, however, that the rule just stated shall
not apply in the case of any Qualified Domestic Relations Order, nor to any loan
pursuant to Section 14.2 nor to any offset of a Participant's or Beneficiary's
benefits provided under the Plan against an amount that such person is ordered
or required to pay the Plan if:

          (a) The order or requirement to pay arises:

               (i)   under a judgment of conviction for a crime involving the
          Plan;

               (ii)  under a civil judgment (including a consent order or
          decree) entered by a court in an action brought in connection with a
          violation (or alleged violation) of Part 4 of Subtitle B of Title I of
          ERISA; or


                                     - 50 -
<PAGE>


               (iii) pursuant to a settlement agreement between the Secretary of
          Labor and such person in connection with a violation (or alleged
          violation) of Part 4 of Subtitle B of Title I of ERISA by a fiduciary
          or any other person; and

          (b) The judgment, order, decree or settlement agreement expressly
     provides for the offset of all or part of the amount ordered or required to
     be paid to the Plan against the Participant's or Beneficiary's benefits
     provided under the Plan.

     14.2 Loans to Participants. A Loan shall be made only to a Participant who
is an Employee employed by a Participating Employer. Upon application of a
Participant, the Administrator may, but shall in no case be required to, direct
the Trustee to make a loan from the Trust, in an amount specified by the
Administrator, to such Participant, subject to the following conditions:

          (a) Maximum Principal Amount. The maximum principal balance at any
     time outstanding on a loan originated, when added to the principal balance
     of any loan to the Participant then outstanding, shall not exceed the
     lesser of (i) $50,000, reduced by the excess, if any, of the highest
     outstanding principal balance of loans from the Plan and from all other
     qualified plans of the Affiliated Companies to the Participant during the
     period of one year ending on the day preceding the origination of the loan
     under consideration, over the outstanding principal balance of such loans
     on the day preceding the origination of the loan under consideration, or
     (ii) the greater of $10,000 or fifty percent of the account balance in
     which the Participant is vested.

          (b) Minimum Principal Amount. The minimum principal amount of any loan
     is $1,000.

          (c) Duration. The repayment period of any loan shall be no less than
     six months and no more than five years.


          (d) Promissory Note. Each loan shall be evidenced by such
     documentation as the Administrator shall require.

          (e) Security. Each loan shall be secured by the assignment of fifty
     percent of the Participant's vested account balance.

          (f) Repayment Method. A loan to a Participant shall be repaid by
     substantially level payroll deductions made in every pay period at least
     quarterly. A loan repayable by payroll deductions may provide for a change
     in its terms in the event that the borrower ceases to be paid by the
     Company.

          (g) Interest Rate. The loan shall bear interest at the prime rate most
     recently determined by the Administrator, plus two percent, or such other
     rate as determined by the Administrator.

          (h) Plan Accounting. The distribution of the proceeds of a loan shall
     be charged solely against the Account of the Participant, and all
     repayments of principal and interest shall be credited solely to the


                                     - 51 -
<PAGE>


     Participant's Account. The unpaid principal balance of a loan shall be
     reflected as a receivable for the Participant's Account. The Participant
     must pay the administrative expenses incurred by the Trustee and the
     Administrator in connection with a loan, in the amount of $50 or such other
     amount as established by the Administrator, and any such expenses not paid
     directly by the Participant may be charged against his Account.

          (i) Number of Loans Outstanding. A Participant shall have only one
     loan outstanding at one time, and the Administrator shall not make a loan
     to a Participant until a period of at least three months has passed from
     the time any previous loan was retired. Notwithstanding the
     immediately-preceding sentence, effective as of January 1, 2002, a
     Participant may have a total of two loans outstanding during any calendar
     quarter, and the three-month waiting period does not apply.

          (j) Death of Borrower. The death of the borrower shall terminate the
     loan. The unpaid principal and interest due and owing on the date of the
     borrower's death shall be offset against the borrower's Account. No
     payments shall be permitted after the borrower's death. The tax
     consequences of the offset shall be reported to the borrower's estate and
     not to the beneficiary of the Account.

          (k) Default. The Administrator shall promptly notify the Trustee of
     any default in repayment of a loan. The Trustee shall foreclose on the
     security for a loan in default at the later of the date of the default or
     the first date on which Article 10 permits a distribution to be made to the
     Participant. Foreclosure shall consist of the distribution to the borrower
     of his promissory note. The Administrator and the trustee may take this
     step without advance notice to the borrower.

          (l) Compliance with USERRA. Loan repayments will be suspended under
     the Plan as permitted under Section 414(u)(4) of the Code. The provision
     shall be effective as of the effective date of the Uniformed Services
     Employment and Reemployment Rights Act of 1994, as amended from time to
     time, with respect to the Plan.

          (m) Subject to the foregoing provisions of this Section 14.2, the
     Administrator shall from time to time establish the terms and conditions on
     which loans will be made. However, in making its determination with respect
     to eligibility for loans, the Administrator shall adopt and follow uniform
     and nondiscriminatory rules so that loans are available to all Participants
     on a reasonably equivalent basis. The Administrator's determination in all
     such matters shall be final and binding.


                                   ARTICLE 15

                      SPECIAL TAX QUALIFICATION PROVISIONS

     15.1 Affiliated Companies. For all purposes of the Plan except for Section
6.4, "Affiliated Companies" shall mean the Company and all corporations,
partnerships, trades or businesses (whether or not incorporated) which


                                     - 52 -
<PAGE>


constitute a controlled group of corporations with the Company, a group of
trades or businesses under common control with the Company or an affiliated
service group, within the meaning of Section 414(b), Section 414(c), Section
414(m), or Section 414(o) respectively, of the Code. For purposes of the
limitation on contributions set forth in Section 6.4, "Affiliated Companies"
shall mean the Company and all corporations, partnerships, trades or businesses
(whether or not incorporated) which constitute a controlled group of
corporations with the Company or a group of trades or businesses under common
control with the Company, within the meaning of Section 414(b) or Section 414(c)
of the Code, as modified by Section 414(o) and Section 415(h) of the Code, or
which constitute an affiliated service group within the meaning of Section
414(m) of the Code.

     In furtherance and not in limitation of the other provisions of the Plan,
for each Plan Year in which the Company is one of the Affiliated Companies, all
service of an Employee with any one or more of the Affiliated Companies shall be
treated as employment by the Company for purposes of determining the Employee's
Hours of Service, eligibility to participate in the Plan, Years of Service and
limitations on contributions in Section 6.4. Service of an individual for an
employer which becomes an Affiliated Company during his employment shall be
treated as employment by the Company from and after the date on which such an
employer becomes an Affiliated Company. The transfer of employment by an
Employee to another Affiliated Company shall not be a Retirement or other
termination of employment for purposes of the Plan; provided, however, that
contributions under the Plan relating to any such Employee shall be allocated to
his Account only with respect to his Compensation from the Company.

     An Affiliated Company may become a Participating Employer with respect to
the Plan and Trust by appropriate designation of ABN AMRO WCS Holding Company or
its successor in interest, if applicable ("WCS"), in which case the terms and
conditions of the Plan relating to contributions and benefits shall apply to
such a Participating Employer as though it were WCS, and to its employees as
though they were on the employee payroll of WCS. Notwithstanding the foregoing,
however, all powers reserved to the Company in Articles 11 and 12 and Section
13.1 and Schedule C of the Plan shall rest exclusively with WCS.

     15.2 Top-Heavy Plan Requirements. Notwithstanding any other provisions of
the Plan, the following provisions shall apply to any Plan Year for which the
Plan is determined to be a "top-heavy plan" within the meaning of Section 416 of
the Code.

          (a) The Plan will be considered a top-heavy plan for the initial Plan
     Year if as of the last day of such Plan Year, and for any subsequent Plan
     Year if as of the last day of the preceding Plan Year (the "Determination
     Date") (i) the total credit balance of the Accounts of Participants who are
     "key employees" (as defined in Section 416(i)(1) of the Code) exceeds sixty
     percent of the total credit balance of the Accounts of all Participants
     (the "sixty percent test") or (ii) the Plan is part of a "required
     aggregation group" (as hereinafter defined) which is top-heavy. However,
     notwithstanding the results of the sixty percent test, the Plan shall not
     be considered a top-heavy plan for any Plan Year in which the Plan is part
     of any aggregation group (within the meaning of Section 416(g) of the Code)
     which is not top-heavy.

          (b) An aggregation group is a group of tax qualified retirement plans
     maintained by any Affiliated Company or Companies. A required aggregation


                                     - 53 -
<PAGE>


     group includes each such plan in which a key employee participates, and
     each other plan which enables any plan in which a key employee participates
     to meet the requirements of Section 401(a)(4) or Section 410 of the Code. A
     permissive aggregation group includes the required aggregation group plus
     any other plan or plans which, when considered with the required
     aggregation group, satisfy the requirements of Section 401(a)(4) and
     Section 410 of the Code, and which the Administrator has designated as a
     permissive aggregation group. All plans in any aggregation group must have
     the same Determination Date. An aggregation group shall be considered
     top-heavy if, treating all of the plans in the aggregation group as a
     single plan, the single plan would be top-heavy under the sixty percent
     test.

          (c) For purposes of determining whether the Plan or any aggregation
     group is top-heavy under the sixty percent test, the following rules shall
     apply: (1) the credit balance of the Accounts of Participants shall be
     increased by the aggregate distributions made with respect to any
     Participant during the five year period ending on the Determination Date,
     (2) there shall not be taken into account the Account balance of any
     Participant who on the Determination Date is not a key employee but who was
     a key employee in a prior Plan Year, and (3) there shall not be taken into
     account the Account balance of any individual who has not received within
     the five years preceding the Determination Date any compensation (other
     than benefits under the Plan) from any Affiliated Company which has adopted
     the Plan within the five years preceding the Determination Date.

          (d) Notwithstanding Section 6.2, the Company's contribution, if any,
     shall be allocated among the Accounts of Participants in a manner such that
     the Account (including the Participant's account in all other qualified
     retirement plans maintained by Affiliated Companies) of each Participant
     who is a "non-key employee" (as defined in Section 416(i)(2) of the Code)
     shall receive an amount equal to at least three percent of the
     Participant's Section 415 Compensation for such Plan Year (or, if less, the
     largest percentage of Section 415 Compensation provided on behalf of any
     Participant who is a key employee for that Plan Year) or five percent of
     the non-key employee's Section 415 Compensation for the Plan Year in the
     event the non-key employee is a participant in both a defined benefit plan
     and a defined contribution plan, and such minimum contribution shall be
     allocated to the Accounts of each Participant for the year other than one
     who is no longer an Employee on the last day of the year regardless of his
     or her Hours of Service within the year. All Deferral Contributions shall
     be taken into account in satisfying the provisions of this subsection (d).

          (e) If (1) the Plan would be considered a top-heavy plan if a "ninety
     percent test" were utilized under subsection (a) above or (2) if Company
     contributions (together with any available forfeiture amounts) do not
     produce an allocation to the Account of each Participant who is a non-key
     employee equal in value to at least seven and one-half percent of the
     Participant's Compensation, then, in calculating the denominators of the
     Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction in
     accordance with Section 6.4, the factor "1.0" shall be substituted for
     "1.25."


                                     - 54 -
<PAGE>


          (f) The minimum benefit requirements of subsections (d) and (e) above
     shall be reduced or offset, as determined by the Administrator in
     accordance with applicable regulations of the Treasury Department, to the
     extent contributions or benefits otherwise meeting the requirements of this
     Article 15 are accrued for a non-key employee under any one or more other
     qualified plans maintained by the Affiliated Companies.


                                   ARTICLE 16

                                  MISCELLANEOUS

     16.1 Rights of Employees. The adoption and maintenance of the Plan and
Trust shall not be deemed to be a contract between the Company and any Employee.
Nothing herein contained shall be deemed to give any Employee the right to be
retained on the payroll of WCS or to diminish the right of a Company to
discharge any Employee at any time, nor shall it be deemed to give WCS the right
to require any Employee to remain on its payroll or interfere with the
Employee's right to terminate his employment at any time.

     16.2 Obligation of the Company. All benefits payable under the Plan shall
be paid or provided for solely from the Trust, and neither the Company nor the
Trustee assumes any personal liability or responsibility therefor.

     16.3 Action by the Company. Whenever, under the terms of the Plan, the
Company is permitted or required to do or perform any act or thing, it shall be
done or performed by an officer (or such officer's delegate) thereunto duly
authorized by the Company.

     16.4 Construction. The provisions of the Plan shall be construed and
administered under, and governed by, the laws of the State of Illinois, to the
extent not preempted by ERISA. The masculine gender shall include both sexes;
the singular shall include the plural and the plural the singular, unless the
context otherwise requires. In any questions of interpretation or other matter
of doubt, the Trustee, Administrator, and the Company may rely upon the legal
opinion of counsel for the Company or any other attorney at law designated by
the Company.

     16.5 Liability of Company. The only duty of the Company hereunder shall be
to use reasonable care in the selection of the Administrator and the Trustee.
Subject only to any applicable indemnification provisions of Schedule C, neither
the Company nor any person acting on its behalf shall be liable for any act or
omission on the part of the Trustee, or for any act performed, or the failure to
perform any act, by any person with respect to the Plan or the Trust.

     16.6 Titles. The titles of the Articles and Sections hereof are included
for convenience only and shall not be construed as part of the Plan or in any
respect affecting or modifying its provisions. Such words as "herein,"
"hereinafter," "hereof", and "hereunder" refer to this instrument as a whole and
not merely to the subdivision in which said words appear.


                                     - 55 -
<PAGE>


     16.7 Counterparts. The Plan may be executed in any number of counterparts
and each fully executed counterpart shall be deemed an original.

     16.8 Expenses. All expenses incurred in establishing and operating the
Plan, including, without limiting the generality of the foregoing, legal fees,
brokerage commissions, administrative expenses, Trustee's expenses, and the
like, may be paid by the Company, but if not so paid shall be paid by the
Trustee from the Trust Fund.


                                   ARTICLE 17

                                 EFFECTIVE DATES

     The provisions of this Plan are generally effective as of January 1, 2002,
but any provision of this Plan that specifies a different effective date shall
be effective as of the specified date. Any event occurring before the effective
date of the provision of this Plan addressing such events shall be governed by
the relevant provision of the relevant plan as in effect on the happening of the
event in question.



























                                     - 56 -
<PAGE>


                                    * * * * *


     IN WITNESS WHEREOF, ABN AMRO INCORPORATED and ABN AMRO WCS HOLDING COMPANY
have caused this instrument, including Schedules A, B, C and D hereto, to be
executed by their respective duly-authorized representative on this 31st day
of December, 2001.



                                            ABN AMRO Incorporated


                                            By: /s/ David B. Shontz
                                                --------------------------
                                                David B. Shontz


                                            ABN AMRO WCS Holding Company


                                            By: /s/ Richard Mancinelli
                                                --------------------------
                                                Richard Mancinelli
























                                     - 57 -
<PAGE>


                                   SCHEDULE A

                FORMER PARTICIPANTS IN THE ING [U.S.] SECURITIES,
               FUTURES & OPTIONS, INC. PROFIT SHARING 401(k) PLAN

     In accordance with Section 411(d)(6) of the Code and the regulations
thereunder, a Participant or Beneficiary who was formerly a participant or the
spouse of a participant in the ING [U.S.] Securities, Futures & Options, Inc.
Profit Sharing 401(k) Plan (the "Securities Plan") on December 31, 1996, shall
be entitled to a distribution and shall be entitled to elect to receive a
distribution of his Securities Plan Benefit Account in the following form in
addition to any optional forms of benefit available under the Plan:

          (a) Purchase from an insurance company of a nontransferable life
     annuity contract or joint life and last survivor annuity contract.

          A Participant who elects to have his Securities Plan Benefit Account
     distributed in the form of a life annuity or joint and last survivor
     annuity, and who is married on the Annuity Starting Date, shall receive
     benefits in the form of a Qualified Joint and Survivor Annuity unless he
     and his spouse make a Qualified Election of another form of benefit:

               (1) Qualified Election means a waiver of a Qualified Joint and
          Survivor Annuity. Any such waiver shall not be effective unless: (i)
          the Participant's spouse consents in writing to the waiver; (ii) the
          waiver designates a specific Beneficiary, including any class of
          beneficiaries or any contingent beneficiaries, which may not be
          changed without spousal consent (unless the spouse's consent expressly
          permits designations by the Participant without any further spousal
          consent); (iii) the spouse's consent acknowledges the effect of the
          waiver; and (iv) the spouse's consent is witnessed by a Plan
          representative or notary public. Additionally, a Participant's waiver
          of the Qualified Joint and Survivor Annuity shall not be effective
          unless the waiver designates a form of benefit payment which may not
          be changed without spousal consent (unless the spouse's consent
          expressly permits designations by the Participant without any further
          spousal consent). If it is established to the satisfaction of the Plan
          representative that there is no spouse or that the spouse cannot be
          located, a waiver will be deemed a Qualified Election. Any consent by
          a spouse obtained under these provisions (and any establishment that
          the consent of a spouse may not be obtained) shall be effective only
          with respect to the particular spouse involved. A consent that permits
          designations by the Participant without any requirement of further
          consent by the spouse must acknowledge that the spouse has the right
          to limit the consent to a specific Beneficiary and a specific form of
          benefit where applicable, and that the spouse voluntarily elects to
          relinquish either or both of those rights. A revocation of a prior
          waiver may be made by a Participant without the consent of the spouse
          at any time before the commencement of benefits. The number of
          revocations shall not be limited. No consent obtained under this
          provision shall be valid unless the Participant has received notice as
          provided in Section (a)(4).


<PAGE>


               (2) Qualified Joint and Survivor Annuity means an immediate
          annuity for the life of a Participant, with a survivor annuity for the
          life of the spouse which is at least fifty percent (e.g., 66 2/3%,
          75%, 100%, etc.) of the amount of the annuity which is payable during
          the joint lives of the Participant and the spouse, and which is the
          amount of benefit that can be purchased with the Securities Plan
          Benefit Account.

               (3) Annuity Starting Date means the first day of the first period
          for which an amount is paid as an annuity (or any other form).

               (4) Notice Requirements. In the case of a Qualified Joint and
          Survivor Annuity, no less than thirty days and no more than ninety
          days before a Participant's Annuity Starting Date the Administrator
          shall provide to him a written explanation of (i) the terms and
          conditions of a Qualified Joint and Survivor Annuity, (ii) the
          Participant's right to make, and the effect of, an election to waive
          the Qualified Joint and Survivor Annuity form of benefit, (iii) the
          rights of the Participant's spouse and (iv) the right to make, and the
          effect of, a revocation of a previous election to waive the Qualified
          Joint and Survivor Annuity.

          (b) A distribution to which Sections 401(a)(11) and 417 of the Code do
     not apply may commence less than thirty days after the notice required
     under Income Tax Regulations Section 1.411(a)-11(c) is given, provided the
     Administrator informs the distributee that he has a right to a period of at
     least thirty days after receiving the notice to consider whether or not to
     elect a distribution and, if so, what form of distribution, and the
     distributee thereafter affirmatively elects a distribution.

          (c) A distribution to which Sections 401(a)(11) and 417 of the Code do
     apply may commence less than thirty days after the notices required under
     Sections 402(f), 411(a)(11) and 417(a)(3) of the Code are given provided
     that: (i) the Administrator informs the distributee that he has a right to
     a period of at least thirty days after receiving the notices to consider
     whether or not to elect a distribution, and if applicable, the form of
     distribution option; (ii) the distributee thereafter affirmatively elects a
     distribution; (iii) the distributee is permitted to revoke an affirmative
     distribution election at any time prior to the expiration of the seven day
     period that begins on the day after the notices are provided to the
     distributee; and (iv) the distribution in fact does not commence before the
     expiration of such period.

          (d) In any case in which a Participant's consent to a distribution is
     required, the failure to provide consent shall be treated as an election to
     defer distributions until such time as distributions are required pursuant
     to applicable law and the applicable provisions of the Plan.

          (e) All annuity contracts under this Plan shall be non-transferable
     when distributed. Furthermore, the terms of any annuity contract purchased
     and distributed to a Participant or spouse shall comply with all of the
     requirements of the Plan.


                                     - 2 -
<PAGE>


          (f) Subject to the spouse's right of consent afforded under the Plan,
     the restrictions imposed by this Schedule A shall not apply if a
     participant has, prior to January 1, 1984, made a written designation to
     have his retirement benefit paid in an alternative method acceptable under
     Code Section 401(a) as in effect prior to the enactment of the Tax Equity
     and Fiscal Responsibility Act of 1982.

          (g) Unless otherwise elected as provided below, a Participant who dies
     before the Annuity Starting Date and who has a surviving spouse shall have
     the Qualified Pre-Retirement Survivor Annuity ("QPSA") paid to his
     surviving spouse. The Participant's spouse may direct that payment of the
     QPSA commence within a reasonable period after the Participant's death. If
     the spouse does not so direct, payment of such benefit will commence at the
     time the Participant would have attained the later of his Normal Retirement
     Age or age 62. However, the spouse may elect a later commencement date.

               (1)   Any election to waive the QPSA before the Participant's
          death must be made by the Participant in writing during the election
          period and shall require the spouse's irrevocable consent in the same
          manner provided for in Section (a)(1). Further, the spouse's consent
          must acknowledge the specific non-spouse Beneficiary. Notwithstanding
          the foregoing, the non-spouse Beneficiary need not be acknowledged,
          provided the consent of the spouse acknowledges that the spouse has
          the right to limit consent only to a specific Beneficiary and that the
          spouse voluntarily elects to relinquish such right.

               (2)   The election period to waive the QPSA shall begin on the
          first day of the Plan Year in which the Participant attains age 35 and
          end on the date of the Participant's death. An earlier waiver (with
          spousal consent) may be made provided a written explanation of the
          QPSA is given to the Participant and such waiver becomes invalid at
          the beginning of the Plan Year in which the Participant turns age 35.
          In the event a vested participant separates from service prior to the
          beginning of the election period, the election period shall begin on
          the date of such separation from service.

               (3)   With regard to the election, the Administrator shall
          provide each Participant within the applicable period, with respect to
          such Participant (and consistent with Regulations), a written
          explanation of the QPSA containing comparable information to that
          required pursuant to Section (a)(4). For the purposes of this
          paragraph, the term "applicable period" means, with respect to a
          Participant, whichever of the following periods ends last:

               (i)   The period beginning with the first day of the Plan Year in
          which the Participant attains age 32 and ending with the close of the
          Plan Year preceding the Plan Year in which the Participant attains age
          35;

               (ii)  A reasonable period after the individual becomes a
          Participant. For this purpose, in the case of an individual who
          becomes a Participant after age 32, the explanation must


                                     - 3 -
<PAGE>


          be provided by the end of the three-year period beginning with the
          first day of the first Plan Year for which the individual is a
          Participant;

               (iii) A reasonable period ending after the Plan no longer fully
          subsidizes the cost of the QPSA with respect to the Participant;

               (iv)  A reasonable period ending after Code Section 401(a)(11)
          applies to the Participant; or

               (v)   A reasonable period after separation from service in the
          case of a Participant who separates before attaining age 35. For this
          purpose, the Administrator must provide the explanation beginning one
          year before the separation from service and ending one year after
          separation.

               (4)   In the event there is an election to waive the QPSA, and
          for death benefits in excess of QPSA, such death benefits shall be
          paid to the Participant's Beneficiary by either of the following
          methods, as elected by the Participant (or if no election has been
          made prior to the Participant's death by his Beneficiary):

               (i)   One lump-sum payment in cash or in property;

               (ii)  Payment in monthly, quarterly, semi-annual, or annual cash
          installments over a period to be determined by the Participant or his
          Beneficiary. After periodic installments commence, the Beneficiary
          shall have the right to reduce the period over which such periodic
          installments shall be made, and the cash amount of such periodic
          installments shall be adjusted accordingly.

               (iii) If death benefits in excess of the QPSA are to be paid to
          the surviving spouse, such benefits may be paid pursuant to (i) or
          (ii) above, or used to purchase an annuity contract or annuity
          settlement option so as to increase the payments made pursuant to the
          QPSA.

               (5)   In the event the death benefit is payable in installments,
          then, upon the death of the Participant, the Administrator may direct
          that the death benefit be segregated and applied to the purchase of an
          annuity or invested separately in a segregated account, and that the
          funds accumulated in the annuity segregated account be used for the
          payment of the installments.


                                     - 4 -
<PAGE>


                                   SCHEDULE B

            PRIOR MERGER WITH PROFIT-SHARING PLAN OF FURMAN SELZ LLC

     1. Authorization of Transfer. Pre-Tax Contribution Accounts and Rollover
Contribution Accounts maintained in the Profit-Sharing Plan of Furman Selz LLC
(the "Furman Selz Plan") were merged into the ING Plan as of January 4, 1999.
All Profit-Sharing Contribution Accounts of the Furman Selz Plan were merged
into the ING Plan as of July 1, 1999. These mergers were and shall be treated as
transfers for purposes of Section 4.5, and except as set forth in this Schedule
B: (a) the terms of the ING Plan, then (b) after April 15, 2001, the terms of
the LLC Plan, and (c) after December 31, 2001, the terms of the Plan shall
supersede the terms of the Furman Selz Plan with respect to all events occurring
after January 4, 1999 with respect to Pre-Tax Contribution Accounts and Rollover
Accounts and occurring after July 1, 1999 with respect to Profit-Sharing
Contribution Accounts.

     2. Furman Selz Accounts. The assets transferred shall be maintained in a
Furman Selz Plan Pre-Tax Contribution Account, the Furman Selz Plan Rollover
Account and a Furman Selz Plan Profit-Sharing Contribution Account, as the case
may be. Each such account shall be maintained on the books of the Plan for as
long as the Administrator determines to be appropriate. Each account will
reflect the amount transferred to the Plan as well as any income, expenses,
gains or losses attributable thereto and any withdrawals or distributions
therefrom.

     3. Vesting. The vested portion of a Participant's Profit-Sharing
Contribution Account shall be the percentage shown in the vesting schedule set
forth below (and not in the vesting schedule set forth in Section 9.2), as
determined in accordance with the Years of Service rules set forth in Sections
3.2 and 9.3 of the Plan:

                  Years of Service          Vested Percentage
                  ----------------          -----------------

                  Less than 2                        0%
                          2                         20%
                          3                         40%
                          4                         60%
                          5                         80%
                          6                        100%

     4. Retirement. In the case of a Participant employed by ING Baring Furman
Selz LLC prior to January 1, 1999, including an individual originally hired
prior to January 1, 1999 who is rehired on or after January 1, 1999, the Normal
Retirement Age shall be age 65.

     5. Distributions. The following provisions shall apply to any distribution
from any Furman Selz Plan Pre-Tax Contribution Account, Furman Selz Plan
Profit-Sharing Contribution Account or Furman Selz Plan Rollover Account and to
any distribution of assets transferred and any income, expenses, gains and
losses attributable thereto and any withdrawals and distributions therefrom.


<PAGE>


     A Participant or Beneficiary entitled to a distribution of assets
transferred from the Furman Selz Plan shall be entitled to elect to receive a
distribution of assets transferred from the Furman Selz Plan in any of the
following forms, in addition to any optional forms of benefit available under
the Plan:

          (a) Series of substantially equal annual payments over a period not
     exceeding the life expectancy of the Participant or Beneficiary or (if the
     Participant is the initial recipient) the joint and last survivor life
     expectancy of the Participant and his Beneficiary, (with a right in each
     case to elect as of any anniversary of the commencement of such payments to
     receive as a single lump sum the remaining unpaid amount) and determined in
     each case as of the earlier of (i) the end of the Plan Year in which occurs
     the event entitling the Participant or Beneficiary to a distribution of
     benefits or (ii) the date installments commence; or

          (b) Purchase from an insurance company of a nontransferable life
     annuity contract or joint life and last survivor annuity contract,
     provided, however, that this option shall be available to a Beneficiary
     only if the Beneficiary is the deceased Participant's spouse and only with
     respect to the purchase of a single life annuity contract with 50% of the
     Furman Selz Account Balance (as defined below).

     A Participant who elects to have Retirement benefits distributed in the
form of a life annuity or joint life and last survivor annuity pursuant to
clause (b), and who is married on the Annuity Starting Date, shall receive
benefits in the form of a Qualified Joint and Survivor Annuity unless he and his
spouse make a Qualified Election of another form of benefit.

               (1) Qualified Election means a waiver of a Qualified Joint and
          Survivor Annuity. Any such waiver shall not be effective unless: (i)
          the Participant's spouse consents in writing to the waiver; (ii) the
          waiver designates a specific Beneficiary, including any class of
          beneficiaries or any contingent beneficiaries, which may not be
          changed without spousal consent (unless the spouse's consent expressly
          permits designations by the Participant without any further spousal
          consent); (iii) the spouse's consent acknowledges the effect of the
          waiver; and (iv) the spouse's consent is witnessed by a Plan
          representative or notary public. Additionally, a Participant's waiver
          of the Qualified Joint and Survivor Annuity shall not be effective
          unless the waiver designates a form of benefit payment which may not
          be changed without spousal consent (unless the spouse's consent
          expressly permits designations by the Participant without any further
          spousal consent). If it is established to the satisfaction of the Plan
          representative that there is no spouse or that the spouse cannot be
          located, a waiver will be deemed a Qualified Election. Any consent by
          a spouse obtained under these provisions (and any establishment that
          the consent of a spouse may not be obtained) shall be effective only
          with respect to the particular spouse involved. A consent that permits
          designations by the Participant without any requirement of further
          consent by the spouse must acknowledge that the spouse has the right
          to limit the consent to a specific Beneficiary and a specific form of
          benefit where applicable, and that the spouse voluntarily elects to
          relinquish either or both of those rights. A revocation of a prior


                                     - 2 -
<PAGE>


          waiver may be made by a Participant without the consent of the spouse
          at any time before the commencement of benefits. The number of
          revocations shall not be limited. No consent obtained under this
          provision shall be valid unless the Participant has received notice as
          provided in Section (b)(5).

               (2) Qualified Joint and Survivor Annuity means an immediate
          annuity for the life of a Participant, with a survivor annuity for the
          life of the spouse which is fifty percent of the amount of the annuity
          which is payable during the joint lives of the Participant and the
          spouse, and which is the amount of benefit that can be purchased with
          the Participant's Furman Selz Account Balance.

               (3) Annuity Starting Date means the first day of the first period
          for which an amount is paid as an annuity (or any other form).

               (4) Furman Selz Account Balance means the aggregate value of the
          Participant's Furman Selz Pre-Tax Contribution Account, Furman Selz
          Plan Profit-Sharing Contribution Account, and Furman Selz Rollover
          Account balances.

               (5) Notice Requirements. In the case of a Qualified Joint and
          Survivor Annuity, no less than thirty days and no more than ninety
          days before a Participant's Annuity Starting Date the Administrator
          shall provide to him a written explanation of (i) the terms and
          conditions of a Qualified Joint and Survivor Annuity, (ii) the
          Participant's right to make, and the effect of, an election to waive
          the Qualified Joint and Survivor Annuity form of benefit, (iii) the
          rights of the Participant's spouse and (iv) the right to make, and the
          effect of, a revocation of a previous election to waive the Qualified
          Joint and Survivor Annuity.

          (c) A distribution to which Sections 401(a)(11) and 417 of the Code do
     not apply may commence less than thirty days after the notice required
     under Income Tax Regulations Section 1.411(a)-11(c) is given, provided the
     Administrator informs the distributee that he has a right to a period of at
     least thirty days after receiving the notice to consider whether or not to
     elect a distribution and, if so, what form of distribution, and the
     distributee thereafter affirmatively elects a distribution.

          (d) A distribution to which Sections 401(a)(11) and 417 of the Code do
     apply may commence less than thirty days after the notices required under
     Sections 402(f), 411(a)(11) and 417(a)(3) of the Code are given provided
     that: (i) the Administrator informs the distributee that he has a right to
     a period of at least thirty days after receiving the notices to consider
     whether or not to elect a distribution, and if applicable, the form of
     distribution option; (ii) the distributee thereafter affirmatively elects a
     distribution; (iii) the distributee is permitted to revoke an affirmative
     distribution election at any time prior to the expiration of the seven day
     period that begins on the day after the notices are provided to the
     distributee; and (iv) the distribution in fact does not commence before the
     expiration of such period.


                                     - 3 -
<PAGE>


          (e) In any case in which a Participant's consent to a distribution is
     required, the failure to provide consent shall be treated as an election to
     defer distributions until such time as distributions are required pursuant
     to applicable law and the applicable provisions of the Plan.

     6. Limitations on Rights. The provisions of this Schedule B shall apply
only with respect to assets transferred from the Furman Selz Plan, together with
earnings thereon, and shall in no event be considered to give any person any
legal or equitable right with respect to assets of the Plan other than those
transferred from the Furman Selz Plan to the ING Plan pursuant to this Schedule
B, which assets (a) were thereafter transferred to the LLC Plan and (b) after
December 31, 2001, if any, are a part of the Plan.














































                                     - 4 -
<PAGE>


                                   SCHEDULE C

                             RULES OF ADMINISTRATION


           ABN AMRO WCS HOLDING COMPANY U.S. EMPLOYEE BENEFITS PROGRAM

                             RULES OF ADMINISTRATION


     WHEREAS, ABN AMRO WCS Holding Company (the "Company") has established
certain employee pension and welfare benefit plans which are subject to the
provisions of Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"); and

     WHEREAS, the Company hereby establishes rules of administration (which are
a part of each plan subject to such rules of administration) which govern the
operation and administration of each such plan (the "Rules"); and

     WHEREAS, the Company has retained the authority to amend the Rules; and

     WHEREAS, the Rules shall be subject to the same procedures for amendment as
apply to the ABN AMRO WCS Holding Company 401(k) Savings Plan; and

     NOW, THEREFORE, effective as of January 1, 2002, the Company hereby adopts
the following Rules:


                             RULES OF ADMINISTRATION


     (1)  Plans Subject to the Rules. The Rules shall govern the control and
management of the operation and administration of: (i) each employee pension
benefit plan and each employee welfare benefit plan now or hereafter established
or maintained by the Company or a subsidiary for the benefit of its present,
future and past United States employees and their beneficiaries, which is
subject to the provisions of Title I of ERISA (the "Subject Plans"); and (ii)
each plan of a subsidiary, if such plan is designated by the Company as a
Subject Plan.

     Any reference to a "Subject Plan" shall be deemed to include, unless the
context clearly requires otherwise, any related trust instrument or insurance
policy thereunder and any other document(s) or instrument(s) comprising a part
of such plan. Notwithstanding the foregoing, any Subject Plan which is exempt
from the requirements of Part 4 of Title I of ERISA by reason of Section 401(a)
of ERISA shall be exempt from the provisions of these Rules which implement the
requirements of such Part.


<PAGE>


     (2)  Committees. The authority to control and manage the operation and
administration of each Subject Plan shall, except as set forth in Section 17 and
as expressly provided elsewhere herein, be vested jointly in a committee of
fiduciaries who shall, without increase or decrease of their liabilities
hereunder, act with respect to any or all of the Subject Plans as and under the
name of the ABN AMRO WCS Holding Company U.S. Employee Benefits Committee (the
"Benefits Committee"). The members of the Benefits Committee shall be appointed
by the chief executive officer of ABN AMRO WCS Holding Company or his designee
(collectively the "CEO"). The Benefits Committee shall be the Plan Administrator
described in Section 15.

     The authority to establish a funding policy and method and, where
appropriate, an investment policy for each Subject Plan shall be jointly vested
in those fiduciaries who shall, without increase or decrease of their
liabilities hereunder, act with respect to any or all of the Subject Plans as
and under the name of the ABN AMRO WCS Holding Company U.S. Fiduciary Committee
(the "Fiduciary Committee"). Such authority shall be exercised pursuant to the
provisions of Section 3 below. The Fiduciary Committee shall be composed of
those individuals appointed by the CEO.

     Any member of the Benefits or Fiduciary Committee may resign as a Benefits
or Fiduciary Committee member, as the case may be, upon not less than 60 days'
notice to the CEO (or upon such shorter notice as may be acceptable to the CEO).
Any member of the Benefits or Fiduciary Committee may be removed from office at
any time by the CEO. In the event of any such resignation or removal, the CEO
shall designate an individual entered on the employee payroll of ABN AMRO WCS
Holding Company (or an employee of any U.S. subsidiary of the Company) as a
successor Benefits or Fiduciary Committee member. If a person who is a Benefits
or Fiduciary Committee member shall cease to hold such position for any reason
other than such person's death or deletion from the employee payroll of ABN AMRO
WCS Holding Company (or termination of employment from any U.S. subsidiary of
the Company), then such person shall remain a fiduciary and a member of the
Benefits or Fiduciary Committee, as the case may be, for 60 days (or for such
other period as may be established by the CEO).

     Any instrument or document signed on behalf of the Benefits or Fiduciary
Committee by any member of the Benefits or Fiduciary Committee, as the case may
be, may be accepted and relied upon as the act of such Committee.

     (3)  Funding and Investment Policy. In establishing a funding policy and
method and an investment policy for a Subject Plan, the Fiduciary Committee
shall act in conjunction with any trustee, insurance carrier, investment manager
or other party responsible for the investment of the assets of such Subject Plan
("Funding Agent"). The Fiduciary Committee shall determine the short- and
long-run financial needs of each Subject Plan, considering the objectives of
each such plan, its needs for liquidity, and such other factors as it deems
appropriate. The Fiduciary Committee may retain such consultants, counsel,
advisors and other persons as it may deem necessary or advisable in order to
determine the needs of each such plan. The Fiduciary Committee shall, if
appropriate for a Subject Plan, advise the Funding Agent of the financial needs
of each Subject Plan. The Funding Agent of a Subject Plan, after evaluating such


                                     - 2 -
<PAGE>


information and other information regarding the funding needs of, and the
investment policy for, a Subject Plan, shall establish or maintain an
appropriate investment program for such plan.

     The Fiduciary Committee shall review the funding and investment policies
(and any related information) no less frequently than annually for any plan
which is not insured. Notwithstanding the foregoing, the Fiduciary Committee may
modify the procedures set forth in this Section, including, without limitation,
provisions relating to actions to be taken by any Funding Agent or by the
Fiduciary Committee with respect to any Funding Agent, as it deems necessary or
appropriate considering the nature and manner of funding the Subject Plan and
the investment policy in effect.

     With respect to a Subject Plan providing benefits on a term insurance
basis, the funding policy shall be, unless the Fiduciary Committee determines
otherwise, the timely payment of premiums required by the Funding Agent for the
provision of plan benefits, and no investment policy shall be required.

     Any instrument signed on behalf of the Fiduciary Committee by any member of
the Fiduciary Committee may be accepted and relied upon as the act of the
Fiduciary Committee.

     (4)  Power of Delegation. The Benefits Committee may allocate among its
members specified fiduciary responsibilities (other than trustee
responsibilities as defined in Section 405(c)(3) of ERISA). The Benefits
Committee may also delegate to one or more persons, other than a member of the
Benefits Committee, specified fiduciary responsibilities (other than trustee
responsibilities as defined in Section 405(c)(3) of ERISA). Any delegation
pursuant to this Section shall be in writing and shall specify the person so
designated, the fiduciary responsibilities being delegated, and the terms of the
delegation. The Benefits Committee shall not enter into any delegation under
this Section which does not provide for the termination thereof by the Benefits
Committee upon reasonable notice to such person. Without limiting the generality
of the foregoing, the Benefits Committee shall have the power to delegate,
pursuant to the foregoing provisions of this Section, to one or more persons,
the authority to: (i) determine the amount of benefits due to any person under
any Subject Plan; (ii) execute, in the name and on behalf of the Benefits
Committee, any direction for payment of any benefit under any Subject Plan;
(iii) maintain records and accounts; and (iv) determine the form of any benefit
payments under any Subject Plan.

     (5)  Ministerial Plan Services. The Benefits Committee may designate any
individual entered on the employee payroll of ABN AMRO WCS Holding Company (or
an employee of any U.S. subsidiary of the Company), or any other party in
interest (as defined in Section 3(14) of ERISA) or other person to perform any
ministerial services in the administration of any Subject Plan. The Benefits
Committee shall furnish any such person with such framework or policies,
interpretations, rules, practices and procedures as the Benefits Committee shall
deem necessary or appropriate. The Benefits Committee may rely on any
information, data, statistics, reports or analyses furnished by any such person.

     (6)  Reports of the Benefits Committee. The Benefits Committee shall report
to the CEO, not less often than annually, on the performance of its


                                     - 3 -
<PAGE>


responsibilities and on the performance of any persons to whom any of its powers
and responsibilities may have been delegated pursuant to Section 4.

     (7)  Service in Various Fiduciary Capacities. Any person or group of
persons may serve in more than one fiduciary capacity with respect to any
Subject Plan, and any fiduciary may serve as such in addition to being a
shareholder, director, officer, employee, agent, or other representative of a
party in interest (as defined in Section 3(14) of ERISA).

     (8)  Retention of Advisors. Each of the Benefits Committee and the
Fiduciary Committee may employ one or more persons to render advice with regard
to any responsibilities assumed by it under the Subject Plans or ERISA. Each of
the Benefits Committee and the Fiduciary Committee shall have the authority to
retain such clerical, legal, accounting, actuarial and other services as it may
deem necessary or appropriate in the exercise of its authority hereunder.

     (9)  Power to Construe. The Benefits Committee shall have full, conclusive
and exclusive power and discretion to: (i) interpret and construe the terms and
conditions of the Subject Plans; (ii) make final determinations with respect to
all questions of plan administration, plan policy and eligibility to participate
in and receive benefits under the Subject Plans, in a uniform manner consistent
with the terms of the Subject Plans; (iii) determine whether or not any
Participant in a Subject Plan has made the necessary and proper elections with
respect to the manner in which benefits under such Subject Plans are paid; (iv)
promulgate rules and regulations deemed necessary to implement the provisions of
the Subject Plans; and (v) review, re-evaluate and change, at any time, any
decision of the Benefits Committee or of any predecessor to the Benefits
Committee. All decisions made by the Benefits Committee with respect to any
Subject Plan shall be final and binding on all parties. All of the power,
discretion and authority granted in this Section to the Benefits Committee with
respect to each Subject Plan shall also apply to the Benefits Committee with
respect to any other plan which becomes a part of any Subject Plan by merger,
consolidation or otherwise.

