Exhibit 4.2

AMENDMENT NO. 1
TO
THE RITE AID 401(k) PLAN

WHEREAS, Rite Aid Corporation ("Company") has established The Rite Aid 401(k) Plan ("Plan"); and

WHEREAS, certain Plan participants who purchased life insurance policies under the Plan ("Electing Participants") have directed the Trustee to elect (actual and deemed) on their behalf to submit a claim under the Claim Evaluation Process of the proposed settlement of the In Re: Great Southern Life Insurance Company Sales Practices Litigation ("Litigation"); and

WHEREAS, the Company desires to amend the Plan to delegate to each Electing Participant the authority to respond to, prepare, and file a claim form in connection with settlement of the Litigation, without it having to be executed or filed by the Trustee of the Plan's trust;

NOW, THEREFORE, effective May 8, 2002, the Plan is hereby amended as follows:

1. Section 4.16 of the Plan is hereby amended by adding the following to the end of the last paragraph of Section 4.16:

"Any Participant who can have a claim form filed in the Litigation ("Claim Form") pursuant to their election under this Section 4.16 shall have the exclusive authority and responsibility to prepare the Claim Form, sign the claim form as the owner wherever the signature of the owner is required, and file the Claim Form ("Filing Participant"). The Filing Participant shall, with respect to the preparation, completion, execution and filing of the Claim Form, have all of the authority the Trustee would have had in connection with the Claim Form in the absence of this
Section 4.16."

IN WITNESS WHEREOF, this Amendment No. 1 to the Plan has been executed this 8th day of May, 2002.

TRUSTEE                                            RITE AID CORPORATION



By: /s/ Richard Varmecky                           By: /s/ Keith W. Lovett
   -----------------------------                      --------------------------
   Richard Varmecky                                   Keith W. Lovett
   Trustee                                            Sr. Vice President,
                                                      Human Resources

Exhibit 4.3

AMENDMENT NUMBER TWO
TO
THE RITE AID 401(k) PLAN

WHEREAS, Rite Aid Corporation ("Corporation") has the authority under The Rite Aid 401(k) Plan ("Plan") to amend the Plan, except in certain respects not material hereto; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001 and has since been amended; and

WHEREAS, the Corporation now desires to amend the Plan, effective as of January 1, 2002, to provide for a change to the definition of disability for purposes of disability retirement to refer to a determination by the Social Security Administration to simplify benefit claims administration under the Plan.

NOW, THEREFORE, effective as of January 1, 2002, the Plan is hereby amended as follows:

1. Section 1.63 of the Plan is hereby amended in its entirety to read as follows:

" 'Total and Permanent Disability' means a physical or mental condition of a Participant resulting from bodily injury, disease, or mental disorder which renders him incapable of continuing his usual and customary employment with the Employer. The disability of a Participant shall be determined by a licensed physician chosen by the Administrator. The determination shall be applied uniformly to all Participants. Notwithstanding the foregoing, effective for claims filed on and after January 1, 2002, Total and Permanent Disability means the condition of a Participant who is determined to be eligible for Social Security disability benefits by the Social Security Administration."

2. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment to the Plan has been executed this 9th day of December, 2002.

RITE AID CORPORATION

By: /s/ Keith W. Lovett
   ------------------------
   Senior Vice President

Exhibit 4.4

AMENDMENT NUMBER THREE
TO
THE RITE AID 401(k) PLAN

WHEREAS, Rite Aid Corporation ("Corporation") has the authority under The Rite Aid 401(k) Plan ("Plan") to amend the Plan, except in certain respects not material hereto; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001 and has since been amended; and

WHEREAS, the Corporation now desires to amend the Plan, effective as of the date on which a Final Order (as defined in the Settlement Agreement) has been entered ("Amendment Effective Date"), to provide for certain special payments and contributions to the Plan, pursuant to the terms of the Settlement Agreement (hereinafter defined);

NOW, THEREFORE, effective as of the Amendment Effective Date, the Plan is hereby amended as follows:

1. A new Section 4.18 is added to Article IV of the Plan, to read as follows:

"4.18 SETTLEMENT AGREEMENT CONTRIBUTIONS

Pursuant to the terms of the Settlement Agreement, and after the Effective Date of the Settlement Agreement, there shall be made, in addition to the contributions otherwise prescribed in this Article, a restorative payment and, if applicable, additional contributions to the Plan by the Employer, in the manner and amounts described in this Section.

(a) Definitions: For the purpose of this Section:

(1) the term "Settlement Agreement" means the Stipulation and Agreement of Settlement dated as of October 31, 2002, by and among State Street Bank and Trust Company; Robert Kolar, individually and as representative of the Plan and its participants and beneficiaries; Rite Aid Corporation; The Prudential Insurance Company of America and Prudential Securities, Inc.; and Frank Bergonzi, Thomas F. Foley, Richard Varmecky, Robert R. Souder, Dean Dell Antonia and Edwin E. Lilja;

(2) the term "Settlement Fund" means the separate fund that has been established pursuant to the terms of the Settlement Agreement, and

(3) the term "Effective Date of the Settlement Agreement" means the date as of which all preconditions to the effectiveness of the Settlement Agreement have been satisfied.

(b) There shall be transferred from the Settlement Fund a restorative payment to the Plan in such amount as is required under the Settlement Agreement. The amount so transferred shall be allocated among the Accounts (either existing or to be established) of all members of the Class (as defined in the Settlement Agreement) in accordance with the methodology prescribed therein. The allocations described in this Section 4.18(b) shall:

(1) for recordkeeping purposes, be commingled with Employer Elective Contributions;

(2) be fully and immediately vested; and

(3) until such date as the Class member makes an effective and superseding election, be invested in accordance with the member's most recent investment election on file with the Plan on the date the restorative payment is received by the Plan, or, in the absence of such an election, be invested in such investment fund as is established under the Plan or under Plan procedures for any portion of the member's interest in the Plan for which he has failed to direct the investment in accordance with the Participant Direction Procedure.

(c) After the close of each Plan Year from 2003 through 2006 inclusive, the Employer shall make a matching contribution to the Plan (in addition to that required under Section 4.1(b) of the Plan) in the amount (if any) determined under the terms of the Settlement Agreement.

Any additional matching contribution described in Paragraph
(c) hereof shall be allocated among the Accounts of all Participants who received a regular matching contribution under Section 4.1(b) of the Plan for the relevant Plan Year, in proportion to each such Participant's regular matching contribution for that year and shall be invested in the same manner as described in subsection (b)(3) of this section."

2. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment to the Plan has been executed this 25th day of February, 2003.

RITE AID CORPORATION

By:   /s/ Keith W. Lovett
      -------------------------
Title: Senior Vice President

Exhibit 4.5

AMENDMENT NUMBER THREE
TO
THE RITE AID 401(k) PLAN

WHEREAS, Rite Aid Corporation ("Corporation") has the authority under The Rite Aid 401(k) Plan ("Plan") to amend the Plan, except in certain respects not material hereto; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001 and has since been amended; and

WHEREAS, the Plan contains the trust provisions (the "Trust") within a single document; and

WHEREAS, the Corporation, by action of the Trustee Search Committee, is entering into separate Trust agreements under which two financial institutions will serve as Trustees of the Plan; and

WHEREAS, the Corporation now desires to amend the Plan, effective as of April 1, 2003, to remove the trust provisions and thereby bifurcate the Plan provisions and the Trust provisions into separate documents to facilitate the execution and maintenance of the Trust agreements with the institutional trustees; and

WHEREAS, the Corporation desires to further amend the Plan, effective April 1, 2003, to clarify the investment management provisions of the Plan consistent with the bifurcated Plan and Trust documents; and

WHEREAS, the Corporation desires to further amend the Plan to revise the administrative provisions of the Plan in accordance with the resolutions of the Board of Directors of the Corporation.

NOW, THEREFORE, effective as of April 1, 2003, the Plan is hereby amended as follows:

1. The initial recitals of the Plan are amended to read as follows:

"WHEREAS, the Rite Aid Corporation (the "Employer") established The Rite Aid 401(k) Plan (the "Plan") effective April 1, 1985 (formerly known as the Rite Aid Employee Investment Opportunity Plan), which has been amended from time to time; and

WHEREAS, the Plan, as most recently amended and restated effective January 1, 2001 and as subsequently amended, is an agreement between the Employer and the Plan Trustee(s) as a combined Plan and Trust Agreement; and

WHEREAS, the Employer and the sole remaining Plan Trustee desire that the Plan and the Trust be bifurcated into two separate documents and to make certain other changes with respect to the management of Plan assets.

NOW, THEREFORE, the Employer and the Trustee, hereby agree to the following amendment to the terms of the Plan, effective April 1, 2003, as follows:"

2. Section 1.29 of the Plan is hereby amended in its entirety to read as follows:

" `Funding Agent' means any insurance company, a Trustee or Trustees selected by the Employer or its designee to hold assets of the Plan, receive contributions or pay benefits under and in accordance with the terms of the Plan."

3. Section 1.64 of the Plan is hereby amended in its entirety to read as follows:

" 'Trustee' means the party or parties so appointed by the Employer or its designee and each of their respective successors. The Employer, or its designee, may appoint separate parties as the Trustee with respect to certain assets or certain classes of assets of the Plan, including the appointment of a Trustee with respect to any "Employer Securities" held by the Plan. If more than one Trustee is so appointed, the term "Trustee" shall include all Trustees with respect to the respective Plan assets over which they have been appointed."

4. Section 1.65 of the Plan is hereby amended in its entirety to read as follows:

" 'Trust Fund' means all of the assets of the Plan held by the Trustee."

5. A new Section 1.69 of the Plan is hereby added to read as follows:

" `Named Fiduciary' means the Employer and, to the extent so designated, the person or persons named by the Employer as having fiduciary responsibility for the management and control of Plan assets, shall be known as the "named fiduciary" hereunder with respect to those assets. Each fiduciary shall have only those particular powers, duties, responsibilities and obligations as are specifically delegated to him or her under the Plan or the Trust Agreement. Any fiduciary, if so appointed, may serve in more than one fiduciary capacity and may also serve in a non-fiduciary capacity."

6. A new Section 1.70 of the Plan is hereby added to read as follows:

" 'Trust Agreement' means the trust instrument(s) executed by the Employer, or its designee, and the Trustee or Trustees for purposes of providing a vehicle to hold and invest the assets of the Plan."

7. Section 2.3 of the Plan is hereby amended in its entirety to read as follows:

"Section 2.3 DESIGNATION OF ADMINISTRATIVE AUTHORITY.

(a) The Employee Benefits Administration Committee ("EBAC") of Rite Aid shall be the Administrator. The Employer may appoint the members of the EBAC. Any person so appointed shall signify his acceptance by filing a written acceptance with the Employer. Upon the resignation or removal of any individual serving on the EBAC, the Employer may designate a successor.

(b) The EBAC shall have the authority and responsibility to undertake the following:

(1) monitor compliance with the Plan's investment policies and address failures to comply with the policies;

(2) manage and supervise the Trustee, including performance reviews;

(3) act as the Administrator for the Plan;

(4) assume general fiduciary responsibility for the administration and operation of the Plan, except as is delegated to the Trustee and/or an Investment Manager (within the meaning of Section 3(38) of ERISA);

(5) arrange for an annual presentation to the Board of Directors of the Employer concerning compliance, investment performance and funding status for the Plan;

(6) execute and adopt Plan amendments as follows:

(a) to effect changes required under applicable law and nonmaterial ministerial matters; and

(b) to implement the actions of the EBAC taken in accordance with the delegation of authority given to it by the Employer.

Notwithstanding anything herein to the contrary, EBAC may establish its own operating policies and procedures which shall be deemed to be a part of the Plan."

8. Section 7.1(c) of the Plan is hereby amended in its entirety to read as follows:

"(c) The duties and powers of the Trustee shall be set forth in a Trust Agreement executed by the Employer, or its designee, the Trustee Search Committee, which is incorporated herein by reference. The Employer, or its designee, (such designee to specifically include EBAC), shall review at regular intervals the performance of the Trustee and shall re-evaluate the appointment of such Trustee. After the Employer, or its designee, (such designee to specifically include the Trustee Search Committee), has appointed the Trustee and has received a written notice of acceptance of its responsibility, the fiduciary responsibility with respect to the proper care and custody of Plan assets shall be considered as the responsibility of the Trustee. Unless otherwise allocated to an investment manager, reserved by the Employer or delegated to the EBAC, the fiduciary responsibility with respect to investment of Plan assets shall likewise be considered as the responsibility of the Trustee."

9. Section 7.3 of the Plan, entitled "OTHER POWERS OF THE TRUSTEE," is hereby amended in its entirety and is renamed "APPOINTMENT AND POWERS OF THE INVESTMENT MANAGER" to read as follows:

"The Employer, or its designee, may appoint one or more investment managers (within the meaning of Section 3(38) of ERISA) ("Investment Manager") who is other than the Trustee, which Investment Manager may be a bank or an investment advisor registered with the Securities and Exchange Commission under the Investment Advisors Act of 1940. Such Investment Manager, if appointed, shall have sole discretion in the investment of Plan assets allocated to such Investment Manager, subject to the funding policy. The Investment Manager also shall have the power to appoint other Investment Managers, if so provided under the agreement between the Investment Manager and the Employer, or its designee. The Employer, or its designee, shall review at regular intervals no less frequently than annually, the performance of such Investment Manager and shall re-evaluate the appointment of such Investment Manager. After the Investment Manager has accepted its appointment, the fiduciary responsibility with respect to investment of Plan assets shall be considered as the responsibility of the Investment Manager."

10. Section 7.7 of the Plan, entitled "ANNUAL REPORT OF THE TRUSTEE," is hereby deleted in its entirety and such Section number shall be reserved.

11. Section 7.9 of the Plan, entitled "RESIGNATION, REMOVAL AND SUCCESSION OF THE TRUSTEE," is hereby deleted in its entirety and such
Section number shall be reserved.

12. The provisions of the Plan, as amended herein, shall not apply in any manner whatsoever to the duties and powers of Richard C. Varmecky, who, as of March 31, 2003, serves as the sole remaining trustee of the Plan.

13. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment to the Plan has been executed this 9th day of April 2003.

RITE AID CORPORATION

By: /s/ Robert B. Sari
    ------------------

Exhibit 4.7

AMENDMENT NUMBER FIVE
TO
THE RITE AID 401(k) PLAN

(Amended and Restated Effective January 1, 2001)

WHEREAS, Rite Aid Corporation ("Corporation") has the authority under The Rite Aid 401(k) Plan ("Plan") to amend the Plan, except in certain respects not material hereto; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001 and has since been amended; and

WHEREAS, the Corporation now desires to amend the Plan, effective as of January 1, 2003, to (i) revise the definition of compensation to delete language that is no longer applicable, and (ii) eliminate the plan administrator's discretion in determining what constitutes financial hardship for a hardship distribution.

NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2003, as follows:

1. Section 1.10 of the Plan is hereby amended by deleting the last paragraph thereof.

2. Section 6.11(a) of the Plan is hereby amended by adding the word "or" after item (4), by deleting the ", or" after item (5) and adding a period, and by deleting item (6).

3. In all other respects the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed this 27th day of May, 2003.

RITE AID CORPORATION

By:   /s/ Robert B. Sari
   -----------------------------
   Name:  Robert B. Sari
   Title: Senior Vice President,
          General Counsel and
          Secretary

Exhibit 4.8

RITE AID 401(k) DISTRIBUTION EMPLOYEES SAVINGS PLAN

(Amended and Restated Effective January 1, 2001)

                                  TABLE OF CONTENTS

                                                                                           Page


ARTICLE I        INTRODUCTION.................................................................1

ARTICLE II       DEFINITIONS..................................................................1

ARTICLE III      ADMINISTRATION...............................................................9
    3.1       Named Fiduciary.................................................................9
    3.2       Power of the Employer to Name an Independent Fiduciary.........................10
    3.3       Administrator..................................................................10
    3.4       Funding Agent..................................................................12
    3.5       Funding Policy.................................................................12
    3.6       Claims and Review Procedures...................................................12
    3.7       Correction of Administrative Errors............................................13
    3.8       Erroneous Payments.............................................................13

ARTICLE IV       PARTICIPATION AND VESTING...................................................13
    4.1       Eligibility for Participation..................................................13
    4.2       Vesting........................................................................14
    4.3       Effect of One-Year Break in Service............................................14

ARTICLE V        CONTRIBUTIONS...............................................................15
    5.1       Contributions..................................................................15
    5.2       Allocation of Forfeitures......................................................16
    5.3       Rollovers......................................................................18
    5.4       Time of Payment of Contributions...............................................18
    5.5       Discontinuance of Salary-Reduction Contributions and Voluntary Contributions...18
    5.6       Maximum Contributions..........................................................18
    5.7       Actual Deferral Percentage Tests...............................................21
    5.8       Actual Contribution Percentage Tests...........................................23

ARTICLE VI       DISPOSITION OF CONTRIBUTIONS................................................28
    6.1       Payments to Funding Agent......................................................28
    6.2       Investment Options/Subaccounts.................................................28
    6.3       Designation of Contributions to Investment Subaccounts.........................29
    6.4       Transfers Between Investment Subaccounts.......................................30
    6.5       Valuation of Funds and Allocation of Earnings..................................30

ARTICLE VII      DISPOSITION OF BENEFITS.....................................................30
    7.1       Timing of Distributions........................................................30
    7.2       Deferral of Distribution Date..................................................31
    7.3       Method of Distribution.........................................................31
    7.4       Qualified Election.............................................................33
    7.5       Distribution Requirements......................................................34
    7.6       In-Service Withdrawals.........................................................36
    7.7       Loans..........................................................................38

ARTICLE VIII     DEATH BENEFITS..............................................................40
    8.1       Pre-Retirement Death Benefits..................................................40
    8.2       Post-Retirement Death Benefits.................................................41
    8.3       Distribution Requirements......................................................41

ARTICLE IX       GENERAL PROVISIONS..........................................................41
    9.1       Non-Alienation of Benefits.....................................................41
    9.2       Non-Guarantee of Employment....................................................42
    9.3       Beneficiary....................................................................43
    9.4       Gender and Headings............................................................43
    9.5       Construction...................................................................43
    9.6       Plan Document..................................................................43
    9.7       Plan Binding...................................................................44
    9.8       Substitute Payee...............................................................44
    9.9       Dividends......................................................................44
    9.10      Location of Participant or Beneficiary.........................................44
    9.11      Mistake of Fact Contributions..................................................44
    9.12      Payment of Expenses............................................................45
    9.13      Legal Action...................................................................45
    9.14      Bonding........................................................................45
    9.15      Employer's and Trustee's Protective Clause.....................................45
    9.16      Funding Agent's Protective Clause..............................................46
    9.17      Return of Contributions........................................................46
    9.18      Military Service...............................................................46
    9.19      Use of Electronic Media........................................................46

ARTICLE X        AMENDMENT OR TERMINATION....................................................46
    10.1      Authority to Amend or Terminate Plan...........................................46
    10.2      Non-Forfeitability of Accrued Pension upon Plan Termination....................47
    10.3      Substitution of Funding Agent..................................................47
    10.4      Merger or Consolidation........................................................47

ARTICLE XI       TRUSTEE.....................................................................48
    11.1      Establishment of the Trust.....................................................48
    11.2      Investment of the Trust Fund...................................................48
    11.3      Investment Powers and Duties of the Trustee....................................49
    11.4      Prohibition of Diversion.......................................................50
    11.5      Trustee's Compensation.........................................................51
    11.6      Resignation and Removal of Trustee.............................................51
    11.7      Transfer of Interest...........................................................51
    11.8      Compliance with ERISA Section 404(c)...........................................52

ARTICLE I
INTRODUCTION

RITE AID 401(k) DISTRIBUTION EMPLOYEES SAVINGS PLAN

Effective July 1, 1994, Rite Aid Corporation ("Employer") established the Rite Aid 401(k) Distribution Employee Savings Plan (the "Plan"), for the benefit of the certain employees and their beneficiaries.

The provisions of the Plan and Trust relating to the Trustee constitute the trust agreement which is entered into by and between Rite Aid Corporation and the individual(s) named as Trustee herein. The Trust is intended to be tax exempt as described under Code section 501(a).

The Plan has been completely amended and restated herein, effective January 1, 2001, to incorporate various retroactive legal changes to comply with the requirements of the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, and the Internal Revenue Service Restructuring and Reform Act of 1998 as well as the Community Renewal Tax Relief Act of 2000. The Plan restatement also incorporates certain changes permitted and required under the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), which are intended as good faith compliance with EGTRRA and are to be construed in accordance with EGTRRA and guidance issued thereunder, generally effective January 1, 2002 as provided herein. The Plan restatement also incorporates certain clarifying and corrective changes, within the remedial amendment period for such changes.

ARTICLE II
DEFINITIONS

Whenever used in this Plan, the following terms will have the meanings hereinafter set forth:

2.1 "Account" means the account established by the Funding Agent for each Participant with respect to his total interest in the Plan resulting from:

(i) The Participant's Salary-Reduction Contributions;

(ii) The Participant's Voluntary Contributions;

(iii) The Participant's Rollover Contributions;

(iv) The Employer's Qualified Matching Contributions, if any;

(v) The Employer's Qualified Non-Elective Contributions, if any;

(vi) Recharacterized Salary-Reduction Contributions, if any.

Such contributions are described in detail in Article V of this Plan.

A Participant's Account may be subject to charges as described in the Contract or Contracts between the Trustee, if applicable, or the Employer and the Funding Agent, and any expenses involved in administering the Plan. Any charges which would otherwise be made against a Participant's Account in accordance with the Contracts and/or the Plan may instead be paid by the Employer.

2.2 "Act" means the Employee Retirement Income Security Act of 1974 ("ERISA"), as it may be amended from time to time.

2.3 "Administrator" means the person or committee designated to administer the Plan by the board of directors of the Employer.

2.4 "Affiliate" means the Employer and any corporation which is or was a member of a "controlled group of corporations" (as defined in Code section
414(b)) which includes the Employer, any trade or business whether or not incorporated which is under "common control" (as that term is defined under Code section 414(c)) with the Employer, any organization (whether or not incorporated) which is a member of an "affiliated service group" (as defined in Code section 414(m)) which includes the Employer, and any other entity required to be aggregated with the Employer under Code section 414(o) and the Regulations issued thereunder.

2.5 "Annuity Starting Date" means the first day of the first period for which an amount is payable as an annuity, or, in the case of a benefit not payable in the form of annuity, the first day on which all events have occurred which entitles the Participant to such benefit.

2.6 An "Approved Absence," for purposes of this Plan, will be considered service with the Employer except that no contributions will be made on behalf of the Employee while so absent unless be receives Compensation from the Employer during such absence. An Approved Absence may included periods of absence from employment with the Employer for such purposes as vacation, illness, maternity or paternity reasons or military service in the Armed Forces of the United States. In addition, an Approved Absence may be granted by the Employer for other reasons under rules uniformly applicable to all Employees similarly situated. An Approved Absence will not, in the case of an Employee in military service of the Armed Forces of the United States, exceed that period during which his reemployment rights are protected by law. If an Employee does not return to employment with the Employer immediately following an Approved Absence, he will be considered terminated on the day following such absence.

2.7 "Beneficiary" means the Participant's Eligible Spouse. If the Participant makes a Qualified Election, then the Beneficiary means the person or entity to whom a deceased Participant's Account is payable as designated by the Participant.

2.8 "Board" means the board of directors of the Employer.

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

2.10 "Compensation" means, with respect to any Participant, total compensation paid to the Participant for the Plan Year to the extent such amounts are includible in the Participant's gross income for federal income tax purposes and any elective deferrals with respect to employment with the Employer:

(i) under a qualified cash or deferred arrangement described in Code section 401(k);

(ii) to a plan qualified under Code section 125;

(iii) of transportation benefits under a program established pursuant to Code section 132(f);

(iv) to a tax-sheltered annuity described in Code section 403(b); or

(v) to a plan qualified under Code section 402(h).

Compensation shall not include any amounts paid by reason of services performed:

(i) after the date a Participant ceases to be a Participant in the Plan;

(ii) prior to the date an Employee becomes a Participant under the Plan;

(iii) Any nontaxable fringe benefits provided by the Employer; and

(iv) Any amounts contributed by the Employer other than elective deferrals, referred to in this Plan as Salary-Reduction Contributions, for or on account of its Employees, under this Plan or under any other employee benefit plan qualified under the provisions of Code section 401(a).

In addition, each Participant may elect to defer and have allocated for a Plan Year all or a portion of any cash bonus attributable to services performed by the Participant for the Employer during such Plan Year and which would have been received by the Participant on or before two and one-half months following the end of the Plan Year but for the deferral. A deferral election may not be made with respect to cash bonuses which are currently available on or before the date the Participant executed such election.

Notwithstanding the foregoing, cash bonuses attributable to services performed by the Participant during a Plan Year but which are to be paid to the Participant later than two and one-half months after the close of such Plan Year will be subjected to whatever deferral election is in effect at the time such cash bonus would have otherwise been received.

The amount by which Compensation and/or cash bonuses is reduced will be that Participant's Deferred Compensation and be treated as a Salary-Reduction Contribution and allocated to that Participant's Account.

For Plan Years after December 31, 1988 and before December 31, 1993, Compensation in excess of $200,000 will be disregarded. For Plan Years after December 31, 1993, and beginning before January 1, 2002, Compensation in excess of $150,000 will be disregarded. Such amount will be adjusted at the same time and in such manner as permitted under Code section 415(d).

Notwithstanding anything herein to the contrary, effective for Plan Years beginning on and after January 1, 2002, Compensation shall be limited annually to $200,000 (adjusted in future years as provided under Code section
401(a)(17)).

2.11 "Contract" means a group annuity contract or contracts issued to the Trustee, if applicable, or Employer by the Funding Agent.

2.12 "Designated Investment Alternative" means a specific investment identified by name by a Plan fiduciary as an available investment under the Plan which may be acquired or disposed of by the Trustee pursuant to the investment direction by a Participant.

2.13 "Directed Investment Option" means one or more of the following:

(a) a Designated Investment Alternative.

(b) any other investment permitted by the Plan and the Participant Direction Procedures and acquired or disposed of by the Trustee pursuant to the investment direction of a Participant.

2.14 "Disability Retirement Date" means, with respect to any Participant, the first day of the month coinciding with or immediately following eligibility for disability benefits. Disability means the total and permanent inability of a Participant due to mental or physical illness or injury to perform the duties of his regular occupation as certified by a qualified physician selected by the Plan Administrator.

2.15 "Distribution Date" means, subject to the terms of the Plan, the first day of the month coinciding with or next following a Participant's Normal, Disability or Postponed Retirement Date, but not beyond his Required Beginning Date as in this Plan.

2.16 "Direction Procedures" means such instructions, guidelines or policies, the terms of which are incorporated herein, as shall be established pursuant to Section 11.8 and observed by the Administrator and applied and provided to Participants who have Participant Directed Accounts.

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

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

2.19 "Effective Date" means July 1, 1994, the effective date of the Plan. The effective date of this restatement is January 1, 2001.

2.20 "Eligible Employee" means an Employee of the Employer who satisfies the eligibility requirements under the Plan. Notwithstanding anything herein to the contrary, the term "Eligible Employee" shall not include any person who is not recorded as an employee on the employment and payroll records of the Employer or an Affiliate; any such person who is subsequently reclassified by a court of law or regulatory body as a common law employee of such Employer or Affiliate nevertheless shall not be an Eligible Employee. Consistent with the foregoing, and for purposes of clarification only, the term Eligible Employee does not include any individual who performs services for the Employer or an Affiliate as an independent contractor, under an employee leasing arrangement, or under any other non-employee or non-payroll classification.

2.21 "Eligible Spouse" means, with respect to any Participant, the spouse who is married to the Participant on his Distribution Date or on the date of his death, whichever comes first.

2.22 "Employee" means any person who is employed by the Employer, but excludes any person who is not a "represented distribution associate." In addition, any person who is eligible to become a Participant, after meeting the applicable eligibility requirements in "The Rite Aid 401(k) Plan" (formerly known as the Rite Aid Employee Investment Opportunity Plan) will be excluded under this Plan.

2.23 "Employer" means Rite Aid Corporation and any predecessor and/or successor thereto.

2.24 "Fiscal Year" means the fiscal period or fiscal year used by the Employer for Federal income tax purposes.

2.25 "Funding Agent" means any legal reserve life insurance company or trustee selected by the Employer to receive the Plan contributions and to pay the benefits under and in accordance with the terms of the Plan.

2.26 An "Hour of Service" means:

each hour for which the Employee is directly or indirectly paid, or entitled to payment, by the Employer or an Affiliate for the performance of duties. (These hours will be credited to him for the period or periods in which the duties are performed.); and

each hour for which an Employee is on an Approved Absence and for which he is directly or indirectly paid by the Employer or an Affiliate. (However, no more than 501 hours will be credited for each single continuous period of an absence. These hours will be credited to him for the period or periods during which he is so absent.); and

each hour for which back pay as an Employee, irrespective of mitigation or damages, has been either awarded or agreed to by the Employer or an Affiliate. (These hours will be credited to him for the period or periods in which the award, agreement or payment was made.)

A given hour will be credited to an Employee only under one of the above items. Hours of Service will be computed in accordance with the Department of Labor Regulations Sections 2530.200b-2(b) and (c).

In lieu of determining Hours of Service on the basis of actual hours for which an Employee is paid or entitled to payment, the Plan Administrator may, in accordance with a uniform nondiscriminatory policy, elect to credit Hours of Service using one of the following methods:

(i) Count actual Hours of Service for which an Employee is paid or entitled to payment;

(ii) Count 190 Hours of Service for each month in which an Employee is paid or entitled to Payment for at least one Hour of Service;

(iii) Count 95 Hours of Service for each semi-monthly period in which an Employee is paid or entitled to payment for at least one Hour of Service;

(iv) Count 45 Hours of Service for each week in which an Employee is paid or entitled to payment for at least one Hour of Service;

(v) Count 10 Hours of Service for each day in which an Employee is paid or entitled to payment for at least one Hour of Service.

Hours of Service shall be also credited for a leave of absence that qualifies as leave under the Family and Medical Leave Act to the extent required under such Act.

Notwithstanding any provision of this Plan to the contrary, Hours of Service shall be credited with respect to qualified military service as required in accordance with Section 414(u) of the Code.

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

2.28 "Leased Employee" means any person (other than an Employee of the recipient) who pursuant to an agreement between the recipient and any other person ("leasing organization") has performed services for the recipient (or for the recipient and related persons determined in accordance with Code section 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under the primary direction or control of the recipient. Contributions or benefits provided a leased employee by the leasing organization which are attributable to services performed for the recipient employer will be treated as provided by the recipient employer.

A Leased Employee will not be considered an Employee of the recipient if:

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

(1) a non-integrated employer contribution rate of at least 10 percent of compensation, as defined in Code section 415(c)(3);

(2) immediate participation; and

(3) full and immediate vesting; and

(ii) Leased Employees do not constitute more than 20 percent of the recipient's non-highly compensated work force.

2.29 "Named Fiduciary" means the person or committee designated to manage and control the assets of the Plan.

2.30 "Normal Retirement Date" means the first day of the month coinciding with or immediately following the Participant's attainment of age 65.

2.31 A "One-Year Break in Service" means a twelve consecutive month period beginning on the date an Employee first completes an Hour of Service or anniversary thereof in which the Employee does not complete more than 500 Hours of Service.

Solely for purposes of determining whether a One-Year Break in Service has occurred in a computation period, an Employee who is granted an Approved Absence for maternity or paternity reasons will receive credit for the Hours of Service which would otherwise have been credited to such Employee. However, no more than 501 Hours of Service will be credited under this paragraph for a single computation period. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence:

(i) by reason of the Employee's pregnancy;

(ii) by reasons of the birth of a child of the Employee;

(iii) by reason of the placement of a child with the Employee; or

(iv) for purposes of caring for such child, for a period beginning immediately following such birth or placement.

The Hours of Service credited under this paragraph will be credited in the computation period in which the absence begins if the crediting is necessary to prevent a One-Year Break in Service in that period, or in all other cases, in the following computation period.

2.32 "Participant" means any Eligible Employee who on or after the Effective Date meets the eligibility requirements set forth in this Plan.

2.33 "Plan" means the Rite Aid 401(k) Distribution Employees Savings Plan. The Plan is intended to be a profit sharing plan within the meaning of Regulation 1.401(k) - 1(a)(1).

2.34 "Plan Year" means the period from January 1 through December 31, and each twelve-month period commencing on January 1 thereafter. However the first year of the Plan will be a short Plan Year beginning on July 1, 1994 and ending on December 31, 1994.

2.35 "Postponed Retirement Date" means the date a Participant who continues in employment beyond his Normal Retirement Date actually retires but not beyond his Required Beginning Date.

2.36 "Qualified Matching Contributions" (QMACs) means the Employer's matching contributions made pursuant to this Plan which are used to satisfy either the Actual Deferral Percentage Test or the Actual Contribution Percentage Test.

Such contributions are non-forfeitable when made, and may not be distributed to the Participant earlier than separation from service, death, disability, or the attainment of age 59 1/2. Effective as of January 1, 2002, such contributions may be distributed upon severance from employment and any reference herein to "separation from service" shall be construed to mean severance from employment with the Employer.

2.37 "Qualified Non-Elective Contributions" (QNECs) means the Employer's contributions made pursuant to this Plan which are used to either satisfy the Actual Deferral Percentage Test or the Actual Contribution Percentage Test.

Such contributions are non-forfeitable when made and may not be distributed to the Participant earlier than separation from service, death, disability, or the attainment of age 59 1/2. Effective as of January 1, 2002, such contributions may be distributed upon severance from employment and any reference herein to "separation from service" shall be construed to mean severance from employment with the Employer.

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

2.39 "Taxable Year" means the annual period used by a Participant for Federal income tax purposes.

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

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

2.42 "Year of Service" means a 12-consecutive-month period beginning on the date an Employee first completes an Hour of Service or an anniversary thereof during which he completes at least 1,000 Hours of Service.

For purposes of eligibility for participation, the initial computation period will begin with the date on which the Employee first performs an Hour of Service. The participation computation period beginning after a One-Year Break in Service will be measured from the date on which an Employee again performs an Hour of Service. After the initial computation period, the participation computation period will shift to the current Plan Year which includes the anniversary of the date on which the Employee first performed an Hour of Service. An Employee who is credited with 1,000 Hours of Service in both the initial eligibility computation period and the first Plan Year which commences prior to the first anniversary of the Employee's initial eligibility computation period will be credited with two Years of Service for purposes of eligibility to participate.

Years of Service with any corporation, trade or business which is a member of a controlled group of corporations or under common control (as defined by Section 1563(a) and Section 414(c) of the Code, or is a member of an affiliated service group (as defined by Section 414(m) of the Code) will be recognized.

ARTICLE III
ADMINISTRATION

3.1 Named Fiduciary.

The Employer will be the Named Fiduciary of the Plan and will have the authority to control and manage the operation and administration of the Plan. However, the Employer will not have any authority over the management, control or investment of any assets that are placed in the control of the Funding Agent.

The Named Fiduciary will discharge its duties under the Plan solely in the interests of the Participants and their Beneficiaries and for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plan. The Named Fiduciary will act with the care, skill, prudence and diligence under the circumstances 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.

The Named Fiduciary will have all the powers necessary or appropriate to accomplish its duties under the Plan. Without limiting the generality of the foregoing, the Named Fiduciary will have the following powers and duties:

(a) to allocate and delegate by written instrument, its fiduciary responsibilities to designated persons in accordance with section 405 of the Act, provided however, that any such allocation or delegation will be terminable on such notice as the Named Fiduciary deems reasonable and prudent under the circumstances and the Named Fiduciary will not be liable for any act or omission of a person so designated;

(b) to appoint or delegate such authority to the Trustee to appoint one or more Investment Managers (as defined in section 3(38) of the Act) to manage (including the power to acquire and dispose of) any assets of the Plan;

(c) to determine the size and type of any Contract to be issued by the Funding Agent and to designate the Funding Agent from which such Contract will be obtained;

(d) to direct the Trustee, if applicable, or Employer to enter into one or more Contracts with the Funding Agent under which the Funding Agent establishes and makes available separate investment funds to which Participants may direct the investment of their Accounts. Any such Contract(s) may provide for the contributions thereunder to be held in the Funding Agent's general account or one or more of its commingled separate accounts;

(e) to review periodically the performance of the Funding Agent for the purpose of determining whether it is prudent to retain the Funding Agent; and

(f) to direct the Board to appoint or remove a Trustee or Trustees from time to time as it deems necessary for the proper administration of the Plan to assure that the Plan is being operated for the exclusive benefit of the Participants and their Beneficiaries.

The Named Fiduciary may serve in more than one capacity with respect to the Plan (including service both as a fiduciary and administrator).

3.2 Power of the Employer to Name an Independent Fiduciary

(a) Effective February 1, 2001, notwithstanding anything in the Plan to the contrary, in addition to the powers and responsibilities set forth in
Section 3.1 or otherwise in the Plan, the Employer shall be empowered to appoint and remove, without the consent of any other party, one or more individuals or entities to serve as independent named fiduciaries, within the meaning of Section 402(a) of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") (each referred to as an "Independent Named Fiduciary"), as it deems necessary or advisable, in its sole discretion, and to delegate to such Independent Named Fiduciary full authority to control and manage the operation and administration of the Plan with respect to certain fiduciary matters, which prior to the appointment of the Independent Named Fiduciary were under the authority and control of another Plan fiduciary. The Employer may appoint an Independent Named Fiduciary at any time and for any reason, including, without limitation, with respect to matters where a Plan fiduciary may have an actual or potential conflict of interest. The appointment of an Independent Named Fiduciary shall be evidenced in writing (which may include a written agreement between the Employer, on behalf of the Plan, and the Independent Named Fiduciary), which writing shall, among other things, specifically identify the matter or matters with respect to which the Independent Named Fiduciary shall have complete discretionary authority and control on behalf of the Plan. The authority of the Independent Named Fiduciary to act on behalf of the Plan and the specific powers and responsibilities of the Independent Named Fiduciary, as set forth in such writing, shall be incorporated by reference in (and made part of) the Plan, as the stated authority, powers and duties of the Independent Named Fiduciary, without any further action by the Employer or any other party, and the Plan shall be deemed amended to the extent necessary to eliminate the authority, powers and/or duties previously delegated to any other Plan fiduciary to the extent they overlap with any of the authority, powers and/or duties delegated by the Employer to the Independent Named Fiduciary.

(b) An Independent Named Fiduciary shall be a fiduciary as defined under Section 3(21)of ERISA and a Named Fiduciary under Sections 2.26 and 3.1 of the Plan, and those Sections shall be deemed amended as appropriate to reflect the foregoing.

3.3 Administrator.

The Employer will be the Administrator of the Plan. However, the Employer may appoint one or more persons to carry out the duties it would otherwise perform as Administrator. Any person, including an Employee of the Employer, may serve as Administrator. Any person or persons so appointed will indicate acceptance of such appointment, in writing, to the Employer. An Administrator may resign by delivery of written notice to the Employer or may be removed by the Employer by delivery of written notice to such Administrator. Such written notice will specify the date of resignation or removal.

