ARTICLE 1 - INTRODUCTION                                                           1

1.01 ESTABLISHMENT OF PLAN; BACKGROUND                                             1
1.02 EFFECTIVE DATE                                                                1
1.03 PURPOSE                                                                       1
1.04 PLAN GOVERNS DISTRIBUTION OF BENEFITS                                         1

ARTICLE 2 - DEFINITIONS                                                            3

ACCOUNT                                                                            3
ACT OR ERISA                                                                       3
ADJUSTMENT                                                                         3
AFFILIATE                                                                          3
AFFILIATED SPONSOR                                                                 3
AUTHORIZED ABSENCE                                                                 3
BENEFICIARY                                                                        4
BOARD                                                                              4
BREAK IN SERVICE                                                                   4
CODE                                                                               4
COMMITTEE                                                                          4
COMPANY                                                                            5
COMPANY STOCK                                                                      5
COMPANY STOCK FUND                                                                 5
COMPENSATION                                                                       5
CREDITED SERVICE                                                                   5
DISTRIBUTION                                                                       6
EFFECTIVE DATE                                                                     6
ELIGIBLE EMPLOYEE                                                                  6
EMPLOYEE                                                                           7
EMPLOYER                                                                           7
EMPLOYER CONTRIBUTION                                                              7
EMPLOYER MATCHING CONTRIBUTION                                                     7
EMPLOYER MATCHING CONTRIBUTION ACCOUNT                                             7
EMPLOYMENT                                                                         7
ENTRY DATE                                                                         7
FIDUCIARY                                                                          7
FORMER PARTICIPANT                                                                 7
FUND                                                                               7
HIGHLY COMPENSATED EMPLOYEE                                                        7
HOUR OF SERVICE                                                                    8

INVESTMENT FUND                                                                     9
NON-HIGHLY COMPENSATED EMPLOYEE                                                     9
PARTICIPANT                                                                         9
PERMANENT DISABILITY                                                                9
PLAN                                                                                9
PLAN ADMINISTRATOR OR ADMINISTRATOR                                                 9
PLAN YEAR                                                                          10
PRE-TAX CONTRIBUTIONS                                                              10
PRE-TAX CONTRIBUTION ACCOUNT                                                       10
PRIOR PLAN                                                                         10
PRIOR EMPLOYER ACCOUNT                                                             10
QUALIFIED                                                                          10
QUALIFIED NONELECTIVE CONTRIBUTION                                                 10
QUALIFIED NONELECTIVE CONTRIBUTION ACCOUNT                                         10
QUALIFYING EMPLOYER SECURITIES                                                     10
ROLLOVER ACCOUNT                                                                   10
ROLLOVER CONTRIBUTION                                                              10
SPOUSE                                                                             11
TERMINATION DATE                                                                   11
TREASURY REGULATION                                                                11
TRUST OR TRUST AGREEMENT                                                           11
TRUSTEE                                                                            12
VALUATION DATE                                                                     12
OTHER RULES                                                                        12

ARTICLE 3 - PARTICIPATION                                                          13

3.01 PARTICIPATION                                                                 13
3.02 YEAR OF ELIGIBILITY SERVICE                                                   14
3.03 PARTICIPATION AND REHIRE                                                      14
3.04 ACQUISITIONS                                                                  15
3.05 NOT CONTRACT FOR EMPLOYMENT                                                   15

ARTICLE 4 - PRE-TAX CONTRIBUTIONS                                                  16

4.01 PRE-TAX CONTRIBUTIONS                                                         16
4.02 ELECTIONS REGARDING PRE-TAX CONTRIBUTIONS                                     16
4.03 CHANGE IN EMPLOYEE CONTRIBUTION PERCENTAGE OR SUSPENSION OF CONTRIBUTIONS     16
4.04 DEADLINE FOR CONTRIBUTIONS AND ALLOCATION OF PRE-TAX CONTRIBUTIONS            18
4.05 ROLLOVER CONTRIBUTION                                                         18

ARTICLE 5 - EMPLOYER CONTRIBUTIONS                                                 19

5.01 EMPLOYER MATCHING CONTRIBUTION                                                19
5.02 QUALIFIED NONELECTIVE CONTRIBUTIONS                                           19
5.03 FORM AND TIMING OF CONTRIBUTIONS                                              20

5.04 FORFEITURES                                                                   20
5.05 ELIGIBILITY TO SHARE IN EMPLOYER CONTRIBUTIONS AND FORFEITURES                21

ARTICLE 6 - ACCOUNTS AND ALLOCATIONS                                               22

6.01 PARTICIPANT ACCOUNTS                                                          22
6.02 ALLOCATION OF ADJUSTMENTS                                                     23
6.03 ALLOCATION OF DIVIDENDS                                                       23
6.04 ADJUSTMENT ATTRIBUTABLE TO PLAN LOANS                                         24
6.05 PLAN EXPENSES                                                                 24
6.06 INVESTMENT FUNDS AND ELECTIONS                                                24
6.07 ERRORS                                                                        25

ARTICLE 7 - VESTING                                                                26

7.01 TERMINATION DATE ON OR AFTER AGE 65                                           26
7.02 PERMANENT DISABILITY                                                          26
7.03 DEATH                                                                         26
7.04 OTHER TERMINATION DATE                                                        26
7.05 FORFEITURES                                                                   27

ARTICLE 8 - DISTRIBUTIONS                                                          29

8.01 COMMENCEMENT OF DISTRIBUTION                                                  29
8.02 METHOD OF DISTRIBUTION                                                        30
8.03 PAYMENT TO MINORS AND INCAPACITATED PERSONS                                   30
8.04 APPLICATION FOR BENEFITS                                                      31
8.05 SPECIAL DISTRIBUTION RULES                                                    31
8.06 DISTRIBUTIONS PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS                 32
8.07 DIRECT ROLLOVERS                                                              32
8.08 PARTICIPANT WITHDRAWALS AFTER AGE 59-1/2                                      34

ARTICLE 9 - HARDSHIP WITHDRAWALS; LOANS                                            35

9.01 HARDSHIP WITHDRAWAL OF ACCOUNT                                                35
9.02 DEFINITION OF HARDSHIP                                                        35
9.03 MAXIMUM HARDSHIP DISTRIBUTION                                                 35
9.04 PROCEDURE TO REQUEST HARDSHIP                                                 37
9.05 AUTHORITY TO ESTABLISH LOAN PROGRAM                                           37
9.06 ELIGIBILITY FOR LOANS                                                         37
9.07 LOAN AMOUNT                                                                   37
9.08 MAXIMUM NUMBER OF LOANS                                                       37
9.09 ASSIGNMENT OF ACCOUNT                                                         38
9.10 INTEREST                                                                      38
9.11 TERM OF LOAN                                                                  38
9.12 LEVEL AMORTIZATION                                                            38

9.13 DIRECTED INVESTMENT                                                           38
9.14 OTHER REQUIREMENTS                                                            39
9.15 DISTRIBUTION OF LOAN                                                          39
9.16 SUSPENSION OF LOAN REPAYMENTS DURING MILITARY SERVICE                         40

ARTICLE 10 - ADMINISTRATION OF THE PLAN                                            41

10.01 NAMED FIDUCIARIES                                                            41
10.02 BOARD OF DIRECTORS                                                           41
10.03 TRUSTEE                                                                      42
10.04 COMMITTEE                                                                    42
10.05 STANDARD OF FIDUCIARY DUTY                                                   44
10.06 CLAIMS PROCEDURE                                                             44
10.07 INDEMNIFICATION OF COMMITTEE                                                 46

ARTICLE 11 - AMENDMENT AND TERMINATION                                             47

11.01 RIGHT TO AMEND                                                               47
11.02 TERMINATION OR DISCONTINUANCE OF CONTRIBUTIONS                               47
11.03 IRS APPROVAL OF TERMINATION                                                  48

ARTICLE 12 - SPECIAL DISCRIMINATION RULES                                          49

12.01 DEFINITIONS                                                                  49
12.02 LIMIT ON PRE-TAX CONTRIBUTIONS                                               52
12.03 AVERAGE ACTUAL DEFERRAL PERCENTAGE                                           54
12.04 SPECIAL RULES FOR DETERMINING AVERAGE ACTUAL DEFERRAL PERCENTAGE             55
12.05 DISTRIBUTION OF EXCESS ADP DEFERRALS                                         56
12.06 AVERAGE ACTUAL CONTRIBUTION PERCENTAGE                                       57
12.07 SPECIAL RULES FOR DETERMINING AVERAGE ACTUAL CONTRIBUTION PERCENTAGES        58
12.08 DISTRIBUTION OF EMPLOYER MATCHING CONTRIBUTIONS                              59
12.09 COMBINED ACP AND ADP TEST                                                    59
12.10 ORDER OF APPLYING CERTAIN SECTIONS OF ARTICLE                                61

ARTICLE 13 - HIGHLY COMPENSATED EMPLOYEES                                          62

13.01 IN GENERAL                                                                   62
13.02 HIGHLY COMPENSATED EMPLOYEE                                                  62
13.03 FORMER HIGHLY COMPENSATED EMPLOYEE                                           62
13.04 DEFINITIONS                                                                  62
13.05 OTHER METHODS PERMISSIBLE                                                    64

ARTICLE 14 - MAXIMUM BENEFITS                                                      65

14.01 GENERAL RULE                                                                 65

14.02 COMBINED PLAN LIMITATION REPEALED                                            66
14.03 DEFINITIONS                                                                  66

ARTICLE 15 - TOP HEAVY RULES                                                       68

15.01 GENERAL                                                                      68
15.02 DEFINITIONS                                                                  68
15.03 MINIMUM BENEFIT                                                              69
15.04 COMBINED PLAN LIMITATION FOR TOP HEAVY YEARS REPEALED                        70

ARTICLE 16 - MISCELLANEOUS                                                         71

16.01 HEADINGS                                                                     71
16.02 ACTION BY EMPLOYER                                                           71
16.03 SPENDTHRIFT CLAUSE                                                           71
16.04 DISTRIBUTIONS UPON TERMINATION OF PLAN                                       71
16.05 DISCRIMINATION                                                               72
16.06 RELEASE                                                                      72
16.07 COMPLIANCE WITH APPLICABLE LAWS                                              72
16.08 AGENT FOR SERVICE OF PROCESS                                                 72
16.09 MERGER                                                                       72
16.10 GOVERNING LAW                                                                72
16.11 ADOPTION OF THE PLAN BY AN AFFILIATED SPONSOR                                73
16.12 PROTECTED BENEFITS                                                           74
16.13 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN                               75
16.14 QUALIFIED MILITARY SERVICE                                                   75
16.15 USE OF ELECTRONIC MEDIA                                                      75

ARTICLE 17 - EGTRRA AMENDMENTS                                                     76

17.01 BACKGROUND                                                                   76
17.02 LIMITATIONS ON CONTRIBUTIONS                                                 76
17.03 INCREASE IN COMPENSATION LIMIT                                               76
17.04 ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION                                 77
17.05 CATCH-UP CONTRIBUTIONS                                                       77
17.06 DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS                                       77
17.07 ROLLOVERS FROM OTHER PLANS                                                   78
17.08 REPEAL OF MULTIPLE USE TEST                                                  79
17.09 DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT                                  79
17.10 SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION                            79
17.11 MODIFICATION OF TOP HEAVY RULES                                              79
SCHEDULE A                                                                         82
SCHEDULE B                                                                         84
SCHEDULE C                                                                         88
SCHEDULE D                                                                         98

1.01     Establishment of Plan; Background.

         (a)      Effective July 1, 1988, Genuine Parts Company adopted and
                  established the Genuine Partnership Plan. Effective January 1,
                  1994, the plan was amended and restated (the "Prior Plan").
                  The Prior Plan was at all times maintained as a plan meeting
                  the requirements of Sections 401(a) and 401(k) of the Internal
                  Revenue Code of 1986, as amended, and of the Employee
                  Retirement Income Security Act of 1974.

         (b)      The Prior Plan was amended and restated effective January 1,
                  2001, and is continued in an amended and restated form as set
                  forth in its entirety in this document (the "Plan").

1.02     Effective Date.

         This Plan shall be effective as of January 1, 2001. Notwithstanding
         this general effective date, certain provisions of this Plan (as set
         forth in this document) shall have effective dates different than
         January 1, 2001.

1.03     Purpose.

         This Plan is intended to provide a cash or deferred arrangement under
         Code Sections 401(a) and 401(k). Under the Plan, Participants can
         direct that a specified percentage of the amount that otherwise would
         have been paid to them as Compensation be contributed by the Employer
         to the Plan. The benefits described in the Plan are provided for the
         exclusive benefit of the Participants and their Beneficiaries.

1.04     Plan Governs Distribution of Benefits.

         The distribution of benefits for all Participants (whether employed by
         the Employer before or after the Effective Date) shall be governed by
         the provisions of this Plan. Nevertheless, early retirement benefits,
         retirement-type subsidies, or optional forms of benefit protected under
         Code Section 411(d)(6) ("Protected Benefits") shall not be reduced or
         eliminated with respect to benefits accrued under such Protected
         Benefits unless such reduction or elimination is permitted

                                       -1-

         under the Code, Treasury Regulations, authority issued by the Internal
         Revenue Service or judicial authority.

                  eligible to immediately participate in the portion(s) of the
                  Plan for which the Participant was previously eligible
                  effective on the date of his rehire or, if later, on the date
                  he becomes an Eligible Employee.

3.04     Acquisitions.

         If a group of persons becomes employed by an Employer (or any of its
         subsidiaries or divisions) as a result of an acquisition of another
         employer, the Committee shall determine whether and to what extent
         employment with such prior employer shall be treated as Years of
         Eligibility Service, the applicable Entry Date (or special entry date)
         for such acquired employees, and any other terms and conditions which
         apply to eligibility to participate in this Plan. Such terms and
         conditions shall be set forth in Schedule A or Schedule B to this Plan
         by action of the Committee. Except to the extent required by law,
         employees of an acquired business which is not identified in Schedule A
         or Schedule B shall not receive credit under this Plan for their prior
         employment with the acquired business.

3.05     Not Contract for Employment.

         Participation in the Plan shall not give any Employee the right to be
         retained in the Employer's employ, nor shall any Employee, upon
         dismissal from or voluntary termination of his employment, have any
         right or interest in the Fund, except as herein provided.

4.01     Pre-Tax Contributions.

         Effective on the Participant's initial Entry Date, a Participant may
         elect to make Pre-Tax Contributions to the Plan. If a Participant fails
         to elect to make Pre-Tax Contributions at that time, a Participant may
         elect to make Pre-Tax Contributions to the Plan effective as of the
         first day of any subsequent month (except during periods of suspension
         see Section 4.03). A Participant's Pre-Tax Contributions to the Plan
         shall be made by means of payroll deduction. A Participant may
         contribute as a Pre-Tax Contribution any whole percentage from 1% to
         16% of his Compensation during any Plan Year, and effective January 1,
         2002, from 1% to 25% of his Compensation during any Plan Year.

4.02     Elections Regarding Pre-Tax Contributions.

         (a)      Procedure for Making Elections. Elections by a Participant to
                  make Pre-Tax Contributions to the Plan shall be made in
                  writing on a form prescribed by the Committee and by
                  designating on such form the percentage of Compensation that
                  will be contributed as a Pre-Tax Contribution during each pay
                  period. The election to make Pre-Tax Contributions shall be
                  effective no earlier than the first day of the Participant's
                  normal pay period beginning at least 30 days after the
                  Employer receives such election form (or such smaller number
                  of days as determined by the Committee on a nondiscriminatory
                  basis).

         (b)      Treatment as 401(k) Contributions. It is expressly intended
                  that, to the extent allowable by law, Pre-Tax Contributions
                  shall not be included in the gross income of the Participant
                  for income tax purposes and shall be deemed contributions
                  under a cash or deferred arrangement pursuant to Code
                  Section 401(k).

         (c)      Additional Limitations of Pre-Tax Contributions. Pre-Tax
                  Contributions shall be subject to the limitations described in
                  Section 12.02 (maximum dollar contribution limit), Section
                  12.03 (ADP non-discrimination test) and Article 14 (Code
                  Section 415 limit).

4.03     Change in Employee Contribution Percentage or Suspension of
         Contributions.

         (a)      Change of Contribution Percentage. A Participant may increase
                  or decrease the percentage of his Compensation contributed as
                  a Pre-Tax Contribution only on January 1, April 1, July 1, or
                  October 1 of each

                                      -16-

                  Plan Year (or the first pay period that begins on or after
                  such dates) by delivery of written notice to the Committee or
                  by other means as approved by the Committee. In order to be
                  effective, the Participant must notify the Committee at least
                  30 days prior to the date that the increase or decrease will
                  become effective (or such lesser number of days as permitted
                  by the Committee on a nondiscriminatory basis). This paragraph
                  (a) is effective January 1, 1999.

         (b)      Suspension of Contributions. A Participant may suspend his
                  Pre-Tax Contributions at any time by properly completing a
                  form prescribed by the Committee. The suspension of Pre-Tax
                  Contributions will be effective on the first day of the
                  Participant's normal payroll period that begins 30 days after
                  the Participant delivers the completed form to the Committee.
                  A Participant may resume making Pre-Tax Contributions on the
                  first day of any month which is at least six months after the
                  effective date of such suspension of contributions and only
                  after informing the Committee in writing at least 30 days
                  prior to the date on which the Pre-Tax Contributions are to
                  resume. The Committee, on a nondiscriminatory basis, may
                  prescribe a lesser number of days on which the suspension or
                  resumption of Pre-Tax Contributions is to be effective. A
                  Participant's Pre-Tax Contributions shall automatically be
                  suspended beginning on the first payroll period that commences
                  after the Participant is not in receipt of Compensation, the
                  Participant's layoff or the Participant's Authorized Absence
                  without pay.

4.04     Deadline for Contributions and Allocation of Pre-Tax Contributions.

         Pre-Tax Contributions shall be deducted by the Employer from the
         Participant's Compensation and paid to the Trustee as promptly as
         possible, but no later than fifteen days after the end of the calendar
         month in which the Employer retains the Pre-Tax Contributions (or such
         longer period of time granted by the Department of Labor or other
         government entity, agency or by an employee of such governmental entity
         or agency).

4.05     Rollover Contribution.

         (a)      Without regard to any limitation on contributions set forth in
                  this Article, an Eligible Employee shall be permitted, if the
                  Committee consents (based on non-discriminatory criteria), to
                  transfer to the Trustee during any Plan Year additional
                  property acceptable to the Trustee, provided such property:

                  (1)      was received by the Eligible Employee from a
                           Qualified Plan maintained by a previous employer of
                           the Eligible Employee and qualifies as a rollover
                           contribution within the meaning of Code Section
                           402(a)(5) or

                  (2)      was received by the Eligible Employee from an
                           individual retirement account or individual
                           retirement annuity and qualifies as a rollover
                           contribution within the meaning of Code Section
                           408(d)(3)(A)(ii).

         (b)      Such property shall be held by the Trustee in the Employee's
                  Rollover Account. All such amounts so held shall at all times
                  be fully vested and nonforfeitable. Such amounts shall be
                  distributed to the Employee upon Termination Date in the
                  manner provided in Article 8.

         (c)      See Section 8.07 regarding the right of a Participant to
                  request a trustee to trustee transfer of the Participant's
                  Account in lieu of a distribution of such Account.

         (d)      Notwithstanding the foregoing, any Eligible Employee who
                  elects to make a Rollover Contribution to the Plan pursuant to
                  this Section 4.05 shall not be considered a Participant for
                  any other purpose under this Plan until such Eligible Employee
                  has satisfied the applicable eligibility requirements of
                  Section 3.01.

5.01     Employer Matching Contribution.

         (a)      Eligibility to Receive Matching Contribution. For each payroll
                  period, the Employer shall contribute to the Employer Matching
                  Contribution Account of each Participant who made a Pre-Tax
                  Contribution during such payroll period. See Section
                  3.01(b)(2) and Section 5.05 for additional eligibility
                  requirements.

         (b)      Amount of Employer Matching Contribution. The Employer
                  Matching Contribution shall equal the lesser of 20% of the
                  Participant's Pre-Tax Contributions made during the calendar
                  month or 20% of the Participant's first 6% of Compensation for
                  such month (1.2% of Compensation).

         (c)      Qualifying Employer Securities. The Employer Matching
                  Contributions are intended to be comprised primarily of
                  Qualifying Employer Securities (i.e., Company Stock). It is
                  hereby expressly provided that the Plan may acquire and hold
                  Qualifying Employer Securities.

5.02     Qualified Nonelective Contributions.

         In the sole discretion of the Employer, an additional Employer
         Contribution may be made to the Plan which shall be known as a
         "Qualified Nonelective Contribution." Such contribution shall be made
         in order to satisfy the requirements of Article 12, and shall be
         allocated to the Qualified Nonelective Contribution Accounts of those
         Non-highly Compensated Employees selected by the Committee at the time
         such Qualified Nonelective Contribution is made, or as soon thereafter
         as possible. See Section 3.01(b)(2) and Section 5.05 for additional
         eligibility requirements.

                                      -19-

5.03     Form and Timing of Contributions.

         (a)      Employer Contributions shall be made in cash or in Qualifying
                  Employer Securities. Employer Matching Contributions shall be
                  delivered to the Trustee as soon as administratively feasible
                  but no later than the date prescribed by the Code for filing
                  the Employer's federal income tax return, including authorized
                  extensions. Qualified Nonelective Contributions shall be
                  delivered to the Trustee on or before the last day of the
                  twelfth month following the close of the Plan Year to which
                  the contribution relates. This paragraph (a) is effective
                  January 1, 1999.

         (b)      Except as provided in this Section 5.03, all Employer
                  Contributions shall be irrevocable, shall never inure to the
                  benefit of any Employer, shall be held for the exclusive
                  purpose of providing benefits to Participants and their
                  Beneficiaries (and contingently for defraying reasonable
                  expenses of administering the Plan), and shall be held and
                  distributed by the Trustees only in accordance with this Plan.

         (c)      Upon an Employer's request and to the extent permitted by the
                  Code and other applicable laws and regulations thereunder, a
                  contribution which was made by a mistake in fact, or
                  conditioned upon the initial qualification of the Plan under
                  Code Section 401(a) or upon the deductibility of the
                  contribution under Section 404 of the Code, shall be returned
                  to the Employer within one year after the payment of the
                  contribution, the denial of the Plan's initial qualification,
                  or the disallowance of the deduction (to the extent
                  disallowed), whichever is applicable. All contributions to
                  this Plan are expressly conditioned on the deductibility of
                  such contributions under Code Section 404.

5.04     Forfeitures.

         Forfeitures shall first be applied to restore amounts previously
         forfeited pursuant to Section 7.05(c). Next, forfeitures shall be used
         to pay expenses of the Plan which may be paid by the Plan in accordance
         with the provisions of ERISA. Thereafter any remaining forfeitures
         shall be allocated on the last day of the Plan Year (unless the
         Committee directs an earlier allocation) equally on a per capita basis
         among the Employer Matching Contribution Accounts of all Participants
         who made an Elective Deferral during the Plan Year in which the
         forfeitures are allocated. See Section 7.05 to determine when a
         forfeiture of a Participant's Account occurs. See Section 3.01(b)(2)
         and Section 5.05 for additional eligibility requirements. This Section
         5.04 shall be effective January 1, 1999.

                                      -20-

5.05     Eligibility to Share in Employer Contributions and Forfeitures.

                           In addition, the Committee may divide such
                           sub-accounts into such additional sub-portions as the
                           Committee deems to be necessary or advisable under
                           the circumstances or to establish other accounts or
                           sub-accounts as needed.

         (c)      Value of Account as of Valuation Date. As of each Valuation
                  Date, each Participant's Account shall equal:

                  (1)      his total Account as determined on the immediately
                           preceding Valuation Date, plus

                  (2)      his Pre-Tax Contributions added to his Account since
                           the immediately preceding Valuation Date, plus

                  (3)      his Employer Contributions added to his Account since
                           the immediately preceding Valuation Date, plus

                  (4)      his Rollover Contributions or amounts transferred to
                           this Plan from the trustee of another Qualified plan
                           and which were added to his Account since the
                           immediately preceding Valuation Date, minus

                  (5)      his Distributions, if any, since the immediately
                           preceding Valuation Date, plus or minus

                  (6)      his allocable share of Adjustments.

