RUBY TUESDAY, INC.
     SALARY DEFERRAL PLAN


     THIS INDENTURE is made on the 9th day of April, 2001, by Ruby Tuesday,
Inc., a corporation duly organized and existing under the laws of the State of
Georgia (hereinafter called the "Primary Sponsor").


     W I T N E S S E T H:


     WHEREAS, the Primary Sponsor established by indenture dated June 1, 1968,
the Morrison Employees Retirement Savings Trust (the "Plan"), which was last
amended and restated, as the Morrison Restaurants Inc. Salary Deferral Plan, by
indenture dated December 31, 1993; and


     WHEREAS, the Primary Sponsor now wishes to amend and restate the Plan
primarily to comply with and make changes permitted by the provisions of the
Small Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997;
and


     WHEREAS, the Plan is intended to be a profit sharing plan within the
meaning of Treasury Regulations Section 1.401-1(b)(1)(ii) and also contains a
cash or deferred arrangement as described in Section 401(k) of the Internal
Revenue Code of 1986; and


     WHEREAS, the provisions of the Plan, as amended and restated herein, shall
apply to Plan Years beginning after January 1, 1997, except to the extent the
provisions are required to apply at an earlier date or to any other members to
comply with applicable law;


     NOW, THEREFORE, the Primary Sponsor does hereby amend and restate the Plan
in its entirety, generally effective as of January 1, 1997, except as otherwise
provided herein, to read as follows:










RUBY TUESDAY, INC.
SALARY DEFERRAL PLAN
                                                                            Page

SECTION 1         DEFINITIONS................................................1

SECTION 2         ELIGIBILITY................................................9

SECTION 3         CONTRIBUTIONS.............................................10

SECTION 4         ALLOCATIONS...............................................12

SECTION 5         INVESTMENT FUNDS AND INVESTMENTS OF TRUST ASSETS..........12

SECTION 6         PLAN LOANS................................................13

SECTION 7         HARDSHIP WITHDRAWALS......................................15

SECTION 8         PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT..........17

SECTION 9         PAYMENT OF BENEFITS ON RETIREMENT.........................18

SECTION 10        DEATH BENEFITS............................................19

SECTION 11        GENERAL RULES ON DISTRIBUTIONS............................19

SECTION 12        ADMINISTRATION OF THE PLAN................................21

SECTION 13        CLAIM REVIEW PROCEDURE....................................24

SECTION 14        INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS............25

SECTION 15        PROHIBITION AGAINST DIVERSION.............................26

SECTION 16        LIMITATION OF RIGHTS......................................27

SECTION 17        AMENDMENT TO OR TERMINATION OF THE PLAN AND THE TRUST.....27

SECTION 18        ADOPTION OF PLAN BY AFFILIATES............................28

SECTION 19        QUALIFICATION AND RETURN OF CONTRIBUTIONS.................29

SECTION 20        SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934.............29

SECTION 21        INCORPORATION OF SPECIAL LIMITATIONS......................30

APPENDIX A        LIMITATION ON ALLOCATIONS................................A-1

APPENDIX B        TOP-HEAVY PROVISIONS.....................................B-1

APPENDIX C        SPECIAL NONDISCRIMINATION RULES..........................C-1











30

SECTION 1

DEFINITIONS
     Wherever used herein, the masculine pronoun shall be deemed to include the
feminine, and the singular to include the plural, unless the context clearly
indicates otherwise and the following words and phrases shall, when used herein,
have the meanings set forth below:

     1.1 "Account" means a Participant's aggregate balance in the following
accounts, as adjusted pursuant to the Plan as of any given date:

     (a)  "Employee  Deferred  Account"  which  shall  reflect  a  Participant's
interest in contributions made by a Plan Sponsor under Plan Section 3. 1.

     (b) "Company Matching Account" which shall reflect a Participant's interest
in matching contributions made by a Plan Sponsor under Plan Section 3.2.

     (c) "Voluntary Contribution Account" which shall reflect a Participant's
interest in Voluntary Contributions made by a Participant to the Fund pursuant
to Plan Section 3.3.

     (d)  "Rollover  Account"  which shall reflect a  Participant's  interest in
Rollover Amounts.

In addition, the Plan Administrator shall allocate the interest of a Participant
in any funds transferred to the Plan in a trust-to-trust transfer (other than
Rollover Amounts) or pursuant to the merger of another tax-qualified retirement
plan with the Plan among the above accounts as the Plan Administrator determines
best reflects the interest of the Participant or among such other accounts as
the Plan Administrator may establish from time to time.

     1.2 "Affiliate" means (a) any corporation which is a member of the same
controlled group of corporations (within the meaning of Code Section 414(b)) as
is a Plan Sponsor, (b) any other trade or business (whether or not incorporated)
under common control (within the meaning of Code Section 414(c)) with a Plan
Sponsor, (c) any other corporation, partnership or other organization which is a
member of an affiliated service group (within the meaning of Code Section
414(m)) with a Plan Sponsor, and (d) any other entity required to be aggregated
with a Plan Sponsor pursuant to regulations under Code Section 414(o).
Notwithstanding the foregoing, for purposes of applying the limitations set
forth in Appendix A and for purposes of determining Annual Compensation under
Appendix A, the references to Code Sections 414(b) and (c) above shall be as
modified by Code Section 415(h).

1.3 "Annual Compensation" means, effective June 1, 2001, an Employee's wages,
salaries, fees for professional services, and other amounts received (without
regard to whether or not an amount is paid in cash) for personal services
actually rendered in the course of employment with a Plan Sponsor and its
Affiliates during a Plan Year to the extent that the amounts are includible in
gross income (to the extent contemplated by Treasury Regulations Section
1.415-2(d)(2), but limited to the extent contemplated by Treasury Regulations
Section 1.415-2(d)(3) (including amounts realized from the exercise of
non-qualified stock options)), to the extent not in excess of the Annual
Compensation Limit for all purposes under the Plan except for purposes of
determining who are Highly Compensated Employees. Notwithstanding the above,
Annual Compensation shall be determined as follows:

     (a) (1) for purposes of determining, with respect to each Plan Sponsor, the
amount of contributions made by or on behalf of an Employee under Plan Section 3
and allocations under Plan Section 4, and

     (2) for purposes of applying the provisions of Appendix C hereto for such
Plan Years as the Secretary of the Treasury may allow, Annual Compensation shall
only include amounts received for the portion of the Plan Year during which the
Employee was a Participant;

     (b) for all purposes under the Plan, Annual Compensation shall not include
reimbursements or other expense allowances, fringe benefits (cash and noncash),
moving expenses, deferred compensation, and welfare benefits;

     (c) in determining the amount of contributions under Plan Section 3 and
allocations under Plan Section 4 made by or on behalf of an Employee, Annual
Compensation shall include tip income only to the extent of the greater of (1)
the amount actually reported by the Employee to the Plan Sponsor, or (2) the
amount the Plan Sponsor is required to report in accordance with Code Section
6053(c);

     (d) for all purposes under the Plan, except as provided in Subsection (e)
of this Section, Annual Compensation shall include any amount which would have
been paid during a Plan Year, but was contributed by a Plan Sponsor on behalf of
an Employee pursuant to a salary reduction agreement which is not includable in
the gross income of the Employee under Code Section 125, 402(g)(3), or 457; and

(e) effective until December 31, 1997, for purposes of applying the annual
addition limits in Appendix A, Annual Compensation shall not include the amounts
described in Subsection (d).

     1.4 "Annual Compensation Limit" means, effective January 1, 2000, $170,000,
which amount may be adjusted in subsequent Plan Years based on changes in the
cost of living as announced by the Secretary of the Treasury.

     1.5 "Beneficiary" means the person or trust that a Participant designated
most recently in writing to the Plan Administrator; provided, however, that if
the Participant has failed to make a designation, no person designated is alive,
no trust has been established, or no successor Beneficiary has been designated
who is alive, the term "Beneficiary" means (a) the Participant's spouse or (b)
if no spouse is alive, the Participant's surviving children, or (c) if no
children are alive, the Participant's parent or parents, or (d) if no parent is
alive, the Participant's estate. Notwithstanding the preceding sentence, the
spouse of a married Participant shall be his Beneficiary unless that spouse has
consented in writing to the designation by the Participant of some other person
or trust and the spouse's consent acknowledges the effect of the designation and
is witnessed by a notary public or a Plan representative. A Participant may
change his designation at any time. However, a Participant may not change his
designation without further consent of his spouse under the terms of the
preceding sentence unless the spouse's consent permits designation of another
person or trust without further spousal consent and acknowledges that the spouse
has the right to limit consent to a specific beneficiary and that the spouse
voluntarily relinquishes this right. Notwithstanding the above, the spouse's
consent shall not be required if the Participant establishes to the satisfaction
of the Plan Administrator that the spouse cannot be located, if the Participant
has a court order indicating that he is legally separated or has been abandoned
(within the meaning of local law) unless a "qualified domestic relations order"
(as defined in Code Section 414(p)) provides otherwise, or if there are other
circumstances as the Secretary of the Treasury prescribes. If the spouse is
legally incompetent to give consent, consent by the spouse's legal guardian
shall be deemed to be consent by the spouse. If, subsequent to the death of a
Participant, the Participant's Beneficiary dies while entitled to receive
benefits under the Plan, the successor Beneficiary, if any, or the Beneficiary
listed under Subsection (a) or, if no spouse is alive, Subsection (d) shall be
the Beneficiary.

     1.6  "Board  of  Directors"  means the Board of  Directors  of the  Primary
Sponsor.

     1.7 "Break in Service" means the failure of an Employee, in connection with
a termination of employment other than by reason of death or attainment of a
Retirement Date, to complete more than 500 Hours of Service in any Plan Year.

     1.8 "Code" means the Internal Revenue Code of 1986, as amended.

     1.9 "Company Stock" means shares of any class of stock issued by the
Primary Sponsor or any Affiliate and constituting "qualifying employer
securities" within the meaning of ERISA Section 407(d)(3).

     1.10 "Deferral Amount" means a contribution of a Plan Sponsor on behalf of
a Participant pursuant to Plan Section 3.1.

     1.11 "Direct Rollover" means a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

     1.12 "Disability" means a disability of a Participant within the meaning of
Code Section 72(m)(7), to the extent that the Participant is, or would be,
entitled to disability retirement benefits under the federal Social Security Act
or to the extent that the Participant is entitled to recover benefits under any
long term disability plan or policy maintained by the Plan Sponsor. The
determination of whether or not a Disability exists shall be determined by the
Plan Administrator and shall be substantiated by competent medical evidence.

     1.13 "Distributee" means 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.

     1.14 "Elective  Deferrals"  means,  with respect to any taxable year of the
Participant, the sum of

     (a) any Deferral Amounts;
     (b) any contributions made by or on behalf of a Participant under any other
qualified cash or deferred arrangement as defined in Code Section 401(k),
whether or not maintained by a Plan Sponsor, to the extent such contributions
are not or would not, but for Code Section 402(g)(1) be included in the
Participant's gross income for the taxable year; and

     (c) any other contributions made by or on behalf of a Participant  pursuant
to Code Section 402(g)(3).

     1.15 "Eligibility Service" means, effective June 1, 2001, a
six-consecutive-month period beginning on the date on which the Employee first
performs an Hour of Service upon his employment or reemployment with the Plan
Sponsor.

     1.16 "Eligible Employee" means any Employee of a Plan Sponsor other than an
Employee who is (a) covered by a collective bargaining agreement between a union
and a Plan Sponsor, provided that retirement benefits were the subject of good
faith bargaining, unless the collective bargaining agreement provides for
participation in the Plan, (b) a leased employee within the meaning of Code
Section 414(n)(2), (c) deemed to be an Employee of a Plan Sponsor pursuant to
regulations under Code Section 414(o), or (d) a Highly Compensated Employee. A
Participant who is first identified as a Highly Compensated Employee with
respect to a Plan Year shall cease to be an Eligible Employee as soon as that
identification can reasonably be made following the first day of that Plan Year.
In addition, no person who is initially classified by a Plan Sponsor as an
independent contractor for federal income tax purposes shall be regarded as an
Eligible Employee for that period, regardless of any subsequent determination
that any such person should have been characterized as a common law employee of
the Plan Sponsor for the period in question.

     1.17 "Eligible Retirement Plan" means 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.

     1.18 "Eligible Rollover Distribution" means any distribution of all or any
portion of the Distributee's Account, 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 includable in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities); and, effective for distributions made after December 31,
1999, any distribution of amounts described in Treasury Regulations Section
1.401(k)-1(d)(2)(ii).

     1.19 "Employee" means any person who is (a) a common law employee of a Plan
Sponsor or an Affiliate, (b) a leased employee within the meaning of Code
Section 414(n)(2) with respect to a Plan Sponsor, or (c) deemed to be an
employee of a Plan Sponsor pursuant to regulations under Code Section 414(o).

     1.20 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
     1.21 "Fiduciary" means each Named Fiduciary and any other person who
exercises or has any discretionary authority or control regarding management or
administration of the Plan, any other person who renders investment advice for a
fee or has any authority or responsibility to do so with respect to any assets
of the Plan, or any other person who exercises or has any authority or control
respecting management or disposition of assets of the Plan.