The Administrator will ensure that the Plan is operated in accordance with the terms of the Plan, the Code and the Act.

The Administrator will have all the powers necessary or appropriate to accomplish his duties under the Plan. Without limiting the generality of the foregoing, the Plan Administrator will have the following powers and duties:

(a) to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan or required to comply with applicable law;

(b) to construe and interpret any ambiguities in the Plan with the fullest discretion permitted by law, its good faith interpretation thereof to be final, conclusive and binding on any Employee, former Employee, Participant, former Participant, Beneficiary or alternate payee;

(c) to decide on questions concerning the Plan and the eligibility of any person to participate in the Plan;

(d) to compute the amounts to be distributed to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan, and to determine the person or persons to whom such amounts will be distributed;

(e) to authorize the payment of distributions;

(f) to keep such records and submit such filings, elections, applications, returns or other documents or forms as may be required under the Code and applicable Regulations, or under other Federal, State, or local law and regulations;

(g) to appoint such agents, counsel, accountants and consultants as may be required to assist in administering the Plan;

(h) to furnish the Trustee with written instructions regarding all contributions to the Trust and disposition of forfeitures, all distributions to and withdrawals by Participants, and all loans made to Participants in accordance with the Plan; and

(i) to be responsible for furnishing the Trustee with any information respecting the Plan which the Trustee may request for the performance of its duties or for the purpose of making any returns to the Internal Revenue Service or the Department of Labor as may be requested of the Trustee.

The Administrator may delegate to one or more persons the authority and responsibility with respect to the day-to-day operation of the Plan.

3.4 Funding Agent.

The Employer will have the power to appoint and remove the Funding Agent. The Funding Agent will have the authority and discretion to manage, control and invest (to the extent not directed by the Participants) the assets of the Plan placed in its control. The determination of any transfers or payments to be made by the Funding Agent will be made in accordance with the terms of the Plan and any Contract or Contracts between the Trustee or Employer and the Funding Agent.

3.5 Funding Policy.

The funding policy of the Plan is to make contributions in accordance with the Plan.

3.6 Claims and Review Procedures.

If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Administrator. If any such claim is wholly or partially denied, the Administrator will notify such person of its decision in writing. Such notification will contain:

(a) specific reasons for the denial;

(b) specific reference to pertinent Plan provisions;

(c) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary; and

(d) information as to the steps to be taken if the person wishes to submit a request for review.

Such notification will be given within 90 days after the claim is received by the Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such person within the initial 90 day period). If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his claim.

Within 60 days after the date on which a person receives written notice of a denial (or, if applicable, within 60 days after the date on which such denial is considered to have occurred) such person (or his or her duly authorized representative) may:

(a) file a written request with the Administrator for a review of the denied claim and of pertinent documents; and

(b) submit written issues and comments to the Administrator.

The Administrator will notify such person of its decision in writing. Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions. The decision on review will be made within 60 days after the request for review is received by the administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60 day period). If the decision on review is not made within such period, the claim will be considered denied.

The decision of the Administrator on review will be final and binding on all parties to the extent it is made in good faith and is reasonable and not arbitrary or capricious.

3.7 Correction of Administrative Errors

The Administrator shall take such steps as it considers necessary and appropriate to remedy any inequity that results from incorrect information received or communicated in good faith or as the consequence of an administrative error. Such steps may include, but shall not be limited to, taking any action required under any employee plans compliance resolution system of the Internal Revenue Service, any fiduciary correction program of the Department of Labor, or any similar program of any governmental agency and reallocation of Plan assets.

3.8 Erroneous Payments

In the event that a Participant, Beneficiary or "alternate payee" under a qualified domestic relations order receives a distribution under this Plan in excess of the amount, if any, to which he is entitled, by reason of a calculation error or otherwise, the Administrator, in its sole and absolute discretion, may adjust future benefit payments to the Participant, Beneficiary or alternate payee to the extent necessary to recoup the amount which the Participant, Beneficiary or alternate payee received which was in excess of the amount to which he was entitled under the terms of this Plan. If the Administrator determines, in its sole and absolute discretion, that it is not feasible or desirable to adjust future benefit payments to the Participant, Beneficiary or alternate payee, the Administrator may require the Participant, Beneficiary or alternate payee to repay to the Plan the amount which is in excess of the amount to which he is entitled under the terms of this Plan. All amounts received by a Participant, Beneficiary or alternate payee under this Plan shall be deemed to be paid subject to this condition. The determinations of the Administrator made pursuant to this Section shall be final, conclusive and binding on all parties, subject to any applicable claims procedure, and shall not be overturned unless such determinations are arbitrary and capricious.

ARTICLE IV
PARTICIPATION AND VESTING

4.1 Eligibility for Participation.

Each person who is an Eligible Employee on the Effective Date of the Plan may become a Participant on such date. All other persons may become Participants on the first day of the month coinciding with or next following the later of his completion of one (1) Year of Service and his attainment of age 21.

An Eligible Employee will become a Participant hereunder by making application to the Employer for participation in the Plan and agreeing to the terms hereof.

Upon acceptance of any benefits under this Plan, such Eligible employee will automatically be bound by the terms and conditions of the Plan and all amendments thereto.

If any former Participant is reemployed by the Employer before a One-Year Break in Service occurs, he will continue to participate in the Plan in the same manner as if such termination had not occurred. Salary-Reduction Contributions may recommence on the Reemployment Commencement Date or on the Entry Date next following the Participant's Reemployment Commencement Date, in accordance with uniform rules and procedures established by the Plan Administrator.

A former Participant will become a Participant immediately upon his return to the employ of the Employer, in accordance with uniform rules and procedures established by the Plan Administrator.

In the event a Participant becomes ineligible to participate because he is no longer a member of an eligible class of Employees, but has not incurred a One-Year Break in Service, such Employee will participate immediately upon his return to an eligible class of Employees in accordance with uniform rules and procedures established by the Plan Administrator. If such Participant incurs a One-Year Break in Service, his eligibility to participate shall be determined pursuant to Section 4.3.

In the event an Employee who is not a member of the eligible class of Employees becomes a member of the eligible class, such Employee will participate immediately, in accordance with uniform rules and procedures established by the Plan Administrator, if such Employee has satisfied the minimum age and service requirements and would have previously become a Participant had he been in the eligible class.

If any reemployed Employee was not a Participant at the time of his prior termination, he will become a Participant, in accordance with this
Section 4.1, at such time as he has satisfied the minimum age and service requirements, taking into account his Credited Service at the time of his prior termination, as well as his Credited Service rendered after his reemployment.

4.2 Vesting.

A Participant will always be 100% vested in the portion of his Account attributable to his Salary Reduction Contributions, Voluntary Contributions, Rollover Contributions, the Employer's Qualified Matching Contributions, if any, the Employer's Qualified Non-Elective Contributions, if any, and any recharacterized Salary-Reduction Contributions.

4.3 Effect of One-Year Break in Service.

If a Participant incurs a One-Year Break in Service and subsequently completes an Hour of Service with the Employer, he will be eligible to participate in the Plan immediately following the date he completes an Hour of Service.

ARTICLE V
CONTRIBUTIONS

5.1 Contributions.

Contributions may be made by or on behalf of a Participant as follows:

Each Participant may elect to defer, through periodic payroll deductions, from 1% up to 15% of his Compensation (subject to the limitations of this Article V) for the Plan Year and to have this amount contributed under the Plan. Such deferred amounts are hereinafter referred to as "Salary-Reduction Contributions." Such Contributions will be made pursuant to a Salary-Reduction Agreement.

The Employer may, at its discretion, restrict the amount of Salary-Reduction Contributions made by a Highly-Compensated Participant in any Plan Year.

A Participant's Salary-Reduction Contributions will not exceed the dollar limit set forth in Code section 402(g) for the Taxable Year of the Participant. The dollar limitation will be adjusted annually as provided in Code section 415(d) pursuant to Regulations. The adjusted limitation will be effective as of January 1st of each calendar year.

In the event that such dollar limitation is exceeded, the excess ("Excess Salary-Reduction Contributions") will be adjusted, as provided in the following paragraph, and will be returned to the Participant before the April 15 following the close of the Participant's Taxable Year. Excess Salary-Reduction Contributions will not include any amounts properly distributed as excess Annual Additions.

Excess Salary-Reduction Contributions shall be adjusted for any income or loss for the Participant's Taxable Year. The income or loss allocable to Excess Salary-Reduction Contributions is the income or loss allocable to the Participant's Salary-Reduction Contributions account for the Taxable Year multiplied by a fraction, the numerator of which is such Participant's Excess Salary-Reduction Contributions for the year and the denominator is the Participant's account balance attributable to Salary-Reduction Contributions without regard to any income or loss occurring during such Taxable Year.

In the event that a Participant is also a participant in:

(1) another qualified cash or deferred arrangement, as defined in Code section 401(k);

(2) a simplified employee pension plan or deferred arrangement described in Code section 402(h)(1)(B);

(3) an eligible deferred compensation plan under Code section 457;

(4) a plan described under Code section 501(c)(18); or

(5) a salary reduction arrangement under Code section 403(b) and the elective deferrals, as defined in Code section 402(g)(3), made under all such other arrangements and this Plan cumulatively exceed the dollar limit set forth in Code section 402(g), as adjusted, such Participant may notify the Administrator of such excess, in writing, not later than the March 1 following the close of his Taxable Year, and request that his Salary-Reduction Contributions under this Plan be reduced by an amount specified by the Participant.

Such amount will be returned in the same manner as the Excess Salary-Reduction Contributions under this Plan are returned, as described in the preceding paragraph.

Notwithstanding the foregoing, a Participant's Excess Salary-Reduction Contributions will be reduced, but not below zero, by any distribution of Excess Contributions for the Plan Year beginning with or within the Taxable Year of the Participant.

A Participant may elect to make after-tax contributions in integral percentages of up to 10% of his Compensation for any Plan Year. Such contributions will be referred to as the Participant's "Voluntary Contributions."

In no event may the Employer's Contributions, inclusive of Salary-Reduction Contributions made on the Participants' behalf in years beginning before January 1, 2002, for any Plan Year to the Plan exceed the maximum amount of contributions permitted by law as a tax-deductible expense for such Plan Year under Code section 404, or any other applicable provisions of the Code.

5.2 Allocation of Forfeitures.

Any forfeitures of Employer Contributions, if applicable, which arise will be used to pay all or a part of the expenses of the Plan.

Notwithstanding anything to the contrary, if this is a Plan that would otherwise fail to meet the requirements of Code sections 410(b)(1) or 410(b)(2)(A)(i) and the Regulations thereunder because Employer Contributions, if applicable, and forfeitures have not been allocated to a sufficient number or percentage of Participants for a Plan Year, then the following rules will apply:

(1) The group of Participants eligible to share in the Employer's Contributions, if applicable, and forfeitures for the Plan Year will be expanded to include the minimum number of Participants who would not otherwise be eligible as are necessary to satisfy the applicable test specified above. The specific Participants who will become eligible under the terms of this paragraph will be those who are actively employed on the last day of the Plan Year and, when compared to similarly situated Participants, have completed the greatest number of Hours of Service in the Plan Year.

(2) If after application of paragraph (1) above, the applicable test is still not satisfied, then the group of Participants eligible to share in the Employer's Contributions, if applicable, and forfeitures for the Plan Year will be further expanded to include the minimum number of Participants who are not actively employed on the last day of the Plan Year as are necessary to satisfy the applicable test. The specific Participants who will become eligible to share will be those Participants, when compared to similarly situated Participants, who have completed the greatest number of Hours of Service in the Plan year before terminating employment.

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

5.3 Rollovers.

With the consent of the Administrator, amounts may be transferred from other qualified plans, provided that the plan from which such funds are transferred permits the transfer to be made and the transfer will not jeopardize the tax-exempt status of the Plan and Trust or create adverse tax consequences for the Employer.

At the direction of the Administrator, rollovers will be credited to an Employee's or a Participant's Account held by the Funding Agent and will be invested in the Investment Subaccounts in the proportions selected by the Participant or the Employee.

A Participant or an Employee will be 100% vested with respect to any rollover amounts credited to his Account, and such amounts will not be subject to forfeiture for any reason.

The term "amounts transferred from other qualified plans" will mean:

(a) amounts transferred to this Plan directly from another qualified plan;

(b) lump sum distributions received by a Participant or an Employee from another qualified plan which are eligible for tax free rollover to a qualified plan and which are transferred by the Participant or the Employee to this Plan within sixty (60) days following his receipt thereof;

(c) amounts transferred to this Plan from a conduit individual retirement account provided that the conduit individual retirement account has no assets other than assets which:

(1) were previously distributed to the Participant or the Employee by another qualified corporate or non-corporate plan as a lump sum distribution;

(2) were eligible for tax-free rollover to a qualified corporate or non-corporate plan;

(3) were deposited in such conduit individual retirement account within sixty (60) days of receipt thereof, and other than earnings on said assets; and

(d) amounts distributed to the Participant or the Employee from a conduit individual retirement account meeting the requirements of clause (c) above, and transferred by the Participant or the Employee to this Plan within sixty (60) days of his receipt thereof from such conduit individual retirement account. Prior to accepting any transfers to which this section applies, the Administrator may require the Participant or the Employee to establish that the amounts to be transferred to this Plan meet the requirements of this section and may also require the Participant or the Employee to provide an opinion of counsel, or other evidence satisfactory to the Employer, that the amounts to be transferred meet the requirements of this section.

For purposes of this section, the term "qualified plan" will mean any tax qualified plan under Code section 401(a).

5.4 Time of Payment of Contributions.

Salary-Reduction Contributions and Voluntary Contributions that have been accumulated through payroll deductions will be paid to the Funding Agent by the Trustee.

All Contributions of the Employer will be paid to the Funding Agent by the Trustee, and payment will be made not later than the date prescribed by law for filing the Employer's Federal income tax return, including extensions that have been granted for the filing of such tax return.

5.5 Discontinuance of Salary-Reduction Contributions and Voluntary Contributions.

Upon advance notice in accordance with procedures and in the form and manner prescribed by the Administrator, a Participant may discontinue all, or a portion, of his Salary-Reduction Contributions and Voluntary Contributions at any time. He may recommence any Salary-Reduction Contributions and Voluntary Contributions at any time upon advance notice in accordance with procedures and in the form and manner prescribed by the Administrator.

5.6 Maximum Contributions.

(a) Notwithstanding anything in the Plan to the contrary, effective for Plan Years beginning before January 1, 2002, the Annual Additions under this Plan for any Participant in any Limitation Year, when added to the Annual Additions that Year for such Participant under any other defined contribution plan maintained by the Employer, will not exceed the lesser of:

(1) $30,000 (as adjusted in accordance with Code section 415(d)); or

(2) 25% of the Participant's "415 Compensation." This limitation will not apply to any contribution for medical benefits (within the meaning of Code sections 401(h) or 419(f)(2)) which is otherwise treated as an "Annual Addition" hereunder.

Effective for Plan Years beginning on and after January 1, 2002, the maximum annual addition shall not exceed the lesser of $40,000 (as adjusted for cost of living under Code section 415(d)) and 100% of the Participant's Code
Section 415 Compensation for the Plan Year.

(b) For purposes of applying the limitations of Code section 415, "Limitation Year" will mean a calendar year. If a Short Limitation Year is created because of an amendment changing the Limitation Year to a different 12 consecutive month period, the maximum amount of Annual Addition for such Short Limitation Year will not exceed the dollar amount specified in Code section 415(b)(1)(A) multiplied by the following fraction:

(c) For purposes of applying the limitations of Code section 415, "Annual Additions" means the sum credited to a Participant's Account for any Limitation Year of:

(1) employer contributions;

(2) employee contributions;

(3) forfeitures, if any;

(4) amounts allocated to an individual medical benefit account as defined in Code section 415(l)(2) which is part of a pension or annuity plan maintained by the Employer; and

(5) amounts derived from contributions paid or accrued, which are attributable to post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code section 419A(d)(3)) under a welfare benefit fund (as defined in Code section 419(e)) maintained by the Employer.

For purposes of applying the limitations of Code section 415, the transfer of funds from one qualified plan to another is not an Annual Addition. In addition, if the Plan permits any of the following payments or contributions, such amounts will not be treated as employee contributions for purposes of paragraph (2) of this subsection:

(i) rollover contributions;

(ii) repayments of loans made to the Participant from the Plan;

(iii) repayments of distributions received by a Participant pursuant to Code sections 411(a)(7)(B) or 411(a)(3)(D);

(iv) employee contributions to a simplified employee pension plan excludable from gross income under Code section 408(k)(6); and

(v) excess of a Participant's elective deferrals, as defined in Regulation 1.402(g) - (1)(b) over the applicable Code section 402(g)(1) limit for the taxable year, provided that such excess deferral is distributed to the Participant no later than the first April 15th following the close of his taxable year.

(d) For purposes of applying the limitations of Code section 415, "415 Compensation" means the Participant's wages, salaries, fees for professional services and other amounts for personal services actually rendered in the course of employment with an Employer maintaining the Plan (including, but not limited to, commissions paid to salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, and tips and bonuses), plus any amounts contributed pursuant to a salary reduction agreement which are excludable from the employee's gross income under Code sections 125, 132(f), 402(g)(3), 403 (b) or 457.

415 Compensation will exclude:

(1) contributions made by the Employer to a plan of deferred compensation to the extent that the contributions are not includible in the gross income of the Employee for the taxable year in which contributed (except as specifically included herein);

(2) Employer contributions made on behalf of an Employee to a simplified employee pension plan described in Code section 408(k) to the extent such contributions are not includible in the Employee's gross income;

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

(4) other amounts which receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums for group term life insurance are includible in the gross income of the Employee) or contributions made by the Employer (whether or not under a salary reduction agreement) toward the purchase of any annuity contract described in Code section 403(b) (whether or not the contributions are excludable from the gross income of the Employee).

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

(f) As soon as is administratively feasible after the end of the Limitation Year, the maximum "Annual Additions" under this Plan and any other defined contribution plan maintained by the Employer will be determined on the basis of the Participant's actual 415 Compensation for the Limitation Year.

(g) If a reasonable error is made in estimating a Participant's 415 Compensation or other facts and circumstances exist to which Regulation 1.415-6(b) (6) will be applicable, and as a result, the Annual Additions under this Plan would cause the maximum Annual Additions to be exceeded for any Participant, the Administrator will:

(1) return any nondeductible voluntary employee contributions, or elective deferrals (within the meaning of Code section 402(g) (3)) credited for the Limitation Year to the extent such return would reduce the Excess Amount in the Participant's Account;

(2) hold any Excess Amount in a Section 415 Suspense Account;

(3) use the Section 415 Suspense Account in the next Limitation Year (and succeeding Limitation Years if necessary) to reduce Employer Contributions for that Participant if that Participant is covered by the Plan as of the end of the Limitation Year or if the Participant is not so covered, allocate and reallocate the Section 415 Suspense Account in the next Limitation Year (and succeeding Limitation Years if necessary) to all Participants in the Plan before any Employer Salary-Reduction Contributions are made to the Plan for such Limitation Year; and

(4) reduce Employee Contributions to the Plan for such Limitation Year by the amount of the Section 415 Suspense Account allocated and reallocated during such Limitation Year.

(h) For purposes of this section, "Excess Amount" for any Participant for a Limitation Year will mean the excess, if any, of: (1) the Annual Additions which would be credited to the Participant's Account under the terms of the Plan without regard to the limitations of Code section 415 over (2) the maximum Annual Additions determined pursuant to this section.

(i) "Section 415 Suspense Account" will mean an unallocated account equal to the sum of Excess Amounts for all Participants in the Plan during the Limitation Year, reduced by any returns made in accordance with this section.

(j) The Plan may not distribute Excess Amounts from the Section 415 Suspense Account to Participants or former Participants.

5.7 Actual Deferral Percentage Tests.

(a) For each Plan Year, the annual amount of Salary-Reduction Contributions made on behalf of a Participant will satisfy one of the following tests:

(1) The Actual Deferral Percentage for the Highly Compensated Participant group for the current Plan Year will not be more than the Actual Deferral Percentage of the Non-Highly Compensated Participant group for the immediately prior Plan Year multiplied by 1.25; or

(2) The excess of the Actual Deferral Percentage for the Highly Compensated Participant group for the current Plan Year over the Actual Deferral Percentage for the Non-Highly Compensated Participant group for the immediately prior Plan Year will not be more than two percentage points or such lesser amount determined pursuant to Regulations to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Participant. Additionally, the Actual Deferral Percentage for the Highly-Compensated Participant group for the current Plan Year will not exceed the Actual Deferral Percentage for the Non-Highly Compensated Participant group for the immediately prior Plan Year multiplied by 2. The provisions of Code Section 401(k)(3) and Regulation 1.401(k)-l(b) are incorporated herein by reference.

In order to prevent the multiple use of the alternative method described in this paragraph (2) above and in Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to make Salary-Reduction Contributions pursuant to Section 5.1 and to make Employee contributions or to receive matching contributions under this Plan or under any other plan maintained by the Employer or an Affiliate shall have a combination of his actual deferral ratio and his actual contribution ratio reduced pursuant to Regulation 1.401(m)-2, the provisions of which are incorporated herein by reference. Provided, this provision regarding the multiple use of the alternative method shall not apply to Plan Years beginning after December 31, 2001.

(3) To the extent permitted by regulations or other Internal Revenue Service rulings of general applicability, the tests described in (1) and (2) above shall be applied by substituting "Actual Deferral Percentage for the Non-Highly Compensated Participant group for the current Plan Year" for the phrase "Actual Deferral Percentage for the Non-Highly Compensated Participant group for the immediately prior Plan Year" where such phrase appears therein. Provided, any such change shall be reflected in an amendment to the Plan.

(4) For purposes of this section, the Highly Compensated Participant group and Non-Highly Compensated Participant group will include all Employees eligible to make Salary-Reduction Contributions, whether or not such Employees actually make such Contributions.

(b) For purposes of this section the following terms shall have the following meanings:

"Actual Deferral Percentage" for a Plan Year means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group, the average of the ratios, calculated separately for each Participant in such group, of the amount of Salary-Reduction Contributions made on behalf of each Participant for such Plan Year to such Participant's Compensation for such Plan Year. Such ratios will be calculated to the nearest one-hundredth of one percent. Compensation will be limited to only that Compensation received by the Employee while he was a Participant in the Plan.

"Compensation" has the meaning given such term by Code section 414(s) and the Regulations issued thereunder.

"Excess Contributions" means, with respect to a Plan Year, the excess of Employee Salary-Reduction Contributions of Highly Compensated Participants for the Plan Year over the maximum amount of such contributions permitted as an Annual Addition. Excess Contributions will be treated as an Annual Addition.

"Highly Compensated Participant" means a Participant who is a highly compensated employee as described in Code section 414(q) and the Regulations thereunder who is a Participant and generally means an Employee who performed services for the Employer during the "determination year" and is in one or more of the following groups:

(i) Employees who at any time during the "determination year" or "look-back year" were "five percent owners" of the Employer (as defined in Code Section 416(i)(1));

(ii) Employees who received "415 Compensation" during the "look-back year" from the Employer in excess of $80,000.

The "look-back year" shall be the calendar year ending with or within the Plan Year for which testing is being performed, and the "determination year" (if applicable) shall be the period of time, if any, which extends beyond the "look-back year" and ends on the last day of the Plan Year for which testing is being performed (the "lag period"). If the "lag period" is less than twelve months long, the dollar threshold amount specified in (ii) above shall be prorated based upon the number of months in the "lag period."

The dollar threshold amount specified in (ii) above shall be adjusted at such time and in such manner as is provided in Regulations. In the case of such an adjustment, the dollar limits which shall be applied are those for the calendar year in which the "look-back year" begins.

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

"Highly Compensated Former Employee" means a former Employee who had a separation year prior to the "determination year" and was a Highly Compensated Employee in the year of separation from service or in any "determination year" after attaining age 55. Highly Compensated Former Employees shall be treated as Highly Compensated Employees. The method set forth in this Section for determining who is a "Highly Compensated Former Employee" shall be applied on a uniform and consistent basis for all purposes for which the Code Section 414(q) definition is applicable.

"Non-Highly Compensated Participant" means any Participant who is not a Highly Compensated Participant.

(c) For purposes of this section, if two or more plans which include cash or deferred arrangements are considered one plan for the purposes of Code section 401(a) or 410(b), the cash or deferred arrangements included in such plans will be treated as one arrangement. For Plan Years beginning after December 31, 1989, plans may be aggregated hereunder only if they have the same plan year.

(d) Notwithstanding the above, for Plan Years beginning after December 31, 1988, an employee stock ownership plan described in Code section 4975(e)(7) may not be combined with this Plan for purposes of determining whether the employee stock ownership plan or this Plan satisfies this section and Code sections 401(a)(4) , 410(b) and 401(k).

(e) In the event that the initial allocation of the Participant's Salary-Reduction Contributions does not satisfy one of the tests set forth in this section, the Plan may use any one or a combination of the following:

(1) The Employer may make a contribution on behalf of the Non-Highly Compensated Participants in an amount sufficient to satisfy one of the tests. Such contributions will hereinafter be referred to as the Employer's Qualified Non-Elective Contributions and will be allocated to each Non-Highly Compensated Participant's Account in the same proportion that each Non-Highly Compensated Participant's Compensation for the Plan Year bears to the total Compensation of all Non-Highly Compensated Participants for such Plan Year.

(2) The Employer may make a matching contribution on behalf of the Non-Highly Compensated Participants who have elected to make Salary-Reduction Contributions during the Plan Year in an amount based on a percentage of such Salary-Reduction Contributions sufficient to satisfy one of the tests. Such contributions will hereinafter be referred to as the Employer's Qualified Matching Contributions and will be allocated to each affected Non-Highly Compensated Participant's Account for such Plan Year.

(3) The Highly Compensated Participant having the highest amount of Salary-Reduction Contributions may elect to have his portion of Excess Salary-Reduction Contributions recharacterized as Voluntary Contributions until one of the tests is satisfied, or until the amount of his Salary Reduction Contributions equals the amount of Salary Reduction Contributions of the Highly Compensated Participant having the next highest amount of Salary Reduction Contributions. This process may continue until all of the Excess Contributions are distributed.

With respect to the recharacterization of Excess Salary-Reduction Contributions pursuant to the preceding paragraph, such amounts:

will be deemed to have occurred on the date on which the last of those Highly Compensated Participants with Excess Salary-Reduction Contributions to be recharacterized is notified of the recharacterization and the tax consequences of such recharacterization;

will not exceed the amount of Salary-Reduction Contributions on behalf of any Highly Compensated Participant for any Plan Year;

will be treated as Voluntary Contributions for the purposes of Code section 401(a) (4) and Regulation 1.401(k)-1(b).

which relate to Excess Salary-Reduction Contributions recharacterized in Plan Years beginning after December 31, 1988, will be subject to the same distribution rules applicable to Salary-Reduction Contributions. Excess Salary-Reduction Contributions recharacterized in Plan Years ending on or before October 24, 1988, will be subject to the distribution rules applicable to Voluntary Contributions.

A separate accounting will be maintained for such Recharacterized Salary-Reduction Contributions for the purposes of segregating such contributions from the Participant's Salary-Reduction and Voluntary Contributions.

(4) Within two and one-half months following the end of each Plan Year, each Highly Compensated Participant, beginning with the Participant having the highest amount of Salary-Reduction Contributions will have the portion of his Salary-Reduction Contributions which is in excess of the limit (and any income or losses allocable to such excess) distributed to him until one of the tests is satisfied, or until the amount of his Salary Reduction Contributions equals the amount of Salary Reduction Contributions of the Highly Compensated Participant having the next highest amount of Salary Reduction Contributions. This process shall continue until all of the Excess Contributions are distributed. Income and losses allocable to such excess will be determined in the same manner as income or losses allocable to "Excess Salary-Reduction Contributions." If such excess (plus income or losses allocable thereto) is not distributed within two and one-half months after the close of the applicable Plan Year, it will be distributed no later than the close of the next following Plan Year and the Employer will pay the applicable excise tax on the amount distributed during the succeeding period. Excess Salary-Reduction Contributions will be considered Annual Additions for the Limitation year in which such contributions were made.

Notwithstanding the foregoing, in determining the amount of Excess Contributions to be distributed with respect to an affected Highly Compensated Participant, such amount will be reduced by any Excess Salary-Reduction Contributions previously distributed to such affected Highly Compensated Participant for his taxable year ending with or within such Plan Year.

With respect to items (1) and (2) of this subsection:

(i) Such contributions will be made within twelve months after the end of the Plan Year; and

(ii) A separate accounting will be maintained for the purposes of excluding such contributions from the "Actual Contribution Percentage Test."

5.8 Actual Contribution Percentage Tests.

(a) The Actual Contribution Percentage for the Highly Compensated Participant group for the current Plan year will not exceed the greater of:

(1) 125 percent of such percentage for the Non-Highly Compensated Participant group for the immediately prior Plan Year; or

(2) the lesser of 200 percent of such percentage for the Non-Highly Compensated Participant group, or such percentage for the Non-Highly Compensated Participant group plus two percentage points or such lesser amount determined pursuant to Regulations to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Participant described in this section and Code section 401(m)(9)(A). Any Participant eligible to make Voluntary Contributions, if applicable, or to receive matching contributions, if applicable, under this Plan or under any other Plan maintained by the Employer will have his Actual Contribution Percentage reduced pursuant to Regulation 1.401(m). The provisions of Code section 401(m) and Regulations 1.401(m)-l(b) and 1.401(m)-2 are incorporated herein by reference. Provided, this provision regarding the multiple use of the alternative method shall not apply to Plan Years beginning after December 31, 2001.

(3) To the extent permitted by regulations or other Internal Revenue Service rulings of general applicability, the tests described in (1) and (2) above shall be applied by substituting "for the current Plan Year" for the phrase "for the immediately prior Plan Year" where such phrase appears in subparagraph (1) above. Provided, any such election shall be reflected in an amendment to the Plan.

(4) A Highly Compensated Participant and Non-Highly Compensated Participant will include any Employee eligible to make Voluntary Contributions, whether or not such Employee actually makes such contributions.

(b) For the purposes of this section, the following terms shall have the following meanings:

"Compensation" has the meaning given such term by Code section 414(s) and the Regulations issued thereunder.

"Actual Contribution Percentage" for a Plan Year means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group, the average of the ratios (calculated separately for each Participant in each group) of:

(1) the Participant's Voluntary Contributions, if any, and any excess Salary-Reduction Contributions recharacterized as Voluntary Contributions, if any;

(2) to the Participant's Compensation for such Plan Year.

Such ratios will be calculated to the nearest one-hundredth of one percent.

(c) If two or more plans which include matching contributions or voluntary contributions, or both, are considered as one plan for the purposes of Code section 401(a)(4), 410(b) and 401(m), such plans will be treated as one arrangement. For Plan Years beginning after December 31, 1989, plans may be aggregated under this paragraph (d) only if they have the same plan years.

(d) Notwithstanding the above, for Plan Years beginning after December 31, 1988, an employee stock ownership plan described in Code section 4975(e)(7) may not be combined with this plan for purposes of determining whether the employee stock ownership plan or this Plan satisfies this section and Code sections 401(a)(4), 410(b) and 401(m).

(e) If a Highly Compensated Participant is a Participant in two or more plans which include matching contributions or voluntary contributions, or both, all such contributions on behalf of such Highly Compensated Participant will be aggregated for the purpose of determining the contribution percentage with respect to such Highly Compensated Participant.

(f) In the event that neither of the tests specified in this section are satisfied, the Plan may use one or a combination of the following:

(1) Within two and one-half months following the end of each Plan Year, each Highly Compensated Participant, beginning with the Participant having the highest amount of Voluntary Contributions (and any excess Salary-Reduction Contributions recharacterized as Voluntary Contributions), will have the portion of his Excess Aggregate Contributions (and any income or losses allocable thereto) which is in excess of the limit (and any income or losses allocable to such excess) distributed to him until one of the tests is satisfied, or until the sum of Voluntary Contributions and any excess Salary-Reduction Contributions recharacterized as Voluntary Contributions equal the sum of the Voluntary Contributions and any excess Salary-Reduction Contributions recharacterized as Voluntary Contributions of the Highly Compensated Participant having the second highest amount of Voluntary Contributions (and any excess Salary-Reduction Contributions recharacterized as Voluntary Contributions). This process shall continue until all of the Excess Aggregate Contributions are distributed.

Income or losses allocable to such excess will be determined in the same manner as income or loss allocable to Excess Salary-Reduction Contributions.

Any distribution or forfeiture of less than the entire amount of Excess Aggregate Contributions (and any income or losses allocable to such excess) will be treated as a pro-rata distribution. Distribution of Excess Aggregate Contributions will be designated by the Employer as a distribution of Excess Aggregate Contributions (and any income or losses allocable to such excess). Forfeitures of Excess Aggregate Contributions will be treated in accordance with Article V.

"Excess Aggregate Contributions" means, with respect to any Plan Year, the excess of:

(a) the aggregate amount of Voluntary Contributions, if any, and Excess Salary-Reduction Contributions recharacterized as Voluntary Contributions, if any, over

(b) the maximum amount of such contributions permitted under the limitations of this subsection.

If such excess (plus income or loss allocable thereto) is not distributed within two and one-half months after the close of the applicable Plan year, it will be distributed no later than the close of the next following Plan Year and the Employer will pay the applicable excise tax on the amount distributed after such two and one-half month period. Excess Voluntary Contributions will be considered Annual Additions for the Limitation year in which such contributions were made.

Any distribution of Excess Contributions, or any distribution or forfeiture of Excess Aggregate Contributions, will be made in accordance with Code section 401(a)(4).

Income and losses allocable to such excess will be determined in the same manner as income or losses allocable to "Excess Salary-Reduction Contributions."

(2) The Employer may make a contribution on behalf of the Non-Highly Compensated Participants in an amount sufficient to satisfy one of the tests. Such contributions will hereinafter be referred to as Employer Qualified Non-Elective Contributions and will be allocated to each Non-Highly Compensated Participant's Account in the same proportion that each Non-Highly Compensated Participant's Compensation for the Plan Year bears to the total Compensation of all Non-Highly Compensated Participants for such Plan Year.

(3) The Employer may make a matching contribution on behalf of the Non-Highly Compensated Participants who have elected to make Voluntary Contributions or Salary-Reduction Contributions during the Plan Year in an amount based on a percentage of such Participant Contributions sufficient to satisfy one of the tests. Such contributions will hereinafter be referred to as the Employer's Qualified Matching Contributions and will be allocated to each affected Non-Highly Compensated Participant's Account for such Plan Year.

With respect to items (2) and (3) of this subsection:

(i) Such contributions will be made within twelve months after the end of the Plan Year; and

(ii) A separate accounting will be maintained for the purposes of excluding such contributions from the "Actual Deferral Percentage Test."

ARTICLE VI
DISPOSITION OF CONTRIBUTIONS

6.1 Payments to Funding Agent.

Each Contribution made on behalf of a Participant will be paid to the Funding Agent by the Trustee within the time or times specified in Article V and will be administered in accordance with Article XI and any Contract between the Trustee, if applicable, or Employer and the Funding Agent.

6.2 Investment Options/Subaccounts.

The Funding Agent will maintain, with respect to each Participant, an individual Investment Subaccount for each separate investment fund in which a Participant participates. Participants will be permitted to direct the Contributions made on their behalf among the Investment Subaccounts established for this purpose. The Participants may choose a Fixed Income Investment Subaccount or one or more Variable Income Investment Subaccounts.

"Fixed Income Investment Subaccount" is a subaccount which invests in a separate investment fund composed primarily of debt obligations, such as mortgages and bonds, providing a fixed rate of investment return.

"Variable Investment Subaccount" is a subaccount which invests in a separate investment fund under which the value of the deposits to such account will vary, up and down, to reflect investment income and market value changes. Any one or any combination of the following types of securities may be available:

(a) common, preferred, foreign or domestic stocks and/or qualified securities of the Employer and/or a subsidiary,

(b) bonds,

(c) cash and cash equivalents, and

(d) open and/or closed-end mutual funds.

6.3 Designation of Contributions to Investment Subaccounts.

Each Participant will designate to the Administrator the proportion of each Contribution made for him which is to be credited to each of the Investment Subaccounts established for the Participant by the Funding Agent, in accordance with procedures prescribed by the Administrator. Such proportion may be any integral percentage from 0% to 100%. If no such designation is made by the Participant before the first such Contribution is paid to the Funding Agent by the Trustee, 100% of such Contributions, and 100% of each Contribution on his behalf thereafter until such designation is made, will be credited to his Fixed Income Investment Subaccount, or other investment designated by the Employer.

A Participant may change the proportion of any Contribution made in accordance with Article V which is to be credited to each Investment Subaccount by notifying the Administrator when such change is to become effective, in accordance with procedures prescribed by the Administrator. No such changes may be retroactive. Such changed proportions will apply to such Contributions received by the Funding Agent on or after the later of the effective date of such change, or as soon as practicable following the date of receipt of such notification by the Funding Agent, and will remain in effect until any subsequent change is made by the Participant.

Any decision by a Participant to invest in any Investment Subaccount pursuant to this Article or to request a loan pursuant to Article VII will constitute an exercise of control over the assets allocated to his account by such Participant to the extent of such exercise of control within the meaning of ERISA section 404(c). Each Participant who so exercises such control will, by such exercise, release and agree, on his behalf and on the behalf of his heirs and beneficiaries, to indemnity and hold harmless the Funding Agent, the Employer, and any officer or employee of any of them, from and against any claim, demand, loss, liability, costs or expense (including reasonable attorney's fees) caused by or arising out of such exercise, including without limitation any diminution in value or losses incurred from such exercise.

6.4 Transfers Between Investment Subaccounts.

A Participant may transfer amounts among his Investment Subaccounts at any time by notifying the Administrator or its designated representative as provided by the procedures established by the Administrator and communicated to the Participant in writing. Such procedures shall be nondiscriminatory by their terms and in operation and shall comply with the provisions of ERISA section 404(c). If such procedures provide for an oral election, a written confirmation of the oral investment election shall be provided to the Participant as soon as administratively feasible. An election may be revoked only by another election and will remain in effect until such revocation. If no initial election is timely received by the Administrator, the Administrator shall invest the account in a fund designated for such purpose.

Any transfer made pursuant to this Section 6.4, will be made on the date specified subject to any restrictions imposed in accordance with the terms of any Contract between the Trustee, if applicable, or Employer and the Funding Agent.

6.5 Valuation of Funds and Allocation of Earnings.

As of each December 31, or such other date upon which the Funding Agent, Trustee and the Administrator will mutually agree, the Funding Agent will determine the fair market value of the Contract, including earnings and losses on each investment fund, and will adjust each Participant's Investment Subaccounts in accordance with such valuation.

ARTICLE VII
DISPOSITION OF BENEFITS

7.1 Timing of Distributions.

If a Participant retires or otherwise terminates his employment (for reasons other than death) with the Employer, the vested portion of his Account will be distributed to him as of his Distribution Date except as otherwise provided in section 7.2 and as follows:

(a) If the vested portion of the Participant's Account as of the date of his termination is less than or equal to $5,000, the Participant will be deemed to have elected a single sum payment and such payment will be made as soon as practicable following the date of retirement or termination. The consent of the Participant will not be required to make such distribution.