6.02     Allocation of Adjustments.

         The Adjustment for each Investment Fund shall be calculated as of each
         Valuation Date. The Adjustment for a given Investment Fund shall be
         allocated to each Account invested in such Investment Fund in the
         proportion that each such Account bears to the total of all such
         Accounts. Such Valuation shall occur prior to the allocation of
         Employer Contributions, Pre-Tax Contributions, Rollover Contributions
         and transfers to this Plan from the trustee of another Qualified plan
         but after taking into account all Distributions since the prior
         Valuation Date.

6.03     Allocation of Dividends.

         Any cash or stock dividend received on shares of Company Stock
         allocated to a Participant's Company Stock Fund shall be allocated to
         such Participant's Company Stock Fund.

                                      -23-

6.04     Adjustment Attributable to Plan Loans.

         The Adjustment that is allocable to the Participant's directed
         investment of his loan shall be the interest payments made by the
         Participant with respect to such loan since the immediately preceding
         Valuation Date.

6.05     Plan Expenses.

         The Committee may direct that expenses attributable to general Plan
         administration be allocated among the Accounts of all Participants
         (other than the Company Stock Fund) in proportion to their Account
         balances.

6.06     Investment Funds and Elections.

         (a)      Election of Investment Funds. Each Participant shall direct,
                  following such procedures as may be specified by the
                  Committee, to have his Pre-Tax Contribution Account, Prior
                  Employer Contribution Account, Rollover Account and Qualified
                  Nonelective Contribution Account allocated or reallocated
                  among the Investment Funds.

         (b)      Initial Investment Direction. Effective January 1, 1999, a
                  Participant's initial investment election must allocate his
                  entire Account in 1% increments among the Investment Funds, as
                  of the date of the directive, and all subsequent contributions
                  to each sub-account for so long as the election remains in
                  effect. For a period of time prior to January 1, 1999,
                  allocations among the Investment Funds were made in 10%
                  increments. An Employee who fails to make a proper investment
                  election by the deadline established by the Committee for such
                  purpose, shall be deemed to have elected the "Default
                  Enrollment Election" which allocates 100% of his Account in
                  the Default Fund (i.e., the Fixed Income Fund or other
                  Investment Fund which, in the opinion of the Committee, best
                  preserves the principal amount of the Participant's Account).
                  Furthermore, effective January 1, 1999, the initial investment
                  of each newly eligible Participant's Account shall
                  automatically be made to the Default Fund until such
                  Participant directs the investment of his or her Account.

         (c)      Subsequent Elections. Investment elections will remain in
                  effect until changed by a new election. Effective January 1,
                  1999, new elections may be made in 1% increments by a
                  Participant once each calendar month (and effective April 1,
                  2001, changes may be made on a daily basis) and shall be
                  effective as of the date the investment directive is delivered
                  to the Committee (or its designee), pursuant to the rules and
                  regulations established by the Committee and which are applied
                  in a consistent and nondiscriminatory manner. For a period of
                  time prior to January 1, 1999, a Participant may make a new
                  election to modify his investment elections

                                      -24-

                  in 10% increments once each calendar quarter. New elections
                  may change future allocations to the Participant's Account,
                  may reallocate between the Investment Funds any amounts
                  previously credited to the Participant's Account, or may leave
                  the allocation of such prior amounts unchanged.

         (d)      Investment Options. The Committee shall select such Investment
                  Funds as are deemed appropriate and shall notify affected
                  Participants of such Investment Funds. The Committee may
                  modify, eliminate or select new Investment Funds from time to
                  time and shall notify affected Participants of such changes
                  and solicit new investment elections, if appropriate.

         (e)      Company Stock Fund. A Participant's Employer Matching
                  Contribution Account shall consist primarily of Company Stock.
                  Company Stock shall be held in the Participant's Company Stock
                  Fund. Participants may not direct the investment of their
                  Company Stock Fund and may not direct the Trustee to transfer
                  other contributions (e.g., Pre-Tax Contributions, etc.) to the
                  Company Stock Fund.

6.07     Errors.

         Where an error or omission is discovered in any Participant's Account,
         the Committee shall make appropriate corrective adjustments as of the
         end of the Plan Year in which the error or omission is discovered. If
         it is not practical to correct the error retroactively, then the
         Committee shall take such action in its sole discretion as may be
         necessary to make such corrective adjustments, provided that any such
         actions shall treat similarly situated Participants alike and shall not
         discriminate in favor of Highly Compensated Employees.

7.01     Termination Date On or After Age 65.

         A Participant who has a Termination Date on or after attaining age 65
         shall be 100% vested in his Account. Such Account will be distributed
         on the date and in the form specified in Article 8.

7.02     Permanent Disability.

         A Participant who has a Termination Date on account of Permanent
         Disability shall become 100% vested in his Account as of the date of
         such Permanent Disability and shall be entitled to a Distribution of
         his Account on the date and in the form specified in Article 8.

7.03     Death.

         A Participant who has a Termination Date on account of death shall
         become 100% vested in his Account. The Participant's Beneficiary shall
         receive a Distribution of such Account on the date and in the form
         specified in Article 8.

7.04     Other Termination Date.

         (a)      In General. For any reason other than a Termination Date on or
                  after age 65, Permanent Disability or death, the Participant
                  shall be entitled to the vested portion of his Account, which
                  shall be distributed on the date and in the form specified in
                  Article 8.

         (b)      100% Vesting in Certain Sub-Accounts. A Participant shall
                  always be one hundred percent (100%) vested in his Pre-Tax
                  Contribution Account, Qualified Nonelective Contribution
                  Account, and Rollover Account.

         (c)      Three Year Vesting For Certain Sub-Accounts. Any Participant
                  who has three or more Years of Credited Service shall be 100%
                  vested in his Employer Matching Contribution Account. If a
                  Participant has less than three Years of Credited Service at
                  the time he has a Termination Date, the Participant shall
                  forfeit all amounts held in his Employer Matching Contribution
                  Account.

         (d)      Prior Employer Account. See Schedule C for the vesting
                  provisions applicable to a Participant's Prior Employer
                  Account.

                           following the end of the Plan Year in which the
                           Participant attains age 65 or, if later, within 60
                           days following the end of the Plan Year in which the
                           Participant has a Termination Date.

         (d)      Hardship Withdrawals. Hardship withdrawals (see Article 9)
                  shall commence no later than ninety (90) days after such
                  request is approved by the Committee.

         (e)      Committee Direction to Trustee. The Committee shall issue
                  directions to the Trustee concerning the recipient and the
                  distribution date of benefits which are to be paid from the
                  Trust pursuant to the Plan.

         (f)      Committee Guidelines. The Committee may establish for
                  administrative purposes, uniform and nondiscriminatory
                  guidelines concerning the commencement of benefits.

8.02     Method of Distribution.

         (a)      Lump Sum Payment. Distribution of the Participant's Account
                  will be made in a lump sum cash amount. However, see Schedule
                  C for other optional distribution forms that may be applicable
                  to the Participant's Prior Employer Account.

         (b)      Form of Payment. Distributions shall be in cash. However, if
                  the value of the vested Qualifying Employer Securities that
                  are allocated to the Participant's Account equals or exceeds
                  $1,000, the Participant shall have the option of receiving
                  whole shares of such Qualifying Employer Securities in lieu of
                  cash. Fractional shares, if any, shall be paid in cash.
                  Notwithstanding the foregoing, any in-service withdrawals
                  shall be paid in cash.

8.03     Payment to Minors and Incapacitated Persons.

         In the event that any amount is payable to a minor or to any person
         who, in the judgment of the Committee, is incapable of making proper
         disposition thereof, such payment shall be made for the benefit of such
         minor or such person in any of the following ways as the Committee, in
         its sole discretion, shall determine:

         (a)      By payment to the legal representative of such minor or such
                  person;

                  like fiduciary, and without any obligation to require bond or
                  to see to the further application of such payment. Any payment
                  so made shall be in complete discharge of the Plan's
                  obligation to the Participant and his Beneficiaries.

8.04     Application for Benefits.

         The Committee may require a Participant or Beneficiary to complete and
         file with the Committee certain forms as a condition precedent to the
         payment of benefits. The Committee may rely upon all such information
         given to it, including the Participant's current mailing address. It is
         the responsibility of all persons interested in distributions from the
         Trust Fund to keep the Committee informed of their current mailing
         addresses.

8.05     Special Distribution Rules.

         (a)      To the extent that the distribution rules described in this
                  Section provide a limitation upon distribution rules stated
                  elsewhere in this Plan, the distribution rules stated in this
                  Section shall take precedence over such conflicting rules.
                  However, under no circumstances shall the rules stated in this
                  Section be deemed to provide distribution rights to
                  Participants or their Beneficiaries which are more expansive
                  or greater than the distribution rights stated elsewhere in
                  this Plan. For example, if the only distribution method
                  permitted under the Plan is a lump sum, then distributions
                  under this Section 8.05 may only be made in a lump sum. In
                  addition, if the Plan requires distributions to commence at
                  age 65 for Participants who have terminated Employment,
                  distributions must commence at age 65 and may not be delayed
                  to age 70-1/2.

         (b)      In no event may the distribution of a Participant's Account
                  commence later than April 1 following the calendar year in
                  which the Participant attains age 70-1/2. However, if a
                  Participant is not a 5% owner of an Employer (as defined in
                  Code Section 401(a)(9) and the Treasury Regulations
                  thereunder), such Participant's Retirement Income shall
                  commence no later than April 1 following the calendar year in
                  which he terminates his Employment. (The applicable
                  commencement date described above, is referred to as the
                  "required beginning date")." Notwithstanding the preceding
                  distribution requirements, a distribution on behalf of any
                  Participant may be made in accordance with a benefit payment
                  election executed before January 1, 1984 in a manner that
                  satisfies the requirements of the transitional rule of Section
                  242(b)(2) of the Tax Equity and Fiscal Responsibility Act of
                  1982.

         (c)      The entire account balance of each Participant shall be
                  distributed, beginning not later than the required beginning
                  date, in a single lump sum.

                                      -31-

                  The initial distribution shall be based on the Participant's
                  account balance as of the December 31 preceding the required
                  beginning date. During the calendar year which begins after
                  the required beginning date (and in each calendar year
                  thereafter), the Participant's entire account balance shall be
                  distributed in a single lump sum based on the value of such
                  account balance as of the first day of such calendar year.

         (d)      If a Participant dies before distribution of the Participant's
                  Account has begun in accordance with paragraph (c) above, the
                  Participant's entire vested Account must be distributed in a
                  lump sum within 90 days of the Participant's death unless the
                  Participant's Account is payable to or for the benefit of his
                  Spouse. If the Beneficiary is the Participant's Spouse, the
                  Spouse may delay a lump sum distribution of the Participant's
                  Account until the date on which the Participant would have
                  attained age 70-1/2.

         (e)      Notwithstanding anything to the contrary herein, distributions
                  under the Plan will comply with Treasury Regulations issued
                  under Code Section 401(a)(9) and any other provisions
                  reflecting Code Section 401(a)(9) as prescribed by the
                  Commissioner of the Internal Revenue Service.

8.06     Distributions Pursuant to Qualified Domestic Relations Orders.

         Notwithstanding anything to the contrary in this Plan, a "qualified
         domestic relations order", as defined in Code Section 414(p), may
         provide that any amount to be distributed to an alternate payee may be
         distributed immediately even though the Participant is not yet entitled
         to a distribution under the Plan. The intent of this Section is to
         provide for the distribution of benefits to an alternate payee as
         permitted by Treasury Regulation 1.401(a)-13(g)(3).

8.07     Direct Rollovers.

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

          (b)     Definitions.

                  Eligible Rollover Distribution. An Eligible Rollover
                  Distribution is any distribution of all or any portion of the
                  balance to the credit of the Distributee, except that an
                  Eligible Rollover Distribution does not include (i) any
                  distribution that is one of a series of substantially equal
                  periodic payments (not less frequently than annually) made for
                  the life (or life

                                      -32-

                  expectancy) of the Distributee or the joint lives (or joint
                  life expectancies) of the Distributee and the Distributee's
                  designated Beneficiary, or for a specified period of ten years
                  or more; (ii) any distribution to the extent such distribution
                  is required under Section 401(a)(9) of the Code; (iii) the
                  portion of any distribution that is not includible in gross
                  income (determined without regard to the exclusion for net
                  unrealized appreciation with respect to employer securities);
                  and (iv) effective as of January 1, 2000, hardship withdrawals
                  as defined in Code Section 401(k)(2)(B)(i)(IV) which are
                  attributable to the Participant's Pre-Tax Contributions.

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

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

                  Direct Rollover. A Direct Rollover is a payment by the Plan to
                  the Eligible Retirement Plan specified by the Distributee.

         (c)      Waiver of 30-day Notice. If a distribution is one to which
                  Sections 401(a)(11) and 417 of the Internal Revenue Code 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 Plan 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.

                                      -33-

8.08     Participant Withdrawals After Age 59-1/2.

         At any time after a Participant attains age 59-1/2, the Participant may
         elect to withdraw a part or all of his vested Account (including any
         earnings thereon). In no event shall a Participant be permitted to
         repay the amount of his or her in-service withdrawal. If the
         Participant withdraws only a portion of his vested Account, the
         Committee shall determine (in a nondiscriminatory manner) the source of
         the Accounts and Investment Funds from which the withdrawal shall be
         made.

9.01     Hardship Withdrawal of Account.

         (a)      In General. Any Participant may request the Committee to
                  distribute to him part or all of his vested Account (other
                  than amounts held in the Participant's Qualified Nonelective
                  Contribution Account, amounts used as collateral for a
                  Participant loan and certain earnings on the Participant's
                  Account as provided below). The Committee shall determine (in
                  a nondiscriminatory manner) the source of the Accounts (other
                  than the Accounts and amounts identified above) and Investment
                  Funds from which the withdrawal shall be made.

         (b)      No Distribution of Earnings. Income or gain that is allocated
                  to the Participant's Pre-Tax Contribution Account may not be
                  distributed in a hardship withdrawal.

9.02     Definition of Hardship.

         Hardship shall mean an immediate and heavy financial need experienced
         by reason of:

         (a)      Expenses of any accident to or sickness of such Participant,
                  his Spouse or his dependents or expenses necessary to provide
                  medical care for such Participant, his Spouse or his
                  dependents;

         (b)      Purchase of a primary residence for such Participant;

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

         (d)      The need to prevent the eviction of the Participant from his
                  principal residence or foreclosure on the Participant's
                  principal residence; or

         (e)      Other financial hardships as permitted by Treasury Regulations
                  or other regulatory or judicial authority and approved by the
                  Committee.

9.03     Maximum Hardship Distribution.

         A hardship distribution cannot exceed the amount required to meet the
         immediate financial need created by the hardship (after taking into
         account applicable

                                      -35-

         federal, state, or local income taxes and penalties) and not reasonably
         available from other resources of the Participant. In order to ensure
         compliance with this requirement, the Committee may require the
         Participant to satisfy any or all of the provisions described below in
         (a), (b), or (c) below as a condition precedent to the Participant
         receiving a hardship distribution:

         (a)      No Other Sources Available. Certification by the Participant
                  on a form provided by the Committee for such purpose that the
                  financial need cannot be relieved (1) through reimbursement or
                  payment by insurance; (2) by reasonable liquidation of the
                  Participant's assets; (3) by ceasing Pre-Tax Contributions
                  under the Plan; (4) by other in-service distributions
                  (including loans) under the Plan and under any other plan
                  maintained by the Employer; or (5) by borrowing from
                  commercial lenders on reasonable commercial terms.

         (b)      Receipt of all Distributions Available; Suspension of Future
                  Contributions. Receipt by the Participant of all distributions
                  that he is eligible to receive (including loans) under this
                  Plan and under any other plan maintained by the Employer.

                  In addition, the Participant must agree to the following
                  limitations and restrictions:

                  (1)      The Participant's Pre-Tax Contributions shall
                           automatically be suspended beginning on the first
                           payroll period that commences after such Participant
                           requests and receives a hardship distribution. Such
                           Participant may resume making Pre-Tax Contributions
                           only on the first day of a calendar month which is at
                           least 12 months after the effective date of such
                           suspension and only after informing the Committee in
                           writing at least 30 days (or such lesser time as
                           specified by the Committee) prior to the date on
                           which the Pre-Tax Contributions are to resume.
                           Hardship distributions made on or after January 1,
                           2002 shall result in a 6 month suspension rather than
                           a 12 month suspension.

                  (2)      The maximum Pre-Tax Contribution the Participant may
                           make for the calendar year following his hardship
                           distribution shall be reduced by the amount of
                           Pre-Tax Contributions made by the Participant during
                           the calendar year in which he received his hardship
                           distribution. This subparagraph (2) shall not be
                           effective on or after January 1, 2002.

                  (3)      The Participant shall be prohibited under a legally
                           enforceable agreement from making an employee
                           contribution to any other plan maintained by the
                           Employer for at least 12 months after the receipt

                                      -36-

                           of the hardship distribution. For this purpose, the
                           phrase "any other plan" includes all qualified and
                           nonqualified plans of deferred compensation, stock
                           option plans and stock purchase plans. It does not
                           include a health or welfare plan including one that
                           is part of a section 125 cafeteria plan. Effective
                           for hardship distributions made on or after January
                           1, 2002, the 12 month restriction described above
                           shall become a 6 month restriction.

9.04     Procedure to Request Hardship.

         The request to receive a hardship distribution shall be made on such
         forms and following such procedures as the Committee may prescribe from
         time to time. Under no circumstances shall the Committee permit a
         Participant to repay to the Plan the amount of any withdrawal by a
         Participant under this Section.

9.05     Authority to Establish Loan Program.

         The Committee is authorized and directed to administer the loan
         program.

9.06     Eligibility for Loans.

         Loans shall be available to all Participants on a reasonably equivalent
         basis. For the purposes of receiving a loan, the term "Participant"
         shall include any Former Participant who is a "party in interest" as
         defined in Section 3(14) of ERISA.

9.07     Loan Amount.

         (a)      Minimum Loan. No loan of less than $1,000 will be made.

         (b)      Maximum Loan. A loan to any Participant (determined
                  immediately after the origination of the loan) shall not
                  exceed the lesser of:

                  (1)      Fifty percent (50%) of the Participant's vested
                           balance in his Account as of the Valuation Date with
                           respect to which the loan is processed; or

                  (2)      $50,000, reduced by the excess (if any) of (A) the
                           highest outstanding balance of loans from the Plan
                           during the one-year period ending on the day before
                           the date on which such loan was made, over (B) the
                           outstanding loan balance of loans from the Plan on
                           the date on which the loan was made.

9.08     Maximum Number of Loans.

         No more than one loan may be made outstanding to any Participant at any
         time.

                                      -37-

9.09     Assignment of Account.

         Each loan shall be supported by the Participant's promissory note for
         the amount of the loan, including interest, payable to the order of the
         Trustee. In addition, each loan shall be supported by an assignment of
         the Participant's right, title and interest in and to his Account equal
         to the amount of the loan and shall be supported by any other
         reasonable security required by the Trustee.

9.10     Interest.

         Interest shall be charged on any such loan at a rate established from
         time to time by the Trustee provided such rate is equivalent to a rate
         that would be charged by a commercial lender for a similar loan.

9.11     Term of Loan.

         The maximum repayment term of any loan is five years unless the loan is
         used to acquire any dwelling unit which within a reasonable time after
         the loan is made is to be used as the principal residence of the
         Participant. The maximum repayment term for a loan used to acquire a
         dwelling unit shall be a reasonable time, as determined by the
         Committee, that may exceed five years but shall not exceed fifteen
         years. Except for Former Participants described in Section 9.06, the
         term of the loan may not extend beyond the Participant's Termination
         Date. The Committee may, in its discretion, establish a shorter
         repayment term than the maximum repayment term otherwise permitted
         under the Plan.

9.12     Level Amortization.

         Each loan shall provide for level amortization with payments to be made
         at such regular intervals as the Committee determines in its
         discretion, but not less frequently than once every three months over
         the term of the loan. Loans to Participants in active Employment shall
         be repaid through payroll deductions and the Participant shall be
         required to authorize such payroll deduction as a condition to
         receiving the loan.

9.13     Directed Investment.

         A Participant who requests a loan shall be deemed to have directed the
         Committee to invest assets held in his Account by the amount of the
         loan, and until such loan is repaid, such loan shall be considered a
         directed investment of the Participant's Account hereunder. The Plan
         monies which are used to fund the Participant loan shall be withdrawn
         from the Participant's Account in the following order (and principal
         and interest loan repayments shall be added back to such Accounts in

         Loan proceeds will be distributed as soon as practicable after the loan
         is approved and after the Participant completes all documentation
         necessary to make such loan.

9.16     Suspension of Loan Repayments During Military Service

         Loan repayments will be suspended under this Plan as permitted under
         Code Section 414(u)(4) (e.g., suspension of loan repayments during a
         Participant's periods of military service as defined in Code Section
         414(u)).

10.01    Named Fiduciaries.

         The following parties are named as Fiduciaries of the Plan and shall
         have the authority to control and manage the operation and

10.03    Trustee.

         The Trustee shall exercise all of the powers and duties assigned to the
         Trustee as set forth in the Trust Agreement. The Trustee shall have no
         other responsibilities with respect to the Plan.

10.04    Committee.

         (a)      A Committee of one or more individuals shall be appointed by
                  and serve at the pleasure of the Board or its Compensation and
                  Stock Option Committee to administer the Plan. Any
                  Participant, officer, or director of the Employer shall be
                  eligible to be appointed a member of the Committee and all
                  members shall serve as such without compensation. Upon
                  termination of his employment with the Employer, or upon
                  ceasing to be an officer or director, if not an employee, he
                  shall cease to be a member of the Committee. The Board or its
                  Compensation and Stock Option Committee shall have the right
                  to remove any member of the Committee at any time, with or
                  without cause. A member may resign at any time by written
                  notice to the Committee and the Board or its Compensation and
                  Stock Option Committee. If a vacancy in the Committee should
                  occur, a successor shall be appointed by the Board or its
                  Compensation and Stock Option Committee. The Committee shall
                  by written notice keep the Trustee notified of current
                  membership of the Committee, its officers and agents. The
                  Committee shall furnish the Trustee a certified signature card
                  for each member of the Committee and for all purposes
                  hereunder the Trustee shall be conclusively entitled to rely
                  upon such certified signatures.

         (b)      The Board or its Compensation and Stock Option Committee shall
                  appoint a Chairman and a Secretary from among the members of
                  the Committee. All resolutions, determinations and other
                  actions shall be by a majority vote of all members of the
                  Committee. The Committee may appoint such agents, who need not
                  be members of the Committee, as it deems necessary for the
                  effective performance of its duties, and may delegate to such
                  agents such powers and duties, whether ministerial or
                  discretionary, as the Committee deems expedient or
                  appropriate. The compensation of such agents shall be fixed by
                  the Committee; provided, however, that in no event shall
                  compensation be paid if such payment violates the provisions
                  of Section 408 of the Act and is not exempted from such
                  prohibitions by Section 408 of the Act.

         (c)      The Committee shall have complete control of the
                  administration of the Plan with all powers necessary to enable
                  it to properly carry out the provisions of the Plan. In
                  addition to all implied powers and responsibilities necessary
                  to carry out the objectives of the Plan and to

                                      -42-

                  comply with the requirements of the Act, the Committee shall
                  have the following specific powers and responsibilities:

                  (1)      To construe the Plan and Trust Agreement and to
                           determine all questions arising in the
                           administration, interpretation and operation of the
                           Plan;

                  (2)      To decide all questions relating to the eligibility
                           of Employees to participate in the benefits of the
                           Plan and Trust Agreement;

                  (3)      To determine the benefits of the Plan to which any
                           Participant, Beneficiary or other person may be
                           entitled;

                  (4)      To keep records of all acts and determinations of the
                           Committee, and to keep all such records, books of
                           accounts, data and other documents as may be
                           necessary for the proper administration of the Plan;

                  (5)      To prepare and distribute to all Plan Participants
                           and Beneficiaries information concerning the Plan and
                           their rights under the Plan, including, but not
                           limited to, all information which is required to be
                           distributed by the Act, the regulations thereunder,
                           or by any other applicable law;

                  (6)      To file with the Secretary of Labor such reports and
                           additional documents as may be required by the Act
                           and regulations issued thereunder, including, but not
                           limited to, summary plan description, modifications
                           and changes, annual reports, terminal reports and
                           supplementary reports;

                  (7)      To file with the Secretary of the Treasury all
                           reports and information required to be filed by the
                           Internal Revenue Code, the Act and regulations issued
                           under each;

                  (8)      To do all things necessary to operate and administer
                           the Plan in accordance with its provisions and in
                           compliance with applicable provisions of federal law;

                  (9)      To amend certain portions of this Plan as
                           specifically delegated to the Committee in this Plan
                           (e.g., any Schedule authorizing Affiliated Sponsors
                           to participate in the Plan, etc.), to amend the Plan
                           to comply with changes in law recommended by legal
                           counsel that are necessary to maintain the tax
                           qualified status of the Plan and to make other
                           amendments to the Plan that do not materially
                           increase the costs associated with the plan;

                  (10)     to appoint and remove the Trustee(s); and

                  (11)     to adopt procedures for providing adequate notice in
                           writing to any Participant or Beneficiary whose claim
                           for benefits under the Plan is denied, which notice
                           shall set forth the specific reasons for such denial
                           (written in a manner calculated to be understood by
                           the Participant or Beneficiary); and to provide a
                           procedure for affording a reasonable opportunity to
                           any Participant or Beneficiary whose claim for
                           benefits has been denied, a full and fair review by
                           the Committee of the decision denying the claim.

