TECH DATA CORP, S-8, 1999-08-18

TECH DATA CORP
S-8, 1999-08-18
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE

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As filed with the Securities and Exchange Commission on August 18, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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

TECH DATA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

FLORIDA 59-1578329
------------------------------- ----------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

5350 TECH DATA DRIVE
CLEARWATER, FLORIDA 33760
- ---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

TECH DATA CORPORATION RETIREMENT SAVINGS PLAN
(FULL TITLE OF THE PLAN)

--------------------
JEFFERY P. HOWELLS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
5350 TECH DATA DRIVE
CLEARWATER, FLORIDA 33760
---------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)

(727) 539-7429
-------------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

PLEASE SEND COPIES OF COMMUNICATIONS TO:

LINA ANGELICI, ESQ.
SCHIFINO & FLEISCHER, P.A.
ONE TAMPA CITY CENTER, SUITE 2700
TAMPA, FLORIDA 33602
(813) 223-1535

--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================

PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1)(2) PER UNIT (3) OFFERING PRICE (3) FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0015 Par Value 500,000 Shares $32.50 $16,250,000 $4,518
====================================================================================================================
</TABLE>
(1) The amount being registered includes an indeterminate number of shares of
Common Stock which may be issuable as a result of stock splits, stock
dividends and anti-dilution provisions and other terms, in accordance with
Rule 416(a) under the Securities Act of 1933, as amended.

(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered and sold pursuant to the Tech Data Corporation Retirement
Savings Plan.

(3) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(h) based upon the
average of the high and low price of the Common Stock on the Nasdaq
National Market System on August 16, 1999, namely $32.50.

================================================================================
<PAGE>

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the plan covered by
this Registration Statement as required by Rule 428(b). Such documents are not
being filed with the Securities and Exchange Commission (the "Commission") as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.

I-1
<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

By this reference, the following documents filed or to be filed by Tech
Data Corporation (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated into and made a part of this Registration
Statement:

1. The Company's Annual Report on Form 10-K/A for the fiscal year
ended January 31, 1999, as filed with the Commission on June
1, 1999.

2. The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1999, as filed with the Commission on May 3,
1999.

3. The Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1999, as filed with the Commission on June 14,
1999.

4. The Company's Definitive Proxy Statement for the 1999 Annual
Meeting of Shareholders, as filed with the Commission on May
25, 1999.

5. The description of the Company's Common Stock set forth on
pages 15 and 16 of the Company's Prospectus dated April 23,
1986, as filed with the Commission under Rule 424(b) of the
Securities Act of 1933, as amended, which was a part of the
Company's Registration Statement on Form S-1 (Registration
Statement No. 33-4135) and which was incorporated by reference
in the Company's Registration Statement on Form 8-A as filed
with the Commission under the Securities Exchange Act of 1934,
as amended (File No. 0-14625).

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1943, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable. The Company's Common Stock is registered under Section
12 of the Exchange Act.

II-1
<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the Common Stock issuable by the Company under its
Retirement Savings Plan will be passed upon for the Company by Schifino &
Fleischer, P.A., Tampa, Florida. Members of such firm do not own any shares of
the Company's outstanding Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim as to which such person is adjudged liable unless a court of competent
jurisdiction determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors against expenses actually and
reasonably incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of expenses shall not
be made to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation; or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.

The Company's By-Laws include the following provisions:

ARTICLE NINE
INDEMNIFICATION

9.1 Under the circumstances prescribed in Section 9.3 and 9.4, the
Corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (include attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with

II-2
<PAGE>

respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contenders or its
equivalent, shall not, of itself, create a presumption that the person did not
act in a manner which he reasonably believed to be in or not opposed to the best
interest of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that this conduct was unlawful.

9.2 Under the circumstances prescribed in Section 9.3 and 9.4, the
Corporation shall indemnify and hold harmless any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation, unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person if fairly and reasonably entitled to indemnity for such expenses
that the court shall deem proper.

9.3 To the extent that a Director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 9.1 and 9.2, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

9.4 Except as provided in Section 9.3 and except as may be ordered by a
court, any indemnification under Sections 9.1 and 9.2 shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the Director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 9.1 and 9.2. Such a determination shall be made (1 ) by the Board of
Directors by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested Directors so
directs, by independent legal counsel in a written opinion, or (3) by the
affirmative vote of a majority of the shares entitled to vote thereon owned by
persons who were not parties to such action, suit or proceeding.

9.5 Expenses, including attorneys' fees, incurred in defending a civil
or criminal action, suit, or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit, or proceeding upon a
preliminary determination following one of the procedures set forth in Section
9.4 that the Director, officer, employee or agent met the applicable standard of
conduct set forth in Section 9.1 or Section 9.2 or as authorized by the Board of
Directors in the specific case and, in either event, upon receipt of an
undertaking by or on behalf of the Director, officer, employee, or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this Section.

9.6 The Corporation shall have the power to make any other or further
indemnification of any of its Directors, officers employees, or agents, under
any By-Law, agreement, vote of shareholders or disinterested Directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, except an indemnification against
gross negligence or willful misconduct.

II-3
<PAGE>

9.7 The indemnification provided by this Article Nine shall continue as
to a person who has ceased to be a Director, employee or agent and shall inure
to the benefit of the heirs, executors or administrators of such a person.

9.8 The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against
himself and incurred by him in any such capacity, or arising out of his status
as such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article Nine.

9.9 If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholder or
by an insurance carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, no later than the next annual meeting of shareholders unless
such a meeting is held within three months from the date of such payment, and,
in any event, within 15 months from the date of such payment, deliver personally
or send by first class mail to its shareholders of record at the time entitled
to vote for the election of Directors a statement specifying the persons paid,
the amounts paid, and the nature and status at the time of such payment of the
litigation or threatened litigation."

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

Registrant has submitted the Plan and all amendments thereto to the
Internal Revenue Service (the "IRS"), and has made all changes required by the
IRS in order to qualify the Plan. The registrant hereby undertakes to submit, in
a timely manner, all future amendments to the Plan, if any, and to make all
changes required by the IRS in order to maintain qualification of the Plan.

EXHIBIT NO. DESCRIPTION OF EXHIBITS
----------- -----------------------

II-4
<PAGE>

4.6(6) Specimen of Certificate of the registrant's Common Stock,
par value $.0015 per share.
5(1) Opinion of Schifino & Fleischer, P.A., regarding legality
of the securities.
23.1(1) Consent of Schifino & Fleischer, P.A., appears in its
opinion filed as Exhibit 5 hereto.
23.2(1) Consent of PricewaterhouseCoopers LLP, independent
accountants.
24(1) Powers of Attorney, included on signature pages.

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

1 Filed herewith.
2 Incorporated by reference to the Exhibits included in the
Company's Registration Statement on Form S-1, File No.
33-4135.
3 Incorporated by reference to the Exhibits included in the
Company's Registration Statement on Form S-1, File No.
33-21997.
4 Incorporated by reference to the Exhibits included in the
Company's Form 10-K for the year ended January 31, 1994, File
No. 0-14625.
5 Incorporated by reference to the Exhibits included in the
Company's Form 10-K for the year ended January 31, 1996, File
No. 0-14625.
6 Incorporated by reference to the Exhibits included in the
Company's Registration Statement on Form S-8, File No.
33-41074.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to section 13 or section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.

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

II-5
<PAGE>

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

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

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

II-6
<PAGE>

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Clearwater, State of Florida, on this 18th day
of August, 1999.

TECH DATA CORPORATION
(Registrant)

By /s/ STEVEN A. RAYMUND
--------------------------------------
Steven A. Raymund
Chairman of the Board of Directors
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffery P. Howells or Arthur W.
Singleton, either of them, his true and lawful attorney-in-fact and agent, with
full power and in any and all capacities, to sign this registration statement
and any and all amendments (including post-effective amendments) to this
registration statement, and to file such registration statement and all such
amendments or supplements, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
/s/ STEVEN A. RAYMUND Chairman of the Board of Directors August 18, 1999
- ------------------------- and Chief Executive Officer
Steven A. Raymund

/s/ ANTHONY A. IBARGUEN President and Chief Operating Officer; August 18, 1999
- ------------------------- Director
Anthony A. Ibarguen

/s/ JEFFERY P. HOWELLS Executive Vice President and Chief Financial Officer August 18, 1999
- ------------------------- (principal financial officer);
Jeffery P. Howells Director

/s/ JOSEPH B. TREPANI Senior Vice President and Corporate Controller August 18, 1999
- ------------------------- (principal accounting officer)
Joseph B. Trepani

/s/ ARTHUR W. SINGLETON Vice President, Treasurer and Secretary August 18, 1999
- -------------------------
Arthur W. Singleton

/s/ CHARLES E. ADAIR Director August 18, 1999
- -------------------------
Charles E. Adair

/s/ MAXIMILIAN ARDELT Director August 18, 1999
- -------------------------
Maximilian Ardelt

</TABLE>

II-7
<PAGE>
<TABLE>
<S> <C> <C>

/s/ DANIEL M. DOYLE Director August 18, 1999
- -------------------------
Daniel M. Doyle

/s/ EDWARD C. RAYMUND Director August 18, 1999
- -------------------------
Edward C. Raymund

/s/ DAVID M. UPTON Director August 18, 1999
- -------------------------
David M. Upton

/s/ JOHN Y. WILLIAMS Director August 18, 1999
- -------------------------
John Y. Williams
</TABLE>

THE PLANS. Pursuant to the requirements of the Securities Act of 1933,
the persons who administer the employee benefit plans have duly caused this
registration statement to be signed on behalf of such plans by the undersigned,
thereunto duly authorized, in the City of Clearwater, State of Florida, on this
18th day of August, 1999.

TECH DATA CORPORATION
RETIREMENT SAVINGS PLAN

By: /s/ STEVEN A. RAYMUND
--------------------------------------
Steven A. Raymund
Chairman of the Board of Directors
and Chief Executive Officer

II-8
<PAGE>

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION OF EXHIBITS
- ----------- -----------------------

4.1(1) Tech Data Corporation Retirement Savings Plan;
4.2(2) Articles of Incorporation of the Company, as amended to April 23,
1986.
4.3(3) Articles of Amendment to Articles of Incorporation of the Company
filed on August 27, 1987.
4.4(4) Articles of Amendment to Articles of Incorporation of the Company
filed on July 15, 1993.
4.5(5) By-Laws of the Company, as amended to November 28, 1995.
4.6(6) Specimen of Certificate of the registrant's Common Stock, par
value $.0015 per share.
5(1) Opinion of Schifino & Fleischer, P.A., regarding legality of the
securities.
23.1(1) Consent of Schifino & Fleischer, P.A., appears in its opinion
filed as Exhibit 5 hereto.
23.2(1) Consent of Price Waterhouse Coopers LLP, independent accountants.
24(1) Powers of Attorney, included on signature pages.

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

1 Filed herewith.
2 Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-4135.
3 Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-1, File No. 33-21997.
4 Incorporated by reference to the Exhibits included in the Company's
Registration Form 10-K for the year ended January 31, 1994, File No.
0-14625.
5 Incorporated by reference to the Exhibits included in the Company's
Form 10-K for the year ended January 31, 1996, File No. 0-14625.
6 Incorporated by reference to the Exhibits included in the Company's
Registration Statement on Form S-8, File No. 33-41074.

EXHIBIT 4.1
TECH DATA CORPORATION
RETIREMENT SAVINGS PLAN

<PAGE>

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

ARTICLE II

TOP HEAVY AND ADMINISTRATION

2.1 TOP HEAVY PLAN REQUIREMENTS . . . . . . . . . . . . . . . . . . . .19

2.2 DETERMINATION OF TOP HEAVY STATUS . . . . . . . . . . . . . . . . .19

2.3 POWERS AND RESPONSIBILITIES OF THE EMPLOYER . . . . . . . . . . . .23

2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY . . . . . . . . . . . . . .24

2.5 ALLOCATION AND DELEGATION OF RESPONSIBILITIES . . . . . . . . . . .24

2.6 POWERS AND DUTIES OF THE ADMINISTRATOR . . . . . . . . . . . . . . 24

2.7 LIABILITY OF ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . 26

2.8 RECORDS AND REPORTS . . . . . . . . . . . . . . . . . . . . . . . .26

2.9 APPOINTMENT OF ADVISERS . . . . . . . . . . . . . . . . . . . . . .26

2.10 INFORMATION FROM EMPLOYER . . . . . . . . . . . . . . . . . . . . .26

2.11 PAYMENT OF EXPEN8ES . . . . . . . . . . . . . . . . . . . . . . . .27

2.12 MAJORITY ACTIONS . . . . . . . . . . . . . . . . . . . . . . . . .27

2.13 CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . .27

2.14 CLAIMS REVIEW PROCEDURE . . . . . . . . . . . . . . . . . . . . . .27

ARTICLE III

ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY . . . . . . . . . . . . . . . . . . . . .28

3.2 APPLICATION FOR PARTICIPATION . . . . . . . . . . . . . . . . . . .28

3.3 EFFECTIVE DATE OF PARTICIPATION . . . . . . . . . . . . . . . . . .28

3.4 DETERMINATION OF ELIGIBILITY . . . . . . . . . . . . . . . . . . . 29

3.5 TERMINATION OF ELIGIBILITY . . . . . . . . . . . . . . . . . . . . 29

<PAGE>

3.6 OMISSION OF ELIGIBLE EMPLOYEE . . . . . . . . . . . . . . . . . . .29

3.7 INCLUSION OF INELIGIBLE EMPLOYEE . . . . . . . . . . . . . . . . . 29

3.8 ELECTION NOT TO PARTICIPATE . . . . . . . . . . . . . . . . . . . .30

ARTICLE IV

CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION . . . . . . . . . .30

4.2 PARTICIPANT'S SALARY REDUCTION ELECTION . . . . . . . . . . . . . .31

4.3 TIME OF PAYMENT OF CONTRIBUTION . . . . . . . . . . . . . . . . . .33

4.4 ALLOCATION OF CONTRIBUTION AND EARNINGS . . . . . . . . . . . . . .34

4.5 ACTUAL DEFERRAL PERCENTAGE TESTS . . . . . . . . . . . . . . . . .37

4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS . . . . . . . . . .40

4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS . . . . . . . . . . . . . . . 42

4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE
TESTS . . . . . ... . . . . . . . . . . . . . . . . . . . . . . 46

4.9 MAXIMUM ANNUAL ADDITIONS . . . . . . . . . . . . . . . . . . . . .48

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS . . . . . . . . . . . . .52

4.11 ROLLOVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53

4.12 DIRECTED INVESTMENT ACCOUNT . . . . . . . . . . . . . . . . . . . .55

ARTICLE V

VALUATIONS

5.1 VALUATION OF THE TRUST FUND . . . . . . . . . . . . . . . . . . . .56

5.2 METHOD OF VALUATION . . . . . . . . . . . . . . . . . . . . . . . .56

ARTICLE VI

DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT . . . . . . . . . . . . .57

<PAGE>

6.2 DETERMINATION OF BENEFITS UPON DEATH . . . . . . . . . . . . . . . 57

6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY . . .. . . . . . .58

6.4 DETERMINATION OF BENEFITS UPON TERMINATION . . . . . . . . . . . . 59

6.5 DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . . . .60

6.6 DISTRIBUTION OF BENEFITS UPON DEATH . . . . . . . . . . . . . . . .65

6.7 TIME OF SEGREGATION OR DISTRIBUTION . . . . . . . . . . . . . . . .69

6.8 DISTRIBUTION FOR MINOR BENEFICIARY . . . . . . . . . . . . . . . . 70

6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN . . . . . . . . . . 70

6.10 PRE-RETIREMENT DISTRIBUTION . . . . . . . . . . . . . . . . . . . .70

6.11 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS . . . . . . . . . . . . .71

6.12 SPECIALRULE FOR NON-ANNUITY PLANS . . . . . . . . . . . . . . . . .71

ARTICLE VII

TRUSTEE

7.1 BASIC RESPONSIBILITIES OF THE TRUSTEE . . . . . . . . . . . . . . .72

7.2 LOANS TO PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . . .75

7.3 DUTIES OF THE TRUSTEE REGARDING PAYMENTS . . . . . . . . . . . . . 77

7.4 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES . . . . . . . . . . .77

7.5 ANNUAL REPORT OF THE TRUSTEE . . . . . . . . . . . . . . . . . . . 77

7.6 AUDIT . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . 78

7.7 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE . . . . . . . . . . 79

7.8 TRANSFER OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . 79

7.9 TRUSTEE INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . .80

7.10 DIRECT ROLLOVER . . . . . . . . . . . . . . . . . . . . . . . . . .80

ARTICLE VIII

AMENDMENT, TERMINATION AND MERGERS

8.1 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81

<PAGE>

8.2 TERMINATION . . . .. . . . . . . . . . . . . . . . . . . . . . . . 82

8.3 MERGER OR CONSOLIDATION . . . . . . . . . . . . . . . . . . . . . .83

ARTICLE IX

MISCELLANEOUS

9.1 PARTICIPANT'S RIGHTS . . . . . . . . . . . . . . . . . . . . . . . 83

9.2 ALIENATION . . . . .. . . . . . . . . . . . . . . . . . . . . . . .83

9.3 CONSTRUCTION OF PLAN . . . . . . . . . . . . . . . . . . . . . . . 84

9.4 GENDER AND NUMBER . . . . . . . . . . . . . . . . . . . . . . . . 84

9.5 LEGAL ACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

9.6 PROHIBITION AGAINST DIVERSION OF FUNDS . . . . . . . . . . . . . . 85

9.7 FIDELITY BOND . . . . . . . . . . . . . . . . . . . . . . . . . . 85

9.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE . . . . . . . . . . . . 86

9.9 PROTECTIVE CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . 86

9.10 RECEIPT AND RELEASE FOR PAYMENTS . . . . . . . . . . . . . . . . . 86

9.11 ACTION BY THE EMPLOYER . . . . . . . . . . . . . . . . . . . . . . 86

9.12 NAMED FIDUCIARIES AND ALLOCATION OF
RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . 86

9.13 HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

9.14 APPROVAL BY INTERNAL REVENUE SERVICE . . . . . . . . . . . . . . . 87

9.15 UNIFORMITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

ARTICLE X

PARTICIPATING EMPLOYERS

10.1 ADOPTION BY OTHER EMPLOYERS . . . . . . . . . . . . . . . . . . . 88

10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS . . . . . . . . . . . . . 88

10.3 DESIGNATION OF AGENT . . . . . . . . . . . . . . . . . . . . . . . 89

10.4 EMPLOYEE TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . 89

<PAGE>

10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION . . . . . . . . . . . . . . . .89

10.6 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89

10.7 DISCONTINUANCE OF PARTICIPATION . . . . . . . . . . . . . . . . . . .90

10.8 ADMINISTRATOR'S AUTHORITY . . . . . . . . . . . . . . . . . . . . . ,90

<PAGE>

TECH DATA CORPORATION
RETIREMENT SAVINGS PLAN

THIS AGREEMENT, hereby made and entered into this 12th day of
September 1996, by and between Tech Data Corporation (herein referred to as the
"Employer") and Mellon Bank, N.A. (herein referred to as the
"Trustee").