(b) If the vested portion of the Participant's Account as of the date of his termination is greater than $5,000, upon advance notice in the form and manner prescribed by the Administrator, a Participant may request a distribution of all or a part of the vested portion of his Account at any date on or after the Participant's day of termination, but not later than the Participant's Required Beginning Date. In no event will distribution of any portion of the Participant's Account pursuant to this subsection (b) be made prior to such Participant's Normal Retirement Date unless the Participant consents. The consent of the Participant will be obtained in writing within the 90-day period ending on the date the Participant's Account is distributed to him.

Notwithstanding anything to the contrary herein, the consent of the Participant is not required to satisfy the requirements of section 7.5.

Unless a Participant elects to defer payment of his benefit pursuant to section 7.2, subject to section 7.5, all distributions made pursuant to this section will commence no later than 60 days after the end of the Plan Year in which the latest of the following events occurs:

(1) the earlier of age 65 or Normal Retirement Date,

(2) the Participant's 5th anniversary in the Plan, or

(3) the Participant's termination date.

The Employer will notify the Funding Agent in writing of the termination date or Distribution Date of each Participant.

7.2 Deferral of Distribution Date.

A retired or terminated Participant may elect, by notice, in accordance with procedures and in the form and manner prescribed by the Administrator, to the Funding Agent, to defer his Distribution Date, but not beyond his Required Beginning Date.

7.3 Method of Distribution.

A Participant may elect to receive a distribution of his Account in any of the following forms:

(a) a single sum payment equal to the value of his Account;

(b) a fixed dollar annuity which provides for a series of payments the amount of which is the same each month and is fixed at the date payments commence;

(c) a systematic withdrawal method providing monthly, quarterly, semi-annual or annual installments made over a specified period of time or made in a specified dollar amount, which ever method is selected by the Participant, until the Participant's Account is liquidated. The Participant may continue to make transfers pursuant to Article VI. The minimum payment allowable under this method of distribution is $250. The Participant must have an Account balance greater than or equal to $15,000; or

(d) a combination of any or all of a, b or c.

An election by a married Participant to receive his benefits in any form other than a "Qualified Joint and Survivor Life Annuity" providing for payments after his death to his Eligible Spouse must be made pursuant to a Qualified Election unless:

the Participant does not elect to receive a distribution of his account in the form of a life annuity, and

this Plan is not a Transferee Plan with respect to such Participant. This Plan will be considered a "Transferee Plan" with respect to any Participant if any portion of his Account is attributable to amounts transferred from a defined benefit plan, money purchase plan, stock bonus or profit-sharing plan which would otherwise provide for a life annuity form of payment to the Participant.

Under the "Qualified Joint and Survivor Annuity" the first payment is made to the Participant as of his Distribution Date. Subsequent monthly payments are made to the Participant each month thereafter throughout his remaining lifetime, terminating with the last monthly payment before the death. Following the Participant's death, monthly payments are continued to the Participant's Eligible Spouse. The monthly payment to the Eligible Spouse is equal to 50% of the monthly payment which was payable to the Participant during the Participant's lifetime.

Any annuity form must provide for payment to be made over:

(1) the life of the Participant;

(2) the lives of the Participant and his Eligible Spouse if payments are to be made to the spouse, otherwise his designated beneficiary;

(3) a period not extending beyond the Participant's life expectancy; or

(4) a period not extending beyond the life expectancy of the Participant and his Eligible Spouse, if applicable, otherwise his designated beneficiary.

A Participant may not elect any form of annuity providing monthly payments to a contingent annuitant or designated beneficiary who is other than his spouse, unless the actuarial value of the monthly annuity benefit expected to be payable to the Participant is more than 50% of the actuarial value of the aggregate monthly benefits expected to be payable under such annuity form. In no event, however, may the amount of each monthly payment to a contingent annuitant or designated beneficiary exceed that payable to the Participant.

(e) Eligible Rollover Distributions.

Notwithstanding the optional forms of payment listed above, a distributee may elect, at the time and in the manner prescribed by the 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.

(1) Eligible Rollover Distribution. An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); 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); any other distribution that is reasonably expected to total less than $200 during a year; and any hardship distribution described in Code section 401(k)(2)(B)(i)(IV). Effective for distributions made after December 31, 2001, 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.

(2) Eligible Retirement Plan. Effective for distributions made prior to January 1, 2002, an eligible retirement plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code
Section 403(a), or a qualified trust described in Code Section 401(a), that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. Effective for distributions made after December 31, 2001, an eligible retirement plan is an individual retirement account described in Code Section
408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), a qualified trust described in Code Section 401(a), an annuity contract described in Code Section 403(b), or an eligible plan under Code Section 457(b) (maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state), where the plan sponsor agrees to accept the distributee's eligible rollover distribution and, in the case of a 457(b) plan or 403(b) annuity contract, also agrees to separately account for such transferred amounts; the definition of an eligible retirement plan shall also apply in the case of a eligible rollover distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee, as defined in Code
Section 414(p).

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

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

7.4 Qualified Election.

A "Qualified Election" means an election made by a Participant (a) to receive benefits in a form other than a Qualified Joint and Survivor Annuity providing for payments after his death to his Eligible Spouse or (b) to designate a Beneficiary other than his spouse to receive the death benefit described in Article VIII.

Any such election must be in writing and must be consented to by the Participant's spouse. Such election will designate a beneficiary (or a form of benefit) that may not be changed without spousal consent (unless the consent of the spouse expressly permits designations by the Participant without the requirement of further consent from the spouse). The spouse's consent must acknowledge the effect of such election and be witnessed by a Plan representative or a notary public. Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of a Plan representative that such written consent cannot be obtained because there is no spouse or the spouse cannot be located, either election described above by the Participant will be deemed a Qualified Election. Any consent necessary under this paragraph will be valid only with respect to the spouse who signs the consent, or in the event of a deemed Qualified Election, the designated spouse. Additionally, a revocation of a prior election may be made by a Participant without the spouse's consent at any time before a distribution of the Participant's Account is made. The number of revocations will not be limited.

The election period to waive the Qualified Joint and Survivor Annuity will be the 90-day period ending on the Annuity Starting Date. For purposes of this section, the "Annuity Starting Date" means the first day of the first period for which an amount is payable as an annuity or as periodic installments or, in the case of a benefit not payable in the form of an annuity or as periodic installments, the date on which the Participant's Account is distributed to him.

The Administrator will provide to each Participant, no less than 30 days and no more than 90 days prior to the Annuity Starting Date, a written explanation, in a manner calculated to be understood by him, of:

(a) the terms and conditions of the Qualified Joint and Survivor Annuity;

(b) the Participant's right to make, and the effect of, an election to waive the Qualified Joint and Survivor Annuity;

(c) the right of the Participant's spouse to consent to any election to waive the Qualified Joint and Survivor Annuity;

(d) the right of the Participant to revoke such election, and the effect of such revocation.

The Administrator may, on a uniform and nondiscriminatory basis, provide for other election periods that comply with Regulations under Code Sections 401(a)(11) and 417.

7.5 Distribution Requirements.

The requirements of this section will apply to any distribution of a Participant's interest and will take precedence over any inconsistent provisions of this Plan.

(a) All distributions made pursuant to this Plan will comply with Code section 401(a)(9) and the Regulations issued thereunder, and requirements similar to the incidental death benefit requirement of Code section 401(a).

(b) "Required Beginning Date." The entire interest of a Participant must be distributed or begin to be distributed no later than the Participant Required Beginning Date. The Required Beginning Date of a Participant who has not attained age 70-1/2 prior to January 1, 1989 is April 1 of the calendar year following the calendar year in which the Participant attains age 70-1/2, whether or not such Participant has retired. The Required Beginning Date of a Participant who attained age 70-1/2 before January 1, 1989 is April 1 of the calendar year following the calendar year in which the later of retirement or attainment of age 70-1/2 occurs. The Required Beginning Date of a Participant who attains age 70-1/2 during 1988 and who has not retired as of January 1, 1989 is April 1, 1990. The Required Beginning Date of a Participant who attains age 70-1/2 after December 31, 2001 (and who is not a Five-Percent owner), is April 1 of the calendar year following the calendar year in which the later of his retirement or attainment of age 70-1/2 occurs. Notwithstanding the preceding, if a Participant is a Five-Percent owner, his Required Beginning Date is April 1 of the calendar year following the calendar year in which the Participant attains age 70-1/2, regardless of when such Participant attained age 70-1/2 and whether or not he is retired.

(c) Limits on Distribution Periods. Distributions, if not made in a single sum, may only be made over one of the following periods:

(1) the life of the Participant;

(2) the lives of the Participant and his spouse if payments are to be made to the spouse, otherwise his designated Beneficiary;

(3) a period certain not extending beyond the Participant's life expectancy; or

(4) a period certain not extending beyond the life expectancy of the Participant and his spouse if applicable, otherwise his designated Beneficiary.

(d) Minimum Distributions, Annuities. If the Participant's benefit is distributed in the form of an annuity purchased from a Funding Agent, distributions thereunder will be made in accordance with the requirements of Code section 401(a)(9) and the Regulations thereunder.

(e) If a Participant dies after distribution of his interest has begun, the remaining portion of his interest will be distributed at least as rapidly as under the form of benefit being used on the date of his death.

(f) Notwithstanding any provision of the Plan to the contrary, with respect to distributions under the Plan made for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of section 401(a)(9) of the Internal Revenue Code in accordance with the regulations under section 401(a)(9) that were proposed on January 17, 2001. This amendment shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under section 401(a)(9) or such other date as may be specified in guidance published by the Internal Revenue Service.

7.6 In-Service Withdrawals.

A participant may withdraw amounts from his account(s) before his separation from service only under the circumstances and only to the extent provided below. Effective as of January 1, 2002, such contributions may be distributed upon severance from employment and any reference herein to "separation from service" shall be construed to mean severance from employment with the Employer. The Qualified Election requirements of Section 7.4 shall apply to a withdrawal as provided in this Section 7.6 or if this Plan is, with respect to the Participant, a direct or indirect transferee of a defined benefit plan, money purchase pension plan (including a target benefit plan), or a stock bonus or profit sharing plan which would otherwise have provided for a qualified joint and survivor life annuity as the normal form of payment to the Participant.

A Participant may elect, while in the employ of the Employer, to withdraw any or all of the portion of his Account which is attributable to his Voluntary Contributions and any income or earnings thereon.

If the withdrawal is requested prior to the Participant's attainment of age 62, the Participant's Eligible Spouse must give written consent pursuant to the terms of a Qualified Election.

Any Participant receiving a withdrawal of all or a portion of his Voluntary Contributions will be permitted only one such withdrawal in any twelve (12) month period.

He will also not be permitted to make additional Voluntary Contributions for a period of one (1) year following the date such withdrawal is made.

A Participant may elect, while in the employ of the Employer, to withdraw any or all of his Account attributable to Salary-Reduction Contributions upon the first to occur of:

(a) his attainment of age 59 1/2 or

(b) proven "Financial Hardship."

Effective January 1, 1989, withdrawals for proven Financial Hardships will be limited to:

(A) the Participant's Salary Reduction Contributions, and, if applicable, any QNECs and/or QMACs made on behalf of such Participant, made before January 1, 1989, and any income or earnings credited thereon through December 31, 1988; and

(B) the Participant's Salary Reduction Contributions made after January 1, 1989, without regard to any income or earnings thereon, and, if applicable, without regard to the portion of his Account attributable to any QNECs and/or QMACs and income or earnings thereon.

"Financial Hardship" means the immediate financial need of a Participant associated with the following:

(a) medical expenses described in Code section 213 for the Participant, spouse or dependents;

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

(c) costs directly related to the purchase of the principle residence for the Participant (excluding mortgage payments);

(d) funeral expenses;

(e) payments necessary to prevent eviction of the Participant from the Participant's principal residence or foreclosure on the mortgage on such residence; or

(f) such other circumstances as the Plan Administrator may determine within the intent of this section.

In the event of such hardship withdrawal, the Participant may continue his participation in the Plan without interruption.

A Participant will not be permitted to make a hardship withdrawal under this section unless he has already withdrawn any amount credited to his Voluntary Contribution Account, if any.

If a Participant requests a hardship withdrawal prior to age 62, the Participant's Eligible Spouse must give written consent pursuant to the terms of a Qualified Election.

However, if a Participant receives a hardship distribution, his right to elect a Salary-Reduction Contribution under this Plan and any other plan sponsored by the Employer shall be suspended for 12 months after the receipt of such distribution; provided, for distributions after December 31, 2001, the suspension period shall be a six-month period. Further, the Participant may not elect a Salary-Reduction Contribution for his Taxable Year immediately following the Taxable Year of the hardship distribution in excess of the applicable limit under Code section 402(g) for such Taxable Year less the amount of such Participant's Salary-Reduction Contribution for the Taxable Year of the hardship distribution.

A Participant may elect, while in the employ of the Employer, to withdraw any or all of the portion of his Account which is attributable to his Rollover Contributions.

If a Participant requests such withdrawal prior to age 62, the Participant's Eligible Spouse must give written consent pursuant to the terms of the Qualified Election.

7.7 Loans.

(a) Terms and Conditions.

The Plan will provide loans to Participants in accordance with loan procedures adopted by the Administrator. Loan procedures shall be contained in a separate written document which, when properly executed, is hereby incorporated by reference and made a part of the Plan. Furthermore, such Participant loan procedures may be modified or amended in writing from time to time without the necessity of amending this Section. To the extent not in conflict with such loan procedures in effect from time to time, the conditions and restrictions set forth below shall apply to Participant loans under the Plan:

(1) Application and Approval. A Participant may make an application, in accordance with procedures and in the form and manner prescribed by the Administrator, with the Administrator for a loan of a stated amount and term and for a stated purpose.

The application shall be consented to by the participant's spouse, and the spousal consent shall be witnessed by a plan representative or notary public. Such spousal consent will not be required if the loan amount is not in excess of $5,000 or if, with respect to the participant, this plan is not a direct or indirect transferee of a defined benefit plan, money purchase pension plan (including a target benefit plan), or a stock bonus or profit sharing plan which would otherwise have provided for a qualified joint and survivor life annuity as the normal form of distribution payment to the participant. If spousal consent is required hereunder, it shall be obtained in compliance with and have the effect described under Section 7.4 Qualified Election.

All loans shall be subject to the approval of the Administrator. Loans shall be available to all Participants on a reasonably equivalent and non-discriminatory basis. In considering a loan, the Administrator may take into account the availability of cash in the fund. To the extent prohibited by the Code and ERISA, no loans shall be made to any owner-employee or to any shareholder-employee (within the meaning of Code Section 1379(b)).

On or after July 1, 1991 and before January 1, 2002, only two (2) outstanding loans at a time shall be permitted for each Participant taking a loan. Effective January 1, 2002, a Participant is permitted to have only one (1) loan outstanding at a time, provided, however; that if, prior to January 1, 2002, a Participant had more than one (1) Plan loan outstanding, the Participant is permitted to continue such loans, but will not be permitted to take a new loan until all such loans have been repaid. For purposes of determining how many outstanding loans a Participant has, a loan that is in default shall be considered outstanding.

An assignment or pledge or any portion of the Participant's interest in the Plan and a loan, pledge, or assignment with respect to any insurance contract purchased under the Plan, shall be treated as a Participant loan under this paragraph.

(2) Amount. No loan shall exceed the Participant's current vested accrued benefit. Further no loan to any Participant may be made to the extent that such loan, when added to the outstanding balance of all other loans to the Participant, would exceed the lesser of:

(i) $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 is made, over

(B) the outstanding balance of loans from the Plan on the date on which such loan is made; or

(ii) One-half the present value of the nonforfeitable accrued benefit of the Participant which is credited to his accounts.

For the purpose of the above limitation, all loans from all plans of the Employer and other members of a group of employers described in Code Sections
414(b), 414(c), and 414(m) shall be aggregated. The amounts of the loan may not be less than the minimum loan amount which may be established by the Administrator for the Plan on a uniform and non-discriminatory basis. Such minimum loan amount shall not exceed $1,000. Loans shall not be made available to highly compensated employees, (as defined in Code Section 414(1)) in an amount greater than the amount made available to other employees, except to the extent that the then vested account balances may be greater.

(3) Term. The period of repayment for any loan shall be arrived at by mutual agreement between the Administrator and the Participant; provided that any such loan will by its terms require repayment within five years unless such loan is used to acquire a dwelling unit which within a reasonable time (determined at the time the loan is made) will be used as the Participant's principal residence. Repayment shall, in any event, be made before the participant's normal requirement age, and the loan shall not be renewable. The loan shall require substantially level payments of principal and interest not less frequently than quarterly.

(4) Interest Rate. Each loan shall bear reasonable interest at a fixed rate to be determined by the Administrator. The Administrator shall not discriminate among Participants in the matter of interest rates; but loans granted at different times may bear different interest rates if, in the opinion of the Administrator, the differences in rates are justified by general economic conditions. The Administrator shall determine the interest rate by using the prime rate plus 1%. The rate shall be set not less frequently than at the beginning of each calendar quarter for all loans approved during that period.

(5) Security. Each loan shall be evidenced by the borrowing Participant's promissory note, in the amount of the loan, plus interest, payable to the order of the Plan. Also, each loan shall be adequately secured by the Participant's assignment to the Plan of all of the right, title or interest in and to the fund up to the amount of the outstanding loan balance.

Default on the note shall be treated as a distributable event under this Plan subject to the restrictions below. In the event of default, foreclosure on the note and attachment of security shall not occur until after the earlier of a distribution made under Section 7.3 or Section 7.6(a) of this plan or the last day of the calendar quarter following the calendar quarter in which the required installment was due without the default being cured and in any case not later than the date which is the fifth anniversary of the making of the loan. However, to the extent the loan is attributable to the Participant's Salary-Reduction Contributions Account, the Participant's Voluntary Contributions Account, the Employer's Qualified Matching Contributions Account (if any) or the Employer's Qualified Non-Elective Contributions Account (if any), attachment of security shall not occur until the Participant separates from service. If any amount of principal or interest is outstanding to any Participant at a time when distribution of benefits is to be made, then such loan, including accrued interest thereon, shall be treated as a partial distribution of the total benefit payable to such Participant or former participant, and the note canceled. In such an event, the Participant's vested accrued benefit under the applicable accounts shall be reduced pro rata.

(b) Participant Loan Sub-Accounts.

In the case of a Participant who has been granted a loan hereunder, the Administrator shall establish a Participant Loan Sub-Account for the Participant in an amount equal to the initial principal amount of the loan. Interest and principal payments made by a Participant during a Plan Year shall be deposited in the Participant Loan Sub-Account. As of the last day of each Plan Year, all accumulated amounts shall be transferred out of said sub-account and invested under the Plan's specified investment provisions. Any additional fees or charges or taxes incurred with respect to the administration of Participant Loan Sub-Account may be charged to such Participant's account, or such fee may be paid by the Employer.

ARTICLE VIII
DEATH BENEFITS

8.1 Pre-Retirement Death Benefits.

Unless the Participant makes a Qualified Election, his Eligible Spouse will be his designated Beneficiary. Upon the death of such Participant before his Distribution Date, 100% of his Account will be applied to purchase an annuity for the life of the Participant's designated Beneficiary, unless the designated Beneficiary elects a different form of benefit as provided in item (a) following:

(a) The designated Beneficiary, unless the Participant has directed otherwise, may elect to receive his distribution under a method described in Article VII.

(b) Distributions in other than the single payment form will be subject to the following conditions, except as otherwise provided under
Section 7.5(f) above:

(1) if the designated Beneficiary is the Participant's Eligible Spouse,

(A) such distribution form must provide for payment to be made over the life of the Eligible Spouse (or over a period not exceeding the life expectancy of the Eligible Spouse), and

(B) such distribution must commence to the Eligible Spouse on or before the later of (i) December 31 of the calendar year immediately following the calendar year in which the Participant dies, and
(ii) December 31 of the calendar year in which the Participant would have attained age 70-1/2.

(2) If the designated Beneficiary is other than the Participant's Eligible Spouse,

(A) such distribution form must provide for payment to be over the life of the designated Beneficiary (or over a period not exceeding the life expectancy of the designated Beneficiary), and

(B) such distribution must commence on or before December 31 of the calendar year immediately following the calendar year in which the Participant died.

(c) If the single payment form of distribution is elected by the Eligible Spouse or designated Beneficiary, the total value of the Participant's Account must be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death, except as otherwise permitted in accordance with Section 7.5(f) above.

(d) In no event will an annuity distribution be permitted under this section if the value of the portion of the Participant's Account being used to purchase such annuity is not in excess of $5,000.

8.2 Post-Retirement Death Benefits.

Any payments after the death of a Participant for whom an annuity has been purchased, will be paid in accordance with the terms of the annuity form selected.

Payments to a Beneficiary must be made at least as rapidly as such payments were being made to the Participant. If an annuity has not been purchased for such Participant, then unless the Participant has directed otherwise the Beneficiary may elect to receive his benefit under any of the methods of distribution described in Article VII.

8.3 Distribution Requirements.

All distributions made pursuant to this Article will comply with Code section 401(a)(9) (including, but not limited to, the minimum distribution rules) and the Regulations issued thereunder and requirements similar to the incidental death benefit requirements of Code section 401(a).

ARTICLE IX
GENERAL PROVISIONS

9.1 Non-Alienation of Benefits.

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

This section will not apply to the extent a Participant is indebted to the Plan, by reason of a qualified plan loan under this Plan. At the time a distribution is to be made to or for a Participant's or Beneficiary's benefit, such proportion of the amount to be distributed as will equal such indebtedness will be paid to the Plan, to apply against or discharge such indebtedness. Prior to making a payment, however, the Participant or Beneficiary must be given written notice by the Administrator that such indebtedness is to be paid in whole or part from the Participant's Account. If the Participant or Beneficiary does not agree that the indebtedness is a valid claim against the Participant's Account, he will be entitled to a review of the validity of the claim in accordance with procedures provided in Article III.

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

This Plan specifically permits distribution to an alternate payee under a qualified domestic relations order at any time, irrespective of whether the Participant has attained his earliest retirement age (as defined under Code section 414(p)) under the Plan. A distribution to an alternate payee prior to the Participant's attainment of earliest retirement age is available only if: (1) the order specifies distribution at that time or permits an agreement between the Plan and the alternate payee to authorize an earlier distribution; and (2) if the present value of the alternate payee's benefits under the Plan exceeds $5,000, and the order requires, the alternate payee consents to any distribution occurring prior to the Participant's attainment of earliest retirement age.

Furthermore, with respect to judgments, orders, decrees issued and settlement agreements entered into on or after August 5, 1997, as described in Code Section 401(a)(13)(C), a Participant's benefit may be reduced if a court order or requirement to pay arises from: (1) a judgment of conviction for a crime involving the Plan; (2) a civil judgment (or consent order or decree) that is entered by a court in an action brought in connection with a breach (or alleged breach) of fiduciary duty under ERISA; or (3) a settlement agreement entered into by the Participant and either the Secretary of Labor or the Pension Benefit Guaranty Corporation in connection with a breach of fiduciary duty under ERISA by a fiduciary or any other person. The court order, judgment, decree, or settlement agreement must specifically require that all or part of the amount to be paid to the Plan be offset against the Participant's Plan benefits. If the survivor annuity requirements of Code
Section 401(a)(11) apply with respect to distributions from the Plan to the Participant and the Participant has a spouse at the time at which the offset is to be made, such offset shall not be made unless the Plan complies with Code Section 401(a)(13)(C)(ii).

9.2 Non-Guarantee of Employment.

The adoption of the Plan and Trust will not be deemed to be a contract between the Employer and any Participants. Nothing contained in the Plan will be deemed to give any Participant the right to be retained in the employ of the Employer or to interfere with the managerial prerogatives and decisions of the Employer.

9.3 Beneficiary.

The designation of a Participant's Beneficiary will be made by filing with the Administrator a written designation identifying such Beneficiary. Such designation may be changed or revoked by written notice filed with the Administrator.

If the Participant's Beneficiary is not a natural person receiving payments in his own right, then payment will be made only in a single sum. If more than one Beneficiary of a Participant is concurrently entitled to receive annuity payments, or if the monthly annuity payment to any Beneficiary would be less than $50, or such other amount established from time to time by the Administrator, and the value of such benefit is less than or equal to $5,000 (as described in Regulation 1.417(e)-l(b)), then, the value as determined by the Administrator of such annuity will be paid in a single sum.

If there is no Beneficiary to receive any amount which becomes payable to a Beneficiary in accordance with the terms of the Plan, such amount will be payable to the estate of the last to die of the Participant, his Eligible Spouse, if any, his contingent annuitant, if any, and his Beneficiary. The Administrator, at its option, may pay any amount which would otherwise be payable to the estate of the Participant to any one, or jointly to any number, of the following surviving relatives of the Participant who appear to the Administrator to be equitably entitled to payment because of expenses incurred in connection with the burial or last illness of the Participant: spouse, children, parents, brothers, sisters.

9.4 Gender and Headings.

Words in the masculine gender will include the feminine, the singular will include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for the ease of reference only, and are not construed so as to alter any of the terms hereof.

9.5 Construction.

The Plan and Trust will be interpreted, administered and enforced in accordance with the Code and the Act, and the rights of Participants, former Participants, Beneficiaries and all other persons will be determined in accordance therewith; provided, however, that, to the extent that state law is applicable, the laws of the state of residence of the Participant in question, or if none, the state in which the principal office of the Administrator will apply.

9.6 Plan Document.

A copy of the Plan and Trust and any and all future amendments thereto will be available for inspection at all reasonable times to all Participants at the office of the Employer.

9.7 Plan Binding.

The Plan and each and every provisions thereof will be binding on the parties hereto and their respective heirs, executors, administrators and assigns.

9.8 Substitute Payee.

The Administrator may refuse to make payment to anyone who, in its opinion, is incapable of giving a valid receipt for such payment. Unless and until claim is made by a duly appointed guardian or committee of such person, the Administrator may make such payment to any person, institution or agency then, in the judgment of the Administrator, contributing toward or providing for the care and maintenance of such person.

9.9 Dividends.

Any dividends credited to a Contract or Contracts between the Trustee and the Funding Agent will be used to provide additional benefits under the Plan.

9.10 Location of Participant or Beneficiary.

In the event that all, or any portion, of the distribution payable to a Participant or his Beneficiary hereunder will remain unpaid at the expiration of five years after it will become payable, solely by reasons of the inability of the Administrator, after sending a registered letter, return receipt requested, to the last known address, and after further diligent effort, to ascertain the whereabouts of such Participant or his Beneficiary, the amount so distributable will be treated as a forfeiture. In the event a Participant or Beneficiary is located subsequent to this benefit being forfeited, such benefit will be restored. Any forfeiture arising pursuant to this section will be used as specified in Article V.

9.11 Mistake of Fact Contributions.

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

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

9.12 Payment of Expenses.

All expenses of administration may be charged against the amount standing to the credit of each Participant's Account, unless paid by the Employer. Such expenses will include any expenses incident to the functioning of the Administrator, including but not limited to, fees of accountants, counsel, and other specialists and their agents, and other costs of administering the Plan and Trust. Until paid, the expenses will constitute a liability of the Trust Fund. However, the Employer may reimburse the Trust Fund for any administration expense incurred. Any administration expense paid to the Trust Fund as reimbursement will not be considered an Employer Contribution.

9.13 Legal Action.

In the event any claim, suit, or proceeding is brought regarding the Plan established hereunder to which the Administrator or a Named Fiduciary may be a party, and such claim, suit or proceeding is resolved in favor of the Administrator or such Named Fiduciary they will be entitled to be reimbursed from the Trust Fund for any or all costs, attorney's fees, and other expenses pertaining thereto incurred by them for which they will have become liable. Such expenses may be charged proportionately against the amount standing to the credit of each Participant's Account, unless paid by the Employer.

9.14 Bonding.

Every Plan fiduciary, except a bank or an insurance company, unless exempted by the Act and regulations thereunder, will be bonded in an amount not less than 10% of the amount of the funds such fiduciary handles; provided, however, that the minimum bond will be $1,000 and the maximum bond, $500,000.

The amount of funds handled will be determined at the beginning of each Plan Year by the amount of funds handled by such person, group, or class to be covered and their predecessors, if any, during the preceding Plan Year, or if there is no preceding Plan Year, then by the amount of the funds to be handled during the then current year. The bond will provide protection to the Plan against any loss by reason of acts of fraud or dishonesty by the fiduciary alone or in connivance with others. The surety will be a corporate surety company (as such term is used in Act Section 412(a)(2)), and the bond will be in a form approved by the Secretary of Labor. Notwithstanding anything in the Plan and Trust to the contrary, the cost of such bonds will be an expense of the Plan and Trust and may, at the election of the Administrator, be paid from the Trust Fund or by the Employer. If such amount is to be paid from the Trust Fund, such amounts may be charged against the amount standing to the credit of each Participant's Account.

9.15 Employer's and Trustee's Protective Clause.

Neither the Employer, the Trustee nor its successor will be responsible for the validity of any Contract issued hereunder or for the failure on the part of the Funding Agent to make payments provided by any such Contract, or for the action of any person which may delay payment or render a Contract null and void or unenforceable in whole or in part.

9.16 Funding Agent's Protective Clause.

The Funding Agent who will issue Contracts hereunder will not have any responsibility for the validity of this Plan or for the tax or legal aspects of this Plan and Trust. The Funding Agent will be protected and held harmless in acting in accordance with any written direction of the Administrator, and will have no duty to see to the application of any funds paid to a trustee, nor be required to question any actions directed by a trustee. Regardless of any provision of this Plan and Trust, the Funding Agent will not be required to take or permit any action or allow any benefit or privilege contrary to the terms of any Contract which it issues hereunder, or the rules of the Funding Agent.

9.17 Return of Contributions

Except as specifically stated in the Plan and Trust, any contribution by the Employer to the Trust Fund is conditioned upon the deductibility of the contribution by the Employer under the Code and, to the extent any such deduction is disallowed, the Employer may within one (1) year following a final determination of the disallowance, whether by agreement with the Internal Revenue Service or by final decision of a court of competent jurisdiction, demand repayment of such disallowed contribution and the Funding Agent will return such contribution within one (1) year following the disallowance. Earnings of the Plan and Trust attributable to the excess contribution may not be returned to the Employer, but any losses attributable thereto must reduce the amount so returned.

9.18 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 to the extent required by with Section 414(u) of the Internal Revenue Code.

9.19 Use of Electronic Media

Notwithstanding anything in the Plan to the contrary, any requirement for written notification, election or consent by the Employer, Administrator, a Participant or a Beneficiary, as the case may be, under the Plan may be validly made by an electronic medium to the extent permitted under Regulations and the Act.

ARTICLE X
AMENDMENT OR TERMINATION

10.1 Authority to Amend or Terminate Plan.

The Employer intends this Plan and Trust to be permanent and to continue indefinitely but necessarily reserves the right to terminate it at any time or to modify, alter or amend the Plan and Trust in any respect, retroactively or otherwise at any time or times. Such amendment shall be stated in writing, shall be authorized by action of the Board under the corporate bylaws, and shall designate the person to execute the amendment. No modification, amendment, termination or any other change of the Plan and Trust may provide that the assets of the Plan and Trust or the income thereon may be used for or diverted to purposes other than the Plan and Trust, nor may any change in the Plan reduce any vested interest of a Participant at the time of such change unless such change is executed for the purpose of securing an opinion from any governmental agency that the Plan and Trust satisfies the requirements of any law or regulation administered by such agency.

No amendment made to the Plan and Trust will decrease the amount of a Participant's Account or eliminate an optional form of distribution with respect to amounts in his Account as of the effective date of that amendment, except as provided by Treasury Regulations. Notwithstanding the preceding sentence, the amount of a Participant's Account may be reduced to the extent permitted under Code section 412(c)(8). Furthermore, no amendment made to the Plan and Trust will have the effect of decreasing a Participant's vested right to his Account determined without regard to such amendment as of the later of the date such amendment is adopted or the date it becomes effective.

10.2 Non-Forfeitability of Accrued Pension upon Plan Termination.

Upon the complete discontinuance of Employer Contributions, inclusive of Salary-Reduction Contributions, to the Plan or upon termination or partial termination of the Plan and Trust, each Participant will have a nonforfeitable right to the entire amount of his Account. Upon such discontinuance or termination without the establishment of another defined contribution plan other than an employee stock ownership plan (as defined in Code section 4975(g) or Code section 409) or a simplified employee pension plan (as defined in Code section 408(k)), each Participant's Account will be distributed in a manner which is consistent with and satisfies the provisions of this Plan regarding distributions. Except as permitted by Regulations, the termination of this Plan and Trust will not result in the reduction of Code section 411(d)(6) protected benefits.

10.3 Substitution of Funding Agent.

Anything in this Article X to the contrary notwithstanding, the Employer may at any time change the Funding Agent and transfer all contributions and the value of all Participants' Accounts to such successor Funding Agent. Such transfer will be made in accordance with the terms of any Contract between the Trustee, if applicable, or Employer and the Funding Agent. Any such change will not be considered a deprivation of any Participant's rights to, or any reduction in, any benefits accrued under the Plan.

10.4 Merger or Consolidation.

If this Plan merges or consolidates with or transfers assets or liabilities to any other plan, each Participant covered under this Plan must be entitled to receive a benefit after the merger, consolidation or transfer which, if said plan then terminated, would be equal to or greater than his benefit under this Plan immediately prior to such merger, consolidation or transfer if this Plan then terminated.

ARTICLE XI
TRUSTEE

11.1 Establishment of the Trust.

(a) The Employer and the Trustee hereby agree to the establishment of a trust Consisting of such sums as will from time to time be paid to the Trustee under the Plan and such earnings, income and appreciation as may accrue thereon, which, less payments made by the Trustee to carry out the purposes of the Plan, are referred to herein as the Trust Fund. The Trustee will carry out the duties and responsibilities herein specified, but will be under no duty to determine whether the amount of any contributions by the Employer or any Participant is in accordance with the terms of the Plan nor will the Trustee be responsible for the collection of any contribution under the Plan.

(b) The Trust Fund will be held, invested, reinvested, and administered by the Trustee in accordance with the terms of the Plan and this Agreement solely in the interest of Participants and their Beneficiaries and for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plan. Except as provided in Section 11.5, no assets of the Plan will inure to the benefit of the Employer.

(c) The Trustee will pay benefits and expenses from the Trust Fund only upon the written direction of the Plan Administrator, the fiduciary named in the Plan as having the authority to control and manage the administration of the Plan. The Trustee will be fully entitled to rely on such directions furnished by the Plan Administrator, and will be under no duty to ascertain whether such directions are in accordance with the provisions of the Plan.

11.2 Investment of the Trust Fund.

(a) The Employer will have the exclusive authority and discretion to select the individual investment funds available for investment in the Plan. In making such selection, the Employer will use the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person 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. The Employer will insure that the available investments under the Plan are sufficiently diversified so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so.

(b) The Trustee will invest all amounts allocated to the separate investment accounts of a Participant as directed by the Participant or Plan Administrator in accordance with procedures established by the Administrator, which directions will be timely furnished to the Trustee by the Plan Administrator. In making any investment of the assets of the Trust Fund, the Trustee will be fully entitled to rely on such directions furnished by the Plan Administrator and will be under no duty to make any inquiry or investigation with respect thereto. If the Trustee receives any contribution under the Plan that is not accompanied by proper instructions directing its investment, the Trustee will immediately notify the Plan Administrator of this fact, and the Trustee may, in its discretion, hold or return all or a portion of the contribution uninvested without liability for loss of income or appreciation pending receipt of proper investment directions. Otherwise, it is specifically intended under the Plan and this Agreement that the Trustee will have no discretionary authority to determine the investment of the assets of the Trust Fund.

11.3 Investment Powers and Duties of the Trustee.

Subject to the provisions of Section 11.1 and 11.2, the Trustee will have the authority, in addition to any authority given by law, to exercise the following powers in the administration of the Trust:

(a) to invest all or a part of the Trust Fund in investments available under the Plan in accordance with the investment directions furnished by the Plan Administrator without restriction to investments authorized for fiduciaries, including, without limitation on the amount that may be invested therein, any common, collective or commingled trust fund maintained by the Trustee. Any investment in, and any terms and conditions of, any such common, collective or commingled trust fund available only to Employee trusts which meet the requirements of the Code or subsequent income tax laws of the United States will constitute an integral part of this Agreement and the Plan;

(b) to dispose of all or any part of the investments, securities or other property which may from time to time or at any time constitute the Trust Fund in accordance with the directions furnished by the Plan Administrator for the investment of Participant's separate accounts or the payment of benefits or expenses of the Plan, and to make, execute and deliver to the purchasers thereof good and sufficient deeds of conveyance thereby, and all assignments, transfers and other legal instruments, either necessary or convenient for passing the title and ownership thereto, free and discharged of all trusts and without liability on the part of such purchasers to see to the application of the purchased money;

(c) to hold cash uninvested to the extent necessary to pay benefits or expenses of the Plan, without liability for interest thereon;

(d) to cause, any investment of the Fund to be registered in the name of the Trustee or the name of its nominee or nominees or to retain such investment unregistered or in a form permitting transfer by delivery, provided that the books and records of the Trustee will at all times show that all such investments are part of the Fund;

(e) upon the written direction of the Plan Administrator, to vote in person or in proxy with respect to all securities that are part of the Trust Fund, and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities, or other property;

(f) upon written direction of the Plan Administrator, to apply for, purchase, hold or transfer any life insurance, retirement income, endowment or annuity contract;

(g) to consult and employ any suitable agent to act on behalf of the Trustee and to contract for legal, accounting, clerical and other services deemed necessary by the Trustee to manage and administer the Fund according to the terms of this Plan;

(h) upon the written direction of the Plan Administrator, to make loans from the Fund to Participants in amounts and on terms approved by the Plan Administrator in accordance with the provisions of the Plan, provided that the Plan Administrator will have the sole responsibility for computing and collecting all loan repayments required to be made under the Plan;

(i) to pay from the Trust Fund all taxes imposed or levied with respect to the Trust Fund or any part thereof under existing or future laws, and to contest the validity or amount of any tax, assessment, claim or demand with respect to the Fund or any part thereof;

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

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

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

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

If there is more than one Trustee, they will Act by a majority of their number, but may authorize one or more of them to sign papers on their behalf.

11.4 Prohibition of Diversion.

(a) Except as provided in (b) below, at no time shall any part of the corpus or income of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries, or for defraying reasonable expenses of administering the Plan.

(b) Notwithstanding the above, contributions made by the Employer under the Plan will be returned to the Employer under the following conditions:

(1) if a contribution is made by mistake of fact, such contribution will be returned to the Employer within one year of the payment of such contribution;

(2) contributions to the Plan are specifically conditioned upon their deductibility under the Code. To the extent a deduction is disallowed for any such contribution, it will be returned to the Employer within one year after the disallowance of the deduction. Contributions which are not deductible in the taxable year in which made but are deductible in subsequent taxable years will not be considered to be disallowed for purposes of this subsection; and

(3) contributions to the Plan are specifically conditioned on initial and continued qualification of the Plan under the Code. If the Plan is determined to be disqualified, contributions made in respect to any period subsequent to the effective date of such disqualification will be returned to the Employer within one year after the date of denial of qualification.