         (d)      To enable the Committee to perform its functions, the Employer
                  shall supply full and timely information of all matters
                  relating to the compensation and length of service of all
                  Participants, their retirement, death or other cause of
                  termination of employment, and such other pertinent facts as
                  the Committee may require. The Committee shall advise the
                  Trustee of such facts and issue to the Trustee such
                  instructions as may be required by the Trustee in the
                  administration of the Plan. The Committee and the Employer
                  shall be entitled to rely upon all certificates and reports
                  made by a Certified Public Accountant selected or approved by
                  the Employer. The Committee, the Employer and its officers and
                  the Trustee, shall be fully protected in respect of any action
                  suffered by them in good faith in reliance upon the advice or
                  opinion of any accountant or attorney, and all action so taken
                  or suffered shall be conclusive upon each of them and upon all
                  other persons interested in the Plan.

10.05    Standard of Fiduciary Duty.

         Any Fiduciary, or any person designated by a Fiduciary to carry out
         fiduciary responsibilities with respect to the Plan, shall discharge
         his duties solely in the interests of the Participants and
         Beneficiaries for the exclusive purpose of providing them with benefits
         and defraying the reasonable expenses of administering the Plan. Any
         Fiduciary shall discharge his duties with the care, skill, prudence and
         diligence under the circumstances then prevailing that a prudent man
         acting in a like capacity and familiar with such matter would use in
         the conduct of an enterprise of a like character and with like aims.
         Any Fiduciary shall discharge his duties in accordance with the
         documents and instruments governing the Plan insofar as such documents
         and instruments are consistent with the provisions of the Act.
         Notwithstanding any other provisions of the Plan, no Fiduciary shall be
         authorized to engage in any transaction which is prohibited by Sections
         408 and 2003(a) of the Act or Section 4975 of the Code in the
         performance of its duties hereunder.

10.06    Claims Procedure.

                                      -44-

         Any Participant, Former Participant, Beneficiary, or Spouse or
         authorized representative thereof (hereinafter referred to as
         "Claimant"), may file a claim for benefits under the Plan by submitting
         to the Committee a written statement describing the nature of the claim
         and requesting a determination of its validity under the terms of the
         Plan. Effective January 1, 2002, all applications for benefits must be
         submitted within the "applicable limitations period." The "applicable
         limitations period" shall be two years, beginning on (i) the date on
         which the payment was made, or (ii) for all other claims, the date on
         which the action complained or grieved of occurred. Within sixty (60)
         days after the date such claim is received by the Committee, it shall
         issue a ruling with respect to the claim.

         If special circumstances require an extension of time for processing,
         the Committee shall send the Claimant written notice of the extension
         prior to the termination of the 60-day period. In no case, however,
         shall the extension of time delay the Committee's decision on such
         appeal request beyond one hundred twenty (120) days following receipt
         of the actual request.

         If the claim is wholly or partially denied, written notice shall be
         furnished to the Claimant, which notice shall set forth in a manner

         Within sixty (60) days after the request for further review is
         received, the Committee shall review its determination of benefits and
         the reasons therefor and notify the Claimant in writing of its final
         decision.

         If special circumstances require an extension of time for processing,
         the Committee shall send the Claimant written notice of the extension
         prior to the termination of the 60-day period. In no case, however,
         shall the extension of time delay the Committee's decision on such
         appeal request beyond one hundred twenty (120) days following receipt
         of the actual request.

         Such written notice shall include specific reasons for the decision,
         written in a manner calculated to be understood by the Claimant, with
         specific references to the pertinent Plan provisions on which the
         decision is based. The decision of the Committee on any claim for
         benefits shall be final and conclusive upon all persons, and a
         Participant, or his Beneficiary or legal representative, shall not be
         permitted to bring suit at law or equity on an application without
         first exhausting the remedies available hereunder.

         Effective January 1, 2002, no action at law or in equity to recover
         under this Plan shall be commenced later than one year from the date of
         the decision on review (or if no decision is furnished within 120 days
         of receipt of the request for review, one year after the 120th day
         after receipt of the request for review).

10.07    Indemnification of Committee.

         To the extent permitted under the Act, the Plan shall indemnify the
         Board, the Compensation and Stock Option Committee and the Committee
         against any cost or liability which they may incur in the course of
         administering the Plan and executing the duties assigned pursuant to
         the Plan. The Employer shall indemnify the Committee, the Compensation
         and Stock Option Committee and the members of the Board against any
         personal liability or cost not provided for in the preceding sentence
         which they may incur as a result of any act or omission in relation to
         the Plan or its Participants. The Employer may purchase fiduciary
         liability insurance to insure its obligation under this Section.

11.01    Right to Amend.

         The Company intends for the Plan to be permanent so long as the
         corporation exists; however, (through action of the Board, Compensation
         and Stock Option Committee, or the Committee) it reserves the right to
         modify, alter, or amend this Plan or the Trust Agreement, from time to
         time, to any extent that it may deem advisable, including, but not
         limited to any amendment deemed necessary to ensure the continued
         qualification of the Plan under Sections 40l(a) and 401(k) of the Code
         or to ensure compliance with the Act; provided, however, that the
         Board, Compensation and Stock Option Committee, or the Committee shall
         not have the authority to amend this Plan in any manner which will:

         (a)      Permit any part of the Fund (other than such part as is
                  required to pay taxes and administrative expenses) to be used
                  for or diverted to purposes other than for the exclusive
                  benefit of the Participants or their Beneficiaries;

         (b)      Cause or permit any portion of the funds to revert to or
                  become the property of the Employer;

         (c)      Change the duties, liabilities, or responsibilities of the
                  Trustee without its prior written consent.

11.02    Termination or Discontinuance of Contributions.

         The Company (through action of the Board or Compensation and Stock
         Option Committee) shall have the right at any time to terminate this
         Plan (hereinafter referred to as "Plan Termination"). Upon Plan
         Termination, the Committee shall direct the Trustee with reference to
         the disposition of the Fund, after payment of any expenses properly
         chargeable against the Fund. The Trustee shall distribute all amounts
         held in Trust to the Participants and others entitled to Distributions
         in proportion to the Accounts of such Participants and other
         Distributees as of the date of such Termination. In the event that this
         Plan is partially terminated, then the provisions of this Section 11.02
         shall apply, but solely with respect to the Employees affected by the
         partial termination. The termination of sponsorship of the Plan by any
         Affiliated Sponsor shall not affect the sponsorship of the Plan by the
         Company or any other Affiliated Sponsor.

                                      -47-

11.03    IRS Approval of Termination.

         Notwithstanding Section 11.02, the Trustee shall not be required to
         make any Distribution from this Plan in the event of complete or
         partial termination until the authorized officials of the Internal
         Revenue Service shall have determined that there will be no liability
         against the Trustee by reason of such Distribution.

12.01    Definitions.

         Actual Contribution Percentage or ACP shall mean the ratio (expressed
         as a percentage) of (i) the sum of the Employer Matching Contributions
         on behalf of the Participant for the Plan Year and, to the extent
         permitted in Treasury Regulations and elected by the Employer, the
         Participant's Qualified Elective Deferrals and Qualified Nonelective
         Contributions to (ii) the Participant's Compensation for the Plan Year.
         The Employer, on an annual basis, may elect to include or not to
         include Qualified Elective Deferrals and Qualified Nonelective
         Contributions in computing the ACP for a Plan Year. An Employer may
         elect on an annual basis to count a Participant's Employer Matching
         Contribution toward satisfying the required minimum contribution under
         Section 15.03 (minimum contribution for Non-Key Employees in a
         top-heavy plan) in lieu of including such contributions in the ACP. If
         a Participant (as defined below) does not receive an allocation of
         Employer Contributions for a Plan Year, such Participant's ACP for the
         Plan Year shall be zero.

         Actual Deferral Percentage or ADP shall mean the ratio (expressed as a
         percentage) of (i) the sum of Pre-Tax Contributions on behalf of a
         Participant for the Plan Year (excluding any Excess Deferrals by a
         Non-highly Compensated Employee) and, to the extent permitted in
         Treasury Regulations and elected by the Employer, the Participant's
         Qualified Nonelective Contributions to (ii) the Participant's
         Compensation for the Plan Year. The Employer, on an annual basis, may
         elect to include or not to include Qualified Nonelective Contributions
         in computing the ADP for a Plan Year. In the case of a Participant (as
         defined below) who does not make a Pre-Tax Contribution for a Plan Year
         and is not allocated a Qualified Nonelective Contribution for such Plan
         Year, such Participant's ADP for the Plan Year shall be zero.

         Average Actual Contribution Percentage shall mean the average
         (expressed as a percentage) of the Actual Contribution Percentages of
         the Participants in a group. The percentage shall be rounded to the
         nearest one-hundredth of one percent (four decimal places).

         Average Actual Deferral Percentage shall mean the average (expressed as
         a percentage) of the Actual Deferral Percentages of the Participants in
         a group. The percentage shall be rounded to the nearest one-hundredth
         of one percent (four decimal places).

                                      -49-

         Combined ADP and ACP Test shall have the meaning as defined in Section
         12.09.

         Compensation for purposes of this Article 12 shall be that definition
         selected by the Committee that satisfies the requirements of Code
         Sections 414(s) and 401(a)(17). Such definition may change from year to
         year but must apply uniformly among all Eligible Employees being tested
         under the Plan for a given Plan Year and among all Employees being
         tested under any other plan that is aggregated with this Plan during
         the Plan Year. If the Committee fails to select a definition of
         Compensation for purposes of this Article 12, Compensation (for
         purposes of Article 12) shall have the same meaning as defined in
         Article 2.

         Employer Matching Contributions. For purposes of this Article 12, an
         Employer Matching Contribution for a particular Plan Year includes only
         those contributions that are (i) allocated to the Participant's Account
         under the Plan as of any date within such Plan Year, (ii) contributed
         to the Trust no later than the end of the 12-month period following the
         close of such Plan Year, and (iii) made on account of such
         Participant's Pre-Tax Contributions for the Plan Year.

         Excess Deferrals shall have that meaning as defined in Section 12.02.

         Excess ACP Contributions shall have that meaning as defined in Section
         12.08.

         Excess ADP Deferrals shall have that meaning as defined in Section
         12.05.

         Highly Compensated Employee. See Article 13.

         Maximum Combined Percentage shall have the meaning as defined in
         Section 12.09(c).

         Non-highly Compensated Employee. See Article 13.

         Participant. For purposes of computing the Average Actual Contribution
         Percentage and related provisions of this Article 12, a Participant
         shall mean any Eligible Employee who (i) is eligible to receive an
         allocation of an Employer Matching Contribution, even if no Employer
         Matching Contribution is allocated due to the Eligible Employee's
         failure to make a required Pre-Tax Contribution or (ii) is unable to
         receive an Employer Matching Contribution because his or her
         Compensation is less than a stated amount. For purposes of computing
         the Average Actual Deferral Percentage and related provisions of this
         Article 12, a Participant shall mean any Eligible Employee who (i) is
         eligible to make a Pre-Tax Contribution, including an Eligible Employee
         whose right to make Pre-Tax Contributions has been suspended because of
         an election not to participate or a hardship distribution and (ii) is
         unable to make a Pre-Tax Contribution because his Compensation is less
         than a stated amount.

                                      -50-

         Pre-Tax Contributions. For purposes of this Article 12, a Pre-Tax
         Contribution is taken into account only if the contribution (i) is
         allocated to the Participant's Account under the terms of the Plan as
         of any date within the Plan Year, and (ii) relates to Compensation that
         would have been received by the Participant during the Plan Year or
         within 2-1/2 months after the Plan Year but for the deferral election.
         A Pre-Tax Contribution is considered to be allocated as of a date
         within a Plan Year only if the allocation is not contingent on
         participation in the Plan or performance of service after the Plan Year
         to which the Pre-Tax Contribution relates.

         Qualified Elective Deferral shall mean Pre-Tax Contributions designated
         by the Committee as Qualified Elective Deferrals in order to meet the
         ACP testing requirements of Section 12.06. In addition, the following
         requirements must be satisfied:

         (a)      The aggregate of all Pre-Tax Contributions for the Plan Year
                  (including the Qualified Elective Deferrals) must satisfy the
                  ADP testing requirements set forth in Section 12.03(a).

         (b)      The aggregate of all Pre-Tax Contributions for the Plan Year
                  (excluding the Qualified Elective Deferrals) must satisfy the
                  ADP testing requirements set forth in Section 12.03(a).

         (c)      Qualified Elective Deferrals must satisfy all other provisions
                  of this Plan applicable to Pre-Tax Contributions and shall
                  remain part of the Participant's Pre-Tax Contribution Account.

         (d)      Except as provided by this definition, Qualified Elective
                  Deferrals shall be excluded in determining whether any other
                  contribution or benefit satisfies the nondiscrimination
                  requirements of Code Sections 401(a)(4) and 401(k)(3).

         Qualified Nonelective Contribution shall mean an Employer contribution
         designated by the Committee as a Qualified Nonelective Contribution in
         order to meet the ADP testing requirements of Section 12.03 or the ACP
         testing requirements of Section 12.06. In addition, the following
         requirements must be satisfied:

         (a)      The Qualified Nonelective Contribution, whether or not used to
                  satisfy the requirements of Sections 12.03 or 12.06, must meet
                  the requirements of Code Section 401(a)(4).

         (b)      Qualified Nonelective Contributions which are taken into
                  account in order to meet the requirements of Section 12.03 or
                  12.06 (as applicable) shall

                                      -51-

                  not be counted in determining whether the testing requirements
                  of any of such other Sections are met.

         (c)      The Qualified Nonelective Contributions shall be subject to
                  all provisions of this Plan applicable to Pre-Tax
                  Contributions (except that Qualified Nonelective Contributions
                  cannot be distributed in a hardship distribution).

         (d)      Except as provided in this paragraph, the Qualified
                  Nonelective Contributions shall be excluded in determining
                  whether any other contribution or benefit satisfies the
                  nondiscrimination requirements of Code Sections 401(a)(4) and
                  401(k)(3).

12.02    Limit on Pre-Tax Contributions.

         (a)      Notwithstanding any other provision of the Plan to the
                  contrary, the aggregate of a Participant's Pre-Tax
                  Contributions during a calendar year may not exceed $10,500,
                  which will increase to $11,000 in 2002 (or such greater amount
                  as established by the Secretary of the Treasury pursuant to
                  Code Section 402(g)(5)). Any Pre-Tax Contributions in excess
                  of the foregoing limit ("Excess Deferral"), plus any income
                  and minus any loss allocable thereto, may be distributed to
                  the applicable Participant no later than April 15 following
                  the calendar year in which the Pre-Tax Contributions were
                  made.

         (b)      Any Participant who has an Excess Deferral during a calendar
                  year may receive a distribution of the Excess Deferral during
                  such calendar year plus any income or minus any loss allocable
                  thereto, provided (1) the Participant requests (or is deemed
                  to request) the distribution of the Excess Deferral, (2) the
                  distribution occurs after the date the Excess Deferral arose,
                  and (3) the Committee designates the distribution as a
                  distribution of an Excess Deferral.

         (c)      If a Participant makes a Pre-Tax Contribution under this Plan
                  and in the same calendar year makes a contribution to a
                  Code Section 401(k) plan containing a cash or deferred
                  arrangement (other than this Plan), a Code Section 408(k) plan
                  (simplified employee pension plan) or a Code Section 403(b)
                  plan (tax sheltered annuity) and, after the return of any
                  Excess Deferral pursuant to Section 12.02(a) and (b) the
                  aggregate of all such Pre-Tax Contributions and contributions
                  exceed the limitations contained in Code Section 402(g), then
                  such Participant may request that the Committee return all or
                  a portion of the Participant's Pre-Tax Contributions for the
                  calendar year plus any income and minus any loss allocable
                  thereto. The amount by which such Pre-Tax Contributions and
                  contributions exceed the Code Section 402(g) limitations will
                  also be known as an Excess Deferral.

         For Plan Years beginning before January 1, 2002, the following
         provisions regarding the Combined ACP and ADP Test apply. Theses
         provisions no longer apply effective January 1, 2002.

         (a)      The Plan must satisfy the Combined ACP and ADP Test described
                  in this Section 12.09 only if (1) the Average Actual Deferral
                  Percentage of the Highly Compensated Employees exceeds 125% of
                  the Average Actual Deferral Percentage of the Non-highly
                  Compensated Employees and (2) the Average Actual Contribution
                  Percentage of the Highly Compensated Employees exceeds 125% of
                  the Average Actual Contribution Percentage of the Non-highly
                  Compensated Employees.

         (b)      The Combined ACP and ADP Test is satisfied if the sum of the
                  Highly Compensated Employees' Average Actual Deferral
                  Percentage and Average Actual Contribution Percentage is equal
                  to or less than the Maximum Combined Percentage defined in
                  paragraph (c) below.

         (c)      The Maximum Combined Percentage shall be determined by
                  adjusting the Non-highly Compensated Employees' Average Actual
                  Deferral Percentage and Average Actual Contribution Percentage
                  in the following manner:

                  (1)      The greater of the two percentages shall be
                           multiplied by 1.25; and

                  (2)      The lesser of the two percentages shall be increased
                           by two percentage points; however, in no event shall
                           such adjusted percentage exceed twice the original
                           percentage.

                  The sum of (1) and (2) shall be the Maximum Combined
                  Percentage.

                  Notwithstanding the foregoing, the Maximum Combined Percentage
                  shall be determined in the following manner if such
                  calculation results in a higher Maximum Combined Percentage
                  than the formula specified above:

                  (1)      The lesser of the Average Actual Deferral Percentage
                           and Average Actual Contribution Percentage of the
                           Non-Highly Compensated Employees shall be multiplied
                           by 1.25; and

                  (2)      The greater of such two percentages shall be
                           increased by two percentage points; however, in no
                           event shall such percentage exceed twice the original
                           percentage.

         (d)      In the event the Plan does not satisfy the Combined ADP and
                  ACP Test, the Highly Compensated Employees' Average Actual
                  Contribution Percentage shall be decreased by either
                  distributing Employer Matching Contributions to certain Highly
                  Compensated Employees by using the

                                      -60-

                  procedures described in Section 12.08 or by making a Qualified
                  Nonelective Contribution as provided in Section 12.06(b)(3)
                  until the sum of such percentage and the Highly Compensated
                  Employees' Average Actual Deferral Percentage equals the
                  Maximum Combined Percentage.

         (e)      If Employer Matching Contributions are distributed to certain
                  Highly Compensated Employees in order to satisfy the Combined
                  ADP and ACP Test, income or loss allocable to such Employer
                  Matching Contributions shall also be distributed.

         (f)      To the extent administratively possible, the Committee shall
                  distribute the Employer Matching Contributions (if applicable)
                  and allocable income or loss prior to 2-1/2 months following
                  the end of the Plan Year for which the Combined ADP and ACP
                  Test is computed. In any event, however, such Employer
                  Matching Contributions (if applicable) and allocable income or
                  loss shall be distributed by the end of the Plan Year
                  following the Plan Year for which the Combined ADP and ACP
                  Test is computed. Employer Matching Contributions that are
                  distributed pursuant to this Section 12.09 shall be treated as
                  Annual Additions under the Plan.

         (g)      The income or loss allocable to returned Employer Matching
                  Contributions shall be determined using the same procedures as
                  Section 12.05(c).

12.10    Order of Applying Certain Sections of Article.

         In applying the provisions of this Article 12, the determination and
         distribution of Excess Deferrals shall be made first, the determination
         and elimination of Excess ACP Deferrals shall be made second, the
         determination and elimination of Excess ADP Contributions shall be made
         third and finally, to the extent applicable, the determination and any
         necessary adjustment related to the Combined ADP and ACP Test shall be
         made.

13.01    In General.

         For the purposes of this Plan, the term "Highly Compensated Employee"
         is any active Employee described in Section 13.02 below and any Former
         Employee described in Section 13.03 below. Various definitions used in
         this Section are contained in Section 13.04. A Non-highly Compensated
         Employee is an Employee who is not a Highly Compensated Employee.

13.02    Highly Compensated Employee.

         (a)      Look-Back Year. An Employee is a Highly Compensated Employee
                  if during a Look Back Year the Employee:

                  (1)      is a 5 Percent Owner; or

                  (2)      receives Compensation in excess of $85,000.

                  The dollar amount described above shall be increased annually
                  as provided in Code Section 414(q)(1).

         (b)      Current Year. An Employee is a Highly Compensated Employee if
                  during a Current Year the Employee is a 5 Percent Owner.

         (c)      This Section 13.02 shall be effective January 1, 1997.

13.03    Former Highly Compensated Employee.

         A Former Employee is a Highly Compensated Employee if (applying the
         rules of Section 13.02(a) or (b)) the Former Employee was a Highly
         Compensated Employee during a Separation Year or during any Current
         Year ending on or after the Former Employee's 55th birthday.

13.04    Definitions.

         The following special definitions shall apply to this Article 13:

         Compensation for purposes of this Article 13 shall mean any definition
         of Compensation that satisfies the requirements of Code Section 414(q).
         If no such definition is elected by the Committee, Compensation shall
         mean the gross annual earnings reported on the Participant's IRS Form
         W-2 (box 1 or its comparable

                                      -62-

         location as provided on Form W-2 in future years) as required by Code
         Sections 6041(d) and 6051(a)(3). In addition, Compensation shall
         include compensation which is not includible in the Participant's IRS
         Form W-2 (Box 1) by reason of Code Section 402(a)(8) (employee Salary
         Deferrals under a Code Section 401(k) plan) or Code Section 125 (salary
         deferrals under a cafeteria plan). Compensation shall not include
         amounts paid or reimbursed by the Employer for moving expenses if, at
         the time of the payment of such moving expenses, it is reasonable to
         believe that the moving expenses will be deductible by the Participant
         under Code Section 217. Compensation shall be determined by ignoring
         any income exclusions under Code Section 3401(a) based on the nature or
         location of employment. In no event shall more than $170,000 (as
         adjusted annually pursuant to Code Section 401(a)(17)) in Compensation
         be taken into account for any Employee. Compensation shall also include
         salary deferrals for qualified transportation fringe benefits under
         Code Section 132(f).

         Current Year shall mean the current Plan Year.

         Employer for purposes of this Article 13 shall mean the Employer and
         its Affiliates.

         5 Percent Owner shall mean any Employee who owns or is deemed to own
         (within the meaning of Code Section 318), more than five percent of the
         value of the outstanding stock of the Employer or stock possessing more
         than five percent of the total combined voting power of the Employer.

         Former Employee shall mean an Employee (i) who has incurred a Severance
         from Service Date or (ii) who remains employed by the Employer but who
         has not performed services for the Employer during the Current Year
         (e.g., an Employee on Authorized Absence).

         Look Back Year shall mean the Plan Year preceding the Current Year, or
         if the Employer elects (and such election is available to the
         Employer), the calendar year ending with or within the Current Year.

         Separation Year shall mean any of the following years:

         (1)      An Employee who incurs a Termination Date shall have a
                  Separation Year in the Current Year in which such Termination
                  Date occurs;

         (2)      An Employee who remains employed by the Employer but who
                  temporarily ceases to perform services for the Employer (e.g.,
                  an Employee on an Authorized Absence) shall have a Separation
                  Year in the calendar year in which he last performs services
                  for the Employer;

         (3)      An Employee who remains employed by the Employer but whose
                  Compensation for a calendar year is less than 50% of the
                  Employee's average annual Compensation for the immediately
                  preceding three calendar years (or the Employee's total years
                  of employment, if less) shall have a Separation Year in such
                  calendar year. However, such Separation Year shall be ignored
                  if the Employee remains employed by the Employer and the
                  Employee's Compensation returns to a level comparable to the
                  Employee's Compensation immediately prior to such Separation
                  Year.