     (10) Power to Direct Disbursements. The Benefits Committee shall have
authority to direct any Funding Agent with respect to any payments or
disbursements from, or contributions to, any Subject Plan, except with respect
to disbursements from such Subject Plans which by their terms require or permit
direct application for benefits to the Funding Agent by participants in such
plan, or their beneficiaries.

     (11) Power to Make Rules. Each of the Benefits Committee and the Fiduciary
Committee shall have the power to make such rules and procedures as it may deem
necessary or appropriate hereunder, including, but not being limited to, rules
governing the manner in which that Committee shall act and manage its own
affairs.

     (12) Expenses. Each of the Benefits Committee and the Fiduciary Committee
may defray the reasonable expenses which it may incur in the administration of
any Subject Plan from the assets of such plan unless such expenses shall be paid
by the employers which maintain such plan; provided, however, that where the
payment of such expenses from a Subject Plan which is an insured employee
welfare benefit plan could jeopardize the coverage of the


                                     - 4 -
<PAGE>


participants in such plan, or their beneficiaries, the Benefits Committee or the
Fiduciary Committee, as the case may be, shall be entitled to recover its
reasonable expenses from the employers which maintain such plan.

     (13) Manner of Exercise of Powers and Authority. The Benefits Committee and
the Fiduciary Committee shall each exercise their respective powers and
authority hereunder consistently with the requirements of ERISA and, with
respect to any Subject Plan qualified under the Internal Revenue Code of 1986,
as amended (the "Code"), without discrimination in favor of highly compensated
employees (within the meaning of Code Section 414(q)).

     (14) Provisions of Subject Plans. Except as otherwise provided in these
Rules, the provisions of the Subject Plans shall remain in effect and shall
govern, among other things, the persons eligible for benefits, the amount of
benefits and the basis on which payments are made to and from any such plan.

     (15) Plan Administrator. The Plan Administrator of each Subject Plan shall
be the Benefits Committee described in Section 2. Any member of the Benefits
Committee may sign a document required to be executed by the Plan Administrator
of a Subject Plan, and such execution shall be the act of the Plan Administrator
for all purposes. On behalf of the Plan Administrator, any member of the
Benefits Committee may authorize any individual entered on the employee payroll
of ABN AMRO WCS Holding Company (or an employee of any U.S. subsidiary of the
Company) which sponsors a Subject Plan, to execute any document pertaining to
such Subject Plan on such member's behalf, provided that such execution shall in
no way absolve such member of any responsibility for such document. The Plan
Administrator is hereby designated as agent for service of process with respect
to each Subject Plan.

     (16) Indemnification. To the extent permitted by law, the Company shall
indemnify the members of the Benefits Committee and the Fiduciary Committee, the
Plan Administrator and those to whom fiduciary duties have been duly delegated
in accordance herewith, and shall keep and hold such persons harmless from and
against any and all damages, costs, liabilities, expenses, actions, claims,
demands and accounts whatsoever which such persons may incur, whether jointly
and severally, by reason of, or in any manner arising directly or indirectly
from, the effects and consequences of their acts, omissions and conduct in their
official capacity as members of the Benefits Committee, of the Fiduciary
Committee or as Plan Administrator, or as such delegate, except with respect to
any act, omission or conduct which is dishonest or which constitutes a willful
violation of ERISA or other law or regulation under which such damage, cost,
liability, expense, action, claim, demand or account arises. No action taken or
omitted by the Benefits Committee, the Fiduciary Committee, any member of such
committees or the Plan Administrator on the advice of counsel shall be regarded
as an act or omission constituting a willful violation of ERISA or other law or
regulation for purposes of this Section, and the members of such committees and
the Plan Administrator shall be fully protected with respect to any act or
omission on the basis of such advice, including, without limitation, advice with
respect to the scope of the responsibilities or powers of such person under
ERISA and the Subject Plans.


                                     - 5 -
<PAGE>


     (17) Amendment of Rules and Subject Plans; Appointment and Removal of
Funding Agencies. The Company (or its successor) retains the authority to amend
these Rules and any Subject Plan and to appoint (or remove) any Funding Agent
(or trustee other than a Funding Agent) in accordance with the provisions of the
Subject Plans, and no other person shall have responsibility or liability with
respect to any such authority. Amendments to any trust agreement, insurance
policy or contract or other document providing for the funding medium of any
Subject Plan or other agreement entered into in order to effectuate any Subject
Plan shall be subject to the requirements provided therein.

     (18) Claims Procedure. The following claims procedure shall apply to each
Subject Plan, subject to such modifications therein applicable to any Subject
Plan as the Benefits Committee may deem necessary or appropriate in order to
most effectively apply such procedure to such Subject Plan:

          (a) Any participant, or his beneficiary, in a Subject Plan
     ("Claimant"), or his duly authorized representative, may file a written
     claim for a plan benefit with the Plan Administrator or with the person
     (which term includes an insurance carrier or similar organization)
     specified in the plan or named by the Benefits Committee to receive claims
     under such plan. The written claim shall state the nature of the claim, the
     facts supporting the claim and the address of the Claimant.

          (b) The claim shall be reviewed and, unless special circumstances
     require an extension of time, within 90 days after receipt of the claim the
     Claimant shall be given written notice of the decision with respect to the
     claim by the Plan Administrator; provided, however, in the case of an
     employee welfare benefit plan under which benefits are provided by an
     insurance carrier or similar organization, such notice may, if the Benefits
     Committee so specifies, be furnished by such carrier or organization. If
     special circumstances require an extension of time, the Claimant shall be
     so advised within the initial 90-day period and in no event shall such an
     extension exceed 90 days. The notice of the decision with respect to the
     claim shall set forth, if the claim is wholly or partially denied, the
     specific reason(s) for the denial, the specific references to the pertinent
     plan provision(s) on which the denial is based, a description of any
     additional material or information necessary for the Claimant to perfect
     the claim as well as an explanation of why such material or information is
     necessary, and an explanation of the claim review procedure set forth in
     paragraph (c) of this Section. In the event that notice of the decision
     with respect to the claim is not furnished to the Claimant within the
     period specified above, the entire claim shall be deemed to have been
     denied for purposes of permitting the Claimant to appeal the decision.

          (c) Every Claimant shall have a reasonable opportunity to appeal the
     denial of a claim to the Benefits Committee; provided, however, in the case
     of an employee welfare benefit plan under which benefits are provided by an
     insurance carrier or similar organization, such appeal may, if the Benefits
     Committee so specifies, be made to such carrier or other organization. Such
     appeal must be made in writing, by the Claimant or his duly authorized
     representative, within 60 days after the notice of the denial has been
     received by the Claimant. The Claimant or his representative may have
     reasonable access and opportunity to review pertinent documents and submit
     issues and comments in writing.


                                     - 6 -
<PAGE>


     If an appeal of a denied claim is made, a decision shall be rendered within
     60 days after the receipt of an appeal, unless special circumstances
     require an extension of time. If special circumstances require an extension
     of time, the Claimant shall be so advised in writing within the initial
     60-day period and in no event shall such an extension exceed 60 days. The
     notice of the decision on the appeal shall be in writing and shall include
     specific reason(s) for the decision and specific references to the
     pertinent plan provision(s) on which the decision is based.


















































                                     - 7 -
<PAGE>


                                   SCHEDULE D

              PROVISIONS APPLICABLE TO CERTAIN GROUP PLAN ACCOUNTS


D.I. Group Plan Accounts of Former AMRO Prior Plan Participants Only.

(a)  Any amounts attributable to accounts held under the AMRO Bank 401(k)
     Savings Plan as in effect on December 31, 1990 (the "AMRO Prior Plan")
     which become assets of the trust under the ABN AMRO Group Profit Sharing
     and Savings Plan and Trust (the "Group Trust") as a result of the merger of
     the AMRO Prior Plan into the ABN AMRO Group Profit Sharing and Savings Plan
     and Trust (the "Group Plan") and, subsequently, became assets of the Trust
     Fund pursuant to the spin-off of Group Plan Accounts into the Trust Fund,
     shall be fully vested and treated and accounted for separately (to the
     extent such separate accounting is deemed necessary or appropriate for the
     administration of the Plan). Such amounts, as adjusted under Section
     D.I.(c) of this Schedule D ("AMRO Merged Amounts") generally shall be
     distributed or withdrawn at such times and in such form and manner as
     otherwise provided under the Plan, except that the provisions of this
     Section D.I (even if inconsistent with other provisions of the Plan) shall
     apply to any Participant who is a former participant in the AMRO Prior Plan
     with respect to the AMRO Merged Amounts.

(b)  The AMRO Merged Amounts will be distributed to any such Participant under
     the following rules:

          (1) any such Participant's AMRO Merged Amount (including the income,
     gains and losses, whether realized or unrealized, attributable thereto)
     shall be distributed to the Participant or his beneficiary, as the case may
     be:

               (i) in the case of a Participant (other than a deceased
               Participant) who is married on the date on which his benefits are
               to commence hereunder, such Participant's AMRO Merged Amounts
               from his Rollover Account shall be payable in the form of a Joint
               and Survivor Annuity which shall be an annuity payable for such
               Participant's life and thereafter for the life of his spouse,
               provided, that such Annuity shall provide for payment of fifty
               percent (50%) of the initial monthly benefit to the Participant's
               spouse; and provided, further, that a Participant may elect not
               to have his benefit payable in the form of a Joint and Survivor
               Annuity (and may revoke or reinstate any such election) if such
               election (or revocation) is made in writing on a form provided by
               the Plan Administrator and filed with the Plan Administrator
               within ninety (90) days prior to the date on which such Annuity


<PAGE>


               is payable. Any such election must be consented to in writing by
               the Participant's spouse within such ninety (90) day period to be
               effective and must designate a beneficiary and form of benefits
               which may not be changed without spousal consent (unless the
               consent of the spouse expressly permits designations by the
               Participant without any requirement of further spousal consent),
               which consent shall be irrevocable with respect to the election
               in connection with which it was given. Such spouse's consent must
               acknowledge the effect of such election and be notarized or
               witnessed by a Plan representative. Such consent with respect to
               a certain spouse shall not be required if it is established to
               the satisfaction of the Administrator that the required consent
               cannot be obtained because there is no spouse, the spouse cannot
               be located, or other circumstances that may be prescribed by
               regulations under the Code. The Administrator may rely in good
               faith upon a spousal consent which is valid on its face, or upon
               the certification by the Participant that such consent cannot be
               obtained for one of the reasons provided above, without liability
               to any spouse. Such an election made by the Participant, whether
               or not required to be consented to by his spouse, may be revoked
               by the Participant in writing without the consent of the spouse
               at any time during said ninety (90) day period. Any new election
               must comply with the requirements of this paragraph. A former
               spouse's consent shall not be binding on a new spouse. Within a
               reasonable period of time (i.e., no less than thirty (30) and no
               more than ninety (90) days) prior to the date on which a
               Participant's annuity is to commence hereunder, the Administrator
               shall furnish such Participant with a general written explanation
               of (A) the terms and conditions of the Joint and Survivor
               Annuity, (B) the Participant's right to make, and the effect of
               an election to waive, the Joint and Survivor Annuity, (C) the
               right of the Participant's spouse to consent to any election to
               waive the Joint and Survivor Annuity, and (D) the right of the
               Participant to revoke such election, and the effect of such
               revocation.

               (ii) In the case of a Participant to whom paragraph (i) does not
               apply, solely because the Participant is not married on the date
               on which his benefits are to commence hereunder, such
               Participant's AMRO Merged Amounts shall be payable in the form of
               a single life annuity to the Participant for such Participant's
               lifetime (i.e. substantially equal annual or more frequent
               installments over such life) with no further payments being made
               after the death of the Participant; provided that such
               Participant may elect not to have his AMRO Merged Amounts payable
               in the form of a single life annuity (and may revoke or reinstate


                                     - 2 -
<PAGE>


               any such election) if such election (or revocation) is made in
               writing on a form provided by the Administrator and filed with
               the Administrator not less than ninety (90) days prior to the
               date on which such annuity is payable. This paragraph (ii) is
               subject to the notice requirements described in the last sentence
               of paragraph (i) immediately above.

               (iii) unless otherwise elected as provided below, a Participant
               with a vested benefit under the Plan who dies before his benefits
               are to commence hereunder and who has a surviving spouse shall
               have a portion of his AMRO Merged Amounts equal to fifty percent
               (50%) of the Participant's AMRO Merged Amounts as of the
               Participant's date of death (without regard to reductions due to
               otherwise permissible Plan loans where Account(s) are used as
               security and without regard to vesting due to the Participant's
               death) paid to his surviving spouse in the form of a
               Pre-Retirement Survivor Annuity which shall be an annuity payable
               to the Participant's surviving spouse for the life of such
               surviving spouse. Any election to waive the Pre-Retirement
               Survivor Annuity must be made by the Participant in writing
               during the election period and shall require the spouse's consent
               in the same manner provided for the spouse's consent to a
               Participant's election to waive the Joint and Survivor Annuity
               form of benefit, with such consent also being irrevocable as
               provided above. The election period to waive the Pre-Retirement
               Survivor Annuity shall begin on the first day of the Plan Year in
               which the Participant attains age 35 and end on the date of the
               Participant's death. In the event such Participant separates from
               service prior to the beginning of the election period, the
               election period shall begin on the date of such separation from
               service. With regard to the election, the Administrator shall
               provide each Participant a written explanation of the
               Pre-Retirement Survivor Annuity containing comparable information
               to that required for Joint and Survivor Annuities. Such notice
               shall be given to a Participant within whichever one of the
               following periods ends last (and consistent with regulations):

                    (A) The period beginning on the first day of the Plan Year
                    in which the Participant attains age 32 and ending on the
                    last day of the Plan Year preceding the Plan Year in which
                    the Participant attains age 35;

                    (B) A reasonable period after the individual becomes a
                    Participant;


                                     - 3 -
<PAGE>


                    (C) A reasonable period ending after the survivor benefit
                    applicable to the Participant is no longer fully subsidized
                    (as defined in Code Section 417(a)(5));

                    (D) A reasonable period ending after the survivor benefit
                    provisions of Code Section 401(a)(11) become applicable to
                    the Participant; or

                    (E) A reasonable period after separation from service in the
                    case of a Participant who so separates before attaining age
                    thirty-five (35).

               The surviving spouse may, in accordance with Article 10, elect an
          alternative form of distribution provided under such Article 10. The
          remaining portion of the Participant's AMRO Merged Amounts will be
          distributed in accordance with Section 10.1 by payment in the form of
          a single life annuity to the Participant or beneficiary, as the case
          may be, for such Participant's or beneficiary's lifetime as elected by
          the Participant or beneficiary, as the case may be (i.e.,
          substantially equal annual or more frequent installments over such
          life) with no further payments being made after the death of the
          Participant or beneficiary. A Pre-Retirement Survivor Annuity shall be
          treated as attributable to voluntary contributions in the same
          proportion which the voluntary contributions are to the total benefit
          of the Participant.

          (2) However, a former participant in the AMRO Prior Plan, with proper
     spousal consent if required, may elect, in lieu of the distribution of his
     AMRO Merged Amount in a form provided under paragraph (1) above, pursuant
     to uniform rules established by the Administrator, to have his AMRO Merged
     Amount distributed in any one of the following forms:

               (a) a single life annuity with a period certain of 5 or 15 years
          or with an installment refund feature;

               (b) a joint and survivor annuity with a survivorship percentage
          of fifty percent (50%) or one hundred percent (100%) and an
          installment refund feature;

               (c) a fixed period annuity of no less than 5 years and no greater
          than the joint and survivor life expectancy of the Participant and his
          beneficiary;

               (d) annual or more frequent installments with such installment
          period not to extend beyond the date which falls at the end of the
          period which is equal to the Participant's life expectancy or the
          joint life and last survivor expectancy of the Participant and his


                                     - 4 -
<PAGE>


          beneficiary (as then determined in accordance with tables published
          under regulations applicable to Code Section 72), and with
          distribution to be made to the Participant's beneficiaries after his
          death in a lump sum. The minimum payment that must be made in the year
          in which distributions must commence under Section 10.2 and in all
          years thereafter shall be an amount equal to the quotient obtained by
          dividing the Participant's entire benefit by the life expectancy of
          the Participant. Joint and survivor life expectancy can only be used
          in the event that the beneficiary is the Participant's spouse; or

               (e) in a manner permitted under Section 10.1.

(c)  A Participant's Account shall be valued as frequently as the investment
     funds in which the Participant has invested his Account are valued. In
     determining the value of a Participant's Account, the accounting provisions
     used by such investment funds to determine the value of an account shall
     apply. Such valuation shall reflect the contributions, distributions,
     income, realized gain or loss, and unrealized gain or loss allocable to the
     Participant's investment of his Account since the last valuation date.

(d)  The rules applicable under Section 10.1 in determining life expectancy,
     minimum distributions, and other related matters shall apply for purposes
     of this Section D.I.

(e)  Any in-service withdrawal under this Section D.I. by a Participant who has
     attained at least age 59-1/2 (fifty nine and one-half) must be consented to
     in writing by the Participant's spouse, if any, within the ninety (90) day
     period prior to the date of withdrawal, absent which the applicable
     withdrawal will not be permitted. Such consent shall be irrevocable with
     respect to the withdrawal application in connection with which it was
     given. Such spouse's consent must acknowledge the effect of such withdrawal
     and be notarized or witnessed by a Plan representative. Such consent with
     respect to a certain spouse shall not be required if it is established to
     the satisfaction of the Administrator that the required consent cannot be
     obtained because there is no spouse, the spouse cannot be located, or other
     circumstances that may be prescribed by regulations under the Code. The
     Administrator may rely in good faith upon a spousal consent which is valid
     on its face, or upon the certification by the Participant that such consent
     cannot be obtained for one of the reasons provided above, without liability
     to any spouse. Such a withdrawal application made by the Participant,
     whether or not required to be consented to by his spouse, may be revoked by
     the Participant in writing without the consent of the spouse at any time
     prior to the date of withdrawal. Any new withdrawal application must comply
     with the requirements of this paragraph. A former spouse's consent shall
     not be binding on a new spouse. Any such consent shall be on forms provided
     by the Administrator. There is no limitation on the frequency with which
     withdrawals may be made; however, all other conditions, restrictions or
     limitations on particular withdrawals remain in effect. Withdrawals which
     satisfy the criteria under the Plan relating to such withdrawals are
     deducted from a Participant's Accounts (to the extent available and
     applicable). Withdrawals are deducted on a pro-rata basis from each
     investment fund.


                                     - 5 -
<PAGE>


D.II.  Group Plan Accounts of Former H. G. Asia Plan Participants Only.

(a)     Any amounts attributable to accounts held under the HG Asia 401(k)
Savings Plan as such plan was in effect on the date on which occurred the merger
of the assets of such plan with and into the Group Plan (the "HG Asia Prior
Plan") which become assets of the Group Trust as a result of such merger and,
subsequently, became assets of the Trust Fund as a result of the spin-off of the
Group Plan Accounts into the Trust Fund, shall be fully vested and treated and
accounted for separately, to the extent such separate accounting is deemed
necessary or appropriate for the administration of the Plan. Such amounts, as
adjusted under Section D.I.(c) of this Schedule D ("HG Asia Merged Amounts"),
generally shall be distributed and withdrawn at such time and in such manner as
otherwise provided in the Plan, except that the following provisions (even if
inconsistent with other provisions of the Plan), subject to the provisions of
applicable law, shall apply with respect to the HG Asia Merged Amounts of a
Participant who is a former participant in the HG Asia Prior Plan:

          (1)   Solely for purposes of the HG Asia Merged Amounts of a
     Participant who attained age 70 1/2 in 1999, such Participant's HG Asia
     Merged Amounts shall be distributed, or commence to be distributed, no
     later than April 1 of the year following the year in which the Participant
     has attained age 70 1/2.

          (2)   The portions of a Participant's HG Asia Merged Amounts which are
     attributable to rollover contributions to the HG Asia Prior Plan shall be
     available for withdrawal, in whole or in part, from time to time by such
     Participant while he is employed by a Participating Employer.

          (3)   Any Participant who is a former participant in the HG Asia Prior
     Plan and who elects to receive his HG Asia Merged Amounts in the form of an
     annuity

               (a)     In the case of a Participant (other than a deceased
          Participant) who is married on the date on which distribution of his
          HG Asia Merged Amounts is to commence hereunder, such Participant's HG
          Asia Merged Amounts shall be payable in the form of a "Joint and
          Survivor Annuity" (i.e., the normal form of payment) which shall be an
          annuity payable for such Participant's life and thereafter for the
          life of his spouse, provided, however, that such Annuity shall provide
          for payment of fifty percent (50%) of the initial monthly benefit to
          the Participant's spouse; and provided further, that a Participant may
          elect not to have his HG Asia Merged Amounts payable in the form of a
          Joint and Survivor Annuity (and may revoke or reinstate any such
          election) if such election (or revocation) is made in writing on a
          form provided by the Administrator and filed with the Administrator
          within ninety (90) days prior to the date on which such Annuity is
          payable. Any such election must be consented to in writing by the
          Participant's spouse within such ninety (90) day period to be
          effective and must designate a beneficiary and form of benefits which
          may not be changed without spousal consent (unless the consent of the
          spouse expressly permits designations by the Participant without any


                                     - 6 -
<PAGE>


          requirement of further spousal consent), which consent shall be
          irrevocable with respect to the election in connection with which it
          was given. Such spouse's consent must acknowledge the effect of such
          election and be notarized or witnessed by a Plan representative. Such
          consent with respect to a certain spouse shall not be required if it
          is established to the satisfaction of the Administrator that the
          required consent cannot be obtained because there is no spouse, the
          spouse cannot be located, or other circumstances that may be
          prescribed by regulations under the Code. The Administrator may rely
          in good faith upon a spousal consent which is valid on its face, or
          upon the certification by the Participant that such consent cannot be
          obtained for one of the reasons provided above, without liability to
          any spouse. Such an election made by the Participant, whether or not
          required to be consented to by his spouse, may be revoked by the
          Participant in writing without the consent of the spouse at any time
          during said ninety (90) day period. Any new election must comply with
          the requirements of this paragraph. A former spouse's consent shall
          not be binding on a new spouse. Within a reasonable period of time
          (i.e., no less than thirty (30) and no more than ninety (90) days)
          prior to the date on which a Participant's annuity is to commence
          hereunder, the Administrator shall furnish such Participant with a
          general written explanation of (i) the terms and conditions of the
          Joint and Survivor Annuity, (ii) the Participant's right to make, and
          the effect of an election to waive, the Joint and Survivor Annuity,
          (iii) the right of the Participant's spouse to consent to any election
          to waive the Joint and Survivor Annuity, and (iv) the right of the
          Participant to revoke such election, and the effect of such
          revocation.

               (b)     In the case of a Participant to whom paragraph (a) does
          not apply, solely because the Participant is not married on the date
          on which distribution of his HG Asia Merged Amounts is to commence
          hereunder, such Participant's HG Asia Merged Amounts shall be payable
          in the form of a single life annuity to the Participant; provided that
          such Participant may elect not to have his HG Asia Merged Amounts paid
          in the form of a single life annuity (and may revoke or reinstate any
          such election) if such election (or revocation) is made in writing on
          a form provided by the Administrator and filed with the Administrator
          not less than ninety (90) days prior to the date on which such annuity
          is payable. This paragraph (b) is subject to the notice requirements
          described in the last sentence of paragraph (a) immediately above.

               (c)     Unless otherwise elected as provided below, a Participant
          with an HG Asia Merged Amount who dies before such benefit is to
          commence hereunder and who has a surviving spouse shall have a portion
          of his Accounts equal to one hundred percent (100%) of the
          Participant's HG Asia Merged Amount as of the Participant's date of
          death (without regard to reductions due to otherwise permissible Plan


                                     - 7 -
<PAGE>


          loans where Account(s) are used as security and without regard to
          vesting due to the Participant's death) paid to his surviving spouse
          in the form of a Pre-Retirement Survivor Annuity, which shall be an
          annuity payable to the Participant's surviving spouse for the life of
          such surviving spouse. Any election to waive the Pre-Retirement
          Survivor Annuity must be made by the Participant in writing during the
          election period and shall require the spouse's consent in the same
          manner provided for the spouse's consent to a Participant's election
          to waive the Joint and Survivor Annuity form of benefit, with such
          consent also being irrevocable as provided above. The election period
          to waive the Pre-Retirement Survivor Annuity shall begin on the first
          day of the Plan Year in which the Participant attains age 35 and end
          on the date of the Participant's death. In the event such Participant
          separates from service prior to the beginning of the election period,
          the election period shall begin on the date of such separation from
          service. With regard to the election, the Plan Administrator shall
          provide each Participant a written explanation of the Pre-Retirement
          Survivor Annuity containing comparable information to that required
          for Joint and Survivor Annuities. Such notice shall be given to a
          Participant within whichever one of the following periods ends last
          (and consistent with regulations):

                    i.     The period beginning on the first day of the Plan
               Year in which the Participant attains age 32 and ending on the
               last day of the Plan Year preceding the Plan Year in which the
               Participant attains age 35;

                    ii.    A reasonable period after the individual becomes a
               Participant;

                    iii.   A reasonable period ending after the survivor
               benefit applicable to the Participant is no longer fully
               subsidized (as defined in Code Section 417(a)(5));

                    iv.    A reasonable period ending after the survivor benefit
               provisions of Code Section 401(a)(11) become applicable to the
               Participant; or

                    v.     A reasonable period after separation from service in
               the case of a Participant who so separates before attaining age
               thirty-five (35).


                    A beneficiary may elect an alternative form of distribution
               provided under Section 10.1. A Pre-Retirement Survivor Annuity


                                     - 8 -
<PAGE>


               shall be treated as attributable to voluntary contributions in
               the same proportion which the voluntary contributions are to the
               total benefit of the Participant.

               (d)     With respect to his HG Asia Merged Amounts, a Participant
          may elect (i) any of the forms of payment available under Section 10.1
          or (ii) an annuity for (1) the life of the Participant, (2) the lives
          of the Participant and a designated Beneficiary, (3) a period certain
          and continuous not extending beyond the life expectancy of the
          Participant, or (4) a period certain and continuous not extending
          beyond the joint and last survivor expectancy of the Participant and a
          designated Beneficiary. Each annuity contract distributed pursuant
          hereto shall (i) be nontransferable, (ii) comply with the requirements
          of the HG Asia Prior Plan and applicable law, and (iii) pertain to a
          type of annuity which was available at the time of the HG Plan Merger.

(b)    Any in-service withdrawal under this Section D.II. by a Participant who
has attained at least age 59-1/2 (fifty nine and one-half) must be consented to
in writing by the Participant's spouse, if any, within the ninety (90) day
period prior to the date of withdrawal, absent which the applicable withdrawal
will not be permitted. Such consent shall be irrevocable with respect to the
withdrawal application in connection with which it was given. Such spouse's
consent must acknowledge the effect of such withdrawal and be notarized or
witnessed by a Plan representative. Such consent with respect to a certain
spouse shall not be required if it is established to the satisfaction of the
Administrator that the required consent cannot be obtained because there is no
spouse, the spouse cannot be located, or other circumstances that may be
prescribed by regulations under the Code. The Administrator may rely in good
faith upon a spousal consent which is valid on its face, or upon the
certification by the Participant that such consent cannot be obtained for one of
the reasons provided above, without liability to any spouse. Such a withdrawal
application made by the Participant, whether or not required to be consented to
by his spouse, may be revoked by the Participant in writing without the consent
of the spouse at any time prior to the date of withdrawal. Any new withdrawal
application must comply with the requirements of this paragraph. A former
spouse's consent shall not be binding on a new spouse. Any such consent shall be
on forms provided by the Administrator. There is no limitation on the frequency
with which withdrawals may be made; however, all other conditions, restrictions
or limitations on particular withdrawals remain in effect. Withdrawals which
satisfy the criteria under the Plan relating to such withdrawals are deducted
from a Participant's Accounts (to the extent available and applicable).
Withdrawals are deducted on a pro-rata basis from each investment fund.












                                     - 9 -
<PAGE>



                                 FIRST AMENDMENT
                                     TO THE
                ABN AMRO WCS HOLDING COMPANY 401(k) SAVINGS PLAN


WHEREAS, ABN AMRO WCS Holding Company has adopted, effective as of January 1,
2002, the ABN AMRO WCS Holding Company 401(k) Savings Plan (the "Plan"), and


WHEREAS, it now appears desirable, and in the best interests of Plan
participants and their beneficiaries, to amend the Plan.


NOW, THEREFORE, the Plan is hereby amended in the following particulars, each
effective as provided below.


1.     By deleting the fourth sentence of Section 2.11 of Article 2 of the Plan
       and substituting the following therefor, effective as of January 1, 2002:

              "For purposes of the Plan, "Participating Employer" means: (a) WCS
              or (b) an Affiliated Company (or its successor in interest, if
              applicable) which is designated, from time to time, as a sponsor
              of the Plan by the applicable governing body of WCS (or the
              authorized delegate of such governing body). Such designation may
              be effected by any method or methods determined by the applicable
              governing body of WCS (or its authorized delegate)."


2.     By deleting clause (b) of the second sentence of Section 2.13 of Article
       2 of the Plan and substituting the following therefor, effective as of
       January 1, 2002:

              "(b) with respect to the year in which a Participant becomes
              eligible to participate or ceases to be eligible to participate in
              the Plan, the compensation for the months in such year during
              which such Participant was eligible to participate following his
              enrollment in the Plan."


3.     By deleting the third sentence of the first paragraph of Section 3.1 of
       Article 3 of the Plan and substituting the following therefor, effective
       as of January 1, 2002:

              "Each Employee first employed by a Participating Employer as of a
              date after January 1, 2002 who, on the day immediately prior to
              such date of first employment, was both employed by an employer
              who then sponsored the Group Plan and participated in the Group
              Plan, shall commence participation in this Plan as of the first
              day of the first payroll period following the day on which such
              individual first became an Employee employed by a Participating
              Employer."


<PAGE>



4.     By deleting the second sentence of the second paragraph of Section 3.1 of
       Article 3 of the Plan and substituting the following therefor, effective
       as of January 1, 2002:

              "If an Employee who becomes a Participant in accordance with this
              paragraph declines to elect any Deferral Contributions beginning
              as of the first date on which he becomes a Participant, such
              Participant shall be eligible to elect Deferral Contributions on
              any business day following his Entry Date."


5.     By deleting the second sentence of Section 5.2(b) of Article 5 of the
       Plan and substituting the following therefor, effective as of January 1,
       2002:

              "Such contributions shall be allocated to Participants who are
              Employees as of the last day of the Plan Year for which such
              amounts are being contributed."


6.     By deleting Section 5.3 of the Plan and substituting the following
       therefor, so that Section 5.3 reads, in its entirety, as follows,
       effective as of January 1, 2002:

              "5.3   Payment of Company's Contribution. All applicable
                     contributions under the Plan by and on behalf of the
                     Participating Employers for any year shall be transferred
                     to the Trustee no later than the time prescribed by law,
                     including extensions, for filing the respective
                     Participating Employer's federal income tax return for such
                     year. Notwithstanding the foregoing, in each case in which
                     applicable rules and/or regulations of the United States
                     Department of Labor require that certain contributions
                     under the Plan be transferred to the Trustee on any date
                     which is earlier than a date specified in the
                     immediately-preceding sentence, such rules and/or
                     regulations shall, in each such case, govern the timing of
                     the applicable transfer to the Trustee."


7.     In all other respects, the Plan, as heretofore adopted and in effect, is
       hereby ratified and confirmed.

       IN WITNESS WHEREOF, ABN AMRO WCS Holding Company has caused this
amendment to be executed by its duly-authorized representative on this 23rd
day of January, 2002.


                                          ABN AMRO WCS HOLDING COMPANY



                                          By: /s/ Richard Mancinelli
                                              -------------------------------
                                              Richard Mancinelli


<PAGE>


                                                                   Exhibit 5.1


                                  UNDERTAKING



         ABN AMRO Holding N.V., "a naamloze vennootschap" (public company with
limited liability), duly organized, validly existing and incorporated under the
laws of The Netherlands, established in Amsterdam, The Netherlands with its
principle place of business at Gustav Mahlerlaan 10, 1082 PP, Amsterdam, The
Netherlands (Amsterdam, Chamber of Commerce registration nr. 33220369), hereby
undertakes to submit the ABN AMRO WCS Holding Company 401(k) Savings Plan
("Plan") and any amendments thereto to the Internal Revenue Service in a timely
manner for qualification under Section 401 of the Internal Revenue Code, and
will make all changes required by the Internal Revenue Service in order to so
qualify the Plan.


       Dated this 25th day of January, 2002


                                      ABN AMRO HOLDING N.V.


                                      By: /s/ W.G. Jiskoot
                                          --------------------------------
                                          Name:  W.G. Jiskoot
                                          Title:  Member of the Managing Board


                                      By: /s/ S.A. Lires Rial
                                          --------------------------------
                                          Name:  S.A. Lires Rial
                                          Title:  Member of the Managing Board


<PAGE>


                                                                  Exhibit 23.1


                          [LETTERHEAD OF ERNST & YOUNG]





ABN AMRO Holding N.V.
Gustav Mahlerlaan 10
1082 PP AMSTERDAM


Amsterdam, January 25, 2002                                        020108-CB/ps



Subject: LETTER OF CONSENT ABN AMRO HOLDING N.V.


Dear Sirs,


We hereby  consent to the use of our report dated March 23, 2001 included in the
annual  report of ABN AMRO Holding  N.V. on Form 20-F filed with the  securities
and exchange  commission  on May 9, 2001,  on our  examination  of the financial
statements of ABM AMRO Holding N.V. and subsidiaries as of December 31, 1999 and
2000, and the related consolidated  statements of income, cash flows and changes
in shareholders' equity for each of the three years in the period ended December
31, 2000 for  inclusion in the S-8  registration  statement  relating to the ABN
AMRO WCS Holding Company 401(k) Savings Plan dated January 25, 2002.


Yours faithfully,
For Ernst & Young Accountants




/s/ P. Laan                                          /s/ C.B. Boogaart
------------------                                   ------------------
P. Laan                                              C.B. Boogaart
[{"type": "S-8", "sequence": "1", "filename": "srz9162075v2.txt", "description": "ABN AMRO/POST MONDRIAN COMPLIANCE", "secsgml_size_bytes": 354315}]
{"company-data": {"conformed-name": "ABN AMRO HOLDING N V", "cik": "0001038727", "assigned-sic": "6099", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81400", "film-number": "02517705"}, "business-address": {"street1": "FOPPINGADREEF 22", "street2": "1102 BS AMSTERDAM", "city": "NETHERLANDS", "state": "P7"}}
As filed with the Securities and Exchange Commission on January 25, 2002
                                                        Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------
                              ABN AMRO HOLDING N.V.
             (Exact name of registrant as specified in its charter)

                                 THE NETHERLANDS
                 (Jurisdiction of incorporation or organization)

                                      NONE
                      (I.R.S. Employer Identification No.)

            GUSTAV MAHLERLAAN 10, 1082 PP AMSTERDAM, THE NETHERLANDS
                    (Address of principal executive offices)

                ABN AMRO WCS HOLDING COMPANY 401(K) SAVINGS PLAN
                              (Full title of Plan)

           M.W.H. COLLOT D'ESCURY, ESQ.               MARK A. EGERT, ESQ.
                ABN AMRO Bank N.V.                       ABN AMRO Inc.
  Senior Vice President and Senior Legal Advisor      Chief Legal Officer
               Gustav Mahlerlaan 10                   55 East 52nd Street
                 1082 PP Amsterdam                     New York, NY 10055
                  The Netherlands                        (212) 409-1000
                 (31-20) 629-2307

(Name, address and telephone number, including area code, of agents for service)
                             ---------------------
                     COPIES TO: MICHAEL R. LITTENBERG, ESQ.
                            SCHULTE ROTH & ZABEL LLP
                                919 THIRD AVENUE
                               NEW YORK, NY 10022
                                 (212) 756-2000

                              ---------------------
CALCULATION OF REGISTRATION FEE
================================================================================================================
                                        Amount to be   Proposed maximum    Proposed maximum         Amount of
Title of securities to be registered     registered     offering price        aggregate         registration fee
                                                           per share        offering price
------------------------------------    ------------   ----------------    ----------------     ----------------
Ordinary Shares, par value EUR 0.56
each, of ABN AMRO Holding N.V.          5,000,000 (1)  $  17.54 (2)        $ 87,700,000 (2)     $ 8,068.40 (2)
====================================    ============   ================    ================     ================
(1) This Registration Statement covers 5,000,000 Ordinary Shares authorized
to be sold under the ABN AMRO WCS Holding Company 401(k) Savings Plan (the
"Plan"). The Ordinary Shares covered by this Registration Statement will be
evidenced by American Depository Shares of ABN AMRO Holding N.V. ("Holding"),
which will be evidenced by American Depository Receipts of Holding. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan described herein.

     (2) Pursuant to Rule 457(c) under the Securities Act, the proposed maximum
offering price per share and the registration fee are based on the reported
average of the high and low prices for the American Depository Shares of Holding
on the New York Stock Exchange on January 22, 2002. Pursuant to Rule 457(h)(2)
under the Securities Act, no separate fee is required with respect to the
interests in the Plan covered by this Registration Statement.

================================================================================
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by ABN AMRO Holding N.V. ("Holding") with
the Securities and Exchange Commission (the "Commission") are hereby
incorporated herein by reference:

              (a)    The Annual Report on Form 20-F of Holding and ABN AMRO Bank
         N.V. (File No. 1-14624 and File No. 333-49198, respectively) for the
         fiscal year ended December 31, 2000, filed with the Commission on May
         9, 2001.

              (b)    The Form 6-K of Holding, filed with the Commission on
         February 16, 2001.

              (c)    The Form 6-K of Holding, filed with the Commission on
         February 23, 2001.

              (d)    The Form 6-K of Holding, filed with the Commission on May
         16, 2001.

              (e)    The Form 11-K of Holding, filed with the Commission on June
         29, 2001.

              (f)    The Form 11-K of Holding, filed with the Commission on June
         29, 2001.

              (g)    The Form 6-K of Holding, filed with the Commission on
         August 17, 2001.

              (h)    The Form 6-K of Holding, filed with the Commission on
         September 28, 2001.

              (i)    The Form 6-K of Holding, filed with the Commission on
         December 5, 2001.

              (j)    The description of Holding's Ordinary Shares contained in
         its Registration Statement on Form 8-A, Registration No. 1-14624, filed
         with the Commission on May 7, 1997.

         In addition, all documents and other reports filed by Holding or the
ABN AMRO WCS Holding Company 401(k) Savings Plan (the "Plan") pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are filed subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be part hereof from the respective date of filing of each such document.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         The Articles of Association of Holding contain no provisions under
which any member of the Supervisory Board or the Managing Board or any officer
of Holding is indemnified in any manner against any liability which he or she
may incur in the capacity as such. However, Article 37 of the Articles of
Association of Holding provides that the annual accounts shall be approved by
the shareholders meeting. The unconditional approval of the annual accounts
shall discharge the Managing Board from any liability to Holding and its
shareholders with respect to the conduct of its management activities during the
financial year concerned, and the Supervisory Board for its supervision thereof,
insofar as such management and supervising is reflected in the annual accounts.
Under Dutch law, this discharge is not absolute and would not be effective as to
any matters not disclosed to Holding's shareholders.
Certain officers and members of the Supervisory Board and the Managing
Board of Holding are, to a limited extent, insured under an insurance policy
against damages resulting from their conduct when acting in their capacities as
such.

ITEM 8.  EXHIBITS

         4.1    Articles of Association of Holding, as amended.

         4.2    ABN AMRO WCS Holding Company 401(k) Savings Plan, effective
                January 1, 2002, and the First Amendment to the ABN AMRO WCS
                Holding Company 401(k) Savings Plan.

         5.1    An undertaking that the Registrant will submit the Plan and
                any amendment thereto to the Internal Revenue Service in a
                timely manner for qualification under Section 401 of the
                Internal Revenue Code, and will make all changes required
                by the Internal Revenue Service in order to so qualify the
                Plan.

         23.1   Accountants' Consent.

ITEM 9.  UNDERTAKINGS

                The undersigned registrant hereby undertakes:

                (a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                    (i)    To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                    (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                    (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;

                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;

                    (2)    That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
(3)    To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

                (b)    The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                (h)    Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 Amsterdam, The Netherlands on this 25th day of January, 2002.

                                       ABN AMRO HOLDING N.V.