     1.22 "Fund" means the amount at any given time of cash and other property
held by the Trustee pursuant to the Plan.

     1.23 "Highly Compensated Employee" means, with respect to a Plan Year, each
Employee who:

     (a) was at any time during the Plan Year or the immediately preceding Plan
Year an owner of more than five percent (5%) of the outstanding stock of a Plan
Sponsor or Affiliate or more than five percent (5%) of the total combined voting
power of all stock of a Plan Sponsor or Affiliate; or

     (b) received Annual Compensation in excess of $85,000 during the
immediately preceding Plan Year ($80,000 for immediately preceding Plan Years
beginning on or prior to January 1, 1999), which amount shall be adjusted for
changes in the cost of living as provided in regulations issued by the Secretary
of the Treasury and was in the top-paid group of employees for such preceding
year.

     (c) is a former Employee who met the requirements of Subsection (a) or (b)
at the time the former Employee separated from service with the Plan Sponsor or
an Affiliate or at any time after the former Employee attained age 55.

     Pursuant to Code Section 414(q)(3), an Employee is in the top-paid group
for any year if an Employee is in the group consisting of the top twenty percent
(20%) of Employees of the Plan Sponsor ranked on the basis of Annual
Compensation paid to Employees during such year (the "top-paid group"). For
purposes of this Section, an Employee (who is not a five percent (5%) owner) who
has Annual Compensation in excess of the applicable dollar limit is not a Highly
Compensated Employee if the Employee is not in the top-paid group.

     1.24 "Hour of Service" means:

     (a) Each hour for which an Employee is paid, or entitled to payment, for
the performance of duties for a Plan Sponsor or any Affiliate during the
applicable computation period, and such hours shall be credited to the
computation period in which the duties are performed;

     (b) Each hour for which an Employee is paid, or entitled to payment, by a
Plan Sponsor or any Affiliate on account of a period of time during which no
duties are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence;

     (c) Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by a Plan Sponsor or any Affiliate, and such hours
shall be credited to the computation period or periods to which the award or
agreement for back pay pertains rather than to the computation period in which
the award, agreement or payment is made; provided, that the crediting of Hours
of Service for back pay awarded or agreed to with respect to periods described
in Subsection (b) of this Section shall be subject to the limitations set forth
in Subsection (f);

     (d) Solely for purposes of determining whether a Break in Service has
occurred, each hour during any period that the Employee is absent from work (1)
by reason of the pregnancy of the Employee, (2) by reason of the birth of a
child of the Employee, (3) by reason of the placement of a child with the
Employee in connection with the adoption of the child by the Employee, or (4)
for purposes of caring for such child for a period immediately following its
birth or placement shall be credited (A) only in the computation period in which
the absence from work begins, if the Employee would be prevented from incurring
a Break in Service in that year solely because of that credit, or (B), in any
other case, in the next following computation period;

     (e) Without duplication of the Hours of Service counted pursuant to
Subsection (d) hereof and solely for such purposes as required pursuant to the
Family and Medical Leave Act of 1993 and the regulations thereunder (the
"FMLA"), each hour (as determined pursuant to the FMLA) for which an Employee is
granted leave under the FMLA (1) for the birth of a child, (2) for placement
with the Employee of a child for adoption or foster care, (3) to care for the
Employee's spouse, child or parent with a serious health condition, or (4) for a
serious health condition that makes the Employee unable to perform the functions
of the Employee's job;

     (f) The Plan Administrator shall credit Hours of Service in accordance with
the provisions of Section 2530.200b-2(b) and (c) of the U.S. Department of Labor
Regulations or such other federal regulations as may from time to time be
applicable and determine Hours of Service from the employment records of a Plan
Sponsor or in any other manner consistent with regulations promulgated by the
Secretary of Labor, and shall construe any ambiguities in favor of crediting
Employees with Hours of Service. Notwithstanding any other provision of this
Section, in no event shall an Employee be credited with more than 501 Hours of
Service during any single continuous period during which he performs no duties
for the Plan Sponsor or Affiliate; and

     (g) In the event that a Plan Sponsor or an Affiliate acquires substantially
all of the assets of another corporation or entity or a controlling interest of
the stock of another corporation or merges with another corporation or entity
and is the surviving entity, then service of an Employee who was employed by the
prior corporation or entity and who is employed by the Plan Sponsor or an
Affiliate at the time of the acquisition or merger shall be counted in the
manner provided, with the consent of the Primary Sponsor, in resolutions adopted
by the Plan Sponsor which authorizes the counting of such service.

     1.25 "Investment Committee" means a committee, which may be established to
direct the Trustee with respect to investments of the Fund.

     1.26 "Investment Fund" means individual subfunds of the Fund as may be
established by the Plan Administrator from time to time for the investment of
the Fund.

     1.27 "Investment Manager" means a Fiduciary, other than the Trustee, the
Plan Administrator, or a Plan Sponsor, who may be appointed by the Primary
Sponsor:

     (a) who has the power to manage,  acquire,  or dispose of any assets of the
Fund or a portion thereof; and

     (b) who

     (1) is registered as an investment  adviser under the  Investment  Advisers
Act of 1940;

     (2) is a bank as defined in the Investment Advisers Act of 1940; or

     (3) is an  insurance  company  qualified to perform  services  described in
Subsection
     (a) above under the laws of more than one state; and

     (c) who has  acknowledged in writing that he is a Fiduciary with respect to
the Plan.

     1.28 "Named Fiduciary" means only the following:

        (a) the Plan Administrator;
        (b) the Trustee;
        (c) the Investment Committee;
        and (d) the Investment Manager.

     1.29 "Normal Retirement Age" means age 65.

     1.30 "Participant" means any Employee or former Employee who has become a
participant in the Plan for so long as his vested Account has not been fully
distributed pursuant to the Plan.

     1.31 "Plan Administrator" means the organization or person designated to
administer the Plan by the Primary Sponsor and, in lieu of any such designation,
means the Primary Sponsor.

     1.32 "Plan Sponsor" means individually the Primary Sponsor and any
Affiliate or other entity which has adopted the Plan and Trust.

     1.33 "Plan Year" means the calendar year.

     1.34 "Retirement Date" means the date on which the Participant terminates
employment on or after (a) attaining Normal Retirement Age or (b) becoming
subject to a Disability.

     1.35 "Rollover Amount" means any amount transferred to the Fund by a
Participant, which amount qualifies as an Eligible Rollover Distribution under
Code Section 402(c)(4), or for rollover treatment under Code Sections 403(a)(4)
or 408(d)(3)(A)(ii), and any regulations issued thereunder.

     1.36 "Termination of Employment" means the termination of employment of an
Employee from all Plan Sponsors and Affiliates for any reason other than death
or attainment of a Retirement Date. Any absence from active employment of the
Plan Sponsor and Affiliates by reason of an approved leave of absence shall not
be deemed for any purpose under the Plan to be a Termination of Employment.
Transfer from an Employee from one Plan Sponsor to another Plan Sponsor or to an
Affiliate shall not be deemed for any purpose under the Plan to be a Termination
of Employment. In addition, transfer of an Employee to another employer in
connection with a corporate transaction involving a sale of assets, merger or
sale of stock, shall not be deemed to be a Termination of Employment, for
purposes of the timing of distributions under Plan Section 8.1, if the employer
to which such Employee is transferred agrees with the Plan Sponsor to accept a
transfer of assets from the Plan to its tax-qualified plan in a trust-to-trust
transfer meeting the requirements of Code Section 414(l). If the employer to
which such Employee is transferred does not agree to accept a transfer of assets
from the Plan to its tax-qualified Plan, Plan Section 8.5 is applicable in the
event that such Termination of Employment is not a distributable event under
Code Section 401(k)(10)(A).

     1.37 "Trust" means the trust established under an agreement between the
Primary Sponsor and the Trustee to hold the Fund or any successor agreement.

     1.38 "Trustee" means the trustee under the Trust.

     1.39 "Valuation Date" means each regular business day or any other day
which the Plan Administrator declares to be a Valuation Date.

     1.40 "Voluntary Contribution" means a non-deductible contribution to the
Fund made by the Participant pursuant to Section 3.3.

     1.41 "Year of Service" means each Plan Year during which a Participant  has
completed no less than 1,000 Hours of Service.  Notwithstanding  the  foregoing,
any  individual  who was an employee of Morrison  Restaurants  Inc.  immediately
prior to the effective date of the distributions by Morrison Restaurants Inc. to
its stockholders of all of the outstanding shares of common stock, respectively,
of Morrison Fresh Cooking,  Inc. and Morrison Health Care, Inc., but who did not
continue  in  the  employ  of  Ruby  Tuesday,   Inc.   immediately   after  such
distributions,  shall not be given credit for any Year of Service with  Morrison
Restaurants  Inc.   completed  on  or  prior  to  the  effective  date  of  such
distributions.

SECTION 2
ELIGIBILITY

     2.1 Each Eligible Employee shall become a Participant as of the first day
of the first payroll period coinciding with or next following the later of the
date he (a) completes his Eligibility Service or (b) attains age 21.

     2.2 Each individual who was a Participant on December 31, 1996 shall
continue to be a Participant as of January 1, 1997.

     2.3 Each former Participant who is reemployed by a Plan Sponsor shall
become a Participant as of the date of his reemployment as an Eligible Employee.

     2.4 Each former Employee who completes his Eligibility Service but
terminates employment with a Plan Sponsor before becoming a Participant shall
become a Participant as of the latest of the date he (a) is reemployed, (b)
would have become a Participant if he had not incurred a Termination of
Employment, or (c) becomes an Eligible Employee.

     2.5 Solely for the purpose of contributing a Rollover Amount to the Plan,
an Eligible Employee who has not yet become a Participant pursuant to any other
provision of this Section 2 shall become a Participant as of the date on which
the Rollover Amount is contributed to the Plan.

     2.6 In the event that an individual becomes an Eligible Employee of a Plan
Sponsor by reason of (a) an acquisition by the Plan Sponsor of substantially all
of the assets of a trade or business or a controlling interest in the ownership
interests of another entity; or (b) a merger of the individual's prior employer
with and into the Plan Sponsor, then any such individual who becomes an Eligible
Employee may become a Participant on any earlier date than otherwise provided
hereinabove, in the manner and subject to such conditions, if any, provided in
resolutions adopted by the Plan Sponsor.

SECTION 3
CONTRIBUTIONS

     3.1 (a) Deferral Amounts. The Plan Sponsor shall make a contribution to the
Fund on behalf of each Participant who is an Eligible Employee and has elected
to defer a portion of Annual Compensation otherwise payable to him for the Plan
Year and to have such portion contributed to the Fund. The election must be made
before the Annual Compensation is payable and may only be made pursuant to an
agreement between the Participant and the Plan Sponsor which shall be in such
form and subject to such rules and limitations as the Plan Administrator may
prescribe and shall specify the percentage of Annual Compensation that the
Participant desires to defer and to have contributed to the Fund. Once a
Participant has made an election for a Plan Year, the Participant may revoke or
modify his election to increase or reduce the rate of future deferrals, as
provided in the administrative procedures provided by the Plan Administrator.
The contribution made by a Plan Sponsor on behalf of a Participant under this
Section 3.1 shall be in an amount equal to the amount specified in the
Participant's deferral agreement, but not less than two percent (2%) nor greater
than ten percent (10%) of the Participant's Annual Compensation. The Plan
Administrator shall revoke as soon as administratively practicable any election
in effect pursuant to this Section 3.1(a) with respect to a Participant who is
identified as a Highly Compensated Employee for a Plan Year.

     (b) Limits on Deferral Amounts. Elective Deferrals shall in no event exceed
$10,500 (for 2001) in any one taxable year of the Participant, which amount
shall be adjusted for changes in the cost of living as provided by the Secretary
of the Treasury. In the event the amount of Elective Deferrals exceeds $10,500
(for 2001) as adjusted, in any one taxable year then, (1) not later than the
immediately following March 1, the Participant may designate to the Plan the
portion of the Participant's Deferral Amount which consists of excess Elective
Deferrals, and (2) not later than the immediately following April 15, the Plan
may distribute the amount designated to it under Paragraph (1) above, as
adjusted to reflect income, gain, or loss attributable to it through the end of
the Plan Year, and reduced by any "Excess Deferral Amounts," as defined in
Appendix C hereto, previously distributed or recharacterized with respect to the
Participant for the Plan Year beginning with or within that taxable year. The
payment of the excess Elective Deferrals, as adjusted and reduced, from the Plan
shall be made to the Participant without regard to any other provision in the
Plan. In the event that a Participant's Elective Deferrals exceed $10,500 (for
2001), as adjusted, in any one taxable year under the Plan and other plans of
the Plan Sponsor and its Affiliates, the Participant shall be deemed to have
designated for distribution under the Plan the amount of excess Elective
Deferrals, as adjusted and reduced, by taking into account only Elective
Deferral amounts under the Plan and other plans of the Plan Sponsor and its
Affiliates.