13.05    Other Methods Permissible.

         To the extent permitted by the Code, judicial decisions, Treasury
         Regulations and IRS pronouncements, the Committee may (without further
         amendment to this Plan) take such other steps and actions or adopt such
         other methods or procedures (in addition to those methods and
         procedures described in this Article 13) to determine and identify
         Highly Compensated Employees (including adopting alternative
         definitions of Compensation which satisfy Code Section 414(q)(7) and
         are uniformly applied).

                  to these provisions causes the limitations of Section 415 of
                  the Code to be exceeded with respect to each Participant for
                  the Limitation Year, then any such excess shall be held
                  unallocated in an account (the "415 Suspense Account"). If the
                  415 Suspense Account is in existence at any time during a
                  Limitation Year, other than the Limitation Year described in
                  the preceding sentence, all amounts in the 415 Suspense
                  Account shall be allocated and reallocated to Participants'
                  Accounts (subject to the limitations of Code Section 415)
                  before any Contributions which would constitute Annual
                  Additions may be made to the Plan for that Limitation Year.

         (e)      If the Participant is covered under another qualified defined
                  contribution plan maintained by an Employer during any
                  Limitation Year, the Annual Additions which may be credited to
                  a Participant's account under this Plan for any such
                  Limitation Year shall not exceed the maximum permissible
                  amount reduced by the Annual Additions credited to a
                  Participant's account under all such plans for the same
                  Limitation Year. If a Participant's Annual Additions under
                  this Plan and such other plans would result in an excess
                  amount for a Limitation Year, the excess amount will be deemed
                  to consist of the Annual Additions last allocated (and for
                  this purpose, Employer Contributions shall be deemed to be
                  allocated after Pre-Tax Contributions). If an excess amount is
                  allocated to a Participant on an allocation date of this Plan
                  which coincides with an allocation date of another plan, the
                  excess amount attributed to this Plan will be the product of

                  (1)      the total excess amount as of such date, times

                  (2)      the ratio of (A) the Annual Additions allocated to
                           the Participant for the Limitation Year as of such
                           date under this Plan to (B) the total Annual
                           Additions allocated to the Participant for the
                           Limitation Year as of such date under this and all
                           the other qualified defined contribution plans
                           maintained by the Employer.

         Any excess amount attributed to this Plan will be disposed in the
         manner described in this Section 14.01 above.

14.02    Combined Plan Limitation Repealed.

         Effective January 1, 2000, the combined plan test of Code Section 415
         is repealed and no longer applicable.

14.03    Definitions. For the purposes of this Article 14, the following

15.01    General.

         The provisions of this Article of the Plan shall become effective in
         any Plan Year in which the Plan is determined to be Top Heavy and shall
         supersede any conflicting provision of this Plan.

15.02    Definitions.

         (a)      Top Heavy. The Plan shall be Top Heavy for the Plan Year if,
                  as of the Valuation Date which coincides with or immediately
                  precedes the Determination Date, the value of the Participant
                  Accounts of Key Employees exceeds 60% of the value of all
                  Participant Accounts. If the Employer maintains more than one
                  plan, all plans in which any Key Employee participates and all
                  plans which enable this Plan to satisfy the
                  anti-discrimination requirements of Code Sections 401(a)(4)
                  and 410 must be combined with this Plan ( "Required
                  Aggregation Group") for the purposes of applying the 60% test
                  described in the preceding sentence. Plans maintained by the
                  Employer which are not in the required aggregation group may
                  be combined at the Employer's election with this Plan for the
                  purposes of determining Top Heavy status if the combined plan
                  satisfies the requirements of Code Section 401(a)(4) and 410 (
                  "Permissive Aggregation Group"). In determining the value of
                  Participant Accounts, all distributions made during the
                  five-year period ending on the Determination Date shall be
                  included and any unallocated Employer Contributions or
                  forfeitures attributable to the Plan Year in which the
                  Determination Date falls shall also be included. The Account
                  of (i) any Employee who at one time was a Key Employee but who
                  is not a Key Employee for any of the five Plan Years ending on
                  the Determination Date; and (ii) any Employee who has not
                  performed services for the Employer or a related employer
                  maintaining a plan in the aggregation group for the five Plan
                  Years ending on the Determination Date, shall be disregarded
                  in determining Top Heavy status.

                  If the Employer maintains a defined benefit plan during the
                  Plan Year which is subject to aggregation with this Plan, the
                  60% test shall be applied after calculating the present value
                  of the Participants' accrued benefits under the defined
                  benefit plan in accordance with the rules set forth in that
                  plan and combining the present value of such accrued benefits
                  with the Participant's account balances under this Plan.

                                      -68-

                  Effective January 1, 1987, solely for the purpose of
                  determining if the Plan, or any other plan included in the
                  Required Aggregation Group, is Top-Heavy, a Non-Key Employee's
                  accrued benefit in a defined benefit plan shall be determined
                  under (i) the method, if any, that uniformly applies for
                  accrual purposes under all plans maintained by the Affiliates,
                  or (ii) if there is no such method, as if such benefit accrued
                  not more rapidly than the slowest accrual rate permitted under
                  the fractional accrual rate of Code Section 411(b)(1)(C).

         (b)      Key Employee. Any employee of the Employer who, during the
                  Plan Year or the four preceding Plan Years was an officer
                  receiving Compensation in excess of 50% of the limit described
                  in Code Section 415(b)(1)(A), one of the ten employees of the
                  Employer owning the largest interests in the Employer and
                  receiving Compensation equal to or greater than the dollar
                  limit described in Code Section 415(c)(1)(A), a greater than
                  5% owner of the Employer, a greater than 1% owner of the
                  Employer receiving Compensation in excess of $150,000, or the
                  Beneficiary of a Key Employee. The Code Section 415(b)(1)(A)
                  and 415(c)(1)(A) limits referred to in the preceding sentence
                  shall be the specified dollar limit plus any increases
                  reflecting cost of living adjustments specified by the
                  Secretary of the Treasury.

         (c)      Determination Date. The last day of the Plan Year immediately
                  preceding the Plan Year for which Top Heavy status is
                  determined. For the first Plan Year, the Determination Date
                  shall be the last day of the first Plan Year.

                  Article 12 shall not be considered in determining whether a
                  Non-Key Employee has received the minimum contribution
                  required by this Section 15.03.

         (b)      The minimum allocation is determined without regard to any
                  Social Security contribution and shall be made even though,
                  under other Plan provisions, the Non-Key Employee would have
                  received a lesser allocation or no allocation for the Plan
                  Year because of the Non-Key Employee's failure to complete
                  1,000 Hours of Service, his failure to make mandatory employee
                  contributions, or his earning compensation less than a stated
                  amount.

         (c)      If the Employer maintains a defined benefit plan in addition
                  to this Plan, the minimum contribution and benefit
                  requirements for both plans in a Top Heavy Plan Year may be
                  satisfied by an allocation of Employer Contributions to the
                  Account of each Non-Key Employee in the amount of 5% of the
                  Non-Key Employee's compensation.

15.04    Combined Plan Limitation For Top-Heavy Years Repealed.

         Effective January 1, 2000, adjustments to the combined plan limitation
         of Code Section 415 for top heavy plans are repealed and no longer
         applicable.

16.01    Headings.

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

16.02    Action by Employer.

         Any action by an Employer under this Plan shall be by resolution of its
         Board of Directors, or by any person or persons duly authorized by
         resolution of said Board to take such action.

16.03    Spendthrift Clause.

         Except as otherwise required by (1) a "qualified domestic relations
         order" as defined in Code Section 414(p), or (2) a judgment, order,
         decree or settlement agreement described in Code Section 401(a)(13)(C)
         entered on or after January 1, 2002, none of the benefits, payments,
         proceeds or distributions under this Plan shall be subject to the claim
         of any creditor of any Participant or Beneficiary, or to any legal
         process by any creditor of such Participant or Beneficiary, and none of
         them shall have any right to alienate, commute, anticipate or assign
         any of the benefits, payments, proceeds or distributions under this
         Plan except for the extent expressly provided herein to the contrary.
         If any Participant shall attempt to dispose of the benefits provided
         for him hereunder, or to dispose of the right to receive such benefits,
         or in the event there should be an effort to seize such benefits or the
         right to receive such benefits by attachment, execution or other legal
         or equitable process, such right to benefits shall pass and be
         transferred, at the discretion of the Plan Administrator, to such one
         or more as may be appointed by the Plan Administrator from among the
         Beneficiaries, if any theretofore designated by the Participant, or
         from the spouse, children or other dependents of the Participant, in
         such shares as the Committee may appoint. Any appointment so made by
         the Committee may be revoked by it at any time and further appointment
         made by it which may include the Participant.

16.04    Distributions Upon Termination of Plan.

         Subject to Section 11.03, Pre-Tax Contributions and any income
         attributable thereto, shall be distributed to Participants or their
         Beneficiaries as soon as administratively feasible after the
         termination of the Plan, provided that neither the Employer nor its
         Affiliates maintain a "successor plan," as defined in

                                      -71-

         Treasury Regulation Section 1.401(k)-1(d)(3) or any successor Treasury
         Regulation thereto.

16.05    Discrimination.

         The Employer, the Committee, the Trustee and all other persons involved
         in the administration and operation of the Plan shall administer and
         operate the Plan and Trust in a uniform and consistent manner with
         respect to all Participants similarly situated and shall not permit
         discrimination in favor of Highly Compensated Employees.

16.06    Release.

         Any payment to a Participant or Beneficiary, or to their legal
         representatives, in accordance with the provisions of this Plan, shall
         to the extent thereof be in full satisfaction of all claims hereunder
         against the Trustee, Plan Administrator, Committee and the Employer,
         any of whom may require such Participant, Beneficiary, or legal
         representative, as a condition precedent to such payment, to execute a
         receipt and release therefor in such form as shall be determined by the
         Trustee, the Committee, or the Employer, as the case may be.

16.07    Compliance with Applicable Laws.

         The Company, through the Plan Administrator, shall interpret and
         administer the Plan in such manner that the Plan and Trust shall remain
         in compliance with the Code, with the Act, and all other applicable
         laws, regulations, and rulings.

16.08    Agent for Service of Process.

         The agent for service of process of this Plan shall be the person
         listed from time to time in the current records of the Secretary of
         State of Georgia as the agent for the service of process for the
         Company.

16.09    Merger.

         In the event of any merger or consolidation of the Plan with any other
         Plan, or the transfer of assets or liabilities by the Plan to another
         Plan, each Participant must receive (assuming that the Plan would
         terminate) the benefit immediately after the merger, consolidation, or
         transfer which is equal to or greater than the benefit such Participant
         would have been entitled to receive immediately before the merger,
         consolidation, or transfer (assuming that the Plan had then
         terminated), provided such merger, consolidation, or transfer took
         place after the date of enactment of the Act.

16.10    Governing Law.

                                      -72-

         The Plan shall be governed by the laws of the State of Georgia to the
         extent that such laws are not preempted by Federal law.

16.11    Adoption of the Plan by an Affiliated Sponsor.

         (a)      The Committee shall determine which employers shall become
                  Affiliated Sponsors within the terms of the Plan. In order for
                  the Committee to designate an Employer as an Affiliated
                  Sponsor, the Committee must approve the addition of the
                  Affiliated Sponsor's identity to Schedule A or Schedule B
                  (which approval may be retroactive to an earlier effective
                  date). The Committee may also specify such terms and
                  conditions pertaining to the adoption of the Plan by the
                  Affiliated Sponsor as the Committee deems appropriate. With
                  the Committee's consent, an Affiliated Sponsor may limit
                  participation in the Plan to certain of its Employees.

         (b)      The Plan of the Affiliated Sponsor and of the Company shall be
                  considered a single plan for purposes of Treasury
                  Regulations Section 1.414(1)-1(b)(1). All assets contributed
                  to the Plan by the Affiliated Sponsor shall be held in a
                  single fund together with the assets contributed by the
                  Company (and with the assets of any other Affiliated
                  Sponsors); and so long as the Affiliated Sponsor continues to
                  be designated as such, all assets held in such fund shall be
                  available to pay benefits to all Participants and
                  Beneficiaries covered by the Plan irrespective of whether such
                  Employees are employed by the Company or by the Affiliated
                  Sponsor. Nothing contained herein shall be construed to
                  prohibit the separate accounting of assets contributed by the
                  Company and the Affiliated Sponsors for purposes of cost
                  allocation if directed by the Committee or the holding of Plan
                  assets in more than one Trust Fund with more than one Trustee.

         (c)      So long as the Affiliated Sponsor's designation as such
                  remains in effect, the Affiliated Sponsor shall be bound by,
                  and subject to all provisions of the Plan and the Trust
                  Agreement. The exclusive authority to amend the Plan and the
                  Trust Agreement shall be vested in the Board, its Compensation
                  and Stock Option Committee and the Committee and no Affiliated
                  Sponsor shall have any right to amend the Plan or the Trust
                  Agreement. Any amendment to the Plan or the Trust Agreement
                  adopted by the Board, its Compensation and Stock Option
                  Committee or the Committee shall be binding upon every
                  Affiliated Sponsor without further action by such Affiliated
                  Sponsor.

         (d)      Each Affiliated Sponsor shall be solely responsible for making
                  an Employer Contribution with respect to its Employees and
                  solely

                                      -73-

                  responsible for making any contribution required by Article
                  15. Furthermore, if an Affiliated Sponsor determines to make a
                  Qualified Nonelective Contribution on behalf of its Employees,
                  such Affiliated Sponsor shall be solely responsible for making
                  such contribution. Neither the Company nor any other
                  Affiliated Sponsor is obligated to make an Employer Matching
                  Contribution or Qualified Nonelective Contribution on behalf
                  of the Employees of a different Affiliated Sponsor.

         (e)      The Company and each Affiliated Sponsor which is an Affiliate
                  will be tested on a combined basis to determine whether the
                  Company and such Affiliated Sponsors satisfy the Average
                  Actual Deferral Percentage Test described in Section 12.03 and
                  the Average Actual Contribution Percentage test described in
                  Section 12.06. An Affiliated Sponsor which is not an Affiliate
                  shall be tested separately from the Company and those
                  Affiliated Sponsors that are Affiliates for purposes of the
                  ADP test and ACP test described in Article 12.

         (f)      No Affiliated Sponsor other than the Company shall have the
                  right to terminate the Plan. However, any Affiliated Sponsor
                  may withdraw from the Plan by action of its board of directors
                  provided such action is communicated in writing to the
                  Committee. The withdrawal of an Affiliated Sponsor shall be
                  effective as of the last day of the Plan Year following
                  receipt of the notice of withdrawal (unless the Committee
                  consents to a different effective date). In addition, the
                  Committee may terminate the designation of an Affiliated
                  Sponsor to be effective on such date as the Committee
                  specifies. Any such Affiliated Sponsor which ceases to be an
                  Affiliated Sponsor shall be liable for all cost accrued
                  through the effective date of its withdrawal or termination
                  and any contributions owing as a result of Pre-Tax
                  Contributions by its Employees or any other contribution as
                  provided in paragraphs (d) and (e). In the event of the
                  withdrawal or termination of an Affiliated Sponsor as provided
                  in this paragraph, such Affiliated Sponsor shall have no right
                  to direct that assets of the Plan be transferred to a
                  successor plan for its Employees unless such a transfer is
                  approved by the Committee in its sole discretion.

16.12    Protected Benefits.

         Early retirement benefits, retirement-type subsidies, or optional forms
         of benefits protected under Code Section 411(d)(6) ("Protected
         Benefits") shall not be reduced or eliminated with respect to benefits
         accrued under such Protected Benefits unless such reduction or
         elimination is permitted under the Code authority issued by the
         Internal Revenue Service, or judicial authority.

                                      -74-

16.13    Location of Participant or Beneficiary Unknown.

         In the event that all or any portion of the distribution payable to a
         Participant or his Beneficiary shall remain unpaid solely by reason of
         the Committee's inability to ascertain the whereabouts of such
         Participant or Beneficiary, the amount unpaid shall be forfeited.
         However, such forfeiture shall not occur until five (5) years after the
         amount first became payable. The Committee shall make a diligent effort
         to locate the Participant or Beneficiary, including the mailing of a
         registered letter, return receipt requested, to the last known address
         of such Participant or Beneficiary. In the event a Participant or
         Beneficiary is located subsequent to his benefit being forfeited, such
         benefit shall be restored and distributed.

16.14    Qualified Military Service.

         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 Code Section
         414(u). It is the intent of this Section 16.14 to adopt the IRS model
         amendment set forth in Rev. Proc. 96-49 for the purposes set forth in
         such revenue procedure.

16.15    Use of Electronic Media.

         Notwithstanding any provision of the Plan to the contrary, the Plan may
         fulfill any notice, election, consent, disclosure, or other requirement
         using electronic media, to the extent permitted by relevant guidance
         from the Internal Revenue Service or the Department of Labor.
         Electronic media includes, but is not limited to, e-mail, Internet,
         intranet systems, voice response, telephone, or other paperless
         systems. Accordingly, any requirement in the Plan or applicable law or
         regulations that a particular action be done in writing may be
         fulfilled electronically, to the extent permitted by the Internal
         Revenue Service or the Department of Labor.

17.01    Background.

         (a)      Adoption and effective date of amendment. This Article 17 is
                  adopted to reflect certain provisions of the Economic Growth
                  and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This
                  amendment is intended as good faith compliance with the
                  requirements of EGTRRA and is to be construed in accordance
                  with EGTRRA and guidance issued thereunder. Except as
                  otherwise provided, this Article 17 shall be effective as of
                  the first day of the first plan year beginning after December
                  31, 2001.

         (b)      Supersession of inconsistent provisions. This Article 17 shall
                  supersede the provisions of the Plan to the extent those
                  provisions are inconsistent with the provisions of this
                  Article 17.

17.02    Limitations on Contributions.

         (a)      Effective Date. This section shall be effective for limitation
                  years beginning after December 31, 2001.

         (b)      Maximum Annual Addition. Except to the extent permitted under
                  Section 17.05 and section 414(v) of the Code, if applicable,
                  the annual addition that may be contributed or allocated to a
                  participant's account under the plan for any limitation year
                  shall not exceed the lesser of:

                  (1)      $40,000, as adjusted for increases in the
                           cost-of-living under section 415(d) of the Code, or

                  (2)      100 percent of the participant's compensation, within
                           the meaning of Article 14 for the Limitation Year.
                           The compensation limit referred to in this paragraph
                           (2) shall not apply to any contribution for medical
                           benefits after separation from service (within the
                           meaning of section 401(h) or section 419A(f)(2) of
                           the Code) which is otherwise treated as an Annual
                           Addition.

17.03    Increase in Compensation Limit.

         The annual Compensation of each Participant taken into account in
         determining allocations for any Plan Year beginning after December 31,
         2001, shall not exceed $200,000, as adjusted for cost-of-living
         increases in accordance with section 401(a)(17)(B) of the Code. Annual
         Compensation means Compensation during

                                      -76-

         the Plan Year or such other consecutive 12-month period over which
         Compensation is otherwise determined under the Plan (the determination
         period). The cost-of-living adjustment in effect for a calendar year
         applies to annual Compensation for the determination period that begins
         with or within such calendar year.

17.04    Elective Deferrals - Contribution Limitation.

         No Participant shall be permitted to have elective deferrals made under
         this Plan, or any other qualified plan maintained by the Employer
         during any taxable year, in excess of the dollar limitation contained
         in section 402(g) of the Code in effect for such taxable year, except
         to the extent permitted under Section 17.05 and section 414(v) of the
         Code, if applicable.

17.05    Catch-Up Contributions.

         (a)      All Employees who are eligible to make elective deferrals
                  under this Plan and who have attained age 50 before the close
                  of the Plan Year shall be eligible to make catch-up
                  contributions in accordance with, and subject to the
                  limitations of, section 414(v) of the Code. Such catch-up
                  contributions shall not be taken into account for purposes of
                  the provisions of the Plan implementing the required
                  limitations of sections 402(g) and 415 of the Code. The Plan
                  shall not be treated as failing to satisfy the provisions of
                  the Plan implementing the requirements of section 401(k)(3),
                  401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as
                  applicable, by reason of the making of such catch-up
                  contributions.

         (b)      Effective Date. This Section shall apply to contributions
                  after December 31, 2001.

17.06    Direct Rollovers of Plan Distributions.

         (a)      Effective Date. This section shall apply to distributions made
                  after December 31, 2001.

         (b)      Modification of Definition of Eligible Retirement Plan. For
                  purposes of the direct rollover provisions in Section 8.07 of
                  the Plan, an eligible retirement plan shall also mean an
                  annuity contract described in section 403(b) of the Code and
                  an eligible plan under section 457(b) of the Code which is
                  maintained by a state, political subdivision of a state, or
                  any agency or instrumentality of a state or political
                  subdivision of a state and which agrees to separately account
                  for amounts transferred into such plan from this plan. The
                  definition of eligible retirement plan shall also apply in the
                  case of a distribution to a surviving spouse, or to a spouse
                  or former

                                      -77-

                  spouse who is the alternate payee under a qualified domestic
                  relation order, as defined in section 414(p) of the Code.

         (c)      Modification of Definition of Eligible Rollover Distribution
                  to Exclude Hardship Distributions. For purposes of the direct
                  rollover provisions in Section 8.07 of the Plan, any amount
                  that is distributed on account of hardship shall not be an
                  eligible rollover distribution and the distributee may not
                  elect to have any portion of such a distribution paid directly
                  to an eligible retirement plan.

         (d)      Modification of Definition of Eligible Rollover Distribution
                  to Include After-Tax Employee Contributions. For purposes of
                  the direct rollover provisions in Section 8.07 of the Plan, a
                  portion of a distribution shall not fail to be an eligible
                  rollover distribution merely because the portion consists of
                  after-tax employee contributions which are not includible in
                  gross income. However, such portion may be transferred only to
                  an individual retirement account or annuity described in
                  section 408(a) or (b) of the Code, or to a qualified defined
                  contribution plan described in section 401(a) or 403(a) of the
                  Code that agrees to separately account for amounts so
                  transferred, including separately accounting for the portion
                  of such distribution which is includible in gross income and
                  the portion of such distribution which is not so includible.

17.07    Rollovers from Other Plans.

         (a)      The Plan will accept Participant rollover contributions and/or
                  direct rollovers of distributions made after December 31,
                  2001, from the following types of plans, beginning on the
                  effective date specified in subsection (d) below:

                  A qualified plan described in section 401(a) or 403(a) of the
                  Code, excluding after-tax employee contributions.

         (b)      The Plan will accept a Participant contribution of an eligible
                  rollover distribution from the following plans:

                  A qualified plan described in section 401(a) or 403(a) of the
                  Code.

         (c)      The Plan will not accept a participant rollover contribution
                  of the portion of a distribution from an individual retirement
                  account or annuity described in section 408(a) or 408(b) of
                  the Code that is eligible to be rolled over and would
                  otherwise be includible in gross income.

         (d)      Effective Date of Direct Rollover and Participant Rollover
                  Contribution Provisions. This Section shall be effective
                  January 1, 2002.

                                      -78-

17.08    Repeal of Multiple Use Test.

         The multiple use test described in Treasury Regulation section
         1.401(m)-2 and Section 12.09 of the Plan shall not apply for Plan Years
         beginning after December 31, 2001.

17.09    Distribution Upon Severance from Employment.

         (a)      Effective Date. This Section shall apply for distributions and
                  severances from employment occurring after the dates specified
                  in subsection (c) below.

         (b)      New distributable event. A Participant's elective deferrals,
                  qualified nonelective contributions, qualified matching
                  contributions, and earnings attributable to these
                  contributions shall be distributed on account of the
                  Participant's severance from employment. However, such a
                  distribution shall be subject to the other provisions of the
                  Plan regarding distributions, other than provisions that
                  require a separation from service before such amounts may be
                  distributed.

         (c)      This Section (Distribution upon Severance from Employment),
                  shall apply for distributions after December 31, 2001,
                  regardless of when the severance from employment occurred.

17.10    Suspension Period Following Hardship Distribution.

         (a)      A Participant who receives a distribution of elective
                  deferrals after December 31, 2001, on account of hardship
                  shall be prohibited from making elective deferrals and
                  employee contributions under this and all other plans of the
                  Employer for 6 months after receipt of the distribution.

         (b)      A Participant who receives a distribution of elective
                  deferrals in calendar year 2001 on account of hardship shall
                  be prohibited from making elective deferrals and employee
                  contributions under this and all other plans of the Employer
                  for the period specified in the provisions of the Plan
                  relating to suspension of elective deferrals that were in
                  effect prior to this amendment.