                                       By:   /s/  W.G. Jiskoot
                                          -------------------------------------
                                       Name: W.G. Jiskoot
                                       Title: Member of the Managing Board

                                       By:   /s/  S.A. Lires Rial
                                          -------------------------------------
                                       Name: S.A. Lires Rial
                                       Title: Member of the Managing Board

           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.
Signature                                   Title                                 Date
                  ---------                                   -----                                 ----
/s/  R.W. J. Groenink                      Chairman of the Managing Board                01/25/02
         ----------------------------------------
         R. W. J. Groenink                           (Principal Executive Officer)

          /s/  T. de Swaan                           Member of the Managing Board                  01/25/02
         ----------------------------------------
         T. de Swaan                                 (Principal Financial Officer)

          /s/  G.L. Zeilmaker                        (Principal Accounting Officer)                01/25/02
         ----------------------------------------
         G.L. Zeilmaker

          /s/  A. A. Loudon                          Chairman of the Supervisory Board             01/25/02
         ----------------------------------------
         A. A. Loudon

          /s/  H.B. van Liemt                        Vice Chairman of the Supervisory Board        01/25/02
         ----------------------------------------
         H. B. van Liemt
/s/  W. Overmars                           Member of the Supervisory Board               01/25/02
         ----------------------------------------
         W. Overmars

          /s/  W. Dik                                Member of the Supervisory Board               01/25/02
         ----------------------------------------
         W. Dik

          /s/  S. Keehn                              Member of the Supervisory Board               01/25/02
         ----------------------------------------
         S. Keehn

          /s/  C. H. van der Hoeven                  Member of the Supervisory Board               01/25/02
         ----------------------------------------
         C. H. van der Hoeven

          /s/  M. C. van Veen                        Member of the Supervisory Board               01/25/02
         ----------------------------------------
         M. C. van Veen

          /s/  A. Burgmans                           Member of the Supervisory Board               01/25/02
         ----------------------------------------
         A. Burgmans

          /s/  D. R. J. de Rothschild                Member of the Supervisory Board               01/25/02
         ----------------------------------------
         D. R. J. de Rothschild

          /s/  Mrs. L. S. Groenman                   Member of the Supervisory Board               01/25/02
         ----------------------------------------
         Mrs. L. S. Groenman

          /s/  Mrs. T. A. Maas-de Brouwer            Member of the Supervisory Board               01/25/02
         ----------------------------------------
         Mrs. T. A. Maas-de Brouwer

          /s/  P. J. Kalff                           Member of the Supervisory Board               01/25/02
         ----------------------------------------
         P. J. Kalff

          /s/  R. W. J. Groenink                     Chairman of the Managing Board                01/25/02
         ----------------------------------------
         R. W. J. Groenink

          /s/  W. G. Jiskoot                         Member of the Managing Board                  01/25/02
         ----------------------------------------
         W. G. Jiskoot

          /s/  T. de Swaan                           Member of the Managing Board                  01/25/02
         ----------------------------------------
         T. de Swaan
/s/  J. Ch. L. Kuiper                      Member of the Managing Board                  01/25/02
         ----------------------------------------
         J. Ch. L. Kuiper

          /s/  C. H. A. Collee                       Member of the Managing Board                  01/25/02
         ----------------------------------------
         C. H. A. Collee

          /s/  S. A. Lires Rial                      Member of the Managing Board                  01/25/02
         ----------------------------------------
         S. A. Lires Rial

          /s/  H. Y. Scott-Barrett                   Member of the Managing Board                  01/25/02
         ----------------------------------------
         H. Y. Scott-Barrett
Pursuant to the requirements of the Securities Act of 1933, the
undersigned, the duly authorized representative in the United States of ABN AMRO
Holding N.V., has signed this Form S-8 in New York, New York on January 25,
2002.

                                      By:  /s/  Mark Egert
                                           ------------------------------------
                                      Name:    Mark Egert
                                      Title:   Authorized Representative

         Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator of the ABN AMRO WCS Holding Company 401(k) Savings Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York on this 25th day
of January, 2002.

                                      ABN AMRO WCS HOLDING COMPANY
                                      401(k) SAVINGS PLAN

                                      By:  /s/  Richard Mancinelli
                                            -----------------------------------
                                      Name:    Richard Mancinelli
                                      Title:   Director, Human Resources
Exhibit 4.1

NAME, REGISTERED OFFICES AND STRUCTURAL REGIME
ARTICLE 1

1.   The Company bears the name:
     ABN AMRO HOLDING N.V.
     It has its registered offices in Amsterdam.
2.   The Company shall be subject to Sections 158 to 164 inclusive of Book 2 of
     the Netherlands Civil Code.

OBJECT
ARTICLE 2

The object of the Company is:
1.   The participation in, collaboration with and financing, administration and
     management of other enterprises and companies and the performance of all
     acts, activities and services which are related or may be conducive
     thereto:
2.   The engagement in banking and stockbroking activities, the management of
     third-party assets, acting as trustee, administrator, executor of wills
     and executive director, non-executive director or liquidator of companies
     or other organisations, the provision of insurances and the performance of
     all other acts and activities which are related or may be conducive
     thereto, all in the broadest possible sense;
3.   The fostering of the direct and indirect interests of all those who are
     involved in any way in the Company and the safeguarding of the continuity
     of the Company and its affiliated enterprise(s).

CAPITAL AND SHARES
ARTICLE 3

1.   The Company's authorised share capital amounts to four billion, seven
     hundred and four million, two hundred and twenty-four euros (EUR
     4,704,000,224). It is divided into:
     a.   one hundred (100) priority shares with a face value of two euros and
          twenty-four cents (EUR 2.24);
     b.   four billion (4,000,000,000) ordinary shares, each with a face value
          of fifty-six euro cents (EUR 0.56);
     c.   one billion (1,000,000,000) preference shares to be divided into one
          (1) series of four hundred million (400,000,000) and six (6) series of
          one hundred million (100,000,000) preference shares, each with a face
          value of two euros and twenty-four cents (EUR 2.24);
     d.   one hundred million (100,000,000) preference shares convertible into
          ordinary shares to be divided into one (1) series of twenty million
          (20,000,000) shares and eight (8) series of ten million (10,000,000)
          shares, each with a face value of two euros and twenty-four cents (EUR
          2.24).
     The preference shares convertible into ordinary shares are also referred to
     hereinafter as "convertible shares".
     The priority shares are also referred to hereinafter as "the priority".
2.   Where reference is made in these Articles of Association to "shares" or
     "shareholders", this shall be taken to refer to all classes of shares or
     their holders, unless it is expressly stipulated, or is evident from the
     context, that such is not the case.
     The following stipulations with respect to preference shares shall also
     apply to the convertible shares, unless it is expressly stipulated, or is
     evident from the context, that such is not the case.
SHARES
ARTICLE 4

1.   The ordinary shares and the convertible shares shall be registered shares
     or bearer shares. The priority shares and the preference shares shall be
     registered shares.
2.   The shares shall be separately numbered per class and per series.
3.   Where more than one party is entitled to a share or the said share forms
     part of jointly owned property, other than a collective securities deposit
     or a dematerialised securities deposit within the meaning of the Securities
     Giro Act (Wet giraal effectenverkeer), the persons entitled may only be
     represented in relation to the Company by one person, appointed by them in
     writing for that purpose.
4.   Each time convertible shares are issued, the body authorised to issue the
     shares shall indicate the conditions on which and the term within which the
     shares in question can be converted into ordinary shares.

REGISTERS
ARTICLE 5

1.   The Managing Board shall maintain a separate register of the holders of
     each class of registered share, in which such entries and annotations shall
     be made, from which such extracts shall be issued and which shall be
     available for inspection in such a manner and by such parties as prescribed
     by law.
2.   Each holder of registered shares, or usufructuary or lienholder in relation
     to such shares shall be obliged to notify the Managing Board in writing of
     his address and any change of address. Where registered shares belong to a
     collective securities deposit or a dematerialised securities deposit within
     the meaning of the Securities Giro Act, the provisions of the preceding
     sentence shall apply to the relevant affiliated institution or the central
     securities depository respectively.
3.   All entries and annotations made in the registers shall be signed by two
     members of the Managing Board or by one member of the Managing Board and
     one officer expressly authorised thereto by the said Board, or by two
     officers authorised thereto.
4.   The registers referred to in this Article may consist of more than one
     part; they may be maintained, either in whole or in part, in more than one
     copy and in more than one place.
     At least one copy of the said registers shall at all times be kept at the
     offices of the Company in the place where it has its registered offices,
     and shall be available for inspection as required by law.

SHARE CERTIFICATES
ARTICLE 6

1.   All ordinary bearer shares shall be evidenced by one share certificate and
     all convertible bearer shares shall be evidenced by one share certificate.
2.   No share certificates shall be issued for ordinary shares or convertible
     registered shares. Where registered shares belong to a collective
     securities deposit or a dematerialised securities deposit within the
     meaning of the Securities Giro Act, these may be put in the name of an
affiliated institution or the central securities depository, with a note to
     the effect that the shares belong to the collective securities deposit of
     the relevant class held by the affiliated institution, or to the
     dematerialised securities deposit of that class.
3.   Ordinary shares may be delivered unless the Managing Board has stipulated
     otherwise in accordance with Section 26 of the Securities Giro Act.

TRANSFER OF REGISTERED SHARES
ARTICLE 7

1.   The transfer of registered shares shall require a deed of transfer and
     serving of this deed on the Company or acknowledgement in writing by the
     Company of the transfer based on the submission of the said deed to the
     Company. This acknowledgement shall take the form of a written statement by
     the Company.
2.   The provisions of the preceding paragraph shall apply MUTATIS MUTANDIS to
     the establishment and transfer of the right of usufruct or lien and to the
     allotment of registered shares in case of a division of any community.
3.   The transfer and creation of a right of usufruct or lien in respect of a
     share in a collective securities deposit or in the dematerialised
     securities deposit within the meaning of the Securities Giro Act in
     relation to shares in the Company shall take place in the manner provided
     in the Act.

ISSUE OF SHARES
ARTICLE 8

1.   The issue of shares shall be effected by a resolution to that effect passed
     by the General Meeting of Shareholders following a proposal submitted by
     the Managing Board and approved by the Supervisory Board. With due
     observance of the relevant statutory provisions, the General Meeting of
     Shareholders shall be authorised to appoint the Managing Board as the body
     which is authorised, subject to the approval of the Supervisory Board, to
     issue shares, in this case, the Managing Board shall also be authorised to
     determine the share price and further terms of issue.
2.   The above provisions with respect to the issue of shares shall also apply
     to the granting of rights to acquire shares; they shall not, however, apply
     to the issue of shares to a party exercising a previously obtained right to
     acquire shares.

PRE-EMPTIVE RIGHT
ARTICLE 9

1.   When ordinary shares or convertible shares are issued, each holder of
     ordinary shares shall have a pre-emptive right, in proportion to the
     aggregate amount of his ordinary shares, except in the case of an issue of
     shares for a consideration other than in cash or an issue of shares to
     employees of the Company or of a group company.
2.   The body authorised to issue shares may, with due observance of the
     statutory provisions, restrict or exclude the pre-emptive right for any
     issue. If the Managing Board has been appointed as the body authorised to
issue shares, the prior approval of the Supervisory Board shall be required
     for a decision to that effect.
3.   Shareholders shall have no pre-emptive rights with respect to shares issued
     to a party exercising a previously obtained right to acquire shares.

PAYMENT ON SHARES
ARTICLE 10

1.   Shares shall only be issued against payment in full.
2.   Payment shall be made in cash unless a non-cash contribution has been
     agreed. Payment may only be made other than in a euro-based currency with
     the Company's consent.

ACTS IN LAW RESULTING IN A COMMITMENT FOR THE COMPANY
ARTICLE 11

The Managing Board shall be authorised, without the prior approval of the
General Meeting of Shareholders but subject to the approval of the Supervisory
Board, to perform acts in law:
     a.   in relation to the acquisition of shares whereby special commitments
          are imposed upon the Company;
     b.   in connection with the acquisition of shares on conditions other than
          those on which participation in the Company is made available to the
          public;
     c.   concerning payment for shares other than in cash.

ACQUISITION BY THE COMPANY OF SHARES IN ITS OWN CAPITAL
ARTICLE 12

1.   The Company may acquire fully paid-up shares or depositary receipts for
     shares in its own capital for a consideration if and in so far as the
     General Meeting of Shareholders has authorised the Managing Board thereto,
     with due observance of the provisions of Section 98 of Book 2 of the
     Netherlands Civil Code.
2.   The said authorisation shall not be required for the acquisition by the
     Company of shares in its own capital for the purpose of transferring the
     said shares to employees in the service of the Company or of a group
     company under a scheme which applies to the said employees.

CAPITAL REDUCTION
ARTICLE 13

1.   The General Meeting of Shareholders may decide, following a proposal
     thereto by the Managing Board and approved by the Supervisory Board and
     with due observance of the provisions of Section 99 of Book 2 of the
     Netherlands Civil Code, to reduce the issued capital by cancellation of
     shares or by reduction of the amount of the shares by amendment of the
     Articles of Association.
2.   A decision to cancel may also relate either to the preference shares only
     or to the preference shares belonging to one specific series, or to
     preference shares which have been drawn belonging to one specific series,
     or to the convertible shares only or to the convertible shares belonging to
     one specific series, or to convertible shares which have been drawn
     belonging to one specific series, in all cases on repayment of the nominal
     amount of the preference shares or the amount paid in on the convertible
     shares, respectively.
3.   Partial repayment on shares shall take place with respect to all shares or
     with respect to either the ordinary shares or the preference shares only,
     or with respect to the preference shares belonging to one specific series,
     or with respect to either the convertible shares only or the convertible
     shares belonging to one specific series only.

TRANSFER RESTRICTION WITH RESPECT TO PREFERENCE SHARES
ARTICLE 14

The provisions of this Article with respect to preference shares shall not apply
to convertible shares.
1.   Preference shares may only be held by the following parties:
     a.   natural persons;
     b.   the Trust Office ("Administratiekantoor").
          Under these Articles of Association, the Trust Office shall be taken
          to mean the trust office which, in accordance with an agreement
          concluded with that office on behalf of the Company by the Managing
          Board, with the approval of the Supervisory Board, issues bearer
          depositary receipts in exchange for shares in the Company's capital
          which it has in its possession;
     c.   the Company itself;
     d.   other legal entities than those referred to above, with respect to
          which the Managing Board has, with the approval of the Supervisory
          Board, passed an irrevocable resolution to withdraw the restriction of
          transfer and issue of shares in the cases referred to in paragraph 5,
          sub c. of this Article, the substance of such a resolution being the
          maximum value or percentage in shares to be held by the said legal
          entity.
2.   Transfer of the shares as referred to in paragraph 1 shall not be possible
     if the acquiring party is the holder of shares to a nominal value of less
     than one per cent (1%) of the share capital of the Company issued in the
     form of preference shares. If the said party is not a holder of the said
     shares, or if he is the holder of shares to a nominal value of less than
     one per cent (1%) of the share capital of the Company issued in the form of
     preference shares, transfer shall not be possible if this would result in
     the said party acquiring more than one per cent (1%) of the share capital
     issued in the form of preference shares.
     "Holding of Shares" and "acquisition of shares", respectively, shall be
     taken to include the holding or acquisition, respectively, of a right of
     usufruct, in so far as the relevant voting rights are vested in the
     usufructuary.
3.   Within the meaning of this Article, "issued share capital" shall be taken
     to include preference shares repurchased and cancelled by the Company,
     until such time as the number of preference shares issued post-cancellation
     equals or exceeds the number cancelled.
4.   Within the meaning of this Article, "transfer" shall be taken to include
     the acquisition of preference shares as a result of issues, regardless of
     whether or not such issues take place in the form of stock dividend and/or
     bonus shares. The preference shares to be issued shall be included when
     calculating the size of the share capital issued in the form of preference
     shares. "Issue of shares" shall be taken to include the granting of rights
     to acquire shares.
5.   The provisions of paragraph 2 above shall not apply to:
     a.   the Company itself;
     b.   the Trust Office;
     c.   a transfer of preference shares acquired by the Company itself or
          issue by the Company of preference shares if the said transfer or
          issue is effected in relation to either a partnership with or a
          take-over of another enterprise, be it by way of a merger or by
          acquisition of a participating interest or expansion thereof, with
          respect to which the Managing Board has by irrevocable decree
          withdrawn, with the approval of the Supervisory Board, the
          restriction, either in whole or in part, of the possibility of
          transferring or issuing shares, which withdrawal may be made subject
          to certain conditions.
6.   In the event that an acquisition under general title including legal
     merger, division of any community and acquisition by inheritance or by law
     - results in an acquiring party acquiring more shares than could be
     transferred pursuant to paragraph 2 of this Article, the shares held by the
     acquiring party or the shares which exceed the said limit, respectively,
     shall either be exchanged for depositary receipts issued by the Trust
     Office or sold, with due observance of the provisions of this Article,
     within a period of fourteen (14) days of this situation arising.
     Until the said shares have been exchanged or sold, the rights vested in
     them may not be exercised by the acquiring party in question.
7.   In the event that an acquiring party who is obliged, pursuant to the
     provisions of the preceding paragraph, to exchange or sell his shares fails
     to comply with his obligation in this respect within a period of fourteen
     (14) days of the Managing Board drawing this obligation to his notice by
     registered letter, the Company shall be irrevocably authorised to transfer
     the shares in question to the Trust Office in exchange for an issue of
     depositary receipts, with the obligation that these receipts must be
     delivered to the shareholder in question.
8.   Depositary receipts issued by the Trust Office shall, for the purposes of
     the application of these Articles of Association, be deemed to have been
     issued with the cooperation of the Company.

USUFRUCT AND RIGHT OF LIEN
ARTICLE 15

1.   A right of usufruct may be established on shares in the Company's capital.
     The voting rights shall be vested in the usufructuary provided such was
     determined when the usufruct was established; with respect to the
     usufructuary of preference shares, they shall be vested in the usufructuary
     provided he is a person to whom shares may be transferred with due
     observance of the provision of Article 14.
2.   A right of lien may also be vested in shares in the Company's capital. The
     voting rights shall be vested in the lienholder provided such has been
     determined when the right of lien was established; if a right of lien is
     established on a preference share, however, the voting right may not be
     vested in the lienholder.
3.   Shareholders not having voting rights and usufructuaries and lienholders
     having voting rights shall have the rights as assigned by law to holders of
     depositary receipts issued with the cooperation of the Company.
     Usufructuaries or lienholders not having voting rights shall not have the
     aforementioned rights.
HOLDERS OF DEPOSITARY RECEIPTS
ARTICLE 16

1.   The Managing Board shall, subject to the approval of the Supervisory Board,
     be authorised to lend its cooperation to the issue of depositary receipts.
2.   Where reference is made in these Articles of Association to "holders of
     depositary receipts", these shall be understood to mean all those who have
     the same rights as holders of depositary receipts for shares issued with
     the cooperation of the Company.
3.   In the event that depositary receipts for shares have been issued without
     the cooperation of the Company, their holders shall not have the rights
     conferred by law or by virtue of these Articles of Association on holders
     of depositary receipts issued with the cooperation of the Company.

MANAGEMENT
ARTICLE 17

1.   The Company shall be managed by a Managing Board.
2.   The Managing Board shall consist of at least five members.
     With due observance of the above provisions, the Meeting of the Holder of
     the Priority Share (hereinafter referred to as: "the Priority") shall
     determine the number of members to the Managing Board.
3.   The Managing Board shall determine the allocation of its duties in mutual
     consultation.

APPOINTMENT
ARTICLE 18

1.   The members of the Managing Board shall be appointed by the Supervisory
     Board.
2.   In the event that the Supervisory Board proceeds to appoint a member to the
     Managing Board, it shall notify the General Meeting of Shareholders of the
     intended appointment of a member to the Managing Board.
3.   A combined meeting of the Supervisory Board and the Managing Board shall
     appoint one member of the Managing Board Chairman.
4.   The Supervisory Board shall determine the salary and further conditions of
     appointment of the members of the Managing Board.

SUSPENSION AND DISMISSAL
ARTICLE 19

1.   The Supervisory Board may suspend members of the Managing Board at any
     time. If a member of the Managing Board is suspended, a meeting of the
     Supervisory Board shall be held within three months of the date of
     suspension, at which meeting the suspension shall be lifted or a decision
     taken on the intended dismissal of the suspended member. The latter shall
     be given the opportunity at this meeting to render account of his actions.
     He may arrange for the assistance of a consultant. The suspension shall
     lapse automatically if the Supervisory Board fails to take a decision
     within the aforementioned term of three months.
2.   A decision to suspend a member of the Managing Board may only be carried at
     a meeting of the Supervisory Board at which at least two-thirds of the
     incumbents are present. If less than two-thirds of the Supervisory Board
     members make their appearance at this meeting, a second meeting of the
     Supervisory Board shall be convened within a term of two weeks, at which a
     decision shall be taken regardless of the number incumbent members present.
ARTICLE 20

1.   The Supervisory Board may dismiss members of the Managing Board at any
     time.
2.   The Supervisory Board may dismiss a member of the Managing Board only when
     the General Meeting of Shareholders has been consulted on the subject of
     the intended dismissal.
     The provisions of Article 19, paragraph 2 shall apply MUTATIS MUTANDIS.
     Prior to passing a resolution to this effect, the Supervisory Board may
     consult with the Managing Board member concerned. The latter may arrange
     for the assistance of a consultant.
3.   In the event that the Supervisory Board decides to convene a General
     Meeting of Shareholders in order to consult with the said Meeting on the
     intended dismissal of a member of the Managing Board, this General Meeting
     of Shareholders shall be held within a period of one month of the
     resolution passed by the Supervisory Board. The member of the Managing
     Board to whom the intended dismissal relates shall be given the opportunity
     to render account of his actions at this General Meeting of Shareholders.
4.   The Supervisory Board shall notify the Managing Board member concerned, not
     later than one month after consulting with the General Meeting of
     Shareholders, whether or not it is to effect the intended dismissal,
     failing which the Supervisory Board shall not be authorised to dismiss the
     member concerned until a General Meeting of Shareholders has again been
     convened for the purpose of consultation on the intended dismissal.

REPRESENTATION
ARTICLE 21

1.   The authority to represent the Company shall either reside with two members
     of the Managing Board acting jointly, or with one member of the Managing
     Board and one duly authorised signatory acting jointly.
2.   The Company may also be represented by authorised signatories, with due
     observance of any restrictions imposed upon their representative authority.
     The Managing Board shall decide on their authority, their job title and the
     terms of appointment, on the understanding that the title of Senior
     Executive Vice President may only be granted in consultation with the
     Supervisory Board.

ABSENCE AND INABILITY TO ACT
ARTICLE 22

In the event of absence or inability to act on the part of one or more members
of the Managing Board, the remaining members of the said Board or the two
remaining of the said Board, respectively, shall be charged with the management
of the Company.
In the event of absence or inability to act on the part of all but one member of
the Managing Board or all members of the said Board, the sole remaining member
of the said Board and the Supervisory Board jointly or the Supervisory Board,
respectively, shall temporarily be charged with the management of the Company,
without prejudice to the authority of the Supervisory Board to appoint under
such circumstances one or more or two or more officers, respectively, whether or
not from its own membership, to attend to the management of the Company on a
temporary basis, together with the sole remaining member of the Managing Board
or jointly, respectively.
In the event of absence or inability to act on the part of all members of the
Managing Board or all but one member of the said Board, the Supervisory Board
shall be obliged to fill the vacant post(s) with immediate effect.

APPROVAL OF RESOLUTIONS
ARTICLE 23

1.   With prejudice to the provisions as stipulated elsewhere in these Articles
     of Association, the Managing Board shall require the approval of the
     Supervisory Board for the following management decisions:
     a.   issue and acquisition of shares in and debentures for the account of a
          limited or general partnership of which the Company is a fully liable
          partner;
     b.   cooperation in the issue of depositary receipts for shares in the
          Company's capital;
     c.   application for listing or cancellation of listing of the securities
          as referred to under a. and b. in the Official Price List of any stock
          exchange;
     d.   entering into or severing a lasting collaboration, either between the
          Company or a dependent company and another legal entity or company, or
          in its capacity as fully liable partner in a limited or general
          partnership if the said collaboration or severing is of material
          significance for the Company;
     e.   participation by the Company or a dependent company in the capital of
          another company to an amount of at least one quarter of the value of
          the issued capital and reserves of the Company as disclosed in its
          balance sheet and accompanying notes, or any material increase or
          reduction in such participation;
     f.   investments requiring an amount equal to at least one-quarter of the
          issued capital and reserves of the Company as disclosed in its balance
          sheet and accompanying notes;
     g.   any proposal to amend the Articles of Association;
     h.   any proposal to wind up the Company;
     i.   filing for bankruptcy and applying for moratorium of payment;
     j.   termination of employment for a significant number of employees of the
          Company or of a dependent company, either at the same time or within a
          short period of time;
     k.   material changes in the employment conditions of a significant number
          of employees of the Company or of a dependent company, either at the
          same time or within a short period of time;
     l.   any proposal relating to a reduction of the issued capital.
2.   Failure by the Supervisory Board to approve of any resolution as referred
     to in the first paragraph may not be invoked by or against third parties.

SUPERVISORY BOARD
ARTICLE 24

1.   The Company shall have a Supervisory Board consisting of at least five
     members. With due observance of the above provisions, the priority will fix
     the number of members of the board of supervisory directors.
2.   Without prejudice to the provisions as stipulated elsewhere in these
     Articles of Association, it shall be the duty of the Supervisory Board to
     supervise the conduct of business of the Managing Board as well as the
     general course of affairs in the Company and its affiliated enterpris(s).
     The Supervisory Board shall assist the Managing Board with advice. The
     members of the Supervisory Board shall be guided in the performance of
     their duties by the interests of the Company and those of its affiliated
     enterprise(s).
3.   The Managing Board shall provide the Supervisory Board in good time with
     the information required for the performance of its duties.
4.   If the Supervisory Board has fewer than five members in office, it shall
     fill the vacancies immediately. The Supervisory Board shall retain its
     powers throughout periods when there are vacancies or there are fewer than
     five members.
5.   Convocations and other notifications to holders of shares and depositary
     receipts for shares shall be made by means of an announcement in at least
     one national daily newspaper and in the Official Price List, published by
     Amsterdam Exchanges N.V. or one of her subsidiaries, the Official Price
     List hereafter to be mentioned as: the Official Price List.
     The Supervisory Board shall appoint from among its members a Chairman and
     one or more Deputy Chairmen.
6.   Each member of the Supervisory Board shall receive a fixed remuneration,
     the level of which is determined, and may be changed, by the General
     Meeting of Shareholders following a proposal to that effect by the said
     Board.

APPOINTMENT OF SUPERVISORY BOARD MEMBERS
ARTICLE 25

1.   The members of the Supervisory Board shall be appointed by the Supervisory
     Board.
2.   The General Meeting of Shareholders, the Staff Council and the Managing
     Board may recommend persons for appointment to the Supervisory Board to the
     said Board. To this end, the Supervisory Board shall notify them in good
     time when and as a result whereof a vacant seat on its Board needs to be
     filled. The Supervisory Board may impose a reasonable term on the Managing
     Board and the Staff Council for the making of such recommendations.
3.   The Supervisory Board shall notify the General Meeting of Shareholders and
     the Staff Council of the name of the person it wishes to appoint, with due
     observance of Section 142, Subsection 3 of Book 2 of the Netherlands Civil
     Code.
4.   The Supervisory Board shall appoint the said person unless the General
     Meeting of Shareholders or the Staff Council object to the intended
     appointment, on the grounds that the provisions of either the second
     sentence of paragraph 2 or of paragraph 3 of this Article have not been
     fully complied with, on the grounds that it is expected that the nominee
     would be unfit to perform the duties of a member of the Supervisory Board,
     or on the grounds that the composition of the Supervisory Board would be
     inappropriate following the intended appointment.
5.   The resolution by the General Meeting of Shareholders to lodge an objection
     must be passed at the first meeting held after a period of fourteen (14)
     days has elapsed since notice was given.
     The Staff Council shall pass the resolution to lodge an objection within a
     period of two months of the notification.
6.   The objection shall be communicated to the Supervisory Board, stating the
     reasons.
7.   The appointment may be effected as intended despite the objection of the
     General Meeting of Shareholders or the Staff Council if the Companies
     Division ("Ondernemingskamer") of the Amsterdam Court of Appeal, at the
     request of a representative of the Supervisory Board appointed for that
     purpose, declares the said objection to be unfounded.
8.   A statement of defence may be submitted by a representative, appointed for
     that purpose, of the General Meeting of Shareholders or of the Staff
     Council which has lodged the objection referred to in paragraph 4.
     The Companies Division of the Court of Appeal shall also summon the
     representatives appointed by the General Meeting of Shareholders or the
     Staff Council which has not lodged an objection. No appeal shall be
     permitted against the decision of the Companies Division of the Court of
     Appeal. The Companies Division of the Court of Appeal may not make an award
     of legal costs.
9.   If no members of the Supervisory Board are in office, the appointment shall
     be made by the General Meeting of Shareholders, with due observance of the
     provisions of Section 159 of Book 2 of the Netherlands Civil Code.

RETIREMENT BY ROTATION o SUSPENSION o DISMISSAL
ARTICLE 26

1.   Members of the Supervisory Board shall retire from office not later than on
     the day of the first General Meeting of Shareholders following the day on
     which they have been a member of the Supervisory Board for a period of four
     years form their most recent appointment or reappointment. Retiring
     Supervisory Board members shall be eligible for immediate reappointment.
2.   The Supervisory Board may suspend members of the said Board at any time.
     Such suspension shall lapse automatically if the Company, represented by
     the Supervisory Board, fails to request the Companies Division of the
     Amsterdam Court of Appeal, within a period of one month of the commencement
     of the suspension, to dismiss the Supervisory Board member on the grounds
     as prescribed by law.
3.   Paragraph 2 of Article 19 shall apply MUTATIS MUTANDIS to the passing of
     resolutions by the Supervisory Board with respect to paragraph 2.

ADVISORY COMMITTEE
ARTICLE 27

1.   The Managing Board may establish an Advisory Committee.
2.   Whenever the Advisory Committee considers it necessary or whenever a
     request to that effect is submitted to it by the Managing Board, the
     Committee shall advise that Board on matters which are relevant to the
     conduct of business. The Managing Board may also request advice to that
     effect from individual members of the Advisory Committee.
     The establishment of the Committee, the procedures to be followed by it and
     appointment of its members shall be defined in more detail in a set of
     rules and regulations.
GENERAL MEETING OF SHAREHOLDERS
ARTICLE 28

1.   General Meetings of Shareholders shall be held in Amsterdam.
2.   Annual meetings shall be held within six months of the end of each
     financial year.
3.   The following items shall be included on the agenda of the Annual Meeting:
     a.   The Annual Report;
     b.   Approval of the Annual Accounts;
     c.   Announcement concerning vacancies in the Managing Board and the
          Supervisory Board.
4.   General Meetings of Shareholders shall furthermore be held as frequently as
     deemed necessary by the Managing Board or the Supervisory Board and
     whenever such is required either by law or on the basis of the provisions
     of the Articles of Association.

CONVOCATION
ARTICLE 29

1.   General Meetings of Shareholders shall be convened by the Managing Board or
     the Supervisory Board, without prejudice to the provisions of Sections 110,
     111 and 112 of Book 2 of the Netherlands Civil Code.
2.   Convocation shall take place not later than on the fifteenth day prior to
     the day of the meeting.
3.   The convocation to the meeting shall state the items to be discussed;
     alternatively, notice shall be given that the holders of shares and
     depositary receipts for shares may inspect such items at the Company's
     offices.
4.   Proposals to amend the Articles of Association or proposals relating to a
     reduction of the Company's capital shall, however, always be included in
     the actual convocation. Convocations to meetings at which a proposal is
     made relating to a reduction of the Company's capital shall furthermore
     include the object of the said capital reduction and the method whereby it
     shall be realised.
5.   Notices calling meetings and other notices to shareholders and depositary
     receipt holders shall be given by announcements in at least one national
     daily newspaper and the Official List published by Euronext Amsterdam N.V.
     or one of its subsidiaries, hereinafter referred to as the Official List.

ADMISSION TO MEETINGS
ARTICLE 30

1.   Each shareholder, usufructuary and lienholder with voting rights shall be
     entitled to attend General Meetings of Shareholders in person or by a proxy
     authorised in writing, to address the meeting and exercise his voting
     rights, provided he has notified his intention to do so in accordance with
     the notice calling the meeting and duly observing paragraph 7 of this
     Article.
2.   Each holder of depositary receipts for shares shall be entitled, either in
     person or by written proxy, to attend General Meetings of Shareholders and
     address the meeting, provided he has lodged his certificates of receipt not
     later than within the term as stipulated in paragraph 1 in the place as
     stated in the convocation.
3.   Each holder of shares not having voting rights shall be entitled, either in
     person or by written proxy, to attend General Meetings of Shareholders and
     address the meeting. The provisions as stipulated in paragraph 1 of this
     Article shall apply mutatis mutandis.
4.   Holders of shares and depositary receipts for shares who wish to have
     themselves represented at the General Meeting by written proxy shall be
     obliged to submit the proxy for the meeting to the offices of the Company,
     within the term as stipulated in paragraph 1.
5.   The Company may request shareholders, depositary receipt holders or their
     proxies to sign the attendance list before the start of the meeting.
6.   The Chairman of the General Meeting of Shareholders shall decide on any
     disputes as to whether holders of shares or depositary receipts for shares
     or their proxies have submitted adequate proof of their identity for the
     purpose of attending the meeting and exercising their voting rights and on
     all other issues relating to the proper conduct of the meeting.
7.   For the purposes of determining the rights of holders of ordinary shares
     and convertible shares to vote at and/or attend meetings, the Company shall
     treat as a shareholder any person named in a written declaration by an
     affiliated institution stating that the person named has an entitlement to
     its collective securities deposit to the extent of the number of shares
     stated, on the date indicated by the Company, provided the relevant
     declaration is lodged at the Company's office or another place to be
     stipulated by the Managing Board in good time and in accordance with the
     provisions of the notice calling the meeting. The provisions of the
     preceding sentence shall apply mutatis mutandis to usufructuaries and
     lienholders in relation to ordinary and convertible shares.

CHAIRING OF THE MEETING o MINUTES
ARTICLE 31

1.   General Meetings of Shareholders shall be chaired by the Chairman of the
     Supervisory Board or, in the absence of the said Chairman, by a Deputy
     Chairman.
     In the absence of both the Chairman and the Deputy Chairman, the
     Supervisory Board shall appoint a chairman from among the members of the
     Supervisory Board present at the meeting.
     The Chairman of the Supervisory Board may furthermore, in consultation with
     the Managing Board, invite a person from outside the Supervisory Board to
     deputise as chairman.
2.   Minutes shall be kept of the meeting, except where notarial records are
     made of the items discussed. The Chairman and the Secretary of the Meeting
     appointed by him shall approve the minutes and sign them in evidence
     thereof.

VOTING RIGHTS AND VOTING
ARTICLE 32

1.   a.   Each ordinary share shall confer the right to cast one vote.
     b.   Each priority share and each preference share shall confer the right
          to cast four votes.
2.   No votes may be cast at the General Meeting of Shareholders with respect
     either to shares belonging to the Company or a subsidiary company or to
     shares the depositary receipts of which are held by the Company or a
     subsidiary company, without prejudice to any further provisions of the law.
3.   Shares in respect of which the law prescribes that they shall not confer a
     right to vote shall be disregarded for the purpose of determining the
     proportion of the shareholders voting, present or represented, or the
     proportion of the share capital present or represented.
4.   All resolutions by the General Meeting of Shareholders shall be passed by
     absolute majority of validly cast votes, unless the law prescribes a
     greater majority.
5.   All votes shall be cast verbally. The Chairman may determine, however, that
     the votes shall be cast by means of written ballot.
     In the case of election of persons, any shareholder present may also
     require that the votes shall be cast by means of written ballot.
     Written votes shall be cast using sealed unsigned ballot papers.
6.   Votes may be cast by acclamation provided none of the shareholders present
     objects.
7.   Blank votes and invalidly cast votes shall be deemed not to have been cast.
8.   In the event of a tied vote concerning matters, the proposal shall be
     deemed to have been defeated.
9.   If a simple majority is not reached on the first vote in the case of the
     appointment of persons, a second ballot shall be held. If a simple majority
     is not reached for a second time, a ballot shall be held between the two
     persons who acquired the most votes at the second ballot. The person who
     acquires the most votes during the final ballot shall be elected. If more
     than those persons qualify for the aforementioned second ballot as a result
     of a tied vote between them, an interim ballot shall decide the two persons
     between whom the final ballot is to be held or which of them shall go into
     the final ballot with the person who acquired the most votes at the second
     ballot. In the event of a tied vote, the matter shall be decided by the
     drawing of lots.

SHAREHOLDERS' COMMITTEE
ARTICLE 33

1.   The General Meeting of Shareholders shall be authorised to appoint a
     Shareholders' Committee to which it may transfer the powers granted and
     duties imposed by law with respect to the appointment and dismissal of
     members of the Supervisory Board and the Managing Board for a period, to be
     determined by the General Meeting, which shall not exceed two years at a
     time. Other powers may not be transferred to the Shareholders' Committee.
     The General Meeting of Shareholders may rescind the transfer at any time.
2.   The Supervisory Board may require that resolutions be passed within a
     reasonable term on the matters with respect to which it has requested that
     a meeting of the Shareholders' Committee be convened. If the Shareholders'
     Committee fails to comply, it shall be deemed to be unwilling to exercise
     its rights with respect to the items stated on the agenda.
3.   The composition of the Committee, the members of which shall be
     shareholders, the method of nomination, the division of duties and the
     procedures with respect to meetings and decision-taking shall be laid down
     in a set of rules and regulations, which shall be adopted by the General
     Meeting of Shareholders.
MEETINGS OF HOLDERS OF DIFFERENT CLASSES OF SHARES
ARTICLE 34

1.   Meetings of holders of shares of the same class or belonging to the same
     series of preference shares shall be convened by the Managing Board or the
     Supervisory Board. The meetings shall be held as frequently as deemed
     necessary by the Managing Board or the Supervisory Board and whenever such
     is required either by law or on the basis of the provisions of the Articles
     of Association.
2.   Where possible, the provisions with respect to the General Meetings of
     Shareholders shall apply mutatis mutandis to the aforementioned meetings.

FINANCIAL YEAR o ANNUAL ACCOUNTS AND ANNUAL REPORT
ARTICLE 35

1.   The financial year shall be concurrent with the calendar year.
2.   Each year, within a period of five months of the end of the financial year,
     the Managing Board shall draw up the Annual Accounts.
3.   The Annual Accounts shall be signed by all members of the Managing Board
     and all members of the Supervisory Board.
4.   The Annual Accounts shall be submitted to the Supervisory Board, together
     with the Annual Report.
5.   The Supervisory Board shall adopt the Annual Accounts.

EXPERT
ARTICLE 36

1.   The Company shall appoint an expert, within the meaning of Section 393 of
     Book 2 of the Netherlands Civil Code, to audit the Annual Accounts.
2.   Without prejudice to the statutory provisions, the Supervisory Board shall
     be obliged to appoint the said expert if the General Meeting of
     Shareholders has failed to do so.
3.   The expert shall report on his audit to the Supervisory Board and the
     Managing Board.
4.   The expert shall state the results of his examination in an auditors'
     opinion on the truthfulness and fairness of the Annual Accounts.
5.   With due observance of the statutory provisions, the Annual Accounts may
     not be adopted or approved if the Supervisory Board or the General Meeting
     of Shareholders have not been in a position to inspect the auditors'
     opinion drawn up by the expert.

AVAILABILITY FOR INSPECTION o SUBMISSION o APPROVAL AND DISCHARGE
ARTICLE 37

1.   From the day of convocation to the Annual Meeting to the end of the said
     Meeting, the Annual Accounts as adopted by the Supervisory Board and the
     Annual Report of the Managing Board and the other information to be
     included by law shall be available for inspection by the holders of shares
     and depositary receipts for shares at the offices of the Company and at the
     offices as stated in the notification. The said holders of shares and
     depositary receipts for shares may obtain a full copy free of charge.
2.   The Supervisory Board shall submit the Annual Accounts, within a period of
     six months of the financial year end, for approval to the General Meeting
     of Shareholders, while the Managing Board shall submit the Annual Report
     within the same period.
3.   The Supervisory Board shall simultaneously submit the Annual Accounts to
     the Staff Council for discussion.
4.   The Annual Accounts shall require the approval of the General Meeting of
     Shareholders.
5.   The General Meeting of Shareholders shall ratify the conduct of the
     Managing Board and Supervisory Board.