11.5 Trustee's Compensation.

If approved by the Plan Administrator, the Trustee will be entitled to reimbursement for all direct expenses properly and actually incurred on behalf of the Plan, which expenses will be paid out of the Trust Fund unless paid directly by the Employer.

11.6 Resignation and Removal of Trustee.

(a) The Trustee may resign at any time by written notice to the Employer, which will be effective 30 days after the delivery of written notification to the Employer, unless otherwise agreed upon in writing.

(b) The Trustee may be removed by the Employer at any time upon 30 days written notice to the Trustee.

(c) The appointment of a successor Trustee hereunder shall be accomplished by and will take effect upon the delivery to the resigning or removed Trustee, as the case may be, of written notice of the Employer appointing such successor Trustee, and an acceptance in writing of the office of successor Trustee hereunder executed by the successor so appointed.

Any successor Trustee may be either a corporation authorized and empowered to exercise trust powers or one or more individuals. All of the provisions set forth herein with respect to the Trustee will relate to each successor Trustee so appointed with the same force and effect as if such successor Trustee had been originally named herein as the Trustee.

(d) Upon the appointment of a successor Trustee, the resigning or removed Trustee will transfer and deliver the Trust Fund to such successor Trustee, after reserving such reasonable amount as it will deem necessary to provide for its expenses chargeable against the Fund for which it may be liable. If the sums so reserved are not sufficient for such purposes, the resigning or removed Trustee will be entitled to reimbursement for any deficiency from the successor Trustee and the Employer who shall be jointly and severally liable therefor.

11.7 Transfer of Interest.

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

Notwithstanding the above, with respect to distributions made after December 31, 1992, if the distributee of any "eligible rollover distribution" (as defined in Code Section 401(f)(2)(A)): (1) elects to have such distribution paid directly to an "eligible retirement plan," and (2) specifies the "eligible retirement plan" to which such distribution is to be paid (in such form as a direct Trustee-to-trustee transfer to the specified eligible retirement plan). Moreover, the amount subject to the direct Trustee-to-trustee transfer will be limited to the amount of the distribution that would be includible in gross income if not transferred in accordance with the preceding (determined without regard to Code sections 402(c) and 403(a)(4)).

For purposes of this section, the term "eligible retirement plan" has the meaning given such term by Code section 402(c)(8)(B), except that a qualified trust will be considered an eligible retirement plan only if it is a defined contribution plan, the terms of which permit the acceptance of rollover distributions.

11.8 Compliance with ERISA Section 404(c).

(a) This Plan is intended to provide an opportunity for a Participant or beneficiary (including an alternate payee) to exercise control over the assets in his individual account and to choose from a broad range of diversified investment alternatives the manner in which all or some of the assets in his account are invested. To the extent that any provision under this Plan governing the power of a Participant (or beneficiary) to control the investment of an account is contrary to the provisions of this Section 11.8, it is rescinded.

(b) Participants may, at any time, subject to any procedures established by the Administrator (the Participant Direction Procedures), direct the Trustee or the Funding Agent appointed by the Trustee, to invest all of their accounts in specific assets, specific funds or other investments permitted under the Plan or transfer such account balances, in whole or in part, at any time by notifying the Trustee or the Funding Agent, among such investments as permitted under the Plan. Such allocations and transfers may be made in any integral percentage from 0% to 100%. That portion of the interest of any Participant so directing will thereupon be considered a Participant's Directed Account.

Notwithstanding anything herein to the contrary, effective as of October 12, 1999, no new contributions may be invested in the Rite Aid Corporation Stock Fund. Participants may transfer any amounts in their Accounts which were allocated to the Rite Aid Corporation Stock Fund before October 12, 1999 to any other Plan investments as permitted under the Plan and the Participant Direction Procedures.

(c) The investment results shall be allocated to the Participant's accounts based upon earnings and losses on the Participant's share in such investment fund or funds.

(d) The Plan fiduciary responsible for the prudent selection of investment vehicles offered to Participants and for the proper monitoring of the performance of those vehicles shall continue to bear such responsibilities. The fiduciary appointed under the terms of the Plan to select investment vehicles shall provide for at least three core investment alternatives that together meet the regulatory requirements for a broad range of investment alternatives. Such investments shall offer the Participant or beneficiary a reasonable opportunity to: (1) materially affect both the potential return on the assets subject to his control and the degree of risk to which those assets are subject; (2) diversify his investment so as to minimize the risk of large losses, considering the nature of the Plan and the size of Participants' account; and (3) choose from at least three diversified categories of investments. Each such investment shall be diversified and shall have materially different risk and return characteristics from the other core alternatives. Together such investments shall permit the Participant to design a portfolio with appropriate risk and return characteristics for the Participant's financial and personal circumstances. Further, such investments when taken together shall tend to minimize through diversification the overall risk at any given level of respected return.

(e) The Trustee shall be obligated to comply with Participant investment instructions except in the following limited circumstances:

(1) Implementation of the investment instructions by participants and beneficiaries would result in a prohibited transaction described in ERISA section 406 or section 4975 of the Code.

(2) Implementation of the investment instruction would generate income that would be taxable to the plan.

(3) Implementation of the investment instruction:

(i) Would not be in accordance with the documents and instruments governing the plan insofar as such documents and instruments are consistent with the provisions of Title I of ERISA;

(ii) Would cause a fiduciary to maintain the indicia of ownership of any assets of the plan outside the jurisdiction of the district courts of the United States other than as permitted by section 404(b) of ERISA and the regulations thereunder;

(iii) Would jeopardize the plan's tax qualified status under the Code;

(iv) Could result in a loss in excess of a participant's or beneficiary's account balance; or

(v) Would result in a direct or indirect: (a) Sale, exchange, or lease of property between a plan sponsor or any affiliate of the sponsor and the plan except for the acquisition or disposition of any interest in a fund, subfund or portfolio managed by a plan sponsor or an affiliate of the sponsor, or the purchase or sale of any qualifying employer security (as defined in section 407(d)(5) of ERISA) which meets the condition of section 408(e) of ERISA and item (d) of this paragraph (v); (b) Loan to a plan sponsor or any affiliate of the sponsor; (c) Acquisition or sale of any employer real property (as defined in section 407(d)(2) of ERISA); or (d) Acquisition or sale of any employer security except to the extent that:

o such securities are qualifying employer securities (as defined in section 407(d)(5) of ERISA);

o such securities are publicly traded on a national exchange or other generally recognized market;

o such securities are traded with sufficient frequency and in sufficient volume to assure that participant and beneficiary directions to buy or sell the security may be acted upon promptly and efficiently;

o information provided to shareholders of such securities is provided to participants and beneficiaries with accounts holding such securities;

o voting, tender and similar rights with respect to such securities are passed through to participants and beneficiaries with accounts holding such securities;

o information relating to the purchase, holding, and sale of securities, and the exercise of voting, tender and similar rights with respect to such securities by participants and beneficiaries, is maintained in accordance with procedures which are designed to safeguard the confidentiality of such information ("Confidentiality Procedures"), except to the extent necessary to comply with Federal laws or state laws not preempted by ERISA; and

o the Employer designates a fiduciary who is responsible for ensuring that: the Confidentiality Procedures are sufficient to safeguard the confidentiality of the information described in the preceding subparagraph, such procedures are being followed, and an independent fiduciary is appointed to carry out activities relating to any situations which the fiduciary designated by the Employer determines involve a potential for undue employer influence upon Participants and Beneficiaries with regard to the direct or indirect exercise of shareholder rights.

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

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

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

(g) The Administrator shall provide an explanation of the circumstances under which Participants and their Beneficiaries may give investment instructions, which may include the following:

(1) the conveyance of instructions by the Participants and their Beneficiaries to invest Participant Directed Accounts in Directed Investments;

(2) the name, address and phone number of the fiduciary (and, if applicable, the person or persons designated by the fiduciary to act on its behalf) responsible for providing information to the Participant or a Beneficiary upon request relating to the investments in Directed Investments;

(3) applicable restrictions on transfers to and from any Designated Investment Alternative;

(4) a description of any transaction fees and expenses which affect the balances in Participant Directed Accounts in connection with the purchase or sale of Directed Investments; and

(5) general procedures for the dissemination of investment and other information relating to the Designated Investment Alternatives as deemed necessary or appropriate, including but not limited to a description of the following:

(i) the investment vehicles available under the Plan, including specific information regarding any Designated Investment Alternative;

(ii) any designated Investment Managers; and (iii) a description of the additional information which may be obtained upon request from the fiduciary designated to provide such information.

(h) Any information regarding investments available under the Plan, to the extent not described in any Participant Direction Procedures, may be provided to the Participant in one or more written documents.

(i) Consistent with ERISA Section 404(c), the following shall apply with respect to the investment by Participants and Beneficiaries in Employer securities:

(1) Information provided to shareholders of such Employer securities shall be provided to Participants and Beneficiaries with accounts holding such securities.

(2) Voting, tender and similar rights with respect to Employer securities shall be passed through to Participants and Beneficiaries with accounts holding such securities. The Trustee shall vote or tender or take other similar action with respect to such shares solely in accordance with written instructions furnished to it by each Participant or Beneficiary. Shares, including fractional shares, for which instructions are not received by the Trustee shall not be voted or tendered.

(3) Information relating to the purchase, holding, and sale of Employer securities, and the exercise of voting, tender and similar rights with respect to such securities, by Participants and Beneficiaries, shall be maintained in accordance with procedures which are designed to safeguard the confidentiality of such information, except to the extent necessary to comply with Federal laws or state laws not preempted by ERISA.

(4) The Employer shall be the fiduciary who is responsible for
(i) ensuring that any procedures used are sufficient to safeguard the confidentiality of the information described in paragraph 3, (ii) such procedures are being followed, and (iii) the independent fiduciary required by paragraph (5), below, is appointed when necessary.

(5) An independent fiduciary shall be appointed to carry out activities relating to any situations which the fiduciary designated in accordance with paragraph 4, above, determines involve a potential for undue Employer influence upon Participants and Beneficiaries with regard to the direct or indirect exercise of shareholder rights.

(j) Any voting, tender or similar rights which are incidental to an ownership interest in any investment offered under the Plan (other than Rite Aid Corporation common stock) shall not be passed through to Participants holding an ownership interest in such investment.

EXECUTION PAGE

on this 21st day of December, 2001.

RITE AID CORPORATION

By /s/ Keith W. Lovett
   ___________________________
   Senior Vice President

IN WITNESS WHEREOF, this Plan has been signed by the below named individual, duly appointed by Rite Aid Corporation to act as Plan Trustee, on this 20th day of December, 2001.

/s/ Richard Varmecky
__________________________
Richard Varmecky, as TRUSTEE

Exhibit 4.9

AMENDMENT NUMBER ONE
TO THE
RITE AID 401(K) DISTRIBUTION EMPLOYEES SAVINGS PLAN

(Amended and Restated Effective January 1, 2001)

WHEREAS, Rite Aid Corporation (the "Corporation") has the authority under the Rite Aid 401(k) Distribution Employees Savings Plan (the "Plan") to amend the Plan in any respect at any time; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001; and

WHEREAS, the Corporation now wishes to amend the Plan, (i) effective as of January 1, 2002, to provide for a change to the definition of disability for purposes of disability retirement to refer to a determination by the Social Security Administration to simplify benefit claims administration, and
(ii) effective as of January 1, 2003, to provide that participants who are at least age 50 may make elective catch-up contributions as permitted by the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA").

NOW, THEREFORE, the Plan is hereby amended, effective as of the dates set forth below, as follows:

1. Section 2.14 of the Plan is hereby amended, effective as of January 1, 2002, in its entirety to read as follows:

"'Disability Retirement Date' means, with respect to any Participant, the first day of the month coinciding with or immediately following eligibility for disability benefits. 'Disability' means the total and permanent inability of a Participant due to mental or physical illness or injury to perform the duties of his regular occupation as certified by a qualified physician selected by the Plan Administrator. Notwithstanding the foregoing, effective for claims filed on and after January 1, 2002, Disability means the condition of a Participant who is determined to be eligible for Social Security disability benefits by the Social Security Administration."

2. The first paragraph of Section 5.1 of the Plan following the heading Salary-Reduction Contributions is hereby amended, effective as of January 1, 2003, in its entirety to read as follows:

"Each Participant may elect to defer, through periodic payroll deductions, from 1% up to 15% of his Compensation, except as otherwise provided under Section 5.8 and subject to the other limitations provided in this Section, for the Plan Year and to have this amount contributed under the Plan. Such deferred amounts are hereinafter referred to as "Salary-Reduction Contributions." Such Contributions will be made pursuant to a Salary-Reduction Agreement."

3. The second paragraph of Section 5.1 of the Plan following the heading Salary-Reduction Contributions is hereby amended, effective as of January 1, 2003, in its entirety to read as follows:

"A Participant's Salary-Reduction Contributions will not exceed the dollar limit set forth in Code section 402(g) for the Taxable Year of the Participant, except to the extent permitted under Section 5.8 of the Plan and section 414(v) of the Code, if applicable. The dollar limitation will be adjusted annually as provided in Code section 415(d) pursuant to Regulations. The adjusted limitation will be effective as of January 1st of each calendar year."

4. Article V of the Plan is hereby amended, effective as of January 1, 2003, by adding a new Section 5.8 to the Plan to read as follows:

"5.8 Catch-Up Contributions. Effective for Plan Years beginning on and after January 1, 2003, in accordance with procedures adopted by the Administrator, all Participants who have attained age 50 before the close of a Plan Year shall be eligible to make catch-up contributions from 0% to 50% of Compensation, 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), 410(b), and 416 of the Code, as applicable, by reason of the making of such catch-up contributions."

5. The last paragraph of Section 5.6(a) of the Plan is hereby amended, effective as of January 1, 2003, to read as follows:

"Effective for Plan Years beginning on and after January 1, 2002, the maximum annual addition shall not exceed the lesser of $40,000 (as adjusted for cost of living under Code section 415(d)) and 100% of the Participant's Code section 415 Compensation for the Plan Year, except to the extent permitted under Section 5.8 of the Plan and section 414(v) of the Code, if applicable."

6. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed this 9th day of December, 2002.

RITE AID CORPORATION

By: /s/ Keith W. Lovett
   -------------------------------
Title: Senior Vice President

Exhibit 4.10

AMENDMENT NUMBER TWO
TO THE
RITE AID 401(k) DISTRIBUTION EMPLOYEES SAVINGS PLAN

WHEREAS, Rite Aid Corporation ("Corporation") has the authority under the Rite Aid 401(k) Distribution Employees Savings Plan ("Plan") to amend the Plan in any respect at any time; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001 and has since been amended; and

WHEREAS, the Corporation now desires to amend the Plan, effective as of the date on which a Final Order (as defined in the Settlement Agreement) has been entered ("Amendment Effective Date"), to provide for certain special payments to the Plan, pursuant to the terms of the Settlement Agreement (hereinafter defined);

NOW, THEREFORE, effective as of the Amendment Effective Date, the Plan is hereby amended as follows:

1. A new Section 5.9 is added to Article V of the Plan, to read as follows:

"5.9 SETTLEMENT AGREEMENT CONTRIBUTIONS

Pursuant to the terms of the Settlement Agreement, and after the Effective Date of the Settlement Agreement, there shall be made, in addition to the contributions otherwise prescribed in this Article, a restorative payment to the Plan in the manner and the amounts described in this Section.

(a) Definitions: For the purpose of this Section:

(1) the term "Settlement Agreement" means the Stipulation and Agreement of Settlement dated as of October 31, 2002, by and among State Street Bank and Trust Company; Robert Kolar, individually and as representative of the Plan and its participants and beneficiaries; Rite Aid Corporation; The Prudential Insurance Company of America and Prudential Securities, Inc.; and Frank Bergonzi, Thomas F. Foley, Richard Varmecky, Robert R. Souder, Dean Dell Antonia and Edwin E. Lilja;

(2) the term "Settlement Fund" means the separate fund that has been established pursuant to the terms of the Settlement Agreement, and

(3) the term "Effective Date of the Settlement Agreement" means the date as of which all preconditions to the effectiveness of the Settlement Agreement have been satisfied.

(b) There shall be transferred from the Settlement Fund a restorative payment to the Plan in such amount as is required under the Settlement Agreement. The amount so transferred shall be allocated among the Accounts (either existing or to be established) of all members of the Class (as defined in the Settlement Agreement) in accordance with the methodology prescribed therein. The allocations described in this Section 5.9 shall:

(1) for recordkeeping purposes, be commingled with Salary Reduction Contributions;

(2) be fully and immediately vested; and

(3) until such date as the Class member makes an effective and superseding election, be invested in accordance with the member's most recent investment election on file with the Plan on the date the restorative payment is received by the Plan, or, in the absence of such an election, be invested in such investment fund as is established under the Plan or under Plan procedures for any portion of the member's interest in the Plan for which he has failed to direct the investment in accordance with section 6.3."

2. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment to the Plan has been executed this 25th day of February, 2003.

RITE AID CORPORATION

By:  /s/ Keith W. Lovett
    ------------------------
Title:  Senior Vice President

Exhibit 4.11

AMENDMENT NUMBER TWO
TO THE
RITE AID 401(k) DISTRIBUTION EMPLOYEES SAVINGS PLAN

WHEREAS, Rite Aid Corporation ("Corporation") has the authority under The Rite Aid 401(k) Distribution Employees Savings Plan ("Plan") to amend the Plan, except in certain respects not material hereto; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001 and has since been amended; and

WHEREAS, the Plan contains the trust provisions (the "Trust") within a single document; and

WHEREAS, the Corporation, by action of the Trustee Search Committee, is entering into separate Trust agreements under which two financial institutions will serve as Trustees of the Plan; and

WHEREAS, the Corporation now desires to amend the Plan, effective as of April 1, 2003, to remove the trust provisions and thereby bifurcate the Plan provisions and the Trust provisions into separate documents to facilitate the execution and maintenance of the Trust agreements with the institutional trustees; and

WHEREAS, the Corporation desires to further amend the Plan, effective April 1, 2003, to clarify the investment management provisions of the Plan consistent with the bifurcated Plan and Trust documents; and

WHEREAS, the Corporation desires to further amend the Plan to revise the administrative provisions of the Plan in accordance with the resolutions of the Board of Directors of the Corporation.

NOW, THEREFORE, effective as of April 1, 2003, the Plan is hereby amended as follows:

1. The initial recitals of the Plan as appear in Article I are amended to read as follows:

"WHEREAS, the Rite Aid Corporation (the "Employer") established The Rite Aid 401(k) Distribution Employees Savings Plan (the "Plan") effective July 1, 1994, which has been amended from time to time; and

WHEREAS, the Plan, as most recently amended and restated effective January 1, 2001 and as subsequently amended, is an agreement between the Employer and the Plan Trustee(s) as a combined Plan and Trust Agreement; and

WHEREAS, the Employer and the sole remaining Plan Trustee desire that the Plan and the Trust be bifurcated into two separate documents and to make certain other changes with respect to the management of Plan assets.

NOW, THEREFORE, the Employer and the Trustee, hereby agree to the following amendment to the terms of the Plan, effective April 1, 2003, as follows:"

2. Section 2.25 of the Plan is hereby amended in its entirety to read as follows:

" 'Funding Agent' means any insurance company, a Trustee or Trustees selected by the Employer or its designee to hold assets of the Plan, receive contributions or pay benefits under and in accordance with the terms of the Plan."

3. Section 2.29 of the Plan is hereby amended in its entirety to read as follows:

" 'Named Fiduciary' means the Employer and, to the extent so designated, the person or persons named by the Employer as having fiduciary responsibility for the management and control of Plan assets, shall be known as the "named fiduciary" hereunder with respect to those assets

4. Section 2.40 of the Plan is hereby amended in its entirety to read as follows:

" 'Trustee' means the party or parties so appointed by the Employer or its designee and each of their respective successors. The Employer, or its designee, may appoint separate parties as the Trustee with respect to certain assets or certain classes of assets of the Plan, including the appointment of a Trustee with respect to any Rite Aid common stock held by the Plan. If more than one Trustee is so appointed, the term "Trustee" shall include all Trustees with respect to the respective Plan assets over which they have been appointed."

5. Section 2.41 of the Plan is hereby amended in its entirety to read as follows:

" 'Trust Fund' means all of the assets of the Plan held by the Trustee."

6. A new Section 2.43 of the Plan is hereby added to read as follows:

" 'Trust Agreement' means the trust instrument(s) executed by the Employer, or its designee, and the Trustee or Trustees for purposes of providing a vehicle to hold and invest the assets of the Plan."

7. The first paragraph of Section 3.1 is hereby amended in its entirety to read as follows:

"The Named Fiduciary will be the Employer and, to the extent so designated, the person or persons named by the Employer as having fiduciary responsibility for the management and control of Plan assets will be the Named Fiduciary with respect to those assets. Each fiduciary, including any Named Fiduciary, shall have only those particular powers, duties, responsibilities and obligations as are specifically delegated to him or her under the Plan or the Trust Agreement. Any fiduciary, if so appointed, may serve in more than one fiduciary capacity and may also serve in a non-fiduciary capacity."

8. The first paragraph of Section 3.3 of the Plan is hereby amended to read as follows"

"The Employee Benefits Administration Committee ("EBAC") of the Employer shall be the Administrator, in accordance with the provisions of Section 3.9. In the event that the EBAC is dissolved or in the event that the EBAC has no members, the Employer shall serve as the Administrator until such time as another Administrator is duly appointed."

9. Section 3.4 of the Plan is hereby amended in its entirety to read as follows:

"The Employer will have the power to appoint and remove the Funding Agent. The Funding Agent will have the authority and discretion to manage, control and invest (to the extent not directed by Participants) the assets of the Plan placed in its control. The rights, powers and duties of the Funding Agent shall be goverend by the provisions of any agreements or Contracts between the Funding Agent and the Employer, or its designee."

10. A new Section 3.9 of the Plan is hereby added to the Plan to read as follows:

"3.9 DESIGNATION OF ADMINISTRATIVE AUTHORITY.

(a) The Employee Benefits Administration Committee ("EBAC") of the Employer shall be the Administrator. The Employer may appoint the members of the EBAC. Any person so appointed shall signify his acceptance by filing a written acceptance with the Employer. Upon the resignation or removal of any individual serving on the EBAC, the Employer may designate a successor.

(b) Notwithstanding any provision of the Plan to the contrary, the EBAC shall have the authority and responsibility to undertake the following:

(1) monitor compliance with the Plan's investment policies and address failures to comply with the policies

(2) manage and supervise the Trustee, including performance reviews;

(3) act as the Administrator for the Plan;

(4) assume general fiduciary responsibility for the administration and operation of the Plan, except as is delegated to the Trustee and/or an Investment Manager (within the meaning of Section 3(38) of ERISA);

(5) arrange for an annual presentation to the Board of Directors of the Employer concerning compliance, investment performance and funding status for the Plan;

(6) execute and adopt Plan amendments as follows:

(a) to effect changes required under applicable law and nonmaterial ministerial matters; and

(b) to implement the actions of the EBAC taken in accordance with the delegation of authority given to it by the Employer.

Notwithstanding anything herein to the contrary, EBAC may establish its own operating policies and procedures which shall be deemed to be a part of the Plan."

11. Section 6.2 of the Plan is amended in its entirety to read as follows:

"The Funding Agent will maintain, with respect to each Participant, an individual Investment Subaccount for each separate investment fund in which a Participant participates. Participants will be permitted to direct the Contributions made on their behalf among Investment Subaccounts established for this purpose."

12. Section 9.15 of the Plan, entitled "EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE," is hereby deleted in its entirety and such Section number shall be reserved.

13. Section 9.16 of the Plan, entitled "FUNDING AGENT'S PROTECITVE CLAUSE" is hereby deleted in its entirety and such Section number shall be reserved.

14. Section 11.1(a) of the Plan is hereby amended in its entirety to read as follows:

"(a) The duties and powers of the Trustee shall be set forth in a Trust Agreement executed by the Employer, or its designee, the Trustee Search Committee, which is incorporated herein by reference. The Employer, or its designee, (such designee to specifically include EBAC), shall review at regular intervals the performance of the Trustee and shall re-evaluate the appointment of such Trustee. After the Employer, or its designee, (such designee to specifically include the Trustee Search Committee), has appointed the Trustee and has received a written notice of acceptance of its responsibility, the fiduciary responsibility with respect to the proper care and custody of Plan assets shall be considered as the responsibility of the Trustee. Unless otherwise allocated to an investment manager, reserved by the Employer or delegated to the EBAC, the fiduciary responsibility with respect to investment of Plan assets shall likewise be considered as the responsibility of the Trustee."

15. Section 11.2 of the Plan is amended in its entirety to read as follows:

"11.2 APPOINTMENT AND POWERS OF THE INVESTMENT MANAGER

The Employer, or its designee, may appoint one or more investment managers (within the meaning of Section 3(38) of ERISA) ("Investment Manager") who is other than the Trustee, which Investment Manager may be a bank or an investment advisor registered with the Securities and Exchange Commission under the Investment Advisors Act of 1940. Such Investment Manager, if appointed, shall have sole discretion in the investment of Plan assets allocated to such Investment Manager, subject to the funding policy. The Investment Manager also shall have the power to appoint other Investment Managers, if so provided under the agreement between the Investment Manager and the Employer, or its designee. The Employer, or its designee, shall review at regular intervals no less frequently than annually, the performance of such Investment Manager and shall re-evaluate the appointment of such Investment Manager. After the Investment Manager has accepted its appointment, the fiduciary responsibility with respect to investment of Plan assets shall be considered as the responsibility of the Investment Manager."

16. Section 11.3 of the Plan, entitled "INVESTMENT POWERS AND DUTIES OF THE TRUSTEE," is hereby deleted in its entirety and such Section number shall be reserved.

17. Section 11.5 of the Plan is hereby amended in its entirety to read as follows:

"Any compensation due to the Trustee under the terms of the Trust Agreement will be paid from the Trust Fund, unless paid directly by the Employer; any such expense paid by the Employer may be reimbursed by the Plan, to the extent permitted by ERISA."

18. Section 11.6 of the Plan, entitled "RESIGNATION AND REMOVAL OF THE TRUSTEE," is hereby deleted in its entirety and such Section number shall be reserved

19. The provisions of the Plan, as amended herein, shall not apply in any manner whatsoever to the duties and powers of Richard C. Varmecky, who, as of March 31, 2003, serves as the sole remaining trustee of the Plan.

20. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment to the Plan has been executed this 9th day of April, 2003.

RITE AID CORPORATION

By: /s/ Robert B. Sari
    ------------------

Exhibit 4.12

AMENDMENT NUMBER THREE
TO THE
RITE AID 401(k) DISTRIBUTION EMPLOYEES SAVINGS PLAN

WHEREAS, Rite Aid Corporation ("Corporation") has the authority under the Rite Aid 401(k) Distribution Employees Savings Plan ("Plan") to amend the Plan, except in certain respects not material hereto; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001 and has since been amended; and

WHEREAS, the Corporation desires to re-open the Rite Aid Corporation Stock Fund for new investments to participants in the Plan on a limited basis so that (1) no more than 10% of a participant's salary deferral contributions and loan repayments can be allocated to the Rite Aid Corporation Stock Fund and (2) participant transfers from other Plan investment funds to the Rite Aid Corporation Stock Fund will not be permitted; and

WHEREAS, the Corporation has authorized officers, including the undersigned officer, to determine the time at which it is appropriate to re-open the Rite Aid Corporation Stock Fund; and

WHEREAS, the Corporation further desires to clarify the parties who are authorized under the Plan to designate the investment alternatives available to Plan participants.

NOW, THEREFORE, effective as of May 27, 2003, the Plan is hereby amended as follows:

1. Section 6.2 of the Plan is amended in its entirety to read as follows:

"6.2 Investment Options/Subaccounts.

Notwithstanding any provision of the Plan to the contrary, the Employee Benefits Administration Committee shall have the responsibility for selecting the Investment Subaccounts offered to Participants in the Plan, except (1) to the extent that the Employer delegates such responsibility to an institutional trustee or to an investment manager (within the meaning of Section 3(38) of ERISA) appointed by the Employer for that purpose or (2) with respect to the Rite Aid Stock Fund. The Funding Agent will maintain, with respect to each Participant, an individual Investment Subaccount for each separate investment fund in which a Participant participates. Participants will be permitted to direct the Contributions made on their behalf among Investment Subaccounts established for this purpose."

2. A new Section 6.6 of the Plan is hereby added to read as follows:

"Section 6.6 Rite Aid Corporation Stock Fund.

The Plan has an Investment Subaccount that invests primarily in the common stock of The Rite Aid Corporation ("Rite Aid Corporation Stock Fund" or the "Rite Aid Stock Fund"). The Employer, or its designee, shall have the authority to determine when to open the Rite Aid Stock Fund to investment by Participants and on what basis. Notwithstanding any other provision of the Plan to the contrary, effective as of the date established by an authorized officer or officers (as so designated by the Board), a Participant may allocate up to ten percent (10%) (but no more than ten percent) of such Participant's Salary Deferral Contributions to the Rite Aid Stock Fund. No other contributions (except such prorata piece of any loan repayments that are invested in the same manner as salary deferral contributions) may be allocated to the Rite Aid Stock Fund. A Participant may transfer funds from the Rite Aid Stock Fund to any other Investment Subaccount. Notwithstanding any other provision of the Plan to the contrary, no transfers are permitted to the Rite Aid Stock Fund from any other Investment Subaccount. The Employer may, by Plan amendment, modify the provisions of this Section 6.6."

3. Section 11.8 (b) of the Plan is amended by adding at the end thereof the following sentence:

"Notwithstanding the foregoing, the Employer, or its designee, may reopen the Rite Aid Corporation Stock Fund at such time and in such manner as the Employer or its designee, in its sole discretion, deems appropriate."

4. Section 11.8 (i) (2) shall be amended in its entirety to read as follows:

"(2) Voting, tender and similar rights with respect to Employer securities shall be passed through to Participants and Beneficiaries with accounts holding such securities. The Trustee shall vote or tender or take other similar action with respect to such shares solely in accordance with written instructions furnished to it by each Participant or Beneficiary. Shares, including fractional shares, for which instructions are not received by the Trustee shall be voted or tendered by the Trustee."

5. Section 11.8 (i) (4) shall be amended in its entirety to read as follows:

"(4) The Trustee shall be the fiduciary who is responsible for (i) ensuring that any procedures used are sufficient to safeguard the confidentiality of the information described in paragraph (3),
(ii) such procedures are being followed, and (iii) the independent fiduciary required by paragraph (5), below, is appointed when necessary."

6. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment to the Plan has been executed this 27th day of May, 2003.

RITE AID CORPORATION

By:   /s/ Robert B. Sari
   -----------------------------
   Name:  Robert B. Sari
   Title: Senior Vice President,
          General Counsel and
          Secretary

Exhibit 4.13

AMENDMENT NUMBER FOUR
TO THE
RITE AID 401(K) DISTRIBUTION EMPLOYEES SAVINGS PLAN

(Amended and Restated Effective January 1, 2001)

WHEREAS, Rite Aid Corporation (the "Corporation") has the authority under the Rite Aid 401(k) Distribution Employees Savings Plan (the "Plan") to amend the Plan in any respect at any time; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001; and

WHEREAS, the Corporation now wishes to amend the Plan, effective as of January 1, 2003, to (i) eliminate after-tax contributions under the Plan, except as provided for purposes of correcting excess contributions, (ii) eliminate the suspension period on employee contributions after a distribution due to hardship, and (iii) eliminate the plan administrator's discretion in determining what constitutes financial hardship for a hardship distribution.

NOW, THEREFORE, the Plan is hereby amended, effective as of the dates set forth below, as follows:

1. The subsection entitled "Voluntary Contributions" of Section 5.1 is hereby amended in its entirety, effective as of the date hereof, to read as follows:

"Voluntary Contributions.

No after-tax contributions ("Voluntary Contributions") are permitted by Participants under the Plan, except to the extent provided under Section 5.7(e)."

2. The first paragraph of Section 5.4 of the Plan is hereby amended in its entirety, effective as of the date hereof, to read as follows:

"Salary-Reduction Contributions that have been accumulated through payroll deductions will be paid to the Funding Agent by the Trustee."

3. Section 5.5 of the Plan is hereby amended in its entirety, effective as of the date hereof, to read as follows:

"5.5 Discontinuance of Salary-Reduction Contributions

Upon advance notice in accordance with procedures and in the form and manner prescribed by the Administrator, a Participant may discontinue all, or a portion, of his Salary-Reduction Contributions at any time. He may recommence any Salary-Reduction Contributions at any time upon advance notice in accordance with procedures and in the form and manner prescribed by the Administrator."

4. Subsection 5.8 of the Plan is hereby deleted in its entirety, effective as of the date hereof.

5. Section 7.6 of the Plan is hereby amended, effective as of the date hereof, by deleting the entire subsection entitled "Voluntary Contributions."

6. The last paragraph of the subsection entitled "Salary-Reduction Contributions" of Section 7.6 of the Plan is hereby amended, effective as of January 1, 2003, in its entirety to read as follows:

"However, if a Participant receives a hardship distribution, his right to elect a Salary-Reduction Contribution under this Plan and any other plan sponsored by the Employer shall be suspended for 12 months after the receipt of such distribution; provided, for distributions after December 31, 2001, the suspension period shall be a six-month period. Further, the Participant may not elect a Salary-Reduction Contribution for his Taxable Year immediately following the Taxable Year of the hardship distribution in excess of the applicable limit under Code section 402(g) for such Taxable Year less the amount of such Participant's Salary-Reduction Contribution for the Taxable Year of the hardship distribution. Anything herein to the contrary notwithstanding, effective as of January 1, 2003, no such suspension period, or reduction in Salary-Reduction Contributions, shall apply."

7. The definition of "Financial Hardship" in Section 7.6 of the Plan under the subsection entitled "Salary-Reduction Contributions" is hereby amended, effective as of January 1, 2003 by adding the word "or" after paragraph (d), by deleting the ", or" after paragraph (e) and adding a period, and by deleting paragraph (f).

8. Section 7.6 of the Plan under the subsection entitled "Salary-Reduction Contributions" is hereby further amended, effective as of the date hereof, by deleting the second paragraph following the definition of "Financial Hardship."

9. The third sentence of the last paragraph of Section 7.7(a) of the Plan is hereby amended, effective as of the date hereof, to read as follows:

"However, to the extent the loan is attributable to the Participant's Salary-Reduction Contributions Account, the Employer's Qualified Matching Contributions Account (if any) or the Employer's Qualified Non-Elective Contributions Account (if any), attachment of security shall not occur until the Participant separates from service."

10. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed this 27th day of May, 2003.

RITE AID CORPORATION

By:   /s/ Robert B. Sari
   -----------------------------
   Name:  Robert B. Sari
   Title: Senior Vice President,
          General Counsel and
          Secretary

Exhibit 4.14

                           PERRY DISTRIBUTORS, INC.
                                  401(k) PLAN



                               TABLE OF CONTENTS

                                                                                                               Page

ARTICLE 1 THE PLAN'S ESTABLISHMENT................................................................................1
   1.1     Plan Sponsor...........................................................................................1
   1.2     Employer...............................................................................................1
   1.3     The Plan...............................................................................................1
   1.4     Effective Date.........................................................................................1
   1.5     Funding and the Fund Fiduciary.........................................................................2
   1.6     Plan Year..............................................................................................2
   1.7     Administrator..........................................................................................2

ARTICLE 2 GLOSSARY................................................................................................2
   2.1     General Definitions....................................................................................2

ARTICLE 3 PLAN MEMBERSHIP........................................................................................13
   3.1     Active Membership and Covered Service.................................................................13
   3.2     Eligibility Status....................................................................................13
   3.3     Enrollment............................................................................................13
   3.4     Termination/Suspension of Active Membership...........................................................14

ARTICLE 4 EMPLOYMENT AND SERVICE CREDITS.........................................................................14
   4.1     Employment, In General................................................................................14
   4.2     Leave Periods, In General.............................................................................14
   4.3     Service Credit........................................................................................15
   4.4     Computation of Service Credits........................................................................16
   4.5     Service Credit For Periods of Qualified Military Service under Uniformed Services Employment and
           Reemployment Rights Act...............................................................................16

ARTICLE 5 PLAN CONTRIBUTIONS.....................................................................................17
   5.1     Definitions Applicable to Contributions...............................................................17
   5.2     Elective Contributions................................................................................20
   5.3     Matching Contributions................................................................................23
   5.4     Anti-Discrimination Limitation on Amount of Matching Contributions....................................24
   5.5     Special Contributions.................................................................................25
   5.6     Nonelective Contributions.............................................................................25
   5.7     Contributions For Periods of Qualified Military Service under Uniformed Services Employment and
           Reemployment Rights Act...............................................................................26

ARTICLE 6 PLAN ACCOUNTS AND VESTING..............................................................................26
   6.1     Member Accounts.......................................................................................26
   6.2     Suspense Account......................................................................................26
   6.3     Vesting...............................................................................................27
   6.4     Forfeitures and Their Disposition.....................................................................27

ARTICLE 7 ELIGIBILITY FOR BENEFITS...............................................................................28
   7.1     In General............................................................................................28
   7.2     Retirement Eligibility................................................................................29
   7.3     Eligibility for Death Benefits........................................................................29
   7.4     Pre-Retirement Termination Benefits...................................................................29
   7.5     Payments During Employment............................................................................29
   7.6     Restriction on Distribution of Elective Contribution and Nonelective Accounts.........................31

ARTICLE 8 BENEFIT PAYMENTS TO MEMBERS............................................................................31
   8.1     Benefit Payments, In General..........................................................................31
   8.2     Selection of Payment Date and Payment Form............................................................32
   8.3     Selection of Payment Form.............................................................................33
   8.4     Cash-Out Payments.....................................................................................35
   8.5     Direct Rollover of Eligible Rollover Distributions....................................................35

ARTICLE 9 DEATH BENEFITS.........................................................................................36
   9.1     Death After Start of Retirement Benefits..............................................................36
   9.2     Death Before Start of Retirement Payments.............................................................36
   9.3     Member's Right to Restrict Beneficiary's Election.....................................................37
   9.4     Distributions After Beneficiary's Death...............................................................37
   9.5     Cash-Outs.............................................................................................37
   9.6     Spouse's Death Benefit................................................................................37
   9.7     Death Beneficiary.....................................................................................38
   9.8     Spouse's Consent to Certain Elections.................................................................39
   9.9     Plan Years Beginning On and After January 1, 2002.....................................................39

ARTICLE 10 OTHER PROVISIONS CONCERNING CONTRIBUTIONS.............................................................39
   10.1    Limitations on Employer's Contributions...............................................................39
   10.2    Erroneous Contribution................................................................................40
   10.3    Erroneous Allocations.................................................................................40
   10.4    Limitation on Annual Additions........................................................................40
   10.5    Avoidance of Excess Annual Additions..................................................................41

ARTICLE 11 THE FUND AND INVESTMENTS..............................................................................42
   11.1    Definitions...........................................................................................42
   11.2    General Fund..........................................................................................42
   11.3    Segregated Funds......................................................................................42
   11.4    Valuation of Fund.....................................................................................43
   11.5    Insurance Policies....................................................................................44
   11.6    Member Loans..........................................................................................44

ARTICLE 12 PLAN ADMINISTRATION...................................................................................44
   12.1    Administrator's Appointment...........................................................................44
   12.2    Administrator's Resignation or Removal................................................................44
   12.3    Administrator's Powers and Duties.....................................................................44
   12.4    Limitations on Administrator's Powers and Responsibilities............................................46
   12.5    Action by the Administrator...........................................................................46
   12.6    Participation by Administrators.......................................................................46
   12.7    Agents................................................................................................46
   12.8    Allocation of Duties..................................................................................46
   12.9    Delegation of Duties..................................................................................47
   12.10   Administrator's Action Conclusive.....................................................................47
   12.11   Administrator's Compensation..........................................................................47
   12.12   Records and Reports...................................................................................47
   12.13   Reports Open to Members...............................................................................47
   12.14   Standard of Care......................................................................................47
   12.15   Information from the Employer.........................................................................47
   12.16   Liability and Indemnification.........................................................................47
   12.17   Correction of Administrative Errors...................................................................48
   12.18   Erroneous Payments....................................................................................48

ARTICLE 13 CLAIMS PROCEDURE......................................................................................48
   13.1    Claims for Benefits...................................................................................48
   13.2    Notice of Denial......................................................................................48
   13.3    Right to Reconsideration..............................................................................49
   13.4    Review of Documents...................................................................................49
   13.5    Decision by Administrator.............................................................................49
   13.6    Notice by Administrator...............................................................................49

ARTICLE 14 PROVISIONS CONCERNING SPONSOR AND EMPLOYERS...........................................................49
   14.1    Single Plan...........................................................................................49
   14.2    Powers Reserved to Sponsor............................................................................49
   14.3    Power of the Sponsor to Name an Independent Fiduciary.................................................50
   14.4    Joinder of Employers..................................................................................51
   14.5    Separate Amendments by an Employer....................................................................51
   14.6    Termination of Employer's Participation...............................................................51

ARTICLE 15 AMENDMENTS, TERMINATION AND MERGER....................................................................52
   15.1    Amendments............................................................................................52
   15.2    Consolidation, Merger or Other Transactions of Employer...............................................53
   15.3    Consolidation, Merger or Transfer of the Fund.........................................................53
   15.4    Voluntary Termination.................................................................................53
   15.5    Partial Plan Termination or Permanent Cessation of Contributions......................................53
   15.6    Payments After Termination............................................................................53

ARTICLE 16 MISCELLANEOUS.........................................................................................54
   16.1    No Diversion of Fund..................................................................................54
   16.2    Liability Limited.....................................................................................54
   16.3    Incapacity............................................................................................54
   16.4    Spendthrift Clause....................................................................................54
   16.5    Benefits Limited to Fund..............................................................................56
   16.6    Cooperation of Parties................................................................................56
   16.7    Payments Due Missing Persons..........................................................................56
   16.8    Nonguarantee of Employment............................................................................57
   16.9    Counsel...............................................................................................57
   16.10   Rules of Interpretation...............................................................................57
   16.11   Payment of Plan Expenses..............................................................................58
   16.12   Use of Electronic Media...............................................................................58

1.1 Plan Sponsor. Perry Distributors, Inc., a Michigan corporation, is the Plan "Sponsor" and controls (to the extent described in other Plan provisions) this Plan's operation, amendment and termination.