     3.2 (a) Each Plan Sponsor proposes to make contributions to the Fund with
respect to each Plan Year on behalf of each Participant who is an Eligible
Employee in an amount equal to (i) twenty percent (20%) of the Participant's
Annual Compensation deferred by the Participant pursuant to Plan Section 3.1 in
the case of a Participant who has completed at least three (3) Years of Service
but fewer than ten (10) Years of Service; (ii) thirty percent (30%) of the
Participant's Annual Compensation deferred by the Participant pursuant to Plan
Section 3.1 in the case of a Participant who has completed at least ten (10)
Years of Service but fewer than twenty (20) Years of Service; and (iii) forty
percent (40%) of the Participant's Annual Compensation deferred by the
Participant pursuant to Plan Section 3.1 in the case of a Participant who has
completed at least twenty (20) Years of Service. Plan Sponsor contributions made
pursuant to this Section 3.2 may be made in cash or in kind, including shares of
Company Stock, at the discretion of the Plan Sponsor. Unless the Primary Sponsor
directs otherwise, the Trustee shall use Plan Sponsor matching contributions
made in cash to acquire shares of Company Stock that are issued and outstanding.
The Primary Sponsor may request the Trustee to acquire the necessary shares by
purchasing newly issued shares of Company Stock or shares of Company Stock held
as treasury shares.

     (b) In the case of a Participant who is identified as a Highly Compensated
Employee during a Plan Year, the Plan Sponsor proposes to make a matching
contribution on behalf of such Highly Compensated Employee, in lieu of any
contribution on behalf of such Highly Compensated Employee under Section 3.2(a),
in an amount equal to twenty percent (20%) of the Highly Compensated Employee's
Annual Compensation contributed to the Participant's Employee Deferred Account
pursuant to Section 3.1, regardless of the Participant's Years of Service.

     (c) For purposes of determining the amount of matching contributions to be
credited to a Participant's Company Matching Account, all or a portion of a
Participant's years of employment with a predecessor employer may be counted if
the Participant became an Eligible Employee of a Plan Sponsor by reason of (i)
an acquisition by the Plan Sponsor of substantially all of the assets of a trade
or business or a controlling interest in the ownership interests of another
entity; or (ii) a merger of the individual's prior employer with and into the
Plan Sponsor; in the manner and subject to such conditions, if any, provided in
resolutions adopted by the Plan Sponsor.

     3.3 Subject to such rules and limitations as the Plan Administrator may
from time to time prescribe, each Participant who is an Eligible Employee may
contribute as a Voluntary Contribution to the Fund an amount of his Annual
Compensation not in excess of ten percent (10%) of the Participant's Annual
Compensation for the Plan Year. Voluntary Contributions shall be made to the
Fund through regular payroll deductions or in such other manner as shall be
agreed upon by each Participant and the Plan Administrator. The Plan
Administrator may, at any time, suspend the making of any further Voluntary
Contributions. The Plan Administrator shall revoke as soon as practicable any
election in effect pursuant to this Section 3.3 with respect to a Participant
who is identified as a Highly Compensated Employee with respect to the Plan
Year.

     3.4 Any Eligible Employee may, with the consent of the Plan Administrator
and subject to such rules and conditions as the Plan Administrator may
prescribe, transfer a Rollover Amount to the Fund.

     3.5 Contributions may be made only in cash or other property which is
acceptable to the Trustee. In no event will the sum of contributions under Plan
Sections 3.1 and 3.2 exceed the deductible limits under Code Section 404.

     3.6 Effective December 12, 1994, notwithstanding any provision of the Plan
to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Code.

     3.7 Notwithstanding any provision of the Plan to the contrary, the Plan
Sponsor may make corrective distributions or allocations as required to comply
with any program provided pursuant to the Employee Plans Compliance Resolution
System (or any successor program as may established by the Internal Revenue
Service).

SECTION 4
ALLOCATIONS

     4.1 As soon as reasonably practicable following the date of withholding by
the Plan Sponsor, if applicable, and receipt by the Trustee, Plan Sponsor
contributions made on behalf of each Participant under Plan Sections 3.1 and
3.2, and Voluntary Contributions and Rollover Amounts contributed by the
Participant, shall be allocated to the Employee Deferred Account, Company
Matching Account, Voluntary Contribution Account and Rollover Account,
respectively, of the Participant on behalf of whom the contributions were made.

     4.2 As of each Valuation Date, the Trustee shall allocate the net income or
net loss of each Investment Fund to each Account in the proportion that the
value of the Account as of the Valuation Date bears to the value of all Accounts
invested in that Investment Fund as of the Valuation Date.

SECTION 5
INVESTMENT FUNDS AND INVESTMENTS OF TRUST ASSETS

     5.1 Until such time as the Plan Administrator may direct otherwise, each
Participant may direct the Plan Administrator to invest contributions to his
Account, other than the Company Matching Account, in one or more Investment
Funds as the Participant shall designate by providing notice to the Plan
Administrator according to the procedures established by the Plan Administrator
for that purpose.

     (a) All investment directions of contributions shall be made in such
multiples as prescribed by the Plan Administrator. Participants may change the
investment of contributions to their Accounts in accordance with the procedures
established by the Plan Administrator. New investment directions shall be
effective as of the date that such directions are processed by the Plan
Administrator in accordance with the procedures established for such purpose.

     (b) An investment direction, once given, shall be deemed to be a continuing
direction until changed as otherwise provided herein. If no direction is
effective for the date a contribution is to be made, all contributions which are
to be made for such date shall be invested in such Investment Fund as the Plan
Administrator, the Investment Manager, the Investment Committee, or the Trustee,
as applicable, may determine. To the extent permissible by law, no Fiduciary
shall be liable for any loss, which results from a Participant's exercise or
failure to exercise his investment discretion.

     5.2 A Participant may elect according to the procedures established by the
Plan Administrator, to transfer, in such multiples as the Plan Administrator may
prescribe, portions of his Account between Investment Funds. An election under
this Section 5.2 shall be effective as of the date that such directions are
processed by the Plan Administrator in accordance with the procedures
established for such purpose.

     5.3 A Participant who makes an election pursuant to Plan Section 5.1 or
Plan Section 5.2 may apply the new investment direction to his current Account,
all future contributions, or both his current Account and all future
contributions, except to the extent the Plan Administrator may otherwise
prescribe.

     5.4 A "Loan Fund" shall be established by the Trustee on behalf of each
Participant for whom a loan is made pursuant to Plan Section 6. The Loan Fund
shall be credited with the amount of any loan made by the Plan to the
Participant and shall be debited with all principal and interest repayments of
any such loans. Under rules established by the Plan Administrator, a
Participant's interest in the Investment Funds shall be debited by the amount
credited to the Participant's Loan Fund. All principal and interest repayments
debited to the Loan Fund shall be invested as contributions to the Participant's
Account pursuant to Plan Section 5.1. Each Loan Fund shall be invested in a note
or notes made by the Participant evidencing the promised repayment of monies
loaned to the Participant from the Fund.

SECTION 6
PLAN LOANS

     6.1 Subject to the provisions of the Plan and the Trust, each Participant
who is an Employee shall have the right, subject to prior approval by the Plan
Administrator, to borrow from the Fund. In addition, each "party in interest,"
as defined in ERISA Section 3(14), who is (a) a Participant but no longer an
Employee, (b) the Beneficiary of a deceased Participant, or (c) an alternate
payee of a Participant pursuant to the provisions of a "qualified domestic
relations order," as defined in Code Section 414(p), shall also have the right,
subject to prior approval by the Plan Administrator, to borrow from the Fund;
provided, however, that loans to such parties in interest may not discriminate
in favor of Highly Compensated Employees.

     6.2 In order to apply for a loan, a borrower must complete and submit to
the Plan Administrator documents or information required by the Plan
Administrator for this purpose.

     6.3 Loans shall be available to all eligible borrowers on a reasonably
equivalent basis which may take into account the borrower's creditworthiness,
ability to repay, and ability to provide adequate security. Loans shall not be
made available to Highly Compensated Employees, officers or shareholders of a
Plan Sponsor in an amount greater than the amount made available to other
borrowers. This provision shall be deemed to be satisfied if all borrowers have
the right to borrow the same percentage of their interest in the Participant's
vested Account, notwithstanding that the dollar amount of such loans may differ
as a result of differing values of Participants' vested Accounts.

     6.4 Each loan shall bear a "reasonable rate of interest" and provide that
the loan be amortized in substantially level payments, made no less frequently
than quarterly, over a specified period of time. A "reasonable rate of interest"
shall be that rate that provides the Plan with a return commensurate with the
interest rates charged by persons in the business of lending money for loans
which would be made under similar circumstances.

     6.5 Each loan shall be adequately secured, with the security for the
outstanding balance of all loans to the borrower to consist of one-half (1/2) of
the borrower's interest in the Participant's vested Account, or such other
security as the Plan Administrator deems acceptable. No portion of the
Participant's Employee Deferred Account shall be used as security for any loan
hereunder unless and until such time as the loan amount exceeds the value of the
borrower's interest in the Participant's vested amounts in all other Accounts.

     6.6 Each loan, when added to the outstanding balance of all other loans to
the borrower from all retirement plans of the Plan Sponsor and its Affiliates
which are qualified under Code Section 401, shall not exceed the lesser of:

     (a) $50,000, reduced by the excess, if any, of

     (1) the highest outstanding balance of loans made to the borrower from all
retirement plans qualified under Code Section 401 of the Plan Sponsor and its
Affiliates during the one (1) year period immediately preceding the day prior to
the date on which such loan was made, over

     (2) the outstanding balance of loans made to the borrower from all
retirement plans qualified under Code Section 401 of the Plan Sponsor and its
Affiliates on the date on which such loan was made, or

     (b)  one-half  (1/2) of the value of the  borrower's  interest  in the
vested Account attributable to the Participant's Account.

For purposes of this Section, the value of the vested Account attributable to a
Participant's Account shall be established as of the latest preceding Valuation
Date, or any later date on which an available valuation was made, and shall be
adjusted for any distributions or contributions made through the date of the
origination of the loan.

     6.7 Each loan, by its terms, shall be repaid within five (5) years, except
that any loan which is used to acquire any dwelling unit which within a
reasonable time is to be used (determined at the time the loan is made) as the
principal residence of the borrower may, by its terms, be repaid within a longer
period of time.

     6.8 The Plan Administrator may impose a minimum loan amount.

     6.9 The Plan Administrator may limit the number of loans that a borrower
may have existing under the Plan at any one time.

     6.10 The entire unpaid principal sum and accrued interest shall, at the
option of the Plan Administrator, become due and payable if (a) a borrower fails
to make any loan payment when due (including the expiration of any applicable
grace period), (b) a borrower ceases to be a "party in interest", as defined in
ERISA Section 3(14), (c) the vested Account held as security under the Plan for
the borrower will, as a result of an impending distribution or withdrawal, be
reduced to an amount less than the amount of all unpaid principal and accrued
interest then outstanding under the loan, or (d) a borrower makes any untrue
representations or warranties in connection with the obtaining of the loan. In
that event, the Plan Administrator may take such steps as it deems necessary to
preserve the assets of the Plan, including, but not limited to, the following:
(1) direct the Trustee to deduct the unpaid principal sum, accrued interest, and
any other applicable charge under the note evidencing the loan from any benefits
that may become payable out of the Plan to the borrower, (2) direct the Plan
Sponsor to deduct and transfer to the Trustee the unpaid principal balance,
accrued interest, and any other applicable charge under the note evidencing the
loan from any amounts owed by the Plan Sponsor to the borrower, or (3) liquidate
the security given by the borrower, other than amounts attributable to a
Participant's Employee Deferred Account, and deduct from the proceeds the unpaid
principal balance, accrued interest, and any other applicable charge under the
note evidencing the loan. If any part of the indebtedness under the note
evidencing the loan is collected by law or through an attorney, the borrower
shall be liable for attorneys' fees in an amount equal to ten percent of the
amount then due and all costs of collection. Notwithstanding the foregoing, a
loan may be satisfied upon a Participant's termination of employment by
distributing the note evidencing the debt as part of an Eligible Rollover
Distribution; provided, however, that the Trustee, custodian or administrator
for the Eligible Retirement Plan indicates its willingness to accept such
property.

     6.11 Each loan shall be made only in accordance with regulations and
rulings of the Internal Revenue Service and the Department of Labor. The Plan
Administrator shall be authorized to administer the loan program of this Section
and shall act in his sole discretion to ascertain whether the requirements of
such regulations and rulings and this Section have been met.

SECTION 7 HARDSHIP WITHDRAWALS

     7.1 The Trustee shall, upon the direction of the Plan Administrator,
withdraw all or a portion of a Participant's Employee Deferred Account
consisting of Deferral Amounts (but not earnings thereon) prior to the time such
account is otherwise distributable in accordance with the other provisions of
the Plan; provided, however, that any such withdrawal shall be made only if the
Participant demonstrates that he is suffering from "hardship" as determined
herein. For purposes of this Section, a withdrawal will be deemed to be an
account of hardship if the withdrawal is on account of:

     (a) expenses for medical care described in Code Section 213(d) incurred by
the Participant, his spouse, or any dependents of the Participant (as defined in
Code Section 152) or necessary for these persons to obtain medical care
described in Code Section 213(d);

     (b) purchase (excluding mortgage payments) of a principal residence for the
Participant;

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

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

     (e) any other contingency determined by the Internal Revenue Service to
constitute an "immediate and heavy financial need" within the meaning of
Treasury Regulations Section 1.401(k)-l(d).