PROFIT AND DISTRIBUTIONS
ARTICLE 38

1.   The Company may make distributions to the shareholders and other parties
     entitled to the profit available for distribution in so far as its
     shareholders' equity exceeds the paid and called portion of the capital
     plus the reserves required by law to be maintained.
2.   The profit as stated in the approved Annual Accounts shall be distributed
     as follows:
     a.   Up to six per cent (6%) of the nominal amount of his share shall be
          distributed to the holder of the priority share.
     b.   1.   A dividend shall subsequently be distributed to the holders of
               preference shares and convertible shares equal to a percentage,
               to be described below, of the nominal amount of the preference
               shares or the amount paid in on the convertible shares,
               respectively.
     b.   2.   The calculation of the dividend percentage for the series of
               preference shares issued wholly or partly before the fifteenth of
               September, nineteen hundred and ninety-three, shall take place on
               the first of January two thousand and one and every ten years
               thereafter, by taking the average redemption yield on the five
               longest-dated government loans, as drawn up by the Central Bureau
               of Statistics (Centraal Bureau voor de Statistiek) and published
               in the Official List of Euronext Amsterdam N.V., provided this
               average is calculated over the last twenty trading days preceding
               the day on which the dividend percentage is adjusted and
               increased by a minimum of a quarter of one percentage point and a
               maximum of one percentage point, as decided by the Managing Board
               and approved by the Supervisory Board, depending on the market
               situation prevailing at the time.
     b.   3.   The calculation of the dividend percentage for each series of
               preference shares issued, either in whole or in part, after
               September fifteenth, nineteen hundred and ninety-three, shall
               take place by taking the arithmetic mean of the effective yield
               of the government bond loans as described hereinafter, as drawn
               up by the Netherlands Central Bureau of Statistics and published
               in the Official Price List, for the last twenty trading days
               preceding the day of the first issue of preference shares of the
               said series, where appropriate increased of reduced by a
               surcharge or reduction, as determined by the Managing Board and
               approved by the Supervisory Board, of at most one percentage
               point, depending on the market situation prevailing at the time.
               The government bond loans as referred to in this paragraph shall
               be taken to mean the government bond loans with a term, remaining
               or otherwise, of nine to ten years. In the event that the
effective yield of these government bond loans at the time of the
               calculation of the dividend percentage is not currently being
               drawn up by the Netherlands Central Bureau of Statistics or
               published in the Official Price List, the government bond loans
               referred to in this paragraph shall be taken to mean the
               government bond loans with a term, remaining or otherwise,
               matching as closely as possible a term, remaining or otherwise,
               of nine to ten years of which the effective yield at the time of
               the calculation of the dividend percentage is currently being
               drawn up by the Netherlands Central Bureau of Statistics and
               published in the manner as referred to in the foregoing, but with
               a maximum term, remaining or otherwise, of ten years.
               On the first of January of the year following the year in which
               ten years will have elapsed following the date of first issue of
               a series of preference shares as referred to in this paragraph,
               and every ten years thereafter, the dividend percentage for the
               said series of preference shares shall be adjusted to the
               effective yield of the government bond loans as referred to
               earlier in this paragraph prevailing at that time, but on the
               understanding that the said arithmetic mean shall be calculated
               over the last twenty trading days preceding the day on which the
               dividend percentage is to be adjusted and may be increased or
               reduced by a surcharge or reduction as determined by the Managing
               Board and approved by the Supervisory Board, as described above.
     b.   4.   The calculation of the dividend percentage for each series of
               convertible shares shall take place by dividing the maximum
               dividend amount paid in cash for an ordinary share in the
               Company's capital for the financial year preceding the day of the
               first issue of convertible shares of the said series by the
               arithmetic mean of the share prices, to be described hereinafter,
               of the ordinary shares in the Company's capital for the last
               twenty trading days preceding the day of the first issue of
               convertible shares of said series, following which the outcome of
               this division shall be multiplied by one hundred. Where
               appropriate, the percentage thus arrived at may be increased by a
               surcharge, as determined by the Managing Board, of at most two
               percentage points, depending on the market situation prevailing
               at the time. "Share prices" of the ordinary shares in the
               Company's capital shall be taken to mean the closing prices as
               published in the Official Price List during the aforementioned
               trading days, on the understanding that if during the said
               trading days the share price of the ordinary shares is arrived at
               ex-dividend due to a dividend having been made payable on the
               ordinary shares and made available, either entirely in cash or,
               at the discretion of the shareholder, wholly or partly in cash or
               in the form of shares, the said closing prices relating to the
               trading days on which the share price of the ordinary shares is
               arrived at ex-dividend will be increased by an amount equal to
               the maximum amount of the said dividend made payable in cash on
               an ordinary share.
On the first of January of the year following the year of expiry
               of the term within which the convertible shares forming part of
               one of the aforementioned series of convertible shares can be
               converted into ordinary shares, and every ten years thereafter,
               the dividend percentage for the said series of convertible shares
               shall be adjusted in the manner as described under b.3 above with
               respect to the adjustment of the dividend percentage for the
               series of preference shares referred to under b.3.
     b.   5.   The "day of the first issue" as referred to in this paragraph
               shall be taken to mean the day on which the dividend percentage
               is announced for the series of preference shares or convertible
               shares to be issued, respectively.
     b.   6.   No profit distribution in addition to that as referred to in the
               foregoing shall be made to holders of preference shares or
               holders of convertible shares.
     c.   Subsequently, such reserves shall be formed and charged against the
          profit as determined by the Managing Board and approved by the
          Supervisory Board.
     d.   The remaining amount shall then be distributed in the form of dividend
          on the ordinary shares.
3.   Subject to the approval of the Supervisory Board, the Managing Board may
     make the dividend or interim dividend on the ordinary shares payable, at
     the discretion of the holders, either in cash or, provided it is authorised
     to issue shares, partly or wholly in the form of ordinary shares or
     preference shares in the Company's capital or in a combination thereof,
     such combination to be determined by the Managing Board.
4.   Subject to the approval of the Supervisory Board, the Managing Board shall
     be authorised, in so far as such is permitted by the profit as evidenced by
     an interim balance sheet drawn up with due observance of the provisions of
     Section 105, Subsection 4 of Book 2 of the Netherlands Civil Code, to make
     payable an interim dividend on the ordinary shares once or more frequently
     in the course of any financial year and prior to the approval of the Annual
     Accounts by the General Meeting of Shareholders.
5.   Subject to the approval of the Supervisory Board, the Managing Board may
     decide on a distribution charged against reserves in cash or, if the Board
     is authorised to issue shares, in the form of shares.

AMENDMENT OF THE ARTICLES OF ASSOCIATION AND DISSOLUTION
ARTICLE 39

1.   Any resolutions to amend the Articles of Association or dissolve the
     Company may only be passed by the General Meeting of Shareholders following
     a proposal by the Managing Board which has been approved by the Supervisory
     Board, and following the approval of the Priority.
2.   A copy of the proposal containing the literal text of the proposed
     amendments shall be made available for inspection by the holders of shares
     and depositary receipts for shares at the offices of the Company and at the
     offices stated in the convocation to the meeting, from the day of
     convocation to the end of the said Meeting. Each holder of shares or
     depositary receipts for shares may obtain a full copy of the said proposal
     free of charge.
LIQUIDATION
ARTICLE 40

1.   In the event that the Company is wound up, liquidation shall be effected
     with due observance of the statutory provisions.
2.   Where possible, the Articles of Association shall remain in force during
     the liquidation proceedings.
3.   The remainder of the Company's property after settlement of all debts shall
     be distributed as follows:
     a.   to the holder of the priority share: the nominal amount of the
          priority share;
     b.   subsequently, to the holders of preference shares and convertible
          shares: the dividend percentage applying to the series of preference
          shares or convertible shares of which they are holders, to be
          calculated on the basis of the nominal amount of the preference shares
          or the amount paid in on the convertible shares, respectively, from
          the most recentfull financial year until the date of payment, and
          subsequently the nominal amount of the preference shares or the amount
          paid in on the convertible shares, respectively;
     c.   finally, to the holders of ordinary shares: the remainder, in
          proportion to their shareholding.
4.   Following completion of the liquidation, the books and documents of the
     Company shall continue to reside, for the periods as prescribed by law,
     with the party appointed for that purpose by the General Meeting of
     Shareholders.
Exhibit 4.2

                          ABN AMRO WCS HOLDING COMPANY

                               401(k) SAVINGS PLAN

                         -------------------------------

                         Effective as of January 1, 2002

                         -------------------------------
ABN AMRO WCS HOLDING COMPANY

                               401(k) SAVINGS PLAN

                         -------------------------------

                         Effective as of January 1, 2002

                         -------------------------------

                                Table of Contents
                                                                            Page
                                                                            ----

ARTICLE 1  TITLE AND PURPOSE.................................................1
         1.1   Title.........................................................1
         1.2   Purpose; Exclusive Benefit....................................1

ARTICLE 2  DEFINITIONS.......................................................2
         2.1   "Account".....................................................2
         2.2   "Administrator"...............................................2
         2.3   "Affiliated Companies"........................................2
         2.4   "Annual Addition".              ..............................2
         2.5   "Application".................................................2
         2.6   "Average Contribution Percentage".............................2
         2.7   "Average Deferral Percentage".................................2
         2.8   "Beneficiary".................................................3
         2.9   "Claimant"....................................................3
         2.10  "Code"........................................................3
         2.11  "Company".....................................................3
         2.12  "Company Contributions Account"...............................3
         2.13  "Compensation"................................................3
         2.14  "Deferral Contribution".......................................4
         2.15  "Deferral Contributions Account"..............................4
         2.16  "Eligible Distribution".......................................4
         2.17  "Eligible Plan"...............................................4
         2.18  "Eligible Recipient"..........................................4
         2.19  "Employee"....................................................4
         2.20  "Employment Commencement Date"................................4
         2.21  "Entry Date"..................................................4
         2.22  "ERISA".......................................................4
         2.23  "Excess Aggregate Contributions"..............................4
         2.24  "Excess Contributions"........................................4
         2.25  "Excess Deferral Amount"......................................4
         2.26  "Fiscal Year".................................................5
         2.27  "Highly Compensated Employee".................................5
         2.28  "Hour of Service".............................................5
2.29  "ING Plan"....................................................7
         2.30  "Leased Employee".............................................7
         2.31  "Leave of Absence"............................................7
         2.32  "Non-Highly Compensated Employee".............................7
         2.33  "One-Year Break in Service"...................................8
         2.34  "Participant".................................................8
         2.35  "Plan"........................................................8
         2.36  "Plan Year"...................................................8
         2.37  "Qualified Domestic Relations Order"..........................8
         2.38  "Retirement"..................................................8
         2.39  "Rollover Account"............................................8
         2.40  "Rollover Contribution".......................................8
         2.41  "Securities Plan Benefits Account"............................8
         2.42  "Severance Date"..............................................9
         2.43  "Special Contribution"........................................9
         2.44  "Tax-Qualified Retirement Plan"...............................9
         2.45  "Transfer Contribution".......................................9
         2.46  "Trust Agreement".............................................9
         2.47  "Trust" and "Trust Fund"......................................9
         2.48  "Trustee".....................................................9
         2.49  "Valuation Date"..............................................9
         2.50  "Year of Service".............................................9

ARTICLE 3  ELIGIBILITY TO PARTICIPATE........................................9
         3.1   Initial Eligibility...........................................9
         3.2   Eligibility Following Interruption of Service................10
         3.3   Determination and Notice of Eligibility by Administrator.....11
         3.4   Eligibility Classification...................................11
         3.5   Determination of Eligibility by Plan Administrator...........12
         3.6   Exclusion of Certain Individuals.............................12
         3.7   Application of USERRA........................................12
         3.8   Erroneous Inclusion of Ineligible Employee...................12
         3.9   Erroneous Exclusion of Eligible Employee.....................12

ARTICLE 4  DEFERRAL CONTRIBUTIONS...........................................13
         4.1   Participants' Deferral Contributions.........................13
         4.2   Time and Manner of Deferral Contributions....................13
         4.3   Nondiscrimination Requirements for Deferral Contributions....14
         4.4   Rollover Contributions.......................................15
         4.5   Transfers Between Qualified Plans............................16
ARTICLE 5  CONTRIBUTIONS....................................................16
         5.1   Company's Annual Contribution................................16
         5.2   Company Contributions........................................17
         5.3   Payment of Company's Contribution............................17
         5.4   Schedule.....................................................18
         5.5   Correction of Errors.........................................18
         5.6   No Obligation of Trustee and Administrator...................18

ARTICLE 6  ALLOCATION OF CONTRIBUTIONS AND TRUST EARNINGS...................18
         6.1   Accounts of Participants.....................................18
         6.2   Allocation of Company Contributions..........................18
         6.3   Nondiscrimination Requirements for Company Contributions.....19
         6.4   Limitation on Participant Allocations........................20
         6.5   Net Value of the Trust.......................................22
         6.6   Adjustment of Accounts.......................................22
         6.7   Limitation of Participant's Rights...........................23
         6.8   Forfeiture Accounts..........................................23

ARTICLE 7  RETIREMENT BENEFITS..............................................23
         7.1   Normal Retirement............................................23
         7.2   Late Retirement..............................................23
         7.3   Early Retirement.............................................23
         7.4   Disability Retirement........................................23
         7.5   Retirement Benefits..........................................24

ARTICLE 8  DEATH BENEFITS...................................................24
         8.1   Death of a Participant.......................................24
         8.2   Designation of Beneficiary...................................24
         8.3   Distribution in Case No Beneficiary Designated or Surviving..24
         8.4   Death of a Beneficiary.......................................25

ARTICLE 9  SEVERANCE BENEFITS...............................................25
         9.1   Severance Benefit............................................25
         9.2   Vested Balance...............................................25
         9.3   Years of Service.............................................26
         9.4   Disposition of Forfeitures...................................26
         9.5   Severance Benefits in Certain Cases..........................27

ARTICLE 10  DISTRIBUTION OF BENEFITS........................................28
         10.1  Time and Manner of Distribution of Benefits..................28
         10.2  Required Distributions of Benefits...........................31
         10.3  Elective Distribution after Attainment of Age 59-1/2.........35
         10.4  Notice of Death, Retirement or Termination of Service........35
10.5  Direct Rollover Distributions................................35
         10.6  Distribution under Qualified Domestic Relations Order........35
         10.7  Hardship Distributions.......................................36
         10.8  Distribution of Excess Deferrals.............................37
         10.9  Distribution of Excess Contributions.........................38
         10.10 Distribution of Excess Aggregate Contributions...............39
         10.11 Withdrawals from Rollover Accounts...........................39
         10.12 Distributions upon Plan Termination..........................39
         10.13 Cessation of Interest........................................39
         10.14 Missing Persons..............................................39
         10.15 Mailing of Benefits..........................................40
         10.16 Minors and Incompetents......................................40
         10.17 Withdrawals by Certain Former Participants...................40

ARTICLE 11  ADMINISTRATION OF THE PLAN......................................40
         11.1  Appointment of Administrator.................................40

ARTICLE 12  TRUSTEE.........................................................41
         12.1  Trust Agreement..............................................41
         12.2  Investment of Trust Fund.....................................41
         12.3  Trustee's Accounts...........................................48
         12.4  Trustee's Records............................................48
         12.5  Trustee's Liability..........................................48
         12.6  Trustee's Compensation and Expenses..........................48

ARTICLE 13  AMENDMENT AND TERMINATION.......................................48
         13.1  Right to Amend or Terminate..................................48
         13.2  Permanence of Plan...........................................49
         13.3  Termination of Plan or Plan and Trust........................49
         13.4  Vesting on Termination or Partial Termination of Plan or
                  Discontinuance of Contributions...........................49
         13.5  Successor to Business of Company.............................49
         13.6  Liquidation of Trust.........................................49
         13.7  Merger or Consolidation of Plan..............................50

ARTICLE 14  SPENDTHRIFT PROVISION; LOANS....................................50
         14.1  Alienation Prohibited........................................50
         14.2  Loans to Participants........................................51
ARTICLE 15  SPECIAL TAX QUALIFICATION PROVISIONS............................52
         15.1  Affiliated Companies.........................................52
         15.2  Top-Heavy Plan Requirements..................................53

ARTICLE 16  MISCELLANEOUS...................................................55
         16.1  Rights of Employees..........................................55
         16.2  Obligation of the Company....................................55
         16.3  Action by the Company........................................55
         16.4  Construction.................................................55
         16.5  Liability of Company.........................................55
         16.6  Titles.......................................................55
         16.7  Counterparts.................................................56
         16.8  Expenses.....................................................56

ARTICLE 17  EFFECTIVE DATES.................................................56

Schedule A
Schedule B
Schedule C
Schedule D
ABN AMRO WCS HOLDING COMPANY

                               401(k) SAVINGS PLAN

                         -------------------------------

                         Effective as of January 1, 2002

                         -------------------------------

                                   ARTICLE 1

                                TITLE AND PURPOSE

     1.1 Title. The Plan shall be known as the ABN AMRO WCS Holding Company
401(k) Savings Plan.

     1.2 Purpose; Exclusive Benefit. ING [U.S.] Financial Holdings Corporation
adopted the ABN AMRO Securities LLC 401(k) Savings Plan (the "LLC Plan"),
effective as of April 16, 2001, to provide benefits for eligible employees of
ING [U.S.] Financial Holdings Corporation or an applicable affiliate thereof
("ING"). ABN AMRO Securities LLC ("LLC") subsequently assumed the sponsorship of
the LLC Plan to provide benefits to certain individuals who (a) were
participants, as of April 15, 2001, in the ING [U.S.] Financial Holdings
Corporation 401(k) Savings Plan (the "ING Plan"), and (b) who ceased to be
employed by ING and thereafter were entered on the employee payroll of LLC upon
the closing of the transactions contemplated by that certain Membership Interest
and Asset Purchase Agreement, dated as of January 29, 2001 and as amended and
restated as of April 20, 2001, by and among ABN AMRO Incorporated, ING [U.S.]
Financial Holdings Corporation and ING Merger LLC (the "Closing"). Individuals
who were entered on the employee payroll of LLC after the Closing, who met the
eligibility requirements of the LLC Plan, also became LLC Plan participants
according to the terms of the LLC Plan.

     LLC, ABN AMRO WCS Holding Company and various other affiliates of ABN AMRO
Bank N.V. have been designated as part of the Wholesale Client Services line of
U.S. businesses (collectively, "WCS Employers"). A realignment of the employee
benefits for eligible employees of WCS Employers is being implemented effective
January 1, 2002.

     In connection with such benefits realignment, the LLC Plan is hereby
amended and restated herein, to provide for such plan to be a plan for all of
the eligible employees of the WCS Employers, and its name is hereby changed to
the "ABN AMRO WCS Holding Company 401(k) Savings Plan," each effective as of
January 1, 2002. Notwithstanding any other provision of the Plan, any applicable
right and/or obligation of any individual which arose before the effective date
of the Plan as amended and restated shall be determined in accordance with the
provisions of the LLC Plan or other plan, as applicable, as in effect at the
time at which such right and/or obligation arose.

     The Plan is maintained for the purpose of enabling Employees of a Company
who qualify as Participants to share in the profits of the Company and to save
and invest in accordance with the terms of the Plan. The Plan is intended to
qualify as a profit sharing plan under Section 401(a) of the Code and to
constitute a qualified cash or deferred arrangement under Section 401(k) of the
Code. The principal and income of the Plan shall never be paid or revert to the
Company, or be used for any purpose whatsoever other than the exclusive purpose
of providing benefits to the Participants or their Beneficiaries and defraying
the reasonable expenses of administering the Plan, except that (a) amounts
described in Section 6.4(i) may be returned to the Company upon termination of
the Plan; (b) contributions made by mistake of fact may, if the Company so
elects, be returned to the Company within one (1) year of the date of payment;
and (c) contributions of the Company, all of which are hereby conditioned on
their deductibility under the Code, may, if and to the extent that a deduction
therefor is disallowed, and if the Company so elects, be returned to the Company
within one year of the disallowance of the deduction. Earnings attributable to
contributions returnable to the Company under the foregoing sentence shall not
be returned to the Company, but any losses attributable to those contributions
shall reduce the amount returned to the Company.

                                    ARTICLE 2

                                   DEFINITIONS

     2.1 "Account" means any or all of the accounts maintained on the books
of the Plan for a Participant's benefit pursuant to any provision of the
Plan.

     2.2 "Administrator" has the meaning set forth in Section 11.1.

     2.3 "Affiliated Companies" means each Company and all corporations,
partnerships, trades or businesses (whether or not incorporated) described in
and subject to the terms of Section 15.1. "Affiliated Company" shall mean a
Company or an Affiliated Company, as the context requires.

     2.4 "Annual Addition" means the sum of the contributions of the Company
(including Deferral Contributions) allocated to a Participant's Account for the
Plan Year.

     2.5 "Application" has the meaning set forth in Section 4.2.

     2.6 "Average Contribution Percentage" has the meaning set forth in Section
6.3.

     2.7 "Average Deferral Percentage" has the meaning set forth in Section 4.3.

                                     - 2 -
2.8 "Beneficiary" means the person, persons or entity designated by a
Participant pursuant to Section 8.2 (or if no such person or entity is
designated or survives, the person or persons specified in Section 8.3) to
receive the benefits distributable under the Plan on account of the
Participant's death.

     2.9 "Claimant" has the meaning set forth in paragraph (18) of Schedule C,
attached hereto.

     2.10 "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or other statute of similar import.

     2.11 "Company" means ABN AMRO WCS Holding Company or any successor to
substantially all of the business thereof, as applicable ("WCS"). The term
"Company," as used throughout this Plan document, shall refer as well to the
appropriate Participating Employer (and, if applicable, to the successor(s) of
such entity). Notwithstanding the immediately-preceding sentence, however, for
purposes of Articles 11 and 12, Section 13.1 and Schedule C, "Company" shall
refer only to WCS. For purposes of this Plan, "Participating Employers" are WCS
and each other entity designated, from time to time, as a Participating Employer
by the applicable governing body of WCS (or the authorized delegate of such
governing body). Each Participating Employer hereunder shall be an Affiliated
Company, but not all Affiliated Companies shall be Participating Employers
hereunder.

     2.12 "Company Contributions Account" means an account maintained on the
books of the Plan for the purpose of recording allocations to a Participant of
contributions made to the Plan by the Company pursuant to Section 5.1, and any
income, expenses, gains and losses attributable thereto and any withdrawals or
distributions therefrom.

     2.13 "Compensation" means amounts paid within a Plan Year to a Participant
by the Company for services rendered consisting of his basic salary, wages,
overtime, cash bonuses, pre-tax deferrals, commissions, and other cash
compensation, but excluding all other types of compensation such as, without
limitation, severance pay and any other irregular payments or fringe benefits;
provided, however, that for all purposes and provisions of the Plan other than
Section 6.4, the Deferral Contributions made on behalf of a Participant pursuant
to Article 4, any pre-tax contributions made by an Employee pursuant to a
program described in Section 132(f) of the Code, and any pre-tax contributions
made by an Employee pursuant to a plan described in Section 125 of the Code,
shall be considered part of his Compensation. Notwithstanding the preceding
sentence, for purposes of Sections 4.3 and 6.3 of the Plan, "Compensation" means
(a) total compensation paid within a Plan Year to a Participant, as defined in
Section 415(c)(3) of the Code, and with the inclusion of amounts not includible
in income under Sections 125 or 402(e)(3) of the Code, and (b) with respect to
the year in which a Participant becomes eligible to participate or ceases to be
eligible to participate in the Plan, the compensation for the months in such
year during which such Participant was eligible to participate. The Compensation
of each Employee taken into account under the Plan for any Plan Year beginning
on or after January 1, 2002 shall not exceed $200,000, or such other amount as
may apply under Section 401(a)(17) of the Code, in each case as adjusted by the
Secretary of the Treasury pursuant to Section 415(d) of the Code.

                                     - 3 -
2.14 "Deferral Contribution" means an amount contributed to the Plan
pursuant to Article 4.

     2.15 "Deferral Contributions Account" means an account maintained on the
books of the Plan for the purpose of recording contributions made to the Plan by
the Company pursuant to a Participant's election in accordance with Article 4,
and any income, expenses, gains or losses attributable thereto and any
withdrawals or distributions therefrom.

     2.16 "Eligible Distribution" has the meaning set forth in Section 10.5.

     2.17 "Eligible Plan" has the meaning set forth in Section 10.5.

     2.18 "Eligible Recipient" has the meaning set forth in Section 10.5.

     2.19 "Employee" means each individual who is entered on the employee
payroll of WCS. "Part-Time Employee" shall mean an Employee who is employed by
an Affiliated Company on the basis that he will regularly work not more than
twenty-one (21) hours per week. "Full-Time Employee" shall mean an Employee who
is employed by an Affiliated Company on the basis that he will regularly work
more than twenty-one (21) hours per week. An individual initially hired as a
Full-Time Employee shall not thereafter be treated as a Part-Time Employee,
unless he shall be rehired as a Part-Time Employee following a termination of
employment or a Leave of Absence.

     2.20 "Employment Commencement Date" means the date on which an Employee or
a Leased Employee first renders an Hour of Service to an Affiliated Company. In
the case of an Employee who returns to employment with the Affiliated Companies
after a One-Year Break in Service, Employment Commencement Date shall mean the
date on which the Employee renders an Hour of Service after such One-Year Break
in Service. In the case of an Employee of any corporation, partnership, trade or
business that becomes an Affiliated Company (or is merged into or otherwise
becomes part of an Affiliated Company) in accordance with Section 15.1, such
Employee's Employment Commencement Date for purposes of the Plan shall be
established by the Company, but in the absence of any affirmative action to
establish an earlier date, the Employment Commencement Date of each such
Employee shall be the date on which his employer became an Affiliated Company.

     2.21 "Entry Date" means the first day of each month. However, solely for
purposes of the Plan's applicable recordkeeping system, "Entry Date" shall mean
the first business day of each month.

     2.22 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or other statute of similar import.

     2.23 "Excess Aggregate Contributions" has the meaning set forth in Section
10.10.

     2.24 "Excess Contributions" has the meaning set forth in Section 10.9.

     2.25 "Excess Deferral Amount" has the meaning set forth in Section 10.8.

                                     - 4 -
2.26 "Fiscal Year" means the regular annual accounting period of the
Company for federal income tax purposes, which at the time of the adoption of
this restatement coincides with the calendar year.

     2.27 "Highly Compensated Employee" means an employee of an Affiliated
Company who:

          (a) Was at any time a 5-percent owner, within the meaning of Section
     416(i)(1) of the Code, of an Affiliated Company during the Plan Year in
     question or the immediately preceding Plan Year; or

          (b) Had Compensation during the Plan Year immediately preceding the
     Plan Year in question in excess of $80,000 (as adjusted pursuant to Section
     414(q)(1) of the Code), and, if an election as provided for in Section
     414(q)(1)(B)(ii) of the Code is in effect, was a member of the top-paid
     group of employees, within the meaning of Section 414(q)(3) of the Code,
     determined by excluding the following Employees for such year:

               (i)   Employees who have not completed six months of service;

               (ii)  Employees who normally work less than seventeen and one-
          half hours per week;

               (iii) Employees who normally work during not more than six months
          during any year;

               (iv)  Employees who have not attained age 21; and

               (v)   Employees who are included in a unit of employees covered
          by a collective bargaining agreement.

     2.28 "Hour of Service" means the following:

          (a) Each hour for which an Employee is paid, or entitled to payment,
     for the performance of duties for an Affiliated Company. These hours shall
     be credited to the Employee for the computation period or periods in which
     the duties were performed; provided, however, that in the event a single
     payroll period covers more than one computation period, hours shall be
     credited to the Employee for the computation period in which the payroll
     period ends.

          (b) Each hour for which an Employee is paid, or entitled to payment,
     by an Affiliated Company on account of a period of time during which no
     duties are performed (irrespective of whether the employment relationship
     has terminated) due to vacation, holiday, illness, incapacity (including
     disability), jury duty, military duty, severance (for purposes of
     determining an Employee's Years of Service only, and only to the extent
     provided pursuant to a written severance agreement) or leave of absence;
     provided, however, that:

                                     - 5 -
(i)   no more than 501 Hours of Service shall be credited under
          this paragraph (b) to an Employee on account of any single continuous
          period during which the Employee performs no services (whether or not
          such period occurs in a single Plan Year or other computation period);

               (ii)  an hour for which an Employee is paid, or entitled to
          payment, by an Affiliated Company on account of a period during which
          no duties are performed shall not 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 shall not be credited for a payment which
          solely reimburses an Employee for medical or medically related
          expenses incurred by the Employee.

          (c) Each hour for which back pay, irrespective of mitigation of
     damages, is either awarded or agreed to by an Affiliated Company; provided,
     however, that the same Hours of Service shall not be credited under both
     paragraph (a) above and this paragraph (c); and provided, further, that no
     more than 501 Hours of Service shall be credited under this paragraph (c)
     with respect to payments of back pay, to the extent that such back pay is
     agreed to or awarded for a period of time described in paragraph (b) above,
     during which the Employee did not or would not have performed any duties.
     These hours shall be credited to the Employee for the computation period or
     periods to which the award or payment pertains, rather than the computation
     period in which the award, agreement or payment is made.

     Hours of Service for nonperformance of duties shall be credited in
accordance with Department of Labor Regulations Section 2530.200b-2(b). Hours of
Service shall be credited to the applicable computation period in accordance
with Department of Labor Regulations Section 2530.200b-2(c).

     Solely for the purpose of determining whether an Employee has incurred a
One-Year Break in Service, an Employee who is absent from work on account of
pregnancy or of the birth or adoption of a child, or for purposes of caring for
a newborn or newly adopted child, shall be credited during such absence with the
number of Hours of Service which would normally have been credited to him but
for such absence (or, if the number just described cannot be determined, with
eight Hours of Service per day of such absence); provided, however, that no more
than 501 Hours of Service shall be credited with respect to any such pregnancy,
birth or adoption; and provided, further, that the Employee must furnish such
information as the Administrator shall reasonably require to establish the
reason for the absence and number of days for which it counted. Hours of Service
credited in accordance with the preceding sentence shall be credited for the
computation period in which the absence begins, if necessary to prevent a
One-Year Break in Service in that period, or if not, in the computation period
next following that in which the absence begins.

                                     - 6 -
A Leased Employee shall be credited with Hours of Service in the same
manner as an Employee, treating payment or entitlement to payment on account of
services performed for an Affiliated Company as though the payment were made or
to be made by the Affiliated Company.

     2.29 "ING Plan" means the ING [U.S.] Financial Holdings Corporation 401(k)
Savings Plan.

     2.30 "Leased Employee" means any person, other than an Employee, who has
performed services for an Affiliated Company (or for the recipient and related
persons determined in accordance with Section 414(n) of the Code), on a
substantially full-time basis for a period of at least one year, under the
primary direction or control of the Affiliated Company. A Leased Employee shall
not be eligible to participate in the Plan, but a Leased Employee who becomes an
Employee shall receive credit for purposes of Articles 3 and 9, respectively,
for the Hours of Service and for the Years of Service credited to him while he
was a Leased Employee, and for the period of one year immediately before he
became a Leased Employee.

     2.31 "Leave of Absence" means any extended unpaid absence from employment
which is authorized in writing by an Affiliated Company on a uniform and
nondiscriminatory basis. Leave of Absence may be authorized for reasons of
illness, injury, temporary reduction in work force, training, education or other
reasons in the discretion of an Affiliated Company. Leave of Absence shall be
authorized for any period of military service in the Armed Forces of the United
States during which the Employee's re-employment rights are protected by law. If
an Employee leaves employment pursuant to a Leave of Absence and fails (for any
reason other than his death or Retirement) to return to employment with the
Company at its expiration, he shall be deemed to have quit as of the
commencement of the Leave of Absence, unless he has again become an Employee by
the first anniversary of that date. A Full-Time Employee shall be considered to
have continued employment with the Affiliated Companies during a Leave of
Absence. During a Leave of Absence a Part-Time Employee shall, for purposes of
this Plan, be credited with Hours of Service at the rate of the number of hours
per day that active Employees in his job classification were scheduled to work
during such Leave of Absence.

     For purposes of determining whether an Employee has incurred a One-Year
Break in Service or has earned a Year of Service for vesting purposes, an
Employee on Leave of Absence shall be credited during such absence with the
number of Hours of Service that would normally have been credited to him but for
such absence (or, if the number just described cannot be determined, with eight
Hours of Service per day of such absence); provided, however, that no more than
501 Hours of Service shall be credited with respect to any Leave of Absence.
Hours of Service credited in accordance with the preceding sentence shall first
be credited for the Plan Year in which the absence begins, as necessary, and any
remaining Hours of Service shall be credited in the Plan Year next following
that in which the absence begins.

     2.32 "Non-Highly Compensated Employee" means an Employee who is not a
Highly Compensated Employee.

                                     - 7 -
2.33 "One-Year Break in Service" means a Plan Year during which an Employee
is not credited with more than 500 Hours of Service.

     2.34 "Participant" means an Employee who (a) began participating in the
Plan in accordance with Article 3 and has not, for any reason, ceased such
participation, or (b) has an Account in the Trust Fund resulting from his past
participation in this Plan or another plan. "Former Participant" means a person
who had been a Participant, but has ceased to be a Participant for any reason,
for whom there remains an amount in the Trust Fund which is allocable to his
Account. Notwithstanding any other provision of the Plan, a person (i) on the
payroll of an entity that is not WCS, or (ii) otherwise treated as an employee
of an entity that is not a Participating Employer, shall not be eligible to
participate in the Plan, regardless of any subsequent inconsistent determination
regarding such person's payroll or employment status.

     2.35 "Plan" means the ABN AMRO WCS Holding Company 401(k) Savings Plan as
set forth herein, with any and all supplements and amendments hereto which may
be in effect. "Group Plan" means the ABN AMRO Group Profit Sharing and Savings
Plan and Trust as in effect: (a) on December 31, 2001, with respect to (i) a
Group Plan Account transferred to, or (ii) an Account transferred from, the
Trust Fund in the initial transfer of Group Plan Accounts or Accounts effective
as of December 31, 2001 or as soon as practicable thereafter; or (b) on such
applicable date after December 31, 2001, with respect to (i) the transfer to the
Trust Fund of a Group Plan Account, or (ii) the transfer from the Trust Fund of
an Account, subsequent to the initial transfer of Group Plan Accounts or
Accounts. "LLC Plan" means the ABN AMRO Securities LLC 401(k) Savings Plan.

     2.36 "Plan Year" means the calendar year.

     2.37 "Qualified Domestic Relations Order" means a judgment, decree or order
that (a) relates to the provision of child support, alimony, or marital property
rights to a spouse, former spouse, child or other dependent of a Participant,
(b) is made pursuant to the domestic relations law (including community property
law of any state), and (c) is determined by the Administrator to constitute a
"qualified domestic relations order" within the meaning of Section 414(p) of the
Code.

     2.38 "Retirement" means Normal, Late, Early or Disability Retirement, as
provided in Article 7.

     2.39 "Rollover Account" means an account maintained on the books of the
Plan for the purpose of recording the Rollover Contributions, if any, made by or
on behalf of a Participant pursuant to Section 4.4, and any income, expenses,
gains or losses attributable thereto and any distributions therefrom.

     2.40 "Rollover Contribution" means a contribution made in accordance with
Section 4.4.

     2.41 "Securities Plan Benefits Account" means an account maintained on the
books of the Plan for the purpose of recording the benefits of Participants who
participated in the ING [U.S.] Securities, Futures & Options, Inc. Profit
Sharing 401(k) Plan as of December 31, 1996, and any earnings attributable to
such benefits earned on or after January 1, 1997.

                                     - 8 -
2.42 "Severance Date" means the earlier of (a) the date on which an
Employee separates from service with an Affiliated Company because of
Retirement, death, quit or discharge, or (b) the first anniversary of the date
on which an Employee begins a period of absence from active employment with an
Affiliated Company, with or without pay, for any reason other than Retirement,
death, quit or discharge.

     2.43 "Special Contribution" has the meaning set forth in Section 4.3.

     2.44 "Tax-Qualified Retirement Plan" means a retirement plan that meets the
requirements of Section 401(a) of the Code.

     2.45 "Transfer Contribution" means a contribution made in accordance with
Section 4.5.

     2.46 "Trust Agreement" means the Trust Agreement between the Company and
the Trustee, as amended from time to time, which has been established for the
purpose of funding benefits under the Plan, or any successor Trust Agreement or
Agreements.

     2.47 "Trust" and "Trust Fund" means the fund established pursuant to the
Trust Agreement.

     2.48 "Trustee" means the trustee acting as such, pursuant to the Trust
Agreement, or any successor or successors.

     2.49 "Valuation Date" means each day that the New York Stock Exchange is
open for business, or such other date or dates as the Administrator may
designate. Valuation Dates shall occur no less frequently than once in every
twelve months.

     2.50 "Year of Service" has the meaning set forth in Section 9.3.

                                    ARTICLE 3

                           ELIGIBILITY TO PARTICIPATE

     3.1 Initial Eligibility. Each Employee employed by a Participating Employer
as of January 1, 2002 who: (a) participated in the LLC Plan as of December 31,
2001, (b) was entered on the employee payroll of LLC as of December 31, 2001 and
(c) was employed, as of December 31, 2001, by an employer who sponsors the LLC
Plan, shall commence participation in this Plan as of January 1, 2002. Each
Employee employed by a Participating Employer as of January 1, 2002 who: (a)
participated in the Group Plan as of December 31, 2001 and (b) was employed, as
of December 31, 2001, by an employer who then sponsored the Group Plan, shall
commence participation in this Plan as of January 1, 2002. Each Employee
employed by a Participating Employer as of a date after December 31, 2001 who,
on the day immediately prior to such date, was both employed by an employer who
then sponsored the Group Plan and participated in the Group Plan, shall commence
participation in this Plan as of the first day of the first

                                     - 9 -
payroll period following the day on which such individual became an Employee
employed by a Participating Employer.

     Each other Employee who is a Full-Time Employee shall become a Participant
on the Entry Date coinciding with or next following the date which is six (6)
consecutive months following the Employee's Employment Commencement Date,
provided that such Full-Time Employee is still an Employee of a Participating
Employer on such Entry Date. If an Employee who becomes a Participant in
accordance with this paragraph declines to elect any Deferral Contributions
beginning as of the first date on which he becomes a Participant, such
Participant shall not be eligible to elect Deferral Contributions until the next
following Entry Date.

     Each other Employee who is a Part-Time Employee shall become a Participant
in the Plan on the Entry Date next following the date on which he has completed
a period of twelve (12) consecutive months since his Employment Commencement
Date, during which he was credited with at least 1,000 Hours of Service,
provided that such Part-Time Employee is still an Employee of a Participating
Employer on such Entry Date. The first such period considered shall commence on
his Employment Commencement Date; subsequent periods shall coincide with the
Plan Year, commencing with the Plan Year in which the first anniversary of his
Employment Commencement Date occurs.

     A Participant who is seconded by the Company to an Affiliated Company for a
temporary period shall remain a Participant during such period, and for all
purposes of this Plan his service for such Affiliated Company during such period
shall be treated as service for the Company.

     A person who is not a member of a group or class ineligible to participate
in the Plan, who becomes an Employee after previously having been either a
Temporary Employee or a person who would have been a Leased Employee but for
having performed services for less than one year, shall receive credit for
purposes of this Article 3 for all Hours of Service credited while in such prior
employment classification, pursuant to the provisions of the relevant plan from
which such person's account thereunder was transferred to a plan which was
merged into the ING Plan or the LLC Plan. For persons whose crediting of service
under this paragraph is required to be calculated according to the ING [U.S.]
Securities, Futures & Options, Inc. Profit Sharing 401(k) Plan, such crediting
shall be calculated in accordance with the provisions of Income Tax Regulations
Section 1.410(a)-7(f)(1)(ii).

     3.2 Eligibility Following Interruption of Service. An Employee who incurs
one or more One-Year Breaks in Service after having become a Participant shall
remain eligible to participate in the Plan, and may resume participation in the
Plan as of the date on which he first completes an Hour of Service following his
return to employment. An Employee who fulfills the relevant requirement of
Section 3.1 and incurs one or more consecutive One-Year Breaks in Service before
the occurrence of his Entry Date shall become eligible to participate in the
Plan as of the date on which he first completes an Hour of Service following his
return to employment. An Employee whose employment terminates before he has
fulfilled the relevant requirements of Section 3.1 shall be treated as a new
Employee upon his re-employment.

                                     - 10 -
3.3 Determination and Notice of Eligibility by Administrator. The
determination of an Employee's eligibility to participate in the Plan shall be
made from the records of the Company by the Administrator, who shall have full
and complete discretion, power and authority to interpret and apply the
eligibility provisions of the Plan. The Administrator shall inform each Employee
who satisfies the requirements of Section 3.1 or 3.2 of his eligibility to
participate in the Plan.

     3.4 Eligibility Classification. Notwithstanding the foregoing provisions of
this Article 3, an Employee shall not be eligible to participate in the Plan for
a Plan Year if such Employee is a member of a classification of Employees of the
Company which the Company has designated as not currently eligible to be
Participants. Subject to applicable law and regulations, the Company may at any
time and from time to time remove any one or more Employees or any group(s) or
class(es) of Employees from eligibility for participation in this Plan, provided
that in no event shall such removal reduce the amounts theretofore credited to
the Account of any Participant. The following are not eligible to participate in
the Plan:

     (1)  An Employee seconded to the Company by an Affiliated Company for a
          temporary period of service.

     (2)  A Leased Employee.

     (3)  An individual who was hired for a specified fixed time period and
          whose employment has not been changed to a permanent status (a
          "Temporary Employee").

     (4)  A member of a collective bargaining unit covered under a collective
          bargaining agreement, unless such agreement provides for coverage of
          such bargaining unit member in the Plan.

     (5)  An Employee whose most recent period of continuous, unbroken
          employment with the Company or with an Affiliated Company commenced at
          a location outside the United States and the U.S. Virgin Islands. In
          the event such Employee's period of continuous employment is broken
          and he is subsequently reemployed by the Company at a location inside
          the United States, he shall be treated as a new Employee for purposes
          of determining eligibility under this Plan. For purposes of the
          preceding sentences, an Employee's period of continuous employment
          shall not be broken by a "temporary" transfer of employment from the
          Company to an Affiliated Company, but shall be broken if such transfer
          is "permanent." The applicable governing body of the Company, based on
          the facts and circumstances of a transfer, shall have the right to
          designate any such transfer as temporary or permanent for purposes of
          the Plan and to change any such designation at any time or times,
          provided that such body acts in a uniform and nondiscriminatory
          manner. A transfer shall be deemed to be of a type which would enable
          the person to be eligible or continue to be eligible to participate in
          the Plan unless the applicable governing body designates otherwise.

                                     - 11 -
3.5 Determination of Eligibility by Plan Administrator. The determination
of an Employee's eligibility to participate in the Plan and to have a Company
Contribution allocated to his Account for the Plan Year shall be made from the
records of the Company by the Administrator, who shall have full discretionary
authority and power to interpret and apply the eligibility provisions of the
Plan and to make factual determinations necessary in connection therewith.

     3.6 Exclusion of Certain Individuals. Notwithstanding any other provision
of this Article 3 to the contrary, any individual classified by the Company as a
contractor and/or an independent contractor, including any Leased Employee,
shall be ineligible to participate in the Plan, even if such individual is (a)
subsequently determined, by judicial action or otherwise, to have instead been
an Employee of the Company, or (b) re-characterized as an employee for any
federal, state or local law purpose.

     3.7 Application of USERRA. Notwithstanding any provision of this Plan to
the contrary, contributions, benefits, and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Code. This provision shall be effective as of the effective date of the
Uniformed Services Employment and Reemployment Rights Act of 1994, as amended
from time to time, with respect to the Plan.

     3.8 Erroneous Inclusion of Ineligible Employee. If in any Plan Year any
person is erroneously included in the Plan as a Participant and discovery of the
incorrect inclusion is made after a contribution on behalf of the person has
been made to the Plan, the amount contributed, plus income or loss allocable
thereto, on behalf of the ineligible person shall constitute a forfeiture for
the period in which the discovery is made; provided, however, that any Deferral
Contributions shall be returned, together with the income or loss allocable
thereto, to the person who made the contribution.

     3.9 Erroneous Exclusion of Eligible Employee. If in any Plan Year an
eligible person is erroneously omitted from participation in the Plan, and if
the eligible person so directs, the person shall be permitted to make-up
Deferral Contributions that would have been made; provided, however, that no
Deferral Contributions will be permitted with respect to Compensation currently
available; and provided, further, that no Deferral Contributions shall exceed
the maximum amount that would have been made on behalf of the eligible person in
accordance with the limitations of Articles 4, 5, and 6 of the Plan. The Company
shall make a Company Contribution with respect to Deferral Contributions made in
accordance with this Section; provided, however, that the Company Contribution
shall not exceed the maximum amount of Company Contribution that would have been
made on behalf of the eligible person in accordance with the limitations of
Articles 5 and 6 of the Plan. The eligible person's Account shall be credited
with income on any Deferral Contribution, and Company Contribution allocated to
his Account, and such income may be derived from forfeitures available for
reallocation. In lieu of the above, the Company may, in its discretion and with
the consent of the Administrator, provide for make-up Deferral Contributions and
Company Contributions to the extent the eligible person would otherwise have
been eligible to make contributions and receive a Company Contribution pursuant
to the terms of the Plan, subject to the limitations of Articles 4, 5, and 6 of
the Plan.