1.2 Employer. The term "Employer" means any company which adopts this Plan for the benefit of some or all of its Employees. At the Plan's Effective Date, there were no Employers other than the Sponsor. Where there is more than one Employer, the term "Employer" refers to all Employers collectively, as if they were one company, unless the context clearly indicates that each Employer is referred to separately.

1.3 The Plan. "Plan" refers to the "Perry Distributors, Inc. 401(k) Plan," which the Sponsor established by executing this Plan Document.

This Plan was initially established on July 1, 1993, was amended prior to this restatement, and is referred to as the "Prior Plan." References to the "Prior Plan" also include any earlier plan that is a predecessor (by amendment or transfer of assets) to the plan named above, to the extent any of those plans were in effect at the relevant time. To the extent this Plan's terms would curtail any person's rights or interests that were vested under the Prior Plan at the Effective Date, the Prior Plan's terms control.

The Plan has been completely amended and restated herein, effective January 1, 2001, to incorporate various retroactive legal changes to comply with the requirements of the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, and the Internal Revenue Service Restructuring and Reform Act of 1998 as well as the Community Renewal Tax Relief Act of 2000. The Plan restatement also incorporates certain changes permitted and required under the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), which are intended as good faith compliance with EGTRRA and are to be construed in accordance with EGTRRA and guidance issued thereunder, generally effective January 1, 2002 as provided herein. The Plan restatement also incorporates certain clarifying and corrective changes, within the remedial amendment period for such changes.

The Plan was frozen with respect to Employer Matching Contributions for Pay paid or accrued on or after June 15, 2001.

This Plan has been established pursuant to the Union Contract between the Employer and Local No. 614, affiliated with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America (the "Union").

1.4 Effective Date. The restated Plan is generally effective as of January 1, 2001, the date referred to as the "Effective Date." This Plan was initially effective as of July 1, 1993, the date referred to as the "Initial Effective Date."

1.5 Funding and the Fund Fiduciary. Plan benefits are to be paid out of the Fund established by the Sponsor and held by the Fund Fiduciary under the terms of the Fund Document associated with this Plan. "Fund Fiduciary" means Comerica Bank, the trustee appointed as Fund Fiduciary as of the Effective Date, as well as any other trustee or insurance company which may hold Plan assets under the terms of a Fund Document in the future.

1.6 Plan Year. The Plan Year means the 12-consecutive month period beginning January 1 and ending on December 31. However, the period beginning on November 1, 1997 and ending on December 31, 1997 shall be a short Plan Year in order to accommodate the transition from the former Plan Year of the 12-consecutive month period beginning November 1 and ending on October 31.

1.7 Administrator. The term "Administrator" means the person responsible for the Plan's general administration and operation, as described in Article 12.

"Active Employment"         Means all periods during which an individual is
                            actually working as an Employee as opposed to
                            Employment periods constituting Leave.

"Active Member"             is defined in Section 3.3.

"Active Membership"         is defined in Section 3.1.

"Administrator"             is defined in Section 1.7.

"Adoption Agreement"        means the written agreement between the
                            Sponsor and an Employer effecting that Employer's
                            adoption of this Plan for its Employees' benefit,
                            as described in Section 14.4.

"Age"                       means an individual's age in years at his most
                            recent birthday. An individual is deemed to have
                            reached a given age on the day before his
                            equivalent birthday. This term is not capitalized
                            when used in the Plan.

"Allocation Date"           is defined in Section 5.1.

"Annual Additions"          is defined in Section 10.4.

"Authorized Leave"          disability, jury duty, military duty or
                            education. Leave is authorized if expressly
                            approved by the Employer (or the Related Company)
                            on an individual basis or by established personnel
                            policy.

"Back-Pay Periods"          means any periods for which back pay (ignoring any
                            mitigation of damages) is to be provided by the
                            Employer or a Related Company. Employment includes
                            all Back-Pay Periods; the Employee is deemed to
                            have rendered the services relating to that back
                            pay period; and that the period's characterization
                            as Active Employment or Leave is determined by the
                            back-pay's character.

"Beneficiary"               means any person who is entitled to receive any
                            undistributed portion of a deceased Member's Plan
                            Account after the Member's death, as more
                            particularly described in Article 9.

"Board"                     means the Sponsor's Board of Directors or the
                            Board of Directors of an Employer. Unless
                            specifically indicated otherwise, the term "Board"
                            refers to the Sponsor's Board of Directors.

"Break"                     is defined in Section 4.4.

"Cash-Out Payment"          is defined in Section 8.4.

"Child Care Absence"        means an absence that results from (a) the
                            Employee's pregnancy, (b) the birth of the
                            Employee's child, (c) a child's placement for
                            adoption by the Employee and/or (d) the Employee's
                            caring for the child immediately after that birth
                            or placement. The Administrator may require the
                            Employee to provide any timely information deemed
                            necessary by the Administrator reasonably to
                            establish that an absence qualifies as a Child
                            Care Absence and to establish that Leave period's
                            duration.

"Code"                      means the Internal Revenue Code of 1986, as
                            amended from time to time, or any successor
                            statute.

"Company"                   means any trade or business, whether a
                            corporation, partnership, sole proprietorship,
                            trust or other business entity. This term is not
                            capitalized when used in the Plan.

"Computation Period"        is defined in Section 4.3.

"Contribution Percentage"   is defined in Section 5.1.

"Controlled Employer"       means any Related Company or other company which
                            qualifies during the Limitation Year as: (A) a
                            member of a group of companies under more than 50%
                            common control (as described in Code ss.ss.414(b)
                            & (c), as modified by Code ss.415(h)) to which the
                            Employer also belongs, or (B) a member of an
                            affiliated service group (as described in Code
                            ss.414(m)) to which the Employer belongs.

"Covered Service"           is defined in Section 3.1.

"Deferral Percentage"       is defined in Section 5.1.

"Defined Benefit Plan"      means any Tax-Qualified Plan maintained by any
                            Employer or Related Company (and, solely for the
                            purposes of Section 10.4, any other Controlled
                            Employer) and which is not a Defined Contribution
                            Plan.

"Defined Contribution       means any Tax-Qualified Plan maintained by any
Plan"                       Employer or Related Company (and, solely for the
                            purposes of Section 10.4, any other Controlled
                            Employer) and under which separate, individual
                            accounts are maintained for each participant's
                            benefit.

"Disability Retirement      is defined in Section 7.2.
Date"

"Distributable Amount"      is defined in Section 7.1.

"Dollar Limit"              is defined in Section 10.4.

"Domestic Relations         is defined in Section 16.4.
Account"

"Due Date"                  is defined in Section 5.1.

"Effective Date"            is defined in Section 1.4.

"Elective Contributions"    is defined in Section 5.1.

"Elective Contribution      is defined in Section 6.1.
Account"

"Election Date"             is defined in Section 11.3.

"Eligible Employee"         is defined in Section 5.1.

"Eligibility Service"       is defined in Section 4.3.

"Eligibility Service        is defined in Section 4.3.
Credit"

"Eligibility Status"        is defined in Section 3.2.

"Employee"                  means an individual who is rendering personal
                            services to the Employer or a Related Company in
                            the capacity of an employee under general common
                            law principles or as a sole proprietor or partner
                            of the Employer or a Related Company. "Employee"
                            also means any leased employee during periods he
                            renders services to the Employer or a Related
                            Company and is required by Codess.414(n) to be
                            considered an Employee of that Employer or Related
                            Company. Employee status continues during Leave
                            periods and Back-Pay Periods. An individual is not
                            an Employee if he renders services to an Employer
                            or Related Company only as a corporate director or
                            an independent contractor. The term "leased
                            employee" means any person (other than an employee
                            of the recipient) who pursuant to an agreement
                            between the recipient and any other person
                            ("leasing organization") has performed services
                            for the recipient (or for the recipient and
                            related persons determined in accordance with
                            section 414(n)(6) of the code) on a substantially
                            full time basis for a period of at least one year,
                            and such services are under the primary direction
                            and control of the recipient employer.
                            Contributions or benefits provided a leased
                            employee by the leasing organization which are
                            attributable to services performed for the
                            recipient Employer shall be treated as provided by
                            the recipient Employer. A leased employee shall
                            not be considered an employee of the recipient if:
                            (i) such employee is covered by a money purchase
                            pension plan providing: (1) a nonintegrated
                            employer contribution rate of at least 10 percent
                            of compensation, as defined in section 415(c)(3)
                            of the Code, (2) immediate participation, and (3)
                            full and immediate vesting; and (ii) leased
                            employees do not constitute more than 20 percent
                            of the recipient's nonhighly compensated
                            workforce. Notwithstanding anything herein to the
                            contrary, the term "Employee" shall not include
                            any person who is not recorded as an employee on
                            the employment and payroll records of the Employer
                            or Related Company, including any such person who
                            is subsequently reclassified by a court of law or
                            regulatory body as a common law employee of such
                            Employer or Related Company; such individuals
                            shall, even if reclassified as common law
                            employees by a court of law or regulatory body,
                            not be eligible to participate under the Plan.
                            Consistent with the foregoing, and for purposes of
                            clarification only, the term Employee does not
                            include any individual who performs services for
                            the Employer or Related Company as an independent
                            contractor, under an employee leasing arrangement,
                            or under any other non-employee or non-payroll
                            classification.

"Employer"                  is defined in Section 1.2.

"Employer Account"          is defined in Section 6.1.

"Employer Contributions"    is defined in Section 5.1.

"Employment"                means any period during which an individual
                            qualifies as an Employee of the Employer or a
                            Related Company, including Leave periods and
                            Back-Pay Periods. But, Employment does not include
                            any period a person renders services to a Related
                            Company while that company was not a Related
                            Company or an Employer. The period from an
                            Employee's Employment Date to his next Termination
                            Date, inclusive, is considered a separate,
                            uninterrupted Employment period. Employment is
                            aggregated so that a transfer directly from one
                            Employer or Related Company to another does not
                            interrupt an Employment period, although it may
                            interrupt Covered Service. Concurrent Employment
                            with more than one Employer or Related Company is
                            treated as Employment by one company.

"Employment Date"           means the first date an individual renders any
                            services as an Employee after any period when he
                            did not qualify as an Employee. When an Employee
                            resumes Employment after a Termination Date, a new
                            Employment Date occurs (and a new Employment
                            period begins) on the first date he renders any
                            services as an Employee after that Termination
                            Date.

"ERISA"                     means the Employee Retirement Income Security Act
                            of 1974, as amended from time to time, or any
                            successor statute.

"Excess Aggregate           is defined in Section 5.4.
Contributions"

"Excess Contributions"      is defined in Section 5.2.

"Excess Deferrals"          is defined in Section 5.2

"5%-Owner"                  means a person who owns 5% or more of the stock,
                            capital interest or profits interest of an
                            Employer or Related Company, determined pursuant
                            to Code ss.416(i).

"Fund"                      means all assets held under the Fund Document for
                            the purposes of the Plan, subject to the
                            liabilities of the Plan.

"Fund Document"             means the Perry Drug Stores Master Retirement
                            Trust, by and between the Sponsor and the Fund
                            Fiduciary, and any other trust agreement with a
                            trustee or group annuity contract with an
                            insurance company, entered into by the Sponsor and
                            containing the terms and conditions under which
                            the trustee or insurance company is to hold,
                            administer, invest and distribute any part or all
                            of the Fund.

"Fund Fiduciary"            is defined in Section 1.5.

"General Fund"              is defined in Section 11.2.

"Hardship Withdrawal"       is defined in Section 7.5.

"Highly Compensated         is defined in Section 5.1.
Employee"

"Hire Date"                 means an individual's initial Employment Date.

"Hours"                     means the Hours attributable to any Employment
                            period, determined as follows:

                                   (i) For Active Employment Periods. the
                            total hours worked by the Employee for
                            compensation during the relevant period, ignoring
                            any premium hours (for overtime or other reasons)
                            that are credited solely for payroll purposes.

                                   (ii) For Leave Periods. the hours the
                            Employee would have earned during the relevant
                            portion of that Leave period if the Employee had
                            worked his regular Active Employment work
                            schedule. But, the Hours earned for any Paid Leave
                            period are not to be less than those required
                            under U.S. Department of Labor Regulations
                            ss.ss.2530.200b-2(b)&(c), which are incorporated
                            into this Plan by this reference.

                                   (iii) For Child Care Absences. the hours
                            the Employee would have earned during the relevant
                            portion of that Child Care Absence if the Employee
                            had worked his regular Active Employment work
                            schedule or, if those hours cannot be determined,
                            8 Hours' credit per day.

                                   (iv) Qualified Military Service:
                            Notwithstanding any provision of this Plan to the
                            contrary, Hours shall be credited with respect to
                            qualified military service to the extent required
                            under Section 414(u) of the Code.

"Hours Test"                is defined in Section 4.4.

"Initial Effective Date"    is defined in Section 1.4.

"In-Service Retirement"     is defined in Section 7.2.

"In-Service Withdrawal"     is defined in Section 7.5.

"Installments"              is defined in Section 8.3.

"Investment Adjustments"    is defined in Section 11.1.

"Latest Retirement Date"    is defined in Section 8.1.

"Leave"                     is defined in Section 4.2.

"Limitation Year"           is defined in Section 10.4.

"Lump Sum"                  is defined in Section 8.3.

"Matching Account"          is defined in Section 6.1.

"Matching Contributions"    is defined in Section 5.3.

"Maximum Annual Additions"  is defined in Section 10.4.

"Member"                    means any Employee who has been enrolled at any
                            time as an Active Member or who has had an
                            Employer Contribution made on his behalf to the
                            Plan.

"Military                   means any absence due to the Employee's service in
Service Leave"              the U.S. Armed Forces, whether he was drafted or
                            enlisted, during the period that his re-employment
                            rights are protected by law.

"Named Fiduciary"           is defined in Section 12.1.

"Nonelective Account"       is defined in Section 6.1.

"Nonelective                is defined in Section 5.1.
Contributions"

"Non-Highly Compensated     is defined in Section 5.1.
Employee"

"Normal Retirement Age"     is defined in Section 6.3.

"Normal Retirement Date"    is defined in Section 7.2.

"Open Enrollment Date"      is defined in Section 3.3.

"Paid Leave"                means any absence during which the Employee is
                            entitled to payments relating to the duration of
                            that absence. Those payments include salary,
                            wages, periodic severance pay or employee benefits
                            provided by the Employer (or Related Company),
                            whether paid directly by that Company or
                            indirectly through a third-party. But, Paid Leave
                            does not include absences for which the Employee's
                            right to payment arises solely under
                            government-mandated benefit programs such as
                            workers' compensation, unemployment compensation,
                            Social Security, disability insurance laws or
                            where the payment is unrelated to the absence
                            period's duration.

"Pay"                       is defined in Section 5.1.

"Pay Reduction Agreement"   is defined in Section 5.2.

"Payment Date"              is defined in Section 8.1.

"Payment Form"              means the form in which a Member's benefit under
                            the Plan is paid.

"Percentage Limit"          is defined in Section 10.4.

"Person"                    means an individual, corporation, partnership,
                            estate, trust or committee.  This term is
                            not Capitalized when used in the Plan.

"Plan"                      is defined in Section 1.3.

"Plan Account"              is defined in Section 6.1.

"Plan Document"             means this document, titled "Perry Distributors,
                            Inc. 401(k) Plan," including any future Document
                            amendments. But, the term does not include the
                            Fund Document or other associated documents.

"Plan Year"                 is defined in Section 1.6.

"Prior Plan"                is defined in Section 1.3.

"Qualified Domestic         is defined in Section 16.4.
Relations Order"

"Related Company"           means any company (other than an Employer) which
                            belongs to one or more of the following groups to
                            which an Employer also belongs: (i) a group of
                            companies which have at least 80% common control,
                            as described in Code H414(b) & (c); (ii) an
                            affiliated service group described in
                            Codess.414(m); or (iii) any other entity required
                            to be aggregated with the Employer pursuant to
                            regulations under Codess.414(o). But, a company
                            has "Related Company' status only during periods
                            when it and any Employer concurrently belong to
                            any of these groups.

"Required                   is defined in Section 8.1.
Beginning Date"

"Required                   is defined in Section 9.2.
 Payment Date"

"Retirement"                means a Member's termination of Employment when he
                            qualifies for Retirement under Section 7.2.

"Retirement Benefits"       is defined in Section 8.1.

"Segregated Fund"           is defined in Section 11.3.

"Service Credit"            is defined in Section 4.3.

"Special Contributions"     is defined in Section 5.1.

"Special Enrollment"        is defined in Section 3.3.

"Sponsor"                   is defined in Section 1.1.

"Spouse"                    means the person legally married to the Member at
                            the relevant time. "Spouse" also means any former
                            Spouse of the Member to the extent that former
                            Spouse is entitled to payments from the Member's
                            Plan Account pursuant to an order determined by
                            the Plan Administrator to be a Qualified Domestic
                            Relations Order under Section 16.4.

"Spouse's                   is defined in Section 9.6.
Death Benefit"

"Successor Beneficiary"     is defined in Section 9.4.

"Suspense Account"          is defined in Section 6.2.

"Taxable Compensation"      means wages, salaries and professional fees paid
                            by the Employer and all Related Companies (and,
                            for Section 10.4, all other Controlled Employers)
                            to the Employee for his services as an Employee
                            during the relevant period, including sales or
                            insurance commissions, compensation based on a
                            profits percentage, tips and bonuses, plus the
                            Employee's elective deferrals under section 402(g)
                            of the Code and amounts contributed or deferred by
                            the Employee pursuant to sections 125, 132(f), or
                            457 of the Code. "Taxable Compensation" shall not
                            include: (i) benefits received or made available
                            to the Employee under a Tax-Qualified Plan (except
                            to the extent provided in the preceding sentence);
                            (ii) contributions made on behalf of an Employee
                            to a simplified employee pension plan to the
                            extent they are deductible by the Employee under
                            section 219(b) of the Code; (iii) amounts taxable
                            to the Employee under Code section 83 in
                            connection with nonqualified stock options or
                            restricted property received as compensation for
                            services and amounts realized from the disposition
                            of stock acquired under qualified stock options;
                            and (iv) any other remuneration items eligible for
                            special tax benefits (to the extent those tax
                            benefits apply), such as group life insurance
                            premiums under Code section 79, tax-sheltered
                            annuity contributions under Code section 403(b)
                            and health insurance premiums or benefits. This
                            definition is to be interpreted to include all
                            remuneration described in Treasury Regulations
                            ss.1.415-2(d)(2)(i) and to exclude all items
                            described in U.S. Treasury Regulations
                            ss.1.415-2(d)(3). [This term is primarily used for
                            determining Maximum Annual Additions; see, also,
                            the definition of "Pay" in Section 5.1.]

"Tax-Qualified              Plan" means any deferred compensation plan
                            (including this Plan) which, at the relevant time,
                            qualifies under Code 401, 403(a), 405(a) or
                            408(k).

"Termination Date"          means the date an Employment period ends, that is,
                            the first of the following which occurs after any
                            Employment Date: (i) the Employee's death; (ii)
                            the effective date of his Retirement or other
                            resignation or dismissal from Employment by the
                            Employer and all Related Companies; or (iii) the
                            date a Leave period ends, if he has not returned
                            to Active Employment by that time. A Leave period
                            terminates on the earliest of the following dates:
                            (i) when the Employee resumes Active Employment
                            with the Employer or a Related Company; (ii) when
                            the Employee accepts other employment (excluding
                            U.S. military service or temporary employment
                            during lay-off) which is not approved by the
                            Employer or a Related Company; (iii) when the
                            Employee resigns or is discharged; or (iv) when
                            the recognized Leave period ends.

"Test Pay"                  means the compensation received during the Plan
                            year by the Employee from the Employer (other than
                            compensation in the form of qualified or
                            previously qualified deferred compensation) that
                            is currently includible in the Employee's gross
                            income for federal income tax purposes; provided
                            that the Administrator may elect to include in
                            "Test Pay" for any year the Employee's Elective
                            Contributions or may elect to use any of the
                            alternative definitions permitted under
                            Codess.414(s) or regulations thereunder. The
                            election shall be made on a consistent and uniform
                            basis with respect to all Employees and all plans
                            of the Employer for any particular year and must
                            be made on a reasonable and consistent basis from
                            year to year. The Administrator may in its sole
                            discretion change this election. However, for
                            those Plan Years permitted under regulations
                            issued by the Secretary of Treasury, the
                            Administrator may elect to define "Test Pay" for
                            this Plan as items of remuneration received by the
                            Employee for periods while the Employee is an
                            Eligible Employee of the Plan. Test Pay in any
                            Plan Year shall not exceed $200,000 (adjusted for
                            changes under Code section 401(a)(17) and
                            cost-of-living increases under Codess.415(d) in
                            effect for the Plan Year).

"Total Disability"          means an illness or injury which renders an
                            Employee totally and permanently unable to perform
                            his usual duties satisfactorily as determined by
                            the Administrator based on professional medical
                            advice and any other medical evidence it deems
                            appropriate. The Administrator may require a
                            disabled Member to submit from time to time to
                            medical examinations by a licensed physician
                            (selected by the Administrator) to establish his
                            Total Disability at that time. The Member's
                            refusal to submit to those examinations is
                            sufficient grounds for the Administrator's
                            determination that his Total Disability does not
                            then exist. The Member's qualification for Social
                            Security disability benefits is sufficient
                            evidence of his Total Disability under this Plan.

"Union"                     means Local No. 614, Affiliated with the
                            International Brotherhood of Teamsters,
                            Chauffeurs, Warehousemen and Helpers of America.

"Union Contract"            means the Agreement between the Employer
                            and the Union effective for the period June 1,
                            1993 through May 31, 1996 and any successor
                            agreement between the Union and the Employer which
                            requires the Employer to make contributions to
                            this Plan for the benefit of its employees who
                            belong to the Union.

"Valuation Date"            is defined in Section 11.1.

"Vesting Break"             is defined in Section 4.4.

"Vesting Service"           is defined in Section 4.3.

3.1 Active Membership and Covered Service. Active Membership, that is, the opportunity to accrue Plan benefits, is only available to an Employee while he is in "Covered Service" after his enrollment. An Employee is in "Covered Service" (whether or not he has been enrolled) during any of his Employment periods after the Effective Date, except:

(a) periods when he is not a member of the Union;

(b) periods for which the Employer is not required by the Union Contract to make contributions to this Plan on the Employee's behalf;

(c) periods when he is employed by a Related Company but he is not employed by the Employer;

(d) periods when he either is not an Employee; he is not employed by the Employer; or his employer no longer qualifies as an "Employer."

3.2 Eligibility Status. An Employee has "Eligibility Status, that is, he is eligible for enrollment or re-enrollment as an Active Member, at any time he meets all of the following requirements:

(a) he is in Covered Service;

(b) he has reached age 21;

(c) he has at least one year of Eligibility Service Credit.

3.3 Enrollment.

(a) Regular Enrollment. An Employee will automatically be enrolled as an Active Member on the earlier of the first day of the Plan Year or the "Open Enrollment Date" immediately following his attainment of Eligibility Status, provided he enters into a valid Pay Reduction Agreement (and complies with any other enrollment procedures established by the Administrator) by the first day of the first pay period beginning after that Date. Before January 1, 1998, the Open Enrollment Dates are each November, February, May and August 1st. Effective January 1, 1998 and thereafter the Open Enrollment Dates are each January, April, July, and October 1st. Notwithstanding the preceding, the Enrollment Date provisions which applied before January 1, 1998 shall continue to apply to an Employee who was employed before said effective date, if the prior participation provisions are more favorable to the particular Employee.

(b) Special Enrollment. Each of the following Employees will be enrolled as Active Members on the Special Enrollment Date indicated below, if he then has Eligibility Status and enters into a valid Pay Reduction Agreement (and complies with any other enrollment procedures established by the Administrator) by the first day of the first pay period beginning after that Date:

(i) in the case of an Employee who was in Covered Service on May 31, 1993 and who continues to be in Covered Service on July 1, 1993, his Special Enrollment Date is July 1, 1993, whether or not he then has Eligibility Status;

(ii) in the case of an Employee who was ineligible for Active Membership on the first Open Enrollment Date occurring after he had Eligibility Status solely because he was not then in Covered Service, his Special Enrollment Date is the first date he enters Covered Service after that Open Enrollment Date;

(iii) in the case of a Member whose Active Membership was involuntarily suspended, his Special Enrollment Date is the first date he re-enters Covered Service after that suspension; and

(iv) in the case of a Member whose Active Membership terminated because his Employment terminated, his Special Enrollment Date will be the first date he re-enters Covered Service after that termination.

3.4 Termination/Suspension of Active Membership. Once enrolled, an Employee remains an Active Member until his Active Membership is suspended or terminated under this Section.

(a) Voluntary Suspension. An Employee's Active Membership will be voluntarily suspended when he terminates his Pay Reduction Agreement, but he will remain an Eligible Employee until he leaves Covered Service or leaves Employment.

(b) Involuntary Suspension. An Employee's Active Membership win be involuntarily suspended when he leaves Covered Service but remains in Employment.

(c) Termination. An Employee's Active Membership will terminate when he leaves Employment, that is, when a Termination Date occurs while he is an Active Member.

4.1 Employment, In General. Although defined more particularly in the Glossary, "Employment" for this Plan's purposes generally means any period during which an individual continuously qualifies as an "Employee" (including any self-employed owners and certain leased employees). Employment also includes certain Leave and Back-Pay periods and service with any "Related Company." This means, for example, that an Employee's Hire Date, Termination Date and certain Service Credits must be determined by reference to his Employment by all Employers and Related Companies, as if they were one company.

4.2 Leave Periods, In General. This Section applies in determining an Employee's rights under this Plan; but it does not establish or modify in any way the Employer's general personnel policies concerning absences. Only the following absences from Active Employment qualify as Leave (and, by definition, as a continuation of Employment) for Plan purposes:

(a) any Military Service Leave, whether or not Authorized Leave.

(b) any Paid Leave, whether or not Authorized Leave.

(c) any other absence that qualifies as Authorized Leave.

4.3 Service Credit.

(a) In General. Service Credit represents the extent to which an Employee's Employment periods (and certain adjacent time periods) are taken into account under this Plan in determining his eligibility for Active Membership (once he enters Covered Service) and his entitlement to Plan benefits (once he becomes a Member). Unless expressly excluded under other provisions of this Article, all of a person's Employment periods are counted in determining his Service Credits, including Employment before the Initial Effective Date and periods not qualifying as Covered Service. But, duplicate Service Credits for the same purpose are not to be given for the same period of time, notwithstanding any conflicting Plan provision.

(b) Eligibility Service Credit. "Eligibility Service" means the credit used in determining an Employee's Eligibility Status for enrollment purposes once he enters Covered Service. Eligibility Service Credits are calculated using the "Hours Test" described in Section 4.4. Eligibility Service Credit for any computation Period is to be credited only on the last day of that Period, regardless of when the necessary Hours were completed during that Period.

(i) Computation Period. In applying the Hours Test to determine an Employee's Eligibility Service Credit and Eligibility Breaks, the initial Computation Period is the Plan Year in which his Hire Date occurs. Notwithstanding the foregoing, if an Employee does not receive a year of Eligibility Service Credit at the end of the Plan Year in which his Hire Date occurs, the initial Computation Period for that Employee is the 12-month Period beginning on his Hire Date. After the initial Computation Period, each subsequent Computation Period is to be each Plan Year that begins after the Employee's Hire Date.

(ii) For purposes of applying the Hours Test for the first Plan Year which commences prior to the first anniversary of the Employee's Hire Date where such Plan Year is the short Plan Year beginning on November 1, 1997 and ending on December 31, 1997, hours of service credited for the period beginning on January 1, 1998 and ending on October 31, 1998 shall be taken into account. An employee credited with 1,000 Hours for the period beginning on November 1, 1997 and ending on October 31, 1998 shall be eligible to participate as of November 1, 1998.

(c) Vesting Service Credit. "Vesting Service" means the credit used in determining an Employee's entitlement to Plan benefits after he becomes a Member. Vesting Service Credits are calculated using the "Hours Test" described in Section 4.4, but subject to the special provisions of this
Section 4.3(c). Credit for any Computation Period is granted whenever the requisite Hours are completed within that Period, but only one year's credit may be granted for any Computation Period.

(i) Computation Period. In applying the Hours Test to determine an Employee's Vesting Service Credits and Vesting Breaks, the Computation Period is each Plan Year.

(ii) For purposes of crediting Vesting Service with respect to the change in the vesting Computation Period effective January 1, 1998, an Employee who is credited with 1,000 Hours in both the period beginning on November 1, 1997 and ending on October 31, 1998 and the period beginning on January 1, 1998 and ending on December 31, 1998 shall be credited with 2 Vesting Service Credits.

4.4 Computation of Service Credits. Service Credits are determined under the Hours Test as follows:

(a) In General. One year of Service Credit is credited for each Computation Period in which the Employee earns at least 1,000 Hours; but only one year's Credit is given for any Computation Period. No Service Credit is given for any Computation Period in which the Employee earns fewer than 1,000 Hours. Years of Service Credit during separate Employment periods are to be added together.

(b) Credit for Leave Periods. An Employee will be granted Service Credit currently during any Paid Leave period based on the Hours attributable to that period, up to a maximum of 501 Hours for any single, continuous Paid Leave period. No Service Credit is to be granted for any other Leave, except that Service Credit is to be granted retroactively (to the extent not already granted) pursuant to Section 4.5, if and when the Employee resumes Active Employment by the end of that Leave period.

(c) Breaks. For Service Credits determined under the Hours Test, a "Break" is any Computation Period in which the Employee does not complete more than 500 Hours for Employment during that Period. For all purposes, a Break occurs on the last day of the appropriate Computation Period and not before.

(i) While an Employee is on Leave, Hours attributable to that Leave period are also to be credited solely for the purpose of determining whether one or more Breaks has occurred. But, upon the Employee's failure to resume Active Employment by the end of that Leave, the occurrence of Breaks is then to be redetermined by ignoring any Hours attributable to that Leave which were not actually credited under other Plan provisions.

(ii) Also, to the extent they are not credited under other Plan provisions, the Hours attributable to any part of a Child Care Absence included in the Computation Period in which that Absence began are to be credited to that Period solely to prevent a Break for that Period; or, if that credit was not needed to prevent a Break in that first Computation Period, then the Hours attributable to any part of that Child Care Absence included in the second Computation Period (the one beginning immediately after that Absence began) are to be credited to that second Computation Period solely to prevent a Break during that Period. This paragraph does not apply to Child Care Absences beginning before November 1, 1987.

4.5 Service Credit For Periods of Qualified Military Service under Uniformed Services Employment and Reemployment Rights Act. Notwithstanding any provision of this Plan to the contrary, Service Credit with respect to periods of "qualified military service" (within the meaning of Code section 414(u)(5)) shall be provided to the extent required by and consistent with Code section 414(u).

"Pay"                means those items of an Employee's remuneration from the
                     Employer that are included in calculating the
                     Contributions and other amounts to be allocated to his
                     credit under this Article.

                     Items Included in Pay. "Pay" means the following
                     remuneration items paid by the Employer during the Plan
                     Year with respect to the Employee's services as an
                     Employee:

                             (i) base salary and wages, commissions, shift
                     differentials, overtime and holiday premiums paid to the
                     Employee in cash during the Plan Year; and

                             (ii) any amounts applied during the Plan Year by
                     the Employer to provide employee benefits for the
                     Employee pursuant to a salary reduction agreement between
                     the Employer and the Employee which, but for that
                     agreement, would have been paid to the Employee as salary
                     or wages during the Plan Year.

                     Items Excluded from Pay.  "Pay" does not include the
                     following remuneration items:

                             (1) any remuneration relating to periods when the
                     Employee was not in Covered Service during the Plan Year;

                             (2) any bonuses or awards, and similar incentive
                     programs;

                             (3) contributions to, or benefits under, any
                     employee benefit plan and any cash payments which the
                     Employee elected to receive in lieu of benefits under any
                     employee benefit plan (other than salary reduction
                     amounts described above);

                             (4) stock bonuses, appreciation rights or
                     options, or any other non-cash remuneration item (other
                     than salary reduction amounts described above);

                             (5) any remuneration accrued but not paid during
                     the Plan Year (other than salary reduction amounts
                     described above);

                             (6) reimbursements and allowances for expenses,
                     including (but not limited to) relocation expenses and
                     automobile allowances; and

                             (7) imputed income relating to any fringe
                     benefits provided by the Employer.

                     Maximum Annual Pay. Pay exceeding $200,000 for any Plan
                     Year for any Employee shall be ignored for all Plan
                     purposes; provided, however, that this $200,000 annual
                     limit is to be adjusted for increases in the cost of
                     living in accordance with Section 401(a)(17)(B) of the
                     Code as in effect for the applicable year and is to be
                     pro-rated, as determined by the Administrator, for any
                     short Plan Year. Effective for Plan Years beginning
                     before November 1, 1997, in determining any Employee's
                     Pay for purposes of this $200,000 limitation, the rules
                     of Code ss.414(q)(6), which require the aggregation of
                     Pay of the family of any Employee who is a 5%-Owner or
                     one of the 10 highest compensated Highly Compensated
                     Employees, shall apply, except that in applying these
                     rules, the term family includes only the Employee's
                     Spouse and any lineal descendants who have not reached
                     age 19 by the close of the relevant Plan Year. If, as a
                     result of the application of such rules the adjusted
                     $200,000 limitation is exceeded, then the limitation
                     shall be prorated among the affected individuals in
                     proportion to each such individual's compensation as
                     determined under this section prior to the application of
                     this limitation.

                     Notwithstanding anything herein to the contrary,
                     effective for Plan Years beginning on and after January
                     1, 2002, annual Pay of each Employee taken into account
                     under the Plan shall be limited annually to $200,000
                     (adjusted in future years as provided under Code section
                     401(a)(17)).

"Employer            means the Elective Contributions, Matching Contributions,
 Contributions"      Nonelective Contributions and Special Contributions
                     described in this Article.

"Due Date"           means the last day of the Plan Year or, if later, the due
                     date (including extensions) for the Employer's Federal
                     Income Tax Return for the fiscal year ending in that Plan
                     Year; provided, however that the Due Date for Elective
                     Contributions to the Plan shall not be later than the
                     15th business day of the month following the month that
                     the Elective Contribution would otherwise have been
                     payable to the Member in cash.

"Allocation Date"    means the last day of the payroll period during which the
                     Pay corresponding to the Elective Contributions on a
                     Member's behalf was earned.

"Highly              means an individual described in Code ss.414(q), which
Compensated          generally includes an Employee who: (i) during the year
Employee"            determination year or look-back year was a "five percent
or                   owner" of the Employeror (within the meaning of Code
"HCE"                section 414(q)(2)) at any time during the Plan Year or
                     the preceding Plan Year; or (ii) received Pay during the
                     preceding Plan Year in excess of $80,000 (as adjusted for
                     such year pursuant to Code sections 414(q)(1) and
                     415(d)).

                     For purposes of determining whether an individual is a
                     Highly Compensated Employee, the determination year is
                     the Plan Year, and the Employer and all Related Companies
                     are treated as a single employer. The look-back year is
                     the 12-month period immediately preceding the
                     determination year, or, if the Employer elects, the
                     calendar year ending with or within the determination
                     year. Further, any former Employee who was a Highly
                     Compensated Employee during the Year he separated from
                     employment (his separation year) or at any time after he
                     attained age 55 is included as a Highly Compensated
                     Employee.

                     In determining who is a Highly Compensated Employee,
                     Employees who are non-resident aliens and who received no
                     earned income (within the meaning of Code Section
                     911(d)(2)) from the Employer constituting United States
                     source income within the meaning of Code Section
                     861(a)(3) shall not be treated as Employees.

"Non-Highly          means an Employee of the Employer who is not a Highly
Compensated          Compensated Employee.
Employee"


"Elective            means those Employer Contributions described in Section
Contributions"       5.2.

"Nonelective         means those Employer Contributions described in Section
Contributions"       5.6.



"Special             means those Employer Contributions described in Section
Contributions"       5.5.