W I T N E S S E T H :

WHEREAS, the Employer heretofore established a Profit Sharing Plan and
Trust effective May 1, 1987 (hereinafter called the "Effective Date") known as
Tech Data Corporation Retirement Savings Plan (herein referred to as the "Plan")
for the exclusive benefit of its eligible employees; and

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

NOW, THEREFORE, effective February 1, 1994, except as otherwise
provided, the Employer and the Trustee in accordance with the provisions of the
Plan pertaining to amendments thereof, hereby amend the Plan in its entirety and
restate the Plan to provide as follows:

ARTICLE I
DEFINITIONS

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

1.2 "Administrator" means the person(s) or entity designated by the
Employer pursuant to Section 2.4 to administer the Plan on behalf of the
Employer.

1.3 "Aetna" means The Aetna Life Insurance Company and any affiliate
thereof.

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

1.5 "Aggregate Account" means, with respect to each Participant, the value
of all accounts maintained on behalf of a

<PAGE>

Participant, whether attributable to Employer or Employee contributions,
subject to the provisions of Section 2.2.

1.6 "Anniversary Date" means December 31st.

1.7 "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

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

1.9 "Compensation" with respect to any Participant means such Participant's
wages as defined in Code Section 3401(a) and all other payments of compensation
by the Employer (in the course of the Employer's trade or business) for a Plan
Year for which the Employer is required to furnish the Participant a written
statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be
determined without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in Code
Section 3401(a)(2)).

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

(a) excluding (even if includible in gross income) reimbursements
or other expense allowances, fringe benefits (cash or noncash), moving
expenses, deferred compensation, and welfare benefits.

(b) including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not Includible
in the gross income of the Participant under Code Sections 125,
402(e)(3), 402(h)(1)(B), 403(b) or 457, and Employee contributions
described in Code Section 414(h)(2) that are treated as Employer
contributions.

For a Participant's initial year of participation, Compensation shall
be recognized for the entire Plan Year.

Compensation in excess of $150,000 ($200,000 for Plan Years beginning
prior to the first day of the first Plan Year beginning after December 31, 1993)
shall be disregarded. Such amount shall be adjusted for increases in the cost of
living in accordance with Code Section 401(a)(17), except that the dollar
increase in effect on January 1 of any calendar year shall be effective for the
Plan Year beginning with such calendar year. For any short Plan Year the
Compensation limit shall be an amount equal to the Compensation limit for the
calendar year in which the Plan Year begins multiplied by the ratio obtained by
dividing the number of full months in the short Plan Year by twelve (12).

<PAGE>

In applying this limitation, the family group of a Highly Compensated
Participant who is subject to the Family Member aggregation rules of Code
Section 414(q)(6) because such Participant is either a "five percent owner" of
the Employer or one of the ten (10) Highly Compensated Employees paid the
greatest "415 Compensation" during the year, shall be treated as a single
Participant, except that for this purpose Family members shall include only the
affected Participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year. If, as a result of the
application of such rules the adjusted compensation limitation is exceeded,
then the limitation shall be prorated among the affected Family Members in
proportion to each such Family Member's compensation prior to the application
of this limitation, or the limitation shall be adjusted in accordance with any
other method permitted by Regulation.

For purposes of this Section, if the Plan is a plan described in Code
Section 413(c) or 414(f) (a plan maintained by more than one Employer), the
limitation applies separately with respect to the Compensation of any
Participant from each Employer maintaining the Plan.

If, in connection with the adoption of this amendment and restatement,
the definition of Compensation has been modified, then, for Plan Years prior to
the Plan Year which includes the adoption date of this amendment and
restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

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

1.11 "Early Retirement Date" means the first day of the month (prior to the
Normal Retirement Date) coinciding with or next following the date on which a
Participant or Former Participant attains age 55 and has completed at least 5
Years of Service with the Employer (Early Retirement Age). A Participant shall
become fully Vested upon satisfying this requirement if still employed at his
Early Retirement Age.

A Former Participant who terminates employment after satisfying the
service requirement for Early Retirement and who thereafter reaches the age
requirement contained herein shall be entitled to receive his benefits under
this Plan.

1.12 "Elective Contribution" means the Employer's contributions to the Plan
of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10(a). In addition, the Employer's
matching

<PAGE>

contribution made pursuant to Section 4.1(b) which are used to satisfy the
"Actual Deferral Percentage" tests and any Employer Qualified Non-Elective
Contribution made pursuant to Section 4.6 which are used to satisfy the "Actual
Deferral Percentage" tests shall be considered an Elective Contribution for
purposes of the Plan. Any contributions deemed to be Elective Contributions
(whether or not used to satisfy the "Actual Deferral Percentage" tests) shall be
subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be
required to satisfy the discrimination requirements of Regulation
1.401(k)-1(b)(5), the provisions of which are specifically incorporated herein
by reference.

1.13 "Eligible Employee" means any Employee.

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

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

1.15 "Employer" means Tech Data Corporation and any Participating Employer
(as defined in Section 10.1) which shall adopt this Plan; any successor which
shall maintain this Plan; and any predecessor which has maintained this Plan.
The Employer is a corporation, with its principal office in the State of
Florida.

1.16 "Excess Aggregate Contributions" means, with respect, to any Plan
Year, the excess of the aggregate amount of the Employer matching contributions
made pursuant to Section 4.1(b) (to the extent such matching contributions are
not used to satisfy the "Actual Deferral Percentage" tests) and any qualified
non-elective contributions or elective deferrals taken into account pursuant to
Section 4.7(c) on behalf of Highly Compensated Participants for such Plan Year,
over the maximum amount of such contributions permitted under the limitations of
Section 4.7(a).

1.17 "Excess Contributions" means, with respect to a Plan Year, the excess
of Elective Contributions made on behalf of Highly Compensated Participants for
the Plan Year over the maximum amount of such contributions permitted under
Section 4.5(a). Excess Contributions shall be treated as an "annual addition"
pursuant to Section 4.9(b).

<PAGE>

1.18 "Excess Deferred Compensation" means, with respect to any taxable year
of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th
following the close of the Participant's taxable year. Additionally, for
purposes of Sections 2.2 and 4.4(f), Excess Deferred Compensation shall continue
to be treated as Employer contributions even if distributed pursuant to Section
4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purposes of Section 4.5(a) to
the extent such Excess Deferred Compensation occurs pursuant to Section
4.2(d).

1.19 "Family Member" means, with respect to an affected Participant, such
Participant's spouse, and such Participant's lineal descendants and ascendants
and their spouses, all as described in Code Section 414(q)(6)(B).

1.20 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Employer and its representative body, and the Administrator.

1.21 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on February 1st of each year and ending the following January 31st.

1.22 "Forfeiture." Under this Plan, Participant accounts are 100% Vested at
all times. Any amounts that may otherwise be forfeited under the Plan pursuant
to Section 3.7, 4.2(f) or 6.9 shall be used to reduce the contribution of the
Employer.

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

1.24 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and

<PAGE>

6052. "415 Compensation" must be determined without regard to any rules under
Code Section 3401(a) that limit the remuneration included in wages based on
the nature or location of the employment or the services performed (such as the
exception for agricultural labor in Code Section 3401(a)(2)).

If, in connection with the adoption of this amendment and restatement,
the definition of "415 Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement, "415 Compensation" means compensation determined pursuant to the
Plan then in effect.

1.25 "414(s) Compensation" with respect to any Participant means such
Participant's "415 Compensation" paid during a Plan Year. The amount of
"414(s) Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day of
such Plan Year.

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

"414(s) Compensation" in excess of $150,000 ($200,000 for Plan Years
beginning prior to the first day of the first Plan Year beginning after December
31, 1993) shall be disregarded. Such amount shall be adjusted for increases in
the cost of living in accordance with Code Section 401(a)(17), except that the
dollar increase in effect on January 1 of any calendar year shall be effective
for the Plan Year beginning with or within such calendar year. For any short
Plan Year the "414(s) Compensation" limit shall be an amount equal to the
"414(s) Compensation" limit for the calendar year in which the Plan Year begins
multiplied by the ratio obtained by dividing the number of full months in the
short Plan Year by twelve (12). In applying this limitation, the family group of
a Highly Compensated Participant who is subject to the Family Member aggregation
rules of Code Section 414(q)(6) because such Participant is either a "five
percent owner" of the Employer or one of the ten (10) Highly Compensated
Employees paid the greatest "415 Compensation" during the year, shall be
treated as a single Participant, except that for this purpose Family Members
shall include only the affected Participant's spouse and any lineal descendants
who have not attained age nineteen (19) before the close of the year.

If, in connection with the adoption of this amendment and restatement,
the definition of "414(s) Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement,

<PAGE>

"414(s) Compensation" means compensation determined pursuant to the Plan then
in effect.

1.26 "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder, and generally means an Employee
who performed services for the Employer during the "determination year" and is
in one or more of the following groups:

(a) Employees who at any time during the "determination year" or
"look-back year" were "five percent owners" as defined in Section
1.35(c).

(b) Employees who received "415 Compensation" during the
"look-back year" from the Employer in excess of $75,000.

(c) 'Employees who received "415 Compensation" during the
"look-back year" from the Employer in excess of $50,000 and were in
the Top Paid Group of Employees for the Plan Year.

(d) Employees who during the "look-back year" were officers of
the Employer (as that term is defined within the meaning of the
Regulations under Code Section 416) and received "415 Compensation"
during the "look-back year" from the Employer greater than 50 percent
of the limit in effect under Code Section 415(b)(1)(A) for any such
Plan Year. The number of officers shall be limited to the lesser of
(i) 50 employees; or (ii) the greater of 3 employees or 10 percent
of all employees. For the purpose of determining the number of
officers, Employees described in Section 1.60(a), (b), (c) and (d)
shall be excluded, but such Employees shall still be considered for
the purpose of identifying the particular Employees who are officers.
If the Employer does not have at least one officer whose annual "415
Compensation" is in excess of 50 percent of the Code Section
415(b)(1)(A) limit, then the highest paid officer of the Employer will
be treated as a Highly Compensated Employee.

(e) Employees who are in the group consisting of the 100
Employees paid the greatest "415 Compensation" during the
"determination year" and are also described in (b), (c) or (d) above
when these paragraphs are modified to substitute "determination year"
for "look-back year."

The "determination year" shall be the Plan Year for which testing is
being performed, and the "look-back year" shall be the immediately preceding
twelve-month period. However, if the Employer so elects, then the "look-back
year" shall be the calendar year ending with or within the Plan Year for which

<PAGE>

testing is being performed, and the "determination year" (if applicable) shall
be the period of time, if any, which extends beyond the "look-back year" and
ends on the last day of the Plan Year for which testing is being performed (the
"lag period"). If the "lag period" is less than twelve months long, the dollar
threshold amounts specified in (b), (c) and (d) above shall be prorated based
upon the number of months in the "lag period." With respect to this election,
it shall be applied on a uniform and consistent basis to all plans, entities,
and arrangements of the Employer.

For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions. Additionally, the
dollar threshold amounts specified in (b) and (c) above shall be adjusted at
such time and in such manner as is provided in Regulations. In the case of such
an adjustment, the dollar limits which shall be applied are those for the
calendar year in which the "determination year" or "look-back year" begins.

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

1.27 "Highly Compensated Former Employee" means a former Employee who
had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th birthday), the Employee either
received "415 Compensation" in excess of $50,000 or was a "five percent owner."
For purposes of this Section, "determination year," "415

<PAGE>

Compensation" and "five percent owner" shall be determined in accordance with
Section 1.26. Highly Compensated Former Employees shall be treated as Highly
Compensated Employees. The method set forth in this section for determining who
is a "Highly Compensated Former Employee" shall be applied on a uniform and
consistent basis for all purposes for which the Code Section 414(q) definition
is applicable.

1.28 "Highly Compensated Participant" means any Highly Compensated Employee
who is eligible to participate in the Plan.

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

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

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

<PAGE>

An Hour of Service must be counted for the purpose of determining a
Year of Service, a year of participation for purposes of accrued benefits, a
1-Year Break in Service, and employment commencement date (or reemployment
commencement date). In addition, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

Hours of Service will be credited for employment with all Affiliated
Employers and for any individual considered to be a Leased Employee pursuant to
Code Sections 414(n) or 414(o) and the Regulations thereunder.

1.30 "Income" means the income or losses allocable to "excess amounts"
which shall equal the sum of the allocable gain or loss for the "applicable
computation period" and, the allocable gain or loss for the period between the
end of the "applicable computation period" and, at the discretion of the
Administrator, the date of distribution ("gap period"). The income allocable to
"excess amounts" for the "applicable computation period" and the "gap period" is
calculated separately and is determined by multiplying the income for the
"applicable computation period" or the "gap period" by a fraction. The numerator
of the fraction is the "excess amount" for the "applicable computation period".
The denominator of the fraction is the total "account balance, attributable to
"Employer contributions" as of the end of the "applicable computation period" or
the "gap period", reduced by the gain allocable to such total amount for the
"applicable computation period" or the "gap period" and increased by the loss
allocable to such total amount for the "applicable computation period" or the
"gap period". The provisions of this Section shall be applied:

(a) For purposes of Section 4.2(f), by substituting:

(1) "Excess Deferred Compensation" for "excess amounts";

(2) "taxable year of the Participant" for "applicable computation
period";

(3) "Deferred Compensation" for "Employer contributions'; and

(4) "Participant's Elective Account" for "account balance."

(b) For purposes of Section 4.6(a), by substituting:

(1) "Excess Contributions" for "excess amounts";

<PAGE>

(2) "Plan Year" for "applicable computation period";

(3) "Elective Contributions" for "Employer contributions"; and

(4) "Participant's Elective Account" for "account balance."

(1) "Excess Aggregate Contributions" for "excess amounts";

(2) "Plan Year" for "applicable computation period";

(3) "Employer matching contributions made pursuant to
section 4.1(b) (to the extent such matching contributions
are not used to satisfy the "Actual Deferral
Percentage" tests) and any Qualified Non-Elective
Contributions and/or elective deferrals taken into account
pursuant to Section 4.7(c)" for "Employer contributions";
and

(4) "Participant's Account" for "account balance."

In lieu of the "fractional method" described above, a "safe harbor
method" may be used to calculate the allocable Income for the "gap period."
Under the "safe harbor method," allocable Income for the "gap period" shall be
deemed to equal ten percent (10%) of the Income allocable to "excess amounts"
for the "applicable computation period" multiplied by the number of calendar
months in the "gap period." For purposes of determining the number of calendar
months in the "gap period," a distribution occurring on or before the fifteenth
day of the month shall be treated as having been made on the last day of the
preceding month and a distribution occurring after such fifteenth day shall be
treated as having been made on the first day of the next subsequent month.

Income allocable to any distribution of Excess Deferred
Compensation on or before the last day of the taxable year of the Participant
shall be calculated from the first day of the taxable year of the Participant
to the date on which the distribution is made pursuant to either the
"fractional method" or the "safe harbor method." Under such "safe harbor
method," allocable Income for such period shall be deemed to equal ten percent
(10%) of the Income allocable to such Excess Deferred Compensation multiplied
by the number of calendar months in such period. For purposes of determining
the number of calendar months in such period, a distribution occurring on or
before the fifteenth day of the

<PAGE>

month shall be treated as having been made on the last day of the preceding
month and a distribution occurring after such fifteenth day shall be treated as
having been made on the first day of the next subsequent month.

1.31 "Insurer" means any legal reserve insurance company which shall issue
one or more contracts under the Plan.

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

1.33 "Investment Option" shall mean any investment funds, accounts or
contracts designated by the Employer.

1.34 "Joint and Survivor Annuity" means an annuity for the life of the
Participant with a survivor annuity for the life of the Participant's spouse
which is not less than one-half, nor greater than the amount of the annuity
payable during the joint lives of the Participant and the Participant's spouse.
The Joint and Survivor Annuity will be the amount of benefit which can be
purchased with the Participant's Vested interest in the Plan.

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

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

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

(c) a "five percent owner" of the Employer. "Five percent owner"
means any person who owns (or is considered as owning within the
meaning of Code Section 318) more than five percent (5%) of the
outstanding stock of the Employer or stock possessing more than

<PAGE>

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

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

1.36 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

1.37 "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:

<PAGE>

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

(1) a non-integrated employer contribution rate of at least 10%
of compensation, as defined in Code Section 415(c)(3), but
including amounts which are contributed by the Employer pursuant
to a salary reduction agreement and which are not includible in
the gross income of the Participant under Code Sections 125,
402(e)(3), 402(h)(1)(B), 403(b) or 457, and Employee
contributions described in Code Section 414(h)(2) that are
treated as Employer contributions.

(2) immediate participation; and

(3) full and immediate vesting; and

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

1.38 "Non-Elective Contribution" means the Employer's contributions to the
Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2, matching contributions (which are
used in the "Actual Deferral Percentage" tests) made pursuant to Section 4.1(b)
and any Qualified Non-Elective Contributions which are used to satisfy the
"Actual Deferral Percentage" tests.

1.39 "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

1.40 "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

1.41 "Normal Retirement Age" means the Participant's 65th birthday. A
Participant shall become fully vested in his Participant's Account upon
attaining his Normal Retirement Age.

1.42 "Normal Retirement Date" means the first day of the month coinciding
with or next following the Participant's Normal Retirement Age.

1.43 "1-Year Break in Service" means:

(a) The applicable computation period during which an Employee
has not completed more than 1 (for eligibility purposes) Hour(s) of
Service with the Employer. Further, solely for the purpose of
determining whether a Participant has incurred a 1-Year Break in
Service, Hours of Service shall be recognized for "authorized leaves
of absence" and "maternity and

<PAGE>

paternity leaves of absence." Years of Service and 1-Year Breaks in
Service shall be measured on the same computation period.

(b) For purposes of "1-Year Break in Service" the following
definitions shall apply:

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

(2) A "maternity or paternity leave of absence" means, for Plan
Years beginning after December 31, 1984, an absence from
work for any period by reason of the Employee's pregnancy, birth
of the Employee's child, placement of a child with the Employee
in connection with the adoption of such child, or any absence for
the purpose of caring for such child for a period immediately
following such birth or placement. For this purpose, Hours of
Service shall be credited for the computation period in which the
absence from work begins, only if credit therefore is necessary
to prevent the Employee from incurring a 1-Year Break in Service,
or, in any other case, in the immediately following computation
period. The Hours of Service credited for a "maternity or
paternity leave of absence" shall be those which would normally
have been credited but for such absence, or, in any case in which
the Administrator is unable to determine such hours normally
credited, eight (8) Hours of Service per day. The total Hours of
Service required to be credited for a "maternity or paternity
leave of absence" shall not exceed 501.