     7.2 In addition to the requirements set forth in Plan Section 7.1, any
withdrawal pursuant to Plan Section 7.1 shall not be in excess of the amount
necessary to satisfy the need determined under Section 7.1 and shall also be
subject to the requirements of either Subsection (a) or (b) of this Section.

     (a) (1) The Participant shall first obtain all withdrawals, other than
hardship withdrawals, and all nontaxable loans currently available under all
plans maintained by the Plan Sponsor;

     (2) the Plan Sponsor shall not permit Elective Deferrals or after-tax
employee contributions to be made to the Plan or any other plan maintained by
the Plan Sponsor, for a period of twelve (12) months after the Participant
receives the withdrawal pursuant to this Section; and

     (3) the Plan Sponsor shall not permit Elective Deferrals to be made to the
Plan or any other plan maintained by the Plan Sponsor for the Participant's
taxable year immediately following the taxable year of the hardship withdrawal
in excess of the limit under Plan Section 3.1(b) for the taxable year, less the
amount of the Elective Deferrals made to the Plan or any other plan maintained
by the Plan Sponsor for the taxable year in which the withdrawal under this
Section occurs.

     (b) the Plan Administrator relies on the Participant's certification by
execution of a form provided by the Plan Administrator, unless the Plan
Administrator has actual knowledge to the contrary, that the need determined
under Plan Section 7.1 cannot be relieved

     (1) through reimbursement or compensation by insurance or otherwise,

     (2) by reasonable liquidation of the assets of the Participant, his spouse
and minor children, to the extent that the liquidation would not itself cause an
immediate and heavy financial need and to the extent that the assets of the
spouse and minor children are reasonably available to the Participant,

     (3) by cessation of Elective Deferrals, or

     (4) by other distributions or nontaxable (at the time of the distribution)
loans from plans maintained by the Plan Sponsor or any other employer, or by
borrowing from commercial sources on reasonable commercial terms.

Such withdrawals shall be made only in accordance with such other rules,
policies, procedures, restrictions, and conditions as the Plan Administrator may
from time to time adopt. Any determination of the existence of hardship and the
amount to be withdrawn on account thereof shall be made by the Plan
Administrator (or such other person as may be required to make such decisions)
in accordance with the foregoing rules as applied in a uniform and
nondiscriminatory manner; provided that, unless the Participant requests
otherwise, any such withdrawal shall include the amount necessary to pay any
federal, state and local income taxes and penalties reasonably anticipated to
result from the withdrawal. A withdrawal under this Section shall be made in a
lump sum to the Participant.

     7.3 Subject to the rules and conditions as the Plan Administrator may
prescribe, by request, a Participant may receive a distribution as soon as
administratively practicable of all or a portion of the balance of his Rollover
Account and Voluntary Contribution Account; provided any such Rollover Amounts
have been held in the Plan for a minimum of two (2) years. Any request for a
distribution under this Section shall be made on the forms and in the manner
prescribed by the Plan Administrator and, if such request is granted, such
distribution shall be made in a lump sum.

SECTION 8 PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT

8.1 (a) In the event of a Termination of Employment, a Participant whose vested
Account exceeds $5,000, effective January 1, 1998, may request that payment of
his vested Account be made at any time after the Participant's Termination of
Employment occurs. Payment of a Participant's Account shall be in the form
elected by such Participant under Plan Section 8.1(b). All payments will be made
as soon as administratively feasible following a Participant's request. No
distribution of the Participant's Account will be made without his consent prior
to his "required beginning date", as defined in Section 11.3(c), or death.

     (b) Payment of a Participant's vested Account may be made in the form of a
lump-sum payment in cash; provided, however, if the Participant's interest in
the Investment Fund investing primarily in shares of Company Stock equals or
exceeds the value of hundred (100) shares of Company Stock, that interest may be
distributed in the form of whole shares of Company Stock if the Participant so
elects, in the manner prescribed by the Plan Administrator.

     (c) In the event of a Termination of Employment, a Participant whose vested
Account is $5,000, effective January 1, 1998, or less shall be distributed in a
lump sum payment as soon as administratively feasible after the Participant's
Termination of Employment.

8.2 The balance of a Participant's Account which is to be paid under this
Section 8 shall be determined as of the Valuation Date coinciding with or
immediately preceding the date the Account is valued for imminent payout
purposes pursuant to normal administrative procedures and shall be increased by
any contributions allocated to the Participant's Account after that Valuation
Date and reduced by any distributions made from the Participant's Account after
that Valuation Date.

8.3 If a Plan amendment directly or indirectly changes the vesting schedule, the
vesting percentage for each Participant in his Account accumulated to the date
when the amendment is adopted shall not be reduced as a result of the amendment.
In addition, any Participant with at least three (3) Years of Service may
irrevocably elect to remain under the pre-amendment vesting schedule with
respect to all of his benefits accrued both before and after the amendment.

8.4 If a Participant has a Termination of Employment and is subsequently
reemployed by a Plan Sponsor or an Affiliate prior to receiving a distribution
of his Account under the Plan, such Participant shall not be entitled to a
distribution under this Section while he is an Employee.

8.5 If a Participant has a Termination of Employment which is not a
distributable event as provided under Code Section 401(k)(10)(A), the Plan
Sponsor is not required to distribute such Participant's Account to the
Participant prior to the time for distribution as otherwise provided under the
Plan.

SECTION 9 PAYMENT OF BENEFITS ON RETIREMENT

9.1 (a) A retired Participant whose Account exceeds $5,000, effective January 1,
1998, may request that payment of his Account be made at any time after the
Participant attains a Retirement Date. All payments will be made as soon as
administratively feasible following a Participant's request. No distribution of
the Participant's Account will be made without his consent prior to his
"required beginning date", as defined in Section 11.3(c), or death.

(b) A retired Participant whose Account is $5,000 or less, effective January 1,
1998, shall be distributed as soon as administratively feasible after the
Participant attains a Retirement Date.

(c) Payment of a Participant's Account pursuant to Subsection (a) or (b) above
may be made in one of the forms as described in Section 8.1(b) elected by such
Participant, subject, however, to the limitations set forth therein and in
Section 8.1(c).

9.2 The Account of a Participant who has attained a Retirement Date or has
attained Normal Retirement Age shall be fully vested and nonforfeitable. The
balance of a Participant's Account which is to be paid under this Section 9
shall be determined as of the Valuation Date coinciding with or immediately
preceding the date the Account is valued for imminent payout purposes pursuant
to normal administrative procedures and shall be increased by any contributions
allocated to the Participant's Account after that Valuation Date and reduced by
any distributions made from the Participant's Account after that Valuation Date.

SECTION 10 DEATH BENEFITS

If a Participant dies before receiving a distribution of his Account, his
Beneficiary shall receive the Participant's Account in one lump sum as soon as
administratively feasible following the death of the Participant or, if the
Beneficiary so elects, at any later date permitted under Section 11.

SECTION 11 GENERAL RULES ON DISTRIBUTIONS

11.1 Accounts shall not be adjusted for earnings or losses incurred after the
Valuation Date with respect to which the Account is valued for imminent payout
purposes. Prior to distribution of an Account, the Account shall be reduced by
the amount necessary to satisfy the unpaid principal, accrued interest, and
penalties on any loan made to the Participant.

11.2 Notwithstanding any provisions of the Plan to the contrary that would
otherwise limit a Distributee's election under this Section 11, a Distributee
may elect, at the time and in the manner prescribed by the Plan Administrator,
to have any portion of a distribution pursuant to this Section which is an
Eligible Rollover Distribution paid directly to an Eligible Retirement Plan
specified by the Distributee in a Direct Rollover so long as all Eligible
Rollover Distributions to a Distributee for a calendar year total or are
expected to total at least $200 and, in the case of a Distributee who elects to
directly receive a portion of an Eligible Rollover Distribution and directly
roll the balance over to an Eligible Retirement Plan, the portion that is to be
directly rolled over totals at least $500. If the Eligible Rollover Distribution
is one to which Code Sections 401(a)(11) and 417 do not apply, such Eligible
Rollover Distribution may commence less than thirty (30) days after the notice
required under Treasury Regulations Section 1.411(a)-11(c) is given, provided
that:

     (a) the Plan Administrator clearly informs the Distributee that the
Distributee has a right to a period of at least thirty (30) days after receiving
the notice to consider the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option), and

     (b) the  Distributee,  after receiving the notice,  affirmatively  elects a
distribution.

11.3 Notwithstanding any other provisions of the Plan,

     (a) Prior to the death of a Participant,  all retirement payments hereunder
shall

     (1) be distributed to the Participant not later than the required beginning
date (as defined below) or,

     (2) be distributed,  commencing not later than the required  beginning date
(as defined below) -

     (A) in accordance with regulations prescribed by the Secretary of the
Treasury, over the life of the Participant or over the lives of the Participant
and his designated individual Beneficiary, if any, or

     (B) in accordance with regulations prescribed by the Secretary of the
Treasury, over a period not extending beyond the life expectancy of the
Participant or the joint life and last survivor expectancy of the Participant
and his designated individual Beneficiary, if any.

     (b) (1) If -

     (A) the distribution of a Participant's retirement payments have begun in
accordance with Subsection (a)(2) of this Section, and

     (B) the  Participant  dies  before  his  entire  vested  Account  has  been
distributed to him,

     then the remaining portion of his vested Account shall be distributed at
least as rapidly as under the method of distribution being used under Subsection
(a)(2) of this Section as of the date of his death.

(2) If a Participant dies before the commencement of retirement payments
hereunder, the entire interest of the Participant shall be distributed within
five (5) years after his death.

(3) If -

(A) any portion of a Participant's vested Account is payable to or for the
benefit of the Participant's designated individual Beneficiary, if any,

(B) that portion is to be distributed, in accordance with regulations prescribed
by the Secretary of the Treasury, over the life of the designated individual
Beneficiary or over a period not extending beyond the
 life expectancy of the designated individual Beneficiary, and (C) the
distributions begin not later than one (1) year after the date of the
Participant's death or such later date as the Secretary of the Treasury may by
 regulations prescribe,

     then, for purposes of Paragraph (2) of this Subsection (b), the portion
referred to in Subparagraph (A) of this Paragraph (3) shall be treated as
distributed on the date on which the distributions to the designated individual
Beneficiary begin.

     (4) If the designated individual Beneficiary referred to in Paragraph
(3)(A) of this Subsection (b) is the surviving spouse of the Participant, then -

     (A) the date on which the distributions are required to begin under
Paragraph (3)(C) of this Subsection (b) shall not be earlier than the date on
which the Participant would have attained age 70 1/2, and

     (B) if the surviving spouse dies before the distributions to such spouse
begin, this Subsection (b) shall be applied as if the surviving spouse were the
Participant.

     (c) For purposes of this Section, the term "required beginning date" means
April 1 of the calendar year following the later of the calendar year in which
the Participant attains age 70 1/2 or the calendar year in which the Participant
retires, except that in the case of a person described in Section l(b)(3) of
Appendix B the "required beginning date" shall be April 1 of the calendar year
following the calendar year in which the Participant attains age 70 1/2.
Notwithstanding the foregoing, with respect to a Participant who attains age 70
1/2 prior to January 1, 1997, such Participant may elect to receive minimum
required distributions in accordance with Section 401(a)(9) as in effect prior
to January 1, 1997, or, in the alternative, such Participant may elect to defer
distribution, in which event benefits will be paid in accordance with the
remaining provisions of the Plan.

     (d)  Distributions  will be made in accordance with the  regulations  under
Code Section 401(a)(9),  including the minimum  distribution  incidental benefit
requirement of Treas. Reg. Section 1.401(a)(9)-2.

SECTION 12 ADMINISTRATION OF THE PLAN

     12.1 Trust Agreement. The Primary Sponsor shall establish a Trust with the
Trustee designated by the Board of Directors for the management of the Fund,
which Trust shall form a part of the Plan and is incorporated herein by
reference.

     12.2 Operation of the Plan Administrator. The Primary Sponsor shall appoint
a Plan Administrator. If an organization is appointed to serve as the Plan
Administrator, then the Plan Administrator may designate in writing one or more
persons who may act on behalf of the Plan Administrator. If more than one person
is so designated with respect to the same administrative function, a majority of
such persons shall constitute a quorum for the transaction of business and shall
have the full power to act on behalf of the Plan Administrator. The Primary
Sponsor shall have the right to remove the Plan Administrator at any time by
notice in writing. The Plan Administrator may resign at any time by written
notice of resignation to the Trustee and the Primary Sponsor. Upon removal or
resignation of the plan Administrator, or in the event of the dissolution of the
Plan Administrator, the Primary Sponsor shall appoint a successor.

     12.3 Fiduciary Responsibility.

     (a) The Plan Administrator, as a Named Fiduciary, may allocate its
fiduciary responsibilities among Fiduciaries other than the Trustee, designated
in writing by the Plan Administrator and may designate in writing persons other
than the Trustee to carry out its fiduciary responsibilities under the Plan. The
Plan Administrator may remove any person designated to carry out its fiduciary
responsibilities under the Plan by notice in writing to such person.

     (b) The Plan Administrator and each other Fiduciary may employ persons to
perform services and to render advice with regard to any of the Fiduciary's
responsibilities under the Plan. Charges for all such services performed and
advice rendered may be paid by the Fund to the extent permitted by ERISA.