"Deferral            means the ratio (expressed as a percentage) of Elective
Percentage"          Contributions and Nonelective Contributions to be treated
                     as Elective Contributions made on behalf of an Eligible
                     Employee for the Plan Year to that Employee's Test Pay
                     for the Plan Year, including, for any Eligible Employee
                     who is a Highly Compensated Employee, the amount of any
                     Excess Deferrals which are distributed to him for that
                     Plan Year. At the election of the Administrator, all or
                     any portion of the Matching Contributions allocated to an
                     Employee for a given Plan Year may be included with the
                     Elective Contributions solely for purposes of determining
                     such employee's Deferral Percentage hereunder, provided
                     that those Matching Contributions satisfy the
                     requirements of Treas. Reg. ss.1.401(k)1(b)(5). To the
                     extent Matching Contributions are considered Elective
                     Contributions for this purpose, they shall not be
                     considered in determining the Employee's Contribution
                     Percentage for the Plan Year.

"Contribution        means the ratio (expressed as a percentage) of the
Percentage"          Matching Contributions and Nonelective Contributions to
                     be treated as Matching Contributions made on behalf of an
                     Eligible Employee for the Plan Year to that Employee's
                     Test Pay for the Plan Year.

"Eligible            means an Employee who has Eligibility Status and who,
 Employee"           during the Plan Year either was enrolled as an Active
                     Member or who would have been enrolled as an Active
                     Member if he had entered into a Pay Reduction Agreement.

5.2 Elective Contributions.

(a) In General. The term "Elective Contributions" means Employer Contributions to the Fund (other than Matching Contributions and Nonelective Contributions) made pursuant to the Active Members' Pay Reduction Agreements, all as described in this Section.

(b) Pay Reduction Agreements. Elective Contributions will be made only for those Active Members who enter into a "Pay Reduction Agreement" with the Employer, that is, an agreement (in a form acceptable to the Administrator) reducing the Member's rate of Pay during his future Active Membership periods and obligating the Employer to make Elective Contributions to this Plan in an amount equaling the resulting Pay Reductions. The term "Pay Reduction" means the actual reduction in an Active Member's Pay attributable to a Pay Reduction Agreement, determined as the Pay subject to that Agreement becomes payable. The following provisions apply to any Pay Reduction Agreement and supersede any conflicting provision in that agreement:

(i) the designated Pay Reduction is to apply only to the Member's Pay that first becomes payable after the Member makes an agreement to reduce his Pay and while the Member is in Covered Service;

(ii) the amount of a Member's Elective Contributions is subject to the limits of Code ss.401(k) and Code ss.402(g);

(iii) the agreement is irrevocable, although it may be terminated at any time by the Member or Employer with respect to future Pay;

(iv) if the Employer's obligation to make any Elective Employer Contributions is canceled, the unpaid Contribution will be paid to the Member in cash.

(c) Amount. Subject to Section 5.2(d), the Elective Contributions on behalf of an Active Member will equal the Member's Pay Reductions. The rate of Pay Reduction designated pursuant to the Member's Pay Reduction Agreement must be either a dollar amount per pay period or any whole percentage of Pay, provided that the amount designated is not less than one dollar per week nor more than 12% of the Member's rate of Pay. A Pay Reduction Agreement will be effective only for Pay that first becomes payable after the agreement is entered into and while the Employee is an Active Member. An Active Member may change the Pay Reduction percentage specified in his Pay Reduction Agreement by designating a new percentage in a new Pay Reduction Agreement which is entered into in advance of any Open Enrollment Date; that new Agreement will be effective for Pay that first becomes payable after that Open Enrollment Date and while he is an Active Member. At any time, an Employee may elect to terminate his Pay Reduction Agreement by notifying the Administrator in advance, in accordance with procedures prescribed by the Administrator; once a Member voluntarily terminates his Pay Reduction Agreement, any new Pay Reduction Agreement will not be effective until the first Open Enrollment Date which occurs after the effective date of the termination. A Member's Pay Reduction Agreement will automatically terminate with respect to Pay that first becomes payable after the date his Active Membership is terminated under Section 3.4. A Member's Pay Reductions will be suspended during any pay period in which he is on a Leave and is not receiving Pay at his full regular rate, but those Pay Reductions will automatically resume for Pay that first becomes payable after he returns to Active Employment.

In addition, a Member's Elective Contributions made under this Plan or any other Tax-Qualified Plan maintained by the Employer or a Related Company may not exceed $7,000 (as adjusted for the cost of living under Code section 415(d) in effect for the Plan Year or any changes enacted with respect to Code sections 402(g) or 415(d)).

(d) Anti-Discrimination Limitations. The Administrator is to determine from time to time whether the Elective Contributions made or anticipated under this Plan comply with the anti-discrimination requirements of Code ss.401(k). These requirements are met for a Plan Year if either one of the two following tests is met:

Test a.    The average Deferral Percentage for the current Plan Year
           for Highly Compensated Employees who are Eligible
           Employees is not more than 1-1/4 times the average
           Deferral Percentage for the current Plan Year for
           Nonhighly Compensated Employees who are Eligible
           Employees; or

Test b.    The average Deferral Percentage for the current Plan Year
           for Highly Compensated Employees who are Eligible
           Employees is not more than the lesser of 2 times or 2
           percentage points above (or such lesser number as the
           Secretary of the Treasury shall prescribe) the average
           Deferral Percentage for the current Plan Year for
           Nonhighly Compensated Employees who are Eligible
           Employees.

To the extent permitted by regulations or other Internal Revenue Service rulings of general applicability, Test a and Test b described above shall be applied by substituting "for the immediately prior Plan Year" for the phrase "for the current Plan Year" where such phrase applies to the group of Nonhighly Compensated Employees who are Eligible Employees in each subparagraph above.

For purposes of this Section 5.2, the Deferral Percentage for any Highly Compensated Employee for the Plan Year who is eligible to have Elective Contributions and Nonelective Contributions allocated to his account under two or more 401(k) plans maintained by the Employer or a Related Company shall be determined as if all such Elective and Nonelective Contributions were made under a single 401(k) arrangement.

If and to the extent necessary to comply with the ss.401(k) anti-discrimination tests, the Administrator may reduce any Highly Compensated Employee's rate or amount of Elective Contributions with respect to Pay that has not yet been earned. If, after the foregoing adjustment, "Excess Contributions" as described in Code ss.401(k)(8)(B) remain, then notwithstanding any other provisions of the Plan, those Excess Contributions, and any Investment Adjustment attributable thereto for the Plan Year in which the Excess Contributions occurred, but excluding any Investment Adjustment attributable to the period between the end of the Plan Year in which the Excess Contributions occurred and the date of distribution (as determined pursuant to Treasury Regulations ss.1.401(k)-1(f)(4) or any successor regulations) shall be distributed to the Members on whose behalf such Excess Contributions were made, no later than the last day of the Plan Year following the Plan Year for which the Excess Contributions were made. The amount of Excess Contributions for a Highly Compensated Employee shall be determined by reducing the dollar amount of Elective Contributions of the Highly Compensated Employee with the highest amount of Elective Contributions until one of the tests is satisfied, or until the amount of his Elective Contributions equals the amount of Elective Contributions of the Highly Compensated Employee having the next highest amount of Elective Contributions. This process shall continue until all of the Excess Contributions are distributed.

After making Investment Adjustments, the amount of the Excess Contributions which would otherwise be distributed to the Member shall be further adjusted by reducing such amounts, in accordance with regulations, by the amount of Excess Deferrals distributed to the Member under Section 5.2(h).

Notwithstanding the foregoing, effective for Plan Years commencing before January 1, 2002, if and to the extent necessary to comply with the anti-discrimination requirements in Code ss.401(m), the Administrator in its sole discretion elects to comply with Test b in the first paragraph of Section 5.4, and the sum of the average Deferral Percentage and the average Contribution Percentage for Highly Compensated Employees exceeds the aggregate limit described in Treasury Regulations ss.1.401(m)-2(b)(3)(i), then the Administrator shall not apply a multiple use of Test b, but instead shall comply with Test a in the first paragraph of this Section 5.2(d) for purposes of meeting the anti-discrimination requirements of Code ss.401(k).

(e) Payment. All Elective Contributions are to be deposited with the Fund Fiduciary by the Employer by the Due Date for the Plan Year in which the corresponding Pay was paid to the Member. For purposes other than Investment Adjustments, those Contributions are to be credited to the Members' Elective Accounts as of the date the corresponding Pay was paid to the Member. The Employer's liability for unpaid Elective Contributions will be cancelled to the extent an amount equal to those Contributions is paid to the affected Employee. Elective Contributions constitute Annual Additions for the Limitation Year in which they are credited to the Member's Account.

(f) Administrator's Rules. Notwithstanding any conflicting provision in this Plan or any Pay Reduction Agreement, the Administrator is empowered to adopt procedures concerning Elective Contributions for the Plan's convenient administration, including additional limitations on the maximum Pay Reductions permitted for any Active Member. Such procedures shall have the same force and effect as if incorporated in this Plan.

(g) Limit on Elective Contributions. No Elective Contribution may be credited to a Member's Employer Account to the extent that the Member's Maximum Annual Additions would be exceeded.

(h) Distribution of Excess Deferrals. The Administrator shall implement this Section 5.2(h) if in a calendar year a Member's Elective Contribution amounts under this Plan and pre-tax deferrals under any other plan or arrangement described in Code ss.ss.401(k), 408(k) or 403(b) which is maintained by the Employer or any Related Company in the aggregate exceed $7,000 (adjusted for cost-of-living increases under Code ss.415(d) in effect for the Plan Year). The Administrator has the discretion to implement or not implement this Section 5.2(h) if in a calendar year the Member makes pre-tax deferrals which exceed the $7,000 limit, as adjusted, ("Excess Deferrals"), taking into account Elective Contributions amounts made to this Plan and pre-tax deferrals made to a plan or arrangement maintained by a company which is not an Employer or a Related Company, so long as the Administrator's discretion is exercised uniformly as to Members who are similarly situated and so long as the Administrator does not discriminate in favor of Highly Compensated Employees.

If a Member makes Excess Deferrals in any calendar year, the Member may ask the Administrator to distribute the Excess Deferrals, in accordance with procedures established by the Administrator, no later than the March 1st following the calendar year in which the Excess Deferrals were made. The Member must state in the claim that Excess Deferrals, as described above, exist for the preceding calendar year and must specify the amount of the Excess Deferral to be distributed. In any case, where the Excess Deferrals occur as the result of Elective Contribution amounts made to this Plan and to any other plan or arrangement maintained by the Employer or any Related Company (ignoring contributions made to a plan maintained by any other employer that is not an Employer or a Related Company), the Administrator shall be required to distribute the Excess Deferrals pursuant to this section, whether or not a claim is submitted by the Member.

When Excess Deferrals are to be distributed pursuant to this Section 5.2(h), then notwithstanding any other Plan provision, the Administrator shall distribute the Excess Deferrals, and the Investment Adjustment allocated thereto no later than the April 15th following the calendar year in which the Excess Deferrals were made. The Investment Adjustment allocable to those Excess Deferrals shall be determined pursuant to Treasury Regulations ss.1.402(g)-1(e)(5) (or successor regulations thereto) but shall not include the allocable Investment Adjustment for the period between the end of the calendar year in which the Excess Deferrals occurred and the date of distribution.

5.3 Matching Contributions. The term "Matching Contributions" means the Employer Contributions (and amounts taken from the Suspense Account) which are allocated to an Active Member's Employer Account under this Section 5.3. For Elective Contributions made with respect to Pay paid or accrued before June 15, 2001, Matching Contributions will be allocated to each Active Member's Employer Account for each Plan Year in an amount equal to 100% of his Elective Contributions for that Year, up to a maximum Matching Contribution for the Year of the lesser of: (i) $700, (ii) 2% of his Pay for that Year, or
(iii) the Maximum Annual Additions limit for that Year. No Matching Contributions will be made whatsoever for Elective Contributions made with respect to Pay paid or accrued on or after June 15, 2001. Matching Contributions will first be deducted from any balance in the Suspense Account and, to the extent there is no Suspense Account balance, they are to be contributed by the Employer on or before the Due Date for the Plan Year for which they are credited. Matching Contributions are to be credited to a Member's Matching Account as of the date the corresponding Elective Contributions are so credited or, if later, as of the date those Matching Contributions are paid to the Plan; provided that Matching Contributions contributed for any Plan Year but after the Allocation Date for that Year are to be credited as of that Year's Allocation Date. Matching Contributions will be made for any Employee who was an Active Member at any time during the Plan Year.

5.4 Anti-Discrimination Limitation on Amount of Matching Contributions. The Administrator is to determine from time to time whether the Matching Contributions made or anticipated under this Plan in any Plan Year comply with the anti-discrimination requirements of Code ss.401(m). These anti-discrimination requirements are met for a Plan Year if either one of the two following 401(m) tests is met:

Test a.    The average Contribution Percentage for the current Plan
           Year for Highly Compensated Employees who are Eligible
           Employees is not more than 1-1/4 times the average
           Contribution Percentage for the current Plan Year for
           Nonhighly Compensated Employees who are Eligible
           Employees; or

Test b.    The average Contribution Percentage for the current Plan
           Year for Highly Compensated Employees who are Eligible
           Employees is not more than the lesser of 2 times or 2
           percentage points above (or such lesser number as the
           Secretary of the Treasury shall prescribe) the average
           Contribution Percentage for the current Plan Year for
           Nonhighly Compensated Employees who are Eligible
           Employees.

To the extent permitted by regulations or other Internal Revenue Service rulings of general applicability, Test a and Test b described above shall be applied by substituting "for the immediately prior Plan Year" for the phrase "for the current Plan Year" where such phrase applies to the group of Nonhighly Compensated Employees who are Eligible Employees in each subparagraph above.

For purposes of this Section 5.4, the Contribution Percentage for any Highly Compensated Employee for the Plan Year who is eligible to have Matching Contributions allocated to his account under two or more plans described in Code ss.401(a) or arrangements described in Code ss.401(k) that are maintained by the Employer or any Related Company shall be determined as if all such contributions were made under a single plan.

To the extent necessary to comply with the anti-discrimination tests of Code ss.401(m), the Administrator may reduce the Employer's Matching Contributions (which have not yet been earned). If, after the foregoing adjustment, "Excess Aggregate Contributions," as described in Code ss.401(m)(6)(B) remain, then, with respect to each Member who has Excess Aggregate Contributions for the Year, that Member's Excess Aggregate Contributions and Investment Adjustments thereto for the Plan Year in which Excess Aggregate Contributions occurred, but excluding any Investment Adjustment attributable to the period between the end of the Plan Year in which the Excess Aggregate Contributions occurred and the date of distribution (as determined pursuant to Treasury Regulations ss.1.401(m)-1(e)(3) or any successor regulations), shall be distributed to him no later than the last day of the following Plan Year. The amount of Excess Aggregate Contributions for a Highly Compensated Employee shall be determined by reducing the dollar amount of Matching Contributions of the Highly Compensated Employee with the highest amount of Matching Contributions until one of the tests is satisfied, or until the amount of his Matching Contributions equals the amount of Matching Contributions of the Highly Compensated Employee having the next highest amount of Matching Contributions. This process shall continue until all of the Excess Aggregate Contributions are distributed.

Notwithstanding the foregoing, effective for Plan Years commencing before January 1, 2002, if and to the extent necessary to comply with the anti-discrimination requirements in Code ss.401(k), the Administrator in its sole discretion elects to comply with Test b in the first paragraph of Section 5.2(d), and the sum of the average Deferral Percentage and the average Contribution Percentage for Highly Compensated Employees exceeds the aggregate limit described in Treasury Regulations ss.1.401(m)-2(b)(3)(i), then the Administrator shall not apply a multiple use of Test b, but instead shall comply with Test a in the first paragraph of this Section 5.4 for purposes of meeting the anti-discrimination requirements of Code ss.401(m).

5.5 Special Contributions. The Employer may be required to make Special Contributions to the Plan under the following circumstances:

(a) to the extent provided in Section 16.7, when a valid claim is made for benefits which were previously suspended because the person entitled to those benefits could not be located.

(b) to the extent described in Section 6.4, when a rehired Member is entitled to reinstatement of a conditional forfeiture.

When received by the Fund Fiduciary, any Special Contribution is to be credited directly to the Plan Account of the specific Member(s) involved.

5.6 Nonelective Contributions. The Employer may make Nonelective Contributions to the Plan for any Plan Year for allocation among the Nonelective Accounts of all Eligible Employees who are not Highly Compensated Employees, to be used as Elective Contributions for purposes of the Anti-Discrimination Limitations in Section 5.2(d) or used as Matching Contributions for purposes of the Anti-Discrimination Limitations in Section
5.4. Nonelective Contributions may be made by the Employer by a direct contribution to the Plan which is designated as a Nonelective Contribution and made on or before the Due Date for that Year, by the Employer's directing that any portion or all of the forfeitures available for allocation for that Year be recharacterized as Nonelective Contributions for that Year or by any combination of the foregoing. Nonelective Contributions are to be determined by the Employer in its discretion and the Employer has no obligation to make Nonelective Contributions for any Year. As of the Allocation Date for each Plan Year, all Nonelective Contributions allocable for that Year (including those designated as such after the Allocation Date) are to be credited to the Nonelective Accounts of all Eligible Employees who are not Highly Compensated Employees for that Year in the proportion which each such Eligible Employee's Pay for that Year bears to the total Pay of all such Eligible Employees that Year. Once allocated, Nonelective Contributions shall be treated as Elective Contributions for all other purposes, except Hardship Withdrawals.

5.7 Contributions For Periods of Qualified Military Service under Uniformed Services Employment and Reemployment Rights Act. Notwithstanding any provision of this Plan to the contrary, Employer Contributions with respect to periods of "qualified military service" (within the meaning of Code section
414(u)(5)) shall be made to the extent required by and consistent with Code section 414(u).

6.1 Member Accounts. The Administrator is to maintain for each Member the separate bookkeeping accounts described in this Section. These separate accounts are for bookkeeping purposes only and are not intended to require the segregation of any part of the Fund for investment purposes. No Member or Beneficiary has any right to or interest in any specific Fund asset as a result of the separate accounts provided in this Section. The balance of each Account is to reflect amounts credited to that Account from the sources described below, as adjusted from time to time for Investment Adjustments and payments attributable to that Account. The separate Accounts are:

Plan Account. A "Plan Account," reflecting all amounts held for the Member's credit under this Plan. All other Accounts for a Member are sub-accounts of his Plan Account.

Employer Account. An "Employer Account," reflecting all Employer Contributions credited to the Member.

Matching Account. A "Matching Account" (as a sub-account of each Member's Employer Account), reflecting all Matching Contributions (including Suspense Account credits) credited to his Employer Account.

Elective Contribution Account. An "Elective Contribution Account" (as a sub-account of his Employer Account), reflecting the net Elective Contributions paid to the Fund and credited to his Employer Account.

Nonelective Account. A "Nonelective Account" (as a sub-account of his Employer Account), reflecting all Nonelective Contributions that are paid to the Fund and credited to his Employer Account.

Other Accounts. The Administrator may establish and maintain any other bookkeeping accounts for Members which may be necessary or desirable for the Plan's convenient administration.

6.2 Suspense Account. The Administrator is to establish a Suspense Account, which is to be a separate bookkeeping account maintained to reflect the following items until they are allocated to the Members' Plan Accounts:
(i) Matching Contributions for any prior Plan Year that could not be allocated to any Member's Employer Account at an earlier Allocation Date because of the limitation on Annual Additions; (ii) advance Matching Contributions made during the Plan Year but before they are allocated to the Member's Employer Accounts; and (iii) any other amounts that are credited to the Suspense Account under other Plan provisions. As of each Allocation Date, the Suspense Account's balance is to be added to, and allocated as a part of the Matching Contributions for that Plan Year as described in Article 5.

6.3 Vesting. Nothing will divest any portion of a Member's Plan Account that is vested under this Section. But, reductions in the value of the vested portion of the Plan Account resulting from Investment Adjustments do not constitute divestiture.

(a) Fully Vested Accounts. The Member's Elective Contribution Account and Nonelective Account are 100% vested at all times.

(b) Vesting Based on Certain Events. To the extent not otherwise fully vested, a Member's entire Plan Account will immediately become 100% vested under any of the following circumstances:

(i) Death. When he dies while in Employment.

(ii) Normal Retirement Age. At his birthday coinciding with (or, if none, the birthday immediately preceding) his Normal Retirement Date, if he is still in Employment on that birthday.

(iii) Disability. When he incurs a Total Disability while in Employment.

(iv) Plan Termination. At the effective date of this Plan's complete or partial termination or the complete discontinuance of Employer Contributions under Article 15, if he is affected by that termination and the nonvested portion of his Plan Account has not been conditionally or permanently forfeited by that date.

Vesting Based on Service. Except to the extent that a Member's Matching Account has become vested pursuant to other Plan provisions, the vested portion of the Matching Account of a Member is to be the percentage specified in the following table, based on the Member's whole years of Vesting Service Credit at that time:

If the Member's Vesting               Then, the Vested Portion
Service Credit Equals:                of his Matching Account is
----------------------                --------------------------
Less than 5 years                             0%
5 or more years                             100%

6.4 Forfeitures and Their Disposition.

(a) Permanent Forfeitures. Except as otherwise provided in this
Section 6.4 with respect to conditional forfeitures, the nonvested portion of a former Member's Matching Account will be permanently forfeited at the later of the date his Active Employment ends or the date he incurs 5 consecutive Vesting Breaks, unless he resumes Active Employment before that permanent forfeiture occurs.

(b) Conditional Forfeitures. If a former Member receives a "Cash-Out Payment," the nonvested portion of his Employer Account will be conditionally forfeited at the Payment Date for that Cash-Out Payment. Unless reinstated as provided in Section 6.4(d), that conditional forfeiture will become permanent when the former member incurs 5 consecutive Vesting Breaks.

(c) Disposition. When the Member's Matching Contributions are either conditionally or permanently forfeited, the forfeiture will be subtracted from the Member's Matching Account and credited to the Suspense Account (for ultimate reallocation to other Members' Accounts).

(d) Reinstatement of Conditional Forfeitures. If a former Member who has conditionally forfeited the nonvested portion of his Employer Account returns to Employment before the date he incurs 5 consecutive Vesting Breaks (that is, before the date that conditional forfeiture becomes permanent), the amount of that conditional forfeiture (without Investment Adjustments) is to be restored to the Member's Account; provided, however, that the conditional forfeiture will not be reinstated unless the Member repays to the Plan an amount equal to the payment of any Employer Contributions received after his Termination Date. That repayment must be made no later than the earlier of:
(i) the date which is 5 years after the first date on which the Member returns to Employment, or (ii) the close of the first period of 5 consecutive Vesting Breaks commencing after the payment. The source for any reinstated amount under this Section 6.4(d) may include any balance of the Suspense Account or unallocated gains or losses of the Fund. If the restored amount is not otherwise available, the Employer shall make a corresponding Special Contribution for the Plan Year in which the reinstatement is to be made.

7.1 In General. Payments to a Member from his Plan Account are to be made only if authorized under this Article and may only be paid from the Member's "Distributable Amount," that is, the vested portion of the Member's Plan Account (or any sub-account). The undistributed balance of the Member's Distributable Amount is subject to Investment Adjustments until it is completely paid from this Plan. Payments authorized under this Article will be paid pursuant to Article 8 or 9.

Notwithstanding any conflicting Plan provision, under no circumstances may any amount be distributed from the Member's Elective Contribution Account while he is in Employment (even if the Plan is terminated), unless he is at least age 59 1/2 or he receives a Hardship Withdrawal as permitted under Section 7.5.

7.2 Retirement Eligibility. A Member is deemed to be in "Retirement" under the following circumstances and entitled to receive his entire Plan Account payable under Article 8:

(a) Normal Retirement. A Member will be deemed to have entered Normal Retirement when his Termination Date occurs on or after his "Normal Retirement Date", that is, his 65th birthday or the 5th anniversary of the date he first became an Eligible Employee, whichever occurs later.

(b) Disability Retirement. A Member will be deemed to have entered Disability Retirement when his Termination Date occurs while he is subject to a Total Disability and if he is not otherwise eligible for Retirement under this Section. "Disability Retirement Date" means the date an Employee terminates Employment due to his Total Disability, if this occurs before any other Retirement Date described in this Section.

(c) In-Service Retirement. Any Member who during the Plan Year reaches his Latest Retirement Date must receive or begin to receive payments from his Plan Account by the Latest Retirement Date as if he had entered Normal Retirement at that time, even though his Termination Date has not occurred. Although a Member may receive distributions under this paragraph before his Termination Date, he is to continue to share in Employer Contributions and have all other rights and privileges under this Plan to the same extent as would have applied in the absence of this paragraph.

7.3 Eligibility for Death Benefits. When a Member dies, his Beneficiary is then entitled to receive death benefits equal to the undistributed balance of the Member's Distributable Amount. To the extent that the Member's entire Distributable Amount was paid by the Plan before his death, then no death benefits are payable to anyone under this Plan on his behalf.

7.4 Pre-Retirement Termination Benefits. If the Member's Employment ends for reasons other than his death or Retirement, he is entitled to his Distributable Amount payable after his Termination Date pursuant to Article 8.

7.5 Payments During Employment. No Plan payments may be made to a Member while he is in Employment (that is, before his Termination Date), except in the circumstances described in this Section.

(a) In-Service Retirement and Plan Termination. Even though a Member is still in Employment, payments may be made to him in the event of his In-Service Retirement under Section 7.2 or, to the extent described in Section 15.6, in the event of the Plan's complete or partial termination.

(b) In-Service Withdrawals. Payments may be made from the Plan to any Member as an "In-Service Withdrawal" under the following circumstances:

(i) Voluntary Withdrawals From Elective Contribution Account. Withdrawals may be made from the Member's Elective Contribution Account in any amount designated by the Member but only if the Member has reached age 59 1/2.

(ii) Hardship Withdrawals. The Administrator shall establish a policy whereby a Member may withdraw that portion of the vested portion of his Account which in the Administrator's opinion is needed on account of hardship. A distribution will be on account of hardship only if the distribution is: (i) made on account of an immediate and heavy financial need of the Member, and (ii) is necessary to satisfy that financial need. A distribution will be made on account of an immediate and heavy financial need of the Member if the event giving rise to the distribution request is determined by the Administrator to constitute an immediate and heavy financial need. A distribution will be deemed necessary to satisfy the financial hardship if the distribution does not exceed the amount required to meet the immediate financial need created by the hardship including any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution, and the Administrator determines that the need cannot be satisfied from other resources reasonably available to the Member.

(iii) Deemed Immediate and Heavy Financial Need. Any of the following constitutes an immediate and heavy financial need for which a hardship distribution may be made available to a Plan Member, provided the Member substantiates the actual expenses involved:

(1) purchase of the Member's principal residence (but not including regular mortgage payments);

(2) payment of tuition and related educational fees for the next 12 months of post-secondary education for the Member, his Spouse, children or other dependents, (as defined in Code ss.152);

(3) payment of extraordinary medical expenses which have previously occurred or costs which are necessary for the Member, his Spouse, or his dependents (as defined in Code ss.152) to obtain medical care described in Code ss.213(d), where those expenses or costs are not reimbursable by insurance;

(4) payment of rent to prevent the Member's eviction from his principal residence (after notice of eviction has been received); or

(5) payment of mortgage for the Member's principal residence to prevent foreclosure (after notice of foreclosure has been received).

(iv) Other Hardships. The Committee may, on a case by case basis, determine that any other event or circumstance constitutes an immediate and heavy financial need of the Member for which a Hardship Withdrawal is available.

(v) Substantiation of Hardship. The existence of any hardship must be substantiated by the Member through the submission to the Administrator of such documentation as it deems necessary to evidence the occurrence of the event causing the hardship and the Member's expenses relating to that hardship. In determining whether a distribution is necessary to satisfy the financial need, the Administrator may reasonably rely on the Plan Member's representation that the need cannot be satisfied through reimbursement or compensation by insurance or otherwise by reasonable liquidation of the Member's assets, by cessation of elective contributions under the Plan, by distributions or non-taxable loans from any plan (including the plan of any other employer), or by borrowing from commercial sources on reasonable commercial terms. Assets of the Member include assets of his spouse and minor children that are reasonably available to the Member.

(vi) Withdrawal of Investment Earnings. No hardship distribution may include investment earnings attributable to pre-tax employee contributions under Code ss.401(k).

It is intended that Hardship Withdrawals are only to be permitted to the extent they do not threaten this Plan's tax-qualification and the Administrator may deny any request for a Hardship Withdrawal where the permissibility of that Withdrawal is not clearly within the then existing guidelines and authorities issued by the Internal Revenue Service.

Withdrawals authorized under this Section may be made by a Member while he is in Employment and after his Termination Date up until his entire Distributable Amount has been paid to him. A Member's withdrawal request must be made in accordance with procedures established by the Administrator. The Administrator may require the Member to submit any additional information which the Administrator deems to be reasonably necessary to substantiate the withdrawal request. Any withdrawal is to be paid in one cash payment as soon as administratively feasible after the withdrawal request is approved by the Administrator.

7.6 Restriction on Distribution of Elective Contribution and Nonelective Accounts. Except as otherwise provided in this Section, no amount may be distributed from the Elective Contribution Account or Nonelective Account of any Member before the earlier of his reaching age 59 1/2, his "separation from service" within the meaning of Code ss.401(k)(2)(B), his death or his Total Disability. Provided, effective as of January 1, 2002, "separation from service" shall also mean "severance from employment" pursuant to Code Section 401(k)(2)(B)(i)(I) and regulations or other Internal Revenue Service rulings of general applicability issued thereunder; distributions from the Elective Contribution Account or Nonelective Account of any Member shall also be permitted as of January 1, 2002 due to a Member's severance from employment with the Employer at any time.

8.1 Benefit Payments, In General.

(a) Retirement Benefits. Except to the extent earlier payments are permitted under Section 8.1(b), all benefits authorized under Article 7 and payable to a Member are to be paid as Retirement Benefits at a Payment Date occurring no earlier than the Member's "Termination Date" and no later than his "Latest Retirement Date."

"Payment Date" means (i) for Lump Sum or other nonperiodic payments, the date that payment is made, and (ii) for Installment payments, the date the first payment is made.

"Latest Retirement Date" means the earlier of the dates determined under (i) or (ii) below.

(i) Unless the Member elects a later Payment Date, benefit payments will begin no later than the 60th day after the close of the Plan Year in which occurs the latest of (A) the Member's Normal Retirement Date, (B) the 10th anniversary of the Member's Plan participation, or (C) the Member's Termination Date; or

(ii) The Member's Required Beginning Date. The "Required Beginning Date" means:

(A) for a Member who attained age 70 1/2 before January 1, 1988 and is not a 5%-Owner of an Employer, April 1st of the calendar year following the later of the calendar year in which his Termination Date occurs or the calendar year in which he attained age 70 1/2;

(B) for a Member who attained age 70 1/2 before January 1, 1988 and is a 5%-Owner of an Employer, the later of December 31, 1987 or April 1st of the calendar year following the calendar year in which he attained age 70 1/2;

(C) for a Member who attained age 70 1/2 before January 1, 1989 and after December 31, 1987, is not a 5%-Owner of an Employer and whose Termination Date had not occurred before January 1, 1989, April 1, 1990;

(D) for a Member who attained age 70 1/2 on or after January 1, 1989 and before January 1, 2002, April 1st of the calendar year following the calendar year in which he attains age 70 1/2; and

(E) effective with respect to Members who are not 5% Owners and who turn age 70 1/2 in calendar years beginning after December 31, 2001, April 1st following the later of the Plan Year in which the Member terminates Employment with the Employer or attains the age of 70 1/2; provided, that Members who were not 5% Owners and who attained age 70 1/2 in 1996, 1997, 1998, 1999, 2000, or 2001, while still employed by the Employer, shall be permitted to elect to delay commencement of benefit distributions until the April 1st following the later of (i) the calendar year in which the Member attains age 70 1/2, or (ii) the calendar year in which the Member terminates Employment with the Employer.

(b) Payments Permitted Before Termination Date. The following payments may be made before the Member's Termination Date:

(i) Plan Termination. Payments authorized under Section 15.6 following the Plan's complete or partial termination.

(ii) Withdrawals. Payments authorized as In-Service Withdrawals under Section 7.5.

8.2 Selection of Payment Date and Payment Form.

(a) Member's Election. The Member may elect the Payment Date and Payment Form to be used for his Retirement Benefits. That election is to be made in the time and manner prescribed by the Administrator in advance of the Member's desired Payment Date. The Member may change or revoke that election by making a new election at any time before his actual Payment Date. Any valid election made by the Member automatically revokes any earlier election. The Member's election will be effective only to the extent that the Administrator determines it conforms to the Plan's requirements and that, with respect to matters left to the Administrator's discretion, it is acceptable to the Administrator.

(b) Administrator's Discretion. In addition to any discretionary authority granted to the Administrator by other Plan provisions, the Administrator may postpone the Member's Payment Date for any reasonable period appropriate for the Plan's convenient administration (including, for example, the delay of the Payment Date for a reasonable period after the next Valuation Date to allow for the allocation of Contributions and Investment Adjustments to the Member's Account), provided the delayed Payment Date does not extend beyond the Member's Latest Retirement Date.

(c) Notice of Right to Defer Payment. Except with respect to a Cash-Out Payment of a benefit in an amount of $5,000 or less made pursuant to
Section 8.4, if a Member elects a Payment Date that is prior to his Normal Retirement Date, then no less than 30 days and no more than 90 days before such Payment Date, the Administrator is to provide the Member with a written notice explaining the Member's right to defer payment to his Normal Retirement Date. Provided, a distribution may commence less than 30 days after the aforementioned notice is provided, if:

(i) the Member is clearly informed that he or she has the right to a period of at least 30 days after receipt of such notices to consider the decision as to whether to elect a distribution and if so to elect a particular form of distribution and to elect or not elect a direct rollover for all or a portion, if any, of his or her distribution which shall constitute an eligible rollover distribution; and

(ii) the Member after receiving such notices, affirmatively elects a distribution and a direct rollover for all or a portion, if any, of his or her distribution which shall constitute an eligible rollover distribution or alternatively elects to have all or a portion made payable directly to him or her, thereby not electing a direct rollover for all or a portion thereof.

8.3 Selection of Payment Form.

(a) In General. A Member's Retirement Benefits may be paid in any of the Payment Forms described below, subject to all restrictions and limitations described in other Plan terms. If no Payment Form has been validly elected by the Member before his actual Payment Date, the Payment Form is to be a Lump Sum payment.

(i) Lump-Sum. Under the "Lump Sum" form, payment of the Distributable Amount will be made in one lump-sum payment on the Payment Date.

(ii) Installments. Under the "Installment" form, payment of the Distributable Amount will be made in substantially equal monthly, quarterly, semi-annual or annual installments for a specified period not extending beyond the life expectancies of the Member and his designated Beneficiary, if any.

The value of any installment payments is to be based on the value of the Member's Distributable Amount at the Payment Date and no installment payment may exceed the balance of the Member's Distributable Amount at the time that payment is made. After installment payments begin, the Administrator may treat the Member's Plan Account as a Segregated Fund and direct the Fund Fiduciary to invest it separately in any savings media, money market fund or fixed income investments providing reasonable protection against loss of principal.

Notwithstanding the foregoing or any other Plan provision to the contrary, no installment options are available to any Member whose Hire Date occurs on or after November 1, 1991.

(iii) Annuity Options. No annuity options are available under this Plan.

(b) Limitations Applicable to Payment Forms. The following limitations apply to a Member's Payment Form:

(i) No Member may receive Retirement Benefits in a Payment Form which, together with the applicable Payment Date, is expected to result in the complete distribution of his Distributable Amount over a period extending beyond the longest of the actual life of the Member or his designated Beneficiary or the life expectancy of the Member or his designated Beneficiary.

(ii) For Plan Years beginning prior to January 1, 1989, a Payment Form may not be used if that Payment Form would provide payments to the Member's designated Beneficiary (other than his Spouse), with an actuarial value that exceeds 49% of the actuarial value of the Member's total Distributable Amount at the Payment Date. This restriction is not to apply, however, where the Member's Spouse is the designated Beneficiary.

(iii) The amount to be paid each year under the Payment Form applicable to the Member's Retirement Benefits (other than the Lump Sum form) for Plan Years beginning prior to January 1, 1989, must be at least an amount equal to the quotient obtained by dividing the Member's Distributable Amount by his life expectancy or the joint and last survivor expectancy of the Member and his designated Beneficiary. For Plan Years beginning after December 31, 1988, the quotient is obtained by dividing the Member's Distributable Amount by the lesser of (i) his life expectancy or the joint and last survivor expectancy of the Member and his designated Beneficiary, or (ii) if the Member's Spouse is not the designated Beneficiary, the applicable divisor determined from the table set forth in Q&A-4 of ss.1.401(a)(9)-2 of Proposed IRS regulations or any successor regulations. The life expectancies are to be computed using the return multiples in ss.1.72-9 of the IRS regulations. In the case of installment payments, a Member's and his Spouse's life expectancy may be recalculated annually; the life expectancy of a Beneficiary who is not the Member's Spouse may not be recalculated after the Payment Date.

(c) Re-Employment or Death Before Payment Date. When a Member resumes Employment before his Payment Date occurs, then all elections under this Section are automatically revoked and his future payments will be governed by Article 7 (and any election he makes at that time).

(d) Changes after Payment Date. Except as otherwise provided in this Section, the time and form of payment may not be changed after the Payment Date has occurred for any Member's retirement payments. If the Member resumes Employment, his retirement payments will be suspended until his next Termination Date; at that Date, his payments will then be governed by Article
7 (and any election he makes at that time) or by Article 9, in the event of his death.

8.4 Cash-Out Payments. At any time after a Member's Termination Date, the Member may elect to receive a "Cash-Out Payment," that is, a Lump Sum payment of the Member's entire Distributable Amount. The Administrator shall make a mandatory Cash-Out Payment to the Member after the Member's Termination Date if the Member's Distributable Amount is less than or equal to $5,000 and the Payment Date has not yet occurred. Member consent is not required for this mandatory Cash-Out Payment.

8.5 Direct Rollover of Eligible Rollover Distributions. 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.

(a) Eligible Rollover Distribution. An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: (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 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 Code ss.401(a)(9); 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); any other distribution that is reasonably expected to total less than $200 during a year; and any hardship distribution described in
Section 401(h)(2)(B)(i)(IV) of the Code.

(b) Eligible Retirement Plan. Effective for distributions made prior to January 1, 2002, 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 to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. Effective for distributions made after December 31, 2001, an eligible retirement plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), a qualified trust described in Code Section 401(a), an annuity contract described in Code Section 403(b), or an eligible plan under Code Section 457(b) (maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state), where the plan sponsor agrees to accept the distributee's eligible rollover distribution and, in the case of a 457(b) plan or 403(b) annuity contract, also agrees to separately account for such transferred amounts; the definition of an eligible retirement plan shall also apply in the case of a eligible rollover distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee, as defined in Code Section 414(p).

(c) Distributee. A distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving Spouse and the Employee's or former Employee's Spouse or former Spouse who is the alternate payee under a Qualified Domestic Relations Order, as defined in Code ss.414(p), are distributees, with regard to the interest of the Spouse or former Spouse.