1.44 "Participant" means any Eligible Employee who participates in the Plan
as provided in Sections 3.2 and 3.3, and has not for any reason become
ineligible to participate further in the Plan.

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

1.46 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions. A separate accounting shall be maintained with respect to that
portion of the Participant's Elective Account attributable to

<PAGE>

Elective Contributions pursuant to Section 4.2, Employer matching contributions
pursuant to Section 4.1(b) and any Employer Qualified Non-Elective
Contributions.

1.47 "Participant's Rollover Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from amounts rolled over from another qualified
plan or "conduit" Individual Retirement Account in accordance with Section 4.11.

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

1.49 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January lst of each year and ending the following December 31st.

1.50 "Pre-Retirement Survivor Annuity" means an immediate annuity for the
life of the Participant's spouse, the payments under which must be equal to the
actuarial equivalent of 100% of the Participant's Vested interest in the Plan as
of the date of death.

1.51 "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to Section 4.6. Such
contributions shall be considered an Elective Contribution for the purposes of
the Plan.

In addition, the Employer's contributions to the Plan that are made
pursuant to Sections 4.7(c) and 4.8(h) which are used to satisfy the "Actual
Contribution Percentage" tests shall be considered Qualified Non-Elective
Contributions and shall be subject to the provisions of Sections 4.2(b) and
4.2(c).

1.52 "Qualified Non-Elective Contribution Account" means the account
established hereunder to which Qualified Non-Elective Contributions are
allocated.

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

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

1.55 "Retirement Date" means the date as of which a Participant retires for
reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date, Early or Late Retirement Date
(see Section 6.1).

<PAGE>

1.56 "Super Top Heavy Plan" means a plan described in Section 2.2(b).

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

1.58 "Top Heavy Plan" means a plan described in Section 2.2(a).

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

1.60 "Top Paid Group" means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of "415 Compensation" (determined for this purpose in accordance with
Section 1.26) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan maintained by the
Employer. Employees who are non-resident aliens and who received no earned
income (within the meaning of Code Section 911(d)(2)) from the Employer
constituting United States source income within the meaning of Code Section
861(a)(3) shall not be treated as Employees. Additionally, for the purpose of
determining the number of active Employees in any year, the following additional
Employees shall also be excluded; however, such Employees shall still be
considered for the purpose of identifying the particular Employees in the Top
Paid Group:

(a) Employees with less than six (6) months of service;

(b) Employees who normally work less than 17 1/2 hours per week;

(d) Employees who have not yet attained age 21.

In addition, if 90 percent or more of the Employees of the Employer
are covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and the
Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top Paid Group.

<PAGE>

The foregoing exclusions set forth in this Section shall be applied on
a uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.

1.61 "Total and Permanent Disability" means a physical or mental condition
of a Participant resulting from bodily injury, disease, or mental disorder which
renders him incapable of continuing any gainful occupation and which condition
constitutes total disability. The disability of a Participant shall be
determined by a licensed physician chosen by the Administrator. The
determination shall be applied uniformly to all Participants.

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

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

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

1.65 "Year of Service" means:

(a) The computation period of twelve (12) consecutive months,
herein set forth, during which an Employee has at least 1,000 (for
eligibility purposes) Hour(s) of Service.

(b) For purposes of eligibility for participation, the initial
computation period shall begin with the date on which the Employee
first performs an Hour of Service and anniversaries thereof. The
participation computation period beginning after a 1-Year Break in
Service shall be measured from the date on which an Employee again
performs an Hour of Service and anniversaries thereof.

(d) Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service
shall be made in accordance with Department of Labor regulation
2530.203-2(c).

(e) A maximum of one (1) Year of Service with U.S. Software
Resource, Incorporated shall be recognized for Employees who are
employed by Tech Data Corporation (or one of its wholly-owned
subsidiaries) 90 days after the effective date of the acquisition of
the assets of U.S. Software Resource, Incorporated by Tech Data
Corporation.

<PAGE>

(f) Years of Service with any Affiliated Employer shall be
recognized.

(g) The Administrator may, in accordance with a uniform
non-discriminatory policy, elect to credit Hours of Service pursuant
to this Agreement using the following method:

-- Count actual Hours of Service for which an Employee is paid or
entitled to payment.

ARTICLE II
TOP HEAVY AND ADMINISTRATION

2.1 TOP HEAVY PLAN REQUIREMENTS

For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.4 of the Plan.

2.2 DETERMINATION OF TOP HEAVY STATUS

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

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

(b) This Plan shall be a Super Top Heavy Plan for any Plan Year
in which, as of the Determination Date, (1) the Present Value of
Accrued Benefits of Key Employees and (2) the sum of the Aggregate
Accounts of

<PAGE>

Key Employees under this Plan and all plans of an Aggregation Group,
exceeds ninety percent (90%) of the Present Value of Accrued Benefits
and the Aggregate Accounts of all Key and Non-Key Employees under this
Plan and all plans of an Aggregation Group.

(1) his Participant's account balance as of the most recent
valuation occurring within a twelve (12) month period ending on
the Determination Date;

(2) an adjustment for any contributions due as of the
Determination Date. Such adjustment shall be the amount of any
contributions actually made after the valuation date but due on
or before the Determination Date, except for the first Plan Year
when such adjustment shall also reflect the amount of any
contributions made after the Determination Date that are
allocated as of a date in that first Plan Year.

(3) any Plan distributions made within the Plan Year that
includes the Determination Date or within the four (4) preceding
Plan Years. However, in the case of distributions made after the
valuation date and prior to the Determination Date, such
distributions are not included as distributions for top heavy
purposes to the extent that such distributions are already
included in the Participant's Aggregate Account balance as of the
valuation date. Notwithstanding anything herein to the contrary,
all distributions, including distributions made prior to January
1, 1984, and distributions under a terminated plan which if it
had not been terminated would have been required to be included
in an Aggregation Group, will be counted. Further, distributions
from the Plan (including the cash value of life insurance
policies) of a Participant's account balance because of death
shall be treated as a distribution for the purposes of this
paragraph.

(4) any Employee contributions, whether voluntary or mandatory.
However, amounts attributable to tax deductible qualified
voluntary employee contributions shall not be considered to be a
part of the Participant's Aggregate Account balance.

<PAGE>

(5) with respect to unrelated rollovers and plan-to-plan
transfers (ones which are both initiated by the Employee and made
from a plan maintained by one employer to a plan maintained by
another employer), if this Plan provides the rollovers or
plan-to-plan transfers, it shall always consider such rollovers
or plan-to-plan transfers as a distribution for the purposes of
this Section. If this Plan is the plan accepting such rollovers
or plan-to-plan transfers, it shall not consider such
rollovers or plan-to-plan transfers as part of the Participant's
Aggregate Account balance.

(6) with respect to related rollovers and plan-to-plan transfers
(ones either not initiated by the Employee or made to a plan
maintained by the same employer), if this Plan provides the
rollover or plan-to-plan transfer, it shall not be counted as a
distribution for purposes of this Section. If this Plan is the
plan accepting such rollover or plan-to-plan transfer, it shall
consider such rollover or plan-to-plan transfer as part of the
Participant's Aggregate Account balance, irrespective of the date
on which such rollover or plan-to-plan transfer is accepted.

(7) for the purposes of determining whether two employers are to
be treated as the same employer in (5) and (6) above, all
employers aggregated under Code Section 414(b), (c), (m) and (o)
are treated as the same employer.

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

(1) Required Aggregation Group: In determining a Required
Aggregation Group hereunder, each qualified plan of the Employer,
including any Simplified Employee Pension Plan, in which a Key
Employee is a participant in the Plan Year containing the
Determination Date or any of the four preceding Plan Years, and
each other qualified plan of the Employer which enables any plan
in which a Key Employee participates to meet the requirements of
Code Sections 401(a)(4) or 410, will be required to be
aggregated. Such group shall be known as a Required Aggregation
Group.

In the case of a Required Aggregation Group, each qualified plan
in the group will be considered a Top Heavy Plan if the Required
Aggregation Group

<PAGE>

is a Top Heavy Group. No plan in the Required Aggregation Group
will be considered a Top Heavy Plan if the Required Aggregation
Group is not a Top Heavy Group.

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

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

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

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

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

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

<PAGE>

However, any such determination must include Present Value
of Accrued Benefit attributable to any Plan distributions referred to
in Section 2.2(c)(3) above, any Employee contributions referred to in
Section 2.2(c)(4) above or any related or unrelated rollovers referred
to in Sections 2.2(c)(5) and 2.2(c)(6) above.

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

(1) the Present Value of Accrued Benefits of Key Employees under
all defined benefit plans included in the group, and

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

(h) The Administrator shall determine whether this Plan is a Top
Heavy Plan on the Determination Date. Such determination of the top
heavy ratio shall be in accordance with Code Section 416 and the
Regulations thereunder.

2.3 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

(a) The Employer shall be empowered to appoint and remove the
Trustee and/or the Administrator from time to time as it deems
necessary for the proper administration of the Plan to assure that the
Plan is being operated for the exclusive benefit of the Participants
and their Beneficiaries in accordance with the terms of the Plan, the
Code, and the Act.

(b) The Employer shall establish a "funding policy and method,"
i.e., it shall determine whether the Plan has a short run need for
liquidity (e.g., to pay benefits) or whether liquidity is a long run
goal and investment growth (and stability of same) is a more current
need, or shall appoint a qualified person to do so. Such "funding
policy and method" shall be consistent with the objectives of this
Plan and with the requirements of Title I of the Act. Additionally,
the Employer may provide investment directions to the Trustee.

(c) The Employer may, in its discretion, appoint an Investment
Manager to manage all or a designated portion of the assets of the
Plan. In such event, the Trustee shall follow the directive of the
Investment manager in investing the assets of the Plan managed by the
Investment Manager.

<PAGE>

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

2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY

The Employer shall appoint one or more Administrators. Any person,
including, but not limited to, the Employees of the Employer, shall be eligible
to serve as an Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. An Administrator
may resign by delivering his written resignation to the Employer or be removed
by the Employer by delivery of written notice of removal, to take effect at a
date specified therein, or upon delivery to the Administrator if no date is
specified.

The Employer, upon the resignation or removal of an Administrator,
shall promptly designate in writing a successor to this position. If the
Employer does not appoint an Administrator, the Employer will function as the
Administrator. Additionally, the Employer may provide investment directions to
the Trustee.

2.5 ALLOCATION AND DELEGATION OF RESPONSIBILITIES

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

2.6 POWERS AND DUTIES OF THE ADMINISTRATOR

The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation,

<PAGE>

and application of the Plan. Any such determination by the Administrator shall
be conclusive and binding upon all persons; provided, however, that the
Administrator must first obtain the prior approval of the Trustee or Aetna
regarding the interpretation of any provisions of the Plan and Trust relating to
or affecting in any way the rights, duties and responsibilities of the Trustee
or Aetna, respectively. The Administrator may establish procedures, correct any
defect, supply any information, or reconcile any inconsistency in such manner
and to such extent as shall be deemed necessary or advisable to carry out the
purpose of the Plan; provided, however, that any procedure, discretionary act,
interpretation or construction shall be done in a nondiscriminatory manner based
upon uniform principles consistently applied and shall be consistent with the
intent that the Plan shall continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations issued pursuant thereto. The Administrator shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

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

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

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

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

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

(f) to determine the size and type of any contract to be
purchased from any Insurer, and to designate the Insurer from which
such contract shall be purchased;

(g) to consult with the Employer regarding the short and
long-term liquidity needs of the Plan;

<PAGE>

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

(i) to assist any Participant regarding his rights, benefits, or
elections available under the Plan.

2.7 LIABILITY OF ADMINISTRATOR

In connection with any action or determination, the Administrator
shall be entitled to rely upon information furnished by the Employer. To the
extent permitted by law, the Employer shall indemnify the Administrator against
any liability or loss sustained by reason of any act or failure to act in its
administrative capacity, if such act or failure to act does not involve willful
misconduct. Such indemnification of the Administrator shall include attorney's
fees and other costs and expenses reasonably incurred in defense of any action
brought against the Administrator by reason of any such act or failure to act.

2.8 RECORDS AND REPORTS

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

2.9 APPOINTMENT OF ADVISERS

The Administrator may appoint counsel, specialists, advisers, and
other persons as the Administrator deems necessary or desirable in connection
with the administration of this Plan.

2.10 INFORMATION FROM EMPLOYER

To enable the Administrator to perform his functions, the Employer
shall supply full and timely information to the Administrator on all matters
relating to the Compensation of all Participants, their Hours of Service, their
Years of Service, their retirement, death, disability, or termination of
employment, and such other pertinent facts as the Administrator may require; and
the Administrator shall advise the Trustee of such of the foregoing facts as may
be pertinent to the Trustee's duties under the Plan. The Administrator may rely
upon such information as is supplied by the Employer and shall have no duty or
responsibility to verify such information.

<PAGE>

2.11 PAYMENT OF EXPENSES

All expenses of administration shall be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses incident
to the functioning of the Administrator, including, but not limited to, fees of
recordkeepers, accountants, counsel, and other specialists and their agents,
and other costs of administering the Plan. Until paid, these expenses shall
constitute a liability of the Trust Fund. Any expense of administration paid to
the Trust Fund as a reimbursement shall not be considered an Employer
contribution.

2.12 MAJORITY ACTIONS

Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.5, if there shall be more than
one Administrator, they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.

2.13 CLAIMS PROCEDURE

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

2.14 CLAIMS REVIEW PROCEDURE

Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.13
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator a written request for a hearing. Such
request, together with a written statement of the reasons why the claimant
believes his claim should be allowed, shall be filed with the Administrator no
later than 60 days after receipt of the written notification provided for in
Section 2.13. The Administrator shall then conduct a hearing within the next 60
days, at which the claimant may be represented by an attorney or any other
representative of his choosing and at which the claimant shall have an
opportunity to submit written and oral evidence and arguments in support of his
claim. At the hearing (or prior thereto upon 5 business days written notice to
the Administrator) the claimant or his representative shall have an opportunity
to review all documents in the possession of the Administrator which are
pertinent to the claim at issue and its

<PAGE>

disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

ARTICLE III
ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY

Any Eligible Employee who has completed one (1) Year of Service and
has attained age 18 shall be eligible to participate hereunder as of the date he
has satisfied such requirements. However, any Employee who was a Participant in
the Plan prior to the effective date of this amendment and restatement shall
continue to participate in the Plan. The Employer shall give each prospective
Eligible Employee written notice of his eligibility to participate in the Plan
prior to the close of the Plan Year in which he first becomes an Eligible
Employee.

3.2 APPLICATION FOR PARTICIPATION

In order to become a Participant hereunder, each Eligible Employee
shall make application to the Employer for participation in the Plan and agree
to the terms hereof. Upon the acceptance of any benefits under this Plan, such
Employee shall automatically be deemed to have made application and shall be
bound by the terms and conditions of the Plan and all amendments hereto.

3.3 EFFECTIVE DATE OF PARTICIPATION

An Eligible Employee shall become a Participant effective as of the
first day of the month coinciding with or next following the date on which such
Employee met the eligibility requirements of Section 3.1, provided said Employee
was still employed as of such date (or if not employed on such date, as of the
date of rehire if a 1-Year Break in Service has not occurred).

<PAGE>

3.4 DETERMINATION OF ELIGIBILITY

The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.14.

3.5 TERMINATION OF ELIGIBILITY

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

(b) In the event a Participant is no longer a member of an
eligible class of Employees and becomes ineligible to participate but
has not incurred a 1-Year Break in Service, such Employee will
participate immediately upon returning to an eligible class of
Employees. If such Participant incurs a 1-Year Break in service,
ELIGIBILITY WILL BE DETERMINED UNDER THE BREAK IN SERVICE RULES OF
THE PLAN.

3.6 OMISSION OF ELIGIBLE EMPLOYEE

If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution, so that the omitted Employee
receives a total amount which said Employee would have received had he not been
omitted. Such contribution shall be made regardless of whether or not it is
deductible in whole or in part in any taxable year under applicable provisions
of the code.

3.7 INCLUSION OF INELIGIBLE EMPLOYEE

If, in any Plan Year, any person who should not have been included as
a Participant in the Plan is erroneously included and discovery of such
incorrect inclusion is not made until after a contribution for the year has been
made, the Employer shall not be entitled to recover the contribution made with
respect to the ineligible person regardless of whether or not a deduction is
allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
(except for Deferred Compensation which shall be distributed to the

<PAGE>

ineligible person) for the Plan Year in which the discovery is made.

3.8 ELECTION NOT TO PARTICIPATE

An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be communicated to the Employer, in writing, at least thirty (30) days before
the beginning of a Plan Year. This election is valid until otherwise revoked by
the Employee.

ARTICLE IV
CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

For each Plan Year, the Employer shall contribute to the Plan:

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

(b) on behalf of each Participant who is eligible to share in
matching contributions for the Plan Year, a discretionary matching
contribution equal to a percentage of each such Participant's Deferred
Compensation, the exact percentage to be determined each year by the
Employer, which amount shall be deemed an Employer's Elective
Contribution.

Except, however, in applying the matching percentage
specified above, only salary reductions up to 5% of Compensation shall
be considered, and the matching contribution on behalf of any
Participant shall not exceed $500.00 per year.

(c) Notwithstanding the foregoing, however, the Employer's
contributions for any Plan Year shall not exceed the maximum amount
allowable as a deduction to the Employer under the provisions of Code
Section 404. All contributions by the Employer shall be made in cash.

(d) Except, however, to the extent necessary to provide the top
heavy minimum allocations, the Employer shall make a contribution even
if it exceeds the amount which is deductible under Code Section 404.

<PAGE>

4.2 PARTICIPANT'S SALARY REDUCTION ELECTION

(a) Each Participant may elect to defer from 1% to 9% of his
Compensation which would have been received in the Plan Year, but for
the deferral election. A deferral election (or modification of an
earlier election) may not be made with respect to Compensation which
is currently available on or before the date the Participant executed
such election.

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

(b) The balance in each Participant's Elective Account shall be
fully Vested at all times and shall not be subject to Forfeiture for
any reason except as provided for in Sections 4.2(f) and 4.6(a)(1).