17.11    Modification of Top Heavy Rules.

         (a)      Effective Date. This section shall apply for purposes of
                  determining whether the plan is a top-heavy plan under section
                  416(g) of the Code for plan years beginning after December 31,
                  2001, and whether the plan

                                      -79-

                  satisfies the minimum benefits requirements of section 416(c)
                  of the Code for such years. This Section amends Section 15 of
                  the Plan.

                                      Designation
          Name                           Date                               Special Notes
          ----                       ------------                           -------------
1.      S.P. Richards                July 1, 1988                    Past Service Credit Granted
        Company

2.      Balkamp, Inc.                July 1, 1988                    Past Service Credit Granted.

3.      NAPA, Inc.                   July 1, 1988                    Past Service Credit Granted.

4.      Motion                     (See Note Below)                  Past Service Credit Granted
        Industries, Inc.

                                                                       Extent of Credit for Service
                Name                           Designation Date          with Predecessor Company
                ----                           ----------------        ----------------------------
1.      Odell Hardware Company                      7/1/88              Past Service Credit Granted
        ("Odell")

2.      Clark Siviter                               7/1/88              Past Service Credit Granted

3.      Brooks-Noble Parts                          7/1/88              Past Service Credit Granted
        & Machine Co., Inc.

4.      General Automotive Parts                    7/1/88              Past Service Credit Granted
        Company and its subsidiaries
        ("General Automotive")

5.      Standard Units Parts                        7/1/88              Past Service Credit Granted
        Corporation including
        its subsidiary Manco,
        Inc. ("Standard Units
        Parts")

6.      NAPA Des Moines                             7/1/88              Past Service Credit Granted
        Warehouse ("Des Moines")

Davis & Wilmar, Inc.                                 May 1, 1993
Pittsburg, PA                                        (Acquired 7/1/92)

M&B, Inc. (Lesker Office Supplies, Inc.)             November 1, 1993
Charlotte, NC

The Parts, Inc.                                      January 1, 1995
Anchorage, AK                                        (Acquired 1/1/94)

Dade City Jobbing Group                              January 1, 1994
Dade City, FL                                        (Acquired 1/2/92)

Atlantic Tracy Inc.                                  November 1, 1995
Summerville, MA

Midcap Bearing Corporation                           June 1, 1995

                             -85-

San Antonio, TX

Motion Equipment, Inc.                               June 1, 1995
Houston, TX

Power Drives & Bearings, Inc.                        October 1,1995
Omaha, NE

Friend's Motor Supply, Inc.                          June 30, 1997
Hastings, NE

Utah Bearing and Fabrication, Inc.                   October 3,1997
Salt Lake City, UT

Colorado Bearing and Supply, Inc.                    October 3, 1997
Denver, CO

Quality Auto Supply of Alaska, Inc.                  April 1, 1998
Palmer, AK

Berry Bearing Company /Tom Steel Div.                January 1, 1998
Lyons, IL                                            (Acquired 2/93)

Cascade Bearings                                     April 1, 1998
Yakima, WA

Horizon U.S.A. Data Supplies, Inc.                   August 1, 1998
Reno, NV                                             (Acquired on
                                                     4/1/95)

Berry Bearing Company (all divisions                 October 1, 1998
other than Tom Steel Division)                       (Acquired 2/93)
Lyons, IL

Hub Tool & Supply, Inc.                              January 1, 1999
Wichita, KS

Bush-Miller, Inc.                                    April 1, 1999
York, PA

                             -86-

EIS, Inc.                                            December 1, 1999
(including the following current and
former subsidiaries of EIS, Inc.:
Com-Kyl, Inc.; Scottsdale Tool &
Supply, Inc.; Electronic Tool Co.,
Inc.; Summit Insulation Supply
Company, Inc.; and H.A. Holden,
Inc.)
Atlanta, GA                                          (Acquired 5/98)

Brittain Brothers, Inc.                              April 1, 2000
Oklahoma City, OK                                    (Merged 6/30/00)

Coach & Motor Company                                May 1, 2001

Johnson Industries                                   January 1, 2001
(including the following current and
former subsidiaries of Johnson
Industries; C.P. Hunt Company;
Dealer Parts Service, Inc.; Uptown
Auto; L&D Enterprises, Inc.)

ARTICLE I - INTRODUCTION                                                                                 1

1.01 HISTORY OF THE PLAN                                                                                 1
1.02 NEW PLAN                                                                                            1
1.03 EFFECTIVE DATE                                                                                      1
1.04 ACCRUED BENEFITS UNDER THIS PLAN AND UNDER PRIOR PLAN                                               1
1.05 PURPOSE                                                                                             1

ARTICLE II - DEFINITIONS                                                                                 2

2.01 ACCRUED BENEFIT                                                                                     2
2.02 ACT OR ERISA                                                                                        3
2.03 ACTUARIAL EQUIVALENT                                                                                3
2.04 ACTUARY                                                                                             4
2.05 AFFILIATE                                                                                           4
2.06 ANNUITY STARTING DATE                                                                               4
2.07 ANTICIPATED SOCIAL SECURITY BENEFIT                                                                 5
2.08 AUTHORIZED ABSENCE                                                                                  6
2.09 AVERAGE EARNINGS                                                                                    6
2.10 BENEFICIARY                                                                                         6
2.11 BOARD                                                                                               7
2.12 BREAK IN SERVICE                                                                                    7
2.13 CODE                                                                                                7
2.14 COMPANY                                                                                             7
2.15 CONTRIBUTIONS                                                                                       7
2.16 CREDITED SERVICE                                                                                    7
2.17 DELAYED RETIREMENT DATE                                                                             9
2.18 EARNINGS                                                                                            9
2.19 EARLIEST RETIREMENT AGE                                                                             9
2.20 EARLY RETIREMENT DATE                                                                               9
2.21 EFFECTIVE DATE                                                                                      9
2.22 ELIGIBLE EMPLOYEE                                                                                   9
2.23 EMPLOYEE                                                                                           10
2.24 EMPLOYER                                                                                           10
2.25 EMPLOYMENT                                                                                         10
2.26 FIDUCIARY                                                                                          10
2.27 FUND                                                                                               11
2.28 HIGHLY COMPENSATED EMPLOYEE                                                                        11
2.29 HOURS OF SERVICE                                                                                   11

2.30 INSURER                                                                                            12
2.31 NORMAL RETIREMENT AGE                                                                              12
2.32 NORMAL RETIREMENT DATE                                                                             12
2.33 PARTICIPANT                                                                                        12
2.34 PARTICIPATING EMPLOYER                                                                             12
2.35 PENSION AND BENEFITS COMMITTEE OR COMMITTEE                                                        12
2.36 PERMANENT DISABILITY                                                                               13
2.37 PLAN                                                                                               13
2.38 PLAN ADMINISTRATOR OR ADMINISTRATOR                                                                13
2.39 PLAN YEAR                                                                                          13
2.40 PREDECESSOR PLANS                                                                                  13
2.41 PRE-RETIREMENT SURVIVOR ANNUITY                                                                    14
2.42 PRIOR PLAN                                                                                         14
2.43 RETIREMENT                                                                                         14
2.44 RETIREMENT INCOME                                                                                  14
2.45 SPOUSE                                                                                             14
2.46 TERMINATION DATE                                                                                   14
2.47 TREASURY REGULATIONS                                                                               15
2.48 TRUST OR TRUST AGREEMENT OR TRUST FUND OR FUND                                                     15
2.49 TRUSTEE                                                                                            15
2.50 VESTING SERVICE                                                                                    15
2.51 DEFINED TERMS                                                                                      16

ARTICLE III - PARTICIPATION                                                                             17

ARTICLE IV - RETIREMENT DATES AND BENEFITS                                                              19

4.01 NORMAL RETIREMENT                                                                                  19
4.02 EARLY RETIREMENT                                                                                   20
4.03 PERMANENT DISABILITY                                                                               21
4.04 DELAYED RETIREMENT                                                                                 22
4.05 TERMINATION OF EMPLOYMENT                                                                          23
4.06 SUSPENSION OF BENEFITS                                                                             25
4.07 REDUCTION OF BENEFIT IN CERTAIN CASES                                                              26
4.08 INCREASE IN BENEFITS FOR RETIRED PARTICIPANTS                                                      27
4.09 MINIMUM BENEFIT OF PRIOR PLANS                                                                     28
4.10 CHANGE IN CONTROL                                                                                  28

ARTICLE V - DEATH BENEFITS                                                                              31

5.01 PRE-RETIREMENT SURVIVOR ANNUITY                                                                    31
5.02 GPC DEATH BENEFIT PLAN                                                                             32
5.03 DEATH AFTER NORMAL RETIREMENT DATE BUT PRIOR TO DELAYED RETIREMENT DATE                            32
5.04 DEATH ON OR AFTER THE ANNUITY STARTING DATE                                                        33
5.05 PURCHASE OF INSURANCE POLICIES                                                                     33

5.06 LUMP SUM DISTRIBUTION TO BENEFICIARY                                                               34
ARTICLE VI - OPTIONAL FORMS OF RETIREMENT INCOME                                                        35

6.01 AUTOMATIC FORMS OF PAYMENT                                                                         35
6.02 OPTIONAL FORMS OF PAYMENT                                                                          35
6.03 SPECIAL DISTRIBUTION RULES                                                                         38
6.04 SMALL PAYMENTS                                                                                     39
6.05 APPLICATION FOR COMMENCEMENT OF BENEFITS                                                           40
6.06 MISCELLANEOUS                                                                                      40
6.07 DIRECT ROLLOVER                                                                                    40
6.08 DISTRIBUTIONS PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS                                      42

ARTICLE VII - METHOD OF FINANCING                                                                       43

7.01 ESTABLISHMENT OF TRUST FUND                                                                        43
7.02 EMPLOYER CONTRIBUTIONS                                                                             43
7.03 PARTICIPANT CONTRIBUTIONS                                                                          43
7.04 MISCELLANEOUS                                                                                      43

ARTICLE VIII - ADMINISTRATION OF THE PLAN                                                               45

8.01 NAMED FIDUCIARIES                                                                                  45
8.02 BOARD OF DIRECTORS                                                                                 45
8.03 TRUSTEE(S)                                                                                         46
8.04 INSURER                                                                                            46
8.05 PENSION AND BENEFITS COMMITTEE                                                                     46
8.06 STANDARD OF FIDUCIARY DUTY                                                                         49
8.07 INDEMNIFICATION OF COMMITTEE                                                                       49
8.08 CLAIMS PROCEDURE                                                                                   49
8.09 APPOINTMENT OF INVESTMENT MANAGER                                                                  51

ARTICLE IX - AMENDMENT AND TERMINATION                                                                  52

9.01 AMENDMENT OF THE PLAN                                                                              52
9.02 TERMINATION OF THE PLAN                                                                            52
9.03 RESTRICTION ON CERTAIN BENEFITS AND DISTRIBUTIONS                                                  54
9.04 ADOPTION OF THE PLAN BY A PARTICIPATING EMPLOYER                                                   56

ARTICLE X - MISCELLANEOUS                                                                               59

10.01 HEADINGS                                                                                          59
10.02 GOVERNING LAW                                                                                     59
10.03 SPENDTHRIFT CLAUSE                                                                                59
10.04 LEGALLY INCOMPETENT, MINORS                                                                       59
10.05 DISCRIMINATION                                                                                    60

10.06 CLAIMS                                                                                            60
10.07 COMPLIANCE WITH APPLICABLE LAWS                                                                   60
10.08 MERGER                                                                                            60
10.09 FORFEITURE OF BENEFITS WHERE RECIPIENT CANNOT BE LOCATED                                          60
10.10 QUALIFIED MILITARY SERVICE                                                                        61
10.11 USE OF ELECTRONIC MEDIA                                                                           61

ARTICLE XI - RESERVED                                                                                   62

ARTICLE XII - TOP HEAVY RULES                                                                           63

12.01 GENERAL RULE                                                                                      63
12.02 DEFINITIONS                                                                                       63
12.03 MINIMUM ACCRUED BENEFIT                                                                           64
12.04 FORM OF BENEFIT                                                                                   65
12.05 NONFORFEITABILITY OF EMPLOYER TOP-HEAVY CONTRIBUTION                                              65
12.06 MINIMUM VESTING                                                                                   65
12.07 COMBINED PLAN LIMITATION FOR TOP HEAVY YEARS REPEALED                                             66

ARTICLE XIII - MAXIMUM BENEFITS                                                                         67

13.01 GENERAL RULE                                                                                      67
13.02 COMBINED PLAN LIMITATIONS                                                                         67
13.03 DEFINITIONS                                                                                       67

ARTICLE XIV - HIGHLY COMPENSATED EMPLOYEES                                                              69

14.01 IN GENERAL                                                                                        69
14.02 HIGHLY COMPENSATED EMPLOYEES                                                                      69
14.03 FORMER HIGHLY COMPENSATED EMPLOYEE                                                                69
14.04 DEFINITIONS                                                                                       69
14.05 OTHER METHODS PERMISSIBLE                                                                         70

ARTICLE XV - EGTRRA AMENDMENTS                                                                          72

15.01 BACKGROUND                                                                                        72
15.02 LIMITATIONS ON BENEFITS                                                                           72
15.03 INCREASE IN COMPENSATION LIMIT                                                                    74
15.04 MODIFICATION OF TOP-HEAVY RULES                                                                   74
15.05 DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS                                                            76
SCHEDULE A                                                                                              78
SCHEDULE B                                                                                              81
SCHEDULE C                                                                                              92
SCHEDULE D                                                                                              93

1.01     History of the Plan. Prior to January 1, 1984, the Company maintained
         the Predecessor Plans covering different groups of its employees.
         Effective January 1, 1984, the Predecessor Plans were merged together
         in accordance with Code Section 414(l) to form the Genuine Parts
         Company Pension Plan (the "1984 Restatement"). The 1984 Restatement was
         subsequently amended and restated effective January 1, 1989 (the "Prior
         Plan").

1.02     New Plan. Effective January 1, 2001, the Prior Plan is continued in an
         amended and restated form as set forth in its entirety in this document
         for the purpose of complying with the provisions of the Employee
         Retirement Income Security Act of 1974 as amended and maintaining
         qualification under Section 401(a) of the Internal Revenue Code of
         1986, as amended.

1.03     Effective Date. The Plan shall be effective January 1, 2001 except as
         otherwise provided herein.

1.04     Accrued Benefits Under This Plan and Under Prior Plan. Only
         Participants who earn an Hour of Service after the Effective Date shall
         have their Accrued Benefit determined under the provisions of this
         Plan. All other Participants shall have their Accrued Benefit
         determined in accordance with the terms and provisions of the Prior
         Plan. However, all Participants who have an Accrued Benefit under the
         Plan or Prior Plan shall receive a distribution of their Accrued
         Benefit in accordance with this Plan.

1.05     Purpose. The purpose of this Plan (and the Trust Agreement) is to
         reward the loyal and efficient services of the Employees and to
         stimulate in them an interest in the successful operation of the
         Company's business by providing the benefits of a qualified retirement
         plan. This Plan shall be maintained for the exclusive benefit of the
         Participants and their Beneficiaries and shall be administered and
         interpreted in accordance with such purpose.

                  (1)      the Participant's Accrued Benefit as of December 31,
                           1993, (determined without regard to the new $150,000
                           limit but after application of the $200,000 limit of
                           paragraph (b)) plus the Participant's Accrued Benefit
                           earned after December 31, 1993 (determined with the
                           $150,000 limit); or,

                  (2)      the Participant's Accrued Benefit for all years of
                           Credited Service both before and after December 31,
                           1993 (determined with the $150,000 limit).

2.02     Act or ERISA shall mean Public Law No. 93-406, the Employee Retirement
         Income Security Act of 1974, as the same may be amended from time to
         time.

2.03     Actuarial Equivalent shall mean a benefit of equivalent value computed
         in accordance with the actuarial assumptions described below.

                  (2)      Applicable Interest Rate.

                           (i)      For lump sum distributions made on or after
                                    April 1, 1995, the term "Applicable Interest
                                    Rate" means the annual rate of interest on
                                    30-year Treasury securities for the month of
                                    December that precedes the beginning of the
                                    Plan Year in which such distribution occurs.
                                    (Note that the December rates are published
                                    in January).

                           (ii)     For lump sum distributions made on or after
                                    January 1, 2000, the term "Applicable
                                    Interest Rate" means the annual rate of
                                    interest on the 30-year Treasury securities
                                    for the month of October that precedes the
                                    beginning of the Plan Year in which such
                                    distribution occurs. (Note that the October
                                    rates are published in November.)

                           (iii)    Special Rule for Annuity Starting Dates
                                    During Calendar Year 2000. For any
                                    Participant whose Annuity Starting Date
                                    occurs on or after January 1, 2000 but prior
                                    to January 1, 2001, the term "Applicable
                                    Interest Rate" will be either (a) or (b)
                                    which follow, whichever results in the
                                    larger distribution: (a) the rate in
                                    2.03(c)(2)(ii) above; or (b) the annual rate
                                    of interest on the 30-year Treasury
                                    securities for the month of December that
                                    precedes the beginning of the Plan Year in
                                    which such distribution occurs. (Note that
                                    the December rates are published in
                                    January.)

         (d)      Attained Age. For purposes of determining actuarial
                  equivalence, age shall be determined using attained age, not
                  the nearest age or age in years and months.

2.04     Actuary shall mean an Actuary selected by the Company (or a firm of
         Actuaries) who is enrolled under Subtitle C of Title III of the Act.

2.05     Affiliate shall mean the Company and any corporation which is a member
         of a controlled group of corporations (as defined in Code Section
         414(b)) which includes the Company; any trade or business which is
         under common control (as defined in Code Section 414(c)) with the
         Company; any organization which is a member of an affiliated service
         group (as defined in Code Section 414(m)) which includes the Company;
         and any other entity required to be aggregated with the Company
         pursuant to regulations under Code Section 414(o).

                  to receive Retirement Income under Section 4.04, the
                  Participants' Delayed Retirement Date; and

         (iv)     For Participants who terminate their Employment with less than
                  15 years of Credited Service and are therefore entitled to a
                  Retirement Income under Section 4.05, the Participants' Normal
                  Retirement Date.

2.07     Anticipated Social Security Benefit shall mean the estimated monthly
         primary insurance amount which is or will become payable to a
         Participant at the Participant's Social Security Retirement Age (as
         defined in Code Section 415(b)(8)), based on the Social Security Act in
         effect on the date of determination of the benefit, without taking into
         account any undetermined future automatic adjustments in (i) benefits
         and (ii) the contribution and benefit base, and on uniform rules
         adopted by the Committee, assuming:

         (a)      that his Earnings at date of determination of his benefit
                  under the Plan remains in effect thereafter to his Social
                  Security Retirement Age; and

         (b)      the earnings test for purposes of determining eligibility for
                  the Social Security benefit shall not apply.

         The Anticipated Social Security Benefit shall become fixed as of the
         Participant's Retirement, or, if earlier, the date on which his
         Employment terminates (most recent date of termination for a reemployed
         employee).

         In determining a Participant's Anticipated Social Security Benefit, the
         Committee shall estimate the Participant's compensation for all years
         prior to the Participant's Termination Date. The Participant's
         estimated compensation shall be determined by applying a salary scale
         (six percent (6%) per annum), projected backwards, to the Participant's
         Earnings at the time of the Participant's Termination Date.

         Each Participant shall have the right to have his Anticipated Social
         Security Benefit computed on the basis of the Participant's actual
         salary history instead of using the Participant's estimated
         compensation. If the Participant supplies his actual salary history
         within a reasonable period of time following the Participant's
         Termination Date or, if later, following the date the Participant
         receives notice of

                                      -5-

         his right to supply actual salary history, the Participant's Retirement
         Income will be adjusted based on the Participant's actual salary
         history.

         After the Participant's Termination Date, the Plan Administrator shall
         notify the Participant of his right to supply actual salary history and
         the financial consequences of failing to provide such salary history.
         Such notice shall state that actual salary history can be obtained from
         the Social Security Administration. In addition, the Plan Administrator
         shall provide written notice to each Participant of the right to supply
         actual salary history at the time a summary plan description is
         provided to the Participant.

2.08     Authorized Absence shall mean any temporary layoff or any absence
         authorized by the Employer under the Employer's standard personnel
         practices provided that all persons under similar circumstances must be
         treated alike in the granting of such Authorized Leaves of Absence and
         provided further that the Participant returns within the period of
         authorized absence. An absence due to service in the Armed Forces of
         the United States shall be considered an Authorized Absence to the
         extent required by federal law. Employees on Authorized Absence will be
         deemed to be in active Employment for purposes of Vesting Service (but
         not for other purposes).

2.09     Average Earnings shall mean the average of the Participant's monthly
         Earnings for the highest five (5) calendar years of Employment out of
         the last complete ten (10) calendar years of Employment (or during
         total Employment if less) immediately preceding the Participant's
         Termination Date. Average Earnings shall be determined by dividing the
         total Earnings received by the Participant during the appropriate five
         (5) year calendar year period by the Participant's number of months of
         Credited Service during such five (5) year calendar period. If the
         Participant's Earnings in the calendar year in which the Participant
         terminates Employment will increase the Participant's Average Earnings,
         such Earnings shall be counted as part of the Participant's ten (10)
         complete calendar years of Employment. Although a partial calendar year
         of Earnings may be used as described in the proceeding sentence, if a
         Participant has 60 or more months of Credited Service in the Plan,
         Average Earnings shall be computed by dividing by 60 months.

2.10     Beneficiary shall have the following meaning:

         (a)      Unmarried Participants, may designate any individual(s),
                  trust(s), estate(s), partnership(s), corporation(s) or other
                  entity or entities as Beneficiaries in accordance with
                  procedures established by the Committee to receive any
                  distribution to which the Participant is entitled under the
                  Plan in the event of the Participant's death. The Committee
                  may require certification by a Participant in any form it
                  deems appropriate of the Participant's marital status prior to
                  accepting or honoring any Beneficiary designation. Any

                                      -6-

                  Beneficiary designation by an unmarried Participant shall be
                  void if the Participant revokes the designation or marries.
                  Any Beneficiary designation by an unmarried Participant shall
                  also be void to the extent that it conflicts with the terms of
                  a qualified domestic relations order.

                  If an unmarried Participant fails to designate a Beneficiary
                  or if the designated Beneficiary fails to survive the
                  Participant and the Participant has not designated a
                  contingent Beneficiary, the Beneficiary shall be the surviving
                  descendants of the Participant (who shall take per stirpes)
                  and if there are no surviving descendants, the Beneficiary
                  shall be the Participant's estate. For the purposes of the
                  foregoing sentence, the term "descendants" shall include any
                  persons adopted by a Participant or by any of his descendants.

         (b)      A married Participant's Beneficiary shall be his Spouse unless
                  the terms of a qualified domestic relations order require
                  payment to a non-Spouse Beneficiary. However, see Sections
                  5.03 and 6.02 for limited circumstances where a Participant
                  can (with spousal consent) designate a non-spouse Beneficiary.

                  For purposes of this Section, revocation of prior Beneficiary
                  designations will occur when a Participant; (i) files a valid
                  designation with the Committee, or (ii) files a signed
                  statement with the Committee evidencing his intent to revoke
                  any prior designations.

2.11     Board shall mean the Board of Directors of the Company.

2.12     Break in Service shall occur if the Employee ceases to be employed
         by the Employer and does not resume employment for seven or more
         consecutive years.

2.13     Code shall mean the Internal Revenue Code of 1986, as amended. A
         reference to a specific provision of the Code shall include such
         provision and any applicable Treasury Regulation pertaining thereto.

2.14     Company shall mean Genuine Parts Company and its successors or assigns
         who adopt this Plan.

2.15     Contributions shall mean the Employer contributions to the Fund made in
         accordance with Article VII.

2.16     Credited Service shall mean the number of years of service as an
         Employee of Employer (with proportionate allowance for fractional
         years) both before and after the Effective Date which shall be measured

2.17     Delayed Retirement Date shall mean for a Participant who continues his
         Employment beyond his Normal Retirement Date, the first day of the
         month coincident with or immediately following such Participant's
         termination of Employment.