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

9.1 Death After Start of Retirement Benefits. If the Member dies while receiving Retirement Benefits in the Installment form, those installment payments are to continue to be paid to his Beneficiary, in the manner and over the period which would have applied to the Member but for his death. However, the Beneficiary may elect at any time to receive the entire balance of the Member's Distributable Amount in the Lump Sum form, payable immediately, or to receive larger installment payments over a shorter period.

9.2 Death Before Start of Retirement Payments.

(a) Payments to Designated Beneficiary. If the Member dies before he begins to receive Retirement Benefits, then, by December 31st of the calendar year following the year of the Member's death, the Beneficiary may elect to receive the entire Distributable Amount in one of the methods described in this Section. The Beneficiary's election must be in made in accordance with procedures established by the Administrator within that election period. If the Beneficiary is the Member's Spouse, the Spouse may extend the election period, but not beyond the Spouse's "Required Payment Date." The Spouse's "Required Payment Date" is the later of December 31st of the year following the calendar year of the Member's death or December 31st of the calendar year in which the Member would have reached age 70 1/2 . If the Beneficiary fails to file a valid election within the election period, then the death benefits will automatically be paid under the Lump Sum form.

(i) Lump Sum. Any Beneficiary may elect to receive the death benefits in the Lump Sum form at any Payment Date occurring on or before the December 31st of the calendar year which contains the 5th anniversary of the date of the Member's death, or, if the Member's Spouse is the Beneficiary, no later than the Spouse's Required Payment Date. If no Payment Date is elected by the Beneficiary, then the Payment Date will be as soon as administratively feasible after the end of the election period.

(ii) Installments. Any Beneficiary may elect to receive the death benefits in the Installment form for a period not extending beyond the Beneficiary's life expectancy and provided that those payments begin within 1 year of the Member's death or, if the Member's Spouse is the Beneficiary, by no later than the Spouse's Required Payment Date. Notwithstanding the foregoing or any other Plan provision to the contrary, no installment option will be available to the Beneficiary of any Member whose Hire Date occurred on or after November 1, 1991.

(b) Payments Where No Designated Beneficiary. Notwithstanding anything in this Plan to the contrary, if the Member dies before beginning to receive Retirement Benefits and, pursuant to Section 9.7(c), his Beneficiary is his estate (because the Spouse's Death Benefit does not apply and either the Member failed to make a valid designation or his designated Beneficiary predeceased him), then the Member's Distributable Amount is to be paid to the Member's estate in one Lump Sum payment within 1 year after the Member's death.

9.3 Member's Right to Restrict Beneficiary's Election. Notwithstanding any other Plan provision, the Member may restrict or eliminate (by an express statement to that effect made as a part of the Member's Beneficiary designation) any one or more of the payment methods otherwise available to the Beneficiary under this Article.

9.4 Distributions After Beneficiary's Death. If the Beneficiary dies after the Member's death but before receiving the entire death benefits available under this Article, then the undistributed balance of those benefits is to be distributed to the Successor Beneficiary in the following manner:

(i) Non-Spouse Beneficiary. If the deceased Beneficiary is someone other than the Member's Spouse, the death benefits unpaid at the deceased Beneficiary's death are to continue to be paid to the Successor Beneficiary at the times and in the amounts that would have applied to the deceased Beneficiary but for his death.

(ii) Spouse. If the deceased Beneficiary is the Member's Spouse, the death benefits unpaid at the Spouse's death are to be paid under the terms of this Article applied as if the deceased Spouse were the Member.

For the purposes of this Section, the term "Successor Beneficiary" means the person (determined at the deceased Beneficiary's death) who would have been the Member's Beneficiary under Section 9.7, if the Member had died immediately after the deceased Beneficiary's death. Notwithstanding any conflicting Plan provision, no death benefits under this Plan are payable to anyone after the Beneficiary's death to the extent that all death benefit payments were made during the Beneficiary's life.

9.5 Cash-Outs. Notwithstanding any Plan provision to the contrary, the Administrator shall make a Cash-Out Payment to the Beneficiary after the Member's Death if the Plan Account is less than or equal to $5,000.

9.6 Spouse's Death Benefit.

(a) In General. When the "Spouse's Death Benefit" applies, as described in this Section 9.6, it supersedes the Member's Beneficiary designation and any other conflicting Plan provisions. The Spouse's Death Benefit automatically applies at the Member's death except in any of the following cases:

(i) if the Member is not legally married at his death or his Spouse does not survive him;

(ii) if the Member validly waived the Spouse's Death Benefit by designating someone other than his Spouse as his Beneficiary and his Spouse consented to that designation;

(iii) if the Member's entire Distributable Amount was paid to him before his death; or

(iv) if the Member dies while receiving Retirement Benefits under an Installment Payment Form.

When the Spouse's Death Benefit applies, the Member's surviving Spouse is automatically designated as his sole Beneficiary and entitled to receive all death benefits payable with respect to the Member pursuant to Section 9.2.

(b) Waiver of Spouse's Death Benefit. The Spouse's Death Benefit may be waived by the Member at any time. To be effective, the Member's waiver must: (i) be in writing, signed by the Member; (ii) be filed with the Administrator (at a time when his waiver of the Spouse's Death Benefit is permitted); (iii) designate a specific Beneficiary or Beneficiaries, including any class of beneficiaries or any contingent beneficiaries, which may not be changed without further spousal consent (unless the Spouse expressly permits future designations by the Member without further consent); and (iv) be accompanied by his Spouse's consent to that waiver. The Spouse's consent must comply with Section 9.8 and acknowledge both the Spouse's consent to, and the effect of the Member's waiver under this Section. The Member's waiver may be revoked and new waivers may be filed without limit prior to the Payment Date.

(c) Notice to Members. The Administrator is to provide each Member a written explanation of: (i) the terms and conditions of the Spouse's Death Benefit; (ii) the Member's right to waive the Spouse's Death Benefit and the effect of that waiver; (iii) the Spouse's rights with respect to the Spouse's Death Benefit; and (iv) the Member's right to revoke any previous waiver of the Spouse's Death Benefit and the effect of that revocation. That notice is to be provided no later than one year after the Member's enrollment. For any Member whose Termination Date occurs before he receives notice under the foregoing provisions, the notice is to be given no later than one year after his Termination Date.

9.7 Death Beneficiary.

(a) Each Member may designate the person(s) to receive any death benefits provided under this Plan at his death, except where the Spouse's Death Benefit applies. A Member's Beneficiary designation must be in writing, signed by the Member, and will be effective when delivered to the Administrator. A Member may change his designation by properly filing a new Beneficiary designation with the Administrator in the same manner; that new designation revokes all prior Beneficiary designations filed by the Member. The Member's designation of any person as his Beneficiary does not give that person any rights or interest under this Plan prior to the Member's death. Except to the extent expressly provided in the Member's written designation, if two or more persons are designated as a Member's Beneficiaries, those who survive the Member will share the death benefit equally, per capita, and not per stirpes.

(b) Notwithstanding any conflicting Plan provision, when the Spouse's Death Benefit applies, it supersedes any Beneficiary designation made by the Member.

(c) If a Member fails to designate validly a Beneficiary or if no designated Beneficiary survives the Member, his death benefit shall be paid to his estate. The Administrator shall decide what Beneficiaries, if any, have been validly designated and its decision shall be binding and conclusive on all persons.

(d) Any trust or other entity which is not a natural person but which is designated as Beneficiary is deemed to be surviving at any time when that trust or other entity exists or would exist but for the lack of a corpus.

9.8 Spouse's Consent to Certain Elections. Whenever the Spouse's consent is required under Article 8 or 9 to an election or waiver made by the Member, that consent must be in writing, signed by the Spouse witnessed by a Notary Public or an authorized Plan representative and filed with the Administrator. A consent that permits designations by the Member without any requirement of further consent by that Spouse must acknowledge that the spouse has a right to limit consent to a specific Beneficiary and a specific form of benefit where applicable and that the Spouse voluntarily elects to relinquish either or both of those rights. Only the Spouse who is married at the relevant Payment Date may give an effective consent under the Plan, except that the Member's former spouse must consent with respect to any portion of the Member's Plan Account that is subject to a Qualified Domestic Relations Order in that former Spouse's favor. The Administrator may waive the Spouse's consent required under any Plan provision if the Administrator determines, based on evidence satisfactory to it, that the Member has no Spouse, that the Spouse cannot be located or that other circumstances exist that prevent the Member from obtaining his Spouse's consent and that alleviate the need for the Spouse's consent under existing IRS guidelines.

9.9 Plan Years Beginning On and After January 1, 2002:
Notwithstanding any other provision of the Plan to the contrary, with respect to distributions under the Plan made for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of section 401(a)(9) of the Code in accordance with the regulations under section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the contrary. This provision shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under section 401(a)(9) or such other date as may be specified in guidance published by the Internal Revenue Service.

10.1 Limitations on Employer's Contributions. No Employer Contributions for any Plan Year may be made before that Plan Year starts. No Employer Contributions, other than Special Contributions, may be made to the extent those Contributions, when added to the Suspense Account's balance at that time plus all other Employer Contributions received year-to-date, would exceed the sum of the Maximum Annual Additions permitted for all Eligible Employees. To the extent that the Suspense Account's balance, by itself, exceeds the sum of the Maximum Annual Additions permitted for all Eligible Employees, then no further Employer Contributions may be accepted in the Fund and any balance remaining in the Suspense Account after the allocation of all Employer Contributions for that Year, is to remain in the Suspense Account pending its allocation in future Plan Years.

10.2 Erroneous Contribution. At the Employer's request, an Employer Contribution made by a mistake of fact, or conditioned on the Plan's qualification or on the contribution's tax deductibility, shall be returned to the Employer within one year after that erroneous Contribution's payment, the denial of the Plan's qualification or the deduction's disallowance (to the extent disallowed), whichever applies. The portion of any Contribution to be returned under this Section must be reduced by its proportionate share of Fund losses and expenses, if any, but is not to be increased by any Fund income or gains, if any. For a return of Contributions due to the Plan's failure to qualify initially or after any amendment, the Employer must apply, within one year after the Plan's initial adoption or the amendment's adoption, as the case may be, for a determination letter from the Internal Revenue Service as to the Plan's qualification.

10.3 Erroneous Allocations. If it is determined at any time that an error has been made in allocating contributions or other credits or debits among the Members' Accounts or by excluding any Eligible Employee, then the Administrator, in its sole discretion, shall determine the manner in which that error is to be corrected. Any Plan Account may be adjusted, if necessary, to correct the error.

10.4 Limitation on Annual Additions.

(a) Maximum Annual Additions. The total Annual Additions credited to any Member's Plan Account for any Limitation Year may not exceed the lesser of that Year's Dollar Limit or Percentage Limit. If the Member has any Annual Additions credited during the Limitation Year to other Defined Contribution Plans, then his Annual Additions under this Plan for that Year cannot exceed an amount that, when added to those Annual Additions under other Defined Contribution Plans, exceeds the lesser of that Year's Dollar Limit or Percentage Limit.

(i) "Annual Additions" means the sum of the following items credited to the Member for any Limitation Year:

(1) Elective Contributions, Nonelective Contributions, and Matching Employer Contributions, but not Special Contributions;

(2) forfeitures;

(3) for Plan Years beginning on and after November 1, 1987, all after-tax Employee contributions;

(4) for Plan Years beginning prior to November 1, 1987, the lesser of 1/2 of the Member's after-tax employee contributions or the excess of his total after-tax employee contributions over 6% of his Taxable Compensation for that Year;

(5) amounts credited after 1985 to a separate post-retirement medical benefit account for any Member who is a Key-Employee (as defined in Code ss.419A(d)(3)) under a welfare benefit fund (as defined in Code ss.419(e)).

(ii) The term "Annual Additions" does not include investment earnings, rollover contributions qualifying under Code ss.402(c), transfers of the Member's interest from one plan to another, loan repayments by the Member or any other item not included as Annual Additions under Code ss.415(c)(2).

(iii) "Maximum Annual Additions" means the maximum contributions and other additions which may be credited to the Member's Plan Account for that Plan Year under the limits described in this Section.

(iv) "Dollar Limit" means, effective for Plan Years beginning before January 1, 2002, $30,000, automatically adjusted to reflect cost-of-living increases announced by the Internal Revenue Service under Code ss.415(d) as those increases become effective. Provided that for Limitation Years ending before January 1, 1983, the term "Dollar Limit" means the maximum amount described in Code ss.415(c)(1)(A) as in effect for that year, including cost-of-living adjustments announced by the Internal Revenue Service under Code ss.415(d). The Dollar Limit for Defined Contribution Plans is also deemed to be increased to the extent permitted under Code ss.415(c)(6) with respect to an employee stock ownership plan. Effective for Plan Years beginning on and after January 1, 2002, the figure "$40,000" shall be substituted for the figure "$30,000" in this definition above.

(v) "Limitation Year" means each twelve consecutive month period beginning on January 1st.

(vi) "Percentage Limit" means, effective for Plan Years beginning before January 1, 2002, 25% of compensation, as defined under Code
Section 415(c)(3), for the Limitation Year. Provided, that for Limitation Years ending before the Effective Date, the term "Percentage Limit" means the limit described under Code ss.415(c)(1)(B), as in effect for that year. Effective for Plan Years beginning on and after January 1, 2002, "100%" shall be substituted for the "25%" in this definition above.

(b) Code Section 415(e) Effective for Limitation Years before January 1, 2000: Notwithstanding any provision of this Plan to the contrary, solely with respect to Limitation Years beginning before January 1, 2000, the benefit of any Member for any such Plan Year shall not exceed the combined plan limitation applicable under Section 415(e) of the Code.

10.5 Avoidance of Excess Annual Additions. If the Administrator determines at any time that the Maximum Annual Additions limit has or would be exceeded for any Member for any Limitation Year, based on the Member's actual or estimated Taxable Compensation for that Year, then the following actions are to be applied immediately in the order listed below to the extent necessary to prevent the occurrence of Excess Annual Additions:

(a) The Member's after-tax employee contributions under any Defined Contribution Plan maintained by the Employer or any Controlled Employer are to be reduced.

(b) The Member's Elective Contributions under this Plan are to be reduced and the corresponding portion of the Member's Matching Contributions under this Plan are to be forfeited and credited to the Suspense Account to be used to reduce Employer Contributions required under the Plan for that Limitation Year and (if necessary) for future Limitation Years.

(c) The Member's Nonelective Contributions under this Plan are to be forfeited and credited to the Suspense Account to be used to reduce Employer Contributions required under the Plan for that Limitation Year and (if necessary) for future Limitation Years.

(d) The Member's Annual Additions under the Perry Distributors, Inc. Union Pension Plan are to be reduced.

(e) The Member's Annual Additions under any other Defined Contribution Plan maintained by the Employer or any Controlled Employer are to be reduced unless that other plan expressly provides that the Annual Additions under this Plan are to be reduced before any reduction is made to the Annual Additions under that other plan.

11.1 Definitions.

(a) "Investment Adjustments" means credits or debits made to any Account to reflect its share of any change in the net worth of a fund in which it participates, as of any Valuation Date, including adjustments for earnings, realized and unrealized gains and losses, fees and expenses attributable to that fund.

(b) "Valuation Date" means, as to the Fund, the General Fund and each Segregated Fund, the last day of each Plan Year and any interim dates as of which the Administrator may direct the Fund Fiduciary to determine the net worth of that Fund for the purpose of allocating among the Members' Plan Accounts and other Accounts any change which has occurred in that net worth since the last Valuation Date for that fund.

11.2 General Fund. "General Fund" means the portion of the Fund consisting of all Plan assets and liabilities which have not been separated for investment purposes into a Segregated Fund. All assets held in the Fund will be invested together, as one fund known as the "General Fund," except for any assets which may be segregated for investment purposes and invested in a Segregated Fund.

11.3 Segregated Funds.

(a) In General. "Segregated Fund" means a group of assets which have been segregated from the General Fund for separate investment as a common fund for a specific purpose under this Plan. Segregated Funds may be established under other Plan provisions. The Administrator may also establish any other Segregated Funds from time to time for any purpose it deems desirable or appropriate under this Plan, provided that participation in each fund is made available on a non-discriminatory basis to all Members (and Beneficiaries) who are similarly situated. The Administrator may establish and enforce any rules it deems necessary or appropriate for the convenient administration of the Segregated Funds and of the Plan generally. Each Segregated Fund is to be charged with all fees and expenses directly attributable to that Fund, as well as any portion of the general fees and expenses of the Plan that the Administrator determines to be equitable.

(b) Specific Segregated Funds. The following Segregated Funds will be established for investment purposes under this Plan:

(i) Separate Investment Funds. The Administrator may direct the Fund Fiduciary from time to time to establish one or more Segregated Funds, to be known as Separate Investment Funds, with defined investment objectives. The Member's Plan Account is to be invested among the General Fund and any Separate Investment Funds made available from time to time in the proportions which each Member directs, according to the procedures described below.

(ii) Member Investment Designations. Each Member may individually designate the proportion of his Plan Account which is to be invested in the General Fund, if applicable, and each of the Segregated Funds by making a valid investment election (in the manner prescribed by the Administrator) with the Administrator before an Election Date. Election Dates occur at the beginning of each quarter of the Plan Year, that is each November, February, May and August 1st. His election will be implemented as soon as administratively feasible following the Election Date before which the investment election is made. A Member's investment election must designate the percentage of his total Plan Account which is to be invested in any of the available Funds in such increments and at such times as the Administrator may specify. Any portion of the Member's Plan Account which is not subject to a valid investment election will be invested by the Fund Fiduciary, at the Administrator's direction, in the way deemed most likely by the Administrator to guard against loss of principal.

11.4 Valuation of Fund. The Fund's net worth at any Valuation Date is to be based on the fair market value of the Plan assets and liabilities at that Valuation Date and determined in accordance with the Fund Document. As of each Valuation Date, each Member's Plan Account (and the respective sub-accounts) is to be charged or credited with its proportionate share of Investment Adjustments for any funds in which it participates, payments, withdrawals and contributions, in the following order:

(a) All payments, withdrawals and forfeitures are to be deducted from, and all Special Contributions and Elective Employer Contributions are to be credited to, the appropriate Plan Accounts;

(b) The Investment Adjustments for each fund are to be allocated among the Accounts (other than the Suspense Account) in the proportion which each Account's investment in that fund bears to the total investment in that fund by all Accounts. An Account's investment in a fund equals its credit in that fund immediately after the preceding Valuation Date and after the adjustments described in paragraph (1) have been made;

(c) All transfers between funds and all credits and charges applicable to the Suspense Account are to be made; and

(d) The allocation of the Matching Contributions and Nonelective Contributions are to be made, if appropriate.

Notwithstanding the preceding provisions, the Administrator may alter the valuation procedures, in its discretion, in any manner it deems necessary or desirable to achieve an equitable allocation among the Accounts.

11.5 Insurance Policies. The purchase of individual insurance contracts is not permitted under this Plan.

11.6 Member Loans. Loans to Members from the Fund are not permitted.

12.1 Administrator's Appointment. The Sponsor may appoint one or more persons to serve as Administrator at its pleasure from time to time. Persons appointed as Administrator may include Employees, Members, or the Fund Fiduciary. During any period when no person is currently serving as Administrator, the Sponsor is charged with the Administrator's duties. The Administrator is a Named Fiduciary within the meaning of ERISA ss.402. Where two or more persons are concurrently serving as Administrator, they are jointly responsible for all of the Administrator's duties, except to the extent specific duties may have been allocated between them pursuant to
Section 12.8.

12.2 Administrator's Resignation or Removal. A person serving as Administrator may resign at any time by giving advance written notice to the Sponsor. The Sponsor may, in its discretion, remove any person serving as Administrator, with or without cause, by giving that person advance written notice of his removal. Any individual who was an Employee when appointed as Administrator is automatically removed at his Termination Date, without the necessity of any notice, unless his continued appointment is expressly requested by the Sponsor. Any successor Administrator succeeds to all rights and duties of his predecessor. The Sponsor is to notify the Fund Fiduciary of all appointments, resignations or removals of Administrators.

12.3 Administrator's Powers and Duties. Subject to Section 12.4, the Administrator shall administer the Plan in accordance with its terms and shall have all the powers necessary to carry out the provisions of the Plan and the authority to enforce the terms of the Plan for and on behalf of any and all interested therein. The Administrator's determinations on all Plan matters over which it has powers and responsibility shall be final and conclusive and binding on all persons having an interest in the Plan. Without limiting the generality of the foregoing, the Administrator shall have the following powers and duties, such powers and duties to be exercised in the Administrator's absolute discretion:

(a) to adopt and enforce any rules, regulations and procedures it deems desirable for efficient Plan administration as long as those rules, regulations and procedures apply uniformly to all persons in similar circumstances;

(b) to determine all questions arising in the Plan's administration, interpretation and application, including questions about the status and rights of Employees, Members, Beneficiaries and any other persons;

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

(d) to decide any dispute arising under the Plan, but no Administrator may participate in any matter involving any questions relating solely to his own participation or benefits under this Plan;

(e) to advise the Sponsor about the known future need for funds to be available for distribution in order that the Fund investments may be established accordingly;

(f) to correct defects, supply omissions, and reconcile inconsistencies to the extent necessary to effectuate the Plan;

(g) to advise the Sponsor of the maximum deductible contribution to the Plan for each fiscal year;

(h) to direct the Fund Fiduciary concerning all payments which are to be made out of the Fund pursuant to the Plan's provisions;

(i) to maintain all bookkeeping accounts necessary under the Plan for keeping track of each Member's interest in the Plan, including the source of all contributions, his vested interest, and applicable Investment Adjustments, except to the extent that the Fund Fiduciary has, by written agreement with the Sponsor, assumed responsibility for maintaining any part or all of the Member Accounts;

(j) to confer with the Fund Fiduciary and the Sponsor on the settling of any claims against the Fund;

(k) to make recommendations to the Sponsor concerning proposed amendments to the Plan Document and the Fund Document;

(l) to file all reports with government agencies, Members, and other parties as may be required by law, whether such reports are initially the obligation of the Sponsor, an Employer or the Plan;

(m) to maintain all records necessary to determine the rights and interests of any Employee under this Plan, including his eligibility, Membership status, Service Credits and Beneficiaries;

(n) to arrange for the proper withholding of income taxes on all Plan payments; and

(o) to have all other powers necessary or desirable to discharge its duties as Administrator.

Whenever under the Plan provisions discretion is granted to the Administrator which may affect the benefits, rights and privileges of Members, Beneficiaries or other persons affected by this Plan, that discretion is to be exercised uniformly so that all persons similarly situated are similarly treated.

12.4 Limitations on Administrator's Powers and Responsibilities. The Administrator is not responsible nor empowered to act with respect to any of the following matters, unless responsibility for a particular matter has been delegated to the Administrator under Section 14.2(b):

(a) any matters reserved to the Sponsor or Employers under Article 14;

(b) the selection, direction or review of any Fund investments or the advisability or legal sufficiency of the Fund Document;

(c) the administration of the Fund Document; or

(d) the resolution of any question or dispute concerning the interpretation of the Fund Document or the Fund Fiduciary's rights and duties.

12.5 Action by the Administrator. If more than one person is appointed to act as Administrator, they may elect a Chairman and Secretary and adopt rules for the conduct of their business. A majority of the persons then serving constitutes a quorum for the transaction of business. All action taken by the Administrator is to be by vote of a majority of those present at such meeting and entitled to vote, or without a meeting upon written consent signed by at least a majority of the Administrators. All documents are to be executed on the Administrator's behalf by either the Chairman or the Secretary, if any, except that any person appointed as Administrator has the power to execute all documents necessary or required by an insurer in connection with the application for insurance policies, and the act of that Administrator is binding on all Administrators to the same extent as though that instrument had been executed by the Chairman or the Secretary.

12.6 Participation by Administrators. No Administrator shall be precluded from becoming a Plan Member, if he would be otherwise eligible, but he may not vote or act upon matters relating specifically to his own participation under the Plan, except when such matters relate to benefits generally. If this disqualification results in the lack of a quorum, then the Sponsor shall appoint a sufficient number of temporary Administrators to serve for the sole purpose of determining that question.

12.7 Agents. The Administrator may employ agents and provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it may require to perform its duties under this Plan. The cost of those services and all other expenses incurred by the Administrator in connection with the Plan's administration are to be charged against the Fund, unless paid by the Employers.

12.8 Allocation of Duties. The Administrator's duties, powers and responsibilities may be allocated among its members so long as that allocation is pursuant to written procedures adopted by the Administrator, in which case, except as may be required by ERISA, no Administrator shall have any liability with respect to any duties, powers or responsibilities not allocated to him, or for the acts or omissions of any other Administrator.

12.9 Delegation of Duties. The Administrator may delegate any of its duties to Employees, to the Fund Fiduciary with its consent, or to any other person or firm, provided that the Administrator prudently chooses those agents and relies in good faith on their actions.

12.10 Administrator's Action Conclusive. Any action on matters within the Administrator's discretion shall be final and conclusive except as provided in Article 13.

12.11 Administrator's Compensation. No Administrator who is receiving compensation from the Employer or a Related Company as a full-time Employee is entitled to receive any compensation or fee for his services under this Plan. Any other Administrator is entitled to receive any reasonable compensation for his services as an Administrator as may be mutually agreed upon between the Sponsor and that Administrator. Any such compensation is to be paid from the Fund, unless paid by the Employers. Each Administrator is entitled to reimbursement for any reasonable and necessary expenditures incurred in the discharge of his duties.

12.12 Records and Reports. The Administrator shall maintain adequate records of its actions and proceedings in administering this Plan and shall file all reports and take all other actions as it deems appropriate in order to comply with ERISA and the Code.

12.13 Reports Open to Members. The Administrator is to keep on file all annual reports of the Fund received by the Administrator from the Fund Fiduciary, and a statement of each Member's interest in the Fund as from time to time determined. The Fund annual reports and the statement of his own interest in the Fund, as well as a complete copy of the Plan Document and the Fund Document, and copies of annual reports to the Labor Department, are to be made available by the Administrator to the Employers for examination by each Member during reasonable hours at the office of the Employer, but the statement of a Member's interest shall not be made available for examination by any other Member.

12.14 Standard of Care. The Administrator shall use ordinary care and diligence in the performance of its duties under this Plan. Nothing in this Plan shall preclude the Employers from indemnifying the Administrator for all actions under this Plan, or from purchasing liability insurance to protect it with respect to its duties under this Plan.

12.15 Information from the Employer. The Administrator is entitled to rely on the accuracy and completeness of all information furnished by the Employers, unless it knows or should have known that such information is erroneous.

12.16 Liability and Indemnification.

(a) The Administrator is to perform all duties required of it under this Plan in a prudent manner. To the extent not prohibited by ERISA, the Administrator shall not be responsible in any way for any action or omission of the Sponsor, an Employer, the Fund Fiduciary, or any other fiduciaries, in the performance of their duties and obligations as set forth in this Plan and in the Fund Document. To the extent not prohibited by ERISA, the Administrator shall also not be responsible for any act or omission of any of its agents.

(b) The Administrator shall not be relieved from responsibility or liability for any responsibility, obligation or duty imposed upon it under this Plan or under ERISA. Except for its own gross negligence, willful misconduct or willful breach of this Plan, the Administrator shall be indemnified and held harmless by the Employers against liability or losses occurring by reason of any act or omission of the Administrator to the extent that such indemnification does not violate ERISA or any other federal or state laws.

12.17 Correction of Administrative Errors: The Administrator shall take such steps as it considers necessary and appropriate to remedy any inequity that results from incorrect information received or communicated in good faith or as the consequence of an administrative error. Such steps may include, but shall not be limited to, taking any action required under any employee plans compliance resolution system of the Internal Revenue Service, any fiduciary correction program of the Department of Labor, or any similar program of any governmental agency and reallocation of Plan assets.

12.18 Erroneous Payments: In the event that a Member, Beneficiary or "alternate payee" under a qualified domestic relations order receives a distribution under this Plan in excess of the amount, if any, to which he is entitled, by reason of a calculation error or otherwise, the Administrator, in its sole and absolute discretion, may adjust future benefit payments to the Member, Beneficiary or alternate payee to the extent necessary to recoup the amount which the Member, Beneficiary or alternate payee received which was in excess of the amount to which he was entitled under the terms of this Plan. If the Administrator determines, in its sole and absolute discretion, that it is not feasible or desirable to adjust future benefit payments to the Member, Beneficiary or alternate payee, the Administrator may require the Member, Beneficiary or alternate payee to repay to the Plan the amount which is in excess of the amount to which he is entitled under the terms of this Plan. All amounts received by a Member, Beneficiary or alternate payee under this Plan shall be deemed to be paid subject to this condition. The determinations of the Administrator made pursuant to this Section shall be final, conclusive and binding on all parties, subject to any applicable claims procedure, and shall not be overturned unless such determinations are arbitrary and capricious.

13.1 Claims for Benefits. Any claim for benefits under this Plan by a Member, Beneficiary or any other person shall be made in writing and mailed, postage-prepaid, to the Administrator, or made and delivered by such other means as the Administrator provides in procedures for claims in general. The claims procedure shall comply with ERISA regulation ss.2560.503-1.

13.2 Notice of Denial. Whether or not a claim for payments has been made under Section 13.1, if a person is denied any benefits under this Plan, either in total or in an amount less than the full benefit he would normally be entitled to, the Administrator shall advise the claimant in writing of the amount of his benefit, if any, and the specific reasons for the denial. The Administrator shall also furnish the claimant at that time with a written notice containing:

(a) A specific reference to pertinent Plan provisions;

(b) A description of any additional material or information necessary for the claimant to perfect his claim, if possible, and an explanation of why that material or information is needed;

(c) An explanation of the Plan's claim review procedure described in the following Sections of this Article.

13.3 Right to Reconsideration. Within sixty (60) days of receipt of the information described in Section 14.2, the claimant shall, if he desires further review, file a written request for reconsideration with the Administrator.

13.4 Review of Documents. So long as the claimant's request for review is pending (including the sixty (60) day period in Section 13.3), the claimant or his duly authorized representative may review pertinent Plan documents and may submit issues and comments in writing to the Administrator.

13.5 Decision by Administrator. A final and binding decision shall be made by the Administrator within sixty (60) days of the riling by the claimant of his request for reconsideration, provided, however, that if the Administrator, in its discretion, feels that a hearing with the claimant or his representative present is necessary or desirable, this period shall be extended an additional sixty (60) days.

13.6 Notice by Administrator. The Administrator's decision shall be conveyed to the claimant in writing and 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.

14.1 Single Plan. Even though there may be more than one Employer, the Plan is to be considered a single plan and the Fund's assets are available to satisfy benefits and other Plan liabilities attributable to the Employees of any Employer.

14.2 Powers Reserved to Sponsor.

(a) The Sponsor is the "Plan Sponsor" within the meaning of ERISA ss.3(16)(B). Notwithstanding any conflicting Plan provision, the following powers and responsibilities are reserved or limited exclusively to the Sponsor:

(i) To select, appoint, direct and remove all "named fiduciaries" (within the meaning of ERISA ss.402(a)(2)) for this Plan, including but not limited to Fund Fiduciaries, plan administrators, and investment managers or advisors;

(ii) To amend or terminate this Plan and the Fund, and to direct the disposition of all Plan assets at termination;

(iii) To approve the adoption of, and continued participation in this Plan by any other Employer for the benefit of that Employer's Employees, upon such terms as the Sponsor may require from time to time; and

(iv) To approve any merger, consolidation or transfer in whole or in part of the assets and liabilities of the Fund pursuant to Section 15.3.

(b) All rights and powers reserved to the Sponsor under the Plan (or indirectly by law) shall be exercised by the Sponsor's Board and evidenced by a written resolution, except to the extent that any of those rights or powers may be allocated among that Board's members or delegated to others under this paragraph. All such rights and powers reserved to the Sponsor may be allocated or delegated by the Board, except the power to terminate this Plan with respect to all Employers and the power to approve any merger, consolidation or transfer of Fund assets. Any such allocation or delegation by the Sponsor's Board is to be evidenced by written resolution. No member of the Sponsor's Board shall have any liability with respect to any duties, powers or responsibilities allocated or delegated by that Board under this Section, except those allocated to him.

(c) All of the rights and obligations granted or imposed on the Sponsor, as such, by this Plan, may be transferred and assumed by any other Employer as a successor Sponsor by written agreement between the Employer which is then acting as Sponsor and that successor Sponsor. Upon the Sponsor's dissolution, liquidation, bankruptcy or insolvency, all the rights and obligations granted or imposed on the Sponsor, as such, by this Plan, may be assumed by any one of the other Employers by a written agreement to that effect executed by all of the remaining Employers.

14.3 Power of the Sponsor to Name an Independent Fiduciary.

(a) Notwithstanding anything in the Plan to the contrary, in addition to the powers and responsibilities set forth in Section 14.2 or otherwise in the Plan, the Sponsor shall be empowered to appoint and remove, without the consent of any other party, one or more individuals or entities to serve as independent named fiduciaries, within the meaning of Section 402(a) of the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") (each referred to as an "Independent Named Fiduciary"), as it deems necessary or advisable, in its sole discretion, and to delegate to such Independent Named Fiduciary full authority to control and manage the operation and administration of the Plan with respect to certain fiduciary matters, which prior to the appointment of the Independent Named Fiduciary were under the authority and control of another Plan fiduciary. The Sponsor may appoint an Independent Named Fiduciary at any time and for any reason, including, without limitation, with respect to matters where a Plan fiduciary may have an actual or potential conflict of interest. The appointment of an Independent Named Fiduciary shall be evidenced in writing (which may include a written agreement between the Sponsor, on behalf of the Plan, and the Independent Named Fiduciary), which writing shall, among other things, specifically identify the matter or matters with respect to which the Independent Named Fiduciary shall have complete discretionary authority and control on behalf of the Plan. The authority of the Independent Named Fiduciary to act on behalf of the Plan and the specific powers and responsibilities of the Independent Named Fiduciary, as set forth in such writing, shall be incorporated by reference in (and made part of) the Plan, as the stated authority, powers and duties of the Independent Named Fiduciary, without any further action by the Sponsor or any other party, and the Plan shall be deemed amended to the extent necessary to eliminate the authority, powers and/or duties previously delegated to any other Plan fiduciary to the extent they overlap with any of the authority, powers and/or duties delegated by the Sponsor to the Independent Named Fiduciary.

(b) An Independent Named Fiduciary shall be a fiduciary as defined under Section 4(21) of ERISA and a Named Fiduciary under Section 12.1 of the Plan, and that Section shall be deemed amended as appropriate to reflect the foregoing.

14.4 Joinder of Employers. The adoption of, and joinder in, this Plan by any Employer, other than the Sponsor, is subject to the Sponsor's express approval and is to be evidenced either by that Employer's execution of this Plan or by its execution of a separate written Adoption Agreement with the Sponsor. By adopting and joining in this Plan, the Employer agrees (i) to make all Employer contributions and pay all expenses incurred under the Plan with respect to its Employees; (ii) to maintain all personnel records necessary for the Plan's proper administration; (iii) to provide on a timely basis all notices, records and information required for Plan administration purposes; and (iv) to abide by the terms of the Plan and Fund Documents. Each Adoption Agreement with an Employer, along with any amendments made from time to time, is by this reference incorporated into and made a part of the Plan and, in the event of any conflict between the terms of that Adoption Agreement and other Plan terms, the Plan is to be controlling, except as provided in the next sentence. An Adoption Agreement may also contain special provisions concerning the eligibility, Service Credit, contributions and other aspects of Plan Membership which are to apply only to the Employees of the Employer executing that Agreement, in which case those special provisions are to supersede any conflicting Plan provisions.

14.5 Separate Amendments by an Employer. By action of its Board and with the Sponsor's approval, any Employer may amend the Plan in any manner which affects the Plan's application only as to that Employer and its Employees, provided that the amendment would comply with Section 15.1, if made by the Sponsor. Any such amendment must be made in the form of an amendment to the Plan Document or that Employer's Adoption Agreement and executed by the appropriate officers of both the Sponsor and that Employer.

14.6 Termination of Employer's Participation. An Employer will cease to qualify as an "Employer" (and its Employees will no longer be in Covered Service) when any of the following events occurs:

(a) When the Sponsor, in its discretion, terminates that Employer's right to participate as an Employer under the plan, provided that the Sponsor must give written notice of that termination to the affected Employer at least 90 days prior to that termination's effective date;

(b) Upon the Employer's consolidation, merger, reorganization or the sale of substantially all of its property, unless the successor entity resulting from that transaction either qualifies as a Related Company of the Sponsor or any other Employer (ignoring that entity's relationship with the Employer affected by the transaction) or contractually assumes (with the Sponsor's approval) that Employer's obligations under this Plan at the time the transaction occurs;

(c) Upon the Employer's legal dissolution or liquidation (other than as part of its consolidation, merger or reorganization) or a judicial determination that it is bankrupt or insolvent; or

(d) When that Employer's Board, by written resolution, terminates its continued participation in, and its further responsibilities as an Employer under this Plan, provided that the Employer gives the Sponsor written notice of that termination at least 30 days prior to that termination's effective date (unless that notice is waived by the Sponsor).

Upon termination of an Employer's participation under this Section, the Fund Fiduciary is to dispose of that portion of the Fund assets attributable to the Plan Accounts of the affected Members in the manner directed by the Sponsor, subject to Article 15 and Section 16.1.

15.1 Amendments. The Sponsor reserves the right at any time and from time to time, and retroactively if deemed necessary or appropriate by it, to the extent permissible under law, to conform with governmental regulations or other policies, or modify or amend in whole or in part, any or all of the provisions of this Plan, provided:

(a) that no such modification or amendment shall make it possible for any part of the Fund to be used for, or diverted to, purposes other than for the exclusive benefit of Members or their Beneficiaries except to the extent provided in Section10.2;

(b) that no amendment may reduce any Member's Plan Account balance at the amendment's adoption date or eliminate an optional Payment Form except to the extent otherwise permitted under Code ss.411(d)(6);

(c) that no amendment may reduce the vested portion of a Member's Plan Account at the date the amendment is adopted;

(d) that no amendment may directly or indirectly change the vesting schedule with respect to future Employer Contributions allocated to any Member unless each Member with three (3) or more years of Vesting Service credit is permitted to elect to have the vesting schedule which was in effect before the amendment used to determine the vested portion of his Plan Account at all future times; and

(e) no amendment may increase the duties of the Fund Fiduciary without its consent.

Amendments may be made in the form of Board resolutions or separate written document. Copies of all amendments shall be delivered to the Fund Fiduciary, the Administrator and the Union.

15.2 Consolidation, Merger or Other Transactions of Employer. Nothing in this Plan shall prevent an Employer's consolidation, merger, reorganization or liquidation or prevent the Employer's sale of any or all of its property; and any successor corporation or other entity formed and resulting from that transaction will succeed to that Employer's rights and obligations under the Plan, except as otherwise provided in Section 15.5.