(1) a Participant's retirement, termination of employment, Total
and Permanent Disability, or death;

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

(3) the termination of the Plan without the establishment or
existence of a "successor plan," as that term is described in
Regulation 1.401(k)-1(d)(3)

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

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

(d) For each Plan Year, a Participant's Deferred Compensation
made under this Plan and all other plans,

<PAGE>

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

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

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

<PAGE>

treated as a pro rata distribution of Excess Deferred Compensation and
Income. The amount distributed shall not exceed the Participant's
Deferred Compensation under the Plan for the taxable year. Any
distribution on or before the last day of the Participant's taxable
year must satisfy each of the following conditions:

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

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

(3) the Plan must designate the distribution as a distribution of
Excess Deferred Compensation.

Any distribution made pursuant to this Section 4.2(f) shall
be made first from unmatched Deferred Compensation and, thereafter,
from Deferred Compensation which is matched. Matching contributions
which relate to such Deferred Compensation shall be forfeited.

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

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

(i) Employer Elective Contributions made pursuant to this Section
may be segregated into a separate account for each Participant until
such time as the allocations pursuant to Section 4.4 have been made.

(j) The Employer and the Administrator shall adopt a procedure
necessary to implement the salary reduction elections provided for
herein.

4.3 TIME OF PAYMENT OF CONTRIBUTION

The Employer shall generally pay to the Trustee its contribution to
the Plan for each Plan Year within the time prescribed by law, including
extensions of time, for the filing of the Employer's federal income tax return
for the Fiscal Year.

<PAGE>

However, Elective Contributions accumulated through payroll deductions
shall be paid to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer's general assets,
but in any event within ninety (90) days from the date on which such amounts
would, otherwise have been payable to the Participant in cash. The provisions of
Department of Labor regulations 2510.3-102 are incorporated herein by reference.
Furthermore, any additional Employer contributions which are allocable to the
Participant's. Elective Account for a Plan Year shall be paid to the Plan no
later than the twelve-month period immediately following the close of such Plan
Year.

4.4 ALLOCATION OF CONTRIBUTION AND EARNINGS

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

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

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

(2) With respect to the Employer's Elective Contribution made
pursuant to Section 4.1(b), to each Participant's Elective
Account in accordance with Section 4.1(b).

Any Participant actively employed during the Plan Year shall be
eligible to share in the matching contribution for the Plan Year.

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

(d) Notwithstanding the foregoing, Participants who are not
actively employed on the last day of the Plan Year due to Retirement
(Early, Normal or Late),

<PAGE>

Total and Permanent Disability or death shall share in the allocation
of contributions for that Plan Year.

(e) As of each Anniversary Date or other valuation date, before
allocation of Employer contributions, any earnings or losses (net
appreciation or net depreciation) of the Trust Fund shall be allocated
in the same proportion that each Participant's and Former
Participant's nonsegregated accounts bear to the total of all
Participants, and Former Participants' nonsegregated accounts as of
such date. If any nonsegregated account of a Participant has been
distributed prior to the Anniversary Date or other valuation date
subsequent to a Participant's termination of employment, no earnings
or losses shall be credited to such account.

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

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

(g) For purposes of the minimum allocations set forth above, the
percentage allocated to the Participant's account of any Key Employee
shall be equal to the ratio of the sum of the Employer's

<PAGE>

contributions allocated on behalf of such Key Employee divided by the
"415 Compensation" for such Key Employee.

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

(i) For the purposes of this section, "415 Compensation" shall
be limited to $150,000 ($200,000 for Plan Years beginning prior to
the first day of the first Plan Year beginning after December 31,
1993). Such amount shall be adjusted for increases in the cost of
living in accordance with Code Section 401(a)(17), except that the
dollar increase in effect on January 1 of any calendar year shall be
effective for the Plan Year beginning with such calendar year. For any
short Plan Year the "415 Compensation" limit shall be an amount equal
to the "415 Compensation" limit for the calendar year in which the
Plan Year begins multiplied by the ratio obtained by dividing the
number of full months in the short Plan Year by twelve (12).

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

(k) If a Former Participant is reemployed after five (5)
consecutive 1-Year Breaks in Service, then separate accounts shall be
maintained as follows:

(1) one account for nonforfeitable benefits attributable to
pre-break service; and

(2) one account representing his status in the Plan attributable
to post-break service.

(1) Notwithstanding anything to the contrary, if this is a Plan
that would otherwise fail to meet the requirements of Code Sections
401(a)(26), 410(b)(1) or 410(b)(2)(A)(i) and the Regulations
thereunder because Employer contributions would not be allocated to a
sufficient number or percentage of Participants for a Plan Year, then
the following rules shall apply:

<PAGE>

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

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

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

4.5 ACTUAL DEFERRAL PERCENTAGE TESTS

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

(1) The "Actual Deferral Percentage" for the Highly Compensated
Participant group shall not be more than the "Actual Deferral
Percentage" of the

<PAGE>

Non-Highly Compensated Participant group multiplied by 1.25, or

(2) The excess of the "Actual Deferral Percentage" for the
Highly Compensated Participant group over the "Actual Deferral
Percentage" for the Non-Highly Compensated Participant group
shall not be more than two percentage points. Additionally, the
"Actual Deferral Percentage" for the Highly Compensated
Participant group shall not exceed the "Actual Deferral
Percentage" for the Non-Highly Compensated Participant group
multiplied by 2. The provisions of Code Section 401(k)(3) and
Regulation 1.401(k)-l(b) are incorporated herein by reference.

However, in order to prevent the multiple use of the alternative
method described in (2) above and in Code Section 401(m)(9)(A),
any Highly Compensated Participant eligible to make elective
deferrals pursuant to Section 4.2 and to make Employee
contributions or to receive matching contributions under this
Plan or under any other plan maintained by the Employer or an
Affiliated Employer shall have a combination of his actual
deferral ratio and his actual contribution ratio reduced pursuant
to Regulation 1.401(m)-2 or the Employer shall make a Qualified
Non-Elective Contribution in accordance with Regulations
1.401(k)-l(b)(5) and-(f)(1) or 1.401(m)-l(b)(5) and (e)(1), the
provisions of which are incorporated herein by reference.

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

<PAGE>

(c) For the purpose of determining the actual deferral ratio of a
Highly Compensated Employee who is subject to the Family Member
aggregation rules of Code Section 414(q)(6) because such Participant
is either a "five percent owner" of the Employer or one of the ten
(10) Highly Compensated Employees paid the greatest "415 Compensation"
during the year, the following shall apply:

(1) The combined actual deferral ratio for the family group
(which shall be treated as one Highly Compensated Participant)
shall be determined by aggregating Employer Elective
Contributions and "414(s) Compensation" of all eligible Family
members (including Highly Compensated Participants). However, in
applying the $150,000 ($200,00,0 for Plan Years beginning prior
to the first day of the first Plan Year beginning after December
31, 1993) limit to "414(s) Compensation," Family Members shall
include only the affected Employee's spouse and any lineal
descendants who have not attained age 19 before the close of the
Plan Year.

(2) The Employer Elective Contributions and "414(s) Compensation"
of all Family Members shall be disregarded for purposes of
determining the "Actual Deferral Percentage" of the Non-Highly
Compensated Participant group except to the extent taken into
account in paragraph (1) above.

(3) If a Participant is required to be aggregated as a member of
more than one family group in a plan, all Participants who are
members of those family groups that include the Participant are
aggregated as one family group in accordance with paragraphs (1)
and (2) above.

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

(e) For the purposes of this Section and Code Sections 401(a)(4),
410(b) and 401(k), if two or more plans which include cash or deferred
arrangements are considered one plan for the purposes of Code Section
401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the
cash or deferred arrangements included in such plans shall be treated
as one arrangement. In addition, two or more cash or deferred
arrangements may be considered as a single arrangement

<PAGE>

for purposes of determining whether or not such arrangements satisfy
Code Sections 401(a)(4), 410(b) and 401(k). In such a case, the cash
or deferred arrangements included in such plans and the plans
including such arrangements shall be treated as one arrangement and as
one plan for purposes of this Section and Code Sections 401(a)(4),
410(b) and 401(k). Plans may be aggregated under this paragraph (e)
only if they have the same plan year.

Notwithstanding the above, an employee stock ownership plan
described in code section 4975(e)(7) or 409 may not be combined with
this Plan for purposes of determining whether the employee stock
ownership plan or this Plan satisfies this Section and Code Sections
401(a)(4), 410(b) and 401(k).

(f) For the purposes of this Section, if a Highly Compensated
Participant is a Participant under two or more cash or deferred
arrangements (other than a cash or deferred arrangement which is part
of an employee stock ownership plan as defined in Code Section
4975(e)(7) or 409) of the Employer or an Affiliated Employer, all such
cash or deferred arrangements shall be treated as one cash or deferred
arrangement for the purpose of determining the actual deferral ratio
with respect to such Highly Compensated Participant. However, if the
cash or deferred arrangements have different plan years, this
paragraph shall be applied by treating all cash or deferred
arrangements ending with or within the same calendar year as a single
arrangement.

4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

In the event that the initial allocations of the Employer's Elective
Contributions made pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a), the Administrator shall adjust Excess Contributions
pursuant to the options set forth below:

(a) On or before 2 1/2 months following the end of each Plan
Year, the Highly Compensated Participant having the highest actual
deferral ratio shall have his portion of Excess Contributions
distributed to him until one of the tests set forth in Section 4.5(a)
is satisfied, or until his actual deferral ratio equals the actual
deferral ratio of the Highly Compensated Participant having the second
highest actual deferral ratio. This process shall continue until one
of the tests set forth in Section 4.5(a) is satisfied. For each Highly
Compensated Participant, the amount of Excess Contributions is equal
to the Elective Contributions used to satisfy the "Actual Deferral

<PAGE>

Percentage" tests on behalf of such Highly Compensated Participant
(determined prior to the application of this paragraph) minus the
amount determined by multiplying the Highly Compensated Participant's
actual deferral ratio (determined after application of this paragraph)
by his "414(s) Compensation." However, in determining the amount of
Excess Contributions to be distributed with respect to an affected
Highly Compensated Participant as determined herein, such amount shall
be reduced pursuant to Section 4.2(f) by any Excess Deferred
Compensation and any matching contributions attributable to such
Excess Deferred Compensation previously distributed to such affected
Highly Compensated Participant for his taxable year ending with or
within such Plan Year.

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

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

(ii) shall be made first from unmatched Deferred
Compensation and, thereafter, from Deferred Compensation
which is matched. Matching contributions which relate to
such Deferred Compensation shall be distributed if used in
the "Actual Deferral Percentage" tests pursuant to Section
4.5 and/or as an adjustment to the "Actual Contribution
Percentage" tests pursuant to Section 4.7. Otherwise, such
matching contributions which relate to such Deferred
Compensation shall be forfeited;

(iii) shall be made from Qualified Non-Elective
Contributions only to the extent that Excess Contributions
exceed the balance in the Participant's Elective Account
attributable to Deferred Compensation and Employer matching
contributions made pursuant to Section 4.1(b);

(iv) shall be adjusted for Income; and

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

(2) Any distribution of less than the entire amount of Excess
Contributions shall be treated

<PAGE>

as a pro rata distribution of Excess Contributions and Income.

(3) The determination and correction of Excess Contributions of a
Highly Compensated Participant whose actual deferral ratio is
determined under the family aggregation rules shall be
accomplished by reducing the actual deferral ratio as required
herein, and the Excess Contributions for the family unit shall
then be allocated among the Family Members in proportion to the
Elective Contributions of each Family Member that were combined
to determine the group actual deferral ratio.

(b) Within twelve (12) months after the end of the Plan
Year, the Employer may make a special Qualified Non-Elective
Contribution on behalf of Non-Highly Compensated Participants in an
amount sufficient to satisfy one of the tests set forth in Section
4.5(a). Such contribution shall be allocated to the Participant's
Elective Account of each Non-Highly Compensated Participant (1) in the
same proportion that each Non-Highly Compensated Participant's
Compensation for the year bears to the total Compensation of all
Non-Highly Compensated Participants whether or not employed on the
last day of the Plan Year, or (2) who made salary reductions during
such Plan Year in the same proportion that each Non-Highly Compensated
Participant's Compensation for the year bears to the total
Compensation of all Non-Highly Compensated Participants whether or not
employed on the last day of the Plan Year.

(c) If during a Plan Year the projected aggregate amount of
Elective Contributions to be allocated to all Highly Compensated
Participants under this Plan would, by virtue of the tests set forth
in Section 4.5(a), cause the Plan to fail such tests, then THE
ADMINISTRATOR MAY LIMIT ELECTIVE CONTRIBUTIONS IN A NON-DISCRIMINATORY
MANNER THAT PREVENTS EXCESS CONTRIBUTIONS FROM BEING MADE.

(d) Any amounts not distributed within 2 1/2 months after the end
of the Plan Year shall be subject to the 10% Employer excise tax
imposed by Code Section 4979.

4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS

(a) The "Actual Contribution Percentage" for the Highly
Compensated Participant group shall not exceed the greater of:

<PAGE>

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

(2) the lesser of 200 percent of such percentage for the
Non-Highly Compensated Participant group, or such percentage for
the Non-Highly Compensated Participant group plus 2 percentage
points. However, to prevent the multiple use of the alternative
method described in this paragraph and Code Section 401(m)(9)(A),
any Highly Compensated Participant eligible to make elective
deferrals pursuant to Section 4.2 or any other cash or deferred
arrangement maintained by the Employer or an Affiliated Employer
and to make Employee contributions or to receive matching
contributions under this Plan or under any other plan maintained
by the Employer or an Affiliated Employer shall have a
combination of his actual deferral ratio and his actual
contribution ratio reduced pursuant to Regulation 1.401(m)-2 or
the Employer shall make a Qualified Non-Elective Contribution in
accordance with Regulations 1.401(k)-l(b)(5) and (f)(1) or
1.401(m)-l(b)(5) and (e)(1). The provisions of Code Section
401(m) and Regulations 1.401(m)-l(b) and 1.401(m)-2 are
incorporated herein by reference.

(b) For the purposes of this Section and Section 4.8, "Actual
Contribution Percentage" for a Plan Year means, with respect to the
Highly Compensated Participant group and Non-Highly Compensated
Participant group, the average of the ratios (calculated separately
for each Participant in each group) of:

(1) the sum of Employer matching contributions made pursuant to
Section 4.1(b) (to the extent such matching contributions are
not used to satisfy the "Actual Deferral Percentage" tests) on
behalf of each such Participant for such Plan Year; to

(2) the Participant's "414(s) Compensation" for such Plan Year.

(c) For purposes of determining the "Actual Contribution
Percentage" and the amount of Excess Aggregate contributions pursuant
to Section 4.8(d), only Employer matching contributions contributed to
the Plan prior to the end of the succeeding Plan Year shall be
considered. In addition, the Administrator may elect to take into
account, with respect to Employees eligible to have Employer matching
contributions pursuant to Section 4.1(b) allocated to their accounts,

<PAGE>

elective deferrals (as defined in Regulation 1.402(g)-l(b)) and
qualified non-elective contributions (as defined in Code Section
401(m)(4)(C)) contributed to any plan maintained by the Employer. Such
elective deferrals and qualified non-elective contributions shall be
treated as Employer matching contributions subject to Regulation
1.401(m)-l(b)(5) which is incorporated herein by reference. However,
the Plan Year must be the same as the plan year of the plan to which
the elective deferrals and the qualified non-elective contributions
are made.

(d) For the purpose of determining the actual contribution ratio
of a Highly Compensated Employee who is subject to the Family Member
aggregation rules of Code Section 414(q)(6) because such Employee is
either a "five percent owner" of the Employer or one of the ten
(10) Highly Compensated Employees paid the greatest "415
Compensation" during the year, the following shall apply:

(1) The combined actual contribution ratio for the family group
(which shall be treated as one Highly Compensated Participant)
shall be determined by aggregating Employer matching
contributions made pursuant to Section 4.1(b) (to the extent such
matching contributions are not used to satisfy the "Actual
Deferral Percentage" tests) and "414(s) Compensation" of all
eligible Family Members (including Highly Compensated
Participants). However, in applying the $150,000 ($200,000 for
Plan Years beginning prior to the first day of the first Plan
Year beginning after December 31, 1993) limit to "414(s)
Compensation", Family Members shall include only the affected
Employee's spouse and any lineal descendants who have not
attained age 19 before the close of the Plan Year.

(2) The Employer matching contributions made pursuant to Section
4.1(b) (to the extent such matching contributions are not used to
satisfy the "Actual Deferral Percentage" tests) and "414(s)
Compensation" of all Family Members shall be disregarded for
purposes of determining the "Actual Contribution Percentage" of
the Non-Highly Compensated Participant group except to the extent
taken into account in paragraph (1) above.

(3) If a Participant is required to be aggregated as a member of
more than one family group in a plan, all Participants who are
members of those family groups that include the

<PAGE>

Participant are aggregated as one family group in accordance with
paragraphs (1) and (2) above.

(e) For purposes of this Section and Code Sections 401(a)(4),
410(b) and 401(m), if two or more plans of the Employer to which
matching contributions, Employee contributions, or both, are made are
treated as one plan for purposes of Code Sections 401(a)(4) or 410(b)
(other than the average benefits test under Code Section
410(b)(2)(A)(ii)), such plans shall be treated as one plan. In
addition, two or more plans of the Employer to which matching
contributions, Employee contributions, or both, are made may be
considered as a single plan for purposes of determining whether or not
such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m). In such
a case, the aggregated plans must satisfy this Section and
Code Sections 401(a)(4), 410(b) and 401(m) as though such aggregated
plans were a single plan. Plans may be aggregated under this paragraph
(e) only if they have the same plan year.

Notwithstanding the above, an employee stock ownership plan
described in Code Section 4975(e)(7) or 409 may not be aggregated with
this Plan for purposes of determining whether the employee stock
ownership plan or this Plan satisfies this Section and Code Sections
401(a)(4), 410(b) and 401(m).

(f) If a Highly Compensated Participant is a Participant under
two or more plans (other than an employee stock ownership plan as
defined in Code Section 4975(e)(7) or 409) which are maintained by the
Employer or an Affiliated Employer to which matching contributions,
Employee contributions, or both, are made, all such contributions on
behalf of such Highly Compensated Participant shall be aggregated for
purposes of determining such Highly Compensated Participant's actual
contribution ratio. However, if the plans have different plan years,
this paragraph shall be applied by treating all plans ending with or
within the same calendar year as a single plan.

(g) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated
Participant and Non-Highly Compensated Participant shall include any
Employee eligible to have Employer matching contributions pursuant to
Section 4.1(b) (whether or not a deferral election was made or
suspended pursuant to Section 4.2(e)) allocated to his account for the
Plan Year.