2.18     Earnings shall be determined in accordance with the following rules:

         (a)      Except as provided below, Earnings means the Participant's
                  total compensation including wages, salaries, certain welfare
                  benefits (vacation, bereavement, short term disability, and
                  workers compensation make up), back pay awarded pursuant to an
                  EEOC dispute (but not other types of EEOC disputes), and other
                  amounts received for personal services actually rendered in
                  the course of Employment (including commissions, overtime and
                  bonuses). However, Earnings shall NOT include reimbursements
                  or other expense allowances, fringe benefits (cash and non
                  cash), moving expenses, awards, prizes, referral bonuses,
                  deferred compensation (including any amounts deferred or paid
                  under the Tax Deferred Savings Plan) and all welfare benefits
                  other than those listed in the previous sentence. Earnings
                  SHALL include any compensation which is not includible in the
                  Participant's gross income by reason of Code Section 402(a)(8)
                  (Employee pre-tax contributions to the Genuine Partnership
                  Plan), Code Section 125 (Employee salary deferrals under the
                  Genuine Parts Company Section 125 Plan), and Code Sections
                  402(h), 457(b) and 414(h)(2).

         (b)      During a Plan Year, Earnings may not exceed the dollar
                  limitation of Code Section 401(a)(17) as adjusted from time to
                  time ($170,000 in 2001, $200,000 in 2002).

2.19     Earliest Retirement Age shall mean the Participant's Normal Retirement
         Date. However, if the Participant has 15 or more years of Credited
         Service, the Participant's Earliest Retirement Age shall be the first
         day of the month coincident with or immediately following the date the
         Participant attains (or would have attained) his Early Retirement Date.

2.20     Early Retirement Date shall mean the first day of the month coincident
         with or immediately following the day on which the Participant (i)
         completes fifteen (15) years of Credited Service and has attained age
         fifty-five (55) and (ii) actually terminates his Employment.

2.21     Effective Date shall mean January 1, 2001.

2.22     Eligible Employee shall mean, except for those Employees identified in
         the following sentence, all Employees employed by the Employer. The

                  contractor for purposes of withholding and payment of
                  employment taxes, even if such person is later determined,
                  whether by the Employer or otherwise, to be a common law
                  Employee of the Employer;

         (iv)     any "leased employee" with respect to the Employer ("Leased
                  employee" shall mean any person, other than an Employee of the
                  Employer, who pursuant to an agreement between the Employer
                  and any other person ("leasing organization") has performed
                  services for the Employer (or for the Employer and related
                  persons determined in accordance with Code Section 414(n)(6))
                  on a substantially full-time basis for a period of at least
                  one year, and such services are performed under the primary
                  direction or control of the Employer).

2.23     Employee shall mean any person employed by or on Authorized Absence
         from the Employer, and any person who is a "leased employee" (as
         defined in the definition of "Eligible Employee") with respect to the
         Employer. However, if such "leased employees" constitute less than 20
         percent of the Employer's combined non-highly compensated work force,
         within the meaning of Code Section 414(n)(1)(C)(ii), the term
         "Employee" shall not include "leased employees" covered by a plan
         described in Code Section 414(n)(5).

2.24     Employer shall mean the Company and any Participating Employer. All
         Participating Employers are listed on Schedule A or Schedule B.

2.25     Employment shall mean the active service of an Employee with the
         Employer. Employment with a Participating Employer prior to its
         designation as a Participating Employer and employment with a
         predecessor business prior to its acquisition by Employer shall be
         counted as employment with the Employer only to the extent provided
         Schedules A or B.

2.26     Fiduciary shall mean a party named as a Fiduciary in Section 8.01. Any
         party shall be considered a fiduciary of the Plan only to the extent of
         the powers and duties specifically allocated to such party under the
         Plan.

                                      -10-

2.27     Fund shall mean the money and other properties held and administered by
         the Trustee in accordance with the Plan and Trust Agreement. It is
         expressly intended that multiple trust funds may be established under
         this Plan, which together shall comprise the Fund hereunder. See
         definition of "Trust" and Schedule C.

2.28     Highly Compensated Employee. See Article XIV.

2.29     Hours of Service shall mean:

         (a)      Each hour for which an Employee is paid, or entitled to
                  payment, for performance of duties for an Employer or
                  Employers.

         (b)      Each hour for which an Employee is paid, or entitled to
                  payment, by an Employer or Employers, on account of a period
                  of time during which no duties are performed (irrespective of
                  whether the employment relationship is terminated) due to
                  vacation, holiday, illness, incapacity (including disability),
                  layoff, jury duty, military duty, or an Authorized Absence;
                  provided that in no event, shall an Employee receive credit
                  for more than 501 Hours of Service for any single continuous
                  period of non-working time. However, no Hours of Service shall
                  be granted for any direct or indirect payment or for any
                  entitlement to payment if (i) such payment is made or due
                  under a plan maintained solely for the purpose of complying
                  with applicable worker's compensation laws, unemployment laws
                  or disability insurance laws or (ii) such payment is intended
                  to reimburse an employee for his or her medical or medically
                  related expenses.

         (c)      Each hour for which an Employee is on an Authorized Absence by
                  reason of: (i) the pregnancy of the Employee, (ii) birth of a
                  child of the Employee, (iii) placement of a child with the
                  Employee in connection with the adoption of the child by the
                  Employee, or (iv) caring for a child referred to in paragraphs
                  (i) through (iii) immediately following birth or placement.
                  Hours credited under this paragraph shall be credited at the
                  rate of 10 hours per day, 45 hours per week but shall not, in
                  the aggregate, exceed the number of hours required to prevent
                  the Employee from incurring a Break in Service under Code
                  Section 410(a)(5) (a maximum of 501 hours) during the first
                  computation period in which a Break in Service would otherwise
                  occur.

         (d)      Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by an Employer or
                  Employers.

         (e)      In lieu of the foregoing, an Employee who is not compensated
                  on an hourly basis (such as salary, commission or piecework
                  Employees) shall be credited with 45 Hours of Service for each
                  week (or ten Hours of Service for each day) in which such
                  Employee would be credited with

                                      -11-

                  Hours of Service if hourly paid. However, this method of
                  computing Hours of Service may not be used for any Employee
                  whose Hours of Service is required to be counted and recorded
                  by any Federal Law, such as the Fair Labor Standards Act. Any
                  such method must yield an equivalency of at least 1,000 hours
                  per computation period.

         The following rules shall apply in determination of whether an Employee
         completes an "Hour of Service":

         1.       The same hours shall not be credited under subparagraphs (a),
                  (b) or (c) above, as the case may be, and subparagraph (d)
                  above; nor shall the same hours credited under subparagraphs
                  (a) through (d) above be credited under subparagraph (e)
                  above;

         2.       The rules relating to determining Hours of Service for reasons
                  other than the performance of duties and for crediting Hours
                  of Service to particular periods of employment shall be those
                  rules stated in Department of Labor Regulations Title 29,
                  Chapter XXV, Subchapter C, part 2530, Sections 200b2(b) and
                  200b2(c), respectively.

2.30     Insurer shall mean a legal reserve life insurance company which issues
         a policy of life insurance or a group annuity contract under the Plan.

2.31     Normal Retirement Age shall mean the Participant's 65th birthday or, if
         later, the fifth anniversary of the date the Participant commenced
         participation in the Plan.

2.32     Normal Retirement Date shall mean the first day of the month coincident
         with or next following the Participant's Normal Retirement Age.

2.33     Participant shall mean an Employee who becomes eligible to participate
         in the Plan as provided in Article III.

2.34     Participating Employer shall mean any corporation and any other entity
         that is designated by the Committee as a Participating Employer under
         the Plan. See Section 9.04 for provisions relating to a Participating
         Employer's adoption of this Plan. All Participating Employers, groups
         of employees designated as participating in the Plan by such
         Participating Employers (if not all employees), and the effective date
         of each Company's designation as a Participating Employer shall be
         specified in Schedule A or Schedule B. All Participating Employers in
         the Prior Plan as of this Plan's amendment and restatement shall
         automatically become a Participating Employer under this Plan.

2.35     Pension and Benefits Committee or Committee shall mean the Pension and
         Benefits Committee of the Company which is appointed by the Board or
         its designee to administer the Plan in accordance with the terms of
         Article VIII. The

                                      -12-

         terms Pension Committee, Committee or Pension and Benefits Committee
         may be used interchangeably. This Section 2.37 shall be effective July
         1, 2001.

2.36     Permanent Disability shall mean a physical or mental condition of a
         Participant resulting from bodily injury, disease, or mental disorder
         which results in the Participant receiving long term disability
         benefits under The Genuine Parts Company Long Term Disability Plan. A
         Participant's Permanent Disability will end on the date the Participant
         is no longer receiving disability benefits under The Genuine Parts
         Company Long Term Disability Plan.

2.37     Plan shall mean the Genuine Parts Company Pension Plan as set forth in
         this document together with any subsequent amendments hereto.

2.38     Plan Administrator or Administrator shall mean the committee of persons
         appointed by the Board pursuant to Article VIII to administer the Plan.
         The committee of such persons shall also be known as the Pension and
         Benefits Committee and all references in the Plan to the Plan
         Administrator shall be deemed to apply to the Pension and Benefits
         Committee and vice versa. The committee of such persons is hereby
         designated as the "Administrator" of the Plan within the meaning of
         Section 3(16) of the Act and as the agent for the service of legal
         process for the purposes of Section 102(b) of the Act.

2.39     Plan Year shall be the calendar year.

2.40     Predecessor Plans shall mean the following qualified defined benefit
         plans established prior to January 1, 1984 for employees of the

          Name of Plan                                   Effective Date
          ------------                                   --------------
Genuine Parts Company Pension Plan                          01/01/74

S. P. Richards Company Pension Plan                         01/01/56

General Automotive Parts Pension Plan                       01/01/64
         (which does not include union
         employees covered under the plan
         of Union Automotive Association of
         St. Louis, Inc. or any successor
         thereto)

Pension Plan for the Employees of                           01/01/65
         Standard Unit Parts Corporation
         (including Manco, Inc., an
         associate employer)

Retirement Plan for Employees of                            01/01/63
         Balkamp, Inc. (which includes
         NAPA Headquarters employees)

Restated NAPA Des Moines Warehouse                          08/13/74

2.41     Pre-Retirement Survivor Annuity shall have that meaning as defined
         in Section 5.01.

2.42     Prior Plan shall mean the Genuine Parts Company Plan as in effect on
         the day preceding the Effective Date.

2.43     Retirement shall mean the date the Participant actually ceases
         Employment for Early Retirement, Normal Retirement or Delayed
         Retirement, whichever is applicable.

2.44     Retirement Income shall mean any amount payable to or on behalf of a
         Participant, Beneficiary or Spouse in accordance with the provisions of
         the Plan.

2.45     Spouse shall mean, as of any applicable date, a person who:

         (a)      was married to a Participant in a religious or civil ceremony
                  recognized under the laws of the state where the marriage was
                  contracted;

         (b)      was married to the Participant on the Participant's Annuity
                  Starting Date; and

         (c)      for purposes of Article V (Death Benefits) was married to the
                  Participant throughout the one-year period ending on the
                  Participant's death.

         A Participant shall not be considered married to another person as a
         result of any common law marriage whether or not such common law
         marriage is recognized by applicable state law. The Participant's
         Spouse as of the Participant's Annuity Starting Date shall continue to
         be the Participant's Spouse for purposes of this Plan (unless otherwise
         provided in a qualified domestic relations order) notwithstanding the
         subsequent death or divorce of such Spouse and the remarriage of the
         Participant.

         (d)      Death; or

         (e)      Two weeks after the end of an Authorized Absence; or

         (f)      One year after an absence from work due to workers
                  compensation injury/accident; or

         (g)      Two years after an absence from work due to a Permanent
                  Disability; or

         (h)      The first anniversary of the date the Employee ceases
                  Employment for any reason not described above (e.g., vacation,
                  holiday, sickness, disability (but not Permanent Disability),
                  or layoff).

                  This definition shall be effective January 1, 2000.

2.47     Treasury Regulations shall mean regulations pertaining to certain
         Sections of the Code as issued by the Secretary of the Treasury.

2.48     Trust or Trust Agreement or Trust Fund or Fund shall refer to the Fund
         established pursuant to one or more agreements of trust entered into
         between the Employer and one or more trustees (sometimes referred to as
         sub-trusts), which governs the creation and maintenance of the Fund,
         and all amendments thereto which may hereafter be made. It is expressly
         intended that multiple sub-trusts may be established under this Plan,
         which together shall comprise the Trust Fund hereunder and that all of
         the sub-trusts shall be considered to be a single trust fund for
         purposes of Section 1.414(1)- 1(b)(1) of the Treasury Regulations. The
         term Trust Fund shall also be deemed to include any fund existing
         pursuant to any deposit administration or group annuity contract
         between the Company and/or the Trustee and an Insurer. Each trust
         agreement or contract with an Insurer established pursuant to this Plan
         shall be listed on Schedule C.

2.49     Trustee shall mean any institution or individual(s) who shall accept
         the appointment of the Committee to serve as Trustee pursuant to the
         Plan.

2.50     Vesting Service shall mean the number of whole years of service as an
         Employee of Employer (determined after aggregating partial years of
         service) both before and after the Effective Date which shall be
         measured in accordance with the following rules:

         (a)      Except as provided below, an Employee shall receive Vesting
                  Service for the elapsed time of his Employment from the date
                  on which the Employee first performs an Hour of Service for
                  the Employer to his Termination Date. If an Employee has a
                  Termination Date and is subsequently rehired, such Employee
                  shall again receive Vesting Service (subject to the Break in

                                      -15-

                  Service rules set forth below) beginning on the date of the
                  Employee's first Hour of Service on or after his reemployment
                  and ending on his subsequent Termination Date.

         (b)      Vesting Service shall not include any period of Employment
                  which precedes a Break in Service if as of the first day of
                  the Break in Service, the Employee is not entitled to a
                  nonforfeitable Retirement Income under Section 4.05.

         (c)      Vesting Service shall not include any period of Employment
                  with a Participating Employer prior to its designation as a
                  Participating Employer or any period of employment with a
                  predecessor business prior to its acquisition by Employer
                  except to the extent provided in Schedules A and B.

         (d)      An Employee's service with an Affiliate shall be considered
                  Employment with the Employer.

         (e)      Vesting Service shall not include any period of service in the
                  military; except to the extent such service is required to be
                  credited under applicable federal law.

         (f)      An Employee who has a Permanent Disability before January 1,
                  2000 will continue to earn Vesting Service following such
                  Permanent Disability until the earlier of (1) the date his
                  Permanent Disability ends; or (2) the date he attains Normal
                  Retirement Age. An Employee who becomes Permanently Disabled
                  on or after January 1, 2000 will continue to earn Vesting
                  Service following such Permanent Disability until the earlier
                  of (1) the date his Permanent Disability ends; or (2) the last
                  day of the month following the second anniversary of the date
                  his Permanent Disability began.

2.51     Defined Terms. A defined term, such as "Retirement," will normally
         govern the definitions of derivatives therefrom, such as "Retire," even
         though such derivatives are not specifically defined and even if they
         are or are not initially capitalized. The masculine gender, where
         appearing in the Plan, shall be deemed to include the feminine gender,
         unless the context clearly indicates to the contrary. Singular and
         plural nouns and pronouns shall be interchangeable as the factual
         context may allow or require. The words "hereof," "herein," "hereunder"

3.01     Each Employee who was a Participant under the Prior Plan on the day
         prior to the Effective Date and who is employed by an Employer on the
         Effective Date shall participate in this Plan on the Effective Date.

3.02     After the Effective Date each Employee shall participate in the Plan on
         the first day (assuming the Participant is still an Employee on such
         date) to occur after such Employee attains age 21 and completes an
         eligibility computation period in which such Employee has 1,000 Hours
         of Service.

         An Employee's first eligibility computation period shall be the 12
         consecutive months following the commencement of his Employment. If the
         Employee fails to complete 1,000 Hours of Service during his first
         eligibility computation period, then his second eligibility computation
         period shall be the Plan Year which commences on the January 1
         following his initial date of hire. If an Employee shall fail to
         complete 1,000 Hours of Service during his second eligibility
         computation period, then each successive Plan Year shall be the
         eligibility computation period.

3.03     A Participant shall participate in the Plan for so long as the
         Participant remains an Employee. If a Participant ceases to be an
         Employee and is later rehired, he shall resume participation in the
         Plan as of the date of rehire.

3.04     Notwithstanding any other provision of the Plan, no Employee shall
         participate in the Plan during any period in which such Employee is a
         member of a collective bargaining unit whose Employees are covered by a
         retirement or pension plan to which Employer contributes (other than
         this Plan). If any Employee shall cease to be a member of such a
         collective bargaining unit and shall remain in the employ of Employer,
         then such Employee shall become a Participant in this Plan as of the
         first day of the month coinciding with or next following the earliest
         date on which such Employee has attained the age of 21 and completed a
         twelve month period of Employment during which such Employee has not
         less than 1,000 Hours of Service, and for such purpose all actual
         Employment of Employee shall be counted including employment during the
         period in which such Employee was a member of such bargaining unit. See
         Section 4.07 concerning reduction in benefits in certain cases in which
         Employment is counted as provided in the preceding sentence.

3.05     Participation in the Plan shall not give any Employee the right to be
         retained in the Employer's employ, nor shall any Employee, upon
         dismissal from or voluntary

                                      -17-

         termination of his Employment, have any right or interest in the Fund,
         except as herein provided.

Participant's Years
of Credited Service
   as of Normal                  Percentage of
  Retirement Date              Average Earnings
-------------------            ----------------
15................                  40.0%
16................                  40.5%
17................                  41.0%
18................                  41.5%
19................                  42.0%
20................                  42.5%
21................                  43.0%
22................                  43.5%
23................                  44.0%
24................                  44.5%
25................                  45.0%
26................                  45.5%
27................                  46.0%
28................                  46.5%
29................                  47.0%
30................                  47.5%
31................                  48.0%
32................                  48.5%
33................                  49.0%
34................                  49.5%
35................                  50.0%
36................                  50.5%
37................                  51.0%
38................                  51.5%
39................                  52.0%
40................                  52.5%
41................                  53.0%
42................                  53.5%
43................                  54.0%
44................                  54.5%
45 or more........                  55.0%

  Complete Years
of Vesting Service                 Percent of Monthly
at Termination Date                 Benefit Payable
-------------------                ------------------
   Less than 3                             0%
       3                                  20%
       4                                  40%
       5                                  60%
       6                                  80%
   7 or more                             100%

                  under Section 401(a) of the Code shall be entitled to a
                  Retirement Income computed in accordance with the following
                  rules:

                  (1)      Such Participant shall receive Credited Service and
                           Vesting Service for all actual service in the employ
                           of the Employer in accordance with the rules of
                           Section 2.16 (definition of Credited Service) and
                           Section 2.50 (definition of Vesting Service) and for
                           purposes of Section 2.16(c) there shall be included
                           as Credited Service any service during any period in
                           which such Participant was a member of a collective
                           bargaining unit whose employees were, during such
                           period, covered by a retirement or pension plan to
                           which Employer contributed (other than this Plan).

                  (2)      The amount of the benefit to which such Participant
                           is entitled shall be computed in accordance with
                           4.01, 4.02, 4.03, 4.04, 4.05 or Article V (whichever
                           is applicable), but shall be reduced on an Actuarial
                           Equivalent basis by 100% of the value of any
                           retirement, termination, disability, or death
                           benefits payable to such Participant from such other
                           retirement or pension plan which are attributable to
                           the contributions of Employer. The Committee shall be
                           empowered to adopt rules which shall be applied on a
                           uniform basis to all Employees similarly situated for
                           the determination of benefits under this Section
                           4.07.

         (b)      Any Participant who is granted Credited Service for benefit
                  accrual purposes for any period of employment with any
                  predecessor business prior to its acquisition by Employer or
                  during any period of employment with a Participating Employer
                  prior to its designation as a Participating Employer shall be
                  entitled to a benefit the amount of which shall be computed in
                  accordance with 4.0l, 4.02, 4.03, 4.04, 4,05 or Article V
                  (whichever is applicable) but shall be reduced on an Actuarial
                  Equivalent basis by 100% of the value of any retirement,
                  termination, disability, or death benefits received or payable
                  from the pension or retirement plan of such predecessor
                  business or of such Participating Employer.

4.08     Increase in Benefits for Retired Participants. The Committee may from
         time to time declare an increase in the monthly Retirement Income
         payable to retired Participants, Spouses, or Beneficiaries by reason of
         a former Participant's taking Early, Normal, or Delayed Retirement
         during any given calendar year designated by the Company. The class of
         former Participants to whom such increase applies; the amount of such
         increase; the time when such increase becomes effective; and any other
         relevant information shall from time to time be set forth on the
         records of the Committee.

                                      -27-

4.09     Minimum Benefit of Prior Plans. Notwithstanding any contrary provision
         of this Plan, in no event shall any Participant's Retirement Income
         under this Plan be less than the Participant's benefit that he had
         accrued under the terms of any Predecessor Plan prior to January 1,
         1984

4.10     Change in Control

         (a)      Notwithstanding anything contained herein to the contrary, any
                  Participant who (i) has a Termination Date during the
                  five-year period beginning on the date on which a Change in
                  Control occurs and (ii) at the time of such Termination Date
                  had attained age 55 with 15 years of Credited Service may
                  elect to receive a lump sum distribution of his Accrued
                  Benefit.

         (b)      Notwithstanding anything contained herein to the contrary, the
                  value of a lump sum distribution under this Section will be
                  determined based on the Applicable Mortality Table and the
                  Applicable Interest Rate, which shall mean the following:

                  (1)      Applicable Mortality Table shall have that meaning
                           as defined in Section 2.03 ("Actuarial Equivalent").

                  date of the Participant's deemed Retirement. If the Spouse
                  dies prior to the commencement of the Pre-Retirement Survivor
                  Annuity, no monthly Retirement Income payments shall be made
                  under this Section 5.01.

         (f)      If the Participant does not have three years of Vesting
                  Service at the time of his death, if the Participant dies
                  without a Spouse, or if the Participant dies after his Annuity
                  Starting Date, neither the Participant's Spouse nor the
                  Participant's Beneficiary shall be entitled to Retirement
                  Income under this Section 5.01.

5.02     GPC Death Benefit Plan.

         The Company established a self-funded death benefit (the "GPC Death
         Benefit"). If a surviving Spouse is otherwise entitled to the
         Pre-Retirement Survivor Annuity, the surviving Spouse may waive the
         Pre-Retirement Survivor Annuity and in lieu thereof elect the GPC Death
         Benefit (if otherwise available under the terms of the GPC Death
         Benefit). It is the purpose of this Section 5.02 that if an individual
         receives the GPC Death Benefit, no Pre-Retirement Survivor Annuity
         shall be payable under this Plan.

5.03     Death After Normal Retirement Date but Prior to Delayed Retirement
         Date.

         (a)      Notwithstanding any other provision of the Plan to the
                  contrary, any Participant who remains in Employment after his
                  Normal Retirement Date shall be entitled to elect an optional
                  death benefit in lieu of the death benefits provided under
                  Sections 5.01 or 5.02. The Participant shall elect such
                  optional death benefit by selecting one of the following
                  options on a form provided by the Plan Administrator for such
                  purpose.

                  (i)      A death benefit equal to the monthly amount that
                           would have been paid to the Participant's Beneficiary
                           assuming the Participant had retired on the first day
                           of the month preceding his death and had elected to
                           receive Retirement Income under the Ten Years Certain
                           and Life Option (See Section 6.02(a)(i)). Such death
                           benefit shall be paid to the Participant's
                           Beneficiary for a period of ten years commencing on
                           the first day of the month following the
                           Participant's death.

                  (ii)     A death benefit equal to the monthly amount that
                           would have been paid to the Participant's Beneficiary
                           assuming the Participant had retired on the first day
                           of the month preceding his death and had elected to
                           receive Retirement Income under the Joint and Last
                           Survivor Option (See Section 6.02(a)(ii)) with the
                           Participant's Beneficiary receiving 50%, 75%, or 100%
                           (as designated by the Participant) of the monthly
                           Retirement Income payable to the

                                      -32-

                           Participant during the Participant's lifetime. Such
                           death benefit will be paid to the Participant's
                           Beneficiary for the Beneficiary's lifetime beginning
                           on the first day of the month following the
                           Participant's death.