                                     - 12 -
The amount necessary to satisfy the provisions of this Section 3.10, other
than Deferral Contributions, shall be derived from supplementary contributions
of the Company pursuant to the last sentence of Section 5.1, to the extent the
deficiency is not satisfied from forfeited amounts pursuant to the terms of
Section 6.8.

                                    ARTICLE 4

                             DEFERRAL CONTRIBUTIONS

     4.1 Participants' Deferral Contributions. Subject to Section 4.3, each
Employee who has become eligible to participate in the Plan in accordance with
Article 3 shall be entitled to elect that the Company contribute to the Plan as
a Deferral Contribution on his behalf any whole percentage from one percent to
15 percent of his Compensation. No Participant shall be entitled to elect to
have the Company make a Deferral Contribution for any Plan Year if the
contribution: (i) would cause the Annual Addition to his Account to exceed the
maximum specified in Section 6.4; or (ii) the contribution would cause the total
of the Participant's Deferral Contributions for any calendar year to exceed the
limit set forth in Section 402(g) of the Code. A Participant shall be 100
percent vested in his Deferral Contributions at all times.

     4.2 Time and Manner of Deferral Contributions. The time and manner of
Deferral Contributions on behalf of Participants shall be subject to the
following rules and conditions:

          (a) Each Participant shall provide, at such time and in such manner as
     the Administrator shall specify, an election indicating the percentage(s),
     if any, of his Compensation which shall be contributed to the Plan on his
     behalf as a Deferral Contribution (an "Application"). Applications for
     Employees who have not previously elected to have Deferral Contributions
     made on their behalf will be accepted by the Administrator as of such date
     or dates as the Administrator shall from time to time establish and
     announce in writing. A Participant's election to commence Deferral
     Contributions shall remain in effect until modified or suspended in
     accordance with paragraphs (d) and (e).

          (b) Deferral Contributions shall be made by payroll deductions in the
     percentages elected by each Participant in his Application, and in such
     other manner as the Administrator may permit in accordance with paragraph
     (c).

          (c) Subject to the provisions of this Section 4.2, the Administrator
     shall have the discretionary authority and power to establish uniform and
     nondiscriminatory rules and procedures, and from time to time to modify or
     change such rules and procedures, governing the manner and method by which
     Deferral Contributions shall be made to the Plan; provided, however, that
     in no event shall a Deferral Contribution be permitted with respect to
     Compensation currently available to a Participant.

          (d) Within the limits prescribed in this Article 4, a Participant may
     elect to change the percentage rate at which Deferral Contributions, if
     any, are made on his behalf, at such times and in such manner as the
     Administrator shall from time to time establish and announce in writing,
     but at least once each month.

                                     - 13 -
(e) A Participant may elect at any time to reduce or suspend
     completely the Deferral Contributions made on his behalf, and a Participant
     who has suspended his Deferral Contributions may elect to have such
     contributions resume, within the limits prescribed by this Article 4, at
     such times and in such manner as the Administrator shall from time to time
     establish and announce in writing.

          (f) All Deferral Contributions made by the Company on behalf of a
     Participant shall be transmitted by the Company to the Trustee within the
     time required by the applicable regulations issued pursuant to Section
     401(k) of the Code and by rules and regulations promulgated by the
     Department of Labor.

     4.3 Nondiscrimination Requirements for Deferral Contributions. Deferral
Contributions for a Plan Year must satisfy at least one of the following tests:

          (a) The Average Deferral Percentage (as hereinafter defined) for the
     group of Highly Compensated Employees who have satisfied the eligibility
     requirements of Article 3 (the "HCE Group") does not exceed the Average
     Deferral Percentage for the preceding Plan Year for the group of Non-Highly
     Compensated Employees who have satisfied the eligibility requirements of
     Article 3 (the "NHCE Group") times 1.25; or

          (b) The Average Deferral Percentage for the HCE Group does not exceed
     the Average Deferral Percentage for the NHCE Group for the preceding Plan
     Year times 2.0, and the Average Deferral Percentage for the HCE Group does
     not exceed the Average Deferral Percentage for the NHCE Group for the
     preceding Plan Year by more than two (2) percentage points.

     If the Company makes an election pursuant to Section 401(k)(3)(A) of the
Code, the term "current Plan Year," when used in this Section 4.3, shall be
substituted for the term "preceding Plan Year."

     The Average Deferral Percentage for a group of Participants for a Plan Year
shall be the average, expressed as a percentage, of the individual ratios of (i)
an Employee's Deferral Contributions for the Plan Year to (ii) the Employee's
Compensation for the Plan Year while he is a Plan Participant (or, provided that
this method is applied to all Employees for a Plan Year, the Participant's
Compensation for that portion of the Plan Year during which he was eligible to
participate in the Plan). In calculating such ratios, (i) Deferral Contributions
returned to a Participant to reduce an Excess Amount as defined in Section 6.4
shall be excluded; (ii) contributions made on behalf of a Highly Compensated
Employee pursuant to Section 401(k) of the Code under all plans of any
Affiliated Companies shall be considered to have been made under a single
arrangement; and (iii) the rules set forth in Income Tax Regulations Section
1.401(k)-1(b) shall apply.

     For purposes of this Section 4.3 the term "Participant" includes any
Employee who was eligible for all or part of the Plan Year to make Deferral
Contributions, or who would have been eligible but for a suspension pursuant to

                                     - 14 -
Section 10.7 or the limitation contained in Section 6.4. The Average Deferral
Percentage for any Participant who makes no Deferral Contributions shall be
zero. If the Company elects to apply the special minimum coverage rule of
Section 410(b)(4)(B) of the Code (relating to participation of employees not
meeting certain age and service requirements) and such rules are satisfied, the
Company may elect to exclude for purposes of this Section 4.3 all Employees
(other than Highly Compensated Employees) who have not met the minimum age and
service requirements of Section 410(a)(1)(A) of the Code.

     Subject to the rules of Income Tax Regulations Section 1.401(k)-1(b)(5), in
calculating Average Deferral Percentages, the Administrator may calculate an
Employee's ratio of Deferral Contributions to Compensation by taking into
account Company Contributions allocated to his Account as though they were
Deferral Contributions. For any Plan Year in which the Deferral Contributions
elected by Participants do not satisfy one of the tests in this Section 4.3, the
Company may, but shall not be required to, make an additional contribution,
which shall be designated a Special Contribution, for the benefit of all
Employees who have satisfied the eligibility requirements of Article 3, or of
all such Employees who are Non-Highly Compensated Employees, as the applicable
governing body of the Company shall specify by resolution or other appropriate
action. Any such Special Contribution shall be allocated in proportion to the
Compensation of the Employees for whose benefit it is made.

     If the Average Deferral Percentage for the HCE Group exceeds the percentage
permitted under this Section 4.3, the amount of Deferral Contributions for
certain HCEs will be reduced in the following manner:

     The reduction in Deferral Contributions shall be effected by decreasing the
amount of Deferral Contributions of the HCE with the highest dollar amount of
Deferral Contributions until such HCE's Deferral Contributions equal the dollar
amount of the Deferral Contributions of the HCE with the next highest dollar
amount thereof; however, if a lesser reduction would suffice to permit the
Average Deferral Percentage for the HCE Group to satisfy the limitation of this
Section 4.3, the reduction shall be in such lesser amount. If the total amount
of reductions pursuant to the preceding sentence hereof is less than the amount
necessary to cause the Average Deferral Percentage to satisfy such limitation,
then the step described in the preceding sentence shall be repeated. Any
reduction made pursuant to this paragraph shall be designated an Excess
Contribution and shall be distributed in accordance with Section 10.9, and such
reduction shall be effective for purposes of determining the amount of
contributions to be made for the Participant's Account pursuant to Section 5.2.

     4.4 Rollover Contributions. The Administrator, in its sole discretion, may
permit an Employee, whether or not the Employee is otherwise eligible to
participate in the Plan pursuant to any provision of the Plan to make or cause
to be made on his behalf a Rollover Contribution which satisfies the
requirements of this Section 4.4. In determining whether to permit a Rollover
Contribution with respect to any Employee, the Administrator shall be concerned
primarily with whether the contribution satisfies all applicable requirements of
the Code, or cases, regulations or rulings thereunder, relating to such
contributions, and in making any such determination, the Administrator may
require the Employee to furnish such certificates, affidavits, opinions of

                                     - 15 -
counsel, rulings of the Internal Revenue Service, or other information as the
Administrator, in its sole discretion, considers necessary or appropriate. Any
permitted Rollover Contribution made by or on behalf of an Employee shall
represent his interest in a Tax-Qualified Retirement Plan of a previous employer
of the Employee, or an individual retirement savings plan which has been used by
the Employee as a conduit for a prior distribution of his account in a
Tax-Qualified Retirement Plan of a previous employer. Rollover Contributions
shall be made either directly to the Trustee or to the Company for transmittal
to the Trustee as soon as practicable after the receipt thereof, as directed by
the Administrator. All such contributions shall be credited to a Rollover
Account established for the Employee. Rollover Accounts shall be fully vested at
all times.

     4.5 Transfers Between Qualified Plans. The Administrator, in its sole
discretion, may authorize the transfer to the Trust Fund of an amount of cash or
other property acceptable to the Trustee representing part or all of an
Employee's interest in any Tax-Qualified Retirement Plan. Such a transfer shall
be made directly to the Trustee. Assets so received by the Trustee shall be held
for the benefit of the applicable Employee and shall be accounted for, and
subject to such restrictions and/or limitations, as the Administrator shall deem
appropriate.

     Effective as of December 31, 2001 or as soon as practicable thereafter, the
Trust Fund shall accept from the trustee of the trust under the Group Plan, the
transfer of the Group Plan account balance, as adjusted on such date, of each
Participant who is, as of January 1, 2002, an Employee employed by a
Participating Employer. Any subsequent transfer to the Trust Fund of the Group
Plan account balance of a Participant who is an Employee employed by a
Participating Employer shall be effective as and when determined by the
Administrator. The term "Group Plan Account" shall refer to a Group Plan account
balance as described in either of the immediately-preceding two sentences.
Notwithstanding any other provision of the Plan, the transfer of Group Plan
Accounts as described herein is expressly contingent upon both the Group Plan
and this Plan being tax-qualified at the time of the applicable transfer, and
upon the tax-qualification of this Plan not being adversely affected by such
transfer. If any of the foregoing contingencies is not satisfied, the applicable
transfer shall be null and void ab initio. A Group Plan Account, as adjusted in
accordance with Section 6.6, generally shall be distributed or withdrawn at such
times and in such form and manner as otherwise provided under the Plan, except
that the additional provisions of Schedule D, if applicable (even if
inconsistent with other provisions of this Plan), shall apply to a Group Plan
Account.

     The Account (as appropriately adjusted) of a Participant who (a) ceases to
be an Employee employed by a Participating Employer and (b) immediately
thereafter becomes employed by an employer who sponsors the Group Plan, shall be
transferred, as soon as administratively feasible after such employment
transfer, to the trust under the Group Plan.

                                    ARTICLE 5

                                  CONTRIBUTIONS

     5.1 Company's Annual Contribution. For each Plan Year, the Company shall
contribute to the Trust the sum of:

                                     - 16 -
(a) The aggregate Deferral Contributions of all Participants employed
     by the Company; and

          (b) The aggregate Company Contributions determined in accordance with
     Section 5.2;

provided that the amount so contributed shall not exceed the maximum amount
allowable as a deduction under Section 404 of the Code for the Fiscal Year
corresponding to the Plan Year with respect to which it is made.

     Contributions by each Company pursuant to this Section 5.1 shall constitute
the funding policy and method for the Plan adopted in accordance with Section
402(b)(1) of ERISA, subject to the provisions of Schedule C. Notwithstanding any
provision to the contrary, for any Plan Year in which Section 3.10 or 9.4
requires a contribution that cannot be satisfied by a reallocation of
forfeitures pursuant to the terms of Section 6.8, the Company may make a
supplementary contribution in the amount necessary to eliminate the deficiency,
regardless of whether the supplementary contribution causes the Company's total
contribution to exceed the amount deductible under the Code.

     5.2 Company Contributions.

          (a) For any Plan Year the amount of the Company Contributions made for
     each Participant's Account shall be equal to fifty percent (50%) of his
     Deferral Contributions for such Plan Year, disregarding any Deferral
     Contributions that exceed six percent (6%) of his Compensation for that
     period, or that are required to be distributed as Excess Deferral Amounts
     pursuant to Section 10.8, as Excess Contributions pursuant to Section 10.9,
     or as an Excess Amount pursuant to Section 6.4(i).

          (b) The amount of Company Contributions by a Company for a Plan Year
     may be determined by the Company in its sole discretion to be increased by
     up to fifty percent of amounts paid in accordance with subsection (a)
     above. Said contributions shall be allocated to Participants who are
     employed as of the last day of the Plan Year for which said amounts are
     being contributed.

          (c) If any forfeitures should arise with respect to a Plan Year
     pursuant to Section 6.2(b), Section 6.3, Section 10.14 or otherwise, such
     forfeitures shall reduce the Company Contribution for such Plan Year.

     5.3 Payment of Company's Contribution. The Company's contribution for each
Plan Year shall be paid directly to the Trustee within the time required by law
in order to obtain a deduction of the amount of such contribution for federal
income tax purposes for the corresponding Fiscal Year, as determined under the
then applicable provisions of the Code and regulations pursuant thereto. If the
Company makes a discretionary Company Contribution pursuant to Section 5.2(b),
the Company shall contribute to the Trust such portion of the Company
Contribution for the Plan Year no later than the 15th day of the third month of
the year following the Plan Year.

                                     - 17 -
5.4 Schedule. As soon as is practicable after the end of each Plan Year
(and in any event, prior to the expiration of the period within which the
Company is required by the Code to make its contribution for each year, whether
or not the Company makes a contribution for the year), the Company shall if
requested deliver to the Administrator and the Trustee a schedule showing:

          (a) The amount of each Participant's Deferral Contributions under
     Section 4.1 for the Plan Year; and

          (b) The amount of Deferral Contributions of each Participant with
     respect to which a Company Contribution is allocable pursuant to Section
     5.2.

The schedule shall also give information as to Participants who have terminated
employment during the Plan Year, to the extent that this information has not
already been given to the Trustee.

     5.5 Correction of Errors. Notwithstanding any other provision of the Plan,
in the event that the Administrator discovers after the allocations for a Plan
Year have been completed that as a result of error or inadvertence contributions
in accordance with the terms of the Plan have not been made for the benefit of
an Employee who should have been a Participant, then the Company shall make an
additional contribution in the amount necessary to correct the error. In the
event that the Administrator discovers after the allocations for a Plan Year
have been completed that as a result of error or inadvertence a Participant's
Account has been credited with an amount in excess of the amount determined in
accordance with the terms of the Plan, then to the extent that the return of
such an amount to the Company is permitted under Section 1.2, the amount shall
be returned, and to the extent that return of the amount is not permitted, the
amount shall be treated as a forfeiture.

     5.6 No Obligation of Trustee and Administrator. Neither the Administrator
nor the Trustee shall be under a duty to inquire into the correctness of the
amount of, or to enforce payment of, any contribution to be made hereunder by
the Company, and no one shall have any right to question any determination of
the applicable governing body of the Company concerning the amount of
contribution or the failure to make a contribution in any given year.

                                    ARTICLE 6

                 ALLOCATION OF CONTRIBUTIONS AND TRUST EARNINGS

     6.1 Accounts of Participants. The Administrator or Trustee shall maintain
such separate Accounts on the books of the Plan for each Participant as the
Administrator or Trustee shall deem necessary or desirable. The Trustee shall
not be required to segregate the funds in the Accounts of Participants for
purposes of investment or otherwise.

     6.2 Allocation of Company Contributions. Subject to Section 6.4, the
Company's contributions for each Plan Year shall be allocated among the Accounts
of Participants as follows:

                                     - 18 -
(a) The Deferral Contributions elected by each Participant shall be
     allocated to his Deferral Contributions Account, subject to Section 4.3.

          (b) The Company Contributions made on behalf of each Participant
     pursuant to Section 5.2 shall be allocated to his Company Contributions
     Account, subject to Section 6.3.

     6.3 Nondiscrimination Requirements for Company Contributions.
Notwithstanding Section 6.2, Company Contributions for a Plan Year must satisfy
at least one of the following tests:

          (a) The Average Contribution Percentage (as hereinafter defined) for
     the group of Participants who are Highly Compensated Employees (the "HCE
     Group") does not exceed the Average Contribution Percentage for the group
     of Participants who are Non-Highly Compensated Employees (the "NHCE Group")
     for the preceding Plan Year times 1.25; or

          (b) The Average Contribution Percentage for the HCE Group does not
     exceed the Average Contribution Percentage for the NHCE Group for the
     preceding Plan Year times 2.0, and the Average Contribution Percentage for
     the HCE Group does not exceed the Average Contribution Percentage for the
     NHCE Group for the preceding Plan Year by more than two percentage points.

     If the Company makes an election pursuant to Section 401(m)(3) of the Code,
the term "current Plan Year," when used in this Section 6.3, shall be
substituted for the term "preceding Plan Year."

     The Average Contribution Percentage for a group of Participants for a Plan
Year shall be the average, expressed as a percentage, of the individual ratios
of (i) the Company Contributions allocated to the Account of a Participant for
the Plan Year to (ii) the Participant's Compensation for the Plan Year while he
is a Plan Participant (or, provided that this method is applied to all Employees
for a Plan Year, the Participant's Compensation for that portion of the Plan
Year during which he was eligible to participate in the Plan). In calculating
such ratios, (i) contributions described in Section 401(m) of the Code and
allocable to the Account of a Highly Compensated Employee who is eligible to
have such contributions allocated to his account under two or more plans
described in Section 401(a) of the Code that are maintained by any Affiliated
Company shall be considered to have been made under a single plan; and (ii) the
rules set forth in Income Tax Regulations Section 1.401(m)-1 shall apply.

     In addition to the limitation described in the preceding paragraph, Company
Contributions allocated to the Accounts of Participants in the HCE Group for any
Plan Year shall be further reduced as necessary to prevent the combined
allocations of Deferral Contributions and Company Contributions from exceeding
the "aggregate limit" calculated in accordance with Income Tax Regulations
Section 1.401(m)-2(b)(3). If the Average Contribution Percentage for the HCE
Group exceeds the percentage permitted under this Section 6.3, or the combined
Average Deferral Percentage and Average Contribution Percentage for the HCE
Group exceeds the "aggregate limit" as defined in Income Tax Regulations Section

                                     - 19 -
1.401(m)-2(b)(3), the amount of Company Contributions for certain HCEs will be
reduced in the following manner.

     For purposes of this Section 6.3, the term "Participant" includes any
Employee who was eligible for all or part of the Plan Year to receive
allocations of Company Contributions or who would have been eligible but for a
suspension pursuant to Section 10.7 or the limitation contained in Section 6.4.
The Average Contribution Percentage for any Participant who receives no Company
Contributions shall be zero. If the Company elects to apply the special minimum
coverage rule of Section 410(b)(4)(B) of the Code (relating to participation of
Employees not meeting certain age and service requirements) and such rule is
satisfied, the Company may elect to exclude for purpose of this Section 6.3 all
Employees (other than Highly Compensated Employees) who have not met the minimum
age and service requirements of Section 410(a)(1)(A) of the Code.

     The reduction in Company Contributions shall be effected by decreasing the
amount of Company Contributions of the HCE with the highest dollar amount of
Company Contributions until such HCE's Company Contributions equal the dollar
amount of the Company Contributions of the HCE with the next highest dollar
amount thereof; however, if a lesser reduction would suffice to permit the
Average Contribution Percentage for the HCE Group to satisfy the limitation of
this Section 6.3, the reduction shall be in such lesser amount. If the total
amount of reductions pursuant to the preceding sentence hereof is less than the
amount necessary to cause the Average Contribution Percentage to satisfy such
limitation, then the step described in the preceding sentence shall be repeated.
The dollar amount by which an HCE's Company Contribution is reduced pursuant to
this paragraph (an "Excess Aggregate Contribution") shall be distributed in
accordance with Section 10.10.

     For purposes of this Section 6.3 only, "Company Contributions" means only
Company Contributions made pursuant to Section 5.2(a).

     6.4 Limitation on Participant Allocations. Any other provision of the Plan
notwithstanding, the Annual Addition with respect to a Participant for any Plan
Year (which the Company hereby designates as the Plan's limitation year) shall
not exceed an amount equal to the lesser of $30,000 (or such larger amount as
shall be in effect as a result of adjustment pursuant to Section 415(d) of the
Code) or twenty-five percent of the Participant's "415 safe-harbor
compensation," consisting of wages, salaries, and fees for professional services
and other amounts received (without regard to whether or not an amount is paid
in cash) for personal services actually rendered in the course of employment to
the extent that the amounts are includible in gross income (including, but not
limited to, commissions paid salesmen, compensation for services on the basis of
a percentage of profits, commissions on insurance premiums, tips, bonuses,
fringe benefits, and reimbursements or other expense allowances under a
nonaccountable plan (as described in Treas. Reg.ss.1.62-2(c)), and excluding the
following:

          (a) Employer contributions to a plan of deferred compensation which
     are not includible in the employee's gross income for the taxable year in
     which contributed, or employer contributions under a simplified employee
     pension plan, or any distributions from a plan of deferred compensation,
     provided, however that for Plan Years beginning after December 31, 1997,

                                     - 20 -
"415 safe harbor compensation" shall include benefits under Section 132(f)
     of the Code and any salary reduction elected pursuant to Sections 125,
     401(k), 403(b) or 408(k) of the Code;

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

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

          (d) Other amounts which received special tax benefits, or
     contributions made by the employer (whether or not under a salary reduction
     agreement) towards the purchase of an annuity contract described in Section
     403(b) of the Code (whether or not the contributions are actually
     excludable from the gross income of the employee).

     For limitation years beginning on or before December 31, 1999, in the event
that a Participant is or has been or may be covered under any defined benefit
plan (within the meaning of Section 414(j) of the Code) maintained by the
Affiliated Companies, the Participant's projected annual benefit in such defined
benefit plan or plans shall be reduced by that amount necessary in order that
the sum of the Defined Benefit Plan Fraction (as hereinafter defined) and the
Defined Contribution Plan Fraction (as hereinafter defined), computed as of the
close of the year, will not exceed 1.0.

     For purposes of this Section 6.4, the following definitions shall apply:

     The "Defined Benefit Plan Fraction" for any Plan Year means a fraction, the
numerator of which is the projected annual benefit of the Participant determined
as of the close of the Plan Year under all defined benefit plans maintained by
the Affiliated Companies and the denominator of which is the lesser of (a) the
product of 1.25 multiplied by the dollar limitation in effect under Section
415(b)(1)(A) of the Code for the Plan Year, or (b) the product of 1.4 multiplied
by the amount which may be taken into account under Section 415(b)(1)(B) of the
Code with respect to the Participant for the Plan Year.

     The "Defined Contribution Plan Fraction" for any Plan Year means a
fraction, the numerator of which is the sum of the Annual Additions credited to
the Participant under this Plan and any other defined contribution plan
maintained by the Affiliated Companies as of the close of the Plan Year, and the
denominator of which is the sum of the lesser of the following amounts
determined for such Plan Year and for each of the Participant's prior Years of
Service with the Affiliated Companies: (a) the product of 1.25 multiplied by the
dollar limit under Section 415(c)(1)(A) of the Code for the Plan Year, or (b)
the product of 1.4 multiplied by twenty-five percent (25%) of the Participant's
compensation (as defined in regulations issued pursuant to Section 415 of the
Code) for the Plan Year.

     Any amount that would otherwise be allocated to the Account of any
Participant but for the limitations set forth in this Section 6.4 (hereinafter
referred to as the "Excess Amount") shall be disposed of as follows:

                                     - 21 -
(i) Any Deferral Contribution by the Participant, together with income gain
and loss attributable thereto to the extent that the return thereof would reduce
the Excess Amount, shall be returned to the Participant. The Excess Amount shall
be held in an unallocated suspense account to which investment gains and losses
shall be allocated; and amounts shall be withdrawn from the suspense account and
allocated as hereinafter set forth. If the Participant is entitled to
participate in contributions by the Company at the end of the succeeding Plan
Year, then any remaining Excess Amount shall be reapplied to reduce
contributions of the Company under the Plan for such Plan Year (and for
succeeding Plan Years) for him, so that in each such year the sum of actual
Company contributions plus the reapplied amount of Company contributions shall
equal the amount which would otherwise be allocated to the Participant's
Account. If the Participant is not entitled to participate in contributions by
the Company at the end of the succeeding Plan Year, then the Excess Amount shall
be reapplied to reduce contributions of the Company for all remaining
Participants. If the Plan is terminated while there remains an Excess Amount
which cannot under the limitations of this Section 6.4 be allocated to the
Accounts of any Participants, the Excess Amount shall be returned to the
Company, notwithstanding any other provision hereof.

     (ii) In lieu of or in addition to the procedure described in paragraph (a)
above, the Company may, if it so elects, reduce its contribution to the Plan for
allocation to the Account of the Participant in question, by the amount
necessary to eliminate the Excess Amount.

     6.5 Net Value of the Trust. The Trustee shall ascertain the net value of
the Trust Fund on the basis of the fair market value of its assets and
liabilities as of each Valuation Date.

     6.6 Adjustment of Accounts. The balance of each Account of each Participant
shall be adjusted as of each Valuation Date,

          (a) First, by reducing the balance of each Account by the aggregate
     amount of all distributions and withdrawals made from it since the
     immediately preceding Valuation Date;

          (b) Second, by increasing or decreasing the balance of the Account as
     necessary to reflect the current fair market value of the assets in which
     the Account is invested;

          (c) Third, by crediting the Deferral Contributions Account with any
     Deferral Contributions, and the Company Contributions Account with any
     Company contributions, made for the benefit of the Participant for the
     period elapsed since the immediately preceding Valuation Date.

     In adjusting each Account pursuant to clause (b) above, the income,
expenses, gain and loss (realized and unrealized) of the Trust Fund shall be
allocated among the Accounts in proportion to the balances of such Accounts as
of the immediately preceding Valuation Date, as reduced pursuant to clause (a)
above. Loans shall be considered investments directed by a Participant pursuant
to Section 12.2. The amount loaned shall be charged solely against the Accounts
of the Participant, and repaid amounts and interest shall be credited solely

                                     - 22 -
thereto. The Account of a Participant shall continue to be adjusted pursuant to
this Section 6.6 until it has been distributed in its entirety.

     6.7 Limitation of Participant's Rights. Nothing contained in this Article 6
or elsewhere in the Plan shall be deemed to give any Participant any interest in
any specific part of the Trust Fund or any interest other than his or her right
to receive benefits in accordance with the applicable provisions of the Plan.

     6.8 Forfeiture Accounts. Until sufficient time has passed in order that a
determination can be made as to whether a Participant whose employment with the
Company has terminated or has been curtailed has incurred five consecutive
One-Year Breaks in Service, the Administrator or Trustee shall account
separately for any portion of his Company Contributions Account that may be
forfeited in accordance with Article 9 as a result of the Participant's
separation from service. A Forfeiture Account shall be maintained primarily for
bookkeeping purposes, and the Trustee shall not be required to segregate assets
in any such account for investment or otherwise. As of the end of the Plan Year
in which the Forfeiture Account is forfeited in accordance with Section 9.4, and
after the adjustments described in Section 6.6, the amount credited to a
Forfeiture Account shall be first used to restore contributions of returning
Participants, next to make any positive adjustment of contributions and earnings
thereon determined by the Administrator to be appropriate with respect to a
Participant's Account, including without limitation, an adjustment pursuant to
Section 3.10 and, finally to reduce, but not below zero, the Company
contributions described in Section 5.2.

                                    ARTICLE 7

                               RETIREMENT BENEFITS

     7.1 Normal Retirement. A Participant's Normal Retirement Date is the later
of the date on which he attains age 65 or the date on which he completes two
years as a Participant in the Plan.

     7.2 Late Retirement. A Participant who has reached his Normal Retirement
Date may remain as an Employee until the date he establishes with the Company
for his retirement. While any Participant continues to be an Employee, he shall
have all the rights under the Plan that he would have had if he had not yet
attained his Normal Retirement Date.

     7.3 Early Retirement. A Participant's Early Retirement Date shall be the
earliest date upon which a Participant has both attained age 55 and completed
two years as a Participant in the Plan.

     7.4 Disability Retirement. The "Disability Retirement" of a Participant
shall mean Retirement prior to his Normal Retirement Date at his own request, or
at the request of the Participating Employer who employs such Participant,
because of a permanent disability. Permanent disability shall mean a physical or
mental condition of a Participant resulting from a bodily injury or disease or
mental disorder which renders the Participant incapable of performing his normal
duties for his employer. The permanent disability of any Participant shall be

                                     - 23 -
determined by the Administrator, in accordance with uniform principles
consistently applied, upon the basis of competent medical evidence.

     7.5 Retirement Benefits. Any termination of service with the Company by a
Participant after satisfying the conditions of Section 7.1, 7.2, 7.3, or 7.4
shall be considered Retirement for purposes of the Plan. A Participant shall be
entitled to benefits under the Plan to the extent of the credit balance of his
Account as of the Valuation Date on which a distribution of benefits on account
of his Retirement is made, adjusted to reflect contributions allocated and
distributions made since the last Valuation Date and further adjusted, if
necessary, to reflect loans, distributions, including deemed distributions,
offsets, and repayments pursuant to the loan program in Section 14.2. Benefits
determined under this Article 7 shall be payable in accordance with Article 10
(and any applicable Schedule hereto).

                                    ARTICLE 8

                                 DEATH BENEFITS

     8.1 Death of a Participant. If a Participant dies before the termination of
his employment, his Beneficiary shall be entitled to benefits under the Plan to
the extent of the credit balance of his Account as of the Valuation Date on
which a distribution of benefits on account of his death is made, adjusted to
reflect contributions allocated and distributions made since the most recent
prior Valuation Date, and further adjusted, if necessary, to reflect loans,
distributions, including deemed distributions, offsets, and repayments pursuant
to the loan program in Section 14.2. If a Participant dies after leaving
employment but before distribution to him of all of the benefits to which he is
entitled under the Plan has been completed, his Beneficiary shall be entitled to
the benefits the Participant would have received had he lived. In all other
cases, benefits determined under this Article 8 shall be paid in a single lump
sum.

     8.2 Designation of Beneficiary. A Participant may designate a beneficiary
or beneficiaries under the Plan by completing and delivering to the
Administrator a form provided by the Administrator, and may revoke or revise any
such designation by completing and delivering another such form, in which case
the form bearing the later date that was last received by the Administrator
shall control; provided, however, that a Participant's designation of a
Beneficiary other than his spouse shall not take effect unless either (i) the
Participant's spouse consents in writing to such designation, and the spouse's
consent acknowledges the effect of such designation and is witnessed by a notary
public, or (ii) it is established to the satisfaction of the Administrator that
the Participant has no spouse, or that the spouse's consent cannot be obtained
because the spouse cannot be located, or because of such other circumstances as
may be prescribed in regulations pursuant to Section 417 of the Code. No such
designation shall be effective unless filed with the Administrator before the
death of the Participant.

     8.3 Distribution in Case No Beneficiary Designated or Surviving. If no
Beneficiary has been properly designated or if no designated Beneficiary
survives a deceased Participant the benefits otherwise distributable to the
deceased shall be paid to the person (or if the class consists of more than one

                                     - 24 -
person, in equal shares to each of the persons) in the first of the following
classes:

          (a) Participant's surviving spouse;

          (b) Participant's surviving issue, by right of representation; or

          (c) Participant's estate;

provided, however; that as a condition to payment, the Administrator may require
such receipts, releases, indemnity agreements, waivers, proofs, and other
documents as it may deem necessary or desirable.

     8.4 Death of a Beneficiary. Unless otherwise specified in the form of
designation of Beneficiary, in the event of the death of a Beneficiary who has
become entitled to receive benefits under the Plan, any benefits remaining to be
paid to the deceased Beneficiary shall be paid to his estate.

                                    ARTICLE 9

                               SEVERANCE BENEFITS

     9.1 Severance Benefit. If a Participant terminates his service with the
Affiliated Companies for any reason other than death or Retirement before he has
completed two Years of Service, he shall be entitled to benefits under the Plan
to the extent of the credit balance of his Deferral Contributions Account,
Rollover Account, Securities Plan Benefits Account and/or Group Plan Account as
of the Valuation Date which coincides with or immediately precedes the date of
distribution of benefits hereunder, adjusted, if necessary, pursuant to the loan
program referred to in Section 14.2. If a Participant terminates his service
with the Affiliated Companies for any reason other than death or Retirement
after he has completed two Years of Service, he shall be entitled to benefits
under the Plan to the extent of the credit balance of his Company Contributions
Account, Deferral Contributions Account, Rollover Account, Securities Plan
Benefits Account and/or Group Plan Account. Any severance benefit determined
under this Article 9 shall be payable in accordance with Article 10.

     9.2 Vested Balance. A Participant's Deferral Contributions Account,
Rollover Account, and, if applicable, Securities Plan Benefits Account shall be
fully vested at all times. Unless a Participant's Company Contributions Account
has become fully vested on account of his death or Retirement, a Participant
shall fully vest in his Company Contributions Account when he has been credited
with two Years of Service. Notwithstanding any other provision of the Plan, a
Participant's Group Plan Account, as defined under Section 4.5, shall be fully
vested at all times. Any other Account under the Plan which is not specified in
this Section 9.2 shall vest, if not already fully vested as of December 31,
2001, according to, as applicable: (a) this Section 9.2 or (b) Schedule B
attached hereto.

                                     - 25 -
9.3 Years of Service. The number of Years of Service to be credited to a
Participant shall be determined as follows:

          (a) General Rule. An Employee (whether or not he is a Participant for
     the Plan Year) or Leased Employee shall be credited with one Year of
     Service for each Plan Year during which he is credited with at least 1,000
     Hours of Service.

          (b) Returned Employees. In the case of a Participant who incurs one or
     more consecutive One-Year Breaks in Service and then returns to employment
     with the Company, the following rules shall apply:

               (i)   In determining the vested portion of the Company
          Contributions Account of the Participant attributable to Company
          contributions and forfeitures occurring before the One-Year Break in
          Service, the Participant's Years of Service after the One-Year Break
          in Service shall be included, unless the Participant incurred at least
          five consecutive One-Year Breaks in Service.

               (ii)  In determining the vested portion of the Company
          Contributions Account of the Participant attributable to Company
          contributions and forfeitures occurring after the One-Year Break in
          Service, Years of Service before the One-Year Break in Service shall
          be included in the number of Years of Service of the Participant if,
          but only if, such Participant is credited with 1,000 Hours of Service
          during the twelve consecutive month period measured from the date of
          his return from such One-Year Break in Service, or during any Plan
          Year following his return from such One-Year Break in Service.

               (iii) In the case of a Participant who returns to employment with
          the Company following five consecutive One-Year Breaks in Service,
          subaccounts shall be maintained with respect to the portions of his
          Company Contributions Account which accrued prior to and subsequent to
          such One-Year Breaks in Service until all such subaccounts become
          fully vested.

               (iv)  In the case of a Participant who was fully vested in his
          Company Contributions Account by reason of the last sentence of
          Section 6.1 and who returns to employment with the Company following
          five consecutive One-Year Breaks in Service, said Participant shall be
          subject to the provisions of this Article 9 with respect to Company
          Contributions allocated to his Company Contributions Account after his
          return to employment.

     9.4 Disposition of Forfeitures. When a Participant whose Account has not
become fully vested in accordance with Section 9.2 terminates his employment
with the Company for any reason other than death or Retirement, or incurs a
One-Year Break in Service without a termination of employment, the portion of
his Company Contributions Account which is not then vested shall be credited to
a Forfeiture Account as described in Section 6.8, and the Forfeiture Account
shall be disposed of as follows:

          (a) If a Former Participant receives no distribution with respect to
     his Company Contributions Account, and he returns to employment with the

                                     - 26 -
Company before he has incurred five consecutive One-Year Breaks in Service,
     the amount credited to his Forfeiture Account shall thereupon be restored
     to his Company Contributions Account. The amount to be restored shall be
     determined as if the Forfeiture Account had been invested throughout the
     Participant's absence in a money market fund offered as an investment
     option under the Plan or a similar short-term fixed income investment.

          (b) If a Former Participant receives a distribution of the vested
     portion of his Company Contributions Account, and he returns to employment
     with the Company before he has incurred five consecutive One-Year Breaks in
     Service, the amount credited to his Forfeiture Account shall be restored to
     his Company Contributions Account only if he repays to the Trustee the full
     amount of his distribution, before the date on which he incurs five
     consecutive One-Year Breaks in Service. The amount to be restored shall be
     determined as if the Forfeiture Account had been invested throughout the
     Participant's absence in a money market fund offered as an investment
     option under the Plan or a similar short-term fixed income investment.

          (c) If a Former Participant who receives no distribution or deemed
     distribution does not return to employment with the Company before he
     incurs five consecutive One-Year Breaks in Service, the nonvested portion
     of his Account balance shall be irrevocably forfeited and the related
     forfeiture will be reallocated to the Forfeiture Account as of the last day
     of the Plan Year that constitutes his fifth consecutive One-Year Break in
     Service.

          (d) The Company may direct that the amount credited to a Participant's
     Forfeiture Account be reallocated among the Accounts of other Participants
     as of the end of a Plan Year before the Participant has incurred five
     consecutive One-Year Breaks in Service, provided that the Forfeiture
     Account continues to be maintained on the books of the Plan and remains
     subject to the restoration rules described in subparagraphs (a) and (b).

          (e) The amount necessary to restore any Participant's Account shall be
     derived first from the net earnings, if any, of Forfeited Accounts during
     the Plan Year; second from the amounts of any Forfeiture Accounts which the
     Company has released for reallocation as of the end of the Plan Year; and
     finally, to the extent of any deficiency, from supplementary contributions
     of the Company pursuant to the last sentence of Section 5.1. In no event
     shall the amount restored to a Participant's Account be less than the
     amount credited to the Account when a Forfeiture Account was established
     for the Participant.

     9.5 Severance Benefits in Certain Cases. In applying the provisions of
Section 9.2 to a Participant who has received a severance benefit under Section
9.1 or a hardship distribution pursuant to Section 10.7 with respect to his
Company Contributions Account on account of a prior termination of employment
wherein, for any reason, the Participant did not incur five consecutive One-Year
Breaks in Service, the vested amount remaining in such Account at any time shall
be determined in accordance with the formula:

         Vested Amount = P(AB + D) - D

                                     - 27 -
where (i) P equals the vested percentage at the relevant time; (ii) AB is the
credit balance of his Company Contributions Account as of the appropriate
Valuation Date; and (iii) D is the amount previously distributed. The amount of
severance benefit distributable to a terminated Participant in accordance with
the preceding sentence shall be reduced by any distribution to him since the
appropriate Valuation Date.

                                   ARTICLE 10

                            DISTRIBUTION OF BENEFITS

     10.1 Time and Manner of Distribution of Benefits. Distribution of benefits
hereunder shall be made not later than the sixtieth day following the close of
the Plan Year in which the last of the following events occurs with respect to a
Participant:

               (i)   The Participant's 65th birthday;

               (ii)  The termination of the Participant's employment with the
          Participating Employer; or

               (iii) The ten (10) year anniversary of the date on which the
          Participant initially qualified for participation in the Plan;

unless such Participant elects in writing to postpone distribution until a date
that satisfies the requirements of Section 10.2; provided, however, that the
failure of a Participant to consent to a distribution of benefits shall be
deemed an election to postpone benefit distributions until the Participant's
Normal Retirement Date as defined in Section 7.1.

     Notwithstanding the foregoing and subject to Section 10.2, a Participant's
benefit distribution shall be made not later than the sixtieth day after the
close of the Plan Year in which the Participant's employment with the
Participating Employer terminates, provided that one of the following
circumstances exists: (a) as of the Valuation Date next preceding the
distribution, the value of the Participant's Account did not exceed $5,000; or
(b) the Participant has consented in writing to the making of the distribution.

     Subject to the foregoing provisions of this Article 10, the distribution
shall be made not later than the sixtieth day after the close of the Plan Year
in which occurs the earliest of the Administrator's receipt of the Participant's
consent to making a distribution, Normal Retirement Date or death; provided,
however; that the failure of a Participant to consent to a distribution of
benefits shall be deemed to be an election to postpone benefit distributions
until such time as distributions are required pursuant to Section 10.2.

     If a Participant's regularly scheduled date of distribution occurs prior to
the date of his death or attainment of his Normal Retirement Date, distribution
of benefits due hereunder shall be delayed until the later of (1) normal
retirement age, or (2) the date on which the Participant attains age 62, unless
the Participant elects and, if applicable, the Participant's spouse, if any,

                                     - 28 -
consents to an earlier distribution date permitted under the Plan, and such
spousal consent acknowledges the effect of such consent and is witnessed by a
Plan representative or notary public; provided, however, that no such election
and consent shall be required and such an earlier distribution shall be made on
the regularly-scheduled date of distribution in the event that the present value
of such distributable benefits does not exceed $5,000 and benefit payments have
not commenced. To be valid, elections and consents must be in writing and given
not less than 30 nor more than 90 days before commencement of distribution; such
spousal consents shall be irrevocable. The rules regarding spousal consents
under Section 8.2 shall also apply. If a distribution is one to which Code
Sections 401(a)(11) and 417 do not apply, such distribution may commence less
than 30 days after the notice required under Section 1.411(a)-11(c) of the
Income Tax Regulations is given, provided that:

               1.   the Administrator clearly informs the Participant that the
                    Participant has a right to a period of at least 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.