<PAGE>

4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

(a) In the event that the "Actual Contribution Percentage" for
the Highly Compensated Participant group exceeds the "Actual
Contribution Percentage" for the Non-Highly Compensated Participant
group pursuant to Section 4.7(a), the Administrator (within 2 1/2
months following the end of the Plan Year, but in no event later than
the close of the following Plan Year) shall direct the Trustee to
distribute to or forfeit from the Highly Compensated Participant
having the highest actual contribution ratio, his portion of Excess
Aggregate Contributions (and Income allocable to such
contributions) until either one of the tests set forth in Section
4.7(a) is satisfied, or until his actual contribution ratio equals the
actual contribution ratio of the Highly Compensated Participant having
the second highest actual contribution ratio. This process shall
continue until one of the tests set forth in Section 4.7(a) is
satisfied.

Notwithstanding any other provision of this Section 4.8,
matching contributions may not be distributed merely because the
contribution to which it relates is treated as Excess Deferred
Compensation, an Excess Contribution, or an Excess Aggregate
Contribution.

(b) Any distribution of less than the entire amount of Excess
Aggregate Contributions (and Income) shall be treated as a pro rata
distribution of Excess Aggregate Contributions and Income.
Distribution of Excess Aggregate Contributions shall be designated by
the Employer as a distribution of Excess Aggregate Contributions (and
Income).

(c) Excess Aggregate Contributions shall be treated as Employer
contributions for purposes of Code Sections 404 and 415 even if
distributed from the Plan.

(d) For each Highly Compensated Participant, the amount of Excess
Aggregate Contributions is equal to the Employer matching
contributions made pursuant to Section 4.1(b) (to the extent such
matching contributions are not used to satisfy the "Actual Deferral
Percentage" tests) and any qualified non-elective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) on
behalf of the Highly Compensated Participant (determined prior to the
application of this paragraph) minus the amount determined by
multiplying the Highly Compensated Participant's actual contribution
ratio (determined after application of this paragraph) by his "414(s)

<PAGE>

Compensation." The actual contribution ratio must be rounded to the
nearest one-hundredth of one percent. In no case shall the amount of
Excess Aggregate Contribution with respect to any Highly Compensated
Participant exceed the amount of Employer matching contributions made
pursuant to Section 4.1(b) (to the extent such matching contributions
are not used to satisfy the "Actual Deferral Percentage" tests) and
any qualified non-elective contributions or elective deferrals taken
into account pursuant to Section 4.7(c) on behalf of such Highly
Compensated Participant for such Plan Year.

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

(f) If the determination and correction of Excess Aggregate
Contributions of a Highly Compensated Participant whose actual
contribution ratio is determined under the family aggregation rules,
then the actual contribution ratio shall be reduced and the Excess
Aggregate Contributions for the family unit shall be allocated among
the Family Members in proportion to the sum of Employer matching
contributions made pursuant to Section 4.1(b) (to the extent such
matching contributions are not used to satisfy the "Actual Deferral
Percentage" tests) and any qualified non-elective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) of
each Family Member that were combined to determine the group actual
contribution ratio.

(g) If during a Plan Year the projected aggregate amount of
Employer matching contributions to be allocated to all Highly
Compensated Participants under this Plan would, by virtue of the tests
set forth in Section 4.7(a), cause the Plan to fail such tests, then
the Administrator may limit Employer matching contributions in a
non-discriminatory manner that prevents Excess Aggregate Contributions
from being made.

(h) Notwithstanding the above, within twelve (12) months after
the end of the Plan Year, the Employer may make a special Qualified
Non-Elective Contribution on behalf of Non-Highly Compensated
Participants in an amount sufficient to satisfy one of

<PAGE>

the tests set forth in Section 4.7(a). Such contribution shall be
allocated to the Participant's Elective Account of each Non-Highly
Compensated Participant (1) in the same proportion that each
Non-Highly Compensated Participant's Compensation for the year bears
to the total Compensation of all Non-Highly Compensated Participants
whether or not employed on the last day of the Plan Year, or (2) who
made salary reductions during such Plan Year in the same proportion
that each Non-Highly Compensated Participant's Compensation for the
year bears to the total Compensation of all Non-Highly Compensated
Participants whether or not employed on the last day of the Plan Year.
A separate accounting shall be maintained for the purpose of excluding
such contributions from the "Actual Deferral Percentage" tests
pursuant to Section 4.5(a).

4.9 MAXIMUM ANNUAL ADDITIONS

(a) Notwithstanding the foregoing, the maximum "annual additions"
credited to a Participant's accounts for any "limitation year" shall
equal the lesser of: (1) $30,000 (or, if greater, one-fourth of the
dollar limitation in effect under Code Section 415(b)(1)(A)), or (2)
twenty-five percent (25%) of the Participant's "415 Compensation" for
such "limitation year". For any short "limitation year," the dollar
limitation in (1) above shall be reduced by a fraction, the numerator
of which is the number of full months in the short "limitation year"
and the denominator of which is twelve (12). However, for "limitation
years" beginning after December 31, 1994, the dollar amount in (1)
above shall be adjusted annually as provided in Code Section 415(d)
pursuant to Regulations.

(b) For purposes of applying the limitations of Code Section 415,
"annual additions" means the sum credited to a Participant's accounts
for any "limitation year" of (1) Employer contributions, (2) Employee
contributions, (3) forfeitures, (4) amounts allocated, after March 31,
1984, to an individual medical account, as defined in Code Section
415(l)(2) which is part of a pension or annuity plan maintained by the
Employer, (5) amounts allocated to a simplified employee pension, as
defined in Code Section 408(k), maintained by the Employer, and (6)
amounts derived from contributions paid or accrued after December 31,
1985, in taxable years ending after such date, which are attributable
to post-retirement medical benefits allocated to the separate account
of a key employee (as defined in Code Section 419A(d)(3)) under a
welfare benefit plan (as defined in Code Section 419(e)) maintained by
the Employer. Except, however,

<PAGE>

the "415 Compensation" percentage limitation referred to in paragraph
(a)(2) above shall not apply to: (1) any contribution for medical
benefits (within the meaning of Code Section 419A(f)(2)) after
separation from service which is otherwise treated as an "annual
addition," or (2) any amount otherwise treated as an "annual addition"
under Code Section 415(l)(1).

(c) For purposes of applying the limitations of Code Section 415,
the transfer of funds from one qualified plan to another is not an
"annual addition." In addition, the following are not Employee
contributions for the purposes of Section 4.9(b): (1) rollover
contributions (as defined in Code Sections 402(a)(5), 403(a)(4),
403(b)(8) and 408(d)(3)); (2) repayments of loans made to a
Participant from the Plan; (3) repayments of distributions received
by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4)
repayments of distributions received by an Employee pursuant to Code
Section 411(a)(3)(D) (mandatory contributions); and (5) Employee
contributions to a simplified employee pension excludable from gross
income under Code Section 408(k)(6).

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

(e) For "limitation years" beginning prior to January 1, 1995,
the dollar limitation under Code Section 415(b)(1)(A) stated in
paragraph (a)(1) above shall be adjusted annually as provided in Code
Section 415(d) pursuant to the Regulations. The adjusted limitation is
effective as of January 1st of each calendar year and is applicable to
"limitation years" ending with or within that calendar year.

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

(g) For the purpose of this Section, if the Employer is a member
of a controlled group of corporations, trades or businesses under
common control (as defined by Code Section 1563(a) or Code Section
414(b) and (c) as modified by Code Section 415(h)), is a member of an
affiliated service group (as defined by Code Section 414(m)), or is a
member of a group of entities required to be aggregated pursuant to

<PAGE>

Regulations under Code Section 414(o), all Employees of such Employers shall be
considered to be employed by a single Employer.

(h) For the purpose of this Section, if this Plan is a Code Section
413(c) plan, all Employers of a Participant who maintain this Plan will be
considered to be a single Employer.

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

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

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

(j) If an Employee is (or has been) a Participant in one or more
defined benefit plans and one or more defined contribution plans maintained by
the Employer, the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any "limitation year" may not exceed 1.0.

<PAGE>

(k) The defined benefit plan fraction for any "limitation year" is a
fraction, the numerator of which is the sum of the Participant's projected
annual benefits under all the defined benefit plans (whether or not terminated)
maintained by the Employer, and the denominator of which is the lesser of 125
percent of the dollar limitation determined for the "limitation year" under
Code Sections 415(b) and (d) or 140 percent of the highest average
compensation, including any adjustments under Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as
of the first day of the first "limitation year" beginning after December 31,
1986, in one or more defined benefit plans maintained by the Employer which
were in existence on May 6, 1986; the denominator of this fraction will not be
less than 125 percent of the sum of the annual benefits under such plans which
the Participant had accrued as of the close of the last "limitation year"
beginning before January 1, 1987, disregarding any changes in the terms and
conditions of the plan after May 5, 1986. The preceding sentence applies only
if the defined benefit plans individually and in the aggregate satisfied the
requirements of Code Section 415 for all "limitation years" beginning before
January 1, 1987.

(1) The defined contribution plan fraction for any "limitation year" is
a fraction, the numerator of which is the sum of the annual additions
to the Participant's Account under all the defined contribution plans (whether
or not terminated) maintained by the Employer for the current and all prior
"limitation years" (including the annual additions attributable to the
Participant's nondeductible Employee contributions to all defined benefit
plans, whether or not terminated, maintained by the Employer, and the annual
additions attributable to all welfare benefit funds, as defined in Code Section
419(e), all simplified employee pensions, as defined in Code Section 408(k),
and individual medical accounts, as defined in Code Section 415(l)(2),
maintained by the Employer), and the denominator of which is the sum of the
maximum aggregate amounts for the current and all prior "limitation years" of
service with the Employer (regardless of whether a defined contribution plan
was maintained by the Employer). The maximum aggregate amount in any
"limitation year" is the lesser of 125 percent of the dollar limitation
determined under Code Sections 415(b) and (d) in effect under Code Section
415(c)(1)(A) or 35 percent of the Participant's Compensation for such year.

<PAGE>

If the Employee was a Participant as of the end of the first day of
the first "limitation year" beginning after December 31, 1986, in one or more
defined contribution plans maintained by the Employer which were in existence
on May 6, 1986, the numerator of this fraction will be adjusted if the sum of
this fraction and the defined benefit fraction would otherwise exceed 1.0 under
the terms of this Plan. Under the adjustment, an amount equal to the product of
(1) the excess of the sum of the fractions over 1.0 times (2) the denominator
of this fraction, will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as they would be
computed as of the end of the last "limitation year" beginning before January
1, 1987, and disregarding any changes in the terms and conditions of the Plan
made after May 5, 1986, but using the Code Section 415 limitation applicable
to the first "limitation year" beginning on or after January 1, 1987. The
annual addition for any "limitation year" beginning before January 1, 1987
shall not be recomputed to treat all Employee contributions as annual
additions.

(m) Notwithstanding the foregoing, for any "limitation year" in
which the Plan is a Top Heavy Plan, 100 percent shall be substituted for 125
percent in Sections 4.9(k) and 4.9(l) unless the extra minimum allocation is
being provided pursuant to Section 4.4. However, for any "limitation year" in
which the Plan is a Super Top Heavy Plan, 100 percent shall be substituted for
125 percent in any event.

(n) Notwithstanding anything contained in this Section to the
contrary, the limitations, adjustments and other requirements prescribed in
this Section shall at all times comply with the provisions of Code Section 415
and the Regulations thereunder, the terms of which are specifically
incorporated herein by reference.

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

(a) If, as a result of a reasonable error in estimating a
Participant's Compensation, a reasonable error in determining the amount of
elective deferrals (within the meaning of Code Section 402(g)(3)) that may be
made with respect to any Participant under the limits of section 4.9 or other
facts and circumstances to which Regulation 1.415-6(b)(6) shall be applicable,
the "annual additions" under this Plan would cause the maximum "annual
additions" to be exceeded for any Participant, the Administrator shall (1)
distribute any elective deferrals plus interest (within the meaning of Code
Section 402(g)(3)) or return any voluntary

<PAGE>

Employee contributions plus interest credited for the "limitation year" to the
extent that the return would reduce the "excess amount" in the Participant's
accounts (2) hold any "excess amount" plus interest remaining after the return
of any elective deferrals or voluntary Employee contributions in a "Section 415
suspense account" (3) use the "Section 415 suspense account" in the next
"limitation year" (and succeeding "limitation years" if necessary) to reduce
Employer contributions for that Participant if that Participant is covered by
the Plan as of the end of the "limitation year," or if the Participant is not
so covered, allocate and reallocate the "Section 415 suspense account" in the
next "limitation year" (and succeeding "limitation years" if necessary) to all
Participants in the Plan before any Employer or Employee contributions which
would constitute "annual additions" are made to the Plan for such "limitation
year" (4) reduce Employer contributions to the Plan for such "limitation year"
by the amount of the "Section 415 suspense account" allocated and reallocated
during such "limitation year."

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

(c) For purposes of this Section, "Section 415 suspense account" shall
mean an unallocated account equal to the sum of "excess amounts" for all
Participants in the Plan during the "limitation year." The "Section 415
suspense account" shall not share in any earnings or losses of the Trust Fund.

4.11 ROLLOVERS

(a) With the consent of the Administrator, amounts may be rolled over
into this Plan by Employees, provided that the rollover will not jeopardize the
tax exempt status of the Plan or create adverse tax consequences for the
Employer. Only one rollover will be permitted per Employee between each hire
date and termination date of that Employee. The amounts rolled over shall be
set up in a separate account herein referred to as a "Participant's Rollover
Account." Such account shall be fully Vested at all times and shall not be
subject to Forfeiture for any reason. The Trustee shall have no duty or
responsibility to inquire as to the propriety of the amount, value or type of
assets transferred, nor to conduct any due diligence with respect to such
assets; provided, however, that

<PAGE>

such assets are otherwise eligible to be held by the Trustee under the terms of
this Plan.

(b) Amounts in a Participant's Rollover Account shall be held by the
Trustee pursuant to the provisions of this Plan and may not be withdrawn by, or
distributed to the Participant, in whole or in part, except as provided in
paragraph (c) of this Section.

(c) At Normal Retirement Date, or such other date when the Participant
or his Beneficiary shall be entitled to receive a distribution, the fair market
value of the Participant's Rollover Account shall be used to provide additional
benefits to the Participant or his Beneficiary. Any distributions of amounts
held in a Participant's Rollover Account shall be made in a manner which is
consistent with and satisfies the provisions of Section 6.5, including, but not
limited to, all notice and consent requirements of Code Sections 417 and
411(a)(11) and the Regulations thereunder. Furthermore, such amounts shall be
considered as part of a Participant's benefit in determining whether an
involuntary cash-out of benefits without Participant consent may be made.

(d) The Administrator may direct that Employee rollovers made after a
valuation date be segregated into a separate account for each Participant until
such time as the allocations pursuant to this Plan have been made, at which
time they may remain segregated or be invested as part of the general Trust
Fund, to be determined by the Administrator.

(e) For purposes of this Section, the term "rollover" shall mean (i)
distributions received by an Employee from another qualified plan which are
eligible rollover distributions and which are transferred by the Employee to
this Plan within sixty (60) days following his receipt thereof; (ii) amounts
transferred to this Plan from a conduit individual retirement account provided
that the conduit individual retirement account has no assets other than assets
which (A) were previously distributed to the Employee by another qualified plan
as a lump-sum distribution (B) were eligible for tax-free rollover to a
qualified plan and (C) were deposited in such conduit individual retirement
account within sixty (60) days of receipt thereof and other than earnings on
said assets; and (iii) amounts distributed to the Employee from a conduit
individual retirement account meeting the requirements of clause (ii) above,
and transferred by. the Employee to this Plan within sixty (60) days of his
receipt thereof from such conduit individual retirement account.

<PAGE>

(f) Prior to accepting any rollovers to which this Section applies, the
Administrator may require the Employee to establish that the amounts to be
rolled over to this Plan meet the requirements of this Section and may also
require the Employee to provide an opinion of counsel satisfactory to the
Employer that the amounts to be transferred meet the requirements of this
Section.

4.12 DIRECTED INVESTMENT ACCOUNT

(a) The Administrator, in his sole discretion, may determine that all
Participants be permitted to direct the Trustee as to the investment of all or
a portion of any one or more of their individual account balances. Participants
may direct the Trustee in writing to invest their account in specific assets
as permitted by the Administrator, who shall determine that such investments
are in accordance with the Department of Labor regulations under Act Section
404(c) and are permitted by the Plan. That portion of the account of any
Participant so directing will thereupon be considered a "Directed Investment
Account." The Trustee shall not act as a Fiduciary with respect to any
Participant directions and shall have no duty to inquire as to the
permissibility or appropriateness of the assets or the propriety of any such
directions. The Trustee shall accept Participant directions only in accordance
with the procedure established pursuant to paragraph (c) below.

(b) A separate Directed Investment Account shall be established and
maintained by the recordkeeper for each Participant who has directed an
investment. Transfers between the Participant's regular account and his
Directed Investment Account shall be charged and credited as the case may be to
each account. The Directed Investment Account shall not share in Trust Fund
earnings, but it shall be charged or credited as appropriate with the net
earnings, gains, losses and expenses as well as any appreciation or
depreciation in market value during each Plan Year attributable to such
account.

(c) The Administrator shall designate Aetna to receive, summarize and
relay, in accordance with its normal business procedures, to the Trustee,
Participant direction permitted under Section 4.12(a), to be applied in a
uniform and nondiscriminatory manner, setting forth the permissible investment
options under this Section, how often changes between investments may be made,
and any other limitations that the Administrator shall impose on a
Participant's right to direct investments.

<PAGE>

(d) If a stable value investment option (e.g., a plan investment option
comprised in whole or in part of GICs or other investment contracts which
provide for stable principal value) is available to Participants, then
interfund transfer rules governing Participant transactions will be established
and maintained to conform with the most restrictive interfund transfer rules
contained in the contract(s) used to fund the stable value investment option.

ARTICLE V
VALUATIONS

5.1 VALUATION OF THE TRUST FUND

The Trustee shall, as of each Anniversary Date, and at such other date
or dates, deemed necessary by the Administrator, herein called "valuation date,"
determine the net worth of the assets comprising the Trust Fund as it exists on
the "valuation date." In determining such net worth, the Trustee shall value the
assets comprising the Trust Fund at their fair market value as of the "valuation
date" and shall deduct all expenses for which the Trustee has not yet obtained
reimbursement from the Employer or the Trust Fund. Notwithstanding the
foregoing, the Trustee shall conclusively rely on any valuation of the assets
comprising the Trust Fund or any investment funds available to the Plan as
provided by Aetna or the Administrator as appropriate.