         (b)      A married Participant's election of the optional death benefit
                  provided by this Section 5.03 shall be void unless the
                  Participant's Spouse (after receipt of the explanation of the
                  Pre-Retirement Survivor Annuity) consents in writing on a form
                  provided by the Plan Administrator in the presence of a Notary
                  Public or Plan representative to the Participant's election of
                  such optional death benefit. The Spouse's consent must
                  acknowledge the effect of such consent and must specifically
                  state the non-Spouse beneficiary, if any, selected by the
                  Participant. However, if the Participant establishes to the
                  satisfaction of the Plan Administrator that his Spouse's
                  consent cannot be obtained because he has no Spouse, because
                  his Spouse cannot be located, or because of other
                  circumstances as determined by applicable Treasury
                  Regulations, the Committee may treat the Participant's
                  election as an election for which spousal consent was
                  obtained. A Spouse's consent pursuant to this paragraph shall
                  be irrevocable.

         (c)      A married Participant may revoke his election of the optional
                  death benefit provided by this Section 5.03 at any time prior
                  to his Delayed Retirement Date. Furthermore, the Participant's
                  election to receive such optional death benefit shall cease to
                  be valid upon the remarriage of the Participant following the
                  death or divorce of the Spouse giving the consent to such
                  optional death benefit. If the Participant revokes his
                  election or if such election otherwise ceases to be valid, any
                  death benefit payable to the Participant's Spouse shall be
                  determined pursuant to Section 5.01.

5.04     Death On or After the Annuity Starting Date.

         Neither the Participant's Spouse nor the Participant's Beneficiary
         shall be entitled to a Retirement Income under this Article V if the
         Participant dies on or after his Annuity Starting Date. Instead, any
         benefit payable to the Participant's Spouse or Beneficiary will be
         determined pursuant to Article VI.

5.05     Purchase of Insurance Policies.

         The Committee may in its discretion direct the Trustee to purchase life
         insurance policies on the lives of Participants in amounts not
         exceeding the death benefits herein provided. Any policy so purchased
         shall name the Trustee as the beneficiary and owner thereof. The
         Committee shall select the Insurer or Insurers providing any such
         policies, establish the terms and conditions thereof, and the premiums
         payable therefor. The Committee shall furnish the Trustee with properly
         completed application forms for its signature. The Committee shall

                                      -33-

         instruct the Trustee in all matters pertaining to any policy issued
         hereunder, including inter alia, the application of any dividends
         payable on any policy. If the Committee shall so direct, the Trustee
         shall enter into agreements in such form as the Committee shall direct
         with an Insurer whereby the Insurer retains custody of any insurance
         policies issued hereunder.

5.06     Lump Sum Distribution to Beneficiary.

         The Plan Administrator shall pay a Spouse or Beneficiary his or her
         Retirement Income under this Article V in a single lump sum in lieu of
         the Spouse's or Beneficiary's monthly Retirement Income, provided the
         Actuarial Equivalent present value of the Spouse's or Beneficiary's
         monthly Retirement Income payments is $5,000 or less. Notwithstanding
         anything to the contrary in this Plan, payment of any such lump sum
         shall act as a complete discharge of the Plan's obligation to provide
         any benefit to the Spouse or any Beneficiary. This provision is
         effective January 1, 2002 and applies to any Spouse and Beneficiary
         whose Annuity Starting Date has not commenced as of January 1, 2002.

6.01     Automatic Forms of Payment.

         If a Participant does not have a Spouse on his Annuity Starting Date,
         the Participant's Retirement Income shall be payable under the Life
         Annuity Option described below unless the Participant otherwise elects
         under Section 6.02. If a Participant has a Spouse on his Annuity
         Starting Date, the Participant's Retirement Income shall be payable
         under the Joint and 50% Survivor Annuity described below unless the
         Participant (with spousal consent) otherwise elects under Section 6.02.

         (a)      Life Annuity Option is a monthly Retirement Income payable
                  during the Participant's lifetime, with payments ceasing upon
                  the Participant's death.

         (b)      Joint and 50% Survivor Annuity is a monthly Retirement Income
                  equal to the reduced Actuarial Equivalent of the Life Annuity
                  Option. The Retirement Income shall be payable to the
                  Participant for his life, and upon the Participant's death,
                  50% of such Retirement Income shall be payable to the
                  Participant's Spouse for the Spouse's life. Such Retirement
                  Income shall cease on the later of the death of the
                  Participant or the death of the Participant's Spouse.

6.02     Optional Forms of Payment.

         (a)      Within 90 days prior to the Participant's Annuity Starting
                  Date, the Participant may elect to receive any of the
                  following optional forms of payment in lieu of the automatic
                  form of payment described in Section 6.01. In addition, a
                  married Participant may designate a non-Spouse Beneficiary to
                  receive the Retirement Income, if any, that is payable upon
                  such Participant's death.

                  (i)      Ten Years Certain and Life Option is a monthly
                           Retirement Income equal to the reduced Actuarial
                           Equivalent of the Life Annuity Option. The Retirement
                           Income shall be payable to the Participant during his
                           lifetime and, in the event of the Participant's death
                           within a period of ten years after the commencement
                           of benefits, the same monthly amount shall be payable
                           to the Participant's Beneficiary for the remainder of
                           such ten-year period.

                  (ii)     Joint and Last Survivor Option is a monthly
                           Retirement Income equal to the reduced Actuarial
                           Equivalent of the Life Annuity

                                      -35-

                           Option. The Retirement Income shall be payable to the
                           Participant for his life, and upon the Participant's
                           death, a designated percentage (100%, 75%, or 50%) of
                           the Participant's Retirement Income shall be payable
                           to the Participant's Beneficiary for the
                           Beneficiary's life. Such Retirement Income shall
                           cease on the later of the death of the Participant or
                           the death of the Participant's Beneficiary.

         (b)      A married Participant's election to receive an optional form
                  of payment or to designate a non-Spouse Beneficiary shall be
                  valid only if the Participant's Spouse (after receipt of the
                  written explanation described in Section 6.02(d)) consents in
                  writing on a form provided by the Committee in the presence of
                  a Notary Public or Plan representative to the Participant's
                  election. The Spouse's consent must acknowledge the effect of
                  such consent and must specifically state the non-Spouse
                  beneficiary, if any, selected by the Participant. However, if
                  the Participant establishes to the satisfaction of the
                  Committee that his Spouse's consent cannot be obtained because
                  he has no Spouse, because his Spouse cannot be located, or
                  because of other circumstances as determined by applicable
                  Treasury Regulations, the Committee may treat the
                  Participant's election as an election for which spousal
                  consent was obtained. A Spouse's consent pursuant to this
                  paragraph shall be irrevocable.

         (c)      A Participant may revoke his election of an optional form of
                  payment or make a new election (provided any required spousal
                  consent is obtained) at any time prior to his Annuity Starting
                  Date. Furthermore, the Participant's election shall cease to
                  be valid upon the marriage of the Participant or upon the
                  remarriage of the Participant following the death or divorce
                  of the Spouse giving the consent to the Participant's
                  election. If the Participant revokes his election or if such
                  election otherwise ceases to be valid, the Participant's
                  Retirement Income shall be payable under the applicable
                  automatic form of payment described in Section 6.01.

         (d)      Prior to the Participant's Annuity Starting Date, the Plan
                  Administrator shall provide an election form on which the
                  Participant may elect an optional form of benefit. In addition
                  to the election form, the Plan Administrator shall provide
                  each Participant a written explanation of the applicable
                  automatic form of payment described in Section 6.01 and the
                  optional forms of payment described in Section 6.02(a). Such
                  explanation should describe the circumstances under which
                  Joint and 50% Survivor Annuity will be provided, and an
                  explanation of the financial effect of electing not to have
                  such form. Furthermore, the written explanation shall provide
                  a general description of the eligibility conditions (if any)
                  and other material features of the optional forms of payment
                  including sufficient information regarding the relative values
                  of the optional forms of payment

                                      -36-

                  and the automatic form of payment. If payment is scheduled to
                  commence prior to the Participant's Normal Retirement Date,
                  the written explanation must also inform the Participant of
                  his right to defer receipt of the distribution until his
                  Normal Retirement Date. If a Participant makes a request for
                  additional information that is received 90 days prior to the
                  Annuity Starting Date, such information must be furnished
                  within 30 days. The Participant will then be entitled to a
                  90-day period in which to make or change an election, even if
                  such 90-day period extends beyond the Participant's Annuity
                  Starting Date and, in such case, the Participant's first
                  payment shall be made after such election form has been
                  received, on a retroactive basis, if necessary.

         (e)      If the Participant elects the Joint and Last Survivor Option
                  and the Participant's Beneficiary dies prior to the
                  Participant's Annuity Starting Date, the Participant's
                  election shall be null and void and, unless the Participant
                  makes another election or selects another Beneficiary (with
                  spousal consent if required), the Participant's Retirement
                  Income shall be payable in accordance with the applicable
                  automatic form of payment described in Section 6.01.

         (f)      If the Participant elects the Ten Year Certain and Life Option
                  and the Participant's Beneficiary fails to survive the
                  Participant, the Beneficiary shall be the Participant's
                  Spouse, if living, otherwise to the Participant's descendants
                  who shall take per stirpes. If there are no surviving
                  descendants, the Beneficiary shall be the Participant's
                  estate.

         (g)      An "alternate payee" may, pursuant to a "qualified domestic
                  relations order" (as such terms are defined in Code Section
                  414(p)), receive a distribution in the form of a Life Annuity
                  Option or in the form of any optional form of benefit
                  described in this Section 6.02(a). However, neither an
                  alternate payee nor the alternate payee's spouse may receive a
                  distribution in the form of a Joint and 50% Survivor Annuity
                  or in any other form prohibited by applicable law.

         (h)      Notwithstanding the notice and election periods described in
                  this Section 6.02, the written explanation described in
                  Section 6.02(d) (and Section 417(a)(3)(A) of the Code) may be
                  provided after the Annuity Starting Date. The 90-day
                  applicable election period to waive the Joint and 50% Survivor
                  Annuity shall not end before the 30th day after the date on
                  which such explanation is provided. This provision shall be
                  interpreted in accordance with the provisions of Code Section
                  417(a)(7)(A) and the Treasury Regulations thereunder.

                  A Participant may elect (with any applicable spousal consent)
                  to waive any requirement that the written explanation be
                  provided at least 30 days

                                      -37-

                  before the Annuity Starting Date (or waive the 30-day
                  requirement under the preceding paragraph) if the distribution
                  commences more than 7 days after such explanation is provided,
                  as long as: (1) the Participant has been provided with
                  information that clearly indicates that the Participant has at
                  least 30 days to consider whether to waive the Joint and 50%
                  Survivor Annuity and elect (with spousal consent) a form of
                  distribution other than the Joint and 50% Survivor Annuity
                  and; (2) the Participant is permitted to revoke any
                  affirmative distribution election at least until the Annuity
                  Starting Date or, if later, at any time prior to the
                  expiration of the 7-day period that begins the day after the
                  explanation of the Joint and 50% Survivor Annuity is provided
                  to the Participant.

                  This paragraph (h) shall be effective January 1, 2002.

6.03     Special Distribution Rules.

         (a)      In no event may the payment of Retirement Income commence
                  later than the 60th day after the latest of the close of the

         Notwithstanding anything in this Plan to the contrary, the Plan
         Administrator shall pay a Participant's, Spouse's or Beneficiary's
         Retirement Income in a single lump sum if, as of the payment date, the
         Actuarial Equivalent present value of the Participants' vested
         Retirement Income is $5,000 or less and monthly Retirement Income
         payments to the Participant have not commenced. Notwithstanding
         anything to the contrary in this Plan, the payment of any such lump sum
         shall act as a complete discharge of the Plan's obligation to provide
         any benefit to the Participant, his Spouse, or any Beneficiary of such
         Participant or Spouse. In the event of the subsequent employment of a
         Participant who has received a single sum cash payment pursuant to this
         paragraph, such Participant shall continue to accrue a benefit under
         this Plan based on service before and after his date of reemployment
         subject to all the provisions of this Plan; provided, however, that any
         Retirement Income subsequently payable to the Participant and his
         Beneficiaries shall be reduced on an actuarial equivalent basis by the
         value of the single sum payment received under this paragraph. This
         Section 6.04 shall be effective January 1, 1998.

6.05     Application For Commencement of Benefits.

         A Participant must apply to have Retirement Income commence. The
         application must be on the form prescribed by the Committee, and must
         be filed with the Committee not more than 90 days prior to the
         Participant's Annuity Starting Date. Also see 6.02(h) for delayed
         elections.

6.06     Miscellaneous.

         Notwithstanding any other provision of the Plan, if the amount of any
         Retirement Income computed under the Plan is other than an even dollar
         amount, then the amount of the Retirement Income payable shall be
         increased to the next larger even dollar amount.

6.07     Direct Rollover.

         (a)      This section applies to distributions made on or after January
                  1, 1993. Notwithstanding any provision of the Plan to the
                  contrary that would otherwise limit a Distributee's election
                  under this section, a Distributee may elect, at the time and
                  in the manner prescribed by the Committee, to have any portion
                  of an Eligible Rollover Distribution paid directly to an
                  Eligible Retirement Plan specified by the Distributee in a
                  direct rollover.

                  (i)      the Plan 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

                  (ii)     the Participant, after receiving the notice,
                           affirmatively elects a distribution.

         (d)      Application to Plan. Life Annuity payments, Joint and 50%
                  Survivor Annuity payments, Ten Year Certain and Life Annuities
                  and Joint and Last Survivor Annuities are not Eligible
                  Rollovers and are not subject to the requirements of this
                  Section 6.07. However, lump sum payments of small benefits and
                  certain death benefits (if paid over a period of time less
                  than 10 years) are subject to this Section 6.07 and may be
                  directly rolled over to another Eligible Retirement Plan

6.08     Distributions Pursuant to Qualified Domestic Relations Orders.

         Notwithstanding anything to the contrary in this Plan, a "qualified
         domestic relations order", as defined in Code Section 414(p), may
         provide that any amount to be distributed to an alternate payee may be
         distributed immediately in a single lump sum or single life annuity
         even though the Participant is not yet entitled to a distribution under
         the Plan. The intent of this Section is to provide for the distribution
         of benefits to an alternate payee as permitted by Treasury Regulation
         1.401(a)-13(g)(3). This Section 6.08 shall be effective January 1,
         2000.

7.01     Establishment of Trust Fund. The Board shall designate a Trustee or
         Trustee(s) to serve as herein provided and Trust Agreement(s) shall be
         executed between the Employer and such Trustee(s). The Trust
         Agreement(s), the terms of which are incorporated by reference, shall
         govern the establishment of the Fund or Fund(s) from which the benefits
         provided by the Plan shall be paid.

7.02     Employer Contributions. The Employer shall contribute to the Fund from
         time to time such amounts as the Board or its designee shall determine,
         based upon the recommendations of an Actuary, in order to fund the
         benefits provided hereunder on an actuarially sound basis. All Employer
         contributions when made to the Fund and all property and funds of the
         Trust Fund, including income from investments and from all other
         sources, shall be retained for the exclusive benefits of Participants
         and Beneficiaries and shall be used to pay Retirement Income provided
         hereunder or to pay expenses of administration of the Plan and the
         Trust Fund provided, however, that the foregoing shall not prevent the
         Trustee from entering into agreement with an Insurer whereby the
         Insurer maintains custody of insurance policies in accordance with
         5.04.

         Upon an Employer's request and to the extent permitted by the Code and
         other applicable laws and regulations thereunder, a contribution which
         was made by a mistake in fact, or conditioned upon the initial
         qualification of the Plan under Code Section 401(a) or upon the
         deductibility of the contribution under Section 404 of the Code shall
         be returned to the Employer within one year after the payment of the
         contribution, the denial of the Plan's initial qualification, or the
         disallowance of the deduction (to the extent disallowed) whichever is
         applicable. All contributions to the Plan are expressly made upon the
         assumption such contributions are fully deductible for federal income
         tax purposes.

7.03     Participant Contributions. No contributions shall be required of or
         permitted by any Participant under this Plan.

7.04     Miscellaneous.

         (a)      Any actuarial gains arising from actuarial experience under
                  the Plan shall be used to reduce the Employer contributions
                  and will not be used to increase any benefits payable under
                  this Plan. No forfeiture arising from severance of employment,
                  death or for any other reason, shall be applied to increase
                  the benefits any Participant would otherwise receive under the
                  Plan at any time prior to the termination of the Plan or the
                  complete discontinuance of Employer contributions hereunder,
                  but all amounts so

                                      -43-

                  forfeited shall be used as soon as possible to reduce the
                  Employer contributions under the Plan.

         (b)      No person shall have any interest in or right to the Fund or
                  any part thereof, except as expressly provided in the Plan.

         (b)      The Executive Committee of the Board or its designee shall
                  have the power to amend any or all of the provisions of the
                  Plan. (However, see 8.06(c) for certain amendment powers
                  granted to the Committee).

         (c)      The Board shall have no other responsibilities with respect
                  to the Plan.

8.03     Trustee(s).

         The Trustee(s) shall exercise all of the powers and duties assigned to
         the Trustee(s) as set forth in the Trust Agreement(s). The Trustee(s)
         shall have no other responsibilities with respect to the Plan. (See
         Section 2.52 and Schedule C.)

8.04     Insurer.

         An Insurer which issues an insurance policy under 5.04 shall perform
         its obligations under any such policy in accordance with the terms
         thereof. An Insurer which agrees to maintain custody of such policies
         in accordance with 5.04 shall hold and safeguard such policies subject
         to the provisions of the written agreement with the Trustee. The
         Insurer shall have no other responsibilities with respect to the Plan.

8.05     Pension and Benefits Committee.

         (a)      The Committee shall consist of not less than three individuals
                  who shall be appointed by and serve at the pleasure of the
                  Board or the Compensation and Stock Option Committee. Any
                  Participant, officer, former officer or director of any
                  Employer shall be eligible to be appointed a member of the
                  Committee and all members shall serve as such without
                  compensation. Upon termination of his employment with such
                  Employer or upon termination of his position as a director, if
                  not a Participant or former officer, he shall cease to be a
                  member of the Committee. The Board or the Compensation and
                  Stock Option Committee shall have the right to remove any
                  member of the Committee at any time. A member may resign at
                  any time by written notice to the Committee and the Board or
                  the Compensation and Stock Option Committee. If a vacancy in
                  the Committee should occur, a successor shall be appointed by
                  the Board or the Compensation and Stock Option Committee. The
                  Committee shall by written notice keep the Trustee notified of
                  current membership of the Committee, its officers and agents.
                  The Committee shall furnish the Trustee a certified signature
                  card for each member of the Committee and for all purposes
                  hereunder the Trustee shall be conclusively entitled to rely
                  upon such certified signatures.

         (b)      The Board or the Compensation and Stock Option Committee shall
                  appoint a Chairman and a Secretary from among the members of
                  the

                                      -46-

                  Committee. All resolutions, determinations and other actions
                  shall be by a majority vote of all members of the Committee.
                  The Committee may appoint such agents, who need not be members
                  of the Committee, as it deems necessary for the effective
                  performance of its duties, and may delegate to such agents
                  such powers and duties, whether ministerial or discretionary,
                  as the Committee deems expedient or appropriate. The
                  compensation of such agents shall be fixed by the Committee;
                  provided, however, that in no event shall compensation be paid
                  if such payment violates the provisions of Section 406 of the
                  Act and is not exempted from such prohibitions by Section 408
                  of the Act.

         (c)      The Committee shall have complete control of the
                  administration of the Plan with all powers necessary to enable
                  it to properly carry out the provisions of the Plan. In
                  addition to all implied powers and responsibilities necessary
                  to carry out the objectives of the Plan and to comply with the
                  requirements of the Act, the Committee shall have the
                  following specific powers and responsibilities:

                  (1)      to construe the Plan and Trust Agreement and to
                           determine all questions arising in the
                           administration, interpretation and operation of the
                           Plan;

                  (2)      to decide all questions relating to the eligibility
                           of Employees to participate in and to receive
                           benefits under the Plan and Trust Agreement;

                  (3)      to determine the benefits of the Plan to which any
                           Participant or Beneficiary may be entitled;

                  (4)      to adopt procedures for providing adequate notice in
                           writing to any Participant or Beneficiary whose claim
                           for benefits under the Plan is denied, which notice
                           shall set forth the specific reasons for such denial
                           (written in a manner calculated to be understood by
                           the Participant or Beneficiary); and to provide a
                           procedure for affording a reasonable opportunity to
                           any Participant or Beneficiary whose claim for
                           benefits has been denied, a full and fair review by
                           the Committee of the decision denying the claim;

                  (5)      to keep records of all acts and determinations of the
                           Committee, and to keep all such records, books of
                           accounts, data and other documents as may be
                           necessary for the proper administration of the Plan;

                  (6)      to prepare and distribute to all Plan Participants
                           and Beneficiaries information concerning the Plan and
                           their rights under the Plan,

                                      -47-

                           including, but not limited to, all information which
                           is required to be distributed by the Act, the
                           regulations thereunder, or by any other applicable
                           law;

                  (7)      to file with the Secretary of Labor such reports and
                           additional documents as may be required by the Act
                           and regulations issued thereunder, including, but not
                           limited to, a plan description, summary plan
                           description, modifications and changes, annual
                           reports, terminal reports and supplementary reports;

                  (8)      to file with the Secretary of the Treasury and the
                           Pension Benefit Guaranty Corporation all reports and
                           information required to be filed by the Internal
                           Revenue Code, the Act and regulations issued under
                           each;

                  (9)      to do all things necessary to operate and administer
                           the Plan in accordance with its provisions and in
                           compliance with applicable provisions of federal law;

                  (10)     to amend certain portions of this Plan as
                           specifically delegated to the Committee in this Plan
                           (e.g., any Schedule authorizing Affiliated Sponsors
                           to participate in the Plan, etc.), to amend the Plan
                           to comply with changes in law recommended by legal
                           counsel that are necessary to maintain the tax
                           qualified status of the Plan and to make other
                           amendments to the Plan that do not materially
                           increase the costs associated with the plan.; and

8.06     Standard of Fiduciary Duty.

         Any Fiduciary, or any person designated by a Fiduciary to carry out
         fiduciary responsibilities with respect to the Plan, shall discharge
         his duties solely in the interests of the Participants end
         Beneficiaries for the exclusive purpose of providing them with benefits
         and defraying the reasonable expenses of administering the Plan. Any
         Fiduciary shall discharge his duties with the care, skill, prudence and
         diligence under the circumstances then prevailing that a prudent man
         acting in a like capacity and familiar with such matters would use in
         the conduct of an enterprise of a like character and with like aims.
         Any Fiduciary shall discharge his duties in accordance with the
         documents and instruments governing the Plan insofar as such documents
         and instruments are consistent with the provisions of the Act.
         Notwithstanding any other provisions of the Plan, no Fiduciary shall be
         authorized to engage in any transaction which is prohibited by Sections
         406 and 2003(a) of the Act or Section 4975 of the Code in the
         performance of its duties hereunder.

8.07     Indemnification of Committee.

         To the extent permitted under the Act, the Plan shall indemnify the
         Board, the Compensation and Stock Option Committee and the Committee
         against any cost or liability which they may incur in the course of
         administering the Plan and executing the duties assigned pursuant to
         the Plan. The Employer shall indemnify the Committee, the Compensation
         and Stock Option Committee and the members of the Board against any
         personal liability or cost not provided for in the preceding sentence
         which they may incur as a result of any act or omission in relation to
         the Plan or its Participants. The Employer may purchase fiduciary
         liability insurance to insure its obligation under this Section.

8.08     Claims Procedure.

         Any Participant, Former Participant, Beneficiary, Spouse or legal
         representative thereof (hereinafter referred to as "Claimant"), may
         file a claim for benefits under the Plan by submitting to the Committee
         a written statement describing the nature of the claim and requesting a
         determination of its validity under the terms of the Plan. All
         applications for benefits must be submitted within the "applicable
         limitations period." The "applicable limitations period" shall be two
         years, beginning on (i) the date on which the payment was made, or (ii)
         for all other claims, the date on which the action complained or
         grieved of occurred. Within sixty (60) days after the date such claim
         is received by the Committee, it shall issue a ruling with respect to
         the claim.

         If special circumstances require an extension of time for processing,
         the Committee shall send the Claimant written notice of the extension
         prior to the termination of the 60-day period. In no case, however,
         shall the extension of time

                                      -49-

         delay the Committee's decision on such appeal beyond one hundred twenty
         (120) days following receipt of the actual request. If the claim is
         wholly or partially denied, written notice shall be furnished to the
         claimant, which notice shall set forth in a manner calculated to be

         No action at law or in equity to recover under this Plan shall be
         commenced later than one year from the date of the decision on review
         (or if no decision is furnished within 120 days of receipt of the
         request for review, one year after the 120th day after receipt of the
         request for review).

         This Section 8.08 shall be effective January 1, 2002. Prior to such
         date, the claims procedure of the Prior Plan apply.