     If a distribution is subject to Code Sections 401(a)(11) or 417, a
Participant after having received the written explanation of a qualified joint
and survivor annuity ("QJSA") elects a form of distribution and the
Participant's spouse consents to that form of distribution, if necessary, the
annuity starting date may be less than 30 days after the written explanation if:

               (I) the Administrator clearly informs the Participant that the
               Participant has at least 30 days in which to consider whether to
               waive the QJSA and consent to a form of distribution other than
               the QJSA,

               (II) the Participant is permitted to revoke an affirmative
               distribution election at least until the annuity starting date,
               or if later, the expiration of the 7-day period beginning on the
               day after the notice of the QJSA was provided to the Participant,

               (III) the annuity starting date is after the date on which the
               explanation of the QJSA is provided to the Participant (except as
               otherwise provided by Code Section 417(a)(7)), and

               (IV) distribution does not commence prior to the expiration of
               the 7-day period described in II above.

     Except as otherwise provided by Schedule A, B or D, benefits hereunder
shall be distributed in cash, in one or more of the following ways, as elected
by the Participant:

          (a) A lump sum;

                                     - 29 -
(b) By payment in annual or more frequent installments, except to the
     extent not permitted with respect to a Code Section 401(k)(10) distribution
     event. So long as an election described in Section 10.2(f) is in effect,
     such installments shall be in substantially equal amounts over such period
     as the Participant may select, with the share of each Participant's
     accounts in the increase (or decrease) in the net worth of the Trust Fund
     allocated to said account as of the end of each year taken into account in
     determining the Participant's installment payment amounts for the next
     succeeding year; provided that, such installment period shall not extend
     beyond the date which falls at the end of the period which is equal to the
     Participant's life expectancy or the joint life and last survivor
     expectancy of the Participant and his beneficiary (as then determined in
     accordance with tables published under Regulations applicable to Code
     Section 72), if the Participant is living on the date of commencement of
     payments. If the Participant is deceased on the date of the commencement of
     payment, installment payments shall not extend beyond the life expectancy
     of the beneficiary. If such an election under Section 10.2(f) is not in
     effect, the minimum payment that must be made in the year in which
     distributions must commence under Section 10.2 and in all years thereafter
     shall be an amount equal to the quotient obtained by dividing the
     Participant's entire benefit by the life expectancy of the Participant.
     Life expectancy shall not exceed the period computed by the use of the
     return multiples contained in Section 1.72-9 of the Regulations under the
     Code. For purposes of this computation, a beneficiary must be designated
     within the 90 day period prior to the date on which benefits are payable,
     and a Participant's life expectancy or that of a spouse beneficiary will,
     if the Participant or beneficiary (as applicable) elects, be recalculated
     annually. The life expectancy of a non-spouse beneficiary may not be
     recalculated. If the Participant's spouse is not the designated
     beneficiary, the method of distribution selected must provide that the
     present value of the payments to be made to the Participant at the time of
     commencement thereof is not less than fifty-one percent (51%) of the
     present value of the total payments to be made to the Participant and his
     beneficiaries; provided however, that, the method of distribution must
     result in the amount being distributed being no less than that necessary to
     meet the incidental benefit requirement under Code Section 401(a) and the
     regulations thereunder including Regulation 1.401(a)(9)-2 under the Code,
     as now or hereafter in effect, except for distributions made in accordance
     with elections referred to in Section 10.2(f) and distributions required
     pursuant to such incidental benefit requirement shall be treated as
     distributions required under this paragraph and Section 10.2.; or

          (c) By any combination of the foregoing, except to the extent not
     permitted with respect to a Code Section 401(k)(10) distribution event.

     At any time, and from time to time, prior to complete distribution, payment
of installments may be accelerated, including but not limited to, the lump sum

                                     - 30 -
distribution of the Participant's remaining amount, upon the written request of
the Participant (or, if the Participant has died, his Beneficiary). A Former
Participant who has elected to receive a distribution at any time prior to the
initial distribution of benefits to him shall be entitled to withdraw without
the consent of the Administrator, all or part of his voluntary account exclusive
of net earnings on his voluntary contributions. Any Participant, or Former
Participant, may direct the mode of payment of benefits to his beneficiary.

     A distribution to which Sections 401(a)(11) and 417 of the Code do not
apply may commence less than thirty days after the notice required under Income
Tax Regulations Section 1.411(a)-11(c) is given, provided that the Administrator
informs the distributee that he has a right to a period of at least thirty days
after receiving the notice to consider whether or not to elect a distribution
and, if so, what form of distribution, and the Participant thereafter
affirmatively elects a distribution.

     10.2 Required Distributions of Benefits.

          (a) Distributions must in all events satisfy the minimum distribution
     requirements in Section 401(a)(9) of the Code and any applicable
     regulations promulgated thereunder.

          (b) Subject to Section 10.1, distribution of a Participant's Accounts
     will be made or commenced as soon as practicable after the determination
     under Section 9.2 of the amount available for distribution to such
     Participant, provided that no accumulated deductible employee contributions
     of a Participant shall be distributed under this Section 10.2, other than
     as a result of the Participant's death or disability, if such Participant
     at the time of distribution has not yet attained the age of 59-1/2 years,
     unless such distribution is in the form of a lump sum distribution of a
     rollover account on account of the termination of employment (other than by
     death) of an Employee before he has become a Participant.

          (c) The entire interest of a Participant must be distributed, or begin
     to be distributed, no later than the Participant's required beginning date,
     determined as follows (a Participant is treated as a "5% Owner" for
     purposes of this Section 10.2 if her is a "5-percent owner" as defined in
     Section 4.16(i) of the Code at any time during the Plan Year ending within
     the calendar year in which he attains age 70-1/2):

               (i)   If such Participant (other than a 5% Owner) is employed by
                     a Participating Employer on December 31st of the Plan Year
                     in which he attains age 70 1/2, then such Participant's
                     benefit must be distributed or commence to be distributed
                     in accordance with Code Section 401(a)(9) no later than
                     April 1st of the calendar year next following the calendar
                     year in which the Participant retires; or

                                     - 31 -
(ii)  If such Participant (other than a 5% Owner) is not employed
                     by a Participating Employer on December 31st of the Plan
                     Year in which he attains age 70 1/2, then such
                     Participant's benefit must be distributed or commence to be
                     distributed in accordance with Code Section 401(a)(9) no
                     later than April 1st of the calendar year next following
                     the calendar year in which the Participant attains age
                     70 1/2; or

               (iii) If such Participant is a 5% Owner, then such Participant's
                     benefit must be distributed or commence to be distributed
                     in accordance with Code Section 401(a)(9) no later than
                     April 1st of the calendar year next following the calendar
                     year in which the Participant attains age 70 1/2.

          (d) With respect to distributions under the Plan made on or after
     October 1, 2001 for calendar years beginning on or after January 1, 2001,
     the Plan will apply the minimum distribution requirements of section
     401(a)(9) of the Code in accordance with the regulations under section
     401(a)(9) that were proposed on January 17, 2001 (the "2001 Proposed
     Regulations"), notwithstanding any provision of the Plan to the contrary.
     If the total amount of required minimum distributions made to a Participant
     for 2001 prior to October 1, 2001 are equal to or greater than the amount
     of required minimum distributions determined under the 2001 Proposed
     Regulations, then no additional distributions are required for such
     Participant for 2001 on or after such date. If the total amount of required
     minimum distributions made to a Participant for 2001 prior to October 1,
     2001 are less than the amount determined under the 2001 Proposed
     Regulations, then the amount of required minimum distributions for 2001 on
     or after such date will be determined so that the total amount of required
     minimum distributions for 2001 is the amount determined under the 2001
     Proposed Regulations. This amendment shall continue in effect until the
     last calendar year beginning before the effective date of the final
     regulations under Code section 401(a)(9) or such other date as may be
     published by the Internal Revenue Service.

          (e) Upon the death of a Participant, the following distribution
     provisions shall govern the latest date by which benefit payments must
     commence and the longest period over which such payments may continue:

                                     - 32 -
(i)   If the Participant dies after the distribution of his
                     benefits has commenced and the date on which distributions
                     must be made or commence under Section 10.2 has passed, the
                     remaining portion of such benefits will continue to be
                     distributed at least as rapidly as under the method of
                     distribution being used prior to the Participant's death.

               (ii)  If the Participant dies before the date on which
                     distribution of his benefits must be made or commence under
                     Section 10.2, the Participant's entire benefit will be
                     distributed in a manner provided under Section 10.1,
                     provided that such distribution is completed within 5 years
                     after the Participant's death or such later date as set
                     forth in regulations under the Code. Notwithstanding the
                     foregoing, such distribution need not be completed within
                     said five (5) years or such later date under such
                     regulations to the extent such benefits are distributed to
                     a designated beneficiary over the life or a period not
                     extending beyond the life expectancy of the designated
                     beneficiary (as irrevocably elected by such beneficiary)
                     and such distributions commence in accordance with (A) or
                     (B) below (by which time such irrevocable election must
                     have been made):

                    (A)  If such designated beneficiary is not the Participant's
                         surviving spouse, distributions must commence no later
                         than one (1) year after the Participant's death or such
                         later date as set forth in regulations under the Code;

                    (B)  If the designated beneficiary is the Participant's
                         surviving spouse, distributions must commence by the
                         later of the date in paragraph (A) immediately above or
                         the date on which the Participant would have attained
                         age 70-1/2, or such later date as set forth in
                         regulations under the Code.

               For purposes of this subparagraph (ii), life expectancy shall not
               exceed the period computed by the use of the return multiples
               specified in Section 1.72-9 of the regulations under the Code.
               For purposes of this calculation, a beneficiary must be
               designated within the 90 day period before the date on which
               payments are to commence and, upon the election by the spouse
               beneficiary, the life expectancy of a surviving spouse who is a

                                     - 33 -
designated beneficiary shall be recalculated annually; however,
               in the case of any other designated beneficiary, such life
               expectancy will be calculated at the time payment first commences
               without further recalculation. The above election shall be made
               by a beneficiary no later than the earlier of (I) December 31st
               of the calendar year in which distribution would be required to
               commence in order to satisfy the requirement for the exception to
               the five year rule in Code Section 401(a)(9)(B)(iii) and (iv) or
               (II) December 31st of the calendar year which contains the fifth
               (5th) anniversary of the date of death of the Employee. A
               beneficiary shall be deemed to have made the irrevocable election
               described in paragraph (b)(3)(ii) above if benefits commence
               pursuant to a method applicable to such election.

               (iii) If such surviving spouse dies before payments are made or
                     must commence to such spouse under paragraph (B) above,
                     subsequent distributions shall be made as if such surviving
                     spouse had been the Participant, with all of the
                     distribution rules relevant to such a distribution under
                     this paragraph (e) being applicable, except that paragraph
                     (e)(ii)(B) shall not then apply.

               (iv)  If such surviving spouse dies after such payments have
                     begun or must commence under paragraph (e)(ii)(B) above,
                     subsequent distributions will continue to be made at least
                     as rapidly as under the method of distribution being used
                     immediately prior to such surviving spouse's death.

               (v)   For purposes of this paragraph (e), any amount paid to a
                     child of the Participant will be treated as if it had been
                     paid to the surviving spouse of such Participant if the
                     amount becomes payable to such surviving spouse when such
                     child reaches the age of majority or as the result of any
                     other designated event permitted under regulations under
                     the Code.

          (f) Paragraphs (c), (d) and (e) shall not apply to a Participant or
     such Participant's beneficiary, in the event that a proper and timely
     election has been made by such Participant in accordance with Section
     242(b) of the Tax Equity and Fiscal Responsibility Act of 1982 (as in
     effect prior to the enactment of the Deficit Reduction Act of 1984) so long
     as such election is in effect.

                                     - 34 -
(g) Distributions made to satisfy the requirements of this Section
     10.2 shall be made from all Accounts on a pro rata basis.

     10.3 Elective Distribution after Attainment of Age 59-1/2. A Participant
who continues in employment after reaching age 59-1/2 may, at his election,
receive one or more single sum distributions from his Account, each in an amount
not less than $500 (or, if less, the entire credit balance of his Account).
Notwithstanding the foregoing sentence, effective as of January 1, 2002, no
minimum distribution amount shall apply. The election to receive such a
distribution shall be made in writing in a form acceptable to the Administrator,
and delivered to the Administrator. A distribution pursuant to this Section 10.3
may not be repaid to the Plan.

     10.4 Notice of Death, Retirement or Termination of Service. As soon as
possible after the death, Retirement or other termination of service of a
Participant, the Administrator shall deliver to the Trustee a notice specifying
the name and address of the Participant (including, if applicable, any
designated or contingent Beneficiary) who is entitled to receive benefits under
the Plan, the time such benefits are to be paid, and the medium of payment.

     10.5 Direct Rollover Distributions. Notwithstanding any other provision of
the Plan, an Eligible Recipient may elect, at the time and in the manner
prescribed by the Administrator, to have all or any portion of an Eligible
Distribution paid to an Eligible Plan specified by the Eligible Recipient.

     As used in this Section 10.5, the terms set forth below have the following
meanings:

     "Eligible Distribution" means any distribution made from the Plan to an
Eligible Recipient, to the extent that it is includible in the Eligible
Recipient's gross income (or would be includible but for the exclusion of net
unrealized appreciation in employer securities), and is not required under
Section 401(a)(9) of the Code, unless the distribution is one of a series of
substantially equal periodic payments made no less frequently than annually over
a specified period of ten or more years, or the life or life expectancy of an
Eligible Recipient or the joint lives or joint life expectancies of the Eligible
Recipient and a designated beneficiary, any portion of any distribution which is
applied as a loan payment offset under the loan program referred to in Section
14.2, or the distribution consists of Employee Deferral Contributions or Special
Contributions and is made pursuant to Section 10.7.

     "Eligible Plan" means any of the following that agrees to accept an
Eligible Recipient's Eligible Distribution: an individual retirement account
described in Section 408(a) of the Code; an individual retirement annuity
described in Section 408(b) of the Code; and, for any Eligible Recipient other
than a Participant's surviving spouse, a qualified plan described in Section
401(a) of the Code or a qualified annuity described in Section 403(a) of the
Code.

     "Eligible Recipient" means a Participant, a Former Participant, the
surviving spouse of a deceased Participant or Former Participant or an alternate
payee under a Qualified Domestic Relations Order who is either the spouse or
former spouse of a Participant or Former Participant.

     10.6 Distribution under Qualified Domestic Relations Order. All rights and
benefits, including elections, provided to a Participant in this Plan shall

                                     - 35 -
be subject to the rights afforded to any "alternate payee" under, and otherwise
generally to the provisions of, a "qualified domestic relations order" as those
terms are defined in Code Section 414(p). To the extent that the Plan treats a
former spouse of a Participant as the spouse of such Participant for purposes of
Code Sections 401(a)(11) and 417 pursuant to a qualified domestic relations
order, the actual spouse of such Participant shall not be treated as the spouse
of such Participant for such purposes. The Plan shall not be treated as failing
to meet its distribution restrictions which are included pursuant to Code
Sections 401(a) or (k) solely by reason of payments to an alternate payee
pursuant to a qualified domestic relations order. Solely for purposes of
distributing benefits to an alternate payee pursuant to a qualified domestic
relations order, the earliest retirement date of a Participant against whom such
order is enforceable shall be the date on which such order is determined to be
qualified.

     If an alternate payee is awarded all or a portion of a Participant's vested
Account pursuant to an order which is determined to be a qualified domestic
relations order, then, as of the valuation date next succeeding the date on
which the order is determined to be qualified domestic relations order (the
"Allocation Date"), the amount awarded to the alternate payee shall be
administered in accordance with the terms of the Plan and, unless provided
otherwise in the qualified domestic relations order, shall (i) be taken
proportionately from the assets of each investment fund (based on the ratio of
the Participant's fund balance to his total fund balances) and (ii) be taken
from the separate accounts of the Participant as determined pursuant to
procedures adopted from time to time by the Administrator in its sole discretion
and shall be allocated to and held in a separate account under the Plan in the
name of the alternate payee. If after being notified that the order is a
qualified domestic relations order, the alternate payee does not properly
request a distribution of the entire award prior to the Allocation Date (or, if
the alternate payee is notified of such determination after the Allocation
Date), then the portion of the award which is not subject to such a distribution
request shall, as of the Allocation Date (if administratively feasible), be
invested in the investment fund in which contributions of Participants who have
failed to make their contribution investment elections are invested until such
time as the alternate payee makes a valid account investment election. An
alternate payee shall be entitled to make an account investment election in the
same manner as a Participant or beneficiary under the Plan beginning with the
January 1st or July 1st next succeeding the Allocation Date, as soon as
administratively feasible following the Allocation Date. The separate account
shall be credited with any income, earnings, and other appreciation, as well as
losses and depreciation, attributable to the assets of such account. An
alternate payee may not select a joint and survivor annuity form of payment
based on the life of the alternate payee and the life of the alternate payee's
subsequent spouse.

     The portion of any account which has been awarded to an alternate payee
under a domestic relations order shall not be distributed, withdrawn, borrowed
or transferred during the period in which the qualified status of the order is
being determined and if necessary, such amounts shall be segregated, as required
by Code Section 414(p)(7), pursuant to procedures adopted from time to time in
the discretion of the Administrator.

     10.7 Hardship Distributions. The Administrator may instruct the Trustee to
distribute to a Participant who is experiencing hardship due to an immediate and
heavy financial need the amount necessary to satisfy that need, but not more
than the sum of (i) the credit balance of his Deferral Contributions Account as

                                     - 36 -
of December 31, 1988, (ii) the aggregate amount of his Deferral Contributions
made after December 31, 1988, and (iii) the aggregate credit balance of his
vested Company Contributions Account as of the Valuation Date on which the
distribution is made, adjusted as necessary to reflect contributions allocated
and distributions made since the most recent prior Valuation Date and further
adjusted, if necessary, to reflect loans, distributions, including deemed
distributions offsets, and repayments pursuant to the Loan Program in Section
14.2. Hardship distributions shall be deemed to come first from a Participant's
Company Contributions Account, and then from his Deferral Contributions Account.
No hardship distribution may be made which would impair the collateral of the
Trustee for a loan to a Participant. The amount of an immediate and heavy
financial need may include any amounts necessary to pay any federal, state or
local income taxes or penalties reasonably anticipated to result from the
distribution. For purposes of this Section 10.7, a distribution will be
considered to be made on account of an immediate and heavy financial need only
if it is made on account of:

          (a) Costs directly related to the purchase of a dwelling unit to be
     used as a principal residence of the Participant (excluding mortgage
     payments); or

          (b) Payment of tuition and related educational fees for the next
     twelve months of post-secondary education for the Participant, his spouse,
     or dependents; or

          (c) Expenses for medical care described in Section 213(d) of the Code
     for the Participant, his spouse, children and dependents, or necessary for
     these persons to obtain such care; or

          (d) Payment necessary to prevent the eviction of the Participant from
     his principal residence or the foreclosure of a mortgage on the
     Participant's principal residence; or

          (e) Such additional circumstances as the Secretary of the Treasury
     shall announce from time to time in rulings of general application pursuant
     to the Income Tax Regulations issued under Section 401(k) of the Code.

     A Participant who requests a distribution pursuant to this Section 10.7
must represent to the Administrator that he is unable to meet his financial need
through reimbursement or compensation by insurance or otherwise, by reasonable
liquidation of his assets (including those of his spouse and minor children), by
cessation of Deferral Contributions, by other distributions or nontaxable loans
from benefit plans, or by borrowing from commercial sources on reasonable terms.
A Participant who receives a distribution pursuant to this Section 10.7 may not
make Deferral Contributions in the period of twelve calendar months immediately
following the distribution.

     10.8 Distribution of Excess Deferrals. Notwithstanding any other provision
of the Plan, Excess Deferral Amounts and income or loss allocable thereto
(including all earnings, expenses, and appreciation or depreciation in value,
whether or not realized) shall be distributed no later than each April 15 to
Participants who claim Excess Deferral Amounts for the preceding calendar year.

                                     - 37 -
"Excess Deferral Amount" means the amount of Deferral Contributions for a
calendar year that the Participant designates to the Plan pursuant to the
following procedure. The Participant's designation shall be submitted to the
Administrator in writing no later than March 1, shall specify the Participant's
Excess Deferral Amount for the preceding calendar year; and shall be accompanied
by the Participant's written statement that if the Excess Deferral Amount is not
distributed, it will when added to amounts deferred under other plans or
arrangements described in Section 401(k), 408(k) or 403(b) of the Code exceed
the limit imposed on the Participant by Section 402(g) of the Code for the year
in which the deferral occurred. A Participant who has an Excess Deferral Amount
for a taxable year, taking into account only his Deferral Contributions under
the Plan or any other plans of this employer, shall be deemed to have designated
the entire amount of such Deferral Contributions.

     The income or loss allocable to an Excess Deferral Amount for the preceding
calendar year shall be determined by

          (a) multiplying the income or loss allocated to the Participant's
     Deferral Contributions Account for the preceding calendar year by a
     fraction, the numerator of which is the Excess Deferral Amount and the
     denominator of which is the balance of the Participant's Deferral
     Contributions Account without regard to any income or loss occurring during
     the preceding calendar year; or

          (b) any other reasonable method that is actually used by the Plan for
     allocating income and loss to Participants' Accounts, provided that the
     method does not violate Section 401(a)(4) of the Code, and is used
     consistently for all Participants and for all corrective distributions with
     respect to a given Plan Year.

     10.9 Distribution of Excess Contributions. Notwithstanding any other
provision of the Plan, Excess Contributions and income or loss allocable thereto
(including all earnings, expenses and appreciation or depreciation in value,
whether or not realized) shall be distributed no later than the last day of each
Plan Year to Participants on whose behalf such Excess Contributions were made
for the preceding Plan Year.

     "Excess Contributions" shall mean the amount described in Section
401(k)(8)(B) of the Code. The income or loss allocable to Excess Contributions
for the preceding Plan Year shall be determined by

          (a) multiplying the income or loss allocated to the Participant's
     Deferral Contributions Account for the preceding Plan Year by a fraction,
     the numerator of which is the Excess Contributions on behalf of the
     Participant for the preceding Plan Year and the denominator of which is the
     balance of the Participant's Deferral Contributions Account without regard
     to any income or loss occurring during the preceding Plan Year; or

          (b) any other reasonable method that is actually used by the Plan for
     allocating income and loss to Participants' Accounts, provided that the
     method does not violate Section 401(a)(4) of the Code, and is used
     consistently for all Participants and for all corrective distributions with
     respect to a given Plan Year.

                                     - 38 -
The Excess Contributions which would otherwise be distributed to the
Participant shall be reduced by the amount of Excess Deferrals distributed to
the Participant. Amounts distributed under this Section 10.9 shall be treated as
distributions from the Participant's Deferral Contributions Account.

     10.10 Distribution of Excess Aggregate Contributions. Notwithstanding any
other provision of the Plan, Excess Aggregate Contributions and income or loss
allocable thereto (including all earnings, expenses, and appreciation or
depreciation in value, whether or not realized) shall be distributed no later
than the last day of each Plan Year to Participants to whose accounts Company
Contributions were allocated for the preceding Plan Year.

     "Excess Aggregate Contributions" shall mean the amount described in Section
401(m)(6)(B) of the Code. The income or loss allocable to Excess Aggregate
Contributions for the preceding Plan Year shall be determined by

          (a) multiplying the income or loss allocated to the Participant's
     Company Contributions Account for the preceding Plan Year by a fraction,
     the numerator of which is the Excess Aggregate Contributions on behalf of
     the Participant for the preceding Plan Year and the denominator of which is
     the balance of the Participant's Company Contributions Account without
     regard to income or loss occurring during the preceding Plan Year; or

          (b) any other reasonable method that is actually used by the Plan for
     allocating income and loss to Participants' Accounts, provided that the
     method does not violate Section 401(a)(4) of the Code, and is used
     consistently for all Participants and for all corrective distributions with
     respect to a given Plan Year.

     10.11 Withdrawals from Rollover Accounts. Subject to such reasonable and
nondiscriminatory rules as the Administrator may establish from time to time to
facilitate administration of the Plan, a Participant or Beneficiary may, by
giving notice to the Administrator of his intention to withdraw, at any time and
from time to time, withdraw all or any part of his Rollover Account. A
distribution of all or any part of a Rollover Account shall be made in
accordance with the provisions of this Article 10. The Administrator shall
direct the Trustee to make the distribution requested by the Participant or
Beneficiary as promptly as practicable.

     10.12 Distributions upon Plan Termination. The balances of Participants'
Accounts, including Deferral Contributions and income attributable thereto, may
be distributed to Participants or their beneficiaries as soon as
administratively feasible after the termination of the Plan, provided that
neither the Company nor an Affiliated Company maintains a successor plan.

     10.13 Cessation of Interest. The interest in the Plan and Trust of a
Participant or Beneficiary shall cease upon the delivery to him of a lump sum
distribution or the sum of all installments, as required by the Administrator in
its notice.

     10.14 Missing Persons. If a person entitled to benefits under the Plan
cannot be located after diligent search by the Administrator or the Trustee and

                                     - 39 -
the whereabouts of such person continues to be unknown for a period of three
years, the Administrator or Trustee may determine that such person has died,
whereupon his benefits shall be distributed to the Beneficiary determined in
accordance with Article 8, or if no such Beneficiary can be determined or
located after reasonable efforts, the Administrator may determine that such
benefits are forfeited and the amount thereof shall be allocated as provided in
Section 5.2(c); provided, however, that such benefits shall be restored upon the
filing of a claim by the Participant or Beneficiary within the time prescribed
by applicable law or regulations.

     10.15 Mailing of Benefits. Whenever the Trustee is directed to make payment
or delivery of benefits in accordance with a notice of the Administrator,
mailing a check in the appropriate amount to the person or persons entitled
thereto at the address designated in such notice shall be adequate delivery by
the Trustee for all purposes.

     10.16 Minors and Incompetents. In the event that any benefit hereunder
becomes payable to a minor or to a person under legal disability or to a person
not judicially declared incompetent but who, by reason of illness or mental or
physical disability, is, in the opinion of the Administrator, unable properly to
administer such benefit, then the same shall be paid out in such of the
following ways as the Administrator deems best, and the Trustee, the
Administrator and the Company shall not incur any liability therefor: (a)
directly to such person; (b) to the legally appointed guardian or conservator of
such person; (c) to some relative or friend for the care and support of such
person; or (d) by the Administrator's using such benefit directly for such
person's care and support.

     10.17 Withdrawals by Certain Former Participants. Notwithstanding any
provision of the Plan to the contrary, any Former Participant who has terminated
employment with a Participating Employer and has not requested a distribution of
his benefits under Section 10.1 of the Plan shall be entitled to make a lump sum
withdrawal of some or all of his remaining benefit once per Plan Year, subject
to the minimum withdrawal requirements. The minimum withdrawal amount shall be
no less than the lesser of: (i) $1,000 or (ii) the remaining Account balance of
the Former Participant requesting the withdrawal on the date of the withdrawal.
The request for withdrawal shall be made to the Administrator on forms and
subject to rules established from time to time by the Administrator. Such rules
shall be applied on a non-discriminatory basis.

                                   ARTICLE 11

                           ADMINISTRATION OF THE PLAN

     11.1 Benefits Committee and Rules of Administration. The Administrator of
the Plan shall be the named fiduciaries designated pursuant to the "ABN AMRO WCS
Holding Company U.S. Employee Benefits Program Rules of Administration," acting
as and denominated the "ABN AMRO WCS Holding Company U.S. Employee Benefits
Committee" (the "Benefits Committee"). The powers, responsibilities and duties
of the Benefits Committee with respect to the Plan shall be as established under

                                     - 40 -
the ABN AMRO WCS Holding Company U.S. Employee Benefits Program Rules of
Administration (the "Rules") as currently in effect and as hereafter amended.
The current Rules are annexed as Schedule C and made a part of the Plan. Any and
all amendments to such Rules are incorporated by reference as if fully set forth
herein. In addition to the powers granted to the Benefits Committee under the
Rules, the Benefits Committee shall have the powers granted under the Plan with
respect to the administration of the Plan.

                                   ARTICLE 12

                                     TRUSTEE

     12.1 Trust Agreement. The Trust Agreement is incorporated herein by this
reference. Each investment fund and the instruments, securities, accounts and
other property making up the investments in such fund shall be selected from
time to time in the sole discretion of the Trustee. The Trustee shall be the
sole owner, as trustee hereunder, of any assets in investment funds and shall
have the exclusive power to exercise all rights, privileges, options and
elections with respect thereto. In addition to the foregoing, and to its powers
and duties under the Trust Agreement, the Trustee shall have the power to:

          (a) Purchase and sell American Depositary Shares or American
     Depositary Receipts of ABN AMRO Holding N.V. (or shares of any other
     Employer Securities, as defined in Section 12.2(a), that the Trustee
     designates as available for Participant-directed investment) as the Trustee
     deems appropriate to comply with any investment direction from a
     Participant involving the investment in, or disinvestment from, the
     Employer Securities Fund (as defined in Section 12.2(a)).

          (b) Appoint, in its discretion, a Limited Co-Trustee or Limited
     Co-Trustees for the purposes set forth in, and in accordance with, Section
     12.2(b)(ii).

     12.2 Investment of Trust Fund. The Trustee shall invest the assets of the
Trust Fund in accordance with the provisions of the Trust Agreement and this
Section 12.2:

          (a) Notwithstanding any other provision of the Plan, however, cash and
     other assets (including, if applicable, promissory notes representing plan
     loans) received by the Plan as a result of (i) a spin off or (ii) a merger
     of assets previously held under another qualified employee benefit plan (a
     "Certain Prior Plan") which were allocated to a particular investment fund
     under such Certain Prior Plan (the "Certain Prior Plan Fund") shall
     initially be invested in the particular investment fund under the Plan as
     determined in the sole discretion of the Administrator. Further, and
     notwithstanding any other provision of the Plan, a Participant's or other
     individual's right to direct the investment of (i) the assets previously
     invested in a Certain Prior Plan Fund and (ii) at the discretion of the
     Administrator, any other assets previously invested under the Plan and/or a
     Certain Prior Plan, may be suspended, at or about the time at which the
     assets of such Certain Prior Plan are merged into the Plan (or transferred
     to the Plan pursuant to an applicable spin-off), for a period of time
     determined in the sole discretion of the Administrator.

                                     - 41 -
Pursuant to such rules as the Administrator may establish, a
     Participant or Beneficiary may direct the Trustee to invest amounts
     contributed for his Account in any one or more investment media approved or
     announced from time to time in writing by the Administrator as being
     available under the Plan, including loans to Participants as provided
     pursuant to Section 14.2 and a fund which invests primarily in qualifying
     employer securities, as defined in ERISA ("Employer Securities Fund"). For
     purposes of establishing and maintaining the Employer Securities Fund, the
     Trustee is authorized to invest as much as one hundred percent (100%) of
     the assets of the Employer Securities Fund in qualifying employer
     securities, as defined in ERISA ("Employer Securities"). Employer
     Securities, include, but are not limited to, American Depositary Shares or
     American Depositary Receipts issued by ABN AMRO Holding N.V. or an
     affiliate (as defined in Section 407(d)(7) of ERISA). The Administrator
     may, in its discretion, permit such elections to be in writing, or by
     telephone with a representative or a voice response unit, or through the
     Internet or other electronic means subject to the following rules and
     conditions:

               (i)   The Administrator shall from time to time establish and
          announce in writing reasonable rules and regulations concerning the
          number of investment media into which a Participant or Beneficiary may
          direct that portions of any single contribution be invested, the
          minimum dollar amount that may be invested in any single medium, the
          intervals at which a Participant or Beneficiary may change his
          investment directions as to future contributions, and the intervals at
          which a Participant or Beneficiary may change his directions as to the
          future investment of amounts then credited to his Account. Nothing
          herein shall be construed to require the Trustee to carry out any
          direction which would result in a prohibited transaction under Section
          406 of ERISA or Section 4975 of the Code or would generate income
          taxable to the Plan, and the Trustee may decline to carry out any
          direction which could create a fiduciary liability for the Trustee
          which would not otherwise exist.

               (ii)  Subject to the rules announced in accordance with
          subsection (i), each Participant's or Beneficiary's investment
          directions shall be completed and transmitted to the Trustee before
          such directions are to become effective, and shall thereafter control
          the investment of his Account until he submits a subsequent direction.
          The Trustee shall, upon his request, give a Participant or Beneficiary
          written confirmation of his investment directions. Subject to the
          rules announced in accordance with subsection (i), each Participant or
          Beneficiary may give investment directions effective as of each April
          1, July 1, October 1, and January 1.

               (iii) Amounts received by the Trustee for a Participant's or
          Beneficiary's Account shall be invested as promptly as practicable
          after their receipt by the Trustee in the medium directed by the
          Participant or Beneficiary. Any distribution thereon which is received
          in cash shall be applied as soon as practicable to the purchase of
          additional interests in the directed medium. Any distribution thereon

                                     - 42 -
which is received in any form of property other than additional shares
          or other evidences of interest in the directed medium itself shall be
          converted to cash as soon as practicable, and reinvested in additional
          interests in the directed medium. Notwithstanding the preceding
          sentence, if for any reason it proves impracticable in the opinion of
          the Trustee to convert any such increment promptly into cash, then the
          Trustee may in its sole discretion determine the method and time of
          sale, disposition, use, application or conversion of the same,
          provided that Accounts are credited with their proportionate interests
          therein as prescribed in Article 6.

               (iv)  In the event that a Participant or Beneficiary fails to
          direct the Trustee as to the investment of an amount to be credited to
          his Account, the Trustee shall invest that amount in accordance with a
          standing direction from the Participant or Beneficiary, or if there is
          no such standing direction, the Trustee in its sole discretion shall
          determine the manner of its investment until the Participant or
          Beneficiary provides proper direction.

               (v)   The Trustee shall have no liability or responsibility for
          any loss or expense to any Participant's or Beneficiary's Account(s)
          resulting from any investment made in accordance with the directions
          of the Participant or Beneficiary.

               (vi)  Any income, gain, loss or expense realized by a
          Participant's or Beneficiary's Account, and any brokerage commissions
          associated with a Participant's or Beneficiary's Account shall be
          allocated to his Account and shall not be shared by or allocated to
          any other Participant's or Beneficiary's Account. The Plan may charge
          each Participant's or Beneficiary's Account with the reasonable
          expenses of carrying out the Participant's or Beneficiary's
          directions.

          (b) Employer Securities Fund. If, at any time, a fund offering
     "qualifying employer securities" as such term is defined in ERISA Section
     407(d)(5) ("Employer Securities Fund") is available under the Plan for
     investment of a Plan Participant's or Beneficiary's Account, this Section
     12.2(b) shall apply. Up to 100% of the Employer Securities Fund may be
     invested in "qualifying employer securities," as defined in the
     immediately-preceding sentence ("Employer Securities"). If any Employer
     Securities are acquired from, or sold to, a party-in-interest, as defined
     in ERISA Section 3(14), no commission shall be paid.

               (i)   Use of Unitized Fund. If an Employer Securities Fund is
          established on a unitized basis (i.e., Accounts are credited with
          units of the investment fund and each such unit represents an
          undivided interest in the Employer Securities and other property held
          in such investment fund), the Trustee shall establish uniform,
          non-discriminatory rules regarding the manner in which each
          Participant's interest in such unitized investment fund shall be
          treated as full or fractional shares of the Employer Securities and
          other property held by the Trustee in such investment fund for
          purposes of the Plan. Under these circumstances, any Plan provisions
          dealing with the allocation of Employer Securities to the Account of
          any Participant shall be interpreted to mean the allocation of the
          appropriate number of units in the Employer Securities Fund.

                                     - 43 -
(ii)  Limited Co-Trustee.

                    (a) The Trustee, in its discretion, may appoint a Limited
               Co-Trustee which shall have the limited and exclusive powers set
               forth below in this Section 12.2(b)(ii). The Limited Co-Trustee
               may be an institutional trustee, such as a bank or trust company,
               that is unaffiliated with any Company. The Limited Co-Trustee may
               also be a group of three individuals selected by the Trustee to
               act together, as provided herein, as the Co-Trustee. The Trustee
               shall have the power to appoint or remove a Limited Co-Trustee or
               otherwise fill any vacancy in the office of the Limited
               Co-Trustee. The Limited Co-Trustee shall have only the following
               limited and exclusive powers:

                         (1) To exercise any and all rights, powers,
                    responsibilities and duties (whether or not discretionary)
                    of the Trustee with respect to the voting of any Employer
                    Securities.

                         (2) To take any and all other action relating to the
                    Employer Securities Fund that the Trustee does not, from
                    time to time, reserve to itself.

                    (b) If a group of individuals is acting, collectively, as
               the Limited Co-Trustee, such individuals shall act by majority
               vote, with or without a meeting. In the event of any vacancy in
               the office of the Limited Co-Trustee, the remaining individuals
               holding such office of Limited Co-Trustee shall have the power to
               act as the Limited Co-Trustee until the vacancy is filled. Any
               individual, while acting with other individuals in the office of
               the Limited Co-Trustee, who dies, or for a period of ninety (90)
               consecutive days becomes incapacitated so as to be unable to
               perform the duties of such office, shall automatically cease to
               hold such office. Any individual, while acting with other
               individuals in the office of the Limited Co-Trustee, who is also
               an Employee and who terminates employment with an Affiliated
               Company shall automatically cease to hold such office. Any
               determination by two individuals acting in the office of the
               Limited Co-Trustee that the other individual acting in such
               office has become incapacitated, as aforesaid, shall be
               conclusive. Any Limited Co-Trustee (or any individual acting with
               others in the office of the Limited Co-Trustee) may, by filing a
               written resignation with the Trustee (and with the other
               individuals acting in the office of the Limited Co-Trustee, if
               any), resign at any time.

                                     - 44 -
(iii) Voting of Employer Securities. Notwithstanding any other
          provision of the Plan or Trust, each Participant shall have the right
          to direct the Trustee, (or, if applicable, the Limited Co-Trustee) as
          to the manner in which Employer Securities allocated to his Account
          shall be voted. Fractional shares allocated to Accounts may be voted
          by each Participant, and the Trustee (or, if applicable, the Limited
          Co-Trustee) shall total all fractional votes of all Participants who
          have directed the Trustee (or, if applicable, the Limited Co-Trustee)
          to vote such shares in the same manner, and shall cast the largest
          number of full votes possible from the total of fractions. Any
          remaining fraction shall be disregarded. The Trustee (or, if
          applicable, the Limited Co-Trustee), in its discretion, may engage an
          agent to receive instructions from Participants. The issuer of the
          applicable Employer Securities (the "Issuer") or the appropriate
          representative, agent or delegate of the Issuer (the "Representative")
          shall notify the Trustee (or, if applicable, the Limited Co-Trustee)
          and Participants when voting rights should be exercised and shall
          furnish the Trustee (or, if applicable, the Limited Co-Trustee) and
          Participants with information similar to that furnished to other
          shareholders of the securities which constitute Employer Securities,
          and within the time periods required by law (or the applicable
          articles of incorporation, bylaws or other comparable governing rule
          or document) for other shareholders. The Issuer or Representative
          shall furnish to Participants a form of proxy upon which voting
          instructions shall be given by Participants directly to the Trustee
          (or, if applicable, the Limited Co-Trustee), and the Trustee (or, if
          applicable, the Limited Co-Trustee) shall vote the shares allocated to
          each Participant's Account in accordance with the instructions of such
          Participant. The Trustee (or, if applicable, the Limited Co-Trustee),
          in its discretion, may engage an agent to receive voting instructions
          from Participants. The Trustee (or, if applicable, the Limited
          Co-Trustee) shall vote, either directly or by proxy, allocated shares
          for which it has not received directions and any shares which have not
          yet been allocated to the Accounts of Participants in the same
          proportion as shares for which voting directions are received from
          Participants, provided, in all events, that such proportionate voting
          does not violate the Trustee's (or, if applicable, the Limited
          Co-Trustee's) fiduciary duty under the Plan to act exclusively in the
          best interests of the Participants and their Beneficiaries.

               (iv)  Rights, Warrants or Options. Stock rights (including
          warrants and options) issued with respect to Employer Securities shall
          be exercised by the Trustee (or, if applicable, the Limited
          Co-Trustee) on behalf of Participants to the extent that cash is
          available. Rights which cannot be exercised due to lack of cash in the
          Employer Securities Fund shall be sold and the proceeds invested in
          Employer Securities, subject to rules established by the Trustee (or,
          if applicable, the Limited Co-Trustee) governing the Employer
          Securities Fund.

                                     - 45 -
(v)   Tender Offers.

                    (a) Rights of Participants. Notwithstanding any other
               provision of the Plan or Trust, in the event that an offer is
               made generally to the shareholders of the Issuer, including any
               Limited Co-Trustee, to transfer all or a portion of the
               securities of the Issuer in return for valuable consideration,
               including, but not limited to, offers regulated by Section 14 of
               the Securities Exchange Act of 1934, as amended, each Participant
               for whose account shares of Employer Securities are held shall
               have the right to determine whether the shares credited to his
               Account shall be tendered. The foregoing rights shall be
               applicable to each Participant, irrespective of whether or not
               his Account is vested. Each Participant also shall have the
               right, to the extent permitted by the terms of the tender offer
               or applicable law, to direct the withdrawal of such shares from
               the tender. A Participant shall not be limited as to the number
               of instructions to tender or withdraw that he may give. All
               rights granted to Participants in this paragraph are subject to
               compliance with rules established by the Trustee (or, if
               applicable, the Limited Co-Trustee) pursuant to paragraph (c)
               hereof.

                    (b) Duties of the Issuer or Representative. The Issuer or
               Representative shall be responsible for communicating the terms
               of any offers described in paragraph (a) above to Participants
               and for providing a means by which each Participant may provide
               instructions directly to the Trustee (or, if applicable, the
               Limited Co-Trustee) with respect to his shares. In connection
               therewith, as soon as practicable after the commencement of any
               tender offer, the Issuer or Representative shall provide to each
               Participant in the Plan:

                         (1) The offer to purchase, as distributed by the
                    offeror to the shareholders of the Issuer,

                         (2) A statement of the number of shares of Employer
                    Securities allocated to the Participant's Account (vested
                    and nonvested), based upon the most recent information
                    available to the Issuer or Representative, and

                         (3) Directions as to the means by which a Participant
                    may give instructions with respect to the tender of shares
                    credited to his Account.