     (c) Each Plan Sponsor shall indemnify and hold harmless each person
constituting the Plan Administrator or the Investment Committee, except those
individuals who are not a Plan Sponsor or a director, officer or employee of a
Plan Sponsor, if any, from and against any and all claims, losses, costs,
expenses (including, without limitation, attorney's fees and court costs),
damages, actions or causes of action arising from, on account of or in
connection with the performance by such person of his duties in such capacity,
other than such of the foregoing arising from, on account of or in connection
with the willful neglect or willful misconduct of such person.

     12.4 Duties of the Plan Administrator.

     (a) The Plan Administrator shall advise the Trustee with respect to all
payments under the terms of the Plan and shall direct the Trustee in writing to
make such payments from the Fund; provided, however, in no event shall the
Trustee be required to make such payments if the Trustee has actual knowledge
that such payments are contrary to the terms of the Plan and the Trust.

     (b) The Plan Administrator shall from time to time establish rules, not
contrary to the provisions of the Plan and the Trust, for the administration of
the Plan and the transaction of its business. All elections and designations
under the Plan by a Participant or Beneficiary shall be made on forms prescribed
by the Plan Administrator. The Plan Administrator shall have discretionary
authority to construe the terms of the Plan and shall determine all questions
arising in the administration, interpretation and application of the Plan,
including, but not limited to, those concerning eligibility for benefits and it
shall not act so as to discriminate in favor of any person. All determinations
of the Plan Administrator shall be conclusive and binding on all Employees,
Participants, Beneficiaries and Fiduciaries, subject to the provisions of the
Plan and the Trust and subject to applicable law.

     (c) The Plan Administrator shall furnish Participants and Beneficiaries
with all disclosures now or hereafter required by ERISA or the Code. The Plan
Administrator shall file, as required, the various reports and disclosures
concerning the Plan and its operations as required by ERISA and by the Code, and
shall be solely responsible for establishing and maintaining all records of the
Plan and the Trust.

     (d) The statement of specific duties for a Plan Administrator in this
Section is not in derogation of any other duties which a Plan Administrator has
under the provisions of the Plan or the Trust or under applicable law.

     12.5 Investment Manager. The Primary Sponsor may, by action in writing
certified by notice to the Trustee, appoint an Investment Manager. Any
Investment Manager may be removed in the same manner in which appointed, and in
the event of any removal, the Investment Manager shall, as soon as possible, but
in no event more than thirty (30) days after notice of removal, turn over all
assets managed by it to the Trustee or to any successor Investment Manager
appointed, and shall make a full accounting to the Primary Sponsor with respect
to all assets managed by it since its appointment as an Investment Manager.

     12.6 Investment Committee. The Primary Sponsor may, by action in writing
certified by notice to the Trustee, appoint an Investment Committee. The Primary
Sponsor shall have the right to remove any person on the Investment Committee at
any time by notice in writing to such person. A person on the Investment
Committee may resign at any time by written notice of resignation to the Primary
Sponsor. Upon such removal or resignation, or in the event of the death of a
person on the Investment Committee, the Primary Sponsor may appoint a successor.
Until a successor has been appointed, the remaining persons on the Investment
Committee may continue to act as the Investment Committee.

     12.7 Action by a Plan Sponsor. Any action to be taken by a Plan Sponsor
shall be taken by resolution or written direction duly adopted by its board of
directors or appropriate governing body, as the case may be; provided, however,
that by such resolution or written direction, the board of directors or
appropriate governing body, as the case may be, may delegate to any officer or
other appropriate person of a Plan Sponsor the authority to take any such
actions as may be specified in such resolution or written direction, other than
the power to amend, modify or terminate the Plan or the Trust or to determine
the basis of any Plan Sponsor contributions.

SECTION 13 CLAIM REVIEW PROCEDURE

     13.1 If a Participant or Beneficiary is denied a claim for benefits under a
Plan, the Plan Administrator shall provide to the claimant written notice of the
denial within ninety (90) days after the Plan Administrator receives the claim,
unless special circumstances require an extension of time for processing the
claim. If such an extension of time for processing is required, written notice
of the extension shall be furnished to the claimant prior to the termination of
the initial 90-day period. In no event shall the extension exceed a period of
ninety (90) days from the end of such initial period. The extension notice shall
indicate the special circumstances requiring an extension of time and the date
by which the Plan Administrator expects to render the final decision.

     13.2 If the claimant is denied a claim for benefits, the Plan Administrator
shall provide, within the time frame set forth in Plan Section 13.1, written
notice of the denial which shall set forth:

     (a) the specific reasons for the denial;

     (b) specific  references to the  pertinent  provisions of the Plan on which
the denial is based;

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

     (d) an explanation of the Plan's claim review procedure.

     13.3 After receiving written notice of the denial of a claim or that a
domestic relations order is a qualified domestic relations order, a claimant or
his representative may:

     (a) request a full and fair review of the denial or determination that a
domestic relations order is a qualified domestic relations order by written
application to the Plan Administrator;

     (b) review pertinent documents; and

     (c) submit issues and comments in writing to the Plan Administrator.

     13.4 If the claimant wishes a review of the decision denying his claim to
benefits under the Plan or if a claimant wishes to appeal a decision that a
domestic relations order is a qualified domestic relations order, the claimant
must deliver the written application to the Plan Administrator within sixty (60)
days after receiving written notice of the denial or notice that the domestic
relations order is a qualified domestic relations order. Delivery shall be
considered effected only upon actual receipt by the Plan Administrator.

     13.5 Upon receiving the written application for review, the Plan
Administrator may schedule a hearing for purposes of reviewing the claimant's
claim, which hearing shall take place not more than thirty (30) days from the
date on which the Plan Administrator received the written application for
review.

     13.6 At least ten (10) days prior to the scheduled hearing, the claimant
and his representative designated in writing by him, if any, shall receive
written notice of the date, time, and place of the scheduled hearing. The
claimant or his representative may request that the hearing be rescheduled for
his convenience on another reasonable date or at another reasonable time or
place.

     13.7 All claimants requesting a review of the decision denying their claim
for benefits may employ counsel for purposes of the hearing.

     13.8 No later than sixty (60) days following the receipt of the written
application for review, the Plan Administrator shall submit its decision on the
review in writing to the claimant involved and to his representative, if any;
provided, however, a decision on the written application for review may be
extended, in the event special circumstances such as the need to hold a hearing
require an extension of time, to a day no later than one hundred twenty (120)
days after the date of receipt of the written application for review. The
decision shall include specific reasons for the decision and specific references
to the pertinent provisions of the Plan on which the decision is based.

SECTION 14 INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS

14.1 No benefit which shall be payable under the Plan to any person shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void; and no such
benefit shall in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person, nor shall it be subject to
attachment or legal process for, or against, such person, and the same shall not
be recognized under the Plan, except to such extent as may be required by law.
Notwithstanding the above, this Section shall not apply to a "qualified domestic
relations order" (as defined in Code Section 414(p)), and benefits may be paid
pursuant to the provisions of such an order. The Plan Administrator shall
develop procedures (in accordance with applicable federal regulations) to
determine whether a domestic relations order is qualified, and, if so, the
method and the procedures for complying therewith. In addition, a distribution
to an "alternate payee" (as defined in Code Section 414(p)) shall be permitted
if such distribution is authorized by a qualified domestic relations order, even
if the affected Participant has not yet separated from service and has not yet
reached the "earliest retirement age" (as defined in Code Section 414(p)).

14.2 Notwithstanding any other provision of the Plan, effective August 5, 1997,
the benefit of a Participant shall be subject to legal process and may be
assigned, alienated or attached pursuant to a court judgment or settlement
provided:

     (a) such  Participant  is ordered or required to pay the Plan in accordance
with the following:

     (1) a judgment or conviction for a crime involving the Plan;

     (2) a civil judgment entered by a court in an action brought in connection
with a violation of part 4 of subtitle B of Title I of ERISA; or

     (3) a settlement agreement between such Participant and the Secretary of
Labor, in connection with a violation (or alleged violation) of part 4 of
subtitle B of Title I of ERISA by a fiduciary or any other person; and

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

     14.3 If any person who shall be entitled to any benefit under the Plan
shall become bankrupt or shall attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge such benefit under the Plan, then the payment
of any such benefit in the event a Participant or Beneficiary is entitled to
payment shall, in the discretion of the Plan Administrator, cease and terminate
and in that event the Trustee shall hold or apply the same for the benefit of
such person, his spouse, children, other dependents or any of them in such
manner and in such proportion as the Plan Administrator shall determine.

     14.4 Whenever any benefit which shall be payable under the Plan is to be
paid to or for the benefit of any person who is then a minor or determined to be
incompetent by qualified medical advice, the Plan Administrator need not require
the appointment of a guardian or custodian, but shall be authorized to cause the
same to be paid over to the person having custody of such minor or incompetent,
or to cause the same to be paid to such minor or incompetent without the
intervention of a guardian or custodian, or to cause the same to be paid to a
legal guardian or custodian of such minor or incompetent if one has been
appointed or to cause the same to be used for the benefit of such minor or
incompetent.

     14.5 If the Plan Administrator cannot ascertain the whereabouts of any
Participant to whom a payment is due under the Plan, the Plan Administrator may
direct that the payment and all remaining payments otherwise due to the
Participant be cancelled on the records of the Plan and the amount thereof
applied to reduce future Plan Sponsor contributions; except that, in the event
the Participant later notifies the Plan Administrator of his whereabouts and
requests the payments due to him under the Plan, the forfeited amount shall be
restored either from Trust income or by a special contribution by the Plan
Sponsor to the Plan, as determined by the Plan Administrator, in an amount equal
to the cancelled payment(s).

SECTION 15 PROHIBITION AGAINST DIVERSION

At no time shall any part of the Fund be used for or diverted to purposes other
than the exclusive benefit of the Participants or their Beneficiaries, subject,
however, to the payment of all taxes and administrative expenses and subject to
the provisions of the Plan with respect to returns of contributions. Expenses
incurred in the administration of the Plan shall be paid from the Trust, to the
extent permitted by ERISA, unless such expenses are paid by the Plan Sponsor;
provided, further, that the Plan Sponsor may be reimbursed by the Fund, to the
extent permitted by ERISA, for Plan expenses originally paid by the Plan
Sponsor.

SECTION 16 LIMITATION OF RIGHTS

Participation in the Plan shall not give any Employee any right or claim except
to the extent that such right is specifically fixed under the terms of the Plan.
The adoption of the Plan and the Trust by any Plan Sponsor shall not be
construed to give any Employee a right to be continued in the employ of a Plan
Sponsor or as interfering with the right of a Plan Sponsor to terminate the
employment of any Employee at any time.

SECTION 17 AMENDMENT TO OR TERMINATION OF THE PLAN AND THE TRUST

     17.1 The Primary Sponsor reserves the right at any time to modify or amend
or terminate the Plan or the Trust in whole or in part; provided, however, that
the Primary Sponsor shall have no power to modify or amend the Plan in such
manner as would cause or permit any portion of the funds held under a Plan to be
used for, or diverted to, purposes other than for the exclusive benefit of
Participants or their Beneficiaries, or as would cause or permit any portion of
a fund held under the Plan to become the property of a Plan Sponsor; and
provided further, that the duties or liabilities of the Trustee shall not be
increased without its written consent. No such modifications or amendments shall
have the effect of retroactively changing or depriving Participants or
Beneficiaries of rights already accrued under the Plan. No Plan Sponsor other
than the Primary Sponsor shall have the right to so modify, amend or terminate
the Plan or the Trust. Notwithstanding the foregoing, each Plan Sponsor may
terminate its own participation in the Plan and Trust pursuant to the Plan.

     17.2 Each Plan Sponsor other than the Primary Sponsor shall have the right
to terminate its participation in the Plan and Trust by resolution of its board
of directors or other appropriate governing body and notice in writing to the
Primary Sponsor and the Trustee unless such termination would result in the
disqualification of the Plan or the Trust or would adversely affect the exempt
status of the Plan or the Trust as to any other Plan Sponsor. If contributions
by or on behalf of a Plan Sponsor are completely terminated, the Plan and Trust
shall be deemed terminated as to such Plan Sponsor. Any termination by a Plan
Sponsor, shall not be a termination as to any other Plan Sponsor.

     17.3 (a) If the Plan is terminated by the Primary Sponsor or if
contributions to the Trust should be permanently discontinued, it shall
terminate as to all Plan Sponsors and the Fund shall be used, subject to the
payment of expenses and taxes, for the benefit of Participants and
Beneficiaries, and for no other purposes, and the Account of each affected
Participant shall be fully vested and nonforfeitable, notwithstanding the
provisions of the Section of the Plan which sets forth the vesting schedule.

     (b) In the event of the partial termination of the Plan, each affected
Participant's Account shall be fully vested and nonforfeitable, notwithstanding
the provisions of the Section of the Plan which sets forth the vesting schedule.