5.2 METHOD OF VALUATION

In determining the fair market value of securities held in the Trust
Fund which are listed on a registered stock exchange, the Trustee shall value
the same at the prices they were last traded on such exchange preceding the
close of business on the "valuation date." If such securities were not traded
on the "valuation date," or if the exchange on which they are traded was not
open for business on the "valuation date," then the securities shall be valued
at the prices, at which they were last traded prior to the "valuation date."
Any unlisted security held in the Trust Fund shall be valued at its bid price
next preceding the close of business on the "valuation date," which bid price
shall be obtained from a registered broker or an investment banker. In
determining the fair market value of assets other than securities for which
trading or bid prices can be obtained, the Trustee shall appraise such assets
as directed by the Administrator and rely conclusively on the values
established by the Administrator.

<PAGE>

ARTICLE VI
DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT

Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on his Normal Retirement Date or Early
Retirement Date. However, a Participant may postpone the termination of his
employment with the Employer to a later date, in which event the participation
of such Participant in the Plan, including the right to receive allocations
pursuant to Section 4.4, shall continue until his Late Retirement Date. Upon a
Participant's Retirement Date or attainment of his Normal Retirement Date
without termination of employment with the Employer, or as soon thereafter as
is practicable, the Administrator shall distribute all amounts credited to such
Participant's account in accordance with Section 6.5.

6.2 DETERMINATION OF BENEFITS UPON DEATH

(a) Upon the death of a Participant before his Retirement Date or other
termination of his employment, all amounts credited to such Participant's
account shall become fully Vested. The Administrator shall direct, in
accordance with the provisions of sections 6.6 and 6.7, the distribution of the
deceased Participant's accounts to the Participant's Beneficiary.

(b) Upon the death of a Former Participant, the Administrator shall
direct, in accordance with the provisions of Sections 6.6 and 6.7, the
distribution of any remaining Vested amounts credited to the accounts of such
deceased Former Participant to such Former Participant's Beneficiary.

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

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

(e) Unless otherwise elected in the manner prescribed in Section 6.6,
the Beneficiary of the Pre-Retirement Survivor Annuity shall be the
Participant's spouse. Except, however, the Participant

<PAGE>

may designate a Beneficiary other than his spouse for the Pre-Retirement
Survivor Annuity if:

(1) the Participant and his spouse have validly waived the
Pre-Retirement Survivor Annuity in the manner prescribed in Section
6.6, and the spouse has waived his or her right to be the
Participant's Beneficiary, or

(2) the Participant is legally separated or has been abandoned (within
the meaning of local law) and the Participant has a court order to
such effect (and there is no "qualified domestic relations order" as
defined in Code Section 414(p) which provides otherwise), or

(3) the Participant has no spouse, or

(4) the spouse cannot be located.

In such event, the designation of a Beneficiary shall be made on a form
satisfactory to the Administrator. A Participant may at any time revoke his
designation of a Beneficiary or change his Beneficiary by filing written notice
of such revocation or change with the Administrator. However, the
Participant's spouse must again consent in writing to any change in Beneficiary
unless the original consent acknowledged that the spouse had the right to limit
consent only to a specific Beneficiary and that the spouse voluntarily elected
to relinquish such right. In the event no valid designation of Beneficiary
exists at the time of the Participant's death, the death benefit shall be
payable to his estate.

(f) In the event of any conflict between the terms of this Plan and the
terms of any contract issued hereunder, the Plan provisions shall control.

6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

In the event of a Participant's Total and Permanent Disability prior
to his Retirement Date or other termination of his employment, all amounts
credited to such Participant's account shall become fully Vested. In the event
of a Participant's Total and Permanent Disability, the Administrator, in
accordance with the provisions of Sections 6.5 and 6.7, shall direct the
distribution to such Participant of all amounts credited to such Participant's
account as though he had retired.

<PAGE>

6.4 DETERMINATION OF BENEFITS UPON TERMINATION

(a) In the event that a Participant's employment is terminated for any
reason other than death, Total and Permanent Disability or retirement, the
Administrator may direct the Trustee to distribute the amount of the Vested
portion of such Terminated Participant's account to such Participant as soon as
practicable in accordance with the form of distribution selected by the
Participant. The amount of the portion of the Participant's account that is not
Vested may be credited to a separate account (which will always share in gains
and losses of the Trust Fund) and at such time as the amount becomes a
Forfeiture shall be treated in accordance with the provisions of the Plan
regarding Forfeitures.

Distribution of the funds due to a Terminated Participant shall be made
on the occurrence of an event which would result in the distribution had the
Terminated Participant remained in the employ of the Employer (upon the
Participant's death, Total and Permanent Disability, Early or Normal
Retirement). However, at the election of the Participant, the Administrator
shall direct that the entire Vested portion of the Terminated Participant's
account be payable to such Terminated Participant. Any distribution under this
paragraph shall be made in a manner which is consistent with and satisfies the
provisions of Section 6.5, including, but not limited to, all notice and
consent requirements of Code Sections 417 and 411(a)(11) and the Regulations
thereunder.

Notwithstanding the above, if the value of a Terminated Participant's
Vested benefit derived from Employer and Employee contributions does not
exceed, and at the time of any prior distribution, has never exceeded $3,500,
the Administrator shall direct that the entire Vested benefit be paid to such
Participant in a single lump sum without regard to the consent of the
Participant or the Participant's spouse.

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

(c) The computation of a Participant's nonforfeitable percentage of his
interest in the Plan shall not be reduced as the result of any direct or
indirect amendment to this Plan. For this purpose, the Plan shall be treated as
having been amended if the Plan provides for an automatic change in vesting due
to a change in top heavy status. In the event that the

<PAGE>

Plan is amended to change or modify any vesting schedule, a Participant with
at least three (3) Years of Service as of the expiration date of the election
period may elect to have his nonforfeitable percentage computed under the Plan
without regard to such amendment. If a Participant fails to make such election,
then such Participant shall be subject to the new vesting schedule. The
Participant's election period shall commence on the adoption date of the
amendment and shall end 60 days after the latest of:

(1) the adoption date of the amendment,

(2) the effective date of the amendment, or

(3) the date the Participant receives written notice of the amendment
from the Employer or Administrator.

(d)(1) If any Former Participant shall be reemployed by the Employer
before a 1-Year Break in Service occurs, he shall continue to participate in
the Plan in the same manner as if such termination had not occurred.

(2) A Former Participant shall participate in the Plan as of his date
of reemployment.

(3) If a Former Participant completes a Year of Service (a 1-Year Break
in Service previously occurred, but employment had not terminated), he
shall participate in the Plan retroactively from the first day of the
Plan Year during which he completes one (1) Year of Service.

6.5 DISTRIBUTION OF BENEFITS

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

(1) One lump-sum payment in cash. This shall be the normal form of
payment, except as otherwise provided below.

(2) Purchase of or providing an annuity subject to the provisions of
Section 6.5(b).

(b) Special rules applicable to annuity payments (If the Plan does not
require annuity as the normal form, then see the provisions of Section 6.12 of
the Plan):

<PAGE>

(1) Unless otherwise elected as provided below, a Participant who is
married on the "annuity starting date" and who does not die before the
"annuity starting date" shall receive the value of all of his benefits
in the form of a Joint and Survivor Annuity. The Joint and Survivor
Annuity is an annuity that commences immediately and shall be equal in
value to a single life annuity. Such joint and survivor benefits
following the Participant's death shall continue to the spouse during
the spouse's lifetime at a rate equal to 50% of the rate at which such
benefits were payable to the Participant. This Joint and 50% Survivor
Annuity shall be considered the designated qualified Joint and
Survivor Annuity and automatic form of payment for the purposes of
this Plan. However, the Participant may elect to receive a smaller
annuity benefit with continuation of payments to the spouse at a rate
of sixty-six and two-thirds percent (66 2/3%), seventy-five percent
(75%) or one hundred percent (100%) of the rate payable to a
Participant during his lifetime, which alternative Joint and Survivor
Annuity shall be equal in value to the automatic Joint and 50%
Survivor Annuity. An unmarried Participant shall receive the value of
his benefit in the form of a life annuity. Such unmarried Participant,
however, may elect in writing to waive the life annuity. The election
must comply with the provisions of this section as if it were an
election to waive the Joint and Survivor Annuity by a married
Participant, but without the spousal consent requirement. The
Participant may elect to have any annuity provided for in this Section
distributed upon the attainment of the "earliest retirement age" under
the Plan. The "earliest retirement age" is the earliest date on which
under the Plan, the Participant could elect to receive retirement
benefits.

(2) Any election to waive the Joint and Survivor Annuity must be made
by the Participant in writing during the election period and be
consented to by the Participant's spouse. If the spouse is legally
incompetent to give consent, the spouse's legal guardian, even if such
guardian is the Participant, may give consent. Such election shall
designate a Beneficiary (or a form of benefits) that may not be
changed without spousal consent (unless the consent of the spouse
expressly permits designations by the Participant without the
requirement of further consent by the spouse). Such spouse's consent
shall be

<PAGE>

irrevocable and must acknowledge the effect of such election and be
witnessed by a Plan representative or a notary public. Such consent
shall not be required if it is established to the satisfaction of the
Administrator that the required consent cannot be obtained because
there is no spouse, the spouse cannot be located, or other
circumstances that may be prescribed by Regulations. The election made
by the Participant and consented to by his spouse may be revoked by
the Participant in writing without the consent of the spouse at any
time during the election period. The number of revocations shall not
be limited. A former spouse's waiver shall not be binding on a new
spouse.

(3) The election period to waive the Joint and Survivor Annuity shall
be the 90 day period ending on the "annuity starting date."

(4) For purposes of this Section and Section 6.6, the "annuity
starting date" means the first day of the first period for which an
amount is paid as an annuity, or, in the case of a benefit not payable
in the form of an annuity, the first day on which all events have
occurred which entitle the Participant to such benefit.

(5) With regard to the election, the Administrator shall provide to
the Participant no less than 30 days and no more than 90 days before
the "annuity starting date" a written explanation of:

(i) the terms and conditions of the Joint and Survivor Annuity,
and

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

(iii) the right of the Participant's spouse to consent to any
election to waive the Joint and Survivor Annuity, and

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

(c) In the event a married Participant duly elects pursuant to
paragraph (b)(2) above not to receive his benefit in the form of a Joint and
Survivor Annuity, or if such Participant is not married, in the form of a life
annuity, the Administrator, pursuant to

<PAGE>

the election of the Participant, shall direct the distribution to a Participant
or his Beneficiary of any amount to which he is entitled under the Plan in one
or more of the following methods:

(1) one lump-sum payment in cash;

(2) Payments in such other forms as may be available under the Group
Annuity Contract.

(d) The present value of a Participant's Joint and Survivor Annuity
derived from Employer and Employee contributions may not be paid without his
written consent if the value exceeds, or has ever exceeded at the time of any
prior distribution, $3,500. Further, the spouse of a Participant must consent
in writing to any immediate distribution. If the value of the Participant's
benefit derived from Employer and ,Employee contributions does not exceed
$3,500 and has never exceeded $3,500 at the time of any prior distribution, the
Administrator shall as soon as practicable distribute such benefit without such
Participant's consent. No distribution may be made under the preceding sentence
after the "annuity starting date" unless the Participant and his spouse consent
in writing to such distribution. Any written consent required under this
paragraph must be obtained not more than 90 days before commencement of the
distribution and shall be made in a manner consistent, with Section 6.5(b)(2).

(e) Any distribution to a Participant who has a benefit which exceeds,
or has ever exceeded at the time of any prior distribution, $3,500, shall
require such Participant's consent if such distribution commences prior to the
later of his Normal Retirement Age or age 62. With regard to this required
consent:

(1) No consent shall be valid unless the Participant has received, if
applicable, a general description of the material features and an
explanation of the relative values of the optional forms of benefit
available under the Plan that would satisfy the notice requirements of
Code Section 417.

(2) The Participant must be informed of his right to defer receipt of
the distribution. If a Participant fails to consent, it shall be
deemed an election to defer the commencement of payment of any
benefit. However, any election to defer the receipt of benefits shall
not apply with respect to distributions which are required under
Section 6.5(f).

<PAGE>

(3) Notice of the rights specified under this paragraph shall be
provided no less than 30 days and no more than 90 days before the
"annuity starting date".

(4) Written consent of the Participant to the distribution must not be
made before the Participant receives the notice and must not be made
more than 90 days before the "annuity starting date".

(5) No consent shall be valid if a significant detriment is imposed
under the Plan on any Participant who does not consent to the
distribution.

If a distribution is one to which Code Sections 401(a)(11) and 417 do
not apply, such distribution may commence less than 30 days after the notice
required under Regulation 1.411(a)-11(c) is given, provided that: (1) the
Administrator clearly informs the Participant that the Participant has a right
to a period of at least 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and (2) the Participant, after receiving the
notice, affirmatively elects a distribution.

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

(1) A Participant's benefits shall be distributed to him not later
than April lst of the calendar year following the later of (i) the
calendar year in which the Participant attains age 70 1/2 or (ii) the
calendar year in which the Participant retires, provided, however,
that this clause (ii) shall not apply in the case of a Participant who
is a "five (5) percent owner" at any time during the five (5) Plan
Year period ending in the calendar year in which he attains age 70 1/2
or, in the case of a Participant who becomes a "five (5) percent
owner" during any subsequent Plan Year, clause (ii) shall no longer
apply and the required beginning date shall be the April 1st of the
calendar year following the

<PAGE>

calendar year in which such subsequent Plan Year ends. Alternatively,
distributions to a Participant must begin no later than the applicable
April 1st as determined under the preceding sentence and must be made
over the life of the Participant (or the lives of the Participant and
the Participant's designated Beneficiary) or the life expectancy of
the Participant (or the life expectancies of the Participant and his
designated Beneficiary) in accordance with Regulations.
Notwithstanding the foregoing, clause (ii) above shall not apply to
any Participant unless the Participant had attained age 70 1/2 before
January 1, 1988 and was not a "five (5) percent owner" at any time
during the Plan Year ending with or within the calendar year in which
the Participant attained age 66 1/2 or any subsequent Plan Year.

(2) Distributions to a Participant and his Beneficiaries shall only be
made in accordance with the incidental death benefit requirements of
Code Section 401(a)(9)(G) and the Regulations thereunder.

(g) For purposes of this Section, the life expectancy of a Participant
and a Participant's spouse (other than in the case of a life annuity) shall be
redetermined annually in accordance with Regulations. Life expectancy and joint
and last survivor expectancy shall be computed using the return multiples in
Tables ,V and VI of Regulation 1.72-9.

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

6.6 DISTRIBUTION OF BENEFITS UPON DEATH

(a) Unless otherwise elected as provided below (or if the Plan does not
require annuity as the normal form, then see the provisions of Section 6.12 of
the Plan), a Vested Participant who dies before the annuity starting date and
who has a surviving spouse shall have his Pre-Retirement Survivor Annuity paid
to his surviving spouse. The Participant's spouse may direct that payment of
the Pre-Retirement Survivor Annuity commence within a reasonable period after
the Participant's death. If the spouse does not so direct, payment of such
benefit will commence at the time the Participant would have attained the later
of his Normal Retirement Age or age 62. However, the spouse may elect

<PAGE>

a later commencement date. Any distribution to the Participant's spouse shall
be subject to the rules specified in Section 6.6(g).

(b) Any election to waive the Pre-Retirement Survivor Annuity before
the Participant's death must be made by the Participant in writing during the
election period and shall require the spouse's irrevocable consent in the same
manner provided for in Section 6.5(b)(2). Further, the spouse's consent must
acknowledge the specific nonspouse Beneficiary. Notwithstanding the foregoing,
the nonspouse Beneficiary need not be acknowledged, provided the consent of the
spouse acknowledges that the spouse has the right to limit consent only to a
specific Beneficiary and that the spouse voluntarily elects to relinquish such
right.

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

(d) With regard to the election, the Administrator shall provide each
Participant within the applicable period, with respect to such Participant (and
consistent with Regulations), a written explanation of the Pre-Retirement
Survivor Annuity containing comparable information to that required pursuant
to Section 6.5(b)(5). For the purposes of this paragraph, the term "applicable
period" means, with respect to a Participant, whichever of the following
periods ends last:

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

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

<PAGE>

(3) A reasonable period ending after the Plan no longer fully
subsidizes the cost of the Pre-Retirement Survivor Annuity with
respect to the Participant;

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

(5) A reasonable period after separation from service in the case of a
Participant who separates before attaining age 35. For this purpose,
the Administrator must provide the explanation beginning one year
before the separation from service and ending one year after such
separation. If such a Participant thereafter returns to employment
with the Employer, the applicable period for such Participant shall be
redetermined.

For purposes of applying this Section 6.6(d), a reasonable period
ending after the enumerated events described in paragraphs (2), (3) and (4) is
the end of the two year period beginning one year prior to the date the
applicable event occurs, and ending one year after that date.

(e) If the present value of the Pre-Retirement Survivor Annuity derived
from Employer and Employee contributions does not exceed $3,500 and has never
exceeded $3,500 at the time of any prior distribution, the Administrator shall
direct the immediate distribution of such amount to the Participant's spouse.
No distribution may be made under the preceding sentence after the annuity
starting date unless the spouse consents in writing. If the value exceeds, or
has ever exceeded, $3,500 at the time of any prior distribution, an immediate
distribution of the entire amount may be made to the surviving spouse, provided
such surviving spouse consents in writing to such distribution. Any written
consent required under this paragraph must be obtained not more than 90 days
before commencement of the distribution and shall be made in a manner
consistent with Section 6.5(b)(2).

(f)(1) In the event there is an election to waive the Pre-Retirement
Survivor Annuity such death benefits shall be paid to the Participant's
Beneficiary by one of the following methods, as elected by the Participant (or
if no election has been made prior to the Participant's death, by his
Beneficiary), subject to the rules specified in Section 6.6(g):

(i) One lump-sum payment in cash;

<PAGE>

(ii) Payments in such other forms as may be available under the
Group Annuity Contract.

(2) In the event the death benefit payable pursuant to Section 6.2 is
payable in installments, then, upon the death of the Participant, the
Administrator may direct that the death benefit be segregated and
invested separately, and that the funds accumulated in the segregated
account be used for the payment of the installments.

(g) Notwithstanding any provision in the Plan to the contrary,
distributions upon the death of a Participant shall be made in accordance with
the following requirements and shall otherwise comply with Code Section
401(a)(9) and the Regulations thereunder. If the death benefit is paid in the
form of a Pre-Retirement Survivor Annuity, then distributions to the
Participant's surviving spouse must commence on or before the later of: (1)
December 31st of the calendar year immediately following the calendar year in
which the Participant died; or (2) December 31st of the calendar year in which
the Participant would have attained age 70 1/2. If it is determined pursuant to
Regulations that the distribution of a Participant's interest has begun and the
Participant dies before his entire interest has been distributed to him, the
remaining portion of such interest shall be distributed at least as rapidly as
under the method of distribution selected pursuant to Section 6.5 as of his
date of death. If a Participant dies before he has begun to receive any
distributions of his interest under the Plan or before distributions are deemed
to have begun pursuant to Regulations (and distributions are not to be made in
the form of a Pre-Retirement Survivor Annuity), then his death benefit shall
be distributed to his Beneficiaries by December 31st of the calendar year in
which the fifth anniversary of his date of death occurs.