                                     - 46 -
The Issuer or Representative shall establish and pay for a means
               by which Participants may expeditiously deliver directly to the
               Trustee (or, if applicable, the Limited Co-Trustee) instructions
               with respect to the shares allocated to their Accounts. The
               instructions from Participants received by the Trustee (or, if
               applicable, the Limited Co-Trustee) shall be held by the Trustee
               (or, if applicable, the Limited Co-Trustee) in strict confidence
               and shall not be divulged or released to any person, including
               officers or employees of the Issuer or any affiliate of the
               Issuer.

                    (c) Duties of the Trustee. The Trustee, (or, if applicable,
               the Limited Co-Trustee) shall follow the instructions of
               Participants pursuant to paragraph (a) above. The Trustee (or, if
               applicable, the Limited Co-Trustee), in its discretion, may
               engage an agent to receive instructions from Participants. The
               Trustee (or, if applicable, the Limited Co-Trustee) shall
               establish, on the basis of its ability to comply with the terms
               of the tender offer, a reasonable time or times after which it
               will not accept such instructions and such other rules as it may
               deem appropriate. Allocated shares for which instructions are not
               received from Participants and shares which have not yet been
               allocated to the Accounts of Participants shall be tendered in
               the same proportion as shares of Employer Securities for which
               instructions are received from Participants have been tendered,
               provided, in all events, that such proportionate tender does not
               violate the Trustee's (or, if applicable, the Limited
               Co-Trustee's) fiduciary duty under the Plan.

          (vi) Named Fiduciary Status. Each Participant in the Plan is hereby
     designated as a "named fiduciary" within the meaning of Section 403(a)(1)
     of ERISA with respect to voting and tender offer decisions relating to
     shares of Employer Securities allocated to such Participant's Account, and
     as to any shares for which directions are not received from Participants or
     which have not yet been allocated to the Accounts of Participants, to the
     extent that his voting or tender offer decisions affect the Trustee's (or,
     if applicable, the Limited Co-Trustee's) voting or tender (or the failure
     to tender) of such shares.

          (vii) Reinvestment of Dividends. Dividends paid on Employer Securities
     shall be allocated to Participants' Accounts in a uniform manner determined
     by the Trustee.

                                     - 47 -
12.3 Trustee's Accounts. The assets of the Trust Fund shall be valued at
their fair market value annually by the Trustee as of the last day of each Plan
Year, and such other Valuation Dates as may be designated by the Administrator,
and the values reported to the Company and the Administrator, together with a
statement of receipts and disbursements for the preceding Plan Year and such
other information regarding the Trust Fund as the Company may request.

     12.4 Trustee's Records. The Trustee shall keep and maintain records under
the direction of the Administrator which shall accurately disclose at all times
the state of the Trust Fund.

     12.5 Trustee's Liability. The Trustee shall not be responsible for the
validity of the Plan or Trust Agreement, nor for the adequacy of the Trust Fund
to meet the obligations hereunder, but shall be accountable only for funds paid
to it under the Trust Agreement.

     12.6 Trustee's Compensation and Expenses. The Trustee shall be entitled to
reimbursement for its reasonable expenses incurred hereunder. An individual
serving as Trustee who is also a full-time Employee of the Company shall not be
compensated for his or her services as Trustee, save as his or her compensation
as an Employee may be such compensation. Other individuals and any corporation
or trust company serving as a Trustee shall be entitled to compensation for its
services in such amount as the Company and such Trustee may agree upon from time
to time. Such reimbursement or compensation due a Trustee, if not paid by the
Company, shall constitute a charge upon the Trust Fund.

                                   ARTICLE 13

                            AMENDMENT AND TERMINATION

     13.1 Right to Amend or Terminate. The Company reserves the right at any
time and from time to time to amend the Plan or the Trust, or terminate the Plan
or the Trust, by execution of an appropriate instrument by a duly authorized
officer of the Company, which authorization may be extended by ratification as
well as by action in advance. The Company shall deliver to the Trustee a copy of
any such amendment or a notice of termination executed by an officer thereunto
duly authorized. The foregoing notwithstanding, the Company shall have no power
to amend or terminate the Plan or the Trust in such manner as would:

          (a) Increase the duties or liabilities of the Trustee without the
     written consent of the Trustee;

          (b) Cause or permit any of the Trust assets to be diverted to purposes
     other than the exclusive benefit of the Participants or their Beneficiaries
     and defraying the reasonable expenses of administering the Plan and the
     Trust;

          (c) Cause any reduction in the amount theretofore credited to any
     Participant or Beneficiary or eliminate any optional form of benefit with
     respect to benefits attributable to service before the amendment; or

                                     - 48 -
(d) Cause or permit any portion of the Trust assets to revert to or
     become the property of the Company, except as provided in Section 1.2.

     13.2 Permanence of Plan. The Company has established the Plan with the bona
fide intention and expectation that the Company will be able to make
contributions indefinitely, but the Company is not and shall not be under any
obligation or liability whatsoever to maintain the Plan (or the Trust) for any
given length of time and may in its sole and absolute discretion terminate the
Plan (or the Plan and Trust) or discontinue its contributions hereunder at any
time without any liability whatsoever for such termination or discontinuance.

     13.3 Termination of Plan or Plan and Trust. Unless the Plan and Trust be
sooner terminated pursuant to (a) or (b) below, the Plan and, if so directed by
the Company, the Trust shall terminate upon delivery to the Trustee of a notice
of termination executed on behalf of the Company specifying the date as of which
the Plan (or the Plan and Trust) shall terminate. The preceding sentence
notwithstanding, both the Plan and the Trust shall automatically terminate upon
the happening of either of the following events:

          (a) adjudication of the Company as a bankrupt or general assignment by
     the Company to or for the benefit of creditors; or

          (b) dissolution of the Company.

     In the event of the bankruptcy, liquidation or dissolution of the Company,
the Plan shall be deemed terminated.

     13.4 Vesting on Termination or Partial Termination of Plan or
Discontinuance of Contributions. The Company shall notify the Trustee in writing
if it shall permanently discontinue contributions hereunder. Notwithstanding any
other provisions of the Plan, if the Plan is terminated or if the Company shall
permanently discontinue contributions hereunder (irrespective of whether the
Trust shall be terminated), the interests of all Participants in the Plan and
Trust shall become fully vested and nonforfeitable as of the date of such
termination or such discontinuance. Upon the partial termination of the Plan
with respect to a group of Participants, Former Participants or Beneficiaries,
the interests of all such Participants, Former Participants or Beneficiaries in
the Plan and Trust shall become fully vested and nonforfeitable as of the date
of such partial termination.

     13.5 Successor to Business of Company. Unless the Plan and Trust be sooner
terminated, a successor to the business of the Company, by whatever form or
manner resulting, may continue the Plan and Trust with respect to the successor
entity by executing appropriate supplementary instruments, and such successor
shall thereupon succeed to all the rights, powers, and duties of the Company
hereunder. The employment of any Employee who has continued in the employ of
such successor shall not be deemed to have been terminated or severed for any
purpose hereunder if any such supplemental instrument so provides.

     13.6 Liquidation of Trust. In the event of the termination of the Plan or
the complete discontinuance of contributions by the Company, or in the event of
the partial termination of the Plan with respect to a group of Participants, the
Administrator shall direct the Trustee to:

                                     - 49 -
(a) reduce to cash such part or all of the Trust Fund as the Company
     may deem appropriate;

          (b) pay the liabilities, if any, of the Trust;

          (c) value the remaining assets of the Trust as of the date of
     termination, partial termination or discontinuance; and

          (d) allocate any previously unallocated assets and adjust the Account
     balances as provided in Article 6.

In the event the Trust is also terminated, the Company shall also direct the
Trustee to distribute the assets of the Trust in cash or in kind or partly in
cash and partly in kind in liquidation to and among the persons having an
interest in the Trust in proportion to the amounts standing to the credit of
their respective Accounts as of the termination date. If the Trust is not
terminated, the Company shall so notify the Trustee and the Trustee shall
continue to administer the Trust Fund as provided in this Plan and the Trust
Agreement.

     13.7 Merger or Consolidation of Plan. In the case of any merger or
consolidation of the Plan with, or transfer of assets or liabilities of the Plan
to, any other plan, the value of the benefits to which each Participant or
Beneficiary would become entitled if the resulting or transferee plan were
terminated immediately after such merger, consolidation or transfer must equal
or exceed the value of the benefits to which such Participant or Beneficiary
would have been entitled had the Plan been terminated immediately prior to such
merger, consolidation or transfer of assets.

                                   ARTICLE 14

                          SPENDTHRIFT PROVISION; LOANS

     14.1 Alienation Prohibited. The beneficial interest in the Trust of a
Participant or Beneficiary shall not be assignable or subject to attachment or
receivership, nor shall it pass to any trustee in bankruptcy or be reached or
applied by any legal process for the payment of any obligations of the
Participant or Beneficiary; provided, however, that the rule just stated shall
not apply in the case of any Qualified Domestic Relations Order, nor to any loan
pursuant to Section 14.2 nor to any offset of a Participant's or Beneficiary's
benefits provided under the Plan against an amount that such person is ordered
or required to pay the Plan if:

          (a) The order or requirement to pay arises:

               (i)   under a judgment of conviction for a crime involving the
          Plan;

               (ii)  under a civil judgment (including a consent order or
          decree) entered by a court in an action brought in connection with a
          violation (or alleged violation) of Part 4 of Subtitle B of Title I of
          ERISA; or

                                     - 50 -
(iii) pursuant to a settlement agreement between the Secretary of
          Labor and such person in connection with a violation (or alleged
          violation) of Part 4 of Subtitle B of Title I of ERISA by a fiduciary
          or any other person; and

          (b) The judgment, order, decree or settlement agreement expressly
     provides for the offset of all or part of the amount ordered or required to
     be paid to the Plan against the Participant's or Beneficiary's benefits
     provided under the Plan.

     14.2 Loans to Participants. A Loan shall be made only to a Participant who
is an Employee employed by a Participating Employer. Upon application of a
Participant, the Administrator may, but shall in no case be required to, direct
the Trustee to make a loan from the Trust, in an amount specified by the
Administrator, to such Participant, subject to the following conditions:

          (a) Maximum Principal Amount. The maximum principal balance at any
     time outstanding on a loan originated, when added to the principal balance
     of any loan to the Participant then outstanding, shall not exceed the
     lesser of (i) $50,000, reduced by the excess, if any, of the highest
     outstanding principal balance of loans from the Plan and from all other
     qualified plans of the Affiliated Companies to the Participant during the
     period of one year ending on the day preceding the origination of the loan
     under consideration, over the outstanding principal balance of such loans
     on the day preceding the origination of the loan under consideration, or
     (ii) the greater of $10,000 or fifty percent of the account balance in
     which the Participant is vested.

          (b) Minimum Principal Amount. The minimum principal amount of any loan
     is $1,000.

          (c) Duration. The repayment period of any loan shall be no less than
     six months and no more than five years.

          (d) Promissory Note. Each loan shall be evidenced by such
     documentation as the Administrator shall require.

          (e) Security. Each loan shall be secured by the assignment of fifty
     percent of the Participant's vested account balance.

          (f) Repayment Method. A loan to a Participant shall be repaid by
     substantially level payroll deductions made in every pay period at least
     quarterly. A loan repayable by payroll deductions may provide for a change
     in its terms in the event that the borrower ceases to be paid by the
     Company.

          (g) Interest Rate. The loan shall bear interest at the prime rate most
     recently determined by the Administrator, plus two percent, or such other
     rate as determined by the Administrator.

          (h) Plan Accounting. The distribution of the proceeds of a loan shall
     be charged solely against the Account of the Participant, and all
     repayments of principal and interest shall be credited solely to the

                                     - 51 -
Participant's Account. The unpaid principal balance of a loan shall be
     reflected as a receivable for the Participant's Account. The Participant
     must pay the administrative expenses incurred by the Trustee and the
     Administrator in connection with a loan, in the amount of $50 or such other
     amount as established by the Administrator, and any such expenses not paid
     directly by the Participant may be charged against his Account.

          (i) Number of Loans Outstanding. A Participant shall have only one
     loan outstanding at one time, and the Administrator shall not make a loan
     to a Participant until a period of at least three months has passed from
     the time any previous loan was retired. Notwithstanding the
     immediately-preceding sentence, effective as of January 1, 2002, a
     Participant may have a total of two loans outstanding during any calendar
     quarter, and the three-month waiting period does not apply.

          (j) Death of Borrower. The death of the borrower shall terminate the
     loan. The unpaid principal and interest due and owing on the date of the
     borrower's death shall be offset against the borrower's Account. No
     payments shall be permitted after the borrower's death. The tax
     consequences of the offset shall be reported to the borrower's estate and
     not to the beneficiary of the Account.

          (k) Default. The Administrator shall promptly notify the Trustee of
     any default in repayment of a loan. The Trustee shall foreclose on the
     security for a loan in default at the later of the date of the default or
     the first date on which Article 10 permits a distribution to be made to the
     Participant. Foreclosure shall consist of the distribution to the borrower
     of his promissory note. The Administrator and the trustee may take this
     step without advance notice to the borrower.

          (l) Compliance with USERRA. Loan repayments will be suspended under
     the Plan as permitted under Section 414(u)(4) of the Code. The provision
     shall be effective as of the effective date of the Uniformed Services
     Employment and Reemployment Rights Act of 1994, as amended from time to
     time, with respect to the Plan.

          (m) Subject to the foregoing provisions of this Section 14.2, the
     Administrator shall from time to time establish the terms and conditions on
     which loans will be made. However, in making its determination with respect
     to eligibility for loans, the Administrator shall adopt and follow uniform
     and nondiscriminatory rules so that loans are available to all Participants
     on a reasonably equivalent basis. The Administrator's determination in all
     such matters shall be final and binding.

                                   ARTICLE 15

                      SPECIAL TAX QUALIFICATION PROVISIONS

     15.1 Affiliated Companies. For all purposes of the Plan except for Section
6.4, "Affiliated Companies" shall mean the Company and all corporations,
partnerships, trades or businesses (whether or not incorporated) which

                                     - 52 -
constitute a controlled group of corporations with the Company, a group of
trades or businesses under common control with the Company or an affiliated
service group, within the meaning of Section 414(b), Section 414(c), Section
414(m), or Section 414(o) respectively, of the Code. For purposes of the
limitation on contributions set forth in Section 6.4, "Affiliated Companies"
shall mean the Company and all corporations, partnerships, trades or businesses
(whether or not incorporated) which constitute a controlled group of
corporations with the Company or a group of trades or businesses under common
control with the Company, within the meaning of Section 414(b) or Section 414(c)
of the Code, as modified by Section 414(o) and Section 415(h) of the Code, or
which constitute an affiliated service group within the meaning of Section
414(m) of the Code.

     In furtherance and not in limitation of the other provisions of the Plan,
for each Plan Year in which the Company is one of the Affiliated Companies, all
service of an Employee with any one or more of the Affiliated Companies shall be
treated as employment by the Company for purposes of determining the Employee's
Hours of Service, eligibility to participate in the Plan, Years of Service and
limitations on contributions in Section 6.4. Service of an individual for an
employer which becomes an Affiliated Company during his employment shall be
treated as employment by the Company from and after the date on which such an
employer becomes an Affiliated Company. The transfer of employment by an
Employee to another Affiliated Company shall not be a Retirement or other
termination of employment for purposes of the Plan; provided, however, that
contributions under the Plan relating to any such Employee shall be allocated to
his Account only with respect to his Compensation from the Company.

     An Affiliated Company may become a Participating Employer with respect to
the Plan and Trust by appropriate designation of ABN AMRO WCS Holding Company or
its successor in interest, if applicable ("WCS"), in which case the terms and
conditions of the Plan relating to contributions and benefits shall apply to
such a Participating Employer as though it were WCS, and to its employees as
though they were on the employee payroll of WCS. Notwithstanding the foregoing,
however, all powers reserved to the Company in Articles 11 and 12 and Section
13.1 and Schedule C of the Plan shall rest exclusively with WCS.

     15.2 Top-Heavy Plan Requirements. Notwithstanding any other provisions of
the Plan, the following provisions shall apply to any Plan Year for which the
Plan is determined to be a "top-heavy plan" within the meaning of Section 416 of
the Code.

          (a) The Plan will be considered a top-heavy plan for the initial Plan
     Year if as of the last day of such Plan Year, and for any subsequent Plan
     Year if as of the last day of the preceding Plan Year (the "Determination
     Date") (i) the total credit balance of the Accounts of Participants who are
     "key employees" (as defined in Section 416(i)(1) of the Code) exceeds sixty
     percent of the total credit balance of the Accounts of all Participants
     (the "sixty percent test") or (ii) the Plan is part of a "required
     aggregation group" (as hereinafter defined) which is top-heavy. However,
     notwithstanding the results of the sixty percent test, the Plan shall not
     be considered a top-heavy plan for any Plan Year in which the Plan is part
     of any aggregation group (within the meaning of Section 416(g) of the Code)
     which is not top-heavy.

          (b) An aggregation group is a group of tax qualified retirement plans
     maintained by any Affiliated Company or Companies. A required aggregation

                                     - 53 -
group includes each such plan in which a key employee participates, and
     each other plan which enables any plan in which a key employee participates
     to meet the requirements of Section 401(a)(4) or Section 410 of the Code. A
     permissive aggregation group includes the required aggregation group plus
     any other plan or plans which, when considered with the required
     aggregation group, satisfy the requirements of Section 401(a)(4) and
     Section 410 of the Code, and which the Administrator has designated as a
     permissive aggregation group. All plans in any aggregation group must have
     the same Determination Date. An aggregation group shall be considered
     top-heavy if, treating all of the plans in the aggregation group as a
     single plan, the single plan would be top-heavy under the sixty percent
     test.

          (c) For purposes of determining whether the Plan or any aggregation
     group is top-heavy under the sixty percent test, the following rules shall
     apply: (1) the credit balance of the Accounts of Participants shall be
     increased by the aggregate distributions made with respect to any
     Participant during the five year period ending on the Determination Date,
     (2) there shall not be taken into account the Account balance of any
     Participant who on the Determination Date is not a key employee but who was
     a key employee in a prior Plan Year, and (3) there shall not be taken into
     account the Account balance of any individual who has not received within
     the five years preceding the Determination Date any compensation (other
     than benefits under the Plan) from any Affiliated Company which has adopted
     the Plan within the five years preceding the Determination Date.

          (d) Notwithstanding Section 6.2, the Company's contribution, if any,
     shall be allocated among the Accounts of Participants in a manner such that
     the Account (including the Participant's account in all other qualified
     retirement plans maintained by Affiliated Companies) of each Participant
     who is a "non-key employee" (as defined in Section 416(i)(2) of the Code)
     shall receive an amount equal to at least three percent of the
     Participant's Section 415 Compensation for such Plan Year (or, if less, the
     largest percentage of Section 415 Compensation provided on behalf of any
     Participant who is a key employee for that Plan Year) or five percent of
     the non-key employee's Section 415 Compensation for the Plan Year in the
     event the non-key employee is a participant in both a defined benefit plan
     and a defined contribution plan, and such minimum contribution shall be
     allocated to the Accounts of each Participant for the year other than one
     who is no longer an Employee on the last day of the year regardless of his
     or her Hours of Service within the year. All Deferral Contributions shall
     be taken into account in satisfying the provisions of this subsection (d).

          (e) If (1) the Plan would be considered a top-heavy plan if a "ninety
     percent test" were utilized under subsection (a) above or (2) if Company
     contributions (together with any available forfeiture amounts) do not
     produce an allocation to the Account of each Participant who is a non-key
     employee equal in value to at least seven and one-half percent of the
     Participant's Compensation, then, in calculating the denominators of the
     Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction in
     accordance with Section 6.4, the factor "1.0" shall be substituted for
     "1.25."

                                     - 54 -
(f) The minimum benefit requirements of subsections (d) and (e) above
     shall be reduced or offset, as determined by the Administrator in
     accordance with applicable regulations of the Treasury Department, to the
     extent contributions or benefits otherwise meeting the requirements of this
     Article 15 are accrued for a non-key employee under any one or more other
     qualified plans maintained by the Affiliated Companies.

                                   ARTICLE 16

                                  MISCELLANEOUS

     16.1 Rights of Employees. The adoption and maintenance of the Plan and
Trust shall not be deemed to be a contract between the Company and any Employee.
Nothing herein contained shall be deemed to give any Employee the right to be
retained on the payroll of WCS or to diminish the right of a Company to
discharge any Employee at any time, nor shall it be deemed to give WCS the right
to require any Employee to remain on its payroll or interfere with the
Employee's right to terminate his employment at any time.

     16.2 Obligation of the Company. All benefits payable under the Plan shall
be paid or provided for solely from the Trust, and neither the Company nor the
Trustee assumes any personal liability or responsibility therefor.

     16.3 Action by the Company. Whenever, under the terms of the Plan, the
Company is permitted or required to do or perform any act or thing, it shall be
done or performed by an officer (or such officer's delegate) thereunto duly
authorized by the Company.

     16.4 Construction. The provisions of the Plan shall be construed and
administered under, and governed by, the laws of the State of Illinois, to the
extent not preempted by ERISA. The masculine gender shall include both sexes;
the singular shall include the plural and the plural the singular, unless the
context otherwise requires. In any questions of interpretation or other matter
of doubt, the Trustee, Administrator, and the Company may rely upon the legal
opinion of counsel for the Company or any other attorney at law designated by
the Company.

     16.5 Liability of Company. The only duty of the Company hereunder shall be
to use reasonable care in the selection of the Administrator and the Trustee.
Subject only to any applicable indemnification provisions of Schedule C, neither
the Company nor any person acting on its behalf shall be liable for any act or
omission on the part of the Trustee, or for any act performed, or the failure to
perform any act, by any person with respect to the Plan or the Trust.

     16.6 Titles. The titles of the Articles and Sections hereof are included
for convenience only and shall not be construed as part of the Plan or in any
respect affecting or modifying its provisions. Such words as "herein,"
"hereinafter," "hereof", and "hereunder" refer to this instrument as a whole and
not merely to the subdivision in which said words appear.

                                     - 55 -
16.7 Counterparts. The Plan may be executed in any number of counterparts
and each fully executed counterpart shall be deemed an original.

     16.8 Expenses. All expenses incurred in establishing and operating the
Plan, including, without limiting the generality of the foregoing, legal fees,
brokerage commissions, administrative expenses, Trustee's expenses, and the
like, may be paid by the Company, but if not so paid shall be paid by the
Trustee from the Trust Fund.

                                   ARTICLE 17

                                 EFFECTIVE DATES

     The provisions of this Plan are generally effective as of January 1, 2002,
but any provision of this Plan that specifies a different effective date shall
be effective as of the specified date. Any event occurring before the effective
date of the provision of this Plan addressing such events shall be governed by
the relevant provision of the relevant plan as in effect on the happening of the
event in question.

                                     - 56 -
* * * * *

     IN WITNESS WHEREOF, ABN AMRO INCORPORATED and ABN AMRO WCS HOLDING COMPANY
have caused this instrument, including Schedules A, B, C and D hereto, to be
executed by their respective duly-authorized representative on this 31st day
of December, 2001.

                                            ABN AMRO Incorporated

                                            By: /s/ David B. Shontz
                                                --------------------------
                                                David B. Shontz

                                            ABN AMRO WCS Holding Company

                                            By: /s/ Richard Mancinelli
                                                --------------------------
                                                Richard Mancinelli

                                     - 57 -
SCHEDULE A

                FORMER PARTICIPANTS IN THE ING [U.S.] SECURITIES,
               FUTURES & OPTIONS, INC. PROFIT SHARING 401(k) PLAN

     In accordance with Section 411(d)(6) of the Code and the regulations
thereunder, a Participant or Beneficiary who was formerly a participant or the
spouse of a participant in the ING [U.S.] Securities, Futures & Options, Inc.
Profit Sharing 401(k) Plan (the "Securities Plan") on December 31, 1996, shall
be entitled to a distribution and shall be entitled to elect to receive a
distribution of his Securities Plan Benefit Account in the following form in
addition to any optional forms of benefit available under the Plan:

          (a) Purchase from an insurance company of a nontransferable life
     annuity contract or joint life and last survivor annuity contract.

          A Participant who elects to have his Securities Plan Benefit Account
     distributed in the form of a life annuity or joint and last survivor
     annuity, and who is married on the Annuity Starting Date, shall receive
     benefits in the form of a Qualified Joint and Survivor Annuity unless he
     and his spouse make a Qualified Election of another form of benefit:

               (1) Qualified Election means a waiver of a Qualified Joint and
          Survivor Annuity. Any such waiver shall not be effective unless: (i)
          the Participant's spouse consents in writing to the waiver; (ii) the
          waiver designates a specific Beneficiary, including any class of
          beneficiaries or any contingent beneficiaries, which may not be
          changed without spousal consent (unless the spouse's consent expressly
          permits designations by the Participant without any further spousal
          consent); (iii) the spouse's consent acknowledges the effect of the
          waiver; and (iv) the spouse's consent is witnessed by a Plan
          representative or notary public. Additionally, a Participant's waiver
          of the Qualified Joint and Survivor Annuity shall not be effective
          unless the waiver designates a form of benefit payment which may not
          be changed without spousal consent (unless the spouse's consent
          expressly permits designations by the Participant without any further
          spousal consent). If it is established to the satisfaction of the Plan
          representative that there is no spouse or that the spouse cannot be
          located, a waiver will be deemed a Qualified Election. Any consent by
          a spouse obtained under these provisions (and any establishment that
          the consent of a spouse may not be obtained) shall be effective only
          with respect to the particular spouse involved. A consent that permits
          designations by the Participant without any requirement of further
          consent by the spouse must acknowledge that the spouse has the right
          to limit the consent to a specific Beneficiary and a specific form of
          benefit where applicable, and that the spouse voluntarily elects to
          relinquish either or both of those rights. A revocation of a prior
          waiver may be made by a Participant without the consent of the spouse
          at any time before the commencement of benefits. The number of
          revocations shall not be limited. No consent obtained under this
          provision shall be valid unless the Participant has received notice as
          provided in Section (a)(4).
(2) Qualified Joint and Survivor Annuity means an immediate
          annuity for the life of a Participant, with a survivor annuity for the
          life of the spouse which is at least fifty percent (e.g., 66 2/3%,
          75%, 100%, etc.) of the amount of the annuity which is payable during
          the joint lives of the Participant and the spouse, and which is the
          amount of benefit that can be purchased with the Securities Plan
          Benefit Account.

               (3) Annuity Starting Date means the first day of the first period
          for which an amount is paid as an annuity (or any other form).

               (4) Notice Requirements. In the case of a Qualified Joint and
          Survivor Annuity, no less than thirty days and no more than ninety
          days before a Participant's Annuity Starting Date the Administrator
          shall provide to him a written explanation of (i) the terms and
          conditions of a Qualified Joint and Survivor Annuity, (ii) the
          Participant's right to make, and the effect of, an election to waive
          the Qualified Joint and Survivor Annuity form of benefit, (iii) the
          rights of the Participant's spouse and (iv) the right to make, and the
          effect of, a revocation of a previous election to waive the Qualified
          Joint and Survivor Annuity.

          (b) A distribution to which Sections 401(a)(11) and 417 of the Code do
     not apply may commence less than thirty days after the notice required
     under Income Tax Regulations Section 1.411(a)-11(c) is given, provided the
     Administrator informs the distributee that he has a right to a period of at
     least thirty days after receiving the notice to consider whether or not to
     elect a distribution and, if so, what form of distribution, and the
     distributee thereafter affirmatively elects a distribution.

          (c) A distribution to which Sections 401(a)(11) and 417 of the Code do
     apply may commence less than thirty days after the notices required under
     Sections 402(f), 411(a)(11) and 417(a)(3) of the Code are given provided
     that: (i) the Administrator informs the distributee that he has a right to
     a period of at least thirty days after receiving the notices to consider
     whether or not to elect a distribution, and if applicable, the form of
     distribution option; (ii) the distributee thereafter affirmatively elects a
     distribution; (iii) the distributee is permitted to revoke an affirmative
     distribution election at any time prior to the expiration of the seven day
     period that begins on the day after the notices are provided to the
     distributee; and (iv) the distribution in fact does not commence before the
     expiration of such period.

          (d) In any case in which a Participant's consent to a distribution is
     required, the failure to provide consent shall be treated as an election to
     defer distributions until such time as distributions are required pursuant
     to applicable law and the applicable provisions of the Plan.

          (e) All annuity contracts under this Plan shall be non-transferable
     when distributed. Furthermore, the terms of any annuity contract purchased
     and distributed to a Participant or spouse shall comply with all of the
     requirements of the Plan.

                                     - 2 -
(f) Subject to the spouse's right of consent afforded under the Plan,
     the restrictions imposed by this Schedule A shall not apply if a
     participant has, prior to January 1, 1984, made a written designation to
     have his retirement benefit paid in an alternative method acceptable under
     Code Section 401(a) as in effect prior to the enactment of the Tax Equity
     and Fiscal Responsibility Act of 1982.

          (g) Unless otherwise elected as provided below, a Participant who dies
     before the Annuity Starting Date and who has a surviving spouse shall have
     the Qualified Pre-Retirement Survivor Annuity ("QPSA") paid to his
     surviving spouse. The Participant's spouse may direct that payment of the
     QPSA commence within a reasonable period after the Participant's death. If
     the spouse does not so direct, payment of such benefit will commence at the
     time the Participant would have attained the later of his Normal Retirement
     Age or age 62. However, the spouse may elect a later commencement date.

               (1)   Any election to waive the QPSA before the Participant's
          death must be made by the Participant in writing during the election
          period and shall require the spouse's irrevocable consent in the same
          manner provided for in Section (a)(1). Further, the spouse's consent
          must acknowledge the specific non-spouse Beneficiary. Notwithstanding
          the foregoing, the non-spouse Beneficiary need not be acknowledged,
          provided the consent of the spouse acknowledges that the spouse has
          the right to limit consent only to a specific Beneficiary and that the
          spouse voluntarily elects to relinquish such right.

               (2)   The election period to waive the QPSA shall begin on the
          first day of the Plan Year in which the Participant attains age 35 and
          end on the date of the Participant's death. An earlier waiver (with
          spousal consent) may be made provided a written explanation of the
          QPSA is given to the Participant and such waiver becomes invalid at
          the beginning of the Plan Year in which the Participant turns age 35.
          In the event a vested participant separates from service prior to the
          beginning of the election period, the election period shall begin on
          the date of such separation from service.

               (3)   With regard to the election, the Administrator shall
          provide each Participant within the applicable period, with respect to
          such Participant (and consistent with Regulations), a written
          explanation of the QPSA containing comparable information to that
          required pursuant to Section (a)(4). For the purposes of this
          paragraph, the term "applicable period" means, with respect to a
          Participant, whichever of the following periods ends last:

               (i)   The period beginning with the first day of the Plan Year in
          which the Participant attains age 32 and ending with the close of the
          Plan Year preceding the Plan Year in which the Participant attains age
          35;

               (ii)  A reasonable period after the individual becomes a
          Participant. For this purpose, in the case of an individual who
          becomes a Participant after age 32, the explanation must

                                     - 3 -
be provided by the end of the three-year period beginning with the
          first day of the first Plan Year for which the individual is a
          Participant;

               (iii) A reasonable period ending after the Plan no longer fully
          subsidizes the cost of the QPSA with respect to the Participant;

               (iv)  A reasonable period ending after Code Section 401(a)(11)
          applies to the Participant; or

               (v)   A reasonable period after separation from service in the
          case of a Participant who separates before attaining age 35. For this
          purpose, the Administrator must provide the explanation beginning one
          year before the separation from service and ending one year after
          separation.

               (4)   In the event there is an election to waive the QPSA, and
          for death benefits in excess of QPSA, such death benefits shall be
          paid to the Participant's Beneficiary by either of the following
          methods, as elected by the Participant (or if no election has been
          made prior to the Participant's death by his Beneficiary):

               (i)   One lump-sum payment in cash or in property;

               (ii)  Payment in monthly, quarterly, semi-annual, or annual cash
          installments over a period to be determined by the Participant or his
          Beneficiary. After periodic installments commence, the Beneficiary
          shall have the right to reduce the period over which such periodic
          installments shall be made, and the cash amount of such periodic
          installments shall be adjusted accordingly.

               (iii) If death benefits in excess of the QPSA are to be paid to
          the surviving spouse, such benefits may be paid pursuant to (i) or
          (ii) above, or used to purchase an annuity contract or annuity
          settlement option so as to increase the payments made pursuant to the
          QPSA.

               (5)   In the event the death benefit is payable in installments,
          then, upon the death of the Participant, the Administrator may direct
          that the death benefit be segregated and applied to the purchase of an
          annuity or invested separately in a segregated account, and that the
          funds accumulated in the annuity segregated account be used for the
          payment of the installments.

                                     - 4 -
SCHEDULE B

            PRIOR MERGER WITH PROFIT-SHARING PLAN OF FURMAN SELZ LLC

     1. Authorization of Transfer. Pre-Tax Contribution Accounts and Rollover
Contribution Accounts maintained in the Profit-Sharing Plan of Furman Selz LLC
(the "Furman Selz Plan") were merged into the ING Plan as of January 4, 1999.
All Profit-Sharing Contribution Accounts of the Furman Selz Plan were merged
into the ING Plan as of July 1, 1999. These mergers were and shall be treated as
transfers for purposes of Section 4.5, and except as set forth in this Schedule
B: (a) the terms of the ING Plan, then (b) after April 15, 2001, the terms of
the LLC Plan, and (c) after December 31, 2001, the terms of the Plan shall
supersede the terms of the Furman Selz Plan with respect to all events occurring
after January 4, 1999 with respect to Pre-Tax Contribution Accounts and Rollover
Accounts and occurring after July 1, 1999 with respect to Profit-Sharing
Contribution Accounts.

     2. Furman Selz Accounts. The assets transferred shall be maintained in a
Furman Selz Plan Pre-Tax Contribution Account, the Furman Selz Plan Rollover
Account and a Furman Selz Plan Profit-Sharing Contribution Account, as the case
may be. Each such account shall be maintained on the books of the Plan for as
long as the Administrator determines to be appropriate. Each account will
reflect the amount transferred to the Plan as well as any income, expenses,
gains or losses attributable thereto and any withdrawals or distributions
therefrom.

     3. Vesting. The vested portion of a Participant's Profit-Sharing
Contribution Account shall be the percentage shown in the vesting schedule set
forth below (and not in the vesting schedule set forth in Section 9.2), as
determined in accordance with the Years of Service rules set forth in Sections
3.2 and 9.3 of the Plan:

                  Years of Service          Vested Percentage
                  ----------------          -----------------

                  Less than 2                        0%
                          2                         20%
                          3                         40%
                          4                         60%
                          5                         80%
                          6                        100%

     4. Retirement. In the case of a Participant employed by ING Baring Furman
Selz LLC prior to January 1, 1999, including an individual originally hired
prior to January 1, 1999 who is rehired on or after January 1, 1999, the Normal
Retirement Age shall be age 65.

     5. Distributions. The following provisions shall apply to any distribution
from any Furman Selz Plan Pre-Tax Contribution Account, Furman Selz Plan
Profit-Sharing Contribution Account or Furman Selz Plan Rollover Account and to
any distribution of assets transferred and any income, expenses, gains and
losses attributable thereto and any withdrawals and distributions therefrom.
A Participant or Beneficiary entitled to a distribution of assets
transferred from the Furman Selz Plan shall be entitled to elect to receive a
distribution of assets transferred from the Furman Selz Plan in any of the
following forms, in addition to any optional forms of benefit available under
the Plan:

          (a) Series of substantially equal annual payments over a period not
     exceeding the life expectancy of the Participant or Beneficiary or (if the
     Participant is the initial recipient) the joint and last survivor life
     expectancy of the Participant and his Beneficiary, (with a right in each
     case to elect as of any anniversary of the commencement of such payments to
     receive as a single lump sum the remaining unpaid amount) and determined in
     each case as of the earlier of (i) the end of the Plan Year in which occurs
     the event entitling the Participant or Beneficiary to a distribution of
     benefits or (ii) the date installments commence; or

          (b) Purchase from an insurance company of a nontransferable life
     annuity contract or joint life and last survivor annuity contract,
     provided, however, that this option shall be available to a Beneficiary
     only if the Beneficiary is the deceased Participant's spouse and only with
     respect to the purchase of a single life annuity contract with 50% of the
     Furman Selz Account Balance (as defined below).

     A Participant who elects to have Retirement benefits distributed in the
form of a life annuity or joint life and last survivor annuity pursuant to
clause (b), and who is married on the Annuity Starting Date, shall receive
benefits in the form of a Qualified Joint and Survivor Annuity unless he and his
spouse make a Qualified Election of another form of benefit.

               (1) Qualified Election means a waiver of a Qualified Joint and
          Survivor Annuity. Any such waiver shall not be effective unless: (i)
          the Participant's spouse consents in writing to the waiver; (ii) the
          waiver designates a specific Beneficiary, including any class of
          beneficiaries or any contingent beneficiaries, which may not be
          changed without spousal consent (unless the spouse's consent expressly
          permits designations by the Participant without any further spousal
          consent); (iii) the spouse's consent acknowledges the effect of the
          waiver; and (iv) the spouse's consent is witnessed by a Plan
          representative or notary public. Additionally, a Participant's waiver
          of the Qualified Joint and Survivor Annuity shall not be effective
          unless the waiver designates a form of benefit payment which may not
          be changed without spousal consent (unless the spouse's consent
          expressly permits designations by the Participant without any further
          spousal consent). If it is established to the satisfaction of the Plan
          representative that there is no spouse or that the spouse cannot be
          located, a waiver will be deemed a Qualified Election. Any consent by
          a spouse obtained under these provisions (and any establishment that
          the consent of a spouse may not be obtained) shall be effective only
          with respect to the particular spouse involved. A consent that permits
          designations by the Participant without any requirement of further
          consent by the spouse must acknowledge that the spouse has the right
          to limit the consent to a specific Beneficiary and a specific form of
          benefit where applicable, and that the spouse voluntarily elects to
          relinquish either or both of those rights. A revocation of a prior

                                     - 2 -
waiver may be made by a Participant without the consent of the spouse
          at any time before the commencement of benefits. The number of
          revocations shall not be limited. No consent obtained under this
          provision shall be valid unless the Participant has received notice as
          provided in Section (b)(5).

               (2) Qualified Joint and Survivor Annuity means an immediate
          annuity for the life of a Participant, with a survivor annuity for the
          life of the spouse which is fifty percent of the amount of the annuity
          which is payable during the joint lives of the Participant and the
          spouse, and which is the amount of benefit that can be purchased with
          the Participant's Furman Selz Account Balance.

               (3) Annuity Starting Date means the first day of the first period
          for which an amount is paid as an annuity (or any other form).

               (4) Furman Selz Account Balance means the aggregate value of the
          Participant's Furman Selz Pre-Tax Contribution Account, Furman Selz
          Plan Profit-Sharing Contribution Account, and Furman Selz Rollover
          Account balances.

               (5) Notice Requirements. In the case of a Qualified Joint and
          Survivor Annuity, no less than thirty days and no more than ninety
          days before a Participant's Annuity Starting Date the Administrator
          shall provide to him a written explanation of (i) the terms and
          conditions of a Qualified Joint and Survivor Annuity, (ii) the
          Participant's right to make, and the effect of, an election to waive
          the Qualified Joint and Survivor Annuity form of benefit, (iii) the
          rights of the Participant's spouse and (iv) the right to make, and the
          effect of, a revocation of a previous election to waive the Qualified
          Joint and Survivor Annuity.

          (c) A distribution to which Sections 401(a)(11) and 417 of the Code do
     not apply may commence less than thirty days after the notice required
     under Income Tax Regulations Section 1.411(a)-11(c) is given, provided the
     Administrator informs the distributee that he has a right to a period of at
     least thirty days after receiving the notice to consider whether or not to
     elect a distribution and, if so, what form of distribution, and the
     distributee thereafter affirmatively elects a distribution.

          (d) A distribution to which Sections 401(a)(11) and 417 of the Code do
     apply may commence less than thirty days after the notices required under
     Sections 402(f), 411(a)(11) and 417(a)(3) of the Code are given provided
     that: (i) the Administrator informs the distributee that he has a right to
     a period of at least thirty days after receiving the notices to consider
     whether or not to elect a distribution, and if applicable, the form of
     distribution option; (ii) the distributee thereafter affirmatively elects a
     distribution; (iii) the distributee is permitted to revoke an affirmative
     distribution election at any time prior to the expiration of the seven day
     period that begins on the day after the notices are provided to the
     distributee; and (iv) the distribution in fact does not commence before the
     expiration of such period.

                                     - 3 -
(e) In any case in which a Participant's consent to a distribution is
     required, the failure to provide consent shall be treated as an election to
     defer distributions until such time as distributions are required pursuant
     to applicable law and the applicable provisions of the Plan.

     6. Limitations on Rights. The provisions of this Schedule B shall apply
only with respect to assets transferred from the Furman Selz Plan, together with
earnings thereon, and shall in no event be considered to give any person any
legal or equitable right with respect to assets of the Plan other than those
transferred from the Furman Selz Plan to the ING Plan pursuant to this Schedule
B, which assets (a) were thereafter transferred to the LLC Plan and (b) after
December 31, 2001, if any, are a part of the Plan.

                                     - 4 -
SCHEDULE C

                             RULES OF ADMINISTRATION

           ABN AMRO WCS HOLDING COMPANY U.S. EMPLOYEE BENEFITS PROGRAM

                             RULES OF ADMINISTRATION

     WHEREAS, ABN AMRO WCS Holding Company (the "Company") has established
certain employee pension and welfare benefit plans which are subject to the
provisions of Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"); and

     WHEREAS, the Company hereby establishes rules of administration (which are
a part of each plan subject to such rules of administration) which govern the
operation and administration of each such plan (the "Rules"); and

     WHEREAS, the Company has retained the authority to amend the Rules; and

     WHEREAS, the Rules shall be subject to the same procedures for amendment as
apply to the ABN AMRO WCS Holding Company 401(k) Savings Plan; and

     NOW, THEREFORE, effective as of January 1, 2002, the Company hereby adopts
the following Rules:

                             RULES OF ADMINISTRATION

     (1)  Plans Subject to the Rules. The Rules shall govern the control and
management of the operation and administration of: (i) each employee pension
benefit plan and each employee welfare benefit plan now or hereafter established
or maintained by the Company or a subsidiary for the benefit of its present,
future and past United States employees and their beneficiaries, which is
subject to the provisions of Title I of ERISA (the "Subject Plans"); and (ii)
each plan of a subsidiary, if such plan is designated by the Company as a
Subject Plan.