     17.4 In the event of the termination of the Plan or the Trust with respect
to a Plan Sponsor, the Accounts of the Participants with respect to the Plan as
adopted by such Plan Sponsor shall be distributed in lump sum payments pursuant
to the instructions of the Plan Administrator; provided that the Trustee shall
not be required to make any distribution until it receives a copy of an Internal
Revenue Service determination letter to the effect that the termination does not
affect the qualified status of the Plan or the exempt status of the Trust or, in
the event that such letter is applied for and is not issued, until the Trustee
is reasonably satisfied that adequate provision has been made for the payment of
all taxes which may be due and owing by the Trust.

     17.5 In the case of any merger or consolidation of the Plan with, or any
transfer of the assets or liabilities of the Plan to, any other plan qualified
under Code Section 401, the terms of the merger, consolidation or transfer shall
be such that each Participant would receive (in the event of termination of the
Plan or its successor immediately thereafter) a benefit which is no less than
the benefit which the Participant would have received in the event of
termination of the Plan immediately before the merger, consolidation or
transfer.

     17.6  Notwithstanding  any other provision of the Plan, an amendment to the
Plan -

     (a) which eliminates or reduces an early retirement benefit, if any, or
which eliminates or reduces a retirement-type subsidy (as defined in regulations
issued by the Department of the Treasury), if any, or

     (b) which eliminates an optional form of benefit

shall not be effective with respect to benefits attributable to service before
the amendment is adopted. In the case of a retirement-type subsidy described in
Subsection (a) above, this Section shall be applicable only to a Participant who
satisfies, either before or after the amendment, the preamendment conditions for
the subsidy.

SECTION 18 ADOPTION OF PLAN BY AFFILIATES

Any corporation or other business entity related to the Primary Sponsor by
function or operation and any Affiliate, if the corporation, business entity or
Affiliate is authorized to do so by written direction adopted by the Board of
Directors, may adopt the Plan and the related Trust by action of the board of
directors or other appropriate governing body of such corporation, business
entity or Affiliate. Any adoption shall be evidenced by certified copies of the
resolutions of the foregoing board of directors or governing body indicating the
adoption and by the execution of the Trust by the adopting corporation, or
business entity or Affiliate. The resolution shall state and define the
effective date of the adoption of the Plan by the Plan Sponsor and, for the
purpose of Code Section 415, the "limitation year" as to such Plan Sponsor.
Notwithstanding the foregoing, however, if the Plan and Trust as adopted by an
Affiliate or other corporation or business entity under the foregoing provisions
shall fail to receive the initial approval of the Internal Revenue Service as a
qualified Plan and Trust under Code Sections 401(a) and 501(a), any
contributions by the Affiliate or other corporation or business entity after
payment of all expenses will be returned to such Plan Sponsor free of any trust,
and the Plan and Trust shall terminate, as to the adopting Affiliate or other
corporation or business entity.

SECTION 19 QUALIFICATION AND RETURN OF CONTRIBUTIONS

19.1 If the Plan and the related Trust fail to receive the initial approval of
the Internal Revenue Service as a qualified plan and trust within one (1) year
after the date of denial of qualification (a) the contribution of a Plan Sponsor
after payment of all expenses will be returned to a Plan Sponsor free of the
Plan and Trust, (b) contributions made by a Participant shall be returned to the
Participant who made the contributions, and (c) the Plan and Trust shall
thereupon terminate.

19.2 All Plan Sponsor contributions to the Plan are contingent upon
deductibility. To the extent permitted by the Code and other applicable laws and
regulations thereunder, upon a Plan Sponsor's request, a contribution which was
made by reason of a mistake of fact or which was nondeductible under Code
Section 404, shall be returned to a Plan Sponsor within one (1) year after the
payment of the contribution, or the disallowance of the deduction (to the extent
disallowed), whichever is applicable.

In the event of a contribution which was made by reason of a mistake of fact or
which was nondeductible, the amount to be returned to the Plan Sponsor shall be
the excess of the contribution above the amount that would have been contributed
had the mistake of fact or the mistake in determining the deduction not
occurred, less any net loss attributable to the excess. Any net income
attributable to the excess shall not be returned to the Plan Sponsor. No return
of any portion of the excess shall be made to the Plan Sponsor if the return
would cause the balance in a Participant's Account to be less than the balance
would have been had the mistaken contribution not been made.

SECTION 20 SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934

     Notwithstanding any other provision of this Plan, to the extent required,
the persons subject to the reporting requirements of Section 16 of the
Securities Exchange Act of 1934 shall be subject to such withdrawal, investment
and other restrictions necessary to satisfy Rule 16b-3 promulgated under such
Act. This Section 20 is intended to comply with Rule 16b-3 and shall be
effective only to the extent required by such rule and shall be interpreted and
administered in accordance with such rule.

SECTION 21 INCORPORATION OF SPECIAL LIMITATIONS

Appendices A, B, and C to the Plan, attached hereto, are incorporated by
reference and the provisions of the same shall apply notwithstanding anything to
the contrary contained herein.

WHEREOF, the Primary Sponsor has caused this indenture to be executed as of the
date first above written.

RUBY TUESDAY,  INC.
By:/s/ Samuel E. Beall, III
   Samuel E. Beall, III
   Chairman and Chief Executive Officer


ATTEST:

/s/ Daniel T. Cronk
Daniel T. Cronk
Secretary
::ODMA\PCDOCS\ATL\470105\1







A-3 APPENDIX A LIMITATION ON ALLOCATIONS

SECTION 1

The "annual addition" for any Participant for any one limitation year may not
exceed the lesser of:

(a)  $30,000,  as  adjusted  for  changes in the cost of living as  provided  in
regulations issued by the Secretary of the Treasury; or

(b) 25% of the Participant's Annual Compensation.

SECTION 2

     For the purposes of this Appendix A, the term "annual addition" for any
Participant means for any limitation year, the sum of certain Plan Sponsor,
Affiliate, and Participant contributions, forfeitures, and other amounts as
determined in Code Section 415(c)(2) in effect for that limitation year.

SECTION 3

     Effective until December 31, 1999, in the event that a Plan Sponsor or an
Affiliate maintains a defined benefit plan under which a Participant also
participates, the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any limitation year for any Participant may not
exceed 1.0.

(a) The defined benefit plan fraction for any limitation year is a fraction:

     (1) the numerator of which is the projected annual benefit of the
Participant under the defined benefit plan (determined as of the close of such
year); and

     (2) the denominator of which is the lesser of

     (A) the product of 1.25, multiplied by the maximum annual benefit allowable
under Code Section 415(b)(1)(A), or

     (B) the product of

     (i) 1.4, multiplied by

     (i) the maximum amount which may be taken into account under Section
415(b)(1)(B) of the Code with respect to the Participant under the defined
benefit plan for the limitation year (determined as of the close of the
limitation year).

     (b) The defined  contribution  plan fraction for any  limitation  year is a
fraction:

     (1) the numerator of which is the sum of a Participant's  annual  additions
as of the close of the year; and

     (2) the denominator of which is the sum of the lesser of the following
amounts determined for the year and for all prior limitation years during which
the Participant was employed by a Plan Sponsor or an Affiliate:

     (A) the product of 1.25, multiplied by the dollar limitation in effect
under Code Section 415(c)(1)(A) for the limitation year (determined without
regard to Section 415(c)(6) of the Code); or

     (B) the product of

     (i) 1.4, multiplied by

     (ii) the amount which may be taken into account under Code Section
415(c)(1)(B) (or Code Section 415(c)(7), if applicable) with respect to the
Participant for the limitation year.

SECTION 4

     For purposes of this Appendix A, the term "limitation year" shall mean a
Plan Year unless a Plan Sponsor elects, by adoption of a written resolution, to
use any other twelve month period adopted in accordance with regulations issued
by the Secretary of the Treasury.

SECTION 5

     For purposes of applying the limitations of this Appendix A, all defined
contribution plans maintained or deemed to be maintained by a Plan Sponsor shall
be treated as one defined contribution plan, and all defined benefit plans now
or previously maintained or deemed to be maintained by a Plan Sponsor shall be
treated as one defined benefit plan. In the event any of the actions to be taken
pursuant to Section 6 of this Appendix A or pursuant to any language of similar
import in another defined contribution plan are required to be taken as a result
of the annual additions of a Participant exceeding the limitations set forth in
Section 1 of this Appendix A, because of the Participant's participation in more
than one defined contribution plan, the actions shall be taken first with regard
to this Plan.

SECTION 6

     In the event that as a result of the allocation of forfeitures to the
Account of a Participant, a reasonable error in estimating the Participant's
Annual Compensation or other similar circumstances, the annual addition
allocated to the Account of a Participant exceeds the limitations set forth in
Section 1 of this Appendix A or in the event that the aggregate contributions
made on behalf of a Participant under both a defined benefit plan and a defined
contribution plan, subject to the reduction of allocations in other defined
contribution plans required by Section 5 of this Appendix A, cause the aggregate
limitation fraction set forth in Section 3 of this Appendix A to be exceeded,
the Plan Administrator shall, in writing, direct the Trustee to take such of the
following actions as the Plan Administrator shall deem appropriate, specifying
in each case the amount or amounts of contributions involved:

     (a) A Participant's annual addition shall be reduced by distributing to the
Participant Voluntary Contributions made by the Participant which cause the
annual addition to exceed such limitations;

     (b) If further reduction is necessary, contributions made by the Plan
Sponsor on behalf of the Participant pursuant to Plan Section 3.1 with respect
to which no contribution is made under Plan Section 3.2 shall be reduced in the
amount of the remaining excess and distributed to the Participant;

     (c) If further reduction is necessary, contributions made by the Plan
Sponsor on behalf of the Participant pursuant to Plan Section 3.1 and
contributions of the Plan Sponsor thereon pursuant to Plan Section 3.2 shall be
reduced in the amount of the remaining excess. The amount of the reduction under
Plan Section 3.1 shall be distributed to the Participant. The amount of the
reduction under Plan Section 3.2 shall be reallocated to the Company Matching
Accounts of Participants who are not affected by the limitation in the same
proportion as the contribution of the Plan Sponsor for the year is allocated
under Plan Section 4.1 to the Accounts of such Participants; and

     (d) If the contributions of the Plan Sponsor would cause the annual
addition to exceed the limitations set forth herein with respect to all
Participants under the Plan, the portion of such contribution in excess of the
limitations shall be segregated in a suspense account. While the suspense
account is maintained, (1) no Plan Sponsor contributions under the Plan shall be
made which would be precluded by this Appendix A, (2) income, gains and loses of
the Fund shall not be allocated to such suspense account and (3) amounts in the
suspense account shall be allocated in subsequent limitation years as Plan
Sponsor contributions and forfeitures under the Plan as of each Valuation Date
on which Plan Sponsor contributions may be allocated for each such limitation
year until the suspense account is exhausted. In the event of the termination of
the Plan, the amounts in the suspense account shall be returned to the Plan
Sponsor to the extent that such amounts may not then be allocated to
Participants' Accounts.







B-6

APPENDIX B TOP-HEAVY PROVISIONS

SECTION 1

As used in this Appendix B, the following words shall have the following
meanings:
     (a) "Determination Date" means, with respect to any Plan Year, the last day
of the preceding Plan Year, or, in the case of the first Plan Year, means the
last day of the first Plan Year.

     (b) "Key Employee" means an Employee or former Employee (including a
Beneficiary of a Key Employee or former Key Employee) who at any time during the
Plan Year containing the Determination Date or any of the four (4) preceding
Plan Years is:

     (1) Was at any time an officer of the Plan Sponsor or of any Affiliate
whose Annual Compensation was greater than fifty percent (50%) of the amount in
effect under Code Section 415(b)(1)(A) for the calendar year in which the Plan
Year ends, where the term "officer" means an administrative executive in regular
and continual service to the Plan Sponsor or Affiliate; provided, however, that
in no event shall the number of officers exceed the lesser of Clause (A) or (B)
of this Subparagraph (1), where:

     (A) equals fifty (50) Employees; and

     (B) equals the greater of (I) three (3) Employees or (II) ten percent (10%)
of the number of Employees during the Plan Year, with any non-integer being
increased to the next integer.

     If for any year no officer of the Plan Sponsor meets the requirements of
this Subparagraph (b), the highest paid officer of the Plan Sponsor for the Plan
Year shall be considered an officer for purposes of this Subparagraph (b)(1);

     (2) One of the ten (10) Employees owning both (A) more than one-half
percent (1/2%) of the outstanding stock of the Plan Sponsor or an Affiliate,
more than one-half percent (1/2%) of the total combined voting power of all
stock of the Plan Sponsor or an Affiliate, or more than one-half percent (1/2%)
of the capital or profits interest in the Plan Sponsor or an Affiliate, and (B)
the largest percentage ownership interests in the Plan Sponsor or any of its
Affiliates, and whose Annual Compensation is equal to or greater than the amount
in effect under Section l(a) of Appendix A to the Plan for the calendar year in
which the Determination Date falls; or

     (3) An owner of more than five percent (5%) of the outstanding stock of the
Plan Sponsor or an Affiliate or more than five percent (5%) of the total
combined voting power of all stock of the Plan Sponsor or an Affiliate; or

     (4) An owner of more than one percent (1%) of the outstanding stock of the
Plan Sponsor or an Affiliate or more than one percent (1%) of the total combined
voting power of all stock of the Plan Sponsor or an Affiliate, and who in such
Plan Year had Annual Compensation from the Plan Sponsor and all of its
Affiliates of more than $150,000.