8.09     Appointment of Investment Manager.

         The Company, acting through its Chief Executive Officer or the
         Committee, may from time to time appoint (and remove) one or more
         investment fund managers (the "Investment Manager") who shall have the
         authority to direct investments to be made by the Trustee with respect
         to all or any part of the assets of the Trust Fund. Any such Investment
         Managers must either be registered as an investment advisor under the
         Investment Advisors Act of 1940 or be a bank, as defined in such Act.
         Any Investment Managers appointed under this Section shall acknowledge,
         in writing, its acceptance of such appointment and that it is a
         fiduciary with respect to the assets of the Trust Fund subject to its
         investment direction. Upon receipt of written notice of the appointment
         of an Investment Manager, the Trustee shall perform such custodial and
         disbursing functions and ministerial acts relating to investments
         directed by the Investment Manager as may be required to carry out the
         administration of the Trust Fund but shall be relieved of all
         responsibility for investment or failure to invest that portion of the
         Trust Fund subject to investment direction by the Investment Manager
         during the period of appointment of such Investment Manager.

9.01     Amendment of the Plan.

         The Compensation and Stock Option Committee or its designee (or the
         Committee to the extent permitted by Section 8.06(c)) shall have the
         right, at any time, to amend any or all of the provisions of the Plan;
         provided, however, that no such amendment shall authorize or permit any
         part of the Fund held by the Trustee to be diverted to purposes other
         than for the exclusive benefit of Participants and their Beneficiaries;
         and further provided that no amendment shall have the effect of
         revesting in the Employer any portion of the Fund except such amounts
         as may, due to erroneous actuarial computation, remain in the Fund
         after termination of the Plan and after all liabilities under the Plan
         have been satisfied.

9.02     Termination of the Plan.

         (a)      The Employer expects this Plan to be continued indefinitely
                  but, of necessity, the right to terminate the Plan and its
                  Contributions hereunder at any time with respect to its
                  Employees is reserved by the Company. In the event that it
                  becomes necessary to terminate or partially terminate the
                  Plan, or there is a complete discontinuance of Employer
                  contribution, then the Accrued Benefit of each Participant, to
                  the extent funded, shall become fully vested and
                  non-forfeitable as of the date of such termination or partial
                  termination in the manner hereinafter provided in this Section
                  9.02.

         (b)      If the Company shall elect to terminate the Plan, the Board or
                  the Compensation and Stock Option Committee shall give written
                  notice of such fact to the Committee, thereafter the Committee
                  shall wind up the affairs of the Plan and file all requests
                  for determinations, notices of intent to terminate and
                  terminal reports as may be required by the Internal Revenue
                  Code, the Act and regulations issued thereunder.

         (c)      In the event that the Plan shall be terminated or partially
                  terminated, the Committee shall then allocate the assets of
                  the Plan among the Employers and, with respect to each
                  terminating Employer separately, shall arrange for the assets
                  of the Plan (available to provide benefits) to be allocated
                  among the Participants and Beneficiaries in accordance with
                  Section 4044 of the Act and regulations issued thereunder, in

10.01    Headings.

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

10.02    Governing Law.

         The Plan shall be construed and enforced and all provisions thereof
         administered in accordance with the Act and to the extent not governed
         by the Act in accordance with the laws of the State of Georgia.

10.03    Spendthrift Clause.

         Except as provided (1) in the terms of a "qualified domestic relations
         order" as defined in Code Section 414(p), (2) by the terms of a
         judgment, order, decree or settlement agreement described in Code
         Section 401(a)(13)(C) entered into on or after January 1, 2002, or (3)
         to the extent otherwise required or permitted by law, none of the
         benefits, payments, proceeds or distributions under this Plan shall be
         subject to the claim of any creditor of the Former Employee,
         Participant or Beneficiary hereunder, or to any legal process by any
         creditor of such Former Employee, Participant or Beneficiary, and none
         of them shall have any right to alienate, commute, anticipate or assign
         any of the benefits, payments, proceeds or distributions under this
         Plan except to the extent expressly provided herein to the contrary. If
         any Participant shall attempt to dispose of the benefits provided for
         him hereunder, or to dispose of the right to receive such benefits, or
         in the event there should be an effort to seize such benefits or the
         right to receive such benefits by attachment, execution or other legal
         or equitable process, such right may pass and be transferred, at the
         discretion of the Committee, to such one or more as may be appointed by
         the Committee from among the Beneficiaries, if any, theretofore
         designated by the Participant, or from the spouse, children or other
         dependents of the Participant, in such shares as the Committee may
         appoint. Any appointment so made by the Committee may be revoked by it
         at any time and further appointment made by it which may include the
         Participant.

10.04    Legally Incompetent; Minors.

         If any Former Employee, Participant or Beneficiary is a minor, or, in
         the judgment of the Committee, is otherwise legally incapable of
         personally receiving and giving a valid receipt for any payment due him
         hereunder, the Committee may, unless and until claim shall have been
         made by a duly appointed guardian or

                                      -59-

         committee of such person, direct that such payment or any part thereof
         be made to such person's spouse, child, parent, brother or sister, or
         other person deemed by the Committee to have incurred expense for or
         assumed responsibility for the expenses of such person.

10.05    Discrimination.

         The Employer, through the Committee, shall administer the Plan in a
         uniform and consistent manner with respect to all Participants and
         shall not permit discrimination in favor of Highly Compensated
         Employees.

10.06    Claims.

         Any payment to a Participant or Beneficiary, or to their legal
         representatives, in accordance with the provisions of this Plan, shall
         to the extent thereof be in full satisfaction of all claims hereunder
         against the Trustee, Committee and the Employer, any of whom may
         require such Participant, Beneficiary or legal representative, as a
         condition precedent to such payment, to execute a receipt and release
         therefor in such form as shall be determined by the Trustee, the
         Committee or the Employer, as the case may be.

10.07    Compliance With Applicable Laws.

         The Employer, through the Committee, shall interpret and administer the
         Plan in such manner that the Plan and Trust shall remain in compliance
         with the Code, with the Act, and all other applicable laws, regulations
         and revenue rulings.

10.08    Merger.

         In the event of any merger or consolidation of the Plan with any other
         plan, or the transfer of assets or liabilities by the Plan to another
         plan, each Participant must receive (assuming that the Plan then
         terminated) a benefit immediately after the merger, consolidation, or
         transfer which is equal to or greater than the benefit such Participant
         would have been entitled to receive immediately before the merger,
         consolidation, or transfer (assuming that the Plan had then
         terminated), provided such merger, consolidation, or transfer took
         place after the date of enactment of the Act.

10.09    Forfeiture of Benefits Where Recipient Cannot be Located.

         (a) Except as provided in Section 10.09(b) below, if the Plan may
         distribute a Participant's Accrued Benefit and the Employer has been
         unable to locate said Participant or his Beneficiary after taking such
         actions as are prudent under the circumstances to locate the
         Participant or Beneficiary, the Committee shall declare the Accrued
         Benefit to be a forfeiture.

                                      -60-

         (b) Should a Participant or Beneficiary whose benefit has been
         forfeited under the provisions of Section 10.09(a) later be located,
         the Committee shall immediately direct the Trustee to commence payment
         of benefits to said Participant or his Beneficiary, according to the
         terms of the Plan. The Employer shall make up any resultant deficiency
         in the Trust Fund as soon as possible thereafter.

10.10    Qualified Military Service.

         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 Code Section
         414(u). It is the intent of this Section 10.10 to adopt the IRS model
         amendment set forth in Rev. Proc. 96-49 for the purposes set forth in
         such revenue procedure.

10.11    Use of Electronic Media.

         Notwithstanding any provision of the Plan to the contrary, the Plan may
         fulfill any notice, election, consent, disclosure, or other requirement
         using electronic media, to the extent permitted by relevant guidance
         from the Internal Revenue Service or the Department of Labor.
         Electronic media includes, but is not limited to, e-mail, Internet,
         intranet systems, voice response, telephone, or other paperless
         systems. Accordingly, any requirement in the Plan or applicable law or
         regulations that a particular action be done in writing may be
         fulfilled electronically, to the extent permitted by the Internal
         Revenue Service or the Department of Labor.

         This Section 10.11 shall be effective January 1, 2002.

12.01    General Rule.

         If the Plan is or becomes Top-Heavy, the provisions of this Article
         will supersede any conflicting provision in the Plan.

12.02    Definitions.

         (a)      Top-Heavy: The Plan shall be Top-Heavy for the Plan Year if,
                  as of the Determination Date, the present value of the Accrued
                  Benefits attributable to Key Employees exceeds 60% of the
                  present value of all Accrued Benefits under the Plan. If the
                  Employer maintains more than one plan, all plans in which any
                  Key Employee participates and all plans which enable this Plan
                  to satisfy the antidiscrimination requirements of Section
                  401(a)(4) and 410 must be combined with this Plan ("required
                  aggregation group") for the purposes of applying the 60% test
                  described in the preceding sentence. Plans maintained by the
                  Employer which are not in the required aggregation group may
                  be combined at the Employer's discretion with this Plan for
                  the purposes of determining Top-Heavy status if the combined
                  plan satisfies the requirements of Code Section 401(a)(4). If
                  the Employer maintains a defined contribution plan which is
                  aggregated with this Plan, the account balances of
                  participants under the defined contribution plan shall be
                  determined in accordance with the provisions of that plan and
                  combined with Accrued Benefits under this Plan for the purpose
                  of applying the 60% test described in the first sentence of
                  this paragraph.

                  In determining the present value of Participant Accrued
                  Benefits, all distributions made during the five year period
                  ending on the Determination Date shall be included. The
                  Accrued Benefit of (i) any employee who at one time was a Key
                  Employee but who is not a Key Employee for the Plan Year
                  ending on the Determination Date; and (ii) any employee who
                  has received no Compensation from the Employer or a related
                  employer maintaining a plan in the aggregation group for the
                  five years immediately preceding the Determination Date shall
                  be disregarded in determining Top-Heavy status.

                  For the purposes of this subsection, a Participant rollover
                  shall be included in the present value of Participant Accrued
                  Benefits except to the extent that the rollover was received
                  in a transaction consummated after December 31, 1983 which was
                  initiated by the Participant and the amount

                                      -63-

                  received is attributable to a distribution or transfer from
                  the plan of an employer which is unrelated to the Employer.

                  Solely for the purpose of determining if the Plan, or any
                  other plan included in the required aggregation group, is
                  Top-Heavy, the Accrued Benefit of an Employee other than a Key
                  Employee shall be determined under (i) the method, if any,
                  that uniformly applies for accrual purposes under all plans
                  maintained by the Affiliates, or (ii) if there is no such
                  method, as if such benefit accrued not more rapidly than the
                  slowest accrual rate permitted under the fractional accrual
                  rate of Code Section 411(b)(1)(C). This paragraph shall be
                  effective January 1, 1987.

         (b)      Key Employee. Shall mean any Employee or former Employee (and
                  the Beneficiaries of such Employee) who at any time during the
                  Plan Year which ends on the Determination Date or the
                  preceding 4 Plan Years (1) was an officer of the Employer
                  having annual Compensation from the Employer greater than 50%
                  of the amount in effect under Code Section 415(b)(1)(A) for
                  such Plan Year; (ii) an owner (or considered an owner under
                  Section 318 of the Code) of one of the ten largest interests
                  in the Employer if such individual's Compensation equals or
                  exceeds the dollar limitation under Section 415(c)(1)(A) of
                  the Code; (iii) a 5-percent owner of the Employer; or (iv) a
                  1-percent owner of the Employer who has an annual Compensation
                  of more than $150,000.

         (c)      Determination Date: For any Plan Year, the last day of the
                  preceding Plan Year.

         (d)      Non-key Employee. Any Participant who is not a Key-Employee.

         (e)      Present Value: The present value of Accrued Benefits for the
                  purpose of determining Top-Heavy status, shall be calculated
                  in accordance with the actuarial assumptions specified in
                  Section 2.03 of the Plan.

12.03    Minimum Accrued Benefit.

         (a)      Notwithstanding any other provision in this Plan except (b)
                  below, for any Plan Year in which this Plan is Top-Heavy, each
                  Participant who is not a Key Employee and has completed 1,000
                  Hours of Service will accrue a benefit (to be provided solely
                  by Employer contributions and expressed as a single life
                  annuity commencing at Normal Retirement Age) of not less than
                  two percent (2%) of his or her highest average Compensation
                  for the five consecutive years for which the Participant had
                  the highest Compensation. The minimum accrual applies even
                  though under other Plan provisions the Participant would not
                  otherwise be entitled to receive an accrual, or would have
                  received a lesser accrual for the year because

                                      -64-

                  (i) the Participant fails to make mandatory contributions to
                  the Plan, (ii) the Participant's Compensation is less than a
                  stated amount, (iii) the Participant is not employed on the
                  last day of the accrual computation period, or (iv) the Plan
                  is integrated with Social Security.

         (b)      No additional benefit accruals shall be provided pursuant to
                  (a) above to the extent that the total accrual on behalf of
                  the Participant attributable to Employer contributions will
                  provide a benefit expressed as a single life annuity
                  commencing at Normal Retirement Age that equals or exceeds 20
                  percent of the Participant's highest average compensation for
                  the five consecutive years for which the Participant had the
                  highest compensation. Also, the benefit accrual requirement of
                  this section shall not apply if the Employer maintains a
                  defined contribution plan and contributes thereto an amount
                  sufficient to render the benefit accrual requirements of this
                  section inapplicable under regulations prescribed by the
                  Secretary of the Treasury.

12.04    Form of Benefit.

         If the form of benefit is other than a single life annuity, the
         Participant must receive an amount that is the actuarial equivalent of
         the minimum single life annuity benefit. If the benefit commences at a
         date other than at Normal Retirement Age, the Participant must receive
         at least an amount that is the actuarial equivalent of the minimum
         single life annuity benefit commencing at Normal Retirement Age.

12.05    Nonforfeitability of Employer Top-Heavy Contribution.

         The Employer Top-Heavy Accrued Benefit (to the extent required to be
         nonforfeitable under Code Section 416(b)) may not be forfeited under
         Code Sections 411(a)(3)(B) or 411(a)(3)(D).

12.06    Minimum Vesting.

         If the Plan becomes Top Heavy, the following vesting schedule shall be

  Vesting Service     Percent of Accrued
at Termination Date     Benefit Vested
-------------------   ------------------
      2 years                20%
      3 years                40%
      4 years                60%
      5 years                80%
      6 years               100%

         The vesting schedule described above shall not apply to any Participant
         unless the Participant has accumulated at least one Hour of Service
         after the Plan becomes Top Heavy. If the Plan becomes Top Heavy and
         subsequently ceases to be such, the vesting schedule described above
         shall continue to apply in determining the vested Accrued Benefit of
         any Participant who has at least three years of Vesting Service on the
         last day of the Top Heavy Plan Year. Notwithstanding the foregoing, no
         change in the vesting schedule shall reduce the then vested percentage
         of any Participant's Accrued Benefit.

12.07    Combined Plan Limitation For Top-Heavy Years Repealed.

         Effective January 1, 2000, adjustments to the combined plan limitation
         of Code Section 415 for top heavy plans are repealed and no longer
         applicable.

13.01    General Rule.

         The annual benefit payable to a Participant at any time shall not
         exceed the maximum permissible amount. "Maximum permissible amount"
         shall mean the lesser of (i) $90,000 (such limitation to be adjusted
         automatically as determined by the Commissioner of Internal Revenue for
         each calendar year, and the new limitation to apply to limitation years
         ending within the calendar year of the date of the adjustment); or (ii)
         100 percent of the Participant's highest average compensation. If the
         annual benefit commences before or after the Participant's Social
         Security Retirement Age, the maximum permissible amount shall be
         determined under Section 415 of the Code and Regulations and rulings
         thereunder. If the annual benefit commences when the Participant has
         less than ten years of Vesting Service with the Company or less than
         ten years of participation in this Plan or any predecessor plan to this
         Plan, the maximum permissible amount otherwise defined above shall be
         reduced by one-tenth for each year less than ten in accordance with
         applicable regulations.

13.02    Combined Plan Limitations.

         Effective January 1, 2000, the provisions of the Plan dealing with the
         combined plan limitations of Code Section 415(c) are deleted.

13.03    Definitions. For purposes of Article XIII, the following definitions
         shall apply:

         (a)      "Annual benefit" means Retirement Income under the Plan which
                  is payable annually in the form of a straight life annuity.
                  The interest rate assumption used to determine actuarial
                  equivalence for this purpose shall be the greater of the
                  interest rate specified in this plan or 5 percent. No
                  actuarial adjustment to the benefit is required for (i) the
                  value of a qualified Joint and Survivor Annuity; (ii) the
                  value of benefits that are not directly related to retirement
                  benefits (such as a qualified disability benefit,
                  pre-retirement death benefits, and post-retirement medical
                  benefits); or (iii) the value of post-retirement
                  cost-of-living increases made in accordance with federal
                  income tax regulations.

         (b)      "Compensation" means a Participant's wages as defined in Code
                  Section 3401(a) (wages subject to income tax withholding at
                  the source) but without regard to exceptions contained in Code
                  Section 3401(a) for wages based on the nature or location of
                  the employment or the services performed. The intent of this
                  definition is to comply with the alternative

                                      -67-

                  definition of compensation described in Treasury Regulation
                  Section 1.415-2(d)(11)(ii).

14.01    In General.

         For the purposes of this Plan, the term "Highly Compensated Employee"
         is any active Employee described in Section 14.02 below and any Former
         Employee described in Section 14.03 below. Various definitions used in
         this Section are contained in Section 14.04. A Non-highly Compensated
         Employee is an Employee who is not a Highly Compensated Employee.

14.02    Highly Compensated Employees.

         (a)      Look-Back Year. An Employee is a Highly Compensated Employee
                  if during a Look Back Year the Employee:

                  (1) is a 5 Percent Owner; or

                  (2) receives Compensation in excess of $85,000.

                  The dollar amount described above shall be increased annually
                  as provided in Code Section 414(q)(1).

         (b)      Current Year. An Employee is a Highly Compensated Employee if
                  during a Current Year the Employee is a 5 Percent Owner.

14.03    Former Highly Compensated Employee.

         A Former Employee is a Highly Compensated Employee if (applying the
         rules of Section 14.02(a) or (b)) the Former Employee was a Highly
         Compensated Employee during a Separation Year or during any Current
         Year ending on or after the Former Employee's 55th birthday.

14.04    Definitions.

         The following special definitions shall apply to this Article 14:

         Compensation shall have that meaning as elected by the Committee
         provided the definition satisfies Code Section 415(c)(3).

         Employer for purposes of this Article 14 shall mean the Employer and
         its Affiliates.

         5 Percent Owner shall mean any Employee who owns or is deemed to own
         (within the meaning of Code Section 318), more than five percent of the
         value of the outstanding stock of the Employer or stock possessing more
         than five percent of the total combined voting power of the Employer.

         Former Employee shall mean an Employee (i) who has incurred a Severance
         from Service Date or (ii) who remains employed by the Employer but who
         has not performed services for the Employer during the Current Year
         (e.g., an Employee on Authorized Leave of Absence).

         Look Back Year shall mean the Plan Year preceding the Current Year, or
         if the Employer elects (and such election is available to the
         Employer), the calendar year ending with or within the Current Year.

         Separation Year shall mean any of the following years:

         (1)      An Employee who incurs a Separation from Service Date shall
                  have a Separation Year in the Current Year in which such
                  Separation from Service Date occurs;

         (2)      An Employee who remains employed by the Employer but who
                  temporarily ceases to perform services for the Employer (e.g.,
                  an Employee on Leave of Absence) shall have a Separation Year
                  in the calendar year in which he last performs services for
                  the Employer;

         (3)      An Employee who remains employed by the Employer but whose
                  Compensation for a calendar year is less than 50% of the
                  Employee's average annual Compensation for the immediately
                  preceding three calendar years (or the Employee's total years
                  of employment, if less) shall have a Separation Year in such
                  calendar year. However, such Separation Year shall be ignored
                  if the Employee remains employed by the Employer and the
                  Employee's Compensation returns to a level comparable to the
                  Employee's Compensation immediately prior to such Separation
                  Year.

14.05    Other Methods Permissible.

         To the extent permitted by the Code, judicial decisions, Treasury
         Regulations and IRS pronouncements, the Committee may (without further
         amendment to this Plan) take such other steps and actions or adopt such
         other methods or procedures (in addition to those methods and
         procedures described in this Article 14) to determine and identify
         Highly Compensated Employees (including

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         adopting alternative definitions of Compensation which satisfy Code
         Section 414(q)(7) and are uniformly applied).

                                             Extent of Credit for
      Name and                                 Service with a
      Designation                           Participating Employer
         Date                              Prior to Designation Date
      -----------                          -------------------------
1.  S.P. Richards                   Participants in the Plan who were employed
    Company                         by S. P. Richards Company shall receive
    January 1, 1984                 Credited Service for all purposes of this
                                    Plan beginning with their employment
                                    commencement date with S. P. Richards
                                    Company but subject to all of the rules
                                    concerning crediting of service set forth in
                                    this Plan.

2.  Balkamp, Inc.                   Participants in the Plan who were employed
    and National                    by Balkamp, Inc. or affiliates NAPA shall
    Automotive Parts                receive Credited Service and Vesting Service
    Association (NAPA)              for all purposes of this Plan beginning with
    January 1, 1984                 their employment commencement date with
                                    Balkamp, Inc. or NAPA, Inc. but subject to
                                    all of the rules concerning crediting of
                                    service set forth in this plan.

3.  Motion                          Eligibility:
    Industries,                     Employees of Motion whose initial date of
    Inc. ("Motion")                 hire is on or after January 1, 1984, shall
    January 1, 1984                 automatically become Participants of this
                                    Plan on the date such Employee satisfies the
                                    age and service requirements of Section 3.02
                                    (and for such purpose all employment with
                                    Motion shall be counted as though it was
                                    employment with the Company).

                                    Employees of Motion whose initial date of
                                    hire is prior to January 1, 1984, and who
                                    have made an election in the manner
                                    authorized by the committee not to
                                    participate in the Motion Industries, Inc.
                                    Profit Sharing Plan (the "Profit Sharing
                                    Plan") shall commence participation in this
                                    Plan, effective as follows:

                                      -78-

                                    1) Employees hired prior to January 1, 1984,
                                    who were Participants in the Profit Sharing
                                    Plan as of December 31, 1983, shall
                                    participate in this Plan effective as of
                                    January 1, 1984, and

                                    2) Employees hired prior to January 1, 1984,
                                    who were not Participants in the Profit
                                    Sharing Plan shall become Participants in
                                    this Plan on the date that they would have
                                    been eligible to participate in the Profit
                                    Sharing Plan if the Profit Sharing Plan as
                                    in effect on December 31, 1983 had continued
                                    unchanged.

                                    Participants in this Plan employed by Motion
                                    who were not participants in the Motion
                                    Profit Sharing Plan as of December 31, 1983,
                                    shall receive Credited Service and Vesting
                                    Service for all purposes of this Plan
                                    beginning with their employment commencement
                                    date with Motion but subject to all of the
                                    rules concerning crediting of service set
                                    forth in this Plan.

                                    Participants employed by Motion who were
                                    participants in the Motion Profit Sharing
                                    Plan as of December 31, 1983 and who elected
                                    to commence participation in this Plan
                                    effective January 1, 1984, shall receive
                                    Vesting Service for purposes of determining
                                    an Employee's vested percentage under
                                    Section 4.05; but service with Motion prior
                                    to January 1, 1984 shall not be credited for
                                    purposes of determining the amount of such
                                    Employee's Retirement Income.

                                    Effective January 1, 1990, the Profit
                                    Sharing Plan was terminated. Employees of
                                    Motion who participated in the Profit
                                    Sharing Plan on December 31, 1989, and who
                                    are employed by Motion on January 1, 1990,
                                    shall commence participation in this Plan
                                    effective as of January 1, 1990. Such
                                    Participants shall receive Vesting Service
                                    under this Plan beginning with their
                                    employment commencement date with Motion but
                                    only for the purpose described in the
                                    following sentence and subject to all of the
                                    rules concerning crediting of service set
                                    forth in this Plan. The Participants

                                      -79-

                                    discussed in this paragraph shall receive
                                    Vesting Service for purposes of determining
                                    an Employee's vested percentage under
                                    Section 4.05. In no event, shall such
                                    Participants receive Credited Service prior
                                    to January 1, 1990 for purposes of
                                    determining the amount of such Employee's
                                    Retirement Income.