However, the 5-year distribution requirement of the preceding paragraph
shall not apply to any portion of the deceased Participant's interest which is
payable to or for the benefit of a designated Beneficiary. In such event, such
portion may, at the election of the Participant (or the Participant's
designated Beneficiary), be distributed over the life of such designated
Beneficiary (or over a period not extending beyond the life expectancy of such
designated Beneficiary) provided such distribution begins not later than
December 31st of the calendar year immediately following the calendar year in
which the

<PAGE>

Participant died. However, in the event the Participant's spouse (determined
as of the date of the Participant's death) is his Beneficiary, the
requirement that distributions commence within one year of a Participant's
death shall not apply. In lieu thereof, distributions must commence on or
before the later of: (1) December 31st of the calendar year immediately
following the calendar year in which the Participant died; or (2) December 31st
of the calendar year in which the Participant would have attained age 70 1/2.
If the surviving spouse dies before distributions to such spouse begin, then
the 5-year distribution requirement of this Section shall apply as if the
spouse was the Participant.

(h) For purposes of Section 6.6(g), the election by a designated
Beneficiary to be excepted from the 5-year distribution requirement must be
made no later than December 31st of the calendar year following the calendar
year of the Participant's death. Except, however, with respect to a designated
Beneficiary who is the Participant's surviving spouse, the election must be
made by the earlier of: (l) December 31st of the calendar year immediately
following the calendar year in which the Participant died or, if later, the
calendar year in which the Participant would have attained age 70 1/2; or (2)
December 31st of the calendar year which contains the fifth anniversary of the
date of the Participant's death. An election by a designated Beneficiary must
be in writing and shall be irrevocable as of the last day of the election
period stated herein. In the absence of an election by the Participant or a
designated Beneficiary, the 5-year distribution requirement shall apply.

(i) For purposes of this Section, the life expectancy of a Participant
and a Participant's spouse (other than in the case of a life annuity) shall be
redetermined annually in accordance with Regulations. Life expectancy and joint
and last survivor expectancy shall be computed using the return multiples in
Tables V and VI of Regulation 1.72-9.

6.7 TIME OF SEGREGATION OR DISTRIBUTION

Except as limited by Sections 6.5 and 6.6, whenever a distribution or a
series of payments is to be made on or as of an Anniversary Date, the
distribution may be made or begun on such date or as soon thereafter as is
practicable. However, unless a Former Participant elects in writing to defer
the receipt of benefits (such election may not result in a death benefit that
is more than incidental), the payment of benefits shall begin not later than
the 60th day after the close of the Plan Year in which the latest of the
following events occurs: (a) the date on which

<PAGE>

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

Notwithstanding the foregoing, the failure of a Participant and, if
applicable, the Participant's spouse, to consent to a distribution pursuant to
Section 6.5(e), shall be deemed to be an election to defer the commencement of
payment of any benefit sufficient to satisfy this section.

6.8 DISTRIBUTION FOR MINOR BENEFICIARY

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

6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

In the event that all, or any portion, of the distribution payable
to a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a
Forfeiture pursuant to the Plan. In the event a Participant or Beneficiary is
located subsequent to his benefit being reallocated, such benefit shall be
restored, first from Forfeitures, if any, and then from an additional Employer
contribution if necessary.

6.10 PRE-RETIREMENT DISTRIBUTION

(a) The Administrator, at the election of the Participant, shall direct
the distribution of up to the entire interest then credited to the account of
the Participant. In the event that the Administrator makes such a distribution,
the Participant shall continue to be eligible to participate in the Plan on the
same basis as any other Employee. Any distribution made pursuant to this
Section shall be made in a manner consistent with Section 6.5, including, but
not limited to, all notice and consent requirements of Code

<PAGE>

Sections 417 and 411(a)(11) and the Regulations thereunder.

(b) Distributions made pursuant to this Section shall be permitted in
accordance with the order below:

(1) after attaining age 59 1/2 from the --

(i) Participant's Rollover Account.

(ii) Participant's Elective-Account attributable to Deferred
Compensation.

(iii) Participant's Account attributable to the Employer's
matching contributions.

6.11 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS

All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution
is authorized by a "qualified domestic relations order," even if the affected
Participant has not reached the "earliest retirement age" under the Plan. For
the purposes of this Section, "alternate payee," "qualified domestic relations
order" and "earliest retirement age" shall have the meaning set forth under
Code Section 414(p). The Administrator shall establish a written procedure to
determine the qualified status of domestic relations orders pursuant to
Section 9.2.

6.12 SPECIAL RULE FOR NON-ANNUITY PLANS

On behalf of each Participant or Former Participant, if the Trust Fund
contains funds attributable to a non-annuity plan pursuant to the exception of
Code Section 401(a)(11)(B)(iii) and an annuity plan, a separate accounting
shall be maintained with respect to that portion of the non-annuity plan and
the annuity plan. Notwithstanding anything in the Plan to the contrary,
distributions with respect to accounts attributable to the non-annuity plan
shall be made in accordance with the following:

(a) The Participant shall be prohibited from electing benefits in the
form of a life annuity;

(b) Upon the death of the Participant, the Participant's entire Vested
account balances will be paid to his surviving spouse, or, if there is no
surviving spouse or the surviving spouse has already consented to waive his
benefit, in accordance with Section 6.6, to his designated Beneficiary; and

<PAGE>

(c) Except to the extent otherwise provided in this Section, the other
provisions of Sections 6.2, 6.5 and 6.6 regarding spousal consent and the forms
of distributions shall be inoperative with respect to this Plan.

ARTICLE VII
TRUSTEE

7.1 BASIC RESPONSIBILITIES OF THE TRUSTEE

The Trustee shall have no authority, control or responsibility with
respect to the Plan and Trust Fund other than as specifically set forth in the
Plan. The Trustee shall have the following responsibilities:

(a) To hold legal title to all Trust Fund investments. Such
investments shall consist only of those Investment options designated by the
Employer as accepted by the Trustee and the Administrator. The Trustee shall
have no authority with respect to the investment and reinvestment of the Trust
Fund except upon receipt of investment directions pursuant to this Section
from:

(1) Participants pursuant to Section 4.12;

(2) the Employer; or

(3) upon receipt of written notification by the Employer, from the
Administrator or Investment Manager.

(b) To receive and invest contributions and otherwise invest the Trust
Fund solely in accordance with the investment directions transmitted to the
Trustee as provided for under Section 7.1(a).

(1) The Trustee shall be entitled to rely conclusively on the
directions transmitted in accordance with Section 7.1(a), and shall be
under no duty to inquire as to the propriety or correctness of any
such direction.

(2) Notwithstanding anything in the Plan to the contrary, investments
under this Plan shall include products of Aetna or any of its
affiliates or subsidiaries.

(c) As directed by the Administrator, to liquidate investments for the
purpose of paying benefits or making disbursements or other payments required
under the Plan. However, the Administrator or Trustee may employ suitable
agents for the purpose of

<PAGE>

paying benefits or making disbursements or other payments required under
the Plan;

(d) The Trustee may from time to time transfer to a common, collective,
or pooled trust fund maintained by any corporate Trustee hereunder pursuant to
Revenue Ruling 81-100, 1981-1 C.B.326, all or such part of the Trust Fund as
the Administrator may direct, and such part or all of the Trust Fund so
transferred shall be subject to all the terms and provisions of the common,
collective, or pooled trust fund which contemplate the commingling for
investment purposes of such trust assets with trust assets of other trusts. The
Trustee may withdraw from such common, collective, or pooled trust fund all or
such part of the Trust Fund as directed pursuant to Section 7.1(a). The
Employer expressly understands and agrees that any such common, collective or
pooled trust fund may provide for the lending of its securities by the Trustee
and that such Trustee will receive compensation for the lending of securities
that is separate from any compensation of the Trustee hereunder, or any
compensation of the funds trustee for the management of such fund;

(e) To receive all proxy materials. The Trustee shall vote all proxies
as directed;

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

(g) To keep such portion of the Trust Fund in cash or cash balances as
directed by the Administrator or as may be necessary for the efficient
administration of the Plan. The Trustee shall invest such cash balances to the
extent possible in the investment options designated by the Employer pursuant
to Section 7.1(a);

(h) To appoint a custodian to hold investments within the jurisdiction
of the district courts of the United States and to deposit securities with
stock clearing corporations or depositories or similar organizations;

(i) To accept and retain any securities received or acquired as
Trustee, but only to the extent such securities are (1) investments in the
Investment options, or (2) qualifying Employer securities as defined in Act
Section 407(d)(5), that are publicly traded;

<PAGE>

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

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

(1) To employ suitable custodians, agents and counsel and to pay their
reasonable expenses and compensation. Such agent or counsel may or may not be
agent or counsel for the Administrator or Employer;

(m) To invest funds of the Trust Fund in savings accounts, certificates
of deposit and other types of time deposits, bearing a reasonable rate of
interest based upon the duration, amount, type and geographical area, with any
financial institution or quasi-financial institution or any department of the
same, either domestic or foreign, under the supervision of the United States or
any State, including any such financial institution owned, operated or
maintained by the Trustee in its corporate or association capacity (including
any department or division of the same) or a corporation or association
affiliated with the same;

(n) To follow the directions of Aetna pursuant to Section 4.12(c).
Neither the Trustee nor any other persons including the Administrator or Aetna
or otherwise shall be under any duty to question any such direction of the
Participant or to review any securities or other property, real or personal, or
to make any suggestions to the Participant in connection therewith. Any such
direction may be of a continuing nature or otherwise and may be revoked by the
Participant at any time in such form as the Administrator may require. Neither
the Trustee, Aetna, the Administrator nor the Employer shall have any liability
for implementing such investment directions;

(o) To pool all or any of the Trust Fund, from time to time, with
assets belonging to any other qualified employee pension benefit trust created
by the Employer or any Affiliated Employer, and to commingle such assets and
make joint or common investments and carry joint accounts on behalf of this
Plan and such other trust or trusts, allocating individual shares or interests
in such investments or accounts or any pooled assets of the two or more trusts
in accordance with their respective interests.

<PAGE>

7.2 LOANS TO PARTICIPANTS

(a) The Administrator may, in his sole discretion, make loans (which
shall be treated as Directed Investments as provided in Section 4.12) to
Participants and Beneficiaries under the following circumstances: (1) loans
shall be made available to all Participants and Beneficiaries on a reasonably
equivalent basis; (2) loans shall not be made available to Highly Compensated
Employees in an amount greater than the amount made available to other
Participants and Beneficiaries; (3) loans shall bear a reasonable rate of
interest; (4) loans shall be adequately secured; and (5) loans shall provide
for periodic repayment over a reasonable period of time. Unless otherwise
agreed upon, the Administrator shall act as custodion behalf of the Trust Fund,
of all documentation of such loans.

(b) Loans shall not be granted to any Participant that provide for a
repayment period extending beyond such Participant's Normal Retirement Age.

(c) Loans made pursuant to this Section (when added to the outstanding
balance of all other loans made by the Plan to the Participant) shall be
limited to the lesser of:

(1) $50,000 reduced by the excess (if any) of the highest outstanding
balance of loans from the Plan to the Participant during the one year
period ending on the day before the date on which such loan is made,
over the outstanding balance of loans from the Plan to the Participant
on the date on which such loan was made, or

(2) one-half (1/2) of the present value of the non-forfeitable accrued
benefit of the Participant under the Plan.

For purposes of this limit, all plans of the Affiliated Employer shall
be considered one plan.

(d) Loans shall provide for level amortization with payments of
principal and interest to be made not less frequently than quarterly over a
period not to exceed five (5) years. However, loans used to acquire any
dwelling unit which, within a reasonable time, is to be used (determined at the
time the loan is made) as a principal residence of the Participant shall
provide for periodic repayment over a reasonable period of time that may exceed
five (5) years.

<PAGE>

(e) Any loan made pursuant to this Section where the Vested interest of
the Participant is used to secure such loan shall require the written consent
of the Participant's spouse in a manner consistent with section 6.5(b)(1). Such
written consent must be obtained within the 90-day period prior to the date the
loan is made. Any security interest held by the Plan by reason of an
outstanding loan to the Participant shall be taken into account in
determining the amount of the death benefit or Pre-Retirement Survivor Annuity.
However, no spousal consent shall be required under this paragraph if the total
accrued benefit subject to the security is not in excess of $3,500.

(f) In the event of default, foreclosure on the note and attachment of
security will not occur until a distributable event occurs in the plan.

(g) With regard to any loans granted or renewed, a Participant loan
program shall be established which must include, but need not be limited to,
the following:

(1) the identity of the person or positions authorized to administer
the Participant loan program;

(2) a procedure for applying for loans;

(3) the basis on which loans will be approved or denied;

(4) limitations, if any, on the types and amounts of loans offered;

(5) the procedure under the program for determining a reasonable rate
of interest;

(6) the types of collateral which may secure a Participant loan; and

(7) the events constituting default and the steps that will be taken
to preserve Plan assets.

Such Participant loan program shall be contained in a separate written
document which, when properly executed, is hereby incorporated by reference and
made a part of the Plan. Furthermore, such Participant loan program may be
modified or amended in writing from time to time without the necessity of
amending this Section. The Administrator is responsible for the preparation of
the loan documentation, as approved by the Trustee, including any disclosure of
interest rate information required by Regulation Z of

<PAGE>

the Federal Reserve Board promulgated by the Truth in Lending Act 15 U.S.C.
Section 1601 et seq.

7.3 DUTIES OF THE TRUSTEE REGARDING PAYMENTS

In accordance with the directions of the Administrator, as conveyed by
Aetna, the Trustee shall make payments out of the Trust Fund from such Plan
accounts as so directed. Neither the Trustee nor Aetna shall be responsible in
any way for the application of such payments.

7.4 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

The Trustee shall be paid such reasonable compensation as set forth in
the Trustee's fee schedule (if the Trustee has such a schedule) or as agreed
upon in writing by the Employer and the Trustee. An individual serving as
Trustee who already receives full-time pay from the Employer shall not receive
compensation from the Plan. In addition, the Trustee shall be reimbursed for
any reasonable expenses, including reasonable counsel fees incurred by it as
Trustee. Such compensation and expenses shall be paid by the Employer, except
that if the Employee fails to pay such fees or expenses when due, the Trustee
may recover such fees or expenses from the Trust Fund. The Trustee is also
authorized to recover expenses of administration described in Section 2.11 from
the Trust Fund if the Employer fails to pay such expenses when due. All taxes
of any kind and all kinds whatsoever that may be levied or assessed under
existing or future laws upon, or in respect of, the Trust Fund or the income
thereof, shall be paid from the Trust Fund.

7.5 ANNUAL REPORT OF THE TRUSTEE

Within a reasonable period of time after each Plan Year, the Trustee,
or its agent, shall furnish to the Administrator a written statement of account
with respect to the Plan Year setting forth:

(a) the transfer of funds to the Trust Fund;

(b) the gains, or losses, realized by the Trust Fund upon sales or
other disposition of the assets;

(d) the transfer of funds from the Trust Fund; and

(e) such further reasonable information as the Employer and/or
Administrator may request, as agreed to by the Trustee.

<PAGE>

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

7.6 AUDIT

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

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

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

<PAGE>

7.7 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

(a) The Trustee may resign at any time by delivering to the Employer, a
written notice of its resignation at least thirty (30) days prior to the
effective date of such resignation.

(b) The Employer may remove the Trustee by mailing by registered or
certified mail, addressed to such Trustee at its last known address, a written
notice of its removal at least thirty (30) days prior to the effective date of
such removal.

(c) Upon the death, resignation, incapacity, or removal of any Trustee,
a successor Trustee shall be appointed by the Employer; and such successor,
upon accepting such appointment in writing and delivering same to the
Employer, shall, without further act, become vested with all the estate,
rights, powers, discretions, and duties of his predecessor with like respect as
if he were originally named as a Trustee herein. Until such a successor is
appointed, the remaining Trustee or Trustees shall have full authority to act
under the terms of the Plan. The Trustee will have a right to apply to a court
of competent jurisdiction for the appointment of a successor Trustee if one is
not appointed within thirty (30) days of the effective date of the Trustee's
removal or resignation.

(d) Whenever any Trustee hereunder ceases to serve as such, it shall
furnish the Administrator a written statement of account with respect to the
portion of the Plan Year during which he served as Trustee. This statement
shall be either (i) included as part of the annual statement of account for
the Plan Year required under Section 7.5 or (ii) set forth in a special
statement. Any such special statement of account should be rendered to the
Administrator no later than the due date of the annual statement of account for
the Plan Year. No successor to the Trustee shall have any duty or
responsibility to investigate the acts or transactions of any predecessor.

7.8 TRANSFER OF INTEREST

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

<PAGE>

7.9 TRUSTEE INDEMNIFICATION

(a) The Employer shall indemnify and save the Trustee (and any employee
thereof) harmless from and against any claim of liability, costs or other
expenses (including payment of reasonable attorneys, fees) that the Trustee may
incur in connection with this Plan unless it shall be established by a court of
competent jurisdiction that such liability, cost or expense arises from the
Trustee's own willful misconduct or gross negligence.

(b) The Employer shall pay expenses (including reasonable attorneys,
fees and costs), judgments, fines and amounts paid in settlement incurred by
the Trustee in connection with any matter described in Section 7.9(a) in
advance of the final disposition of any proceedings regarding such matter;
provided however, that the Trustee shall repay such advances to the Employer if
it is established by the final judgment of a court of competent jurisdiction
that the Trustee's action or failure to act constituted willful misconduct or
gross negligence.

7.10 DIRECT ROLLOVER

(a) This Section applies to distributions made on or after January 1,
1993. Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Section, a distributee may
elect, at the time and in the manner prescribed by the Plan Administrator, to
have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.

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

(1) An eligible rollover distribution is any distribution of all or
any portion of the balance to the credit of the distributee, except
that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under Code
Section 401(a)(9); and the portion of any distribution that is not
includible in gross income

<PAGE>

(determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).

(2) An eligible retirement plan is an individual retirement account
described in section 408(a) of the Code, an individual retirement
annuity described in section 408(b) of the Code, an annuity plan
described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the
distributee's eligible rollover distribution. However, in the case of
an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account individual
retirement annuity.

(3) A distributee includes an Employee or former Employee. In
addition, the Employee 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 section 414(p) of the Code, are distributees with regard to the
interest of the spouse or former spouse.