     Employees other than Key Employees are sometimes referred to in this
Appendix B, as "non-key employees."

     (c) "Required Aggregation Group" means:

     (1) each plan of the Plan Sponsor and its Affiliates which qualifies under
Code Section 401 (a) in which a Key Employee is a participant, and

     (2) each other plan of the Plan Sponsor and its Affiliates which qualifies
under Code Section 401 (a) and which enables any plan described in Subsection
(a) of this Section to meet the requirements of Section 401(a)(4) or 410 of the
Code.

     (d) (1) "Top-Heavy" means:

     (A) if the Plan is not included in a Required Aggregation Group, the Plan's
condition in a Plan Year for which, as of the Determination Date:

     (i) the present value of the cumulative Accounts under the Plan for all Key
Employees exceeds sixty percent (60%) of the present value of the cumulative
Accounts under the Plan for all Participants; and

     (ii) the Plan, when included in every potential  combination,  if any, with
any or all of:

     (I) any Required Aggregation Group, and

     (II) any plan of the Plan Sponsor which is not part of any Required
Aggregation Group and which qualifies under Code Section 401 (a)

     is  part  of a  Top-Heavy  Group  (as  defined  in  Paragraph  (2) of  this
Subsection); and

     (B) if the Plan is included in a Required Aggregation Group, the Plan's
condition in a Plan Year for which, as of the Determination Date:

     (i) the  Required  Aggregation  Group is a  Top-Heavy  Group (as defined in
Paragraph (2) of this Subsection); and

     (ii) the Required Aggregation Group, when included in every potential
combination, if any, with any or all of the plans of the Plan Sponsor and its
Affiliates which are not part of the Required Aggregation Group and which
qualify under Code Section 401(a), is part of a Top-Heavy Group (as defined in
Paragraph (2) of this Subsection).

     (C) For purposes of Subparagraphs (A)(ii) and (B)(ii) of this Paragraph
(1), any combination of plans must satisfy the requirements of Sections
401(a)(4) and 410 of the Code.

(2) A group shall be deemed to be a Top-Heavy Group if:

     (A) the sum, as of the Determination Date, of the present value of the
cumulative accrued benefits for all Key Employees under all plans included in
such group exceeds

     (B) sixty percent (60%) of a similar sum determined for all participants in
such plans.

(3) (A) For purposes of this Section, the present value of the accrued benefit
for any participant in a defined contribution plan as of any Determination Date
or last day of a plan year shall be the sum of:

     (i) as to any defined contribution plan other than a simplified employee
pension, the account balance as of the most recent valuation date occurring
within the plan year ending on the Determination Date or last day of a plan
year, and

     (ii)  as  to  any  simplified  employee  pension,  the  aggregate  employer
contributions, and

     (iii) an adjustment for contributions  due as of the Determination  Date or
last day of a plan year.

     In the case of a plan that is not subject to the minimum funding
requirements of Code Section 412, the adjustment in Clause (iii) of this
Subparagraph (A) shall be the amount of any contributions actually made after
the valuation date but on or before the Determination Date or last day of the
plan year to the extent not included under Clause (i) or (ii) of this
Subparagraph (A); provided, however, that in the first plan year of the plan,
the adjustment in Clause (iii) of this Subparagraph (A) shall also reflect the
amount of any contributions made thereafter that are allocated as of a date in
such first plan year. In the case of a plan that is subject to the minimum
funding requirements, the account balance in Clause (i) and the aggregate
contributions in Clause (ii) of this Subparagraph (A) shall include
contributions that would be allocated as of a date not later than the
Determination Date or last day of a plan year, even though those amounts are not
yet required to be contributed, and the adjustment in Clause (iii) of this
Subparagraph (A) shall be the amount of any contribution actually made (or due
to be made) after the valuation date but before the expiration of the extended
payment period in Code Section 412(c)(10) to the extent not included under
Clause (i) or (ii) of this Subparagraph (A).

     (B) For purposes of this Subsection, the present value of the accrued
benefit for any participant in a defined benefit plan as of any Determination
Date or last day of a plan year must be determined as of the most recent
valuation date which is within a 12-month period ending on the Determination
Date or last day of a plan year as if such participant terminated as of such
valuation date; provided, however, that in the first plan year of a plan, the
present value of the accrued benefit for a current participant must be
determined either (i) as if the participant terminated service as of the
Determination Date or last day of a plan year or (ii) as if the participant
terminated service as of such valuation date, but taking into account the
estimated accrued benefit as of the Determination Date or last day of a plan
year. For purposes of this Subparagraph (B), the valuation date must be the same
valuation date used for computing plan costs for minimum funding, regardless of
whether a valuation is performed that year. The actuarial assumptions utilized
in calculating the present value of the accrued benefit for any participant in a
defined benefit plan for purposes of this Subparagraph (B) shall be established
by the Plan Administrator after consultation with the actuary for the plan, and
shall be reasonable in the aggregate and shall comport with the requirements set
forth by the Internal Revenue Service in Q&A T-26 and T-27 of Regulation Section
1.416-1.

     (C) For purposes of determining the present value of the cumulative accrued
benefit under a plan for any participant in accordance with this Subsection, the
present value shall be increased by the aggregate distributions made with
respect to the participant (including distributions paid on account of death to
the extent they do not exceed the present value of the cumulative accrued
benefit existing immediately prior to death) under each plan being considered,
and under any terminated plan which if it had not been terminated would have
been in a Required Aggregation Group with the Plan, during the 5-year period
ending on the Determination Date or last day of the plan year that falls within
the calendar year in which the Determination Date falls.

     (D) For purposes of this Paragraph (3), participant contributions which are
deductible as "qualified retirement contributions" within the meaning of Code
Section 219 or any successor, as adjusted to reflect income, gains, losses, and
other credits or charges attributable thereto, shall not be considered to be
part of the accrued benefits under any plan.

     (E) For purposes of this Paragraph (3), if any employee is not a Key
Employee with respect to any plan for any plan year, but such employee was a Key
Employee with respect to such plan for any prior plan year, any accrued benefit
for such employee shall not be taken into account.

     (F) For purposes of this Paragraph (3), if any employee has not performed
any service for any Plan Sponsor or Affiliate maintaining the plan during the
five-year period ending on the Determination Date, any accrued benefit for that
employee shall not be taken into account.

     (G) (i) In the case of an "unrelated rollover" (as defined below) between
plans which qualify under Code Section 401(a), (a) the plan providing the
distribution shall count the distribution as a distribution under Subparagraph
(C) of this Paragraph (3), and (b) the plan accepting the distribution shall not
consider the distribution part of the accrued benefit under this Section; and

     (ii) in the case of a "related rollover" (as defined below) between plans
which qualify under Code Section 401(a), (a) the plan providing the distribution
shall not count the distribution as a distribution under Subparagraph (C) of
this Paragraph (3), and (b) the plan accepting the distribution shall consider
the distribution part of the accrued benefit under this Section.

For purposes of this Subparagraph (G), an "unrelated rollover" is a rollover as
defined in Code Section 402(c)(4) or 408(d)(3) or a plan-to-plan transfer which
is both initiated by the participant and made from a plan maintained by one
employer to a plan maintained by another employer where the employers are not
Affiliates. For purposes of this Subparagraph (G), a "related rollover" is a
rollover as defined in Code Section 402(c)(4) or 408(d)(3) or a plan-to-plan
transfer which is either not initiated by the participant or made to a plan
maintained by the employer or an Affiliate.

SECTION 2

(a) Notwithstanding anything contained in the Plan to the contrary, except as
otherwise provided in Subsection (b) of this Section, in any Plan Year during
which the Plan is Top-Heavy, allocations of Plan Sponsor contributions for the
Plan Year for the Account of each Participant who is not a Key Employee and who
has not separated from service with the Plan Sponsor prior to the end of the
Plan Year shall not be less than three percent (3%) of the Participant's Annual
Compensation. For purposes of this Subsection, an allocation to a Participant's
Account resulting from any Plan Sponsor contribution attributable to a salary
reduction or similar arrangement shall not be taken into account.

(b) (1) The percentage referred to in Subsection (a) of this Section for any
Plan Year shall not exceed the percentage at which allocations are made or
required to be made under the Plan for the Plan Year for the Key Employee for
whom the percentage is highest for the Plan Year. For purposes of this
Paragraph, an allocation to the Account of a Key Employee resulting from any
Plan Sponsor contribution attributable to a salary reduction or similar
agreement shall be taken into account.

     (2) For purposes of this Subsection (b), all defined contribution plans
which are members of a Required Aggregation Group shall be treated as part of
the Plan.

     (3) This Subsection (b) shall not apply to any plan which is a member of a
Required Aggregation Group if the plan enables a defined benefit plan which is a
member of the Required Aggregation Group to meet the requirements of Code
Section 401(a)(4) or 410.

SECTION 3

Effective until December 31, 1999, in any limitation year (as defined in Section
4 of Appendix A to the Plan) which contains any portion of a Plan Year in which
the Plan is Top-Heavy, the number "1.0" shall be substituted for the number
"1.25" in Section 3 of Appendix A to the Plan.

SECTION 4

     Notwithstanding anything contained in the Plan to the contrary, in any Plan
Year during which the Plan is Top-Heavy, a Participant's interest in his Account
shall not vest at any rate which is slower than the following schedule,
effective as of the first day of that Plan Year:

Full Years of           Percentage
 Vesting Service        Vested
Less than 3                0%
3 or more                 100%

The Schedule set forth above in this Section 4 shall be inapplicable to a
Participant who has failed to perform an Hour of Service after the Determination
Date on which the Plan has become Top-Heavy. When the Plan ceases to be
Top-Heavy, the Schedule set forth above in this Section 4 shall cease to apply;
provided however, that the provisions of the Plan Section dealing with changes
in the vesting schedule shall apply.







C-7
APPENDIX C
SPECIAL NONDISCRIMINATION RULES

SECTION 1

As used in this Appendix, the following words shall have the following meanings:

     (a) "Eligible  Participant"  means a Participant  who is an Employee during
any particular Plan Year.

     (b)  "Highly   Compensated   Eligible   Participant"   means  any  Eligible
Participant who is a Highly Compensated Employee.

     (c) "Matching Contribution" means any contribution made by a Plan Sponsor
to a Company Matching Account and any other contribution made to a plan by a
Plan Sponsor or an Affiliate on behalf of an Employee on account of a
contribution made by an Employee or on account of an Elective Deferral.

     (d) "Qualified Matching Contributions" means Matching Contributions which
are immediately nonforfeitable when made, and which would be nonforfeitable,
regardless of the age or service of the Employee or whether the Employee is
employed on a certain date, and which may not be distributed, except upon one of
the events described under Section 401(k)(2)(B) of the Code and the regulations
thereunder.

     (e) "Qualified Nonelective Contributions" means contributions of the Plan
Sponsor or an Affiliate, other than Matching Contributions or Elective
Deferrals, which are nonforfeitable when made, and which would be nonforfeitable
regardless of the age or service of the Employee or whether the Employee is
employed on a certain date, and which may not be distributed, except upon one of
the events described under Code Section 401(k)(2)(B) and the regulations
thereunder.

SECTION 2

     In addition to any other limitations set forth in the Plan, for each Plan
Year one of the following tests must be satisfied:

     (a) the actual deferral percentage for the Highly Compensated Eligible
Participants for the Plan Year must not be more than the actual deferral
percentage of all other Eligible Participants for the preceding Plan Year
multiplied by 1.25; or

     (b) the excess of the actual deferral percentage for the Highly Compensated
Eligible Participants for the Plan Year over that of all other Eligible
Participants for the preceding Plan Year must not be more than two (2)
percentage points, and the actual deferral percentage for the Highly Compensated
Eligible Participants for the Plan Year must not be more than the actual
deferral percentage of all other Eligible Participants for the preceding Plan
Year multiplied by two (2).

The "actual deferral percentage" for the Highly Compensated Eligible
Participants and all other Eligible Participants for a Plan Year is the average
in each group of the ratios, calculated separately for each Employee, of the
Deferral Amounts contributed by the Plan Sponsor on behalf of an Employee for
the Plan Year to the Annual Compensation of the Employee in the Plan Year. In
addition, for purposes of calculating the "actual deferral percentage" as
described above, Deferral Amounts of Employees who are not Highly Compensated
Employees which are prohibited by Code Section 401(a)(30) shall not be taken
into consideration. Except to the extent limited by Treasury Regulations Section
1.401(k)-l(b)(5) and any other applicable regulations promulgated by the
Secretary of the Treasury, all or part of the Qualified Matching Contributions
and Qualified Nonelective Contributions made pursuant to the Plan may be treated
as Deferral Amounts for purposes of determining the "actual deferral
percentage."