     Any reference to a "Subject Plan" shall be deemed to include, unless the
context clearly requires otherwise, any related trust instrument or insurance
policy thereunder and any other document(s) or instrument(s) comprising a part
of such plan. Notwithstanding the foregoing, any Subject Plan which is exempt
from the requirements of Part 4 of Title I of ERISA by reason of Section 401(a)
of ERISA shall be exempt from the provisions of these Rules which implement the
requirements of such Part.
(2)  Committees. The authority to control and manage the operation and
administration of each Subject Plan shall, except as set forth in Section 17 and
as expressly provided elsewhere herein, be vested jointly in a committee of
fiduciaries who shall, without increase or decrease of their liabilities
hereunder, act with respect to any or all of the Subject Plans as and under the
name of the ABN AMRO WCS Holding Company U.S. Employee Benefits Committee (the
"Benefits Committee"). The members of the Benefits Committee shall be appointed
by the chief executive officer of ABN AMRO WCS Holding Company or his designee
(collectively the "CEO"). The Benefits Committee shall be the Plan Administrator
described in Section 15.

     The authority to establish a funding policy and method and, where
appropriate, an investment policy for each Subject Plan shall be jointly vested
in those fiduciaries who shall, without increase or decrease of their
liabilities hereunder, act with respect to any or all of the Subject Plans as
and under the name of the ABN AMRO WCS Holding Company U.S. Fiduciary Committee
(the "Fiduciary Committee"). Such authority shall be exercised pursuant to the
provisions of Section 3 below. The Fiduciary Committee shall be composed of
those individuals appointed by the CEO.

     Any member of the Benefits or Fiduciary Committee may resign as a Benefits
or Fiduciary Committee member, as the case may be, upon not less than 60 days'
notice to the CEO (or upon such shorter notice as may be acceptable to the CEO).
Any member of the Benefits or Fiduciary Committee may be removed from office at
any time by the CEO. In the event of any such resignation or removal, the CEO
shall designate an individual entered on the employee payroll of ABN AMRO WCS
Holding Company (or an employee of any U.S. subsidiary of the Company) as a
successor Benefits or Fiduciary Committee member. If a person who is a Benefits
or Fiduciary Committee member shall cease to hold such position for any reason
other than such person's death or deletion from the employee payroll of ABN AMRO
WCS Holding Company (or termination of employment from any U.S. subsidiary of
the Company), then such person shall remain a fiduciary and a member of the
Benefits or Fiduciary Committee, as the case may be, for 60 days (or for such
other period as may be established by the CEO).

     Any instrument or document signed on behalf of the Benefits or Fiduciary
Committee by any member of the Benefits or Fiduciary Committee, as the case may
be, may be accepted and relied upon as the act of such Committee.

     (3)  Funding and Investment Policy. In establishing a funding policy and
method and an investment policy for a Subject Plan, the Fiduciary Committee
shall act in conjunction with any trustee, insurance carrier, investment manager
or other party responsible for the investment of the assets of such Subject Plan
("Funding Agent"). The Fiduciary Committee shall determine the short- and
long-run financial needs of each Subject Plan, considering the objectives of
each such plan, its needs for liquidity, and such other factors as it deems
appropriate. The Fiduciary Committee may retain such consultants, counsel,
advisors and other persons as it may deem necessary or advisable in order to
determine the needs of each such plan. The Fiduciary Committee shall, if
appropriate for a Subject Plan, advise the Funding Agent of the financial needs
of each Subject Plan. The Funding Agent of a Subject Plan, after evaluating such

                                     - 2 -
information and other information regarding the funding needs of, and the
investment policy for, a Subject Plan, shall establish or maintain an
appropriate investment program for such plan.

     The Fiduciary Committee shall review the funding and investment policies
(and any related information) no less frequently than annually for any plan
which is not insured. Notwithstanding the foregoing, the Fiduciary Committee may
modify the procedures set forth in this Section, including, without limitation,
provisions relating to actions to be taken by any Funding Agent or by the
Fiduciary Committee with respect to any Funding Agent, as it deems necessary or
appropriate considering the nature and manner of funding the Subject Plan and
the investment policy in effect.

     With respect to a Subject Plan providing benefits on a term insurance
basis, the funding policy shall be, unless the Fiduciary Committee determines
otherwise, the timely payment of premiums required by the Funding Agent for the
provision of plan benefits, and no investment policy shall be required.

     Any instrument signed on behalf of the Fiduciary Committee by any member of
the Fiduciary Committee may be accepted and relied upon as the act of the
Fiduciary Committee.

     (4)  Power of Delegation. The Benefits Committee may allocate among its
members specified fiduciary responsibilities (other than trustee
responsibilities as defined in Section 405(c)(3) of ERISA). The Benefits
Committee may also delegate to one or more persons, other than a member of the
Benefits Committee, specified fiduciary responsibilities (other than trustee
responsibilities as defined in Section 405(c)(3) of ERISA). Any delegation
pursuant to this Section shall be in writing and shall specify the person so
designated, the fiduciary responsibilities being delegated, and the terms of the
delegation. The Benefits Committee shall not enter into any delegation under
this Section which does not provide for the termination thereof by the Benefits
Committee upon reasonable notice to such person. Without limiting the generality
of the foregoing, the Benefits Committee shall have the power to delegate,
pursuant to the foregoing provisions of this Section, to one or more persons,
the authority to: (i) determine the amount of benefits due to any person under
any Subject Plan; (ii) execute, in the name and on behalf of the Benefits
Committee, any direction for payment of any benefit under any Subject Plan;
(iii) maintain records and accounts; and (iv) determine the form of any benefit
payments under any Subject Plan.

     (5)  Ministerial Plan Services. The Benefits Committee may designate any
individual entered on the employee payroll of ABN AMRO WCS Holding Company (or
an employee of any U.S. subsidiary of the Company), or any other party in
interest (as defined in Section 3(14) of ERISA) or other person to perform any
ministerial services in the administration of any Subject Plan. The Benefits
Committee shall furnish any such person with such framework or policies,
interpretations, rules, practices and procedures as the Benefits Committee shall
deem necessary or appropriate. The Benefits Committee may rely on any
information, data, statistics, reports or analyses furnished by any such person.

     (6)  Reports of the Benefits Committee. The Benefits Committee shall report
to the CEO, not less often than annually, on the performance of its

                                     - 3 -
responsibilities and on the performance of any persons to whom any of its powers
and responsibilities may have been delegated pursuant to Section 4.

     (7)  Service in Various Fiduciary Capacities. Any person or group of
persons may serve in more than one fiduciary capacity with respect to any
Subject Plan, and any fiduciary may serve as such in addition to being a
shareholder, director, officer, employee, agent, or other representative of a
party in interest (as defined in Section 3(14) of ERISA).

     (8)  Retention of Advisors. Each of the Benefits Committee and the
Fiduciary Committee may employ one or more persons to render advice with regard
to any responsibilities assumed by it under the Subject Plans or ERISA. Each of
the Benefits Committee and the Fiduciary Committee shall have the authority to
retain such clerical, legal, accounting, actuarial and other services as it may
deem necessary or appropriate in the exercise of its authority hereunder.

     (9)  Power to Construe. The Benefits Committee shall have full, conclusive
and exclusive power and discretion to: (i) interpret and construe the terms and
conditions of the Subject Plans; (ii) make final determinations with respect to
all questions of plan administration, plan policy and eligibility to participate
in and receive benefits under the Subject Plans, in a uniform manner consistent
with the terms of the Subject Plans; (iii) determine whether or not any
Participant in a Subject Plan has made the necessary and proper elections with
respect to the manner in which benefits under such Subject Plans are paid; (iv)
promulgate rules and regulations deemed necessary to implement the provisions of
the Subject Plans; and (v) review, re-evaluate and change, at any time, any
decision of the Benefits Committee or of any predecessor to the Benefits
Committee. All decisions made by the Benefits Committee with respect to any
Subject Plan shall be final and binding on all parties. All of the power,
discretion and authority granted in this Section to the Benefits Committee with
respect to each Subject Plan shall also apply to the Benefits Committee with
respect to any other plan which becomes a part of any Subject Plan by merger,
consolidation or otherwise.

     (10) Power to Direct Disbursements. The Benefits Committee shall have
authority to direct any Funding Agent with respect to any payments or
disbursements from, or contributions to, any Subject Plan, except with respect
to disbursements from such Subject Plans which by their terms require or permit
direct application for benefits to the Funding Agent by participants in such
plan, or their beneficiaries.

     (11) Power to Make Rules. Each of the Benefits Committee and the Fiduciary
Committee shall have the power to make such rules and procedures as it may deem
necessary or appropriate hereunder, including, but not being limited to, rules
governing the manner in which that Committee shall act and manage its own
affairs.

     (12) Expenses. Each of the Benefits Committee and the Fiduciary Committee
may defray the reasonable expenses which it may incur in the administration of
any Subject Plan from the assets of such plan unless such expenses shall be paid
by the employers which maintain such plan; provided, however, that where the
payment of such expenses from a Subject Plan which is an insured employee
welfare benefit plan could jeopardize the coverage of the

                                     - 4 -
participants in such plan, or their beneficiaries, the Benefits Committee or the
Fiduciary Committee, as the case may be, shall be entitled to recover its
reasonable expenses from the employers which maintain such plan.

     (13) Manner of Exercise of Powers and Authority. The Benefits Committee and
the Fiduciary Committee shall each exercise their respective powers and
authority hereunder consistently with the requirements of ERISA and, with
respect to any Subject Plan qualified under the Internal Revenue Code of 1986,
as amended (the "Code"), without discrimination in favor of highly compensated
employees (within the meaning of Code Section 414(q)).

     (14) Provisions of Subject Plans. Except as otherwise provided in these
Rules, the provisions of the Subject Plans shall remain in effect and shall
govern, among other things, the persons eligible for benefits, the amount of
benefits and the basis on which payments are made to and from any such plan.

     (15) Plan Administrator. The Plan Administrator of each Subject Plan shall
be the Benefits Committee described in Section 2. Any member of the Benefits
Committee may sign a document required to be executed by the Plan Administrator
of a Subject Plan, and such execution shall be the act of the Plan Administrator
for all purposes. On behalf of the Plan Administrator, any member of the
Benefits Committee may authorize any individual entered on the employee payroll
of ABN AMRO WCS Holding Company (or an employee of any U.S. subsidiary of the
Company) which sponsors a Subject Plan, to execute any document pertaining to
such Subject Plan on such member's behalf, provided that such execution shall in
no way absolve such member of any responsibility for such document. The Plan
Administrator is hereby designated as agent for service of process with respect
to each Subject Plan.

     (16) Indemnification. To the extent permitted by law, the Company shall
indemnify the members of the Benefits Committee and the Fiduciary Committee, the
Plan Administrator and those to whom fiduciary duties have been duly delegated
in accordance herewith, and shall keep and hold such persons harmless from and
against any and all damages, costs, liabilities, expenses, actions, claims,
demands and accounts whatsoever which such persons may incur, whether jointly
and severally, by reason of, or in any manner arising directly or indirectly
from, the effects and consequences of their acts, omissions and conduct in their
official capacity as members of the Benefits Committee, of the Fiduciary
Committee or as Plan Administrator, or as such delegate, except with respect to
any act, omission or conduct which is dishonest or which constitutes a willful
violation of ERISA or other law or regulation under which such damage, cost,
liability, expense, action, claim, demand or account arises. No action taken or
omitted by the Benefits Committee, the Fiduciary Committee, any member of such
committees or the Plan Administrator on the advice of counsel shall be regarded
as an act or omission constituting a willful violation of ERISA or other law or
regulation for purposes of this Section, and the members of such committees and
the Plan Administrator shall be fully protected with respect to any act or
omission on the basis of such advice, including, without limitation, advice with
respect to the scope of the responsibilities or powers of such person under
ERISA and the Subject Plans.

                                     - 5 -
(17) Amendment of Rules and Subject Plans; Appointment and Removal of
Funding Agencies. The Company (or its successor) retains the authority to amend
these Rules and any Subject Plan and to appoint (or remove) any Funding Agent
(or trustee other than a Funding Agent) in accordance with the provisions of the
Subject Plans, and no other person shall have responsibility or liability with
respect to any such authority. Amendments to any trust agreement, insurance
policy or contract or other document providing for the funding medium of any
Subject Plan or other agreement entered into in order to effectuate any Subject
Plan shall be subject to the requirements provided therein.

     (18) Claims Procedure. The following claims procedure shall apply to each
Subject Plan, subject to such modifications therein applicable to any Subject
Plan as the Benefits Committee may deem necessary or appropriate in order to
most effectively apply such procedure to such Subject Plan:

          (a) Any participant, or his beneficiary, in a Subject Plan
     ("Claimant"), or his duly authorized representative, may file a written
     claim for a plan benefit with the Plan Administrator or with the person
     (which term includes an insurance carrier or similar organization)
     specified in the plan or named by the Benefits Committee to receive claims
     under such plan. The written claim shall state the nature of the claim, the
     facts supporting the claim and the address of the Claimant.

          (b) The claim shall be reviewed and, unless special circumstances
     require an extension of time, within 90 days after receipt of the claim the
     Claimant shall be given written notice of the decision with respect to the
     claim by the Plan Administrator; provided, however, in the case of an
     employee welfare benefit plan under which benefits are provided by an
     insurance carrier or similar organization, such notice may, if the Benefits
     Committee so specifies, be furnished by such carrier or organization. If
     special circumstances require an extension of time, the Claimant shall be
     so advised within the initial 90-day period and in no event shall such an
     extension exceed 90 days. The notice of the decision with respect to the
     claim shall set forth, if the claim is wholly or partially denied, the
     specific reason(s) for the denial, the specific references to the pertinent
     plan provision(s) on which the denial is based, a description of any
     additional material or information necessary for the Claimant to perfect
     the claim as well as an explanation of why such material or information is
     necessary, and an explanation of the claim review procedure set forth in
     paragraph (c) of this Section. In the event that notice of the decision
     with respect to the claim is not furnished to the Claimant within the
     period specified above, the entire claim shall be deemed to have been
     denied for purposes of permitting the Claimant to appeal the decision.

          (c) Every Claimant shall have a reasonable opportunity to appeal the
     denial of a claim to the Benefits Committee; provided, however, in the case
     of an employee welfare benefit plan under which benefits are provided by an
     insurance carrier or similar organization, such appeal may, if the Benefits
     Committee so specifies, be made to such carrier or other organization. Such
     appeal must be made in writing, by the Claimant or his duly authorized
     representative, within 60 days after the notice of the denial has been
     received by the Claimant. The Claimant or his representative may have
     reasonable access and opportunity to review pertinent documents and submit
     issues and comments in writing.

                                     - 6 -
If an appeal of a denied claim is made, a decision shall be rendered within
     60 days after the receipt of an appeal, unless special circumstances
     require an extension of time. If special circumstances require an extension
     of time, the Claimant shall be so advised in writing within the initial
     60-day period and in no event shall such an extension exceed 60 days. The
     notice of the decision on the appeal shall be in writing and shall include
     specific reason(s) for the decision and specific references to the
     pertinent plan provision(s) on which the decision is based.

                                     - 7 -
SCHEDULE D

              PROVISIONS APPLICABLE TO CERTAIN GROUP PLAN ACCOUNTS

D.I. Group Plan Accounts of Former AMRO Prior Plan Participants Only.

(a)  Any amounts attributable to accounts held under the AMRO Bank 401(k)
     Savings Plan as in effect on December 31, 1990 (the "AMRO Prior Plan")
     which become assets of the trust under the ABN AMRO Group Profit Sharing
     and Savings Plan and Trust (the "Group Trust") as a result of the merger of
     the AMRO Prior Plan into the ABN AMRO Group Profit Sharing and Savings Plan
     and Trust (the "Group Plan") and, subsequently, became assets of the Trust
     Fund pursuant to the spin-off of Group Plan Accounts into the Trust Fund,
     shall be fully vested and treated and accounted for separately (to the
     extent such separate accounting is deemed necessary or appropriate for the
     administration of the Plan). Such amounts, as adjusted under Section
     D.I.(c) of this Schedule D ("AMRO Merged Amounts") generally shall be
     distributed or withdrawn at such times and in such form and manner as
     otherwise provided under the Plan, except that the provisions of this
     Section D.I (even if inconsistent with other provisions of the Plan) shall
     apply to any Participant who is a former participant in the AMRO Prior Plan
     with respect to the AMRO Merged Amounts.

(b)  The AMRO Merged Amounts will be distributed to any such Participant under
     the following rules:

          (1) any such Participant's AMRO Merged Amount (including the income,
     gains and losses, whether realized or unrealized, attributable thereto)
     shall be distributed to the Participant or his beneficiary, as the case may
     be:

               (i) in the case of a Participant (other than a deceased
               Participant) who is married on the date on which his benefits are
               to commence hereunder, such Participant's AMRO Merged Amounts
               from his Rollover Account shall be payable in the form of a Joint
               and Survivor Annuity which shall be an annuity payable for such
               Participant's life and thereafter for the life of his spouse,
               provided, that such Annuity shall provide for payment of fifty
               percent (50%) of the initial monthly benefit to the Participant's
               spouse; and provided, further, that a Participant may elect not
               to have his benefit payable in the form of a Joint and Survivor
               Annuity (and may revoke or reinstate any such election) if such
               election (or revocation) is made in writing on a form provided by
               the Plan Administrator and filed with the Plan Administrator
               within ninety (90) days prior to the date on which such Annuity
is payable. Any such election must be consented to in writing by
               the Participant's spouse within such ninety (90) day period to be
               effective and must designate a beneficiary and form of benefits
               which may not be changed without spousal consent (unless the
               consent of the spouse expressly permits designations by the
               Participant without any requirement of further spousal consent),
               which consent shall be irrevocable with respect to the election
               in connection with which it was given. Such spouse's consent must
               acknowledge the effect of such election and be notarized or
               witnessed by a Plan representative. Such consent with respect to
               a certain spouse shall not be required if it is established to
               the satisfaction of the Administrator that the required consent
               cannot be obtained because there is no spouse, the spouse cannot
               be located, or other circumstances that may be prescribed by
               regulations under the Code. The Administrator may rely in good
               faith upon a spousal consent which is valid on its face, or upon
               the certification by the Participant that such consent cannot be
               obtained for one of the reasons provided above, without liability
               to any spouse. Such an election made by the Participant, whether
               or not required to be consented to by his spouse, may be revoked
               by the Participant in writing without the consent of the spouse
               at any time during said ninety (90) day period. Any new election
               must comply with the requirements of this paragraph. A former
               spouse's consent shall not be binding on a new spouse. Within a
               reasonable period of time (i.e., no less than thirty (30) and no
               more than ninety (90) days) prior to the date on which a
               Participant's annuity is to commence hereunder, the Administrator
               shall furnish such Participant with a general written explanation
               of (A) the terms and conditions of the Joint and Survivor
               Annuity, (B) the Participant's right to make, and the effect of
               an election to waive, the Joint and Survivor Annuity, (C) the
               right of the Participant's spouse to consent to any election to
               waive the Joint and Survivor Annuity, and (D) the right of the
               Participant to revoke such election, and the effect of such
               revocation.

               (ii) In the case of a Participant to whom paragraph (i) does not
               apply, solely because the Participant is not married on the date
               on which his benefits are to commence hereunder, such
               Participant's AMRO Merged Amounts shall be payable in the form of
               a single life annuity to the Participant for such Participant's
               lifetime (i.e. substantially equal annual or more frequent
               installments over such life) with no further payments being made
               after the death of the Participant; provided that such
               Participant may elect not to have his AMRO Merged Amounts payable
               in the form of a single life annuity (and may revoke or reinstate

                                     - 2 -
any such election) if such election (or revocation) is made in
               writing on a form provided by the Administrator and filed with
               the Administrator not less than ninety (90) days prior to the
               date on which such annuity is payable. This paragraph (ii) is
               subject to the notice requirements described in the last sentence
               of paragraph (i) immediately above.

               (iii) unless otherwise elected as provided below, a Participant
               with a vested benefit under the Plan who dies before his benefits
               are to commence hereunder and who has a surviving spouse shall
               have a portion of his AMRO Merged Amounts equal to fifty percent
               (50%) of the Participant's AMRO Merged Amounts as of the
               Participant's date of death (without regard to reductions due to
               otherwise permissible Plan loans where Account(s) are used as
               security and without regard to vesting due to the Participant's
               death) paid to his surviving spouse in the form of a
               Pre-Retirement Survivor Annuity which shall be an annuity payable
               to the Participant's surviving spouse for the life of such
               surviving spouse. Any election to waive the Pre-Retirement
               Survivor Annuity must be made by the Participant in writing
               during the election period and shall require the spouse's consent
               in the same manner provided for the spouse's consent to a
               Participant's election to waive the Joint and Survivor Annuity
               form of benefit, with such consent also being irrevocable as
               provided above. The election period to waive the Pre-Retirement
               Survivor Annuity shall begin on the first day of the Plan Year in
               which the Participant attains age 35 and end on the date of the
               Participant's death. In the event such Participant separates from
               service prior to the beginning of the election period, the
               election period shall begin on the date of such separation from
               service. With regard to the election, the Administrator shall
               provide each Participant a written explanation of the
               Pre-Retirement Survivor Annuity containing comparable information
               to that required for Joint and Survivor Annuities. Such notice
               shall be given to a Participant within whichever one of the
               following periods ends last (and consistent with regulations):

                    (A) The period beginning on the first day of the Plan Year
                    in which the Participant attains age 32 and ending on the
                    last day of the Plan Year preceding the Plan Year in which
                    the Participant attains age 35;

                    (B) A reasonable period after the individual becomes a
                    Participant;

                                     - 3 -
(C) A reasonable period ending after the survivor benefit
                    applicable to the Participant is no longer fully subsidized
                    (as defined in Code Section 417(a)(5));

                    (D) A reasonable period ending after the survivor benefit
                    provisions of Code Section 401(a)(11) become applicable to
                    the Participant; or

                    (E) A reasonable period after separation from service in the
                    case of a Participant who so separates before attaining age
                    thirty-five (35).

               The surviving spouse may, in accordance with Article 10, elect an
          alternative form of distribution provided under such Article 10. The
          remaining portion of the Participant's AMRO Merged Amounts will be
          distributed in accordance with Section 10.1 by payment in the form of
          a single life annuity to the Participant or beneficiary, as the case
          may be, for such Participant's or beneficiary's lifetime as elected by
          the Participant or beneficiary, as the case may be (i.e.,
          substantially equal annual or more frequent installments over such
          life) with no further payments being made after the death of the
          Participant or beneficiary. A Pre-Retirement Survivor Annuity shall be
          treated as attributable to voluntary contributions in the same
          proportion which the voluntary contributions are to the total benefit
          of the Participant.

          (2) However, a former participant in the AMRO Prior Plan, with proper
     spousal consent if required, may elect, in lieu of the distribution of his
     AMRO Merged Amount in a form provided under paragraph (1) above, pursuant
     to uniform rules established by the Administrator, to have his AMRO Merged
     Amount distributed in any one of the following forms:

               (a) a single life annuity with a period certain of 5 or 15 years
          or with an installment refund feature;

               (b) a joint and survivor annuity with a survivorship percentage
          of fifty percent (50%) or one hundred percent (100%) and an
          installment refund feature;

               (c) a fixed period annuity of no less than 5 years and no greater
          than the joint and survivor life expectancy of the Participant and his
          beneficiary;

               (d) annual or more frequent installments with such installment
          period not to extend beyond the date which falls at the end of the
          period which is equal to the Participant's life expectancy or the
          joint life and last survivor expectancy of the Participant and his

                                     - 4 -
beneficiary (as then determined in accordance with tables published
          under regulations applicable to Code Section 72), and with
          distribution to be made to the Participant's beneficiaries after his
          death in a lump sum. The minimum payment that must be made in the year
          in which distributions must commence under Section 10.2 and in all
          years thereafter shall be an amount equal to the quotient obtained by
          dividing the Participant's entire benefit by the life expectancy of
          the Participant. Joint and survivor life expectancy can only be used
          in the event that the beneficiary is the Participant's spouse; or

               (e) in a manner permitted under Section 10.1.

(c)  A Participant's Account shall be valued as frequently as the investment
     funds in which the Participant has invested his Account are valued. In
     determining the value of a Participant's Account, the accounting provisions
     used by such investment funds to determine the value of an account shall
     apply. Such valuation shall reflect the contributions, distributions,
     income, realized gain or loss, and unrealized gain or loss allocable to the
     Participant's investment of his Account since the last valuation date.

(d)  The rules applicable under Section 10.1 in determining life expectancy,
     minimum distributions, and other related matters shall apply for purposes
     of this Section D.I.

(e)  Any in-service withdrawal under this Section D.I. by a Participant who has
     attained at least age 59-1/2 (fifty nine and one-half) must be consented to
     in writing by the Participant's spouse, if any, within the ninety (90) day
     period prior to the date of withdrawal, absent which the applicable
     withdrawal will not be permitted. Such consent shall be irrevocable with
     respect to the withdrawal application in connection with which it was
     given. Such spouse's consent must acknowledge the effect of such withdrawal
     and be notarized or witnessed by a Plan representative. Such consent with
     respect to a certain spouse shall not be required if it is established to
     the satisfaction of the Administrator that the required consent cannot be
     obtained because there is no spouse, the spouse cannot be located, or other
     circumstances that may be prescribed by regulations under the Code. The
     Administrator may rely in good faith upon a spousal consent which is valid
     on its face, or upon the certification by the Participant that such consent
     cannot be obtained for one of the reasons provided above, without liability
     to any spouse. Such a withdrawal application made by the Participant,
     whether or not required to be consented to by his spouse, may be revoked by
     the Participant in writing without the consent of the spouse at any time
     prior to the date of withdrawal. Any new withdrawal application must comply
     with the requirements of this paragraph. A former spouse's consent shall
     not be binding on a new spouse. Any such consent shall be on forms provided
     by the Administrator. There is no limitation on the frequency with which
     withdrawals may be made; however, all other conditions, restrictions or
     limitations on particular withdrawals remain in effect. Withdrawals which
     satisfy the criteria under the Plan relating to such withdrawals are
     deducted from a Participant's Accounts (to the extent available and
     applicable). Withdrawals are deducted on a pro-rata basis from each
     investment fund.

                                     - 5 -
D.II.  Group Plan Accounts of Former H. G. Asia Plan Participants Only.

(a)     Any amounts attributable to accounts held under the HG Asia 401(k)
Savings Plan as such plan was in effect on the date on which occurred the merger
of the assets of such plan with and into the Group Plan (the "HG Asia Prior
Plan") which become assets of the Group Trust as a result of such merger and,
subsequently, became assets of the Trust Fund as a result of the spin-off of the
Group Plan Accounts into the Trust Fund, shall be fully vested and treated and
accounted for separately, to the extent such separate accounting is deemed
necessary or appropriate for the administration of the Plan. Such amounts, as
adjusted under Section D.I.(c) of this Schedule D ("HG Asia Merged Amounts"),
generally shall be distributed and withdrawn at such time and in such manner as
otherwise provided in the Plan, except that the following provisions (even if
inconsistent with other provisions of the Plan), subject to the provisions of
applicable law, shall apply with respect to the HG Asia Merged Amounts of a
Participant who is a former participant in the HG Asia Prior Plan:

          (1)   Solely for purposes of the HG Asia Merged Amounts of a
     Participant who attained age 70 1/2 in 1999, such Participant's HG Asia
     Merged Amounts shall be distributed, or commence to be distributed, no
     later than April 1 of the year following the year in which the Participant
     has attained age 70 1/2.

          (2)   The portions of a Participant's HG Asia Merged Amounts which are
     attributable to rollover contributions to the HG Asia Prior Plan shall be
     available for withdrawal, in whole or in part, from time to time by such
     Participant while he is employed by a Participating Employer.

          (3)   Any Participant who is a former participant in the HG Asia Prior
     Plan and who elects to receive his HG Asia Merged Amounts in the form of an
     annuity

               (a)     In the case of a Participant (other than a deceased
          Participant) who is married on the date on which distribution of his
          HG Asia Merged Amounts is to commence hereunder, such Participant's HG
          Asia Merged Amounts shall be payable in the form of a "Joint and
          Survivor Annuity" (i.e., the normal form of payment) which shall be an
          annuity payable for such Participant's life and thereafter for the
          life of his spouse, provided, however, that such Annuity shall provide
          for payment of fifty percent (50%) of the initial monthly benefit to
          the Participant's spouse; and provided further, that a Participant may
          elect not to have his HG Asia Merged Amounts payable in the form of a
          Joint and Survivor Annuity (and may revoke or reinstate any such
          election) if such election (or revocation) is made in writing on a
          form provided by the Administrator and filed with the Administrator
          within ninety (90) days prior to the date on which such Annuity is
          payable. Any such election must be consented to in writing by the
          Participant's spouse within such ninety (90) day period to be
          effective and must designate a beneficiary and form of benefits which
          may not be changed without spousal consent (unless the consent of the
          spouse expressly permits designations by the Participant without any

                                     - 6 -
requirement of further spousal consent), which consent shall be
          irrevocable with respect to the election in connection with which it
          was given. Such spouse's consent must acknowledge the effect of such
          election and be notarized or witnessed by a Plan representative. Such
          consent with respect to a certain spouse shall not be required if it
          is established to the satisfaction of the Administrator that the
          required consent cannot be obtained because there is no spouse, the
          spouse cannot be located, or other circumstances that may be
          prescribed by regulations under the Code. The Administrator may rely
          in good faith upon a spousal consent which is valid on its face, or
          upon the certification by the Participant that such consent cannot be
          obtained for one of the reasons provided above, without liability to
          any spouse. Such an election made by the Participant, whether or not
          required to be consented to by his spouse, may be revoked by the
          Participant in writing without the consent of the spouse at any time
          during said ninety (90) day period. Any new election must comply with
          the requirements of this paragraph. A former spouse's consent shall
          not be binding on a new spouse. Within a reasonable period of time
          (i.e., no less than thirty (30) and no more than ninety (90) days)
          prior to the date on which a Participant's annuity is to commence
          hereunder, the Administrator shall furnish such Participant with a
          general written explanation of (i) the terms and conditions of the
          Joint and Survivor Annuity, (ii) the Participant's right to make, and
          the effect of an election to waive, the Joint and Survivor Annuity,
          (iii) the right of the Participant's spouse to consent to any election
          to waive the Joint and Survivor Annuity, and (iv) the right of the
          Participant to revoke such election, and the effect of such
          revocation.

               (b)     In the case of a Participant to whom paragraph (a) does
          not apply, solely because the Participant is not married on the date
          on which distribution of his HG Asia Merged Amounts is to commence
          hereunder, such Participant's HG Asia Merged Amounts shall be payable
          in the form of a single life annuity to the Participant; provided that
          such Participant may elect not to have his HG Asia Merged Amounts paid
          in the form of a single life annuity (and may revoke or reinstate any
          such election) if such election (or revocation) is made in writing on
          a form provided by the Administrator and filed with the Administrator
          not less than ninety (90) days prior to the date on which such annuity
          is payable. This paragraph (b) is subject to the notice requirements
          described in the last sentence of paragraph (a) immediately above.

               (c)     Unless otherwise elected as provided below, a Participant
          with an HG Asia Merged Amount who dies before such benefit is to
          commence hereunder and who has a surviving spouse shall have a portion
          of his Accounts equal to one hundred percent (100%) of the
          Participant's HG Asia Merged Amount as of the Participant's date of
          death (without regard to reductions due to otherwise permissible Plan

                                     - 7 -
loans where Account(s) are used as security and without regard to
          vesting due to the Participant's death) paid to his surviving spouse
          in the form of a Pre-Retirement Survivor Annuity, which shall be an
          annuity payable to the Participant's surviving spouse for the life of
          such surviving spouse. Any election to waive the Pre-Retirement
          Survivor Annuity must be made by the Participant in writing during the
          election period and shall require the spouse's consent in the same
          manner provided for the spouse's consent to a Participant's election
          to waive the Joint and Survivor Annuity form of benefit, with such
          consent also being irrevocable as provided above. The election period
          to waive the Pre-Retirement Survivor Annuity shall begin on the first
          day of the Plan Year in which the Participant attains age 35 and end
          on the date of the Participant's death. In the event such Participant
          separates from service prior to the beginning of the election period,
          the election period shall begin on the date of such separation from
          service. With regard to the election, the Plan Administrator shall
          provide each Participant a written explanation of the Pre-Retirement
          Survivor Annuity containing comparable information to that required
          for Joint and Survivor Annuities. Such notice shall be given to a
          Participant within whichever one of the following periods ends last
          (and consistent with regulations):

                    i.     The period beginning on the first day of the Plan
               Year in which the Participant attains age 32 and ending on the
               last day of the Plan Year preceding the Plan Year in which the
               Participant attains age 35;

                    ii.    A reasonable period after the individual becomes a
               Participant;

                    iii.   A reasonable period ending after the survivor
               benefit applicable to the Participant is no longer fully
               subsidized (as defined in Code Section 417(a)(5));

                    iv.    A reasonable period ending after the survivor benefit
               provisions of Code Section 401(a)(11) become applicable to the
               Participant; or

                    v.     A reasonable period after separation from service in
               the case of a Participant who so separates before attaining age
               thirty-five (35).

                    A beneficiary may elect an alternative form of distribution
               provided under Section 10.1. A Pre-Retirement Survivor Annuity

                                     - 8 -
shall be treated as attributable to voluntary contributions in
               the same proportion which the voluntary contributions are to the
               total benefit of the Participant.

               (d)     With respect to his HG Asia Merged Amounts, a Participant
          may elect (i) any of the forms of payment available under Section 10.1
          or (ii) an annuity for (1) the life of the Participant, (2) the lives
          of the Participant and a designated Beneficiary, (3) a period certain
          and continuous not extending beyond the life expectancy of the
          Participant, or (4) a period certain and continuous not extending
          beyond the joint and last survivor expectancy of the Participant and a
          designated Beneficiary. Each annuity contract distributed pursuant
          hereto shall (i) be nontransferable, (ii) comply with the requirements
          of the HG Asia Prior Plan and applicable law, and (iii) pertain to a
          type of annuity which was available at the time of the HG Plan Merger.

(b)    Any in-service withdrawal under this Section D.II. by a Participant who
has attained at least age 59-1/2 (fifty nine and one-half) must be consented to
in writing by the Participant's spouse, if any, within the ninety (90) day
period prior to the date of withdrawal, absent which the applicable withdrawal
will not be permitted. Such consent shall be irrevocable with respect to the
withdrawal application in connection with which it was given. Such spouse's
consent must acknowledge the effect of such withdrawal and be notarized or
witnessed by a Plan representative. Such consent with respect to a certain
spouse shall not be required if it is established to the satisfaction of the
Administrator that the required consent cannot be obtained because there is no
spouse, the spouse cannot be located, or other circumstances that may be
prescribed by regulations under the Code. The Administrator may rely in good
faith upon a spousal consent which is valid on its face, or upon the
certification by the Participant that such consent cannot be obtained for one of
the reasons provided above, without liability to any spouse. Such a withdrawal
application made by the Participant, whether or not required to be consented to
by his spouse, may be revoked by the Participant in writing without the consent
of the spouse at any time prior to the date of withdrawal. Any new withdrawal
application must comply with the requirements of this paragraph. A former
spouse's consent shall not be binding on a new spouse. Any such consent shall be
on forms provided by the Administrator. There is no limitation on the frequency
with which withdrawals may be made; however, all other conditions, restrictions
or limitations on particular withdrawals remain in effect. Withdrawals which
satisfy the criteria under the Plan relating to such withdrawals are deducted
from a Participant's Accounts (to the extent available and applicable).
Withdrawals are deducted on a pro-rata basis from each investment fund.

                                     - 9 -
FIRST AMENDMENT
                                     TO THE
                ABN AMRO WCS HOLDING COMPANY 401(k) SAVINGS PLAN

WHEREAS, ABN AMRO WCS Holding Company has adopted, effective as of January 1,
2002, the ABN AMRO WCS Holding Company 401(k) Savings Plan (the "Plan"), and

WHEREAS, it now appears desirable, and in the best interests of Plan
participants and their beneficiaries, to amend the Plan.

NOW, THEREFORE, the Plan is hereby amended in the following particulars, each
effective as provided below.

1.     By deleting the fourth sentence of Section 2.11 of Article 2 of the Plan
       and substituting the following therefor, effective as of January 1, 2002:

              "For purposes of the Plan, "Participating Employer" means: (a) WCS
              or (b) an Affiliated Company (or its successor in interest, if
              applicable) which is designated, from time to time, as a sponsor
              of the Plan by the applicable governing body of WCS (or the
              authorized delegate of such governing body). Such designation may
              be effected by any method or methods determined by the applicable
              governing body of WCS (or its authorized delegate)."

2.     By deleting clause (b) of the second sentence of Section 2.13 of Article
       2 of the Plan and substituting the following therefor, effective as of
       January 1, 2002:

              "(b) with respect to the year in which a Participant becomes
              eligible to participate or ceases to be eligible to participate in
              the Plan, the compensation for the months in such year during
              which such Participant was eligible to participate following his
              enrollment in the Plan."

3.     By deleting the third sentence of the first paragraph of Section 3.1 of
       Article 3 of the Plan and substituting the following therefor, effective
       as of January 1, 2002:

              "Each Employee first employed by a Participating Employer as of a
              date after January 1, 2002 who, on the day immediately prior to
              such date of first employment, was both employed by an employer
              who then sponsored the Group Plan and participated in the Group
              Plan, shall commence participation in this Plan as of the first
              day of the first payroll period following the day on which such
              individual first became an Employee employed by a Participating
              Employer."
4.     By deleting the second sentence of the second paragraph of Section 3.1 of
       Article 3 of the Plan and substituting the following therefor, effective
       as of January 1, 2002:

              "If an Employee who becomes a Participant in accordance with this
              paragraph declines to elect any Deferral Contributions beginning
              as of the first date on which he becomes a Participant, such
              Participant shall be eligible to elect Deferral Contributions on
              any business day following his Entry Date."

5.     By deleting the second sentence of Section 5.2(b) of Article 5 of the
       Plan and substituting the following therefor, effective as of January 1,
       2002:

              "Such contributions shall be allocated to Participants who are
              Employees as of the last day of the Plan Year for which such
              amounts are being contributed."

6.     By deleting Section 5.3 of the Plan and substituting the following
       therefor, so that Section 5.3 reads, in its entirety, as follows,
       effective as of January 1, 2002:

              "5.3   Payment of Company's Contribution. All applicable
                     contributions under the Plan by and on behalf of the
                     Participating Employers for any year shall be transferred
                     to the Trustee no later than the time prescribed by law,
                     including extensions, for filing the respective
                     Participating Employer's federal income tax return for such
                     year. Notwithstanding the foregoing, in each case in which
                     applicable rules and/or regulations of the United States
                     Department of Labor require that certain contributions
                     under the Plan be transferred to the Trustee on any date
                     which is earlier than a date specified in the
                     immediately-preceding sentence, such rules and/or
                     regulations shall, in each such case, govern the timing of
                     the applicable transfer to the Trustee."

7.     In all other respects, the Plan, as heretofore adopted and in effect, is
       hereby ratified and confirmed.

       IN WITNESS WHEREOF, ABN AMRO WCS Holding Company has caused this
amendment to be executed by its duly-authorized representative on this 23rd
day of January, 2002.

                                          ABN AMRO WCS HOLDING COMPANY

                                          By: /s/ Richard Mancinelli
                                              -------------------------------
                                              Richard Mancinelli
Exhibit 5.1

                                  UNDERTAKING

         ABN AMRO Holding N.V., "a naamloze vennootschap" (public company with
limited liability), duly organized, validly existing and incorporated under the
laws of The Netherlands, established in Amsterdam, The Netherlands with its
principle place of business at Gustav Mahlerlaan 10, 1082 PP, Amsterdam, The
Netherlands (Amsterdam, Chamber of Commerce registration nr. 33220369), hereby
undertakes to submit the ABN AMRO WCS Holding Company 401(k) Savings Plan
("Plan") and any amendments thereto to the Internal Revenue Service in a timely
manner for qualification under Section 401 of the Internal Revenue Code, and
will make all changes required by the Internal Revenue Service in order to so
qualify the Plan.

       Dated this 25th day of January, 2002

                                      ABN AMRO HOLDING N.V.

                                      By: /s/ W.G. Jiskoot
                                          --------------------------------
                                          Name:  W.G. Jiskoot
                                          Title:  Member of the Managing Board

                                      By: /s/ S.A. Lires Rial
                                          --------------------------------
                                          Name:  S.A. Lires Rial
                                          Title:  Member of the Managing Board
Exhibit 23.1

                          [LETTERHEAD OF ERNST & YOUNG]

ABN AMRO Holding N.V.
Gustav Mahlerlaan 10
1082 PP AMSTERDAM

Amsterdam, January 25, 2002                                        020108-CB/ps

Subject: LETTER OF CONSENT ABN AMRO HOLDING N.V.

Dear Sirs,

We hereby  consent to the use of our report dated March 23, 2001 included in the
annual  report of ABN AMRO Holding  N.V. on Form 20-F filed with the  securities
and exchange  commission  on May 9, 2001,  on our  examination  of the financial
statements of ABM AMRO Holding N.V. and subsidiaries as of December 31, 1999 and
2000, and the related consolidated  statements of income, cash flows and changes
in shareholders' equity for each of the three years in the period ended December
31, 2000 for  inclusion in the S-8  registration  statement  relating to the ABN
AMRO WCS Holding Company 401(k) Savings Plan dated January 25, 2002.

Yours faithfully,
For Ernst & Young Accountants

/s/ P. Laan                                          /s/ C.B. Boogaart
------------------                                   ------------------
P. Laan                                              C.B. Boogaart