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

ARTICLE VIII
AMENDMENT, TERMINATION AND MERGERS

8.1 AMENDMENT

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

(b) The Employer expressly delegates authority to the sponsoring
organization of this Plan, the right to amend this Plan by submitting a copy of
the amendment to each Employer who has adopted this Plan after first having
received a ruling or favorable

<PAGE>

determination from the Internal Revenue Service that the Plan as amended
qualifies under Code Section 401(a) and the Act. For purposes of this Section,
the mass submitter shall be recognized as the agent of the sponsoring
organization. If the sponsoring organization does not adopt the amendments made
by the mass submitter, it will no longer be identical to or a minor modifier of
the mass submitter plan.

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

(d) Except as permitted by Regulations (including Regulation
1.411(d)-4), no Plan amendment or transaction having the effect of a Plan
amendment (such as a merger, plan transfer or similar transaction) shall be
effective if it eliminates or reduces any "Section 411(d)(6) protected benefit"
or adds or modifies conditions relating to "Section 411(d)(6) protected
benefits" the result of which is a further restriction on such benefit unless
such protected benefits are preserved with respect to benefits accrued as of
the later of the adoption date or effective date of the amendment. "Section
411(d)(6) protected benefits" are benefits described in Code Section
411(d)(6)(A), early retirement benefits and retirement type subsidies, and
optional forms of benefit.

8.2 TERMINATION

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

(b) Upon the full termination of the Plan, the Employer shall direct
the distribution of the assets to Participants in a manner which is consistent
with and satisfies the provisions of Section 6.5. Distributions to a
Participant shall be made in cash or through the

<PAGE>

purchase of irrevocable nontransferable deferred commitments from an insurer.
Except as permitted by Regulations, the termination of the Plan shall not
result in the reduction of "Section 411(d)(6) protected benefits" in accordance
with Section 8.1(d).

(c) Prior to the distribution of the assets to the Participants, upon
the full termination of the Plan, the expenses of administration may be paid
out of the Trust Fund pursuant to Section 2.11.

8.3 MERGER OR CONSOLIDATION

This Plan may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan only if the benefits which
would be received by a Participant of, this Plan, in the event of a
termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits" in accordance with Section 8.1(d).

ARTICLE IX
MISCELLANEOUS

9.1 PARTICIPANT'S RIGHTS

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

9.2 ALIENATION

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

<PAGE>

recognized except to such extent as may be required by law.

(b) This provision shall not apply to the extent a Participant or
Beneficiary is indebted to the Plan, for any reason, under any provision of
this Plan. At the time a distribution is to be made to or for a Participant's
or Beneficiary's benefit, such proportion of the amount to be distributed as
shall equal such indebtedness shall be paid to the Plan to apply against or
discharge such indebtedness. Prior to making a payment, however, the
Participant or Beneficiary must be given written notice by the Administrator
that such loan indebtedness is to be so paid in whole or part from his
Participant's account. If the Participant or Beneficiary does not agree that
the loan indebtedness is a valid claim against his Vested Participant's
account, he shall be entitled to a review of the validity of the claim in
accordance with procedures provided in sections 2.13 and 2.14.

(C) This provision shall not apply to a "qualified domestic relations
order" defined in Code Section 414(p), and those other domestic relations
orders permitted to be so treated by the Administrator under the provisions of
the Retirement Equity Act of 1984. The Administrator shall establish a written
procedure to determine the qualified status of domestic relations orders and to
administer distributions under such qualified orders pursuant to Section 6.11.
Further, to the extent provided under a "qualified domestic relations order," a
former spouse of a Participant shall be treated as the spouse or surviving
spouse for all purposes under the Plan.

9.3 CONSTRUCTION OF PLAN

This Plan shall be construed and enforced according to the Act and the
laws of the State of Florida and the Trust shall be construed and enforced
according to the Act and the laws of the Commonwealth of Pennsylvania, other
than its laws respecting choice of law, to the extent not preempted by the Act.

9.4 GENDER AND NUMBER

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

<PAGE>
9.5 LEGAL ACTION

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

9.6 PROHIBITION AGAINST DIVERSION OF FUNDS

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

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

9.7 FIDELITY BOND

Every Fiduciary, except a bank or an insurance company, unless exempted
by the Act and regulations thereunder, shall be bonded in an amount not less
than 10% of the amount of the funds such Fiduciary handles; provided, however,
that the minimum bond shall be $1,000 and the maximum bond, $500,000. The
amount of funds handled shall be determined at the beginning of each Plan Year
by the amount of funds handled by such person, group, or class to be covered
and their predecessors, if any, during the preceding Plan Year, or if there is
no preceding Plan Year, then by the amount of the funds to be handled during
the then current year. The bond shall provide protection to the Plan against
any loss by reason of acts of fraud or dishonesty by the Fiduciary alone or in
connivance with others. The surety shall be a corporate surety company (as such
term is used in Act Section 412(a)(2)), and the bond shall be in a form
approved by the

<PAGE>

Secretary of Labor. Notwithstanding anything in the Plan to the contrary, the
cost of such bonds shall be an expense of and may, at the election of the
Administrator, be paid from the Trust Fund or by the Employer.

9.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

Neither the Employer nor the Trustee, nor their successors, shall be
responsible for the validity of any contract issued hereunder or for the
failure on the part of the Insurer to make payments provided by any such
contract, or for the action of any person which may delay payment or render a
contract null and void or unenforceable in whole or in part.

9.9 PROTECTIVE CLAUSE

Neither the Trustee nor any Insurer who shall issue contracts
hereunder shall have any responsibility for the validity of this Plan or for
the tax or legal aspects of this Plan. Such Insurer shall be protected and held
harmless in acting in accordance with any written direction of the Employer or
Administrator, as appropriate, and shall have no duty to see to the application
of any funds paid to the Trustee, nor be required to question any actions
directed by the Employer or the Administrator, as appropriate. Regardless of
any provision of this Plan, Aetna shall not be required to take or permit any
action or allow any benefit or privilege contrary to the terms of any contract
which it issues hereunder, or the rules by which it operates.

9.10 RECEIPT AND RELEASE FOR PAYMENTS

Any payment to any Participant, his legal representative, Beneficiary,
or to any guardian or committee appointed for such Participant or Beneficiary
in accordance with the provisions of the Plan, shall, to the extent thereof, be
in full satisfaction of all claims hereunder against the Trustee and the
Employer.

9.11 ACTION BY THE EMPLOYER

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

9.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) any Investment Manager appointed hereunder. The named
Fiduciaries shall have only those specific powers, duties, responsibilities,
and obligations as are specifically given them under the Plan. In general, the
Employer shall have the sole responsibility for making the contributions

<PAGE>

provided for under Section 4.1; and shall have the sole authority to appoint
and remove the Trustee and the Administrator; to formulate the Plan's "funding
policy and method"; and to amend or terminate, in whole or in part, the Plan.
The Employer shall also have the sole responsibility of management of the
assets held under the Trust Fund, including the selection of any Investment
Options, except those assets, (1) the management of which has been assigned to
an Investment manager or Administrator, who shall be solely responsible for the
management of the assets assigned to it, all as specifically provided in the
Plan; or (2) subject to Participant investment direction pursuant to
Sections 4.12 and 7.1(n). The Administrator shall have the sole responsibility
for the administration of the Plan, which responsibility is specifically
described in the Plan. Each named Fiduciary warrants that any directions given,
information furnished, or action taken by it shall be in accordance with the
provisions of the Plan, authorizing or providing for such direction,
information or action. Furthermore, each named Fiduciary may rely upon any such
direction, information or action of another named Fiduciary as being proper
under the Plan, and is not required under the Plan to inquire into the
propriety of any such direction, information or action. It is intended under
the Plan that each named Fiduciary shall be responsible for the proper exercise
of its own powers, duties, responsibilities and obligations under the Plan. No
named Fiduciary shall guarantee the Trust Fund in any manner against investment
loss or depreciation in asset value. Any person or group may serve in more than
one Fiduciary capacity.

9.13 HEADINGS

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

9.14 APPROVAL BY INTERNAL REVENUE SERVICE

(a) Notwithstanding anything herein to the contrary, if, pursuant to a
timely application filed by or in behalf of the Plan, the Commissioner of the
Internal Revenue Service or his delegate should determine that the Plan does
not initially qualify as a tax-exempt plan under Code Sections 401 and 501, and
such determination is not contested, or if contested, is finally upheld, then
if the Plan is a new plan, it shall be void ab initio and all amounts
contributed to the Plan, by the Employer, less expenses paid, shall be returned
within one year and the Plan shall terminate, and the Trustee shall be
discharged from all further obligations. If the disqualification relates to an
amended plan, then the Plan shall operate as if it had not been amended and
restated.

<PAGE>

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

9.15 UNIFORMITY

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

ARTICLE X
PARTICIPATING EMPLOYERS

10.1 ADOPTION BY OTHER EMPLOYERS

Notwithstanding anything herein to the contrary, with the consent of
the Employer and Trustee, any Affiliated Employer may adopt this Plan and all
of the provisions hereof, and participate herein and be known as a
Participating Employer, by a properly executed document evidencing said intent
and will of such Participating Employer.

10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS

(a) Each such Participating Employer shall be required to use the same
Trustee as provided in this Plan.

(b) The Trustee may, but shall not be required to, commingle, hold and
invest as one Trust Fund all contributions made by Participating Employers, as
well as all increments thereof.

(c) The transfer of any Participant from or to an Employer
participating in this Plan, whether he be an Employee of the Employer or a
Participating Employer, shall not affect such Participant's rights under the
Plan, and all amounts credited to such Participant's account as well as his
accumulated service time with the transferer or predecessor, and

<PAGE>

his length of participation in the Plan, shall continue to his credit.

(d) Any expenses of the Plan which are to be paid by the Employer or
borne by the Trust Fund shall be paid by each Participating Employer in the
same proportion that the total amount standing to the credit of all
Participants employed by such Employer bears to the total standing to the
credit of all Participants.

10.3 DESIGNATION OF AGENT

Each Participating Employer shall be deemed to be a party to this Plan;
provided, however, that with respect to all of its relations with the Trustee
and Administrator for the purpose of this Plan, each Participating Employer
shall be deemed to have designated irrevocably the Employer as its agent.
Unless the context of the Plan clearly indicates the contrary, the word
"Employer" shall be deemed to include each Participating Employer as related to
its adoption of the Plan.

10.4 EMPLOYEE TRANSFERS

It is anticipated that an Employee may be transferred
between Participating Employers, and in the event of any such transfer, the
Employee involved shall carry with him his accumulated service and eligibility.
No such transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION

Any contribution or Forfeiture subject to allocation during each Plan
Year shall be allocated among all Participants of all Participating Employers
in accordance with the provisions of this Plan. On the basis of the information
furnished by the Administrator, the recordkeeper shall keep separate records as
to the accounts and credits of the Employees of each Participating Employer.
The Trustee may, but need not, register contracts so as to evidence that a
particular Participating Employer is the interested Employer hereunder, but in
the event of an Employee transfer from one Participating Employer to another,
the employing Employer shall immediately notify the Trustee thereof.

10.6 AMENDMENT

Amendment of this Plan by the Employer at any time when there shall be
a Participating Employer hereunder shall only be by the written action of each
and every Participating Employer, and where such amendment affects the rights,
duties and

<PAGE>

responsibilities of the Trustee or Administrator, with the written consent
of the Trustee or Administrator.

10.7 DISCONTINUANCE OF PARTICIPATION

Any Participating Employer shall be permitted to discontinue or revoke
its participation in the Plan at any time. At the time of any such
discontinuance or revocation, satisfactory evidence thereof and of any
applicable conditions imposed shall be delivered to the Trustee. The Trustee
shall thereafter transfer, deliver and assign contracts and other Trust Fund
assets allocable to the Participants of such Participating Employer to such new
Trustee as shall have been designated by such Participating Employer in the
event that it has established a separate pension plan for its Employees,
provided however, that no such transfer shall be made if the result is the
elimination or reduction of any "Section 411(d)(6) protected benefits" in
accordance with Section 8.1(d). If no successor is designated, the Trustee
shall retain such assets for the Employees of said Participating Employer
pursuant to the provisions of Article VII hereof. In no such event shall any
part of the corpus or income of the Trust as it relates to such Participating
Employer be used for or diverted to purposes other than for the exclusive
benefit of the Employees of such Participating Employer.

10.8 ADMINISTRATOR'S AUTHORITY

The Administrator shall have authority to make any and all necessary
rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

<PAGE>

IN WITNESS WHEREOF, the Plan has been executed the day and year first
written above. Furthermore, this Plan may not be used unless acknowledged by
Aetna Life Insurance Company or its authorized representative.

EMPLOYER: PARTICIPATING EMPLOYER:

Tech Data Corporation Tech Data Pacific, Inc.
--------------------- -----------------------
(enter name) (enter name)

By:/s/ STEVEN A. RAYMUND 59-3344101
--------------------- -----------------------
(Participating Employer
Identification Number)

TRUSTEE: Mellon Bank, N.A.

/s/ C. A. ZALLA By:/s/ JEFFERY P. HOWELLS, VP & CFO
-------------------------- --------------------------------
TRUSTEE

PARTICIPATING EMPLOYER:
--------------------------
TRUSTEE Tech Data Education, Inc.
-------------------------
(enter name)

--------------------------
TRUSTEE 59-3166397
-------------------------
(Participating Employer
Identification Number)

/s/ JEFFERY P. HOWELLS, VP & CPO
By:--------------------------------

<PAGE>

PARTICIPATING EMPLOYER:

Tech Data Finance, Inc.
-----------------------
(enter name)

33-0591061
-----------------------
(Participating Employer
Identification Number)

BY:/s/ JEFFERY P. HOWELLS
-------------------------
Jeffery P. Howells

STATE OF CALIFORNIA )
) ss.
COUNTY OF )

0n December 4, 1996, before me, Depleas Renee Smiler, a Notary Public in
and for said County and State, personally appeared Jeffery P. Howells,
personally known to me or proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or the entity upon behalf
of which the person acted, executed the instrument.

WITNESS my hand and official seal.

/s/ DEPLEAS RENEE SMILER
-----------------------------
[SEAL] Depleas Renee Smiler
Notary Public in and for said
County and State

<PAGE>
AMENDMENT NUMBER ONE
TECH DATA CORPORATION RETIREMENT SAVINGS PLAN

WHEREAS Tech Data Corporation (the "Company") adopted the Tech Data
Corporation Retirement Savings Plan amended and restated effective February 1,
1994; and

WHEREAS the Company reserved the right to amend the Plan by action of
its Board of Directors; and

WHEREAS the Company desires to amend the Plan to make certain
substantive changes thereto;

NOW THEREFORE, the Plan is amended, effective August 1, 1996, as shown
below:

Section 4.2(a) is amended and restated to read as follows:

(a) Each Participant may elect to defer a limited portion of his
Compensation which would have been received in the Plan Year, but for the
deferral election. Commencing January 1, 1997, a Highly Compensated Participant
may elect to defer from 1% to 6% of his Compensation which would have been
received in the Plan Year, but for the deferral election. Commencing August 1,
1996, a Non-Highly Compensated Participant may elect to defer from 1% to 15% of
his Compensation which would have been received in the Plan Year, but for the
deferral election. A deferral election (or modification of an earlier election)
may not be made with respect to Compensation which is currently available on or
before the Participant executed such election.

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

SIGNATURES

IN WITNESS WHEREOF, the Company has caused this Amendment Number One to
be executed by its duly authorized officer this 12 day of September, 1996.

Attest: Tech Data Corporation

/s/ARTHUR W. SINGLETON BY: /s/ STEVEN A. RAYMUND
- ---------------------- -------------------------
Title: Chairman & CEO
----------------------

EXHIBIT 5

SCHIFINO & FLEISCHER, P.A.

ATTORNEYS AT LAW

WILLIAM J. SCHIFINO TELEPHONE: (813)223-1535 ONE TAMPA CITY CENTER
FRANK N. FLEISCHER TELECOPIER: (813)223-3070 201 NORTH FRANKLIN STREET
LINA ANGELICI INTERNET: [email protected] SUITE 2700
AMY LETTELLEIR TAMPA, FLORIDA 33602

August 17, 1999

Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549

Re: Tech Data Corporation Retirement Savings Plan
Registration Statement on Form S-8

Ladies and Gentlemen:

We have represented Tech Data Corporation (the "Company") in connection
with the Company's Registration Statement on Form S-8 (the "S-8 Registration
Statement") relating to the proposed public offering by the Company (the
"Offering") of up to 500,000 shares of the Company's Common Stock under the
Company's Retirement Savings Plan ("the Plan"). This opinion is being provided
as Exhibit 5 to the S-8 Registration Statement.

In our capacity as counsel to the Company in connection with the
Registration Statement and the Offering, we have examined and are familiar with:
(1) the Company's Articles of Incorporation and bylaws, as currently in effect,
(2) the Plan, (3) the S-8 Registration Statement and (4) such other corporate
records and documents and instruments as in our opinion are necessary or
relevant as the basis for the opinions expressed below.

As to various questions of fact material to our opinion, we have relied
without independent investigation on statements or certificates of officials and
representatives of the Company, the Department of State of the State of Florida
and others. In all such examinations, we have assumed the genuineness of all
signatures on original and certified documents and the conformity to original
and certified documents of all copies submitted to us as conformed, photostatic
or other exact copies.

We express no opinion as to the law of any jurisdiction other than of
the State of Florida and the Federal laws of the United States of America.

Based upon and in reliance on the foregoing, we are of the opinion
that:

1. The Company is a duly organized and existing corporation under
the laws of the State of Florida and its status is active.

2. The Plan has been duly and legally authorized by all required
corporate action.

<PAGE>

3. When the following events shall have occurred:

(1) the S-8 Registration Statement shall have become
effective in accordance with the Securities Act of
1933, as amended;

(2) the consideration specified in the Plan and in the
instrument of grant covering options granted under
the Plan shall have been received; and

(3) the certificates representing such shares shall have
been duly executed, counter-signed and issued by or
on behalf of the Company.

the shares of Common Stock so offered and sold in the Offering will be duly
authorized, validly issued, fully paid and non-assessable shares of the capital
stock of the Company.

This firm hereby consents to the filing of this opinion as an Exhibit
to the S-8 Registration Statement.

Very truly yours,

SCHIFINO & FLEISCHER, P.A.

/s/ Frank N. Fleischer
----------------------
Frank N. Fleischer
For the Association

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated March 19, 1999, relating to the
financial statements, which appears in Tech Data Corporation's Annual Report on
Form 10-K for the year ended January 31, 1999. We also consent to the
incorporation by reference of our report dated March 19, 1999, relating to the
financial statement schedules, which appears in such Annual Report on Form 10-K.

/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
PricewaterhouseCoopers LLP

Tampa, Florida
August 16, 1999