SECTION 3

     If the Deferral Amounts contributed on behalf of any Highly Compensated
Eligible Participant exceeds the amount permitted under the "actual deferral
percentage" test described in Section 2 of this Appendix C for any given Plan
Year, then before the end of the Plan Year following the Plan Year for which the
Excess Deferral Amount was contributed, (a) the portion of the Excess Deferral
Amount for the Plan Year attributable to a Highly Compensated Participant, as
adjusted to reflect income, gain, or loss attributable to it through the date
the end of the Plan Year for which the test is being performed and reduced by
any excess Elective Deferrals as determined pursuant to Plan Section 3.1
previously distributed to a Participant for the Participant's taxable year
ending with or within the Plan Year, may be distributed to the Highly
Compensated Eligible Participant or (b) to the extent provided in regulations
issued by the Secretary of the Treasury, the Plan Administrator may permit the
Participant to elect, within two and one-half months after the end of the Plan
Year for which the Excess Deferral Amount was contributed, to treat the Excess
Deferral Amount, unadjusted for earnings, gains, and losses, but as so reduced,
as an amount distributed to the Participant and then contributed as an after-tax
contribution by the Participant to the Plan ("recharacterized amounts"). The
income allocable to such Excess Deferral Amount shall be determined in a similar
manner as described in Section 4.2 of the Plan. The Excess Deferral Amount to be
distributed or recharacterized shall be reduced by Deferral Amounts previously
distributed or recharacterized for the taxable year ending in the same Plan
Year, and shall also be reduced by Deferral Amounts previously distributed or
recharacterized for the Plan Year beginning in such taxable year. For all other
purposes under the Plan other than this Appendix C recharacterized amounts shall
continue to be treated as Deferral Amounts. In the event the multiple use of
limitations contained in Sections 2(b) and 5(b) of this Appendix C, pursuant to
Treasury Regulations Section 1.401(m)-2 as promulgated by the Secretary of the
Treasury, requires a corrective distribution, such distribution shall be made
pursuant to this Section 3, and not Section 6 of Appendix C. The portion of the
Matching Contribution on which such Excess Deferral Amount was based shall be
forfeited upon the distribution or recharacterization, as the case may be, of
such Excess Deferral Amount.

     (a) For purposes of this Section 3, "Excess Deferral Amount" means, with
respect to a Plan Year, the excess of:

     (1) the aggregate amount of Deferral Amounts contributed by a Plan Sponsor
on behalf of Highly Compensated Eligible Participants for the Plan Year, over

     (2) the maximum amount of Deferral Amounts permitted under Section 2 of
this Appendix C for the Plan Year, which shall be determined by reducing the
Deferral Amounts contributed on behalf of Highly Compensated Eligible
Participants in order of the actual deferral percentages beginning with the
highest of such percentages.

     (b) Distribution of the Excess Deferral Amount for any Plan Year shall be
made to Highly Compensated Eligible Participants on the basis of the dollar
amount of Deferral Amounts attributable to each Highly Compensated Eligible
Participant. The Plan Sponsor shall determine the amount of Excess Deferral
Amounts which shall be distributed to each Highly Compensated Eligible
Participant as follows.

     (1) The Deferral Amounts allocated to the Highly Compensated Eligible
Participant with the highest dollar amount of Deferral Amounts for the Plan Year
shall be reduced by the amount required to cause that Highly Compensated
Eligible Participant's remaining Deferral Amounts for the Plan Year to be equal
to the dollar amount of the Deferral Amounts allocated to the Highly Compensated
Eligible Participant with the next highest dollar amount of Deferral Amounts for
the Plan Year. This amount is then distributed to the Highly Compensated
Eligible Participant with the highest dollar amount of Deferral Amounts, unless
a smaller reduction, when added to the total dollar amount already distributed
pursuant to this Paragraph (1), equals the total Excess Deferral Amounts.

     (2) If the total amount distributed under Paragraph (1) of this Section
3(b) is less than the total Excess Deferral Amounts, the procedure in Paragraph
(1) shall be successively repeated until the total dollar amount distributed is
equal to the total Excess Deferral Amounts attributable to Highly Compensated
Eligible Participants.

     If a distribution of the Excess Deferral Amounts attributable to the Highly
Compensated Eligible Participants is made in accordance with Paragraphs (1) and
(2) of this Section, the limitations in Section 2 of this Appendix C shall be
treated as being met regardless of whether the actual deferral percentage, if
recalculated after such distributions, would have satisfied the requirements of
Section 2.

SECTION 4

     The Plan Administrator shall have the responsibility of monitoring the
Plan's compliance with the limitations of this Appendix C and shall have the
power to take all steps it deems necessary or appropriate to ensure compliance,
including, without limitation, restricting the amount, if any, which Highly
Compensated Eligible Participants can elect to have contributed pursuant to Plan
Section 3.1. Any actions taken by the Plan Administrator pursuant to this
Section 4 shall be pursuant to non-discriminatory procedures consistently
applied.

SECTION 5

     In addition to any other limitations set forth in the Plan, Matching
Contributions under the Plan and the amount of nondeductible employee
contributions under the Plan, for each Plan Year must satisfy one of the
following tests:

     (a) The contribution percentage for Highly Compensated Eligible
Participants for the Plan Year must not exceed 125% of the contribution
percentage for all other Eligible Participants for the preceding Plan Year; or

     (b) The contribution percentage for Highly Compensated Eligible
Participants for the Plan Year must not exceed the lesser of (1) 200 % of the
contribution percentage for all other Eligible Participants for the preceding
Plan Year, and (2) the contribution percentage for all other Eligible
Participants for the preceding Plan Year plus two (2) percentage points.

Notwithstanding the foregoing, for purposes of this Section 5, the terms Highly
Compensated Eligible Participant and Eligible Participant shall not include any
Participant who is not eligible to receive a Matching Contribution under the
provisions of the Plan, other than as a result of the Participant failing to
contribute to the Plan or failing to have an Elective Deferral contributed to
the Plan on the Participant's behalf. Notwithstanding the foregoing, if
Qualified Matching Contributions are taken into account for purposes of applying
the test contained in Section 2 of this Appendix C, they shall not be taken into
account under this Section 5. In applying the above tests, the Plan
Administrator shall comply with any regulations promulgated by the Secretary of
the Treasury which prevent or restrict the use of the test contained in Section
2(b) of this Appendix C and the test contained in Section 5(b) of this Appendix
C. The "contribution percentage" for Highly Compensated Eligible Participants
and for all other Eligible Participants for a Plan Year shall be the average of
the ratios, calculated separately for each Participant, of (A) to (B), where (A)
is the amount of Matching Contributions under the Plan (excluding Qualified
Matching Contributions which are used to apply the test set forth in Section 2
of this Appendix C or Matching Contributions which are used to satisfy the
minimum required contributions to the Accounts of Eligible Participants who are
not Key Employees pursuant to Section 1 of Appendix B to the Plan) and
nondeductible employee contributions made under the Plan for the Eligible
Participant for the Plan Year, and where (B) is the Annual Compensation of the
Eligible Participant for the Plan Year. Except to the extent limited by Treasury
Regulations Section 1.401(m)-l(b)(5) and any other applicable regulations
promulgated by the Secretary of the Treasury, a Plan Sponsor may elect to treat
Deferral Amounts and Qualified Nonelective Contributions as Matching
Contributions for purpose of determining the "contribution percentage," provided
the Deferral Amounts, excluding those treated as Matching Contributions, satisfy
the test set forth in Section 2 of Appendix C.

SECTION 6

     If either (a) the Matching Contributions and, if taken into account under
Section 5 of this Appendix C, the Deferral Amounts, Qualified Nonelective
Contributions and/or Qualified Matching Contributions made on behalf of Highly
Compensated Eligible Participants, or (b) the nondeductible employee
contributions made by Highly Compensated Eligible Participants exceed the amount
permitted under the "contribution percentage test" for any given Plan Year,
then, before the close of the Plan Year following the Plan Year for which the
Excess Aggregate Contributions were made, the amount of the Excess Aggregate
Contributions attributable to the Plan for the Plan Year under either Section
(6)(a)(1) or (2), or both, as adjusted to reflect any income, gain or loss
attributable to such contributions through the date the Excess Aggregate
Contributions are distributed shall be distributed or, if the Excess Aggregate
Contributions are forfeitable, forfeited. The income allocable to such
contributions shall be determined in a similar manner as described in Section
4.2 of the Plan. As to any Highly Compensated Employee, any distribution or
forfeiture of his allocable portion of the Excess Aggregate Contributions for a
Plan Year shall first be attributed to any nondeductible employee contributions
made by the Participant during the Plan Year for which no corresponding Plan
Sponsor contribution is made and then to any remaining nondeductible employee
contributions made by the Participant during the Plan Year and any Matching
Contributions thereon. As between the Plan and any other plan or plans
maintained by the Plan Sponsor in which Excess Aggregate Contributions for a
Plan Year are held, each such plan shall distribute or forfeit a pro-rata share
of each class of contribution based on the respective amounts of a class of
contribution made to each plan during the Plan Year. The payment of the Excess
Aggregate Contributions shall be made without regard to any other provision in
the Plan. In the event the multiple use of limitations contained in Sections
2(b) and 5(b) of this Appendix C, pursuant to Treasury Regulations Section
1.401(m)-2 as promulgated by the Secretary of the Treasury, requires a
corrective distribution, such distribution shall be made pursuant to Section 3
of Appendix C, and not this Section 6.

     For purposes of this Section 6, with respect to any Plan Year, "Excess
Aggregate Contributions" means the excess of:

     (a) the aggregate amount of the Matching Contributions and nondeductible
employee contributions (and any Qualified Nonelective Contributions or Qualified
Matching Contributions) and, it taken into account under Section 5 of this
Appendix C, the Deferral Amounts actually made on behalf of Highly Compensated
Eligible Participants for the Plan Year, over

     (b) the maximum amount of contributions permitted under the limitations of
Section 5 of this Appendix C, determined by reducing contributions made on
behalf of Highly Compensated Eligible Participants in order of their
contribution percentages beginning with the highest of such percentages.

     The determination of the amount of Excess Aggregate Contributions under
this Section 6 shall be made after (1) first determining the excess Elective
Deferrals under Section 3.1(b) of the Plan and (2) then determining the Excess
Deferral Amounts under Section 3 of this Appendix C.

     (c) Distribution or forfeiture of nondeductible employee contributions or
Matching Contributions in the amount of the Excess Aggregate Contributions for
any Plan Year shall be made with respect to Highly Compensated Eligible
Participants on the basis of the dollar amount of the Excess Aggregate
Contributions attributable to each Highly Compensated Eligible Participant.
Forfeitures of Excess Aggregate Contributions may not be allocated to
Participants whose contributions are reduced under this Section 6. The Plan
Sponsor shall determine the amount of Excess Aggregate Contributions which shall
be distributed to each Highly Compensated Eligible Participant as follows.

     (1) The Matching Contributions and nondeductible contributions allocated to
the Highly Compensated Eligible Participant with the highest dollar amount of
such contributions for the Plan Year shall be reduced by the amount required to
cause that Highly Compensated Eligible Participant's remaining Matching
Contributions and nondeductible contributions for the Plan Year to be equal to
the dollar amount of such contributions allocated to the Highly Compensated
Eligible Participant with the next highest dollar amount of Matching
Contributions and nondeductible contributions for the Plan Year. This amount is
then distributed to the Highly Compensated Eligible Participant with the highest
dollar amount of Matching Contributions and nondeductible contributions, unless
a smaller reduction, when added to the total dollar amount already distributed
pursuant to this Subsection (1), equals the total Excess Aggregate
Contributions.

     (2) If the total amount distributed under Paragraph (1) is less than the
total Excess Aggregate Contributions, the procedure in Paragraph (1) shall be
repeated until the total dollar amount of Matching Contributions and
nondeductible contributions distributed is equal to the total Excess Aggregate
Contributions attributable to Highly Compensated Eligible Participants.

     If a distribution of the total Excess Aggregate Contributions is made in
accordance with Paragraphs (1) and (2) of this Section 6(c), the limitations in
Section 5 of this Appendix C shall be treated as being met regardless of whether
the actual contribution percentage, if recalculated after such distributions,
would have satisfied the requirements of Section 5.

SECTION 7

     Except to the extent limited by rules promulgated by the Secretary of the
Treasury, if a Highly Compensated Eligible Participant is a participant in any
other plan of the Plan Sponsor or any Affiliate which includes Matching
Contributions, deferrals under a cash or deferred arrangement pursuant to Code
Section 401(k), or nondeductible employee contributions, any contributions made
by or on behalf of the Participant to the other plan shall be allocated with the
same class of contributions under the Plan for purposes of determining the
"actual deferral percentage" and "contribution percentage" under the Plan;
provided, however, contributions that are made under an "employee stock
ownership plan" (within the meaning of Code Section 4975(e)(7)) shall not be
combined with contributions under any plan which is not an employee stock
ownership plan (within the meaning of Code Section 4975(e)(7)).

Except to the extent limited by rules promulgated by the Secretary of the
Treasury, if the Plan and any other plans which include Matching Contributions,
deferrals under a cash or deferred arrangement pursuant to Code Section 401(k),
or nondeductible employee contributions are considered as one plan for purposes
of Code Section 401(a)(4) and 410(b)(1), any contributions under the other plans
shall be allocated with the same class of contributions under the Plan for
purposes of determining the "contribution percentage" and "actual deferral
percentage" under the Plan; provided, however, contributions that are made under
an "employee stock ownership plan" (within the meaning of Code Section
4975(e)(7)) shall not be combined with contributions under any plan which is not
an employee stock ownership plan (within the meaning of Code Section
4975(e)(7)).

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