15.3 Consolidation, Merger or Transfer of the Fund. In the event of any merger or consolidation with, or transfer in whole or in part of the Fund's assets and liabilities to, another fund held under any other Tax-Qualified Plan maintained or to be established for the benefit of all or some of the Members, the Fund assets and liabilities applicable to such Members shall be transferred to the other fund only if:

(a) each Member would receive a benefit under that successor fund immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (determined under Code ss.414(l) as if this Plan and such transferee fund had then terminated);

(b) resolutions of the Sponsor's Board and of any new or successor employer of the affected Members, shall authorize such merger, consolidation or transfer of assets; and, in the case of the new or successor employer of the affected Members, its resolutions shall include an assumption of liabilities with respect to such Members' inclusion in the new employer's plan; and

(c) that other plan is a Tax-Qualified Plan qualifying under Sections 401(a) or 403(a) of the Code. Notwithstanding any conflicting Plan provision, no transfer of assets may be made to this Plan from another plan that is subject to the qualified joint and survivor annuity rules and/or qualified preretirement survivor annuity requirements described in Code ss.ss.
401(a) (11) and 417.

15.4 Voluntary Termination. Subject to the terms of the Union Contract, the Sponsor's Board reserves the right to terminate this Plan in its entirety at any time by giving to the Fund Fiduciary and the Administrator written notice of the proposed termination. The Plan shall terminate upon the date of receipt of that notice or the effective date of that notice and the Fund Fiduciary shall make payments to each Member or Beneficiary in accordance with Section 15.6.

15.5 Partial Plan Termination or Permanent Cessation of Contributions. If a partial termination of the Plan is deemed to have occurred, or all Employer Contributions are completely discontinued, the Sponsor, in its discretion, shall decide whether to direct the Fund Fiduciary to make immediate distribution of the affected portion of the Fund to the affected Members or to make distribution in the circumstances and contingencies which would have controlled such distributions if there had been no partial termination or discontinuance of Employer Contributions, as provided in Section 15.6.

15.6 Payments After Termination. If this Plan fully or partially terminates under Section 15.4 or 15.5, then the Fund Fiduciary is to continue holding the Fund and the Plan's assets are to be paid to the affected Members and Beneficiaries at the times and in the form described in Articles 7, 8 and
9. However, the Sponsor may direct at any time that the Fund (or the portion affected by that termination) be liquidated and disposed of in one or more of the following ways (as directed by the Sponsor):

(a) All or a portion of the liquidated assets and associated liabilities may be transferred to another Tax-Qualified Plan pursuant to
Section 15.3 to be held for some or all of the affected Members and Beneficiaries;

(b) All or a portion of the liquidated assets may be distributed immediately in lump sum payments to some or all of the affected Members and Beneficiaries, or to eligible retirement plans pursuant to Section 8.5, provided that the Sponsor does not establish or maintain another Defined Contribution Plan (other than an employee stock ownership plan as defined in Code ss.4975(e)(7)).

16.1 No Diversion of Fund. It is the intention of the Employers that it shall be impossible for any part of the corpus or income of the Fund to be used for, or diverted to, purposes other than for the exclusive benefit of the Members or their Beneficiaries prior to the satisfaction of all liabilities under the Plan, except to the extent that a return of the Employer's contribution is permitted under Section 10.2.

16.2 Liability Limited. Neither the Employers, the Administrator, the Fund Fiduciary nor any officers, directors, nor shareholders of any of them, shall have any liability or responsibility with respect to this Plan, except as expressly provided in the Plan.

16.3 Incapacity. If the Administrator determines that any person entitled to receive any benefit under the Plan is a minor, or is physically or mentally incompetent, and that no guardian, committee or other representative of that person's estate has been appointed, the Administrator may direct the Fund Fiduciary to make that benefit payment to any other person who is then maintaining or has custody of the intended recipient, including a custodian under a Uniform Gifts to Minors Act, or corresponding legislation (who shall be an adult, a guardian of the minor or a trust company), and the release of that other person shall be a valid and complete discharge for that benefit payment.

16.4 Spendthrift Clause.

(a) In General. Except as otherwise described in this Section, no amounts payable under the Plan shall be subject in any manner to anticipation, sale, transfer, assignment, pledge, encumbrance, charge or alienation. If the Administrator determines that any person entitled to any payments under this Plan has become insolvent or bankrupt or has attempted to anticipate, sell, transfer, assign, pledge, encumber, charge or otherwise in any manner alienate any amount payable to him under the Plan or that there is any danger of any levy or attachment or other court process or encumbrance on the part of any creditor of that person entitled to payments under the Plan, against any amounts payable to that person, the Administrator may, at any time, in its discretion, direct the Fund Fiduciary to withhold any or all payments to that person and apply the same for that person's benefit, in any manner and in any proportion as the Administrator may deem proper.

(b) Qualified Domestic Relations Orders. Section 16.4(a) is not to apply to the creation, assignment or recognition of any right to payment from the Member's Plan Account in compliance with a "Qualified Domestic Relations Order", as defined in Code ss.414(p). Upon the Plan's receipt of any domestic relations order purporting to assign or attach part or all of a Member's Plan Account, the Administrator is promptly to send a copy of that order, along with a brief description of the Plan's procedures for determining whether that order is a Qualified Domestic Relations Order, to the Member and any other person affected by that order. At the same time, the Administrator is to segregate any amounts which the order assigns to someone other than the Member and which would otherwise be payable to the Member at any time during the 18-month period after the order is received by the Administrator into a separate Segregated Fund (a "Domestic Relations Account") until the Plan's review procedures are completed. The Domestic Relations Account is to be invested in any interest-bearing account which the Administrator selects. The following review procedures are then to apply:

(i) The order's receipt by the Administrator is to be treated as a claim for benefits under Section 13.1 and the Member and all other persons affected by that order are deemed to be claimants under Article
13. The Administrator is to make an initial determination as to whether the order is a Qualified Domestic Relations Order as soon as possible but within 90 days after the order's receipt;

(ii) Written notice of the Administrator's initial determination is to be promptly sent to all claimants in the form of a Notice of Denial as described under Section 13.2 (regardless of the Administrator's determination);

(iii) Any claimant may request a reconsideration of the Administrator's decision, pursuant to the procedures described in Sections 13.3, 13.4 and 13.5, provided that all claimants are entitled to copies of all written material submitted and may attend any hearings held in connection with the Administrator's reconsideration of the order's qualification;

(iv) A final decision is to be made by the Administrator as to whether the order is a Qualified Domestic Relations order by the date described in Section 13.5. If none of the claimants requests reconsideration under Section 13.3, the Administrator's initial determination will become final in 60 days after the Notice of Denial is given. In either case, notice of the Administrator's final decision is to be given promptly to all claimants in accordance with Section 13.6;

(v) If the Administrator determines that the order is a Qualified Domestic Relations Order, then all amounts segregated in the Domestic Relations Account (including interest) will be paid in compliance with the order and all future payments from the Member's Plan Account are to be made from the Plan in compliance with the order, notwithstanding any conflicting Plan provisions;

(vi) If the Administrator determines that the order is not a Qualified Domestic Relations Order, then all amounts segregated in the Domestic Relations Account will continue to be held in that Account until the date 18 months after the date the order was first received by the Plan, pending the order's modification. If the order is modified during that 18-month period and a request for reconsideration is made for that reason, then notice of that modification and the Administrator's decision as to its effect is to be given to all claimants and the procedures described in paragraphs (iii)-(vi) shall again apply;

(vii) If the Administrator has not determined that the order is a Qualified Domestic Relations Order by the date 18 months after the date the order was first received by the Administrator, then the Domestic Relations Account is to be terminated and the balance of that Account is to be paid to the Member.

(c) Section 16.4(a) is not to apply with respect to judgments, orders, decrees issued and settlement agreements entered into on or after August 5, 1997, as described in Code Section 401(a)(13)(C), a Member's benefit may be reduced if a court order or requirement to pay arises from: (1) a judgment of conviction for a crime involving the Plan; (2) a civil judgment (or consent order or decree) that is entered by a court in an action brought in connection with a breach (or alleged breach) of fiduciary duty under ERISA; or (3) a settlement agreement entered into by the Member and either the Secretary of Labor or the Pension Benefit Guaranty Corporation in connection with a breach of fiduciary duty under ERISA by a fiduciary or any other person. The court order, judgment, decree, or settlement agreement must specifically require that all or part of the amount to be paid to the Plan be offset against the Member's Plan benefits. If the survivor annuity requirements of Code Section 401(a)(11) apply with respect to distributions from the Plan to the Member and the Member has a spouse at the time at which the offset is to be made, such offset shall not be made unless the Plan complies with Code Section 401(a)(13)(C)(ii).

16.5 Benefits Limited to Fund. Except as otherwise required by the Code, ERISA or the Union Contract, all Employer Contributions to the Fund shall be voluntary, and the Employer shall be under no legal liability to make any such contributions. The benefits of this Plan shall be only as can be provided by the Fund assets, and no liability for the payment of benefits under the Plan or for any loss of assets due to any action or inaction of the Fund Fiduciary shall be imposed upon the Employer.

16.6 Cooperation of Parties. Any party claiming any interest under this Plan agrees to perform any acts and execute any documents which are necessary or desirable for carrying out any of this Plan's provisions.

16.7 Payments Due Missing Persons. The Administrator shall make a reasonable effort to locate all persons entitled to benefits under the Plan; however, notwithstanding any other Plan provision, if, after five (5) years from the date any benefit is payable, any person entitled to a Plan benefit has not been located, that person's rights under the Plan shall stand suspended. Before this provision becomes operative, the Administrator shall send a certified letter to that person at his last known address advising him of that suspension. The suspended amounts are to be held by the Fund Fiduciary for three (3) additional years (or a total of eight (8) years from the time the benefit first becomes payable) and thereafter those amounts shall be added to the Suspense Account for reallocation to current Participating Members. Provided, however, that if that person subsequently makes a valid claim with respect to those benefit amounts, and any earnings thereon, the Employer shall make a Special Contribution to the Plan for the year in which the claim for benefits shall be paid in an amount equal to the benefits paid or payable to that person; the Special Contribution shall be allocated directly to that person's Employer Account. The suspended amounts shall be handled in a manner consistent with regulations issued by the Internal Revenue Service and Department of Labor. No Special Contribution is required and no payment is due from this Plan to the extent that the person's benefit has been paid to someone else pursuant to the escheat laws of any jurisdiction.

16.8 Nonguarantee of Employment. Nothing contained in this Plan shall be construed as an employment contract between the Employer and any Employee, or as a right of any Employee to be continued in Employment, or as a limitation of the Employer's right to discharge any Employee, with or without cause.

16.9 Counsel. The Administrator may consult with legal counsel (who may be counsel for the Employer) with respect to the meaning or construction of this Plan, its respective obligations or duties hereunder or with respect to any action or proceeding or any question of law, and it shall be fully protected with respect to any action taken or omitted in good faith pursuant to that advice.

16.10 Rules of Interpretation. The following rules are to apply when interpreting this Plan:

(a) Plurals and Gender. In this Plan, the masculine gender includes the feminine and neuter genders, and the singular includes the plural, and vice versa, unless the context clearly indicates otherwise;

(b) Headings. The headings and sub-headings in this Plan Document are inserted for reference only and are to be ignored in any construction of the Plan provisions. Any reference to "Article," "Section," "Subsection," "paragraph" and similar text divisions means the designated provisions within this Plan Document, unless expressly provided otherwise;

(c) Compliance with Law. This Plan is intended to comply with all applicable laws and also to qualify under Code Sections 401 and 501 or
403(a), as in effect from time to time; it should be construed accordingly. Any Plan provision held to be illegal or void is not to affect any other Plan provisions, but will be fully severable; the Plan is to be interpreted as if any illegal or void provision were never included;

(d) Governing Law. All questions about this Plan shall be determined under the laws of the State of Michigan, except to the extent superseded by federal law;

(e) References to Governmental Regulations. Plan references to regulations issued by the Internal Revenue Service, the Department of Labor or any other governmental agency include all regulations, rulings, procedures, releases and other position statements issued by that agency;

(f) Incorporation of Other Documents. References to the "Plan" include not only the terms of this Plan Document, but also the terms of the Fund Document, Adoption Agreements (if any) and rules adopted by the Administrator, as those documents and rules may be in effect from time to time and all of which are incorporated into this Plan by this reference. But, if there are any conflicts between this Plan Document and those other documents and/or rules, this Plan Document controls.

16.11 Payment of Plan Expenses. All expenses of the Employer, the Administrator, and the Fund Fiduciary shall be paid from the Fund to the extent they constitute reasonable expenses of administering the Plan; provided that, the obligation of the Fund to pay these expenses shall cease to exist to the extent that these expenses are paid by the Employer. This provision shall be deemed a part of any contract to provide for expenses of Plan administration, whether or not the signatory to that contract is, as a matter of convenience, the Employer.

16.12 Use of Electronic Media: Notwithstanding anything in the Plan to the contrary, any requirement for written notification, election or consent by the Employer, Administrator, a Member, a Beneficiary or alternate payee, as the case may be, under the Plan may be validly made by an electronic medium to the extent permitted under the Code and ERISA.

IN WITNESS WHEREOF, the Sponsor has caused this Plan document to be executed by its duly authorized officer as of the 20th day of February, 2002.

PERRY DISTRIBUTORS, INC.

By:  /s/ Elliot Gerson
________________________
Senior Vice President

Exhibit 4.15

AMENDMENT NUMBER ONE

TO THE

PERRY DISTRIBUTORS, INC. 401(K) PLAN

(As Amended and Restated Effective as of January 1, 2001)

WHEREAS, Perry Distributors, Inc. (the "Corporation") has the authority under the Perry Distributors, Inc. 401(k) Plan (the "Plan") to amend the Plan; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001; and

WHEREAS, the Corporation now wishes to amend the Plan (i) effective as of January 1, 2002, to provide for a change to the definition of disability for purposes of disability retirement to refer to a determination by the Social Security Administration to simplify benefit claims administration, and
(ii) effective as of January 1, 2003, to provide that participants who are at least age 50 may make elective catch-up contributions as permitted by the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA").

NOW THEREFORE, the Plan is hereby amended, effective as of the dates set forth below, as follows:

1. The definition of Total Disability in Article 2 of the Plan is hereby amended, effective as of January 1, 2002, in its entirety to read as follows:

"... means an illness or injury which renders an Member totally and permanently unable to perform his usual duties satisfactorily as determined by the Administrator based on professional medical advice and any other medical evidence the Administrator deems appropriate. The Administrator may require a disabled Member to submit from time to time to medical examinations by a licensed physician (selected by the Administrator) to establish his Total Disability at that time. The Member's refusal to submit to those examinations is sufficient grounds for the Administrator's determination that his Total Disability does not then exist. The Member's qualification for Social Security disability benefits is sufficient evidence of his Total Disability under this Plan. Notwithstanding the foregoing, effective for claims filed on and after January 1, 2002, Total Disability means the condition of a Member who is determined to be eligible for Social Security disability benefits by the Social Security Administration."

2. Subsection 5.2(b)(ii) of the Plan is hereby amended, effective as of January 1, 2003, in its entirety to read as follows:

"(ii) the amount of a Member's Elective Contributions is subject to the limits of Code ss.401(k) and Code ss.402(g) in effect for such taxable year, except to the extent permitted under Section 5.2(i) of the Plan and Code ss.414(v), if applicable;"

3. The second sentence of Section 5.2(c) of the Plan is hereby amended, effective as of January 1, 2003, to read as follows:

"The rate of Pay Reduction designated pursuant to the Member's Pay Reduction Agreement must be either a dollar amount per pay period or any whole percentage of Pay, provided that the amount designated is not less than one dollar per week nor more than 12% of the Member's rate of Pay, except to the extent permitted under Section 5.2(i) of the Plan, if applicable."

4. The last paragraph of Section 5.2(c) of the Plan is hereby amended, effective as of January 1, 2003, to read as follows:

"In addition, a Member's Elective Contributions made under this Plan or any other Tax-Qualified Plan maintained by the Employer or a Related Company may not exceed $7,000 (as adjusted for the cost of living under Code ss.415(d) in effect for the Plan Year or any changes enacted with respect to Code ss.ss. 402(g) or 415(d)), except to the extent permitted under Section 5.2(i) of the Plan and Code ss.414(v), if applicable."

5. Section 5 of the Plan is hereby amended, effective as of January 1, 2003, by adding a new Section 5.2(i) to read as follows:

"(i) Effective for Plan Years beginning on and after January 1, 2003, in accordance with procedures adopted by the Administrator, all Members who have attained age 50 before the close of a Plan Year shall be eligible to make catch-up contributions from 0% to 50% of Pay, in accordance with, and subject to the limitations of, Code ss.414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code ss.ss.402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code ss.ss. 401(k)(3), 410(b), and 416, as applicable, by reason of the making of such catch-up contributions."

6. The first sentence of Section 10.4(a) of the Plan is hereby amended, effective as of January 1, 2003, to read as follows:

"Except to the extent permitted under Section 5.2(i) of the Plan and Code ss.414(v), if applicable, the total Annual Additions credited to any Member's Plan Account for any Limitation Year may not exceed the lesser of that Year's Dollar Limit or Percentage Limit."

7. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed this 27th day of March, 2003.

PERRY DISTRIBUTORS, INC.

By: /s/ Robert B. Sari
   ---------------------------------
   Robert B. Sari
   Title: Senior Vice President
          and Secretary

Exhibit 4.16

AMENDMENT NUMBER TWO
TO THE
PERRY DISTRIBUTORS, INC. 401(K) PLAN

WHEREAS, Perry Distributors, Inc. ("Corporation") has the authority under the Perry Distributors, Inc. 401(k) Plan ("Plan") to amend the Plan in any respect at any time; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001 and has since been amended; and

WHEREAS, the Corporation now desires to amend the Plan, effective as of the date on which a Final Order (as defined in the Settlement Agreement) has been entered ("Amendment Effective Date"), to provide for certain special payments to the Plan, pursuant to the terms of the Settlement Agreement (hereinafter defined);

NOW, THEREFORE, effective as of the Amendment Effective Date, the Plan is hereby amended as follows:

1. A new Section 5.8 is added to Article V of the Plan, to read as follows:

"5.8 SETTLEMENT AGREEMENT CONTRIBUTIONS

Pursuant to the terms of the Settlement Agreement, and after the Effective Date of the Settlement Agreement, there shall be made, in addition to the contributions otherwise prescribed in this Article, a restorative payment to the Plan in the manner and the amount described in this Section.

(a) Definitions: For the purpose of this Section:

(1) the term "Settlement Agreement" means the Stipulation and Agreement of Settlement dated as of October 31, 2002, by and among State Street Bank and Trust Company; Robert Kolar, individually and as representative of the Plan and its participants and beneficiaries; Rite Aid Corporation; The Prudential Insurance Company of America and Prudential Securities, Inc.; and Frank Bergonzi, Thomas F. Foley, Richard Varmecky, Robert R. Souder, Dean Dell Antonia and Edwin E. Lilja;

(2) the term "Settlement Fund" means the separate fund that has been established pursuant to the terms of the Settlement Agreement, and

(3) the term "Effective Date of the Settlement Agreement" means the date as of which all preconditions to the effectiveness of the Settlement Agreement have been satisfied.

(b) There shall be transferred from the Settlement Fund a restorative payment to the Plan in such amount as is required under the Settlement Agreement. The amount so transferred shall be allocated among the Accounts (either existing or to be established) of all members of the Class (as defined in the Settlement Agreement) in accordance with the methodology prescribed therein. The allocations described in this Section 5.8(b) shall:

(1) for recordkeeping purposes, be commingled with Elective Contributions;

(2) be fully and immediately vested; and

(3) until such date as the Class member makes an effective and superseding election, be invested in accordance with the member's most recent investment election on file with the Plan on the date the restorative payment is received by the Plan, or, in the absence of such an election, be invested in such investment fund as is established under the Plan or under Plan procedures for any portion of the member's interest in the Plan for which he has failed to direct the investment in accordance with
Section 11.3."

2. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment to the Plan has been executed this 12th day of February, 2003.

PERRY DISTRIBUTORS, INC.

By: /s/ Robert B. Sari
    ----------------------------------
Title:  Vice President and Secretary

Exhibit 4.17

AMENDMENT
NO. 2
TO THE
PERRY DISTRIBUTORS, INC. 401(k) PLAN

WHEREAS, Perry Distributors, Inc. ("Company") maintains the Perry Distributors, Inc. 401(k) Plan; and

WHEREAS, the Company is authorized under Section 15.1 of the Plan to amend the Plan; and

WHEREAS, the Company desires to amend the Plan to coordinate its provisions with the appointment of The Northern Trust Company as Trustee for the Plan, The Northern Trust Company of Connecticut as the Named Fiduciary for the Plan and the Employee Benefits Administration Committee which will be responsible for certain plan administration and fiduciary matters (the "Appointments")

NOW, THEREFORE, the Plan is hereby amended, effective on the effective date of the Appointments, as follows:

1. Article 2 of the Plan is hereby amended by revising the definition of "Fund Document" to read:

"Fund Document" means any trust agreement with a trustee, group annuity contract with an insurance company or investment management agreement with an investment manager (as that term is defined in Section 3(38) of ERISA) entered into by the Sponsor or its designee and containing the terms and conditions under which the trustee, insurance company or investment manager is to hold, administer, invest or distribute any part or all of the Fund."

2. Section 1.5 of the Plan is hereby amended to read:

"1.5 Funding and the Fund Fiduciary. Plan benefits are to be paid out of the Fund established by the Sponsor and held by the Fund Fiduciary under the terms of the Fund Document associated with this Plan. "Fund Fiduciary" means any trustee, insurance company, custodian or investment manager (as that term is defined in Section 3(38) of ERISA) which may hold or direct the investment of the Plan assets under the terms of a Fund Document."

3. Section 12.4 of the Plan is hereby renumbered as 12.4(A) and a new section 12.4(B) is hereby added to read:

"12.4(B) Powers and Responsibility of the Employee Benefits Administration Committee ("EBAC").

Notwithstanding anything in the Plan to the contrary, EBAC has the authority and responsibility to undertake the following:

1) monitor compliance with the Plan's investment policies and address failures to comply with the policies;

2) manage and supervise the Trustee, including performance reviews;

3) act as the Plan Administrator for the Plan;

4) assume general fiduciary responsibility for the administration and operation of the Plan, except as is delegated to the Trustee and/or an Investment Manager (within the meaning of
Section 3(38) of ERISA;

5) arrange for an annual presentation to the Board of Directors of the Employer concerning compliance, investment performance and funding status for the Plan;

6) execute and adopt plan amendments as follows:

(1) to effect changes required under applicable law and nonmaterial ministerial matters; and

(2) to implement the actions of the EBAC taken in accordance with the delegation of authority given to it by the Employer.

Notwithstanding anything herein to the contrary, EBAC may establish its own operating policies and procedures which shall be deemed to be a part of the Plan."

4. Section 11.3(b)(ii) of the Plan is amended to read as follows:

(ii) Member Investment Designations

(A) Members may, at any time, subject to any procedures established by the Administrator (the Members' Direction Procedures), direct the Fund Fiduciary appointed to invest all of their Plan Accounts in specific assets, specific funds or other investments permitted under the Plan, or transfer such account balances, in whole or in part, at any time by notifying the Fund Fiduciary among such investments as permitted under the Plan. Such allocations and transfers may be made in any integral percentage from 0% to 100%. That portion of the interest of any Member so directing will thereupon be considered a Member's Directed Account.

The Fund Fiduciary shall be obligated to comply with Members' investment instructions except in the following limited circumstances:

(1) Implementation of the investment instructions by Members and Beneficiaries which would result in a prohibited transaction described in ERISA Section 406 or Section 4975 of the Code.

(2) Implementation of the investment instruction which would generate income that would be taxable to the Plan.

(3) Implementation of the investment instruction which:

(i) would not be in accordance with the documents and instruments governing the Plan insofar as such documents and instruments are consistent with the provisions of Title I of ERISA;

(ii) would cause a fiduciary to maintain the indicia of ownership of any assets of the Plan outside the jurisdiction of the district courts of the United States other than as permitted by Section 404(b) of ERISA and the regulations thereunder;

(iii) would jeopardize the Plan's tax qualified status under the Code;

(iv) could result in a loss in excess of a Member's or Beneficiary's account balance; or

(v) would result in a direct or indirect: ' (i) Sale, exchange, or lease of property between a Sponsor or any affiliate of the Sponsor and the Plan except for the acquisition or disposition of any interest in a fund, subfund or portfolio managed by a Sponsor or an affiliate of the Sponsor, or the purchase or sale of any qualifying employer security (as defined in Section 407(d)(5) of ERISA) which meets the condition of
Section 408(e) of ERISA and item
(iv) of this paragraph (A); (ii) Loan to a Sponsor or any affiliate of the Sponsor; (iii) Acquisition or sale of any employer real property (as defined in Section 407(d)(2) of ERISA); or (iv) Acquisition or sale of any employer security except to the extent that:

o such securities are qualifying employer securities (as defined in section 407(d)(5) of ERISA);

o such securities are publicly traded on a national exchange or other generally recognized market;

o such securities are traded with sufficient frequency and in sufficient volume to assure that Member and Beneficiary directions to buy or sell the security may be acted upon promptly and efficiently;

o information provided to shareholders of such securities is provided to Members and Beneficiaries with accounts holding such securities;

o voting, tender and similar rights with respect to such securities are passed through to Members and Beneficiaries with accounts holding such securities;

o information relating to the purchase, holding, and sale of securities, and the exercise of voting, tender and similar rights with respect to such securities by Members and Beneficiaries, is maintained in accordance with procedures which are designed to safeguard the confidentiality of such information ("Confidentiality Procedures"), except to the extent necessary to comply with Federal laws or state laws not preempted by ERISA; and

o the Sponsor designates a fiduciary who is responsible for ensuring that: the Confidentiality Procedures are sufficient to safeguard the confidentiality of the information described in the preceding subparagraph, such procedures are being followed, and an independent fiduciary is appointed to carry out activities relating to any situations which the fiduciary designated by the Sponsor determines involve a potential for undue employer influence upon Members and Beneficiaries with regard to the direct or indirect exercise of shareholder rights.

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

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

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

(C) The Administrator shall provide an explanation of the circumstances under which Members and their Beneficiaries may give investment instructions, which may include the following:

(1) the conveyance of instructions by the Members and their Beneficiaries to invest Member Directed Accounts in Directed Investments. "Directed Investment" means a specific investment that is available under the Plan and which may be acquired or disposed pursuant to the investment direction of a Member;

(2) the name, address and phone number of the Fund Fiduciary (and, if applicable, the person or persons designated by the Fund Fiduciary to act on its behalf) responsible for providing information to the Member or a Beneficiary upon request relating to the investments in Directed Investments;

(3) applicable restrictions on transfers to and from any Directed Investment;

(4) a description of any transaction fees and expenses which affect the balances in Member Directed Accounts in connection with the purchase or sale of Directed Investments; and

(5) general procedures for the dissemination of investment and other information relating to the Directed Investments as deemed necessary or appropriate, including but not limited to a description of the following:

(i) the investment vehicles available under the Plan, including specific information regarding any Directed Investment;

(ii) any designated investment managers; and

(iii) a description of the additional information which may be obtained upon request from the Fund Fiduciary designated to provide such information.

(D) Any information regarding investments available under the Plan, to the extent not described in any Member direction procedures, may be provided to the Member in one or more written documents.

(E) Consistent with ERISA Section 404(c), the following shall apply with respect to the investment by Members and Beneficiaries in qualifying employer securities as defined in Section 407(d)(5) of ERISA ("Employer Securities"):

(1) Information provided to shareholders of such Employer Securities shall be provided to Members and Beneficiaries with accounts holding such securities.

(2) Voting, tender and similar rights with respect to Employer Securities shall be passed through to Members and Beneficiaries with accounts holding such securities. The Trustee shall vote or tender or take other similar action with respect to such shares solely in accordance with written instructions furnished to it by each Member or Beneficiary. Shares, including fractional shares, for which instructions are not received by the Trustee shall be voted or tendered by the Trustee.

(3) Information relating to the purchase, holding, and sale of Employer Securities, and the exercise of voting, tender and similar rights with respect to such securities, by Members and Beneficiaries, shall be maintained in accordance with procedures which are designed to safeguard the confidentiality of such information, except to the extent necessary to comply with Federal laws or state laws not preempted by ERISA.

(4) The Trustee shall be the fiduciary who is responsible for (i) ensuring that any procedures used are sufficient to safeguard the confidentiality of the information described in paragraph 3, (ii) such procedures are being followed, and (iii) the independent fiduciary required by paragraph
(5), below, is appointed when necessary.

(5) An independent fiduciary shall be appointed to carry out activities relating to any situations which the fiduciary designated in accordance with paragraph 4, above, determines involve a potential for undue Employer influence upon Members and Beneficiaries with regard to the direct or indirect exercise of shareholder rights.

(F) Any voting, tender or similar rights which are incidental to an ownership interest in any investment offered under the Plan (other than Rite Aid Corporation common stock) shall not be passed through to Members holding an ownership interest in such investment."

IN WITNESS WHEREOF, this Amendment has been executed this 9th day of April 2003.

Perry Distributors, Inc.

By: /s/ Robert B Sari
    -----------------
Title: Vice President

Exhibit 4.18

AMENDMENT NO. 3
TO THE
PERRY DISTRIBUTORS, INC. 401(k) PLAN

WHEREAS, Perry Distributors, Inc. ("Company") maintains the Perry Distributors, Inc. 401(k) Plan; and

WHEREAS, the Company is authorized under Section 15.1 of the Plan to amend the Plan; and

WHEREAS, the Company desires to re-open the Rite Aid Corporation Stock Fund for new investments to members of the Plan on a limited basis so that (1) no more than 10% of a member's salary deferral contributions and loan repayments can be allocated to the Rite Aid Corporation Stock Fund and (2) member-directed transfers from other Plan investment funds to the Rite Aid Corporation Stock Fund will not be permitted; and

WHEREAS, the Company has authorized officers, including the undersigned officer, of the Rite Aid Corporation to determine the time at which it is appropriate to re-open the Rite Aid Corporation Stock Fund; and

WHEREAS, the Company further desires to clarify the parties who are authorized under the Plan to designate the investment alternatives available to members of the Plan.

NOW, THEREFORE, the Plan is hereby amended, effective May 27, 2003, as follows:

1. A new subparagraph (G) is added to Section 11.3(b)(ii) to read as follows:

"(G) The Plan has a Separate Investment Fund that invests primarily in the common stock of The Rite Aid Corporation ("Rite Aid Corporation Stock Fund" or the "Rite Aid Stock Fund"). The Employer, or its designee, shall have the authority to determine when to open the Rite Aid Stock Fund to investment by Members and on what basis. Notwithstanding any other provision of the Plan to the contrary, effective as of the date established by an authorized officer or officers (as so designated by the Board), a Member may allocate up to ten percent (10%) (but no more than ten percent) of such Member's Elective Contributions to the Rite Aid Stock Fund. No other contributions (except such prorata piece of any loan repayments that are invested in the same manner as salary deferral contributions) may be allocated to the Rite Aid Stock Fund. A Member may transfer funds from the Rite Aid Stock Fund to any other Separate Investment Fund under the Plan. Notwithstanding any other provision of the Plan to the contrary, no transfers are permitted to the Rite Aid Stock Fund from any other Separate Investment Fund under the Plan. The Employer may, by Plan amendment, modify the provisions of this subparagraph (G) of
Section 11.3(b)(ii)."

2. A new Section 11.3(c) is added to read as follows:

"(c) Selection of Separate Investment Funds. Notwithstanding any provision of the Plan to the contrary, the Employee Benefits Administration Committee shall have the responsibility for selecting the Separate Investment Funds offered to Members in the Plan, except (1) to the extent that the Employer delegates such responsibility to an institutional trustee or to an investment manager (within the meaning of Section 3(38) of ERISA) appointed by the Employer for that purpose or (2) with respect to the Rite Aid Stock Fund."

3. In all other respects, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed this 27th day of May, 2003.

Perry Distributors, Inc.

By:   /s/ Robert B. Sari
   -----------------------------
   Name:  Robert B. Sari
   Title: Senior Vice President,
          General Counsel and
          Secretary

Exhibit 4.19

AMENDMENT NUMBER FOUR
TO THE
PERRY DISTRIBUTORS, INC. 401(K) PLAN

(As Amended and Restated Effective as of January 1, 2001)

WHEREAS, Perry Distributors, Inc. (the "Corporation") has the authority under the Perry Distributors, Inc. 401(k) Plan (the "Plan") to amend the Plan; and

WHEREAS, the Plan was completely amended and restated effective January 1, 2001; and

WHEREAS, the Corporation now wishes to amend the Plan, effective as of January 1, 2003, to (i) permit employee elective deferral contributions up to 15% of compensation, and (ii) eliminate the Plan administrator's discretion in determining what constitutes financial hardship for a hardship distribution.

NOW THEREFORE, the Plan is hereby amended, effective as of January 1, 2003, as follows:

1. The second sentence of subsection 5.2(c) of the Plan is hereby amended to read as follows:

"The rate of Pay Reduction designated pursuant to the Member's Pay Reduction Agreement must be a whole percentage of Pay, provided that the amount designated is not more than 15% of the Member's rate of Pay."

2. Subsection 7.5(b) of the Plan is hereby amended by deleting paragraph
(iv) and by redesigning the succeeding paragraphs accordingly.

3. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed this 23rd day of May, 2003.

PERRY DISTRIBUTORS, INC.

By:   /s/ Robert B. Sari
   -----------------------------
   Name:  Robert B. Sari
   Title: Senior Vice President,
          General Counsel and
          Secretary

Exhibit 4.20

AMENDMENT NUMBER FIVE
TO THE
PERRY DISTRIBUTORS, INC. 401(K) PLAN

(As Amended and Restated Effective as of January 1, 2001)

WHEREAS, Perry Distributors, Inc. (the "Corporation") has the authority under the Perry Distributors, Inc. 401(k) Plan (the "Plan") to amend the Plan; and

WHEREAS, the Corporation now wishes to amend the Plan to (i) provide for a Plan loan program, (ii) amend the definitions of Pay and Test Pay under the Plan to correspond with Section 401(a) (17) of the Internal Revenue Code,
(iii) allow eligibility as soon as an individual meets the eligibility requirements and completes and files an enrollment form, and (iv) vest participants based on an elapsed time method of counting years of service, all to be effective retroactively in order to correct Plan document failures in conjunction with the submission of the Plan to the IRS in accordance with Revenue Procedure 2001-17 under the VCP program.

NOW, THEREFORE, effective as set forth herein the Plan is hereby amended as follows:

1. Effective as of November 1, 1997, Section 11.6 is amended in its entirety to read as follows:

"11.6 Member Loans: Loans to Members from the Fund shall be permitted as provided in this Section.

In accordance with any loan policy or procedures adopted by the Administrator, Plan loans to Members may be made under the following circumstances:

(a) loans will be made available to all Members from each Member's Plan Account on a reasonably equivalent basis;

(b) loans will not be made available to Members who are Highly Compensated Employees, officers, or shareholders in an amount greater than the amount made available to other Members;

(c) loans will bear a reasonable rate of interest;

(d) loans will be adequately secured;

(e) loans will provide for repayment over a reasonable period of time; and

(f) loans may not be made from the portion of the Member's Plan Account attributable to Employer Matching Contributions.

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

Up to two (2) outstanding loans shall be permitted for each Member at any given time. Provided, effective January 1, 2002, a Member is permitted to have only one (1) loan outstanding at a time, provided, however; that if, prior to January 1, 2002, a Member had more than one (1) Plan loan outstanding, the Member is permitted to continue such loans, but will not be permitted to take a new loan until all such loans have been repaid. For purposes of determining how many outstanding loans a Member has, a loan that is in default shall be considered outstanding.

Loans made pursuant to this Section when added to the outstanding balance of all other Plan loans made to the Member will be limited to the lesser of:

(i) $50,000 reduced by the excess (if any) of the highest outstanding balance of Plan loans to the Member during the one-year period ending on the day before the date on which such loan is made, over the outstanding balance of loans from the Plan to the Member on the date on which such loan was made; or

(ii) one-half (1/2) of the vested portion of the Member's Plan Account.

For purposes of this limit, all plans of the Employer shall be considered one plan.

Anything herein to the contrary notwithstanding, loans shall not be made to any owner-employee.

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

2. Effective as of November 1, 1996, the definition of "Pay" in Section 5.1 is hereby amended by adding the following new language to the end thereof:

"Effective November 1, 1996, Pay in excess of $150,000 shall be disregarded. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section
401(a)(17), provided, that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within such calendar year. For any short Plan Year the Pay limit shall be an amount equal to the Pay limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve
(12). Effective November 1, 1997, Pay of family members will not affect application of this limit."

3. Effective as of November 1, 1997, Section 3.3(a) is hereby amended in its entirety to read as follows:

"(a) Enrollment: Effective November 1, 1997, an Employee will automatically be enrolled as an Active Member as soon as practicable following his attainment of Eligibility Status after he files a valid Pay Reduction Agreement (and any other enrollment forms required by the Plan Administrator) with the Administrator."

4. Effective as of November 1, 1997, Section 4.3(c) is hereby amended in its entirety to read as follows:

"(c) Vesting Service Credit: "Vesting Service" means the credit used in determining an Employee's entitlement to Plan benefits after he becomes a Member. Effective November 1, 1997, Vesting Service Credits are calculated using the "elapsed time" method described in Section 4.4."

5. Effective as of November 1, 1997, Section 4.4 is hereby amended by adding the following language to the end thereof to read as follows:

"Vesting Service Credit: Notwithstanding the foregoing, Effective November 1, 1997, Service Credits for purposes of determining Vesting Service shall be determined using the "elapsed time" method, in accordance with treasury regulation 1.410(a)-7, as follows:

An Employee shall receive Service Credit for all Periods of Service. "Period of Service" means the aggregate of all periods commencing with the Employee's first day of employment or reemployment with the Employer or a Related Company and ending on the date the Employee quits, is discharged, retires or dies, or if the Employee is absent for any other reason, the first anniversary of the first date of such absence. The first day of employment or reemployment is the first day the Employee performs an Hour of Service. An Employee will also receive credit for any Period of Severance of less than 12 consecutive months. Fractional periods of a year will be expressed in terms of days. A "Period of Severance" means a continuous period of time during which the Employee is not employed by the Employer or a Related Company. Such period begins on the date the Employee retires, quits or is discharged, or if earlier, the first anniversary of the first date on which the Employee was otherwise first absent from service. In the case of an individual who is absent from work for maternity or paternity reasons, the 12-consecutive month period beginning on the first anniversary of the first day of such absence shall not constitute a Period of Severance; however, this period shall not constitute a year of Vesting Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the pregnancy of the individual, (b) by reason of the birth of a child of the individual, (c) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement."

6. Effective as of November 1, 1996, the definition of "Test Pay" in Section 2.1 is hereby amended by adding the following new language to the end thereof:

"Effective November 1, 1996, Test Pay shall not exceed $150,000, adjusted for increases in the cost of living in accordance with Code Section 401(a)(17); any dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within such calendar year. Effective November 1, 1997, compensation of family members will not affect application of this limit."

7. In all other respects, the provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed this 27th day of May, 2003.

PERRY DISTRIBUTORS, INC.

By:   /s/ Robert B. Sari
   -----------------------------
   Name:  Robert B. Sari
   Title: Senior Vice President,
          General Counsel and
          